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HomeMy WebLinkAboutCity Council - 05/15/2007 AGENDA CITY COUNCIL WORKSHOP & OPEN FORUM/OPEN PODIUM TUESDAY, MAY 15, 2007 CITY CENTER 5:00—6:25 PM, HERITAGE ROOM II 6:30—7:00 PM, COUNCIL CHAMBER CITY COUNCIL: Mayor Phil Young, Council Members Brad Aho, Sherry Butcher, Jon Duckstad, and Kathy Nelson CITY STAFF: City Manager Scott Neal, Police Chief Rob Reynolds, Fire Chief George Esbensen, Public Works Director Eugene Dietz, Community Development Director Janet Jeremiah, Parks and Recreation Director Jay Lotthammer, Communications Manager Joyce Lorenz, Assistant to the City Manager Michael Barone, City Attorney Ric Rosow, and Recorder Lorene McWaters Heritage Room II I. CITY MANAGER'S PERFORMANCE REVIEW (closed session) Council Chamber II. OPEN FORUM A. FLYING CLOUD AIRPORT 1. Mark Michelson-Zero Expansion 2. Joe Smith—Elliott Aviation 3. Dave Ward- Chamber of Commerce 4. Laura Neuman III. OPEN PODIUM IV. ADJOURNMENT AGENDA EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY, MAY 15, 2007 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road CITY COUNCIL: Mayor Phil Young, Council Members Brad Aho, Sherry Butcher, Jon Duckstad, and Kathy Nelson CITY STAFF: City Manager Scott Neal, Parks & Recreation Director Jay Lotthammer, Public Works Director Eugene Dietz, City Planner Michael Franzen, Community Development Director Janet Jeremiah, City Attorney Ric Rosow and Council Recorder Jan Curielli I. ROLL CALL/CALL THE MEETING TO ORDER II. PLEDGE OF ALLEGIANCE III. COUNCIL FORUM INVITATION IV. PROCLAMATIONS/PRESENTATIONS A. NATIONAL POLICE WEEK PROCLAMATION V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS VI. MINUTES A. COUNCIL PLANNING SESSION HELD ON TUESDAY,APRIL 24, 2007 B. COUNCIL WORKSHOP HELD ON TUESDAY,MAY 1, 2007 C. CITY COUNCIL MEETING HELD TUESDAY, MAY 1, 2007 VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS A. PLANNING COMMISSION VIII. CONSENT CALENDAR A. CLERK'S LICENSE LIST B. BLUFF COUNTRY VILLAGE 2nd ADDITION -MOUNT Second reading of the Ordinance Planned Unit Development Concept Review on 5.8 acres, Planned Unit Development District Review on 5.8 acres, Zoning District Amendment in the Neighborhood Commercial Zoning District on 2 acres, Site Plan Review on 2 acres and Preliminary Plat of 5.8 acres into two lots and one outlot. Location: Hennepin Town Road&Pioneer Trail. (Ordinance for PUD District Review and Zoning District Amendment; Resolution for Site Plan Review) CITY COUNCIL AGENDA May 15, 2007 Page 2 C. BLUFF COUNTRY VILLAGE 2nd ADDITION -TREK Second reading of the Ordinance for Planned Unit Development Concept Review on 5.8 acres, Planned Unit Development District Review on 5.8 acres, Zoning District Amendment in the Neighborhood Commercial Zoning District on.7 acres, Site Plan Review on.7 acres and Preliminary Plat of 5.8 acres into two lots and one outlot. Location: Hennepin Town Road&Pioneer Trail. (Ordinance for PUD District Review and Zoning District Amendment; Resolution for Site Plan Review) D. FLYING CLOUD BUSINESS CENTER EAW. Request for Approval of an EAW. (Resolution for Finding of no significant impact) E. AUTHORIZE APPROVAL OF BIDS AS RECOMMENDED BY THE CONSTRUCTION MANAGER FOR COMMUNITY CENTER DASHERBOARDS, FIRE SPRINKLER SYSTEMS,AND ELECTRICAL SYSTEMS F. APPROVE ASSIGNMENT OF CONTRACTS AWARDED BY THE CITY FOR THE COMMUNITY CENTER RECONSTRUCTION TO RJM CONSTRUCTION G. AWARD CONTRACT FOR 2007 BITUMINOUS OVERLAY PROJECT TO BITUMINOUS ROADWAYS H. AWARD CONTRACT FOR 2007 STREET SEALCOATING TO PEARSON BROS. INC. I. APPROVE CHANGE ORDER FOR PHASE II OF THE NONDEGRADATION ANALYSIS BY WENCK ASSOCIATES J. APPROVE PROPOSAL TO COMPLETE PHASE III OF THE NONDEGRADATION ANALYSIS BY WENCK ASSOCIATES K. DECLARE OBSOLETE COMPUTER EQUIPMENT AS SURPLUS AND AUTHORIZE DISPOSAL OF EQUIPMENT L. AUTHORIZE AMENDMENT FOR A 60-DAY EXTENSION TO THE PURCHASE AGREEMENT FOR THE SALE OF 4.8 ACRE SITE OWNED BY THE CITY AND LEGALLY DESCRIBED AS LOT 1,BLOCK 1,AND OUTLOT C—COLUMBINE ADDITION (Presbyterian Homes) M. ADOPT THE CITY'S FINANCE AND BUDGET POLICIES N. ADOPT RESOLUTION AUTHORIZING A LEASE PURCHASING AGREEMENT WITH THE HRA FOR THE THIRD SHEET OF ICE O. DIRECT STAFF TO NOT WAIVE MONETARY LIMITS ON MUNICIPAL TORT LIABILITY ESTABLISHED BY MINNESOTA STATUTES 466.04 CITY COUNCIL AGENDA May 15, 2007 Page 3 P. APPROVE ICE RENTAL AGREEMENT WITH THE EDEN PRAIRIE HOCKEY ASSOCIATION IX. PUBLIC HEARINGS/MEETINGS A. VACATION OF PART OF THE DRAINAGE AND UTILITY EASEMENT OVER LOT 4, BLOCK 2, CARMEL,VAC. 07-02 (Resolution) X. PAYMENT OF CLAIMS XI. ORDINANCES AND RESOLUTIONS XII. PETITIONS, REQUESTS AND COMMUNICATIONS XIII. APPOINTMENTS XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS 1. City Manager's Performance Review B. REPORT OF CITY MANAGER 1. 2006 Comprehensive Annual Financial Report(CAFR) C. REPORT OF COMMUNITY DEVELOPMENT DIRECTOR A. REPORT OF PARKS AND RECREATION DIRECTOR E. REPORT OF PUBLIC WORKS DIRECTOR F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT AGENDA HOUSING AND REDEVELOPMENT AUTHORITY TUESDAY, MAY 15, 2007 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road HOUSING AND REDEVELOPMENT AUTHORITY MEMBERS: Chair Phil Young, Council Members Brad Aho, Sherry Butcher, Jon Duckstad, and Kathy Nelson CITY STAFF: City Manager Scott Neal Public Works Director Eugene Dietz, City Planner Michael Franzen, Community Development Director Janet Jeremiah, City Attorney Ric Rosow, Finance Director Sue Kotchevar and Recorder Jan Curielli I. ROLL CALL/CALL THE HRA MEETING TO ORDER II. APPROVE MINUTES OF HRA MEETING HELD ON APRIL 17, 2007 III. RESOLUTION RELATING TO $1,660,000 PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2007A; AUTHORIZING ISSUANCE, AWARDING SALE AND PRESCRIBING THE FORM THEREOF AND AUTHORIZING EXECUTION OF A TRUST INDENTURE AND A LEASE-PURCHASE AGREEMENT IV. ADJOURNMENT HRA ITEM NO.: II. UNAPPROVED MINUTES HOUSING AND REDEVELOPMENT AUTHORITY TUESDAY, APRIL 17, 2007 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road HOUSING AND REDEVELOPMENT AUTHORITY MEMBERS: Chair Phil Young, Council Members Brad Aho, Sherry Butcher, Jon Duckstad, and Kathy Nelson CITY STAFF: City Manager Scott Neal Public Works Director Eugene Dietz, City Planner Michael Franzen, Community Development Director Janet Jeremiah, City Attorney Ric Rosow, Finance Director Sue Kotchevar and Recorder Deb Sweeney I. ROLL CALL/CALL THE HRA MEETING TO ORDER Young called the meeting to order at 7:42 p.m. in shared session with the Council meeting. II. APPROVE MINUTES OF HRA MEETING HELD ON DECEMBER 19, 2006 MOTION: Duckstad moved, seconded by Butcher, to approve the minutes of the HRA meeting held on December 19, 2007. Motion carried 5-0. III. PUBLIC HEARING ON REISSUANCE OF BONDS TO FINANCE PORTIONS OF THE EDEN PRAIRIE COMMUNITY CENTER PROJECT (HRA Resolution No. 2007-01) Neal stated the HRA and the City Council are requested to approve the "reissuance" of certain bonds previously issued by the HRA (the "Prior Obligations")to finance portions of the Eden Prairie Community Center. Pursuant to the Third Ice Rink Rental Agreement proposed to be entered into between the City and the Eden Prairie Hockey Association (the "Hockey Association"), the Hockey Association will lease significant amounts of ice time in addition to the ice time already rented by it and other parties. Since usage of this volume and nature was not anticipated at the time of issuance of the Prior Obligations, the Prior Obligations were issued as governmental bonds, rather than as qualified 501(c)(3) bonds. The Internal Revenue Code permits the Prior Obligations to be "reissued" as qualified 501(c)(3) bonds, but only following a duly noticed public hearing. The original terms of the Prior Obligations will remain in place and therefore the debt service is not impacted. MOTION: Butcher moved, seconded by Duckstad, to adopt HRA Resolution No. 2007- 01 to reissue the prior obligations as qualified 501(c)(3)bonds. Motion carried 5-0. IV. ADJOURNMENT HRA MOTION: Butcher moved, seconded by Aho, to adjourn the HRA. The HRA meeting adjourned at 7:45 p.m. HRA AGENDA DATE: May 15, 2007 SECTION: DEPARTMENT/DIVISION: ITEM DESCRIPTION: HRA ITEM NO.: III. Sue Kotchevar, Office of the Authorizing Issuance of$1,660,000 Public City Manager/Finance Facility Lease Revenue Bonds; Authorizing Issuance, Awarding Sale, and Prescribing the Form Thereof and Authorizing Execution of a Trust Indenture and Lease-Purchase Agreement Requested Action Move to: Adopt Resolution Authorizing the Issuance of$1,660,000 Public Facility Lease Revenue Bonds; Authorizing the Issuance, Awarding the Sale, and Prescribing the Form Thereof and Authorizing the Execution of a Trust Indenture and a Lease-Purchase Agreement Synopsis The bond proceeds will be used to construct the third sheet of ice. Attachments Resolution Lease Agreement Trust Indenture CERTIFICATION OF MINUTES RELATING TO $1,660,000 PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2007A Issuer: Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota Governing Body: Board of Commissioners Kind, date, time and place of meeting: A regular meeting, held on May 15, 2007, at 6:45 p.m., at the City Hall in Eden Prairie, Minnesota. Commissioners present: Commissioners absent: Documents Attached: Minutes of said meeting, including: RESOLUTION NO. RESOLUTION RELATING TO $1,660,000 PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2007A; AUTHORIZING THE ISSUANCE, AWARDING THE SALE AND PRESCRIBING THE FORM THEREOF AND AUTHORIZING THE EXECUTION OF A TRUST INDENTURE AND A LEASE-PURCHASE AGREEMENT I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of the corporation in my legal custody, from which they have been transcribed; that the documents are a correct and complete transcript of the minutes of a meeting of the governing body of the corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at the meeting, insofar as they relate to the bonds; and that the meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above,pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this 15th day of May, 2007. Executive Director Commissioner introduced the following resolution and moved its adoption: RESOLUTION NO. RESOLUTION RELATING TO $1,660,000 PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2007A; AUTHORIZING THE ISSUANCE, AWARDING THE SALE AND PRESCRIBING THE FORM THEREOF AND AUTHORIZING THE EXECUTION OF A TRUST INDENTURE AND A LEASE-PURCHASE AGREEMENT WHEREAS, the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota(the "Authority") is authorized by Minnesota Statutes, Sections 469.034 and 469.035 (together, the "Act"), to issue bonds to finance a redevelopment project and the principal of and interest on the bonds may be payable exclusively from its income and revenues of the project financed with the proceeds of the Bonds; and WHEREAS, the Act and Minnesota Statutes, Section 465.71 further authorize the Authority to make any of its land in a redevelopment project available for use by public agencies by sale, lease or otherwise; and WHEREAS, the Authority has undertaken a project (the "Project") consisting of the construction of improvements to the Eden Prairie Community Center including the construction and acquisition of a third sheet of ice located on land in the City of Eden Prairie, Minnesota(the "City") as an authorized project under the Act, and has proposed to finance the cost thereof, and to pay certain costs of the issuance of the Bonds, by the issuance of its revenue bonds denominated Public Facility Lease Revenue Bonds, Series 2007A(the "Bonds"), and proposes to lease the Project to the City pursuant to and in accordance with a Lease-Purchase Agreement, dated as of June 1, 2007, between the Authority and the City(the "Lease"); and WHEREAS, the Bonds will be issued pursuant to a Trust Indenture dated as of June 1, 2007 (the "Indenture"),between the Authority and Wells Fargo Bank,National Association, as trustee (the "Trustee"); and WHEREAS, the Bonds will be secured by a pledge and assignment of the Lease and of the revenues derived by the Authority from the Project, and the bonds and interest thereon shall be payable solely from the revenues pledged thereto and no bonds shall constitute a debt of the Authority within the meaning of any constitutional or statutory limitation nor shall the full faith, credit and taxing powers of the Authority be pledged thereto; and WHEREAS, under the Lease, the City is to pay to the Authority sufficient money each year to pay the principal of, premium, if any, and interest on the bonds issued to finance the Project, and the City is to provide the cost of maintaining the Project in good repair, the cost of keeping the Project properly insured, and any payments required for taxes and any expenses incurred by the Authority in connection with the Project; and WHEREAS, forms of the Lease, the Indenture and the Preliminary Official Statement dated May_, 2007 (together with the Addendum thereto to be prepared and distributed prior to delivery of the Bonds, the "Official Statement") have been presented to this Board and are hereby ordered to be placed on file in the office of the Executive Director; and WHEREAS, the Authority's financial consultant,Northland Securities, Inc., as an independent financial advisor pursuant to Minnesota Statutes, Section 475.60, subdivision 2, paragraph (9), has solicited bids for the Bonds on behalf of the Authority, and, pursuant to the Official Statement, a bid for the purchase of the Bonds has been received, opened, read and considered, and the purchase price, interest rates, net interest cost and true interest cost under the terms of such bid are found to be as set forth in Exhibit A attached hereto. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Authority, as follows: Section 1. This Board acknowledges, finds, determines and declares that it is in the best interests of the Authority to undertake the Project and to issue the Bonds. Section 2. For the purpose of paying certain of the costs of the Project, there is hereby authorized the issuance of Public Facility Lease Revenue Bonds, Series 2007A of the Authority in the approximate principal amount of$1,660,000, subject to adjustment according to the Notice of Sale. The Bonds shall be issued in fully registered form, shall be in such denominations, shall be payable on the dates and in the principal amounts and shall be payable from the sources and in the manner provided in the Indenture. The Bonds shall bear interest at the rates set forth in Section 6. This Board hereby authorizes and directs the Chair to execute and the Executive Director to attest, on behalf of the Authority, the Indenture in the name and on behalf of the Authority and to deliver to the Trustee the Indenture, and does hereby authorize and direct the execution of the Bonds in accordance with the provisions of the Indenture. All of the provisions of the Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated herein. The Indenture shall be substantially in the form on file in the office of the Executive Director with such necessary and appropriate variations, omissions and insertions as the Chair shall determine to be necessary or appropriate, and the execution thereof by the Chair shall be conclusive evidence of such determination. Section 3. The Chair and the Executive Director are hereby authorized and directed to execute and deliver the Lease in the name and on behalf of the Authority. All of the provisions of the Lease,when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated herein. The Lease shall be substantially in the form on file in the office of the Executive Director, with such necessary and appropriate variations, omissions and insertions as the Chair shall determine to be necessary or appropriate, and the execution thereof by the Chair shall be conclusive evidence of such determination. Section 4. No covenant, stipulation, obligation or agreement herein contained or contained in the Indenture, the Bonds or the Lease shall be deemed to be a covenant, stipulation, obligation or agreement of any member of this Board or any officer, agent or employee of the Authority in that person's individual capacity, and neither this Board nor any officer executing -2- the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 5. The officers of the Authority are hereby authorized to do all acts and things required of them by or in connection with this resolution, the Indenture and the Lease for the full,punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Lease, the Indenture and this resolution, including the execution and delivery of such closing certificates, arbitrage certifications and similar documents as may be required by bond counsel in connection with the issuance and delivery of the Bonds. Section 6. It is hereby found and determined that the most favorable bid received for the purchase of the Bonds is that submitted by , in , (the "Purchaser"), to purchase the Bonds at a price of$ , plus accrued interest to the date of closing, the Bonds maturing on January 1 in the following years to mature in the principal amounts and to bear interest at the designated rates set forth below opposite such years, respectively: Principal Interest Principal Interest Maturity Amounts Rate Maturity Amounts Rate 2009 $ % 2019 $ % 2010 2020 2011 2021 2012 2022 2013 2023 2014 2024 2015 2025 2016 2026 2017 2027 2018 2028 Said offer is hereby accepted and the Chair and the Executive Director are hereby authorized and directed to execute a contract on the part of the Authority for the sale of the Bonds to the Purchaser. Section 7. The Preliminary Official Statement prepared and distributed on behalf of the Authority by Northland Securities, Inc., dated as of , 2007, is hereby approved. The officers of the Authority are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement and to deliver to the Purchaser within seven business days after the date of adoption of this resolution copies of the Official Statement in accordance with the Notice of Sale, supplemented so as to contain the terms of the Bonds as set forth in this resolution and the reoffering and other information provided by the Purchaser for inclusion in the Official Statement. Section 8. The Authority acknowledges that the Bonds are subject to the rebate requirements of Section 148(f) of the Code. The Authority covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at -3- such times as are required under Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes,unless the Bonds qualify for an exception from the rebate requirement pursuant to one of the spending exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds (other than amounts constituting a"bona fide debt service fund") arise during or after the expenditure of the original proceeds thereof. Section 9. Because the City is the only"obligated person" in respect of the Bonds within the meaning of Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the "Rule") for purposes of identifying the entities in respect of which continuing disclosure must be made, and the City, in its authorizing resolution, has covenanted to comply with the Rule, the Authority will undertake no responsibility for continuing disclosure with respect to the Bonds. Section 10. In order to enhance the marketability of the Bonds, and since the Authority and all subordinate entities do not reasonably expect to issue in excess of$10,000,000 of governmental and qualified 501(c)(3)bonds during calendar year 2007, the Bonds are hereby designated by the Authority as "qualified tax-exempt obligations" for the purposes of Section 265(b) of the Code. Section 11. The officers of the Authority are authorized and directed to prepare and furnish to the Purchaser, and to Dorsey& Whitney LLP, the attorneys rendering an opinion as to the legality thereof, certified copies of all proceedings and records of the Authority relating to the authorization and issuance of the Bonds and such other affidavits and certificates as may reasonably be required to show the facts relating to the legality and the marketability of the Bonds as such facts appear from the officer's books and records or are otherwise known to them. All such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the correctness of all statements contained therein. Section 12. This resolution shall be in full force and effect from and after its passage. -4- Adopted by the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, this 15th day of May, 2007. Phil Young, Chairperson Attest: Scott H. Neal, Executive Director -5- The motion for the adoption of the foregoing resolution was duly seconded by Commissioner and,upon vote being taken thereon, the following Commissioners voted in favor thereof: and the following voted against the same: whereupon the resolution was declared duly passed and adopted. Draft 5/7/07 LEASE-PURCHASE AGREEMENT between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE As Lessor and CITY OF EDEN PRAIRIE, MINNESOTA As Lessee Dated as of June 1, 2007 This instrument drafted by: Dorsey&Whitney LLP Suite 1500 50 South Sixth Street Minneapolis, Minnesota 55402 THIS LEASE-PURCHASE AGREEMENT, dated as of June 1, 2007 (this Lease), by and between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA, as lessor(the Authority),whose address is 8080 Mitchell Road, Minnesota 55344 and CITY OF EDEN PRAIRIE, MINNESOTA, as lessee (the City),whose address is 8080 Mitchell Road, Minnesota 55344; WITNES SETH: WHEREAS, the Authority is authorized by Minnesota Statutes, Section 469.012, subdivision 1(7), within its area of operation and without the adoption of an urban renewal plan, to acquire real property, and to demolish, remove, rehabilitate or reconstruct the buildings and improvements or construct new buildings or improvements thereon; and WHEREAS, the Authority is authorized by Minnesota Statutes, Section 469.012, Subdivision 1(21), to sell or lease any of its real or personal property or interests therein; and WHEREAS, as authorized by Minnesota Statutes, Sections 469.034 and 469.035 and Chapter 475 (the Act), the Authority intends to issue its Public Facility Lease Revenue Bonds, Series 2007A(the Bonds)to finance the construction of improvements to the Eden Prairie Community Center, including the acquisition and construction of a third sheet of ice (the Project) located on land in the City described on Exhibit A attached hereto and to pay certain costs of the issuance of the Bonds; and WHEREAS, the Authority has agreed to lease the Project to the City, pursuant to the terms and conditions of this Lease; WHEREAS, as recited in the bond resolution of the Authority adopted May 15, 2007, the Authority has all necessary power to enter into this Lease of the Project with the Authority; NOW, THEREFORE, in the joint and mutual exercise of their powers, and in consideration of the mutual covenants herein contained, the parties hereto recite and agree as follows: ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease, have the meanings herein specified. Authority Representative: The Chairperson of the Authority or the Executive Director or any other person authorized to act on behalf of the Authority under or with respect to this Lease, as evidenced by a certificate conferring such authority executed by the Chairperson, given to Trustee and the City. Bond Fund: The fund so designated and established by the Trustee pursuant to the Trust Indenture. Bonds: The $1,660,000 Public Facility Lease Revenue Bonds, Series 2007A, to be issued by the Authority pursuant to the Trust Indenture. City Representative: The Mayor or the City Manager, or any person authorized by law to act on behalf of the City under or with respect to this Lease, as evidenced by a certificate conferring such authority executed by the Mayor and given to the Trustee and the Authority. Code: The Internal Revenue Code of 1986, as now or hereafter amended, and the regulations and revenue rulings and procedures issued pursuant thereto from time to time. Fiscal Year: Each twelve-month fiscal period of the City commencing on January 1 of any year and ending on December 31 of said year. Independent Counsel: An attorney duly admitted to the practice of law before the highest court of the State of Minnesota who is not a full-time employee of the Authority, the City or an assignee thereof. Interest: The portion of each Lease-Purchase Payment designated as interest in the attached Exhibit C. Land: The real estate described on Exhibit A hereto, upon which the Project is located. Lease: This Lease-Purchase Agreement, and any duly authorized and executed amendment hereto. Lease-Purchase Payment: Any payment due from the City to the Authority under Section 6.1 of this Lease. Net Proceeds: Any insurance proceeds or condemnation award paid with respect to the Project, remaining after payment therefrom of all expenses incurred in the collection thereof. 2 Payment Date: The date upon which any Lease-Purchase Payment is due and payable as provided in the attached Exhibit C. Permitted Encumbrances: As of any particular time: (i) liens for taxes and assessments not then delinquent, or which the City may, pursuant to provisions of Article VII hereof;permit to remain unpaid, (ii)this Lease and the Trust Indenture, (iii) any mechanic's, laborer's, materialmen's, supplier's or vendor's lien or right not filed or perfected in the manner prescribed by law, (iv) such minor defects, irregularities, encumbrances, easements, rights-of way and clouds on title as normally exist with respect to properties similar in character to the Land and do not, in the opinion of Independent Counsel, materially impair the property affected thereby for the purpose for which it was intended; (v) easements, restrictions or encumbrances, if any, shown on Exhibit A hereto; and(vi) the Third Ice Rink Rental Agreement between the City and the Eden Prairie Hockey Association dated , 2007. Principal: The portion of each Lease-Purchase Payment designated as principal in the attached Exhibit C. Project: The facilities described in greater detail in Exhibit B hereto. Purchase Price: As of any date the Bonds are to be redeemed in whole, the aggregate unpaid Principal,plus Interest accrued and due on said date. State: The State of Minnesota. State and Federal Law or Laws: The Constitution and laws of the State, and any ordinance, rule or regulation of any agency or political subdivision of the State; and any law of the United States, and any rule or regulation of any federal agency. Term of the Lease or Lease Term: The period during which this Lease remains in effect as specified in Sections 5.2 and 5.3. Trustee: Wells Fargo Bank,National Association, of Minneapolis, Minnesota, acting pursuant to the Trust Indenture. Trust Indenture: The Trust Indenture dated as of the date hereof, between the Authority and the Trustee, and any duly authorized and executed amendment thereto. Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a part of this Lease: Exhibit A: A legal description of the Land on which the Project is located. Exhibit B. A description of the Project. Exhibit C: The schedule of Lease-Purchase Payments to be paid by the City to the Authority, showing the date and amount of each Lease-Purchase Payment. 3 ARTICLE II REPRESENTATIONS AND COVENANTS OF CITY AND AUTHORITY Section 2.1. Representations and Covenants of the City. The City represents and covenants as follows: (a) The Constitution and the laws of the State authorize the City to acquire, construct, operate and maintain the Project, to enter into this Lease and the transactions contemplated hereby, and to carry out its obligations under this Lease. (b) The officers of the City executing this Lease are duly authorized to execute and deliver this Lease under the Constitution and laws of the State. (c) The City has complied and will comply with all open meeting laws, all public bidding laws and all other State and Federal Laws applicable to this Lease. (d) During the Term of the Lease, the City will not take or permit any of its officers to take any action with respect to the Lease or the Project which would cause interest on the Bonds to become includable in gross income of the recipient for federal income tax purposes under the Code, and will take all actions necessary to ensure that interest on the Bonds remains excludable from gross income of the recipient under the Code, insofar as it has the power and authority to take such actions. Specifically but without implied limitation, the City will not enter into any lease, use or management agreement, naming rights or other agreement with an entity other than a governmental organization or organization described in Section 501(c)(3) of the Internal Revenue Code that would cause the Bonds to no longer qualify as "qualified 501(c)(3)bonds"under Section 145 of the Code. (e) The execution and delivery of this Lease and the other agreements contemplated hereby to which the City is a party and the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, or constitute on the part of the City a breach of, or a default under, any existing (i) law, or(ii)provisions of any legislative act, constitution or other proceeding establishing or relating to the establishment of the City or its affairs or its resolutions, or(iii) agreement, indenture, mortgage, lease or other instrument to which the City is subject or is a party or by which it is bound. (f) No officer of the City who is authorized to take part in any manner in making this Lease or any contract contemplated hereby has a personal financial interest in or has personally and financially benefited from this Lease or any such contract. (g) There is not pending or threatened any suit, action or proceeding against or affecting the City before or by any court, arbitrator, administrative 4 agency or other governmental authority which materially and adversely affects the validity, as to the City, of this Lease, any of the obligations of the City hereunder or any of the transactions contemplated hereby. Section 2.2. Representations and Covenants of the Authority. The Authority represents and covenants as follows: (a) The Constitution and the laws of the State authorize the Authority to acquire and construct the Project, to enter into this Lease and the transactions contemplated hereby, and to carry out its obligations under this Lease. (b) The officers of the Authority executing this Lease are duly authorized to execute and deliver this Lease under the Constitution and laws of the State. (c) The Authority has complied and will comply with all open meeting laws, all public bidding laws and all other State and Federal Laws applicable to this Lease and the construction and furnishing of the Project. (d) During the Term of the Lease, the Authority will not take or permit any of its officers to take any action with respect to the Lease, the Project which would cause interest on the Bonds to become includable in gross income of the recipient for federal income tax purposes under the Code, and will take all actions necessary to ensure that interest on the Bonds remains not includable in gross income of the recipient under the Code, insofar as it has the power and authority to take such actions. (e) The execution and delivery of this Lease and the other agreements contemplated hereby to which the Authority is a party and the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, or constitute on the part of the Authority a breach of, or a default under, any existing (i) law, or(ii)provisions of any legislative act, constitution or other proceeding establishing or relating to the establishment of the Authority or its affairs or its resolutions, or(iii) agreement, indenture, mortgage, lease or other instrument to which the Authority is subject or is a party or by which it is bound. (f) No officer of the Authority who is authorized to take part in any manner in making this Lease or any contract contemplated hereby has a personal financial interest in or has personally and financially benefited from this Lease or any such contract. (g) There is not pending or threatened any suit, action or proceeding against or affecting the Authority before or by any court, arbitrator, administrative agency or other governmental authority which materially and adversely affects the validity, as to the Authority, of this Lease, any of the obligations of the Authority hereunder or any of the transactions contemplated hereby. 5 ARTICLE III TITLE Section 3.1. Title. During the Term of the Lease, legal title to the Project and any and all repairs, replacements, substitutions and modifications to it shall be in the Authority, subject to the City's interests under this Lease. Section 3.2 Evidence of Title. The Authority shall,upon request of the City, provide to the City a written title opinion or title insurance evidencing that the Authority has good and marketable fee title to the Land subject only to Permitted Encumbrances. ARTICLE IV AGREEMENT TO SELL Section 4.1. Sale. The Authority hereby agrees to sell the Project to the City, and the City hereby agrees to purchase the Project from the Authority,upon the terms and conditions set forth in this Lease. The principal amount of the sale price is $1,660,000, payable with interest in Lease-Purchase Payments as set forth in Section 6.1 hereof. Section 4.2. Possession and Enjoyment. The Authority hereby covenants with respect to the Project to provide the City during the Term of the Lease with quiet use and enjoyment of the Project and the City shall during such Lease Term peaceably and quietly have and hold and enjoy the Project,without suit, trouble or hindrance from the Authority, except as expressly set forth in this Lease. The Authority will, at the request of the City and at the City's cost,join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the Authority may lawfully do so. The Authority shall have the right to enter in and upon the Project as provided in Section 4.3. Section 4.3. Authority Access to Project. The City agrees that the Authority and any Authority Representative shall have the right at all reasonable times to enter upon and to examine and inspect the Project. The City further agrees that the Authority and any Authority Representative shall have such rights of access to the Project as may be reasonably necessary to cause the proper maintenance of the Project in the event of failure by the City to perform its obligations hereunder, or to carry out the Authority's obligations and exercise the Authority's rights under Article XII, or to determine whether the City is in compliance with this Lease. ARTICLE V TERM OF LEASE Section 5.1. Lease. The Authority hereby agrees to lease the Project to the City and the City hereby agrees to lease the Project from the Authority,upon the terms and conditions set forth in this Lease. 6 Section 5.2. Term of Lease. This Lease shall be and remain in effect with respect to the Project for a Lease Term commencing on the date hereof and continuing until January 1, 2028, or until terminated as provided in Section 5.3. Section 5.3. Termination of Lease Term. The Term of the Lease will terminate prior to January 1, 2028 upon the occurrence of the first of the following events: (a) termination of the Lease pursuant to Section 6.4 hereof; (b) defeasance of the Lease pursuant to Section 10.3 hereof; (c) a default by the City and the Authority's election to terminate this Lease pursuant to Article XII; or (d) the payment by the City of the Purchase Price, together with any fees and expenses due the Authority or Trustee hereunder or under the Trust Indenture. Section 5.4. Conveyance. Upon the termination of the Lease as set forth in(b) or (d) above, the Authority shall convey to the City all of its right, title and interest in the Project by quit claim deed and bill of sale. The City shall pay all expenses of preparation of the documents of conveyance and all taxes and charges payable in connection with the conveyance. The City shall take title subject to: (a) those liens and encumbrances, if any, to which the property was subject when conveyed to the Authority; (b) those liens and encumbrances, if any, created, permitted or acquiesced in by the City, or to the creation of which the Authority did not consent; (c) those liens and encumbrances, if any, resulting from the failure of the City to perform or observe any of its agreements in this Lease; (d) Permitted Encumbrances, other than this Lease; and (e) the lien of unpaid installments of special assessments levied against the Project and not yet due and payable. ARTICLE VI LEASE-PURCHASE PAYMENTS; FEES AND EXPENSES Section 6.1. Lease-Purchase Payments. The City shall pay Lease-Purchase Payments with respect to the Project, at the times and in the amounts as set forth in Exhibit C. The Lease-Purchase Payments shall be payable to the Trustee on behalf of the Authority in lawful money of the United States of America. Amounts already on deposit in the Bond Fund as of each Payment Date may be credited against the Lease-Purchase Payment otherwise due on such date. 7 Section 6.2. Lease-Purchase Payments to be Unconditional. Except as provided in Section 6.4, the obligation of the City to make Lease-Purchase Payments due with respect to the Project or any other payments required hereunder shall be absolute and unconditional in all events. Notwithstanding any dispute between the City and the Authority or any other person, the City shall make all Lease-Purchase Payments and other payments required hereunder when due and shall not withhold any Lease-Purchase Payment or other payment pending final resolution of such dispute nor shall the City assert any right of set-off or counterclaim against its obligation to make such Lease-Purchase Payments or other payments required under this Lease. The City's obligation to make Lease-Purchase Payments or other payments during the Lease Term shall not be abated through accident or unforeseen circumstances. Section 6.3. Current Expense. The obligations of the City under this Lease, including its obligation to pay the Lease-Purchase Payments due with respect to the Project in any Fiscal Year for which this Lease is in effect, shall constitute a current expense of the City for such Fiscal Year and shall not constitute an indebtedness of the City within the meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by the City of any taxes or other moneys, other than moneys lawfully appropriated from time to time by or for the benefit of the Authority's annual budget and the proceeds or Net Proceeds of the Project and Land, to the payment of any Lease-Purchase Payment or other amount coming due hereunder. Section 6.4. Termination of Lease. The City shall have the right to cancel and terminate this Lease, in whole but not in part, at the end of any Fiscal Year of the City, in the manner and subject to the terms specified in this Section and Section 6.6, if the City's governing body does not appropriate moneys sufficient to pay the Lease-Purchase Payments coming due in the next Fiscal Year. Lack of a sufficient appropriation shall be evidenced by a specific provision in the budget of the City, which prohibits the expenditure of the City funds for this purpose. The City may effect such termination by giving the Authority a written notice of termination and by paying to the Authority any Lease-Purchase Payments which are due and have not been paid at or before the end of its then current Fiscal Year. The City shall endeavor to give notice of termination not less than sixty (60) days prior to the end of such Fiscal Year, and shall notify the Authority of any anticipated termination. In the event of termination of this Lease as provided in this Section, the City shall deliver possession of the Project to the Authority in accordance with Section 12.3, and release its interest in the Project granted under this Lease within ten (10) days after the termination of this Lease. Section 6.5. Intent to Continue Lease-Purchase Payments; Appropriations. The City presently intends to continue this Lease for its entire Term and to pay all Lease-Purchase Payments required hereunder. The City's finance director will include in the budget request for each Fiscal Year the Lease-Purchase Payments to become due in such Fiscal Year, and will use all reasonable and lawful means at his/her disposal to secure the appropriation of money for such Fiscal Year sufficient to pay the Lease-Purchase Payments coming due therein. The City reasonably believes that moneys in an amount sufficient to make all such Lease-Purchase Payments can and will lawfully be appropriated and made available for this purpose. To provide the funds necessary to make the Lease-Purchase Payments, the City agrees, subject to the provisions of Section 6.4, that it will include in each annual budget an appropriation sufficient therefor and will levy general ad valorem taxes in the amount required, together with any other available and appropriated funds, to make the Lease-Purchase Payments. 8 Section 6.6. Effect of Termination. Upon termination of this Lease as provided in Section 6.4, the City shall not be responsible for the payment of any additional Lease- Purchase Payments coming due with respect to succeeding Fiscal Years, but if the City has not delivered possession of the Project to the Authority in accordance with Section 12.3 and conveyed to Lessor or released its interest in the Project granted under this Lease within ten(10) days after the termination of the Lease, the termination shall nevertheless be effective,but the City shall be responsible for the payment of damages in an amount equal to the amount of the Lease-Purchase Payments thereafter coming due under Exhibit C which are attributable to the number of days after such ten (10) day period during which the City fails to take such actions. Section 6.7. Additional Payments. The City shall during the Lease Term, within thirty(30)business days after written notice that such payment is due, also pay the following amounts to the following persons: (a) to the Trustee, all reasonable fees of the Trustee for services rendered under the Trust Indenture, provided that the City may, without creating a default hereunder, contest in good faith the reasonableness of any such fees or expenses other than the Trustee's fees for ordinary services as may be set forth in the Trust Indenture; (b) to Authority, all reasonable expenses incurred by Authority in connection with the transactions contemplated hereby which are not otherwise required to be paid by the City under the terms of this Lease; (c) all costs and expenses specifically required to be paid by the City under the terms of this Lease or the Trust Indenture; and (d) to Authority or the Trustee, as the case may be, the amount of all advances of funds made by either of them under the provisions hereof. (e) all amounts payable pursuant to this Section 6.7 shall be paid by the City within 60 days following mailing of notice of such amount due by the Trustee or the Authority to the City. In the event the City should fail to make any of the payments required by this Section, the item in default shall continue as an obligation of the City until the amount in default shall have been fully paid, and the City will pay the same with interest thereon at the rate of 12% per annum, or, if less, at the maximum rate permitted by law. ARTICLE VII MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS Section 7.1. Maintenance and Modification of Project by the City. The City shall, at its own expense, maintain,preserve and keep the Project in good repair, working order and condition, and shall from time to time make all repairs, replacements and improvements necessary to keep the Project in such condition. The Authority shall have no responsibility for any of these repairs, replacements or improvements. In addition, the City shall, at its own 9 expense, have the right to remodel the Project or to make additions, modifications and improvements thereto. All such additions, modifications and improvements shall thereafter comprise part of the Project, shall be the property of the Authority and be subject to the provisions of this Lease. Such additions, modifications and improvements shall neither in any way damage the Project nor cause them to be used for purposes other than those authorized under the provisions of State and Federal Law; and the Project,upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value not less than the value of the Project immediately prior to the making of such additions, modifications and improvements. The City will not permit any mechanic's or other lien to be established or remain against the Project for labor or materials furnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the City pursuant to this Section; provided that if any such lien is established and the City shall first notify the Authority of the City's intention to do so, the City may in good faith contest any lien filed or established against the Project, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless the Authority shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such item the interest of the Authority in the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay and cause to be satisfied and discharged all such unpaid items or provide the Authority with full security against any such loss or forfeiture, in form satisfactory to the Authority. The Authority will cooperate fully with the City in any such contest, upon the request and at the expense of the City. Section 7.2. Taxes, Other Governmental Charges and Utility Charges. The City shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operation, maintenance,use, occupancy and upkeep of the Project. The City shall also pay all property and excise taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Project, which become due during the Term of the Lease, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the Term of the Lease as and when the same become due. The City shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts,profit, excess profit, capital stock, corporate, or other similar tax payable by the Authority, its successors or assigns, unless such tax is made in lieu of or as a substitute for any real estate or other tax upon the Project. The City may, at the City's expense and in the City's name, in good faith contest any such taxes, assessments,utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of the Authority in the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, assessments or charges 10 or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority. Section 7.3. Liability Insurance. The City shall procure and maintain continuously in effect with respect to the Project, insurance against liability for injuries to or death of any person or damage to or loss of property arising out of or in any way relating to the maintenance, use or operation of the Project or any part thereof. The Net Proceeds of all such insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the insurance proceeds may be paid. As an alternative to the purchase of liability insurance, the City may self-insure against such liabilities in accordance with applicable law. Section 7.4. Indemnity. The City assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to the Project and for injury to or death of any person or damage to any property, whether such injury or death be with respect to agents or employees of the City or of third parties, and whether such property damage be to the City's property or the property of others, which is proximately caused by the negligent conduct of the City, its officers, employees and agents. The City hereby assumes responsibility for and agrees to reimburse the Authority, its officers, agents or employees, for all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorney's fees) of whatsoever kind and nature, imposed on, incurred by or asserted against the Authority, its officers, agents or employees, that in any way relate to or arise out of the acquisition, construction or operation of the Project, the execution and performance of this Lease or the authorization, execution and delivery of the Bonds, to the maximum extent permitted by law, and by assuming the foregoing liability, the City does not waive any protections under Minnesota Statutes, Chapter 466. Section 7.5. Property Insurance. The City shall procure and maintain continuously in effect during the Term of the Lease with respect to the Project, hazard insurance against all risks of physical loss (including, without limitation, fire, extended coverage perils and vandalism and malicious mischief) in an amount equal to the full replacement value of the Project. The Net Proceeds of insurance required by this Section shall be applied as provided in Article VIII. Section 7.6. Worker's Compensation Insurance. If required by State law, the City shall carry worker's compensation insurance covering all its employees on, in, near or about the Project. Section 7.7. Other Insurance and Requirements for All Insurance. All insurance required by Article VII or this Article may be carried under a separate policy or a rider or endorsement; shall be taken out and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State; shall contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to both parties at least 10 days before the cancellation or revision becomes effective; and shall name the City and the Authority as insured parties as their interests may appear. The City shall deposit with the Authority policies evidencing any such insurance procured by it, or a certificate or certificates of the respective insurers stating that such insurance is in full force and effect. Before the expiration of any such policy, the City shall furnish to the 11 Authority evidence that the policy has been renewed or replaced by another policy conforming to the provisions of this Article,unless such insurance is no longer obtainable, in which event the City shall notify the Authority of this fact. If any insurance required by Sections 7.3 or 7.6 hereof is unavailable or the cost of obtaining such insurance is, in the judgment of the governing body of the City, excessive, the City may self-insure for such risks,provided that the City gives prompt written notice of its intent to do so to the Authority. The City shall continue to seek such insurance coverage and if such insurance becomes available at a reasonable cost, the City shall promptly obtain such insurance. Notwithstanding the foregoing, the City shall at all times maintain a policy of general public liability insurance with respect to the Land and the Project naming the Trustee as an insured, in an amount not less than $600,000. Section 7.8. Advances. If the City shall fail to perform any of its obligations under this Lease, the Authority or Trustee may,but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and the City shall be obligated to repay all such advances on demand, with interest at the maximum rate permitted by law or 12%, whichever is less, from the date of the advance to the date of repayment. Section 7.9. Liens. The City shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Project, other than the respective rights of the Authority and the City as herein provided and Permitted Encumbrances. Except as expressly provided in this Article, the City shall promptly, at its own expense, take such action as may be necessary duly to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time. The City shall reimburse the Authority for any expense incurred by it in order to discharge or remove any such mortgage,pledge, lien, charge, encumbrance or claim. Section 7.10. Arbitrage Rebate. The City will comply with all provisions of the Rebate Certificate dated as of the date of delivery of the Bonds. If required, the City shall pay the rebate amount calculated from time to time in accordance with the provisions of the Rebate Certificate and shall pay, or reimburse to the Authority and the Trustee, all costs and expenses incurred by the Authority and the Trustee, as the case may be, in making such calculations and otherwise carrying out the provisions of the Rebate Certificate. ARTICLE VIII DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 8.1. Damage, Destruction and Condemnation. If(i) the Project or any portion thereof is destroyed or is damaged by fire or other casualty or(ii) title to or the temporary use of the Project or any part thereof, or the interest of the City or the Authority in the Project or Land or any part thereof, shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, the City shall have the rights specified in this Section with respect to the Net Proceeds of any insurance or condemnation award. The City shall either apply such Net Proceeds to the prompt repair, restoration, modification or improvement of the Project and shall be obligated to continue to pay the Lease-Purchase Payments, or the City shall pay the entire Purchase Price of 12 the Project in accordance with Section 10.1, or defease this Lease pursuant to Section 10.3 hereof, in which event the Net Proceeds may be used for such purpose. Section 8.2. Insufficiency of Net Proceeds. If the City elects to repair and restore the Project and the Net Proceeds are insufficient to pay in full the cost of any repair and restoration, the City shall complete the work and pay any cost in excess of the amount of the Net Proceeds, and the City agrees that if by reason of any such insufficiency of the Net Proceeds, the City shall make any payments pursuant to the provisions of this Section 8.2, the City shall not be entitled to any reimbursement therefor from the Authority, nor shall the City be entitled to any diminution of the Lease-Purchase Payments due with respect to the Project. Section 8.3. Cooperation of the Authority. The Authority shall cooperate fully with the City at the expense of the City in filing any proof of loss with respect to any insurance policy covering the casualties described in Section 8.1 hereof and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Project or any part there of and will, to the extent it may lawfully do so,permit the City to litigate in any proceeding resulting therefrom in the name of and on behalf of the Authority. In no event will the Authority voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim or any prospective or pending condemnation proceeding with respect to the Project or any part thereof without the written consent of the City. Section 8.4. Destruction or Condemnation of Other Property Owned by the City. The City shall be entitled to the Net Proceeds of any insurance claim or condemnation award or portion thereof made for destruction of, damage to or taking of its property not included in the Project. ARTICLE IX CITY'S EQUIPMENT; WARRANTIES; DISCLAIMER Section 9.1. Installation of the City's Equipment. The City may at any time and from time to time, in its sole discretion and at its own expense, install items of movable machinery and equipment in or upon the Project, which items shall be identified by tags or other symbols affixed thereto as property of the City not included in the Project. All such items so identified shall remain the sole property of the City, in which the Authority shall have no interest, and may be modified or removed by the City at any time, provided that the City shall repair and restore any and all damage to the Project resulting from the installation, modification or removal of any such items. Nothing in this Lease shall prevent the City from purchasing items to be installed pursuant to this Section under a conditional sale or lease with option to purchase, or subject to a vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Project. Section 9.2. Disclaimer of Warranties. THE AUTHORITY MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY 13 OF THE PROJECT, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT. ARTICLE X OPTION TO PREPAY PURCHASE PRICE; DEFEASANCE Section 10.1. When Available. The City shall have the option to prepay the Purchase Price or any portion thereof(in integral multiples of$5,000), without penalty, on any date on or after January 1, 2016, but only if the City is not in default under this Lease, and only in the manner provided in this Article. Any prepayment in part shall be applied against Principal in inverse order of Payment Dates, and the Authority and City shall prepare and execute a revised Exhibit C reflecting such prepayment. Any such prepayment shall be applied by the Authority to redeem Bonds pursuant to Section 3.01 of the Trust Indenture. Section 10.2. Exercise of Option. The City shall give notice to the Authority and Trustee of its intention to exercise its option under Section 10.1 not less than sixty(60) days prior to the Payment Date on which the option is to be exercised, and shall deposit with Trustee on the date of exercise an amount equal to the portion of the Purchase Price being prepaid. Section 10.3. Defeasance. The City may at any time discharge its liability hereunder in its entirety with reference to all Lease-Purchase Payments not yet due hereunder, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law and under Section 10.01 of the Trust Indenture to be so deposited,bearing interest payable at such times and at such rates and maturing on such dates as shall be required without reinvestment to provide funds sufficient to pay(i) all Lease-Purchase Payments to become due on their respective Payment Dates or(ii) all Lease-Purchase Payments to become due on or before a date designated by the City (on or after January 1, 2016) and the remaining Purchase Price then due on such designated date. If this Lease is defeased pursuant to (ii) above, the Authority and City shall make the necessary arrangements with the Trustee for redemption of all outstanding Bonds on the designated date. When the liability of the City hereunder has been so discharged as provided in this Section 10.3, and all other fees and expenses payable by the City hereunder have been paid or arrangements made for payment, all pledges, covenants and other rights granted by this Lease to the Authority shall cease. ARTICLE XI ASSIGNMENT AND LEASING Section 11.1. Assignment by the Authority. The Authority shall not assign its obligations under this Lease, and no purported assignment thereof shall be effective. All of the Authority's right, title and/or interest in and to this Lease, the Lease-Purchase Payments and other amounts due hereunder(other than any indemnity payments and reimbursement of costs and expenses)may be assigned to the Trustee, and the City hereby consents to the assignment made by the Authority to the Trustee pursuant to the Trust Indenture. 14 Section 11.2. Assignment and Subleasing by the City. The City may not assign its rights or obligations under this Lease to any person during the Term of the Lease. The City may not lease all or any part of the Project, or contract for the operation of the Project by an entity other than the City or an agency or political subdivision of the State of Minnesota during the Term of the Lease, except in a manner that will not cause interest on the Bonds to become includable in the gross income of the owners thereof for federal income tax purposes. ARTICLE XII EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined. The following shall be "events of default"under this Lease and the terms "events of default" and"default" shall mean, whenever they are used in this Lease,with respect to the Project, any one or more of the following events: (i) Failure by the City to pay any Lease-Purchase Payment or other payment required to be paid hereunder at the time specified herein and the continuation of said failure for a period of five business days after telephonic or telegraphic notice given by the Authority that the payment referred to in such notice has not been received, such telephonic or telegraphic notice to be subsequently confirmed in writing, or after written notice. (ii) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in clause (i) of this Section, for a period of thirty(30) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority, unless the Authority shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Authority will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected. (iii) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of the City to carry on its operations at the Project, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Statute, as amended, or under any similar acts which may hereafter be enacted. The provisions of this Section 12.1 and Section 12.2 are subject to the following limitation: if by reason of force majeure the City is unable in whole or in part to carry out its obligations under this Lease with respect to the Project, other than the obligation of the City to pay Lease-Purchase Payments with respect thereto which shall be paid when due notwithstanding the provisions of 15 this paragraph, the City shall not be deemed in default during the continuance of such inability or during any other delays which are a direct consequence of the force majeure inability. The term "force majeure" as used herein shall mean, without limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or any of its departments, agencies or officials, or any civil or military authority; insurrections; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; or any other cause or event not reasonably within the control of the City and not resulting from its negligence. The City agrees, however, to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its obligations under this Lease; provided that the settlement of strikes, lockouts and other employment disputes shall be entirely within the discretion of the City. Section 12.2. Remedies on Default. Whenever any event of default referred to in Section 12.1 hereof shall have happened and be continuing with respect to the Project, the Authority shall have the right, at its option, to take one or any combination of the following remedial steps: (i) Cancel and terminate this Lease by written notice in accordance with law, re-enter and take possession of the Project, and the Project and all improvements thereto, and all prior Lease-Purchase Payments made hereunder by the City, shall belong to the Authority as liquidated damages; or (ii) By written notice to the City in accordance with law, declare the unpaid Principal, with interest accrued thereon, immediately due and payable; or (iii) Take whatever action at law or in equity may appear necessary or desirable to collect the Lease-Purchase Payments then due and thereafter to become due during the then current Fiscal Year of the City with respect to the Project, or enforce performance and observance of any obligation, agreement or covenant of the City under this Lease. Section 12.3. Surrender of Project. Upon the termination of this Lease under the circumstances described in paragraphs (a) or(c) of Section 5.3 hereof, the City shall surrender possession of the Project to the Authority in the condition, repair, appearance and working order required in Section 7.1. Section 12.4. Delay;Notice. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle any party to exercise any remedy reserved to it in this Lease it shall not be necessary to give any notice, other than such notice as may be required in this Lease or by law. Section 12.5. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon 16 any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 12.6. Agreement to Pay Attorneys' Fees and Expenses. In the event either party to this Lease should default under any of the provisions hereof and the nondefaulting party should employ attorneys or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the nondefaulting party the reasonable fee of such attorneys and such other expenses so incurred by the nondefaulting party. Section 12.7. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Lease should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Section 12.8 Trustee's Exercise of the Authority's Remedies. Whenever any Event of Default shall have happened and be subsisting the Trustee may, but except as otherwise provided in the Trust Indenture shall not be obliged to, exercise any or all of the rights of the Authority under this Article XII. In such case, the Authority will cooperate fully with the Trustee in any legal action. ARTICLE XIII RIGHTS, TITLE AND INTEREST Section 13.1. Rights in the Authority are Held Solely for Benefit of Bondholders. All rights, title and interest created in the Authority pursuant to this Lease (other than for indemnification and reimbursement of expenses) are held by the Authority solely for the benefit of the registered owners of the Bonds issued pursuant to the Trust Indenture from the Authority to the Trustee, and are not created in the Authority in its individual capacity or for its own account or benefit for any reason whatsoever. All such rights, title and interest (other than for indemnification and reimbursement of expenses)have been irrevocable and absolutely assigned and conveyed in their entirety to the Trustee for the benefit of the registered owners of the Bonds issued pursuant to the Trust Indenture. ARTICLE XIV ADMINISTRATIVE PROVISIONS Section 14.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given on the earlier of(i) delivery or (ii) three days following deposit in the United States mail in certified form with postage fully prepaid to the addresses shown in the first paragraph hereof. The Authority and the City, by notice given hereunder, and to the Trustee, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Any notice provided 17 hereunder by the City or the Authority shall also be sent to the Trustee at the address given in Section 13.08 of the Trust Indenture. Section 14.2. Binding Effect. This Lease shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns. Section 14.3 Severability. In the event any provision of this Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 14.4. Amendments, Changes and Modifications. This Lease may be amended or any of its terms modified only by written amendment authorized and executed by the City and the Authority, and in accordance with Article XII of the Trust Indenture. Section 14.5. Further Assurances and Corrective Instruments. The Authority and the City agree that they will, if necessary, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Project hereby sold or intended so to be or for carrying out the expressed intention of this Lease. Section 14.6. Execution Counterparts. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 14.7. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the State. Section 14.8. Captions. The captions or headings in this Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Lease. 18 IN WITNESS WHEREOF, the Authority has caused this Lease to be executed in its corporate name by its duly authorized officers and the City has caused this Lease to be executed in its name by its duly authorized officers as of the date first above written. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE By Chair Attest: Executive Director CITY OF EDEN PRAIRIE, MINNESOTA, MINNESOTA By Mayor And City Manager 19 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) This instrument was acknowledged before me on , 2007,by Phil Young and Scott Neal, the Chair and Executive Director, respectively, of the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, a Minnesota political subdivision, on behalf of the political subdivision. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) This instrument was acknowledged before me on , 2007,by Phil Young and Scott Neal, the Mayor and the City Manager, respectively, of the City of Eden Prairie, Minnesota, a Minnesota municipal corporation, on behalf of the municipal corporation. Notary Public 20 EXHIBIT A Legal Description of the Land—Project A-1 EXHIBIT B Description of Project The Project consists of an Olympic-size ice rink(100 feet wide and 200 feet long) constructed as an addition to the Eden Prairie Community Center. The Project will be operated in conjunction with two existing ice rinks located in the Community Center. B-1 EXHIBIT C LEASE-PURCHASE PAYMENT SCHEDULE Payment Payment Total Date Number Payment Principal Interest C-1 EXHIBIT D COMPLETION CERTIFICATE Wells Fargo Bank, National Association, as Trustee 6th Street and Marquette Ave. N9303-110 Minneapolis, Minnesota 55479 Ladies and Gentlemen: In accordance with the terms of the Lease-Purchase Agreement dated as of June 1, 2007 (the "Lease"),between the City of Eden Prairie, Minnesota(the "City") and the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota(the "Authority") and the Trust Indenture dated as of June 1, 2007 (the "Indenture")between the Authority and Wells Fargo Bank,National Association, as trustee (the "Trustee"), the City hereby certifies and represents to, and agrees with, the Trustee as follows: 1. The Project, as such term is defined in the Lease, has been designed, constructed, installed and accepted on the date indicated below. 2. The City has conducted such inspection and/or testing of the Project as it deems necessary and appropriate and hereby acknowledges that it accepts the Project for all purposes, and that the Project is available for the use and occupancy of the City. 3. No event of default, as such term is used in the Lease, and no event which with notice or lapse of time, or both, would become an event of default, has occurred and is continuing at the date hereof. 4. All Project Costs (as defined in the Lease) have been paid. CITY OF EDEN PRAIRIE, MINNESOTA By: Title: Date: D-1 Draft 5/7/07 TRUST INDENTURE between HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA and WELLS FARGO BANK,NATIONAL ASSOCIATION, as Trustee Dated as of June 1, 2007 Relating to: PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2007A This instrument drafted by: Dorsey& Whitney LLP Suite 1500 50 South Sixth Street Minneapolis, Minnesota 55402-1498 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 4 Section 1.01. Definitions 4 Section 1.02. Additional Provisions as to Interpretation 6 ARTICLE II FORM, EXECUTION AND REGISTRATION OF BONDS 7 Section 2.01. Form of Bonds 7 Section 2.02. Maturities,Numeration and Interest Payment Dates 11 Section 2.03. Execution of Bonds 12 Section 2.04. Authentication of Bonds 12 Section 2.05. Registration, Transfer and Exchange 13 Section 2.06. Payment of Interest on the Bonds; Interest Rights Preserved 13 Section 2.07. Ownership of Bonds 14 Section 2.08. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds 15 Section 2.09. Conditions for Authentication of Bonds 15 Section 2.10. Securities Depository 15 ARTICLE III REDEMPTION OF BONDS 17 Section 3.01. Optional Redemption of Bonds 17 Section 3.02. Written Notice to Trustee 17 Section 3.03. Mailing and Publication of Notice 17 Section 3.04. Deposit for Redemption 17 Section 3.05. Payment of Redeemed Bonds 17 Section 3.06. Cancellation of Redeemed Bonds 18 Section 3.07. Partial Redemption of Bonds 18 ARTICLE IV BOND PROCEEDS 19 Section 4.01. Deposit of Bond Proceeds 19 Section 4.02. Establishment of Construction Fund 19 Section 4.03. Project Costs Defined 19 Section 4.04. Payments from Construction Fund 20 Section 4.05. Deposit and Investment of Construction Fund Moneys 20 Section 4.06. Application of Balance in Construction Fund 21 ARTICLE V DISPOSITION OF PLEDGED REVENUES 21 Section 5.01. Bond Fund 21 Section 5.02. Investment of Funds in the Bond Fund 21 ARTICLE VI PARTICULAR COVENANTS OF THE AUTHORITY 22 i Section 6.01. Payment of Bonds 22 Section 6.02. Extensions of Payments of Bonds 22 Section 6.03. Authorization 23 Section 6.04. Concerning the Lease 23 Section 6.05. To Observe All Covenants and Terms; Limitations on Authority's Obligations23 Section 6.06. Liens 23 ARTICLE VII EVENTS OF DEFAULT; REMEDIES 24 Section 7.01. Events of Default 24 Section 7.02. Enforcement of Covenants and Conditions 24 Section 7.03. Application of Moneys 25 Section 7.04. Right of Trustee to Act Without Possession of Bonds 26 Section 7.05. Power of Majority of Bondholders 26 Section 7.06. Limitation on Suits by Bondholders 26 Section 7.07. Waiver by Bondholders 27 Section 7.08. Remedies Cumulative, Delay Not To Constitute Waiver 27 Section 7.09. Restoration of Rights Upon Discontinuance of Proceedings 27 ARTICLE VIII CONCERNING THE TRUSTEE 27 Section 8.01. Acceptance of Trust and Prudent Performance Thereof 27 Section 8.02. Trustee May Rely Upon Certain Documents and Opinions 29 Section 8.03. Trustee Not Responsible for Indenture Statements, Validity 29 Section 8.04. Limits on Duties and Liabilities of Trustee 29 Section 8.05. Money Held in Trust 30 Section 8.06. Obligation of Trustee 30 Section 8.07. Notice to Bondholders 30 Section 8.08. Intervention in Judicial Proceedings 30 Section 8.09. Further Investigation by Trustee 30 Section 8.10. Trustee to Retain Financial Records 31 Section 8.11. Compensation of Trustee 31 Section 8.12. Trustee May Hold Bonds 31 Section 8.13. Appointment of Trustee 31 Section 8.14. Merger of Trustee 31 Section 8.15. Resignation or Removal of Trustee 32 Section 8.16. Appointment of Successor Trustee 32 Section 8.17. Transfer of Rights and Property to Successor Trustee 32 Section 8.18. Appointment of Successor or Alternate Paying Agents 33 ARTICLE IX CONCERNING THE BONDHOLDERS 33 Section 9.01. Execution of Instruments by Bondholders 33 Section 9.02. Waiver of Notice 34 Section 9.03. Determination of Bondholder Concurrence 34 Section 9.04. Reserved 34 Section 9.05. Revocation by Bondholders 34 ii ARTICLE X PAYMENT, DEFEASANCE AND RELEASE 34 Section 10.01. Payment and Discharge of Indenture 34 Section 10.02. Bonds Deemed Not Outstanding After Deposits 35 Section 10.03. Unclaimed Money to be Returned 36 ARTICLE XI SUPPLEMENTAL INDENTURES 36 Section 11.01. Purposes for Which Supplemental Indentures May be Executed 36 Section 11.02. Execution of Supplemental Indenture 37 Section 11.03. Discretion of Trustee 37 Section 11.04. Modification of Indenture with Consent of Bondholders 37 Section 11.05. Supplemental Indentures to be Part of Indenture 38 Section 11.06. Rights of City Unaffected 38 Section 11.07. Rights of Authority 38 ARTICLE XII AMENDMENTS TO THE LEASE 39 Section 12.01. Amendments to the Lease Not Requiring Consent of Bondholders 39 Section 12.02. Amendments to Lease Requiring Consent of Bondholders 39 Section 12.03. Rights of Authority 39 ARTICLE XIII MISCELLANEOUS 39 Section 13.01. Rights in Authority are Held Solely for Benefit of Bondholders 39 Section 13.02. Covenants of Authority Bind Successors and Assigns 39 Section 13.03. Immunity of Officers 40 Section 13.04.No Benefits to Outside Parties 40 Section 13.05. Separability of Indenture Provisions 40 Section 13.06. Execution of Indenture in Counterparts 40 Section 13.07. Headings Not Controlling 40 Section 13.08. Notices etc., to Trustee, Authority and City 40 Section 13.09. Additional Bonds 41 iii TRUST INDENTURE THIS TRUST INDENTURE, dated as of June 1, 2007, by and between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA, a public body corporate and politic of the State of Minnesota(the "Authority") and WELLS FARGO BANK,NATIONAL ASSOCIATION, a national banking association with trust powers, organized under the laws of the United States and having its main office and place of business in Minneapolis, Minnesota(the "Trustee"). WITNESSETH: WHEREAS, the Authority is a body corporate and politic duly created and existing under the laws of Minnesota; and WHEREAS, as authorized by Minnesota Statutes, Sections 469.034, 469.035, 465.71 and Chapter 475 (collectively, the "Act"), the Authority intends to issue its Public Facility Lease Revenue Bonds, Series 2007A (the "Bonds") to finance the construction of improvements to the Eden Prairie Community Center including the acquisition and construction of a third sheet of ice (the "Project") located on certain real property in the City of Eden Prairie, Minnesota(the "City") described on Exhibit A attached hereto; and WHEREAS, the Authority will lease and agree to sell the Project to the City pursuant to and in accordance with a Lease-Purchase Agreement dated as of June 1, 2007 (the "Lease"); and WHEREAS, the Authority has deemed it advisable to enter into this Indenture and has duly authorized and directed the issuance of bonds in the approximate aggregate principal amount of$1,660,000, to be designated"Public Facility Lease Revenue Bonds, Series 2007A," which shall be fully registered bonds as in this Indenture hereinafter provided; and WHEREAS, the Lease requires the City to make Lease-Purchase Payments thereunder in amounts and at times sufficient to pay the principal of, and premium, if any, and interest on the Bonds when due; and WHEREAS, the execution and delivery of this Indenture and the Lease and the issuance of the Bonds have been in all respects duly and validly authorized by the Board of Commissioners of the Authority pursuant to a bond resolution adopted by the Board of Commissioners of the Authority on May 15, 2007 (the "Bond Resolution"); and WHEREAS, all conditions, acts and things necessary and required by the Constitution and Laws of the State of Minnesota, or otherwise, to exist, to have happened or to have been performed precedent to and in the execution and delivery of this Indenture, and in the issuance of the Bonds, do exist, have happened or have been performed in regular form, time and manner, and the execution and delivery of this Indenture have been in all respects duly authorized; and WHEREAS, the Trustee has accepted the trusts created by this Indenture and in evidence thereof has joined in the execution hereof. NOW, THEREFORE, THIS INDENTURE WITNESSETH: GRANTING CLAUSES That the Authority, in order to secure the payment of the principal of,premium(if any) and interest on the Bonds issued under this Indenture according to their tenor and effect and the performance and observance of each and all of the covenants and conditions herein and therein contained, and for and in consideration of the premises and of the purchase and acceptance of the Bonds by the respective purchaser or purchasers and registered owner or Holder or Holders thereof, and for other good and valuable considerations, the receipt whereof is hereby acknowledged, has executed and delivered this Indenture and has granted, bargained, sold, assigned, transferred, conveyed, warranted, pledged and set over, and by these presents does hereby grant, bargain, sell, assign, transfer, convey, warrant, pledge and set over, absolutely unto the Trustee, and to its successor or successors in the trust hereby created and to its or their assigns forever: I. All of the right, title and interest of the Authority in the Lease (except for the Authority's rights to indemnification and reimbursement of expenses). II. A first lien on and pledge of the money and investments in the Bond Fund covenanted to be created and maintained under this Indenture. III. Any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, assigned or transferred, or in which a security interest is granted, by the Authority or the City or by anyone on behalf of them or with their written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same to the terms hereof. TO HAVE AND TO HOLD all and singular the said property hereby conveyed and assigned, or agreed or intended so to be, to the Trustee, its successor or successors in trust and its and their assigns, FOREVER. IN TRUST NEVERTHELESS, upon the terms and trust herein set forth, for the equal and proportionate benefit, security and protection of all holders of the Bonds issued or to be issued under and secured by this Indenture, without preference,priority or distinction as to lien or otherwise of any of the Bonds over any of the others; PROVIDED, HOWEVER, that if the Authority, its successors or assigns, shall well and truly pay or cause to be paid the principal of the Bonds and the premium(if any) and interest due or to become due thereon, at the times and in the manner mentioned in the Bonds, according to the true intent and meaning thereof, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee sums sufficient to pay the entire amount due or to become due thereon, and shall well and truly keep,perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it and shall pay to 2 the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof; then upon such final payment this Indenture and the rights hereby granted shall cease, determine and be void; otherwise, this Indenture to be and remain in full force and effect. THIS INDENTURE FURTHER WITNES SETH, and it is expressly declared that, all Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property hereby assigned or pledged is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Authority has agreed and covenanted and does hereby agree and covenant with the Trustee and with the respective holders from time to time, of the said Bonds, as follows: 3 ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Article I and in the recitals and succeeding Articles of this Indenture shall, for all purposes of this Indenture and of any indenture supplemental hereto, have the meanings herein specified, such definitions to be equally applicable to both the singular and plural forms of any of the terms defined: Act: Minnesota Statutes, Sections 469.001 to 469.047, as heretofore or hereafter amended; Authority Representative: The Chair of the Authority or the Executive Director or any other person authorized to act on behalf of the Authority under or with respect to this Indenture, as evidenced by a certificate conferring such authority executed by the Chair, given to the Trustee and the City. Bond Fund: The Bond Fund created under Section 5.01 of this Indenture. Bond Resolution: The resolution of the Authority adopted by the Board of Commissioners of the Authority on May 15, 2007, authorizing the issuance and sale of the Bonds, as the same may be amended, modified or supplemented by any amendments or modifications thereof. Bonds: The Public Facility Lease Revenue Bonds, Series 2007A, authorized by this Indenture and the Bond Resolution and described in Section 2.01 of this Indenture. Certificate: A certification in writing required or permitted by the provisions of the Lease or this Indenture, signed and delivered to the Trustee or other proper person or persons. City: The City of Eden Prairie, Minnesota, its successors and assigns. City Representative: The Mayor or City Manager or any person authorized by law to act on his behalf under or with respect to this Indenture, as evidenced by a certificate conferring such authority executed by the Mayor and given to the Authority and the Trustee. Default: Default by the Authority in the performance or observance of any of the covenants, agreements or conditions on its part contained in this Indenture, exclusive of any notice or period of grace required to constitute a default an"Event of Default" as described in Section 7.01 hereof. Event of Default: An Event of Default described in Section 7.01 hereof which has not been cured. Fiscal Year: The fiscal year of the Authority; initially, the 12-month period commencing on January 1 in each year. 4 Holder, Bondholder or Owner: The person or persons in whose name any Bond shall be registered. Indenture: This Trust Indenture under which the Bonds are authorized to be issued, and any amendments or supplements hereto entered into in accordance with the provisions hereof. Independent Counsel: An attorney or firm of attorneys duly admitted to practice law before the highest court of any state and not an officer or full-time employee of the Authority or the City. Internal Revenue Code: The Internal Revenue Code of 1986, as amended from time to time. Lease: The Lease-Purchase Agreement dated as of June 1, 2007, between the Authority, as lessor, and the City, as lessee, as the same may be amended pursuant thereto and hereto. Lease-Purchase Payment: Any payment due from the City to the Authority under Section 6.1 of the Lease. Opinion of Counsel: A written opinion of counsel (who need not be Independent Counsel unless so specified) appointed by the City or Authority and acceptable to the Trustee or appointed by the Trustee. Outstanding: When used as of any particular time with reference to Bonds, means (subject to the provisions of Section 9.03 of this Indenture pertaining to Bonds held by the Authority and the City) all Bonds theretofore authenticated and delivered by the Trustee under this Indenture except: (i) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (ii)Bonds for the payment or redemption of which funds or direct obligations of or obligations fully guaranteed by the United States of America in the necessary amount shall have theretofore been deposited with the Trustee (whether upon or prior to the maturity or the redemption date of such Bonds); provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given pursuant to Article III of this Indenture, or provision satisfactory to the Trustee shall have been made for the giving of such notice; and(iii)Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to the terms of Section 2.08 hereof pertaining to replacement of Bonds. Predecessor Bonds: Every previous Bond evidencing all or a portion of the same debt as that evidenced by a particular Bond, including Bonds exchanged pursuant to Section 2.05 hereof, and for purposes of this definition, any Bond authenticated and delivered under Section 2.08 hereof in lieu of a lost, destroyed or stolen Bond shall be deemed to evidence the same debt as the lost, destroyed or stolen Bond. Project: The public facilities described in greater detail in Exhibit B to the Lease. Qualified Investments: Any investments authorized under Minnesota Statutes, Chapter 118A, for the investment of debt service funds and meeting the investment requirements of Standard& Poor's Corporation. 5 Redeem or Redemption: Includes and means "prepay" or"prepayment," as the case may be. Responsible Officer: As to any Trustee, the Chairperson of the board of directors, the Chairperson, every vice Chairperson, every assistant vice Chairperson, the cashier, every assistant cashier, every corporate trust officer, and every officer and assistant officer of such Trustee, other than those specifically above mentioned, to whom any corporate trust matter is referred because of such person's knowledge of, and familiarity with, a particular subject. Serial Bonds: Bonds which are not Term Bonds. Stated Maturity: When used with respect to any Bond or any installment of interest thereon, the date specified in such Bond as the fixed date on which principal of such Bond or such installment of interest is due and payable. Trust Estate: The interest of the Authority in the Lease assigned under Granting Clause I of this Indenture; the revenues, moneys, investments, contract rights, general intangibles and instruments and proceeds and products and accessions thereof as set forth in Granting Clause II of this Indenture; and additional property held by the Trustee pursuant to Granting Clause III of this Indenture. Trustee: The trustee at the time serving as such under this Indenture. Section 1.02. Additional Provisions as to Interpretation. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or funds in the necessary amount to pay or redeem any Bonds, the amount so to be deposited or held shall be the principal amount of such Bonds and all unpaid interest thereon to maturity, except that in the case of Bonds which are to be redeemed and in respect of which there shall have been furnished to the Trustee proof satisfactory to it that notice of such redemption on a specified redemption date has been duly given or provision satisfactory to the Trustee shall be made for such notice, the amount so to be deposited or held shall be the principal amount of such Bonds and interest thereon to the redemption date, together with the redemption premium, if any. Any terms defined in the Lease, but not defined herein, shall have the same meaning herein unless the context hereof clearly requires otherwise. This Indenture is governed by and shall be construed in accordance with the laws of Minnesota. 6 ARTICLE II FORM, EXECUTION AND REGISTRATION OF BONDS Section 2.01. Form of Bonds. The Bonds to be issued and secured under this Indenture shall each be designated"Public Facility Lease Revenue Bond, Series 2007A." The Bonds, forms of assignment and certificates of Trustee shall be substantially in the following form: (Form of Bond) UNITED STATES OF AMERICA No. R- $ STATE OF MINNESOTA COUNTY OF HENNEPIN HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA PUBLIC FACILITY LEASE REVENUE BOND SERIES 2007A Interest Date of Rate Maturity Original Issue CUSIP June 1, 2007 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA, a public body corporate and politic of the State of Minnesota(the "Authority"), for value received, hereby promises to pay to the registered owner named above, or registered assigns, solely from the sources hereinafter identified, the principal amount set forth above on the maturity date specified above, and to pay to the registered owner hereof interest on such principal amount from such sources at the interest rate specified above from the date of original issue specified above or from the most recent interest payment date to which interest has been paid or duly provided for, as specified below, on July 1, 2008 and semiannually thereafter on January 1 and July 1 of each year until said principal amount is paid. Principal and the redemption price are payable in lawful money of the United States of America upon the presentation and surrender hereof at the principal corporate trust office of Wells Fargo Bank,National Association, in Minneapolis, Minnesota, or of its successor as Trustee. Interest shall be paid on each date by check or draft mailed to the person in whose name this Bond is registered at the close of business on the fifteenth day(whether or not a business day) of the month preceding such interest payment date at such person's address set forth on the registration books maintained by the Trustee. Any such interest not punctually paid or provided for will cease to be payable to the registered owner as of a regular record date and such defaulted interest 7 may be paid to the person in whose name this Bond shall be registered at the close of business on a special record date for the payment of such defaulted interest established by the Trustee pursuant to the Indenture. Notwithstanding any other provisions of this Bond, so long as this Bond is registered in the name of Cede & Co., as nominee of The Depository Trust Company, or in the name of any other nominee of The Depository Trust Company or other securities depository, the Trustee, as paying agent, shall pay all principal of and interest on this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or other nominee in accordance with the operational arrangements of The Depository Trust Company or other securities depository as agreed to by the Authority. This Bond is issued under Minnesota Statutes, Sections 469.034 and 469.035 and Chapter 475, as amended, and in conformity with the provisions,restrictions and limitations thereof, and is issued to aid in the financing of a project. This Bond does not constitute an indebtedness of the Authority, the City of Eden Prairie, Minnesota(the "City"), the State of Minnesota(the "State") or any other political subdivision within the meaning of any state constitutional provision or statutory limitation, nor does this Bond give rise to a charge against the general credit or properties or taxing powers of the Authority, the State or other political subdivision and does not grant to the owner or holder of this Bond any right to have the Authority, the City, the State or other political subdivision levy any taxes or appropriate any funds for the payment of the principal hereof or interest hereon, nor is this Bond a general obligation of the Authority, the City, the State or other political subdivision or the individual officers or agents thereof. This Bond and interest hereon are payable solely and only from the moneys received under the Lease (as hereinafter defined), or held by the Trustee in a Fund appropriated to the payment of the Bonds of this series under the Indenture (as hereinafter defined), including Lease-Purchase Payments to be made by the City under such Lease. This Bond is one of a duly authorized series of special obligation Bonds of an aggregate principal amount of$1,660,000 (the "Bonds"), all of which have been authorized by law to be issued and have been issued or are to be issued for the purpose of financing the costs of improvements to the Eden Prairie Community Center including the acquisition and construction of a third sheet of ice (the "Project")which is to be leased to the City by the Authority pursuant to a Lease-Purchase Agreement dated as of June 1, 2007 (the "Lease"), between the Authority and the City. The Bonds of this series are issued pursuant to a Bond Resolution of the Authority duly adopted May 15, 2007, and a Trust Indenture dated as of June 1, 2007 (the "Indenture"), duly executed and delivered by the Authority to the Trustee. The Bonds are equally and ratably secured by the Lease, the Indenture and the Bond Resolution, to which Lease, Indenture and Bond Resolution and amendments thereof reference is hereby made for a description and limitation of the revenues pledged to secure the payment of the Bonds, the nature and extent of the security thereby created, the rights of the holders or registered owners of the Bonds, the rights, duties and immunities of the Trustee, and the rights, immunities and obligations of the Authority thereunder. The obligation of the City under the Lease to make Lease-Purchase Payments sufficient to pay the principal of and interest on the Bonds when due is a limited obligation of the City, subject to the annual appropriation in each fiscal year by the City Council of funds sufficient to pay such Lease-Purchase Payments. The City is not obligated to make any such appropriation and has the right to cancel and terminate the Lease at the end of any fiscal 8 year of the City if the City Council does not appropriate moneys sufficient to pay the Lease- Purchase Payments coming due in the next fiscal year. Certified copies of the Bond Resolution and executed counterparts of the Indenture and Lease are on file at the principal corporate trust office of the Trustee. Bonds maturing in 2017 and later years are subject to redemption at the option of the Authority, on January 1, 2016 and any date thereafter, in whole or in part, and if in part in inverse order of maturity and by lot or other manner deemed fair within a maturity and in integral multiples of$5,000, at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest to the redemption date. Notice of any such redemption shall be published if, and to the extent, then required by law, and shall also be given to the registered owner of each Bond to be redeemed by first-class mail, addressed to him at his registered address, not later than thirty days prior to the date fixed for redemption. Prior to the date fixed for redemption, the Authority is obligated to deposit with the Trustee sufficient funds to pay the Bonds called and accrued interest thereon. Upon the happening of the above conditions, Bonds thus called shall not bear interest after the redemption date and, except for the purpose of payment from the funds so deposited, shall no longer be protected by the Indenture. This Bond is transferable, as provided in the Indenture, only upon books of the Authority kept at the principal corporate trust office of the Trustee by the registered owner hereof in person or by his duly authorized attorney, upon surrender of this Bond for transfer at the principal corporate trust office of the Trustee, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the registered owner hereof or his duly authorized attorney, and, upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, one or more fully registered Bonds of this series of the same principal amount and interest rate will be issued to the designated transferee or transferees. The Bonds are issuable only as fully registered bonds without coupons in denominations of$5,000 or any integral multiple thereof not exceeding the principal amount maturing in any one year. As provided in the Indenture and subject to certain limitations therein set forth, the Bonds are exchangeable for a like aggregate principal amount of Bonds of a different authorized denomination, as requested by the registered owner or his duly authorized attorney upon surrender thereof to the Trustee at its principal corporate trust office. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required to be done precedent to and in the issuance of this Bond and the series of which it is a part have been properly done, have happened and have been performed in regular and due time, form and manner as required by law. This Bond shall not be valid nor become obligatory for any purpose under the Indenture until it shall have been authenticated by the execution of the Certificate hereon endorsed by the manual signature of an authorized representative of the Trustee. 9 IN WITNESS WHEREOF, the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, by its Board of Commissioners, has caused this Bond to be executed in its name by the facsimile signatures of its Chair and Executive Director. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA Chair Executive Director CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within mentioned Indenture. Dated: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By Authorized Representative The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to the applicable laws or regulations: TEN COM -- as tenants UTMA as Custodian for in common (Cust) (Minor) TEN ENT -- as tenants Under Uniform Transfers to by the entireties Minor Act (State) JT TEN -- as joint tenants with right of survivorship and not as tenants in common 10 Other abbreviations may also be used. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name and Address of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: SIGNATURE GUARANTEED: Signature(s) must be guaranteed by an"eligible guarantor institution"meeting the requirements of the Registrar, which requirements include membership or participation in STAMP or such other"signature guaranty program" as may be determined by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Please Insert Social Security Notice: The signature to this assignment Number or Other Identifying must correspond with the name as it appears on the face of this Bond in every particular, without alteration, enlargement or any change whatever. Number of Assignee: Section 2.02. Maturities,Numeration and Interest Payment Dates. The Bonds shall be in the denomination of$5,000 or any integral multiple thereof, initially numbered R-1 upwards in order of issuance or in such other manner as the Trustee may determine, and shall bear a date of original issue as of June 1, 2007. No Bond shall represent principal payable or maturing in different years. The Bonds shall bear interest payable semiannually on January 1 and July 1 of each year, commencing July 1, 2008, from their date of original issue or the most recent interest payment date to which interest has been paid or duly provided for. The principal and redemption price of the Bonds shall be payable to the registered owner upon presentation at the principal 11 corporate trust office of the Trustee in such coin or currency of the United States of America as may be, on the respective dates of payment thereof, legal tender for the payment of public and private debts, and interest on Bonds shall be paid by check or draft mailed to the registered owner at his registered address. The Regular Record Date referred to in Section 2.06 for the payment of interest on the Bonds payable, and punctually paid or duly provided for, on any interest payment date shall be the 15th day (whether or not a business day) of the calendar month next preceding such interest payment date. The Bonds shall be in the aggregate principal amount of one million six hundred sixty thousand dollars ($1,660,000), and shall mature on January 1 in the years and amounts and shall bear interest at the rates per annum, according to years of maturity, as follows: Interest Interest Year Amount Rate Year Amount Rate 2009 $20,000 2019 $85,000 2010 60,000 2020 85,000 2011 60,000 2021 90,000 2013 65,000 2022 95,000 2013 65,000 2023 100,000 2014 70,000 2024 105,000 2015 70,000 2025 110,000 2016 75,000 2026 110,000 2017 80,000 2027 115,000 2018 80,000 2028 120,000 Section 2.03. Execution of Bonds. The Bonds shall be signed in the name of the Authority by the manual or facsimile signatures of the Chair of the Authority and the Executive Director and said signatures shall be authenticated by the Trustee, which is hereby designated as authenticating agent. The seal of the Authority need not be affixed to or imprinted on the Bonds. In the event that any of the officers who shall have signed any of the Bonds shall cease to be officers of the Authority before the Bonds shall have been authenticated or delivered by the Trustee, or issued by the Authority, such Bonds may, nevertheless,be authenticated, delivered, and issued, and upon such authentication, delivery and issue, shall be binding upon the Authority as though those officers who signed the same had continued to be such officers of the Authority; and, also, any Bond may be signed on behalf of the Authority by such person who, at the actual date of execution of such Bond, shall be the proper officer of the Authority, although at the date of such Bond such person shall not have been such an officer of the Authority. Upon the execution and delivery of this Indenture, the Authority shall execute and deliver the Bonds to the Trustee for authentication. Section 2.04. Authentication of Bonds. No Bond shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder or under the Lease, unless an authorized signatory of the Trustee shall manually endorse and execute on such Bond a certificate of authentication substantially in the form of the Trustee's certificate set forth in the recitals hereof. Such Trustee's certificate upon any Bond executed on behalf of the Authority shall be conclusive evidence that the Bond so authenticated has been duly issued under this Indenture and that the Holder thereof is entitled to the benefits of this Indenture and the Lease. 12 No Bonds shall be authenticated by the Trustee except in accordance with this Article. The Trustee shall not be required to authenticate any Bond or Bonds unless provided with the documents referred to in Section 2.09 hereof. Section 2.05. Registration, Transfer and Exchange. As long as any of the Bonds issued hereunder shall remain outstanding, the Authority shall maintain and keep at the office of the Trustee as paying agent,records for the payment of the principal of and interest on such Bonds, as in this Indenture provided, and for the registration and transfer of such Bonds, and shall also keep at said office of the Trustee books for such registration and transfer. The Authority does hereby appoint the Trustee, and its successors in the trust from time to time, as its agent to maintain said office and agency at the office of the Trustee. Upon surrender for transfer of any fully registered Bond at the office of the Trustee with a written instrument of transfer satisfactory to the Trustee, duly executed by the registered owner or his duly authorized attorney, and upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer,the Authority shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more fully registered Bonds of the same series, of any authorized denominations and of a like aggregate principal amount, interest rate and maturity. Except as the right of exchange may be limited as to Bonds of any series, fully registered Bonds,upon surrender thereof at the office of the Trustee, may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of fully registered Bonds of the same series, maturity and interest rate of any authorized denominations. In all cases in which the privilege of exchanging Bonds or transferring fully registered Bonds is exercised, the Authority shall execute and the Trustee shall deliver Bonds in accordance with the provisions of this Indenture. For every such exchange or transfer of Bonds, whether temporary or definitive, the Authority or the Trustee may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Notwithstanding any other provision of this Indenture, the cost of preparing each new Bond upon each exchange or transfer, and any other expenses of the Authority or the Trustee incurred in connection therewith(except any applicable tax, fee or other governmental charge) shall be paid by the City pursuant to the Lease. The Authority and the Trustee shall not be obligated to make any such exchange or transfer of Bonds during the 15 days next preceding the date of the first publication or the mailing (if there is no publication) of notice of redemption in the case of a proposed redemption of Bonds. The Authority and Trustee shall not be required to make any transfer or exchange of any Bonds called for redemption. Section 2.06. Payment of Interest on the Bonds; Interest Rights Preserved. Interest on any Bond which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the person in whose name that Bond(or one or more Predecessor Bonds) is registered at the close of business on the Regular Record Date for such interest specified in the provisions of this Indenture creating such series. 13 Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any interest payment date (herein called"Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date solely by virtue of such Holder having been such Holder; and such Defaulted Interest may be paid by the Authority as provided in Subsection A or B below: A. The City may elect to make payment on behalf of the Authority of any Defaulted Interest on the fully registered Bonds of any series to the persons in whose names such Bonds (or their respective Predecessor Bonds) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The City shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment(which date shall be such as will enable the Trustee to comply with the next sentence hereof), and at the same time the Authority shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided and not to be deemed part of the Trust Estate. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the City and the Authority of such Special Record Date and, in the name of the Authority and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder of a fully registered Bond of such series at his address as it appears in the registration books not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Bonds of such series (or their respective Predecessor Bonds) are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection B. B. The City may make payment on behalf of the Authority of any Defaulted Interest on the fully registered Bonds of any series in any other lawful manner, if, after notice given by the City to the Trustee of the proposed payment pursuant to this Subsection, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Bond delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue,which were carried by such other Bond and each such Bond shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution. Section 2.07. Ownership of Bonds. The Authority and the Trustee and their respective successors, each in its discretion, may deem and treat the person in whose name any Bond shall for the time being be registered as the absolute owner thereof for all purposes, and neither the Authority nor the Trustee nor their respective successors shall be affected by any notice to the 14 contrary. Payment of or on account of the principal of and interest on any such Bond shall be made only to or upon the order of the registered owner thereof, but such registration may be changed as above provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Section 2.08. Reissuance of Mutilated, Destroyed, Stolen or Lost Bonds. In case any outstanding Bond shall become mutilated or be destroyed, stolen or lost, the Trustee shall authenticate and deliver a new Bond of like tenor, number and amount as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond,upon surrender of such mutilated Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost,upon filing with the Trustee evidence satisfactory to the Trustee that such Bond has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Authority, the Trustee and the City with indemnity satisfactory to them and complying with such other reasonable regulations as the Trustee may prescribe and paying such reasonable expenses as the Authority, the Trustee and the City may incur in connection therewith. In the event any such Bond shall have matured, instead of issuing a new Bond, the Authority may pay the same without surrender thereof Section 2.09. Conditions for Authentication of Bonds. The Trustee shall not authenticate and deliver the Bonds to be issued and delivered pursuant to the Indenture unless theretofore or simultaneously therewith there shall have been delivered to the Trustee the following: (a) certified copies of the Bond Resolution authorizing the issuance of the Bonds and the execution and delivery of the Lease and this Indenture; (b) executed counterparts of the Lease and Indenture; (c) the manually signed approving opinion of Dorsey&Whitney LLP, Minneapolis, Minnesota, as Bond Counsel for the Authority, concerning the validity and legality of the Bonds and exemption of interest thereon from federal income taxation under the Internal Revenue Code; and (d) such further certifications, documents and Opinions of Counsel as the Trustee, the Authority or Bond Counsel may require. Section 2.10. Securities Depository. (a) For purposes of this section the following terms shall have the following meanings: "Beneficial Owner" shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such person's subrogee. "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds. "DTC" shall mean The Depository Trust Company of New York,New York. "Participant" shall mean any broker-dealer, bank or other financial institution for which DTC holds Bonds as securities depository. 15 "Representation Letter" shall mean the Representation Letter pursuant to which the Authority agrees to comply with DTC's Operational Arrangements. (b) The Bonds shall be initially issued as separately authenticated fully registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name of Cede & Co., as nominee of DTC. The Trustee and the Authority may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds under this resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and neither the Trustee nor the Authority shall be affected by any notice to the contrary. Neither the Trustee nor the Authority shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the bond register as being a registered owner of any Bonds,with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under this resolution, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the Trustee shall pay all principal of and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede & Co. in accordance with DTC's Operational Arrangements, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the Authority to make payments of principal and interest. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph(e) hereof. (c) In the event the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds in the form of bond certificates, the Authority may notify DTC and the Trustee, whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates. In such event, the Bonds will be transferable in accordance with paragraph (d) hereof. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the Authority and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event the Bonds will be transferable in accordance with paragraph (d) hereof. (d) In the event that any transfer or exchange of Bonds is permitted under paragraph(b) or(c) hereof, such transfer or exchange shall be accomplished upon receipt by the Trustee of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this resolution. In the event Bonds in the form of certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds,the provisions 16 of this resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. ARTICLE III REDEMPTION OF BONDS Section 3.01. Optional Redemption of Bonds. (a) Bonds maturing in 2017 and later years are subject to redemption, in whole or in part, and if in part, in inverse order of maturities and by lot or other manner deemed fair within a maturity, and in integral multiples of principal amount of$5,000, at the option of the Authority, on January 1, 2016 or any date thereafter, at a redemption price equal to par plus accrued interest. (b) Notice of any such redemption shall be mailed in the form provided by Section 3.02 and in the manner and to the extent required by Section 3.03. Prior to the date fixed for redemption, funds shall be deposited with the Trustee sufficient to pay the Bonds called and accrued interest thereon. Upon the happening of the above conditions, any Bonds thus called shall not bear interest after the call date, and except for the purpose of payment by application of the funds so deposited, shall no longer be protected by the Indenture. Section 3.02. Written Notice to Trustee. If the Bonds are to be redeemed pursuant to Section 3.01 hereof, and notice of an election to exercise an option to redeem Bonds hereunder shall have been given to the Trustee by the Authority at least 45 days prior to the redemption date, the Trustee shall prepare a notice in the name of the Authority or in its own name describing the outstanding Bonds to be redeemed, the date of redemption, and the redemption price. Section 3.03. Mailing and Publication of Notice. Notice of redemption shall be mailed by the Trustee, not less than thirty days nor more than sixty days before the redemption date,by first-class mail, to the registered owners of all Bonds which are to be redeemed, at their last addresses appearing upon the registry books of the Authority and shall be published if and to the extent then required by law. Section 3.04. Deposit for Redemption. On or prior to the date fixed for redemption, there shall be deposited with the Trustee in cash an aggregate amount which shall be sufficient to pay the redemption price on the Bonds to be redeemed, and interest thereon to the redemption date; and there shall be deposited, or arrangements shall be made with the Trustee to deposit, with the Trustee a sum sufficient to pay the proper expenses and charges of the Trustee in connection with such redemption. Upon deposit with the Trustee of the aggregate amount of such redemption price and interest pursuant to this Section, such moneys shall be set aside by the Trustee and held by it for the account of the respective Holders of the Bonds being redeemed. Section 3.05. Payment of Redeemed Bonds. After notice of redemption shall have been given as provided in Section 3.03, the Bonds specified in such notice shall become due and payable on the redemption date. Payment of the redemption price and interest shall be made to 17 or upon order of the registered owner,upon the surrender of the Bonds. Any installment of interest maturing on or prior to the redemption date shall be payable to the registered owners of Bonds registered as such on the relevant Record Dates according to the terms of such Bonds and the provisions of Section 2.06 hereof and the notice of redemption herein provided for may so state. If redemption moneys are available for the payment of all of the Bonds called for redemption on the redemption date, the Bonds so called shall cease to draw interest after the redemption date, and such Bonds shall not be deemed to be outstanding hereunder for any purpose, except that the Holders thereof, on presentation, as herein provided, shall be entitled to receive payment of the redemption price and interest accrued thereon to the redemption date from the moneys set aside by the Trustee as aforesaid. Section 3.06. Cancellation of Redeemed Bonds. All Bonds so redeemed, shall forthwith be cancelled and destroyed by the Trustee and a certificate of destruction furnished to the Authority; and no further Bonds shall be executed or authenticated or issued hereunder in exchange or substitution therefor. Section 3.07. Partial Redemption of Bonds. If less than all of the Bonds of a particular maturity at the time outstanding are to be called for prior redemption, the particular Bonds or portions thereof of such maturity to be redeemed shall be selected by lot, except as otherwise provided herein, by the Trustee in such manner as the Trustee, in its discretion, may determine. The Trustee shall call for redemption in accordance with the foregoing provisions as many Bonds or portions thereof as will, as nearly as practicable, exhaust the moneys available therefor. Particular Bonds or portions thereof shall be redeemed only in integral multiples of principal amount of$5,000. In the case of Bonds of denominations greater than $5,000, if less than all of such Bonds then outstanding are to be called for redemption, then for all purposes in connection with redemption, each $5,000 of principal amount shall be treated as though it was a separate Bond of the denomination of$5,000 bearing one of the numbers borne by such fully registered Bond. If it is determined that one or more, but not all of the $5,000 units of principal amount represented by any such fully registered Bond is to be called for redemption, then upon notice of intention to redeem such $5,000 unit or units, the owner of such fully registered Bond which forthwith surrender such Bond to the Trustee (1) for payment of the redemption price (including the redemption premium, if any, and interest to date fixed for redemption) of the $5,000 unit or units of principal amount called for redemption and(2) exchange for a new Bond or Bonds of the aggregate principal amount of the unredeemed balance of the principal amount of such fully registered Bond, which shall be issued to the registered owner thereof,without charge therefor. If the owner of any such fully registered Bond of a denomination greater than $5,000 shall fail to present such Bond to the Trustee for payment and exchange as aforesaid, such Bond shall nevertheless become due and payable on the date fixed for redemption to the extent of the $5,000 unit or units of principal amount called for redemption (and to that extent only). Interest shall cease to accrue on the portion of the principal amount of such Bond represented by such $5,000 unit or units of principal amount on and after the date fixed for redemption, provided that funds sufficient for the payment of the redemption price shall have been deposited with the Trustee and shall be available for the redemption of said$5,000 unit or units on the date fixed for redemption, and in such event, such Bond shall not be entitled to the benefit or security of this Indenture or the Lease to the extent of the portion of its principal amount(and accrued interest 18 thereon to the date fixed for redemption and applicable premium, if any) represented by such $5,000 unit or units of principal amount, nor shall new Bonds be thereafter issued corresponding to said unit or units. ARTICLE IV BOND PROCEEDS Section 4.01. Deposit of Bond Proceeds. The Authority shall deposit, or shall direct the purchaser or purchasers of the Bonds to deposit, with the Trustee all of the net proceeds of the sale of the Bonds (including accrued interest thereon from the date from which interest is to be paid thereon to the date of delivery to the purchaser or purchasers thereof) and the Trustee out of such proceeds shall: (a) Deposit to the credit of the Bond Fund the amount of$ ,• (b) Pay the cost of issuance of the Bonds as set forth in Exhibit A, in the amount of $ ; and (c) Deposit to the credit of the Construction Fund the amount of$ . Section 4.02. Establishment of Construction Fund. The Authority hereby establishes an account with the Trustee entitled the "Public Facility Lease Revenue Bond, Series 2007A Construction Fund" (the Construction Fund), and there shall be deposited with the Trustee to the credit of the Construction Fund the amount specified in Section 4.01(c) above from the proceeds of the Bonds. As provided in Section 4.05 hereof, income and profit from the investment of moneys in the Construction Fund shall be credited to the Construction Fund. The Authority has no obligation hereunder to deposit any moneys in said Construction Fund or apply moneys to Project Costs, as defined hereunder, except proceeds of Bonds or funds made available therefor by the City. The moneys in the Construction Fund shall be held in trust by the Trustee and applied to the payment of the Project Costs in accordance with and subject to the provisions of this Article IV, and pending such application shall be subject to a lien and charge in favor of the Holders of the Bonds issued and Outstanding under this Indenture and shall be held for the further security of such Holders until paid out as herein provided. Section 4.03. Project Costs Defined. For the purposes of this Article, the Project Costs shall include, without intending thereby to limit or restrict any proper definition of such cost under any applicable laws or sound accounting practice, the following: (a) Obligations incurred for labor and to contractors, builders and materialmen in connection with the renovation and construction of the Project, including obligations for machinery, materials and equipment therefor; (b) The cost of any indemnity and surety bonds obtained in connection with the Project, the fees and expenses of the Trustee during renovation and construction, taxes and other municipal governmental charges levied or assessed during renovation and construction upon the 19 Project or any property acquired therefor, and the premiums for insurance, if any, in connection with the Project during renovation and construction; (c) Fees and expenses of engineers and architects for surveys and estimates and other preliminary investigations,preparation of plans, drawings and specifications, and supervising acquisition, installation and construction, as well as for the performance of all other duties of engineers and architects, as are specifically required in relation to the renovation and construction and construction of the Project or the issuance of Bonds therefor, including the cost of such services as may have been performed by employees of the City; and (d) Expenses of administration, supervision and inspection properly chargeable to the Project, administrative fees of the Authority and the City, legal expenses and fees, financing charges, cost of audits and of preparing, offering and issuing the Bonds, and initial fees of the Trustee, incident to the renovation and construction financing of the Project. Section 4.04. Payments from Construction Fund. Payments shall be made from the Construction Fund by the Trustee upon receipt of a draw request from a City Representative substantially in the form attached hereto as Exhibit B that sets forth the following: (1) the requisition number, (2) the name and address of the person, firm or corporation to whom payment is due or has been made, (3) the amount to be paid, (4) the percentage of the cost attributable to Project Costs, (5)the purpose to which such payment is to be applied, and(6) that each obligation, item of cost or expense mentioned therein has been properly incurred, is an item of Project Cost and is a proper charge against the Construction Fund and has not been the basis of any previous withdrawal. Such requisitions shall be submitted no more often than twice a month, and the Trustee shall issue its check for each payment required by each such requisition within three business days after receipt of said statement. All payments made from the Construction Fund shall be presumed by the Trustee to be made for the purposes certified in said statement, and the Trustee shall not be required to see to the application of any payments made from the Construction Fund or to inquire into the purposes for which withdrawals are being made from the Construction Fund. For purposes of complying with the requirements of this Section, the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon the draw request of the City Representative. The draw request may be submitted in fax form. The Trustee shall not be bound to make an investigation into the facts or matters stated in any draw request submitted by the City. The Trustee shall not be responsible for determining whether the funds on hand in the Construction Fund are sufficient to complete the Project. None of the funds in the Construction Fund shall be used for any purposes other than the payment or reimbursement of Project Costs and the payment of principal of,premium(if any) on and interest on the Bonds. Section 4.05. Deposit and Investment of Construction Fund Moneys. The Trustee shall invest the moneys on deposit in the Construction Fund at the written request and direction of the City Representative in Qualified Investments. The Trustee may, from time to time, cause any such investments to be sold or otherwise be converted into cash, whereupon the proceeds derived from such sale or conversion shall be deposited into the Construction Fund. Any interest or profit derived from investments shall be credited to the Construction Fund. Investments permitted under this Section may be purchased from the Trustee or from any of its affiliates. No portion of the Construction Fund representing proceeds of the Bonds shall be invested or used in 20 such manner that any of the Bonds would be "arbitrage bonds"under the Internal Revenue Code and regulations thereunder. Section 4.06. Application of Balance in Construction Fund. When the Completion Certificate pursuant to the Lease shall have been furnished to the Trustee, any balance in the Construction Fund(after disbursing any final amount in accordance with a statement from a City Representative) shall be deposited in the Bond Fund. ARTICLE V DISPOSITION OF PLEDGED REVENUES Section 5.01. Bond Fund. The Authority hereby establishes and shall maintain, so long as any of the Bonds are outstanding, with the Trustee a separate account to be designated"Public Facility Lease Revenue Bond Fund" (the "Bond Fund") into which the Authority and Trustee shall make the following deposits: (a) The amounts required to be deposited therein by Section 4.01 and Section 4.06 hereof. Such deposits shall be credited against the Lease-Purchase Payments due or to become due. (b) After the Bonds have been delivered and on or before each December 15 and June 15, commencing June 15, 2008, or as soon thereafter as received from the City, all payments by the City as Lease-Purchase Payments under Section 6.1 of the Lease. (c) All other moneys received by the Trustee from the City or the Authority when accompanied by directions of the City or Authority that such moneys are to be paid into the Bond Fund or used for purposes for which moneys in the Bond Fund may be used. If the City or Authority so directs, such monies shall be credited against Lease-Purchase Payments due or to become due. (d) All other moneys required to be deposited in the Bond Fund pursuant to any provision of this Indenture or the Lease. The moneys and investments in the Bond Fund are irrevocably pledged to and shall be used by the Trustee, from time to time, to the extent required, FIRST: For the payment of principal of, premium (if any) on and interest on the Bonds, as and when such principal, premium and interest shall become due and payable, whether at their stated maturity,upon redemption or upon acceleration of maturity, and SECOND: To be used, upon direction by the Authority, to purchase outstanding Bonds at purchase prices as provided in this Indenture. Section 5.02. Investment of Funds in the Bond Fund. Any moneys held as a part of the Bond Fund shall be invested or reinvested by the Trustee upon the request and direction of an Authority Representative in any Qualified Investment. The type, amount and maturity of Qualified Investments shall conform to the instructions, if any, in the request of the Authority 21 Representative. In the absence of direction delivered to the Trustee from the Authority Representative, the Trustee shall invest any funds in Qualified Investments. Investments permitted under this Section may be purchased from the Trustee or from any of its affiliates. Obligations so purchased shall be deemed at all times to be a part of the Bond Fund, respectively,unless otherwise provided herein,but may from time to time be sold or otherwise converted into cash, whereupon the proceeds derived from such sale or conversion shall be credited to the Bond Fund. Any interest accruing on and any profit realized from such investment shall be credited to the Bond Fund,respectively. The Trustee shall redeem or sell, at the best price obtainable, any obligations so purchased, whenever it shall be necessary to do so in order to provide moneys to meet any payment from the Bond Fund. Neither the Trustee nor the Authority shall be liable for any loss resulting from any such investment, nor from failure to preserve rights against endorsers or other prior parties to instruments evidencing any such investment. Investment of funds pursuant to this Section shall be limited as to amount and yield of investment in such manner that no part of the outstanding Bonds shall be deemed"arbitrage bonds"under the Internal Revenue Code and regulations thereunder. ARTICLE VI PARTICULAR COVENANTS OF THE AUTHORITY The Authority covenants and agrees, so long as the Bonds shall be outstanding and subject to the limitations on its obligations herein set forth, that: Section 6.01. Payment of Bonds. It will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture and the Bond Resolution and in each and every Bond executed, authenticated and delivered hereunder; will pay or cause to be paid, from Lease-Purchase Payments by the City and other amounts received in respect of the Lease or available under this Indenture, the principal of, premium(if any) on and interest on every Bond issued hereunder on the dates, at the places and in the manner prescribed in the Bonds in any coin or currency which, on the respective dates of payment of such principal and interest, is legal tender for the payment of public and private debts; and will cause such amounts received to be deposited with the Trustee prior to the due date of each installment of principal and interest and prior to the maturity of any Bond in amounts sufficient to pay such installment; provided, however, that the principal of and interest on any Bond is not and shall not be deemed to represent a debt or pledge the faith or credit of the Authority, the City or the State of Minnesota or grant to the Holder of any Bond any right to have the City or the State of Minnesota levy any taxes or appropriate any funds to the payment of principal of or interest on the Bonds, such payment to be made solely and only out of the moneys received pursuant to the Lease and the funds and accounts established and maintained with the Trustee pursuant to the requirements of this Indenture and appropriated to the payment of the Bonds by the Indenture. Payments due to the Authority by the City under the Lease constitute a current expense of the City subject to annual appropriation by the City's governing body, and do not constitute an indebtedness of the City within the meaning of the constitution and laws of the State. Section 6.02. Extensions of Payments of Bonds. It shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds, or the time of payment of any claims for interest by the purchase or refunding of such Bonds or claims for interest or by any 22 other arrangement; and in case the maturity of any of the Bonds, or the time for payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled in case of any default hereunder to the benefit of the Indenture or to any payment out of any assets of the Authority or the funds (except funds held in the trust by the Trustee for the payment of particular Bonds or claims for interest pursuant to this Indenture) held by the Trustee except subject to the prior payment of the principal of all Bonds issued and outstanding hereunder, the maturity of which Bonds or principal installments has not been extended, and of such portion of the accrued interest on the Bonds as shall not be represented by such extended claims for interest. Nothing in this Section shall, however, be deemed to limit the right of the Authority to fund or refund at one time all of such Bonds and claims for interest. Section 6.03. Authorization. The Authority is duly authorized under the Constitution and Laws of the State of Minnesota to create and issue the Bonds, to finance the acquisition and construction of the Project, to execute this Indenture and assign and pledge to the Trustee the Trust Estate, including the Lease-Purchase Payments, and to make the covenants as herein provided. All necessary action and proceedings on its part to be taken for the creation and issuance of the Bonds and the execution and delivery of this Indenture have been duly and effectively taken. Section 6.04. Concerning the Lease. It will cause and permit the Trustee to take such action as may be necessary or advisable to enforce the covenants, terms and conditions of the Lease if such action shall, in the Trustee's discretion, be deemed to be in the best interest of the Authority or the Bondholders. The Authority shall do or cause to be done all things on its part to be performed under the Lease so that the obligations of the City thereunder shall not be impaired or excused. In the event the Authority, or the Trustee as assignee of the Authority, should cancel the Lease as provided in Section 12.2 thereof,the Authority shall use its best efforts to sell or lease the Project so as to produce sale proceeds or lease revenues therefrom to be applied to payment of the principal of and interest on the Bonds, and will use any such proceeds or revenues for such purpose. Any amounts received from the Authority pursuant to this Section 6.04 shall be deposited in the Bond Fund. Section 6.05. To Observe All Covenants and Terms; Limitations on Authority's Obligations. It will not issue or permit to be issued any Bonds hereunder in any manner other than in accordance with the provisions of this Indenture and the agreements in that behalf herein contained, and will not suffer or permit any Default to occur under this Indenture, but will faithfully observe and perform all the conditions, covenants and requirements hereof It is expressly agreed that the Authority has no obligation to levy taxes for, or make any advance or payment or incur any expense or liability from its general funds in performing, any of the conditions, covenants or requirements of the Bonds or this Indenture or from any funds other than revenues and income received pursuant to the Lease or moneys in the funds and accounts provided for herein. Section 6.06. Liens. The Authority agrees it will not mortgage, sell or otherwise encumber its interests in the Project during the term of the Lease, except as such liens may constitute Permitted Encumbrances (as defined in the Lease). 23 ARTICLE VII EVENTS OF DEFAULT; REMEDIES Section 7.01. Events of Default. Each of the following events is hereby defined as, and is declared to be and to constitute, an"Event of Default": (a) If payment of the principal of, or premium, if any, on any of the Bonds, when the same shall become due and payable, whether at maturity or by proceedings for redemption(by redemption, declaration or otherwise), shall not be made; or (b) If payment of any interest on the Bonds when the same shall become due and payable (in which case interest shall be payable to the extent permitted by law on any overdue installments of interest, in each case at the interest rate borne by the Bonds in respect of which such interest is overdue) shall not be made; or (c) If an event of default shall occur and be subsisting under Section 12.1 of the Lease; or (d) If default shall be made in the performance or observance of any other of the covenants, agreement or conditions on the part of the Authority in this Indenture, or in the Bonds contained, and such default shall have continued for a period of thirty days after written notice thereof given to the Authority by the Trustee. Section 7.02. Enforcement of Covenants and Conditions. In any case of Default or breach of any of the covenants and conditions of this Indenture, or to protect the Trust Estate, the Trustee, anything herein contained to the contrary notwithstanding and without any request from any Bondholder(subject, however, to the provisions of Section 8.06 hereof), may take such action or actions for the enforcement of its rights and the rights of the Bondholders and the rights of the Authority under the Lease as due diligence,prudence and care would require and to pursue the same with like diligence,prudence and care. Upon the occurrence of an event of default, the Trustee may, and shall upon the written request of the Holders of not less than twenty-five per centum(25%) in aggregate principal amount of Outstanding Bonds, by written notice to the Authority, declare the principal of the Bonds to immediately due and payable, whereupon that portion of the principal of the Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without further action, become and be immediately due and payable, anything in this Indenture or in the Bonds to the contrary notwithstanding. Upon the happening and continuance of an Event of Default, the Trustee may, and shall upon the written request of the Holders of not less than twenty-five per centum(25%) in aggregate principal amount of outstanding Bonds, proceed forthwith by suit or suits at law or in equity or by any other appropriate remedy to enforce payment of the Bonds, to enforce application to such payment of the funds, revenues and income appropriated thereto by this Indenture and by the Bonds,to enforce rights of the Authority under the Lease, and to enforce any such other appropriate legal or equitable remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of its rights or any of the rights of the 24 Bondholders. Notwithstanding the foregoing, the Trustee need not proceed upon any such written request of the Bondholders, as aforesaid,unless such Bondholders shall have offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby. Section 7.03. Application of Moneys. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Indenture or the Lease, shall, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee,be deposited in the Bond Fund and all moneys in the Bond Fund maintained with the Trustee shall be applied as follows: (a) Unless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: First: To the payment to the Bondholders entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Bondholders entitled thereto, without any discrimination or privilege; and Second: To the payment to the Bondholders entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their due dates, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, then to the payment ratably, according to the amount of principal due on such date, to the Bondholders entitled thereto without any discrimination or privilege. (b) If the principal of all the Bonds shall have become due, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Bondholders entitled thereto without any discrimination or privilege. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such moneys shall be applied by it at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an interest payment date unless it shall deem another date more suitable)upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make 25 payment to the Holder of any Bond until such Bond, shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever all Bonds and interest thereon have been paid under the provisions of this Section and all expenses and charges of the Trustee have been paid, any balance remaining shall be paid to the persons entitled to receive the same; if no other person shall be entitled thereto, then the balance shall be paid to the Authority. Section 7.04. Right of Trustee to Act Without Possession of Bonds. All rights of action (including the right to file proof of claim)under this Indenture, the Lease or under any of the Bonds, may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee, without the necessity of joining as plaintiffs or defendants any Holders of the Bonds hereby secured, and any recovery of judgment shall be for the equal benefit of the Holders of the Outstanding Bonds, subject to the provisions of Section 6.02 hereof with respect to extended Bonds and claims for interest. Section 7.05. Power of Majority of Bondholders. Anything in this Indenture to the contrary notwithstanding, the Holders of a majority in aggregate principal amount of Bonds outstanding hereunder shall have the right, at any time,by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken under this Indenture and the Lease; provided, that such direction shall not be otherwise than in accordance with the provisions of law and that the Trustee shall be indemnified as provided in Section 8.06. Section 7.06. Limitation on Suits by Bondholders. No Holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or for the execution of any trust hereof or for any other remedy hereunder, unless a Default has occurred of which the Trustee has been notified or of which it is deemed to have notice; nor unless also such Default shall have become an Event of Default and the Holders of twenty-five per centum(25%) in aggregate principal amount of Bonds outstanding hereunder shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name; nor unless also they shall have offered to the Trustee indemnity as provided hereinafter; and such notification, request and offer of indemnity are hereby declared in every such case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for enforcement or for any other remedy hereunder; it being understood and intended that no one or more Holders of the Bonds shall have any right in any manner whatsoever to affect, disturb, or prejudice the lien of this Indenture by his or their action or to enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the Holders of all Bonds outstanding hereunder. Nothing in this Indenture contained shall, however, affect or impair the right of any Bondholder,which is absolute and unconditional, to enforce and bring suit for the payment of the principal of and interest on any Bond at and after the maturity thereof to pay the principal of and interest on each of the Bonds issued hereunder to the respective Holders thereof at the time and place in said Bonds expressed, in accordance with the terms of the Bonds. 26 Section 7.07. Waiver by Bondholders. The Trustee, upon the written request of the Holders of not less than a majority in principal amount of the Bonds at the time outstanding hereunder, shall waive any Default hereunder and its consequences, except a Default in the payment of the principal of the Bonds at the date of maturity specified therein; provided, however, that a Default in the payment of interest on the Bonds shall not be waived unless, prior to such waiver, all arrears of interest and all expenses of the Trustee shall have been paid or shall have been provided for by deposit with the Trustee of a sum sufficient to pay the same. In case of any such waiver, the Authority, the Trustee and the Holders of the Bonds shall be restored to their former positions and rights hereunder respectively. No such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Section 7.08. Remedies Cumulative, Delay Not To Constitute Waiver. No remedy by the terms of this Indenture or the Lease, conferred upon or reserved to the Trustee (or to the Bondholders) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Default or Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Default or Event of Default hereunder, whether by the Trustee or by the Bondholders, shall extend to or shall affect any subsequent Default or Event of Default or shall impair any rights or remedies consequent thereon. Section 7.09. Restoration of Rights Upon Discontinuance of Proceedings. In case the Trustee or Bondholders shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee or Bondholders, then and in every such case the Authority, the City, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder with respect to the Trust Estate, and all rights, remedies and powers of the Trustee and the Bondholders shall continue as if no such proceedings had been taken. ARTICLE VIII CONCERNING THE TRUSTEE Section 8.01. Acceptance of Trust and Prudent Performance Thereof. The Trustee,prior to the occurrence of an Event of Default and after the curing of all such Events of Default as may have occurred,undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. The Trustee shall, during the existence of any such Event of Default which has not been cured, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. The Trustee shall not be required to take notice or be deemed to have notice of any Default hereunder, except Default in the deposits or payments specified herein, or failure by the 27 Authority or the City to file with it any of the documents required, or to deposit with it evidence of any insurance policies required hereunder or under the Lease, unless the Trustee shall be specifically notified in writing of such Default by the City, by the Authority or by the Holders of at least twenty-five per centum(25%) in aggregate principal amount of Bonds outstanding hereunder, and all notices or other instruments required by this Indenture to be delivered to the Trustee must, in order to be effective,be delivered at the office of the Trustee, and in the absence of such notice so delivered, the Trustee may conclusively assume that there is no Default, except as aforesaid. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (a) prior to such an Event of Default hereunder, and after the curing of all such Events of Default which may have occurred: (1)the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee, and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and to the correctness of the opinions expressed therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificate or opinion which by any provision hereof is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not it conforms in form to the requirements of this Indenture; and (b) at all times, regardless of whether or not any such Event of Default shall exist: (1)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts, and (2)the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of all the Bonds at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for 28 believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Section 8.02. Trustee May Rely Upon Certain Documents and Opinions. Except as otherwise provided in Section 8.01, (a) the Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, election, order, certification or demand of the Authority or the City shall be sufficiently evidenced by an instrument signed by an Authority Representative or a City Representative, as the case may be (unless otherwise in this Indenture specifically prescribed), and any resolution of the Authority may be evidenced to the Trustee by a copy certified by the City Manager; (c) the Trustee may consult with counsel (who may be counsel for the Authority or the City) and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel; and (d) whenever, in the administration of the trusts of this Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter(unless other evidence in respect thereof be herein specifically prescribed)may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority and such Certificate of the Authority shall, in the absence of negligence or bad faith on the part of the Trustee, be full warrant to the Trustee for any action taken or suffered by it under the provisions of this Indenture upon the faith thereof. Section 8.03. Trustee Not Responsible for Indenture Statements, Validity. The Trustee shall not be responsible for any recital or statement herein, or in the Bonds (except in respect of the certificate of the Trustee endorsed on such Bonds), or for the validity of the execution by the Authority of this Indenture or the validity or execution of the Lease or the Bond Resolution, or of any supplemental instrument, or for the sufficiency of the security of the Bonds issued hereunder or intended to be secured hereby, or for the value or title of any of the Trust Estate, or otherwise as to the maintenance of the security hereof; and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenant, condition or agreement on the part of the Authority or the City; except as herein set forth, but the Trustee may require of the Authority and the City full information and advice as to the performance of the covenants, conditions and agreements aforesaid and of the condition of the physical property included in the Trust Estate. The Trustee shall not be accountable for the use of any Bonds authenticated or delivered hereunder. Section 8.04. Limits on Duties and Liabilities of Trustee. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee and the Trustee shall be answerable only for its own negligence or willful default. The Trustee 29 shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. Section 8.05. Money Held in Trust. Money held by the Trustee hereunder is held in trust but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Authority or the City. Section 8.06. Obligation of Trustee. The Trustee shall be under no obligation to institute any suit, or to take any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in which it may be defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall have reasonable grounds for believing that repayment of all costs and expenses, outlays and counsel fees and other reasonable disbursements in connection therewith and adequate indemnity against all risk and liability is reasonably assured to it; the Trustee may, nevertheless,begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as such Trustee, without assurance of reimbursement or indemnity, and in such case the Trustee shall be reimbursed for all costs and expenses, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith. If the City shall fail to make such reimbursement, the Trustee may reimburse itself from any moneys in its possession under the provisions of this Indenture and shall be entitled to a preference therefor over any of the Bonds or claims for interest outstanding hereunder. Section 8.07. Notice to Bondholders. The Trustee shall give to the Holders of the Bonds whose names and addresses are known to it written notice of all Events of Default known to the Trustee by virtue of actual knowledge of a Responsible Officer, within sixty (60) days after the occurrence of an Event of Default unless such Event of Default shall have been cured before the giving of such notice; provided that, except in the case of Default in the payment of principal and interest on any of the Bonds, the Trustee shall be protected in withholding such notice if and so long as its board of directors, an executive committee or trust default committee or chief executive officer of the Trustee in good faith determines that the withholding of such notice is in the interest of the Bondholders; and further provided that no such notice shall be given unless and until any such Default becomes an Event of Default. Section 8.08. Intervention in Judicial Proceedings. In any judicial proceeding to which the Authority or the City is a party and which in the opinion of the Trustee has a substantial bearing on the interest of owners of Bonds issued hereunder, the Trustee may intervene on behalf of Bondholders and shall do so if requested in writing by the owners of at least twenty-five percent(25%) in the aggregate principal amount of Bonds outstanding hereunder. The rights and obligations of the Trustee under this Section are subject to the approval of the court having jurisdiction in the premises. Section 8.09. Further Investigation by Trustee. The resolutions, opinions, certificates and other instruments provided for in this Indenture may be accepted by the Trustee as conclusive evidence of the facts and conclusions stated therein and shall be in full warrant, protection and authority to the Trustee for its actions hereunder; but the Trustee may, in its unrestricted discretion, and shall, if requested in writing so to do by the Holders of not less than twenty-five per centum(25%) in aggregate principal amount of Bonds outstanding hereunder, 30 cause to be made such independent investigation as it may see fit, and in that event may decline to release any property, or pay over cash, or take other action unless satisfied by such investigation of the truth and accuracy of the matters so investigated. The expense of such investigation shall be paid by the City, or, if paid by the Trustee, shall be repaid to it with interest at the lesser of ten per centum(10.00%)per annum or the maximum rate permitted by law,by the City or from the Trust Estate. Section 8.10. Trustee to Retain Financial Records. The Trustee shall retain all financial statements furnished by the Authority or the City in accordance with this Indenture so long as any of the Bonds shall be outstanding. Section 8.11. Compensation of Trustee. All advances, counsel fees and other expenses reasonably made or incurred by the Trustee in and about the execution of the trust hereby created and reasonable compensation to the Trustee for its services in the premises shall be paid by the City. The compensation of the Trustee shall not be limited to or by any provision of law in regard to the compensation of trustees of an express trust. If not paid by the City, the Trustee shall have a first lien, with right of payment prior to payment on account of interest or principal of any Bond issued hereunder, for reasonable compensation, expenses, advances and counsel fees incurred in and about the execution of the trusts hereby created and exercise and performance of the powers and duties of the Trustee hereunder and the cost and expense incurred in defending against any liability in the premises of any character whatsoever(unless such liability is adjudicated to have resulted from the negligence or willful default of the Trustee). Section 8.12. Trustee May Hold Bonds. The Trustee and its officers and directors may acquire and hold, or become the pledgee of, Bonds and otherwise deal with the Authority or the City in the same manner and to the same extent and with like effect as though it were not Trustee hereunder. Section 8.13. Appointment of Trustee. There shall at all times be a trustee hereunder which shall be a trust company or bank in good standing organized and doing business under the laws of the United States or any State thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least Ten Million Dollars ($10,000,000), and subject to supervision or examination by Federal or State authority. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, and another association or corporation is eligible, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.16 hereof. Section 8.14. Merger of Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association, resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, ipso facto, shall be and become successor trustee hereunder and vested with all of the title to the Trust Estate and all the trusts, powers, discretions, immunities,privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any 31 further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 8.15. Resignation or Removal of Trustee. The Trustee may resign and be discharged from the trusts created by this Indenture by giving to the Authority thirty days' notice in writing, and to the Bondholders thirty days' notice by certified or registered mail at its or his address as set forth on the registration books of such resignation, specifying a date when such resignation shall take effect. Such resignation shall take effect on the day specified in such notice, if a successor Trustee has been appointed, or upon such later date as a successor is appointed. Any Trustee hereunder may be removed at any time by an instrument or instruments in writing, appointing a successor to the Trustee so removed, filed with the Trustee and executed by either(i) the Authority or the City or(ii) the Holders of a majority in principal amount of the Bonds hereby secured and then Outstanding. Section 8.16. Appointment of Successor Trustee. In case at any time the Trustee shall resign or shall be removed or otherwise shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if a public supervisory office shall take charge or control of the Trustee or of its property or affairs, a vacancy shall forthwith and ipso facto be created in the office of such Trustee hereunder, and a successor may be appointed by either(i) the Authority and the City or(ii) the Holders of a majority in principal amount of the Bonds hereby secured and then Outstanding, by an instrument or instruments in writing filed with the Trustee and executed by such Bondholders, notification thereof being given to the Authority,but in the event the Trustee has been removed by action of the Bondholders, until a new Trustee shall be appointed by the Bondholders as herein authorized, the Authority may, subject to the provisions hereof, appoint a Trustee to fill such vacancy. After any appointment by the Authority, in the event the Trustee has been removed by action of the Bondholders, the Trustee so appointed shall cause notice of its appointment to be mailed within 30 days of such appointment to the registered Holders of the Bonds,but any new Trustee so appointed by the Authority shall immediately and without further act be superseded by a Trustee appointed in the manner above provided by the Holders of a majority in principal amount of said Bonds whenever such appointment by said Bondholders shall be made. If, in a proper case, no timely appointment of a successor Trustee shall be made pursuant to the foregoing provisions the Holder of any Bond hereby secured or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor trustee. Said court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor trustee. Section 8.17. Transfer of Rights and Property to Successor Trustee. Every successor trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Authority an instrument in writing accepting such appointment hereunder, and thereupon such successor,without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights,powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the Authority or of its successor execute and deliver an instrument transferring to such successor all the estate, properties, rights,powers 32 and trusts of such predecessor hereunder, and every predecessor trustee shall deliver all securities and moneys held by it as Trustee hereunder to its successor. Should any assignment, conveyance or instrument in writing from the Authority be required by any successor trustee for more fully and certainly vesting in such successor trustee the estates, rights,powers and duties hereby vested or intended to be vested in the predecessor trustee, any and all such assignments, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all assignments, conveyances and other instruments provided for in this Article shall, at the expense of the City, be forthwith filed and/or recorded by the successor trustee in each recording office where the Indenture shall have been filed and/or recorded. Section 8.18. Appointment of Successor or Alternate Paying Agents. In the event the initial Trustee shall also have been appointed paying agent for the Bonds or for any Additional Bonds, a successor Trustee shall become successor paying agent with respect to such Bonds unless otherwise provided in the instrument appointing such successor Trustee. If any paying agent other than the initial Trustee shall resign or become incapable of acting, or shall be removed under a supplemental indenture entered into pursuant to the terms hereof, the Trustee may appoint a successor paying agent which is a bank or trust company qualified to act as paying agent under the laws of the State of Minnesota and which is willing to accept the office on reasonable and customary terms approved by an Authority Representative. The Trustee may appoint successor paying agents. "Paying agent" as used in this Section refers to the bank or trust company named in the form of Bond provided for the Bonds in the recitals hereof, or provided for Additional Bonds in a supplemental indenture,where principal of and interest on Bonds may be paid. ARTICLE IX CONCERNING THE BONDHOLDERS Section 9.01. Execution of Instruments by Bondholders. Any request, direction, consent or other instrument in writing required by this Indenture to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders in person or by agent duly appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee with regard to any action taken by it under such instrument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any jurisdiction who,by the laws thereof, has power to take acknowledgments of deeds to be recorded within such jurisdiction, to the effect that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution. (b) The ownership of Bonds shall be proved by the registration books kept under the provisions of this Indenture. 33 Nothing contained in this Article shall be construed as limiting the Trustee to the proof above specified, it being intended that the Trustee may accept any other evidence of the matters herein stated which to it may seem sufficient. Section 9.02. Waiver of Notice. Any notice or other communication required by this Indenture to be given by delivery,publication or otherwise to the Bondholders or any one or more thereof may be waived, at any time before such notice or communication is so required to be given,by a writing mailed or delivered to the Trustee by the Holder or Holders of all of the Bonds entitled to such notice or communication. Section 9.03. Determination of Bondholder Concurrence. In determining whether the Holders of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned by the Authority or the City shall be disregarded and deemed not to be Outstanding for the purpose of any such determination; provided, that for the purpose of determining whether the Trustee shall be protected in relying on any such demand, request, direction, consent or waiver only Bonds which the Trustee knows to be so owned shall be disregarded. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by or under common control with the Authority or the City. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Section 9.04. Reserved. Section 9.05. Revocation by Bondholders. At any time prior to (but not after)the evidencing to the Trustee of the taking of any action by the Holders of the percentage in aggregate principal amount of the Bonds specified in this Indenture in connection with such action, any Holder of a Bond may,by filing written notice with the Trustee at its principal office, revoke any consent given by such Holder or the predecessor Holder of such Bond. Except as aforesaid, any such consent given by the Holder of any Bond shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Bond and of any Bond issued in exchange therefor or in lieu thereof, irrespective of whether or not any notation in regard thereto is made upon such Bond. Any action taken by the Holders of the percentage in aggregate principal amount of the Bonds specified in this Indenture in connection with such action shall be conclusively binding upon the Authority, the Trustee and the Holders of all the Bonds. ARTICLE X PAYMENT, DEFEASANCE AND RELEASE Section 10.01. Payment and Discharge of Indenture. If the Authority, its successors or assigns, shall (a) pay or cause to be paid the principal of and premium, if any, and interest on the Bonds at the time and in the manner stipulated therein and herein, or 34 (b) provide for the payment of principal and premium, if any, of the Bonds and interest thereon by depositing with the Trustee at any time before maturity amounts sufficient either in cash or in direct obligations of the United States or obligations guaranteed by the United States the principal and interest on which when due and payable (or redeemable at the option of the holder thereof) and without consideration of any reinvestment thereof shall be sufficient to pay the entire amount due or to become due thereon for principal and premium, if any, and interest to maturity of all said Bonds Outstanding, or (c) deliver to the Trustee (1)proof satisfactory to the Trustee that notice of redemption of all of the Outstanding callable Bonds not surrendered or to be surrendered to it for cancellation has been given or waived as provided in Article III hereof, or that arrangements satisfactory to the Trustee have been made insuring that such notice will be given or waived, or(2) a written instrument executed by the Authority under its official seal and expressed to be irrevocable, authorizing the Trustee to give such notice for and on behalf of the Authority, or(3) file with the Trustee a waiver of such notice of redemption signed by the Holders of all of such Outstanding Bonds, and in any such case, deposit with the Trustee before the date on which such Bonds are to be redeemed, as provided in said Article III, the entire amount of the redemption price, including accrued interest, and premium, if any, either in cash or direct obligations of or obligations the principal of and interest on which is fully guaranteed by the United States of America(which do not permit the redemption thereof at the option of the issuer) in such aggregate face amount, bearing interest at such rates and maturing at such dates as shall be sufficient to provide for the payment of such redemption price on the date such Bonds are to be redeemed, and on such prior dates when principal of and interest on the Outstanding Bonds is due and payable, or (d) surrender to the Trustee for cancellation all Bonds for which payment is not so provided, and shall also pay all other sums due and payable hereunder by the Authority, then and in that case, all the Trust Estate shall revert to the Authority and the City as their interests may appear, and the entire estate, right, title and interest of the Trustee and of the owners of the Bonds shall thereupon cease, determine and become void; and the Trustee in such case,upon the cancellation of all Bonds for the payment of which cash or securities shall not have been deposited in accordance with the provisions of this Indenture, shall, upon receipt of a written request of the Authority, and at its cost and expense, execute to the Authority, or its order, proper instruments acknowledging satisfaction of this Indenture and surrender to the Authority and the City, as their interests appear, all cash and deposited securities, if any(other than cash or securities for the payment of the Bonds and interest thereon), which shall then be held hereunder as a part of the Trust Estate. In case of any discharge of the lien of the Indenture pursuant to paragraphs (b) or(c) above, there shall be submitted to the Trustee an Opinion of Counsel, which opinion may be based upon a ruling or rulings of the Internal Revenue Service, to the effect that the interest on the Bonds being discharged will not become includable in gross income for federal income tax purposes, notwithstanding the discharge of the Indenture. Section 10.02. Bonds Deemed Not Outstanding After Deposits. When there shall have been deposited at any time with the Trustee in trust for the purpose, cash or direct obligations of or obligations fully guaranteed by the United States of America the principal and interest on which shall be sufficient to pay the principal of any Bonds (and premium, if any) when the same 35 become due, either at maturity or otherwise, or at the date fixed for the redemption thereof and to pay all interest with respect thereto at the due dates for such interest or to the date fixed for redemption, for the use and benefit of the Holders thereof, then upon such deposit all such Bonds shall cease to be entitled to any lien, benefit or security of this Indenture except the right to receive the funds so deposited, and such Bonds shall be deemed not to be Outstanding hereunder; and it shall be the duty of the Trustee to hold the cash and securities so deposited for the benefit of the Holders of such Bonds, and from and after such date, redemption date or maturity, interest on such Bonds thereof called for redemption shall cease to accrue. Section 10.03. Unclaimed Money to be Returned. Any moneys deposited with the Trustee pursuant to the terms of this Indenture, for the payment or redemption of Bonds and remaining unclaimed by the Holders of the Bonds for a period of four years after the due date or the date fixed for redemption of the same, as the case may be, shall, upon the written request of the Authority, and if the Authority or any successor to the obligations of the Authority under this Indenture and the Bonds shall not at the time, to the knowledge of the Trustee,be in default with respect to any of the terms and conditions contained in the Indenture or in the Bonds, be paid to the Authority, and such Holders of the Bonds shall thereafter look only to the Authority, for payment and then only to the extent of the amounts so received without interest thereon; provided, however, that within thirty days prior to the expiration of the four year period mentioned above, the Trustee, before being required to make any such repayment, may, at the expense of the City, cause to be published in a Financial Journal, a notice that after a date named therein said moneys will be returned to the Authority. ARTICLE XI SUPPLEMENTAL INDENTURES Section 11.01. Purposes for Which Supplemental Indentures May be Executed. The Authority, upon resolution, and the Trustee from time to time and at any time, subject to the conditions and restrictions in this Indenture contained, may enter into such indentures supplemental hereto as may or shall by them be deemed necessary or desirable without the consent of any Bondholder for any one or more of the following purposes: (a) To correct the description of any property hereby pledged or intended so to be, or to assign, convey, pledge or transfer and set over unto the Trustee, subject to such liens or other encumbrances as shall be therein specifically described, additional property or properties of the Authority or the City for the equal and proportional benefit and security of the Holders and owners of all Bonds at any time issued and Outstanding under this Indenture, subject, however, to the provisions hereinabove set forth with respect to extended Bonds; (b) To add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, or to surrender any right or power reserved to or conferred upon the Authority or to or upon any successor; (c) To evidence the succession or successive successions of any other department, agency, body or corporation to the Authority and the assumption by such successor of the covenants, agreements and obligations of the Authority in the Bonds hereby secured and in this 36 Indenture and in any and every supplemental indenture contained or the succession, removal or appointment of any trustee or paying agent hereunder; (d) To cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indentures which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture or any supplemental indenture as the Authority may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture or any supplemental indenture and which shall not impair the security of the same; and (e) To modify, eliminate and/or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the Trust Indenture Act of 1939, as then amended, or under any similar Federal statute hereafter enacted, and to add to this Indenture such other provisions as may be expressly permitted by said Trust Indenture Act of 1939, excluding, however, the provisions referred to in Section 316(a)(2) of said Trust Indenture Act of 1939. Section 11.02. Execution of Supplemental Indenture. The Trustee is authorized to join with the Authority in the execution of any such supplemental indenture, to make the further agreements and stipulations which may be therein contained, and accept the conveyance, transfer and assignment of any property thereunder,but the Trustee shall not be obligated to enter into any such supplemental indenture which affects its rights, duties or immunities under this Indenture. Section 11.03. Discretion of Trustee. In each and every case provided for in this Article (other than a supplemental indenture approved by the Holders of not less than a majority in aggregate principal amount of the Bonds pursuant to Section 11.04 hereof), the Trustee shall be entitled to exercise its unrestricted discretion in determining whether or not any proposed supplemental indenture or any term or provisions therein contained is necessary or desirable, having in view the needs of the Authority and the respective rights and interests of the Holders of Bonds theretofore issued hereunder; and the Trustee shall be under no responsibility or liability to the Authority or to the City or to any Holder of any Bond, or to anyone whatever, for any act or thing which it may do or decline to do in good faith subject to the provisions of this Article, in the exercise of such discretion. Section 11.04. Modification of Indenture with Consent of Bondholders. Subject to the terms and provisions contained in this Section,the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, to consent to and approve the execution by the Authority and the Trustee of such indenture or indentures supplemental hereto as shall be deemed necessary or desirable by the Authority for the purpose of modifying, altering, amending, adding to or rescinding in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided, however, that, notwithstanding any other provision of this Indenture, nothing herein contained shall permit or be construed as permitting, without the consent of the Holders of all Outstanding Bonds, (a) an extension of the maturity of any Bond issued hereunder, or(b) a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, or(c) the creation of a lien upon or a pledge of revenues ranking prior to or on a parity with the lien or pledge created by this Indenture, or(d) a preference or priority of any Bond or Bonds over any 37 other Bond or Bonds, or(e) a reduction in the aggregate principal amount of the Bonds required to consent to supplemental indentures or amendments to the Lease, or(f) a reduction in the aggregate principal amount of the Bonds required to waive an Event of Default. Whenever the Authority shall deliver to the Trustee an instrument or instruments purporting to be executed by, the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding, which resolution or instrument or instruments shall refer to the proposed supplemental indenture and shall specifically consent to and approve the execution thereof, thereupon, the Authority and the Trustee may execute such supplemental indenture without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority in aggregate principal amount of the Bonds outstanding at the time of the execution of such supplemental indenture shall have consented to and approved the execution thereof as herein provided, no Holder of any Bond shall have any right to object to the execution of such supplemental indenture, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Authority from executing the same or from taking any action pursuant to the provisions thereof. Section 11.05. Supplemental Indentures to be Part of Indenture. Any supplemental indenture executed in accordance with any of the provisions of this Article shall thereafter form a part of this Indenture; and all the terms and conditions contained in any such supplemental indenture as to any provisions authorized to be contained therein shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes, and the respective rights, duties and obligations under this Indenture of the Authority, the Trustee and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. If deemed necessary or desirable by the Trustee, reference to any such supplemental indenture or any of such terms or conditions thereof may be set forth in reasonable and customary manner in the text of the Bonds or in a legend stamped on the Bonds. Section 11.06. Rights of City Unaffected. Anything herein to the contrary notwithstanding, a supplemental indenture under this Article XI which adversely affects the rights of the City under the Lease, so long as the Lease is in effect, shall not become effective unless and until the City consents to the execution and delivery of such supplemental indenture. The Trustee shall cause notice of the proposed execution and delivery of any such supplemental indenture to the execution and delivery of which the City has not already consented, together with a copy of the proposed supplemental indenture, to be mailed to the City at least 30 days prior to the proposed date of execution and delivery of any such supplemental indenture. Section 11.07. Rights of Authority. The Authority has no duty or obligation to consent to any supplemental indenture or other instrument amending the terms hereof and may, at the expense of the City, request and receive an opinion of such counsel as the Authority may select in connection with any matter relating to a proposed amendment to this Indenture. 38 ARTICLE XII AMENDMENTS TO THE LEASE Section 12.01. Amendments to the Lease Not Requiring Consent of Bondholders. The Authority, the City and the Trustee may, without the consent of or notice to the Bondholders, consent to any amendment, change or modification of the Lease as may be required(i)by the provisions of the Lease and this Indenture, (ii) in connection with the financing of any additions or expansions of the Project, so long as such amendments do not affect the obligation of the City to make Lease-Purchase Payments as they become due and payable, (iii) for the purpose of curing any ambiguity or formal defect or omission, or(iv) in connection with any other change therein which, in the judgment of the Trustee, is not to the prejudice of the Trustee or the Holders of the Bonds. Section 12.02. Amendments to Lease Requiring Consent of Bondholders. Except for the amendments, changes or modifications as provided in Section 12.01 hereof, neither the Authority nor the Trustee shall consent to any other amendment, change or modification of the Lease without the written approval or consent of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding given and procured as in this Section provided; provided, however, that no such amendment, change or modification shall ever affect the obligation of the City to make Lease-Purchase Payments as they become due and payable. If the Holders of not less than a majority in aggregate principal amount of the Bonds Outstanding hereunder at the time of the execution of any such amendment, change or modification shall have consented to and approved the execution thereof as herein provided, no Holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or in the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee, the Authority or the City from executing the same or from taking any action pursuant to the provisions thereof. Section 12.03. Rights of Authority. The Authority has no duty or obligation to consent to any proposed amendment to the Lease and may, at the expense of the City,request and receive an opinion of such counsel as the Authority may select in connection with any matter relating to a proposed amendment to the Lease. ARTICLE XIII MISCELLANEOUS Section 13.01. Rights in Authority are Held Solely for Benefit of Bondholders. All rights, title and interest created in the Authority pursuant to the Lease are held by the Authority solely for the benefit of the Owners of the Bonds issued pursuant to this Indenture, and are not created in the Authority in its individual capacity or for its own account or benefit for any reason whatsoever. All such rights, title and interest have been irrevocably and absolutely assigned and conveyed in their entirety to the Trustee for the benefit of the Owners of the Bonds issued pursuant to this Indenture. Section 13.02. Covenants of Authority Bind Successors and Assigns. All the covenants, stipulations,promises and agreements in this Indenture contained, by or in behalf of the 39 Authority, shall bind and inure to the benefit of its successors and assigns, whether so expressed or not. Section 13.03. Immunity of Officers. No recourse for the payment of any part of the principal of or interest on any Bond or for the satisfaction of any liability arising from, founded upon or existing by reason of the issue, purchase or ownership of the Bonds shall be had against any officer, member or agent of the Board of Commissioners of the Authority or the City, the Authority, the City or the State of Minnesota, as such, all such liability being hereby expressly released and waived as a condition of and as a part of the consideration for the execution of this Indenture and the issuance of the Bonds. Section 13.04. No Benefits to Outside Parties. Nothing in this Indenture, express or implied, is intended or shall be construed to confer upon or to give to any person or corporation, other than the City, the parties hereto and the Holders of the Bonds issued hereunder, any right, remedy or claim under or by reason of this Indenture or covenant, condition or stipulation thereof; and the covenants, stipulations and agreements in this Indenture contained are and shall be for sole and exclusive benefit of the City, the parties hereto, their successors and the Holders of the Bonds. Section 13.05. Separability of Indenture Provisions. In case any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Indenture,but this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 13.06. Execution of Indenture in Counterparts. This Indenture may be simultaneously executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. Section 13.07. Headings Not Controlling. The headings of the several Articles and Sections hereof are inserted for the convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof. Section 13.08. Notices etc.,to Trustee, Authority and City. Any request, demand, authorization, direction, notice, consent of Bondholders or other document provided or permitted by this Indenture shall be sufficient for any purpose under this Indenture or the Lease, when mailed certified mail, return receipt requested,postage prepaid(except as otherwise provided in this Indenture) (with a copy to the other parties) first class mail or overnight delivery at the following addresses (or such other address as may be provided by any party by notice) and shall be deemed to be effective upon receipt: To the Authority: Housing and Redevelopment Authority In and For the City of Eden Prairie, Minnesota 8080 Mitchell Road Eden Prairie, MN 55344-2230 Attn: Executive Director 40 To the Trustee: Wells Fargo Bank,National Association N9303-110 6th Street and Marquette Avenue Minneapolis, Minnesota 55479 Attn: Corporate Trust Department To the City: City of Eden Prairie 8080 Mitchell Road Eden Prairie, Minnesota 55344-2230 Attn: City Manager Section 13.09. Additional Bonds. The Authority may in its discretion, upon request of the City, issue Additional Bonds to (i)provide funds for additions to or further improvements of the Project, and(ii) subject to Section 6.02 hereof and applicable law, refund or advance refund any Bonds then outstanding and, in case of an advance refunding, the interest thereon to maturity or a specified redemption date. Any such Additional Bonds shall be authorized by resolution of the Authority and described in a supplemental indenture executed by the Authority and the Trustee and which, when so issued, authorized and described, shall be secured by this Indenture and the Trust Estate on a parity with the Bonds then outstanding under this Indenture; provided, that no such Additional Bonds shall be issued under the Indenture or secured by the Trust Estate on a parity with the outstanding Bonds unless the following conditions are met: (a) There shall have been furnished to the Trustee a Certificate of an Authority Representative and a Certificate of a City Representative to the effect that the Lease is in effect and no "event of default" (as such term is defined in the Lease) exists thereunder which shall not be cured upon the issuance of the Additional Bonds; and (b) There shall have been furnished to the Trustee an Opinion of Counsel to the effect that the issuance of the Additional Bonds will not adversely affect the exemption from federal income taxation of the interest on any Outstanding Bonds; and (c) There shall have been furnished to the Trustee a supplement to the Lease providing for additional Lease- Purchase Payments sufficient to pay the principal of and interest on the Additional Bonds when due; and (d) There shall have been furnished to the Trustee a Certificate of an Authority Representative to the effect that the proceeds of the Additional Bonds, together with any additional funds supplied or to be supplied by the Authority or City will be sufficient to complete the Project, the cost of the improvement or the cost of the refunding, as the case may be; and (e) If the Additional Bonds are issued for the purpose described in clause (ii) above, a report of an independent accountant to the effect that(A) the proceeds (excluding accrued interest but including any premium) of the Additional Bonds,plus any moneys to be withdrawn from the Bond Fund for such purpose and any other funds deposited with the Trustee for such purpose, will be not less than an amount sufficient to pay the principal of and the redemption premium, if any, on the outstanding Bonds to be refunded and interest which will become due and payable on or prior to maturity or an 41 earlier redemption date, or that(B) from such proceeds or other sources there shall be deposited in trust with the Trustee obligations of or obligations fully guaranteed by the United States which do not permit the redemption thereof at the option of the issuer and the principal of and the interest on which when due and payable (or redeemable at the option of the holder thereof) will provide, together with any other moneys which shall have been deposited with the Trustee for such purpose, sufficient moneys to pay such principal, redemption premium and interest. The Trustee shall not authenticate any such Additional Bonds until there is also delivered to the Trustee a resolution of the Authority authorizing the Additional Bonds, executed counter- parts of amendments to the Lease providing for the additional Lease-Purchase Payments and related provisions to provide for the payment of the Additional Bonds and additional Project cost, a supplement to the Indenture describing the Additional Bonds and further documents of the kind described in Section 2.09 to the extent applicable to the Additional Bonds. 42 IN WITNESS WHEREOF, the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, by its Board of Commissioners, has caused this Indenture to be signed in its name by its Chair and Executive Director, and Wells Fargo Bank,National Association, as Trustee, to evidence its acceptance of the trust hereby created, has caused this Indenture to be signed in its name by an authorized officer of the Trustee, all as of the day and year first above written. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA By Chair Attest Executive Director WELLS FARGO BANK,NATIONAL ASSOCIATION, as Trustee By Its 43 STATE OF MINNESOTA ) ) COUNTY OF HENNEPIN ) This instrument was acknowledged before me on , 2007 by Phil Young and Scott Neal, the Chair and Executive Director, respectively, of the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA, a Minnesota political subdivision, on behalf of the political subdivision. Notary Public STATE OF MINNESOTA ) ) COUNTY OF HENNEPIN ) This instrument was acknowledged before me on , 2007,by the , of Wells Fargo Bank,National Association a national banking association, on behalf of the national banking association. Notary Public 44 EXHIBIT A Financial Advisor $16,500.00 Bond Counsel 7,500.00 Rating Agency 6,800.00 Official Statement Printing 750.00 Paying Agent/Registrar 750.00 Trustee Miscellaneous 500.00 A-1 EXHIBIT C REQUISITION NO. Wells Fargo Bank, National Association, as Trustee 6th Street and Marquette Ave. N9303-110 Minneapolis, Minnesota 55479 Reference is made to that certain Trust Indenture dated as of June 1, 2007 (the "Indenture") between the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota(the "Authority") and Wells Fargo Bank,National Association, as trustee (the "Trustee") and the Lease-Purchase Agreement dated as of June 1, 2007 (the "Lease)between the Authority and the City of Eden Prairie, Minnesota(the "City"). The undersigned City Representative does hereby certify and represent to the Trustee as follows: (1) The undersigned has read the Indenture and the Lease and the definitions therein. All capitalized terms used in this Requisition but not defined in this Requisition have the meaning given to them in the Indenture or the Lease. This Requisition is being delivered in accordance with Article IV of the Indenture. (2) The amount and general nature and the name and address of the payee of each item of Project Costs heretofore paid by the City, and hereby requested to be reimbursed to the City, are shown on the attached Schedule A, together with supporting statements from each such payee and evidence of payment by the City. (3) The amount and general nature and the name and address of the payee of each item of Project Costs due and payable and hereby requested to be paid to a party other than the City are shown on the attached Schedule B, together with supporting statements from each such payee. (4) Each item of cost for which payment is hereby requested is or was necessary in connection with the Project, qualifies as a Project Cost and, if for construction, was made or incurred in accordance with the plans and specifications currently in effect for the Project. (5) There has not been filed with or served upon the City any notice of any lien, right to a lien or attachment upon or claim affecting the right of any such person to receive payment of the amount stated in this Requisition that has not been released or will not be released simultaneously with the payment of such obligation, except for liens arising from indebtedness then being diligently contested in good faith by the City. (6) No item of cost requested to be paid by this Requisition has formed the basis for any previous payment from the Construction Fund. (7) The balance remaining in the Construction Fund after disbursement of money therefrom in accordance with this Requisition will be sufficient to pay the remaining costs of C-1 acquiring, constructing and equipping the Project in accordance with the plans and specifications. (8) No Event of Default, or event which with the passage of time or giving of notice, or both, would constitute an Event of Default under the Lease or the Indenture has occurred and is continuing as of the date of this Requisition. (9) All representations and warranties made by the City in the Lease are true and correct on and as of the date of this Draw Request with the same effect as if made on this date. (10) The Project has not been damaged by fire or other casualty in a manner which, if not repaired or replaced, would materially impair the ability of the City to meet its obligations under the Lease. You are hereby requested to disburse from the Construction Fund the amounts shown on Schedules A and B and to make payment to the persons entitled to receipt thereof as shown on said schedules. Dated: CITY OF EDEN PRAIRIE, MINNESOTA By Its C-2 SCHEDULE A Items of Project Costs to be Reimbursed to the City Amount Payee Description of Expense C-3 SCHEDULE B Items of Project Costs to be Reimbursed to a person other than the City Amount Payee Description of Expense C-4 CITY COUNCIL AGENDA DATE: SECTION: Proclamations and Presentations May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IV.A. Scott H. Neal, City Manager National Police Week Proclamation Requested Action The Mayor will read the proclamation. Synopsis In 1962, President John F. Kennedy signed Public Law 87-726 designating May 15 as Peace Officers'Memorial Day, and the week in which May 15 falls as National Police Week. The law was amended by the Violent Crime Control and Law Enforcement Act of 1994, Public Law 103- 322, signed by President Bill Clinton, directing that the flag of the United States be displayed at half-staff on all government buildings on May 15 each year. While the actual dates change from year to year,National Police Week is always the calendar week, beginning on Sunday, which includes May 15. Attachment Proclamation PROCLAMATION PEACE OFFICER'S MEMORIAL DAY AND POLICE WEEK WHEREAS, The Congress and President of the United States have designated May 15 as Peace Officers'Memorial Day, and the week in which May 15 falls as National Police week; and WHEREAS, the members of the law enforcement agency of the City of Eden Prairie play an essential role in safeguarding the rights and freedoms of Eden Prairie citizens; and WHEREAS, it is important that all citizens know and understand the duties, responsibilities, hazards,and sacrifices of their law enforcement agency,and that members of the Eden Prairie Police Department recognize their duty to serve the people by safeguarding life and property,by protecting citizens against violence and disorder,and by protecting the innocent against deception and the weak against oppression; and WHEREAS,the men and women of the Eden Prairie Police Department unceasingly provide a vital public service; NOW, THEREFORE, I, Phil Young, Mayor of the City of Eden Prairie, Minnesota, do hereby proclaim May 15,2007,to be Peace Officer's Memorial Day and the week of May 13-19 as Police Week in the City of Eden Prairie, Minnesota. ADOPTED by the Eden Prairie City Council on this 15th day of May 2007. Phil Young, Mayor on behalf of Council Members: Brad Aho Sherry Butcher John Duckstad Kathy Nelson ITEM NO.: VI.A. UNAPPROVED MINUTES COUNCIL PLANNING SESSION TUESDAY,APRIL 24, 2007 FIRE STATION 4 6:00 PM—9:00 PM CITY COUNCIL: Mayor Phil Young, Council Members Brad Aho, Sherry Butcher, Jon Duckstad, and Kathy Nelson CITY STAFF: City Manager Scott Neal, Police Chief Rob Reynolds, Fire Chief George Esbensen, Public Works Director Eugene Dietz, Community Development Director Janet Jeremiah, Parks and Recreation Director Jay Lotthammer, Finance Manager Sue Kotchevar, Communications Manager Joyce Lorenz, Assistant to the City Manager Michael Barone, and Recorder Lorene McWaters OTHER ATTENDEES: Bill Morris and Peter Leatherman of Decision Resources Inc.; Bob Cummins of Stillwater Consulting Inc. Councilmember Aho joined the meeting via speaker phone at 7:00 p.m. and arrived at the meeting at 7:30 p.m. I. COMMUNITY SURVEY RESULTS Bill Morris presented a PowerPoint on the results of the community survey, which was conducted in late 2006. The results of the survey were generally very favorable. Based on the results, Morris said Eden Prairie residents could be termed"fiscally conservative greens." He said residents expect excellent affordable services. II. FACILITATED DISCUSSION OF GOALS Bob Cummins lead Council and staff through a process of defining the purpose of the meeting, identifying key issues facing the City, and listing goals for the key issues. Input is summarized below. Key issues with an (*) were identified as the most important issues. Purpose of Meeting • To update the existing strategic plan to reflect a new council and new conditions • To recheck the strategic plan • To determine what Council Members want to see in the community(What needs to be addressed and formulate policy statements.) Key Issues and goals • Transportation(congestion, moving people around, airport, transit) o Need to plan for LRT o Bus circulators o Complete trail system o Keep roads well maintained o Greater airport security o Needs to look like it fits into the community • Transition from growing to developed to redeveloping community* o Tangibles that lead to an intangible value. Building the brand. o City needs to continue to look vital and move forward • Buildings for business growth • Sustain our"Top 10" status • Parks and schools o Knowledge worker base has evolved(live here and want to work here) o Technology Task Force o Marketing to targeted companies o Bring in businesses • Taxation* • Service Levels o Provide better services with lower costs o No increase in taxes o Sidewalk snow removal (require property owners to remove snow or continue removing with City staff) o Safety of properties and residents • Changing demographics o Ensure the aging population is cared for o Provide more affordable housing for seniors and minorities o Life cycle housing o Continue to foster good police connections with all aspects of the community o Cultural bridge o Parks and recreation o Keep families with school age children coming into the community • Community Environment/Town Center/Streetscapes* o Creating a brand o There is an expectation that we will do things right, it will look good, and will lead for the next 10 years o Gateways, monument signs o Wayfinding o Actual streetscape improvements addressing visibility and aesthetics (plantings, fountains; lighting) o Trail system o Reorienting toward the river(huge natural resource) o Need to stay on task with Town Center vision/plan o Height and building density in Town Center(inevitable but politically difficult) o LEED buildings (long term, efficient buildings) • Usability of Facilities • Infrastructure* o Ensure City buildings are energy efficient Time Horizon 10 years III. ADJOURNMENT ITEM NO.: VI.B. UNAPPROVED MINUTES CITY COUNCIL WORKSHOP & OPEN FORUM/OPEN PODIUM TUESDAY, MAY 1, 2007 CITY CENTER 5:00—6:25 PM, HERITAGE ROOM II 6:30—7:00 PM, COUNCIL CHAMBER CITY COUNCIL: Mayor Phil Young, Council Members Brad Aho, Sherry Butcher, Jon Duckstad, and Kathy Nelson CITY STAFF: City Manager Scott Neal, Police Chief Rob Reynolds, Fire Chief George Esbensen, Public Works Director Eugene Dietz, Community Development Director Janet Jeremiah, Parks and Recreation Director Jay Lotthammer, Communications Manager Joyce Lorenz, Assistant to the City Manager Michael Barone, City Attorney Ric Rosow, and Recorder Lorene McWaters Councilmember Butcher served as Acting Mayor in Mayor Young's absence. I. 2008-2009 BUDGET Finance Manager Sue Kotchevar presented a PowerPoint on the budget process. She reviewed budget goals and objectives and the schedule for the 2008-2009 budget process. Kotchevar said the process has been revised to gather input from the public and Council earlier. She also briefly discussed how the new Budget Advisory Commission will function. She reviewed some of the key objectives Council identified during their Planning Session on April 24, and how those will fit into the process. Kotchevar noted that Council discussed streetscaping, foliage, lighting and gateway signage projects that would help cement the City's identity. These projects are not currently funded. Council Discussion • Council Member Kathy Nelson said she would like to see cost-saving 20-40-15 initiatives, such as more energy efficient street lighting, speeded up. • Council Member Butcher asked about the possibility of moving or burying transmission towers in the Town Center area. Community Development Director Janet Jeremiah said the Planning Commission has also asked staff to look into this. • Council Member Jon Duckstad said the community survey indicated 50 percent of residents are opposed to tax increases even if they are needed to maintain current levels of service. He said reforming the way tax decisions are made is important. He would like to see what a budget without any increase looks like. He said such a budget should be prepared by each department, since they best know their priorities. He suggested also developing a budget proposal with a one percent increase. • Council Member Nelson said she would like to see more budget details than were provided in the past. • Council Member Sherry Butcher said in the past,policies and culture have driven how Council viewed the budget. It has been up to the Council to ask staff for clarification if something seemed off kilter. She said Council needs to make sure policies and philosophies are on track before the budget is prepared. • Councilmember Brad Aho said the rate of development and changing demographics need to be taken into consideration. Council needs to consider the whole picture throughout the budget process. He said there is not a lot of tolerance for an increase in taxes. He said he feels no increase is a good starting point. • Council Member Butcher asked whether or not"no increase"takes into consideration the implicit price deflator. She said that has to be factored into the equation. • Kotchevar noted that Community Center operations costs will be higher once the remodeling is complete, since square footage is being doubled. • Council Member Duckstad said it is his understanding that to keep the Moody's Aaa bond rating, the City must maintain a"conservative"budget. He asked what that means. Kotchevar said there are several important criteria for the rating, including implementation of policies, ratio of debt to budget, and maintaining adequate reserves. • Council Member Duckstad asked if the Budget Advisory Commission will be meeting with each department. Neal said that will probably be the case,but details are still being worked out. • Councilmember Nelson asked if Council will receive all of the same information Budget Advisory Commission members receive. She said she will not be comfortable if Council Members do not have the same access to information. Nelson also said she would like staff to look into public-private partnerships for funding things such as public benches. II. OPEN FORUM A. David Carroll, 9776 Cupola Lane, spoke in opposition to the extension of Prospect Road. He said the road will put residents at risk and it was not designed as a through street. He urged Council to direct staff to explore other alternatives before making a decision. B. Anne Hoffman, 8859 Hidden Oaks Drive,read a poem and spoke on behalf of residents in the area of Anderson Lakes who are concerned that reduced property values and environmental damage will result from the draw down project. C. Jan Mosman, 15117 Scenic Heights Road,urged Council to follow up on comments submitted by various agencies in response to the Hennepin Village Roadway Alternatives EAW. She said Hennepin Village plans have undergone many changes since the east-west crossing (Prospect Road)was initially approved. She said the Planning Commission decision was close, which might warrant further study on the part of the Council. D. Emily Higgins, 9755 Gable Drive, spoke about concerns she has about the extension of Prospect Road. She said it would make riding her bike difficult and would harm wildlife. E. Bill Satterness, 8597 Red Oak Drive, said he is concerned about damage to the wildlife corridor if Prospect Road is extended. He said the purpose of the road is unclear and Council's first obligation is to "do no harm." F. John Lankas said there have been changes to Prospect Road since it was approved by Council five years ago. He said he does not believe Planning Commission members understood the issue. He believes homeowners will take a 20 percent hit on the value of their homes if Prospect Road is extended. He asked Council to reject this road. G. Jeff Strate, 15021 Summerhill Drive, said he agrees with Jan Mosman that agency responses to the EAW warrant further study. He said Council needs to ask staff what more they need to know. He said Council does not have to accept the EAW tonight, and he feels the process was corrupted when some individuals advocated for certain alternatives during the EAW process. H. Jack Rhode, 15859 Porchlight Lane, said he was speaking on behalf of residents of the Summit Oaks development in Hennepin Village. He said he is upset about the expansion of Prospect Road due to safety and traffic concerns. Mayor Young joined the meeting during Open Forum. He advised Mr. Rhode that the Council Meeting was scheduled to begin in a few minutes,but that he and others would have the opportunity to continue to provide comments during the meeting. III. OPEN PODIUM IV. ADJOURNMENT ITEM NO.: VI.C. UNAPPROVED MINUTES EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY,MAY 1, 2007 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road CITY COUNCIL: Mayor Phil Young, Council Members Brad Aho, Sherry Butcher, Jon Duckstad and Kathy Nelson CITY STAFF: City Manager Scott Neal, Parks & Recreation Director Jay Lotthammer, Public Works Director Eugene Dietz, City Planner Michael Franzen, Community Development Director Janet Jeremiah, City Attorney Ric Rosow and Council Recorder Jan Curielli I. ROLL CALL/CALL THE MEETING TO ORDER Mayor Young called the meeting to order at 7:03 p.m. City Planner Michael Franzen was absent. II. PLEDGE OF ALLEGIANCE III. COUNCIL FORUM INVITATION IV. PROCLAMATIONS/PRESENTATIONS A. ARBOR DAY PROCLAMATION Mayor Young read a proclamation proclaiming May 5, 2007, as Arbor Day in the City of Eden Prairie. V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS Neal said he will add an item under Item XIV.B. REPORT OF CITY MANAGER. MOTION: Duckstad moved, seconded by Butcher, to approve the agenda as published and amended. Motion carried 5-0. VI. MINUTES A. TOWN HALL MEETING HELD ON TUESDAY, APRIL 10, 2007 MOTION: Aho moved, seconded by Nelson, to approve the minutes of the Town Hall Meeting held Tuesday, April 10, 2007, as published. Motion carried 5-0. B. COUNCIL WORKSHOP HELD ON TUESDAY,APRIL 17, 2007 MOTION: Butcher moved, seconded by Aho, to approve the minutes of the City Council Workshop held Tuesday, April 17, 2007, as published. Motion carried 5- 0. CITY COUNCIL MINUTES May 1,2007 Page 2 C. CITY COUNCIL MEETING HELD TUESDAY,APRIL 17, 2007 MOTION: Duckstad moved, seconded by Nelson, to approve the minutes of the City Council Meeting held Tuesday,April 17, 2007, as published. Motion carried 5-0. VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS A. HERITAGE PRESERVATION COMMISSION Neal introduced Heritage Preservation Commission(HPC) Chair Betsy Adams and Staff Liaison John Goertz. Chair Adams reviewed the purpose of the HPC. She said the National Park Service approved Certified Local Government(CLG) status for the HPC in 1991 which gave the City access to CLG grants drawn from federal historic preservation funding. Since 1991 we have received 14 grants for a variety of projects, including a resource survey, a historical property inventory, local and national register documentation, and educational projects. In addition to providing access to grants, CLG status provides annual training sessions for commission members at state-wide preservation conferences. Chair Adams reviewed the Commission's 2007 projects, including rehabilitation and improvements at the Glen Lake Children's Camp, a property reuse study of the J. R. Cummins property which will be affected by the expansion of Pioneer Trail scheduled to start in 2008, and education/outreach efforts that will include two more permanent interpretive panels, a traveling kiosk, an enhanced presence on the City's website, and the reprinting of Helen Anderson's book,Eden Prairie: The First 100 Years. Mayor Young thanked Adams and Goertz for the presentation. VIII. CONSENT CALENDAR A. CLERK'S LICENSE LIST B. LOCK UP PUD AMENDMENT Second reading of the Ordinance for Planned Unit Development District Review with waivers on 2.11 acres and Zoning District Amendment in the Commercial Regional Service Zoning District on 2.11 acres. Location: Hennepin Town Road & Pioneer Trail. (Ordinance No. 13-2007-PUD- 2-2007 for PUD District Review and Zoning District Amendment and Resolution No. 2007-54 for Site Plan Review on 2.11 acres) C. ADOPT RESOLUTION 2007-55 APPROVING FINAL PLAT OF STARING LAKE CORPORATE CENTER D. APPROVE SECOND READING OF ORDINANCE NO. 14-2007 AMENDING CITY CODE SECTION 2.32 RELATING TO CITY EMPLOYEES WHO MAY ISSUE CITATIONS CITY COUNCIL MINUTES May 1,2007 Page 3 E. AWARD BIDS FOR RECONSTRUCTION OF MILLER PARK SOCCER FIELDS #12 AND #13 TO REHBEIN COMPANIES F. AWARD BIDS FOR THE COMMUNITY CENTER PRE-FAB CONCRETE AND BASEBALL FIELD FENCING AND NETTING G. ADOPT RESOLUTION NO. 2007-56 ESTABLISHING MUNICIPAL STATE AID STREETS H. ADOPT RESOLUTION NO. 2007-57 DECLARING PROPERTY "ABANDONED" I. AWARD CONTRACT FOR 2007 STREET STRIPING TO UNITED RENTALS,I.C. 07-5696 J. APPROVE EXECUTION AND DELIVERY OF QUIT CLAIM DEED FROM THE CITY TO THE HOUSING AND REDEVELOPMENT AUTHORITY K. APPROVE ASSIGNMENT OF CONTRACTS AWARDED BY THE CITY FOR THE COMMUNITY CENTER RECONSTRUCTION TO RJM CONSTRUCTION L. ADOPT RESOLUTION NO. 2007-58 ADOPTING AMENDED TIF PLANS AND BUDGETS FOR TAX INCREMENT FINANCING DISTRICTS 12, 14, 15, 16 17 AND 18 MOTION: Butcher moved, seconded by Duckstad, to approve Items A-L of the Consent Calendar. Motion carried 5-0. IX. PUBLIC HEARINGS/MEETINGS X. PAYMENT OF CLAIMS MOTION: Duckstad moved, seconded by Butcher, to approve the Payment of Claims as submitted. The motion was approved on a roll call vote,with Aho,Butcher, Duckstad, Nelson and Young voting "aye." XI. ORDINANCES AND RESOLUTIONS XII. PETITIONS,REQUESTS AND COMMUNICATIONS XIII. APPOINTMENTS A. TECHNOLOGY TASK FORCE Neal said the Council recently approved forming a Community Technology Task Force to study issues related to broadband services in Eden Prairie. The goal is to appoint up to 15 members that represent a broad cross-section of the community including residents, large and small businesses, the Chamber of Commerce, the CITY COUNCIL MINUTES May 1,2007 Page 4 School District, HTC, and Hennepin County Library. He listed the names of 11 individuals who have committed to serve on the Task Force and recommended those 11 individuals be appointed this evening. He noted the group represents a good cross-section of larger business, home-based businesses, and retail companies. There are six other potential members who have been contacted, but have not yet committed, and he hoped to bring recommendations for the remaining positions to the May 15 Council meeting. MOTION: Duckstad moved, seconded by Nelson, to appoint Scott Otis, Steve Sandness, Matt Thomas, Gary Hansen, Mike Schnapf, Kiran Mysore, Heather Peterson, Marc Soldner, Ron Woods, Jodi Russell, and Rich Miller to the Community Technology Task Force. Motion carried 5-0. XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS B. REPORT OF CITY MANAGER 1. May 15 Workshop Neal said his annual performance review is scheduled for the May 15 Council Workshop, and the consultant who was hired to coordinate the review has not received all of the input. He asked Council Members to submit their input via email by Friday, May 4, so it can be included in the review. C. REPORT OF COMMUNITY DEVELOPMENT DIRECTOR D. REPORT OF PARKS AND RECREATION DIRECTOR E. REPORT OF PUBLIC WORKS DIRECTOR Mayor Young said there are two separate items regarding the Hennepin Village Roadway Alternatives on tonight's agenda. The first item is a proposed resolution regarding the Hennepin Village Roadway Alternatives Environmental Assessment Worksheet (EAW). The public hearing on that item is closed, and no public discussion will be heard. The second item is the selection of the Hennepin Village Roadway Alternative and,while it is not a public hearing, the Council will accept public comment. He asked that comments be limited to 3-5 minutes in length, and said he will alternate between those for and those against the proposed roadway. Nelson said she will not participate in nor vote on the first item because of a possible conflict of interest. She said she will reserve the right to participate in the discussion of the second item on Prospect Road. CITY COUNCIL MINUTES May 1,2007 Page 5 1. Hennepin Village Roadway Alternatives EAW (Resolution) Dietz reviewed the background of why a discretionary EAW was completed for the roadway. He noted the EAW was not done to determine if the area surrounding Eden Prairie Road should be developed because that decision was made with the 1990 decision to expand the Metropolitan Urban Service Area(MUSA) line. He said the discretionary EAW was done because of the concerns about environmental issues raised in the summer of 2006 during the hearing process for the Hennepin Village at Oak Creek project. In order to obtain additional information on the environmental impact, the City Council authorized a Discretionary EAW at their October 3, 2006 meeting. Dietz said the Hennepin Village concept plan was approved by the Planning Commission and City Council in 2001. That resulted in a Developers Agreement executed in 2002 that included a map showing a general alignment for Prospect Road. He said City staff recommended Prospect Road be constructed from Spring Road to Eden Prairie Road at the time of the initial development. The developer was not able to control the land on Site B until after the development of Site A, so the decision was made to build Prospect Road in two phases, the first with Site A and the second with Site B, and with the caveat that the Site B phase could be delayed until utilities were available along Eden Prairie Road. Dietz said this was a very large 250-acre project that will ultimately include over 70 acres of open space dedication that allows the higher density clustered in Sites A, B and C. There was a lot of negotiation and compromise during the approval process. He said the road connection designed by the developer was put as far south as possible without chasing grades in the construction. He said the main question regarding the environmental impact was the impact it would have on Miller Spring. Environmental Coordinator Leslie Stovring reviewed the draft EAW, the revisions made to bring it to the final format, and the comments received regarding the document. She noted the final document is available on the City's website. She said the EAW is a screening tool to determine if a full Environmental Impact Statement (EIS) is required or if additional environmental review is required. The worksheet is a set of questions prepared by the State that we go through and answer in a particular format. Stovring said there were a number of comments received and those that were directly related to the EAW were included in the revised EAW to make it more complete. She reviewed the revisions made to Sections 11, 17, 21, 25 29, and 30 of the EAW. She said the Summary of Issues (Section 30), which includes recommendations for additional analysis that would be done based on the selected alternative,was expanded and clarified. Stovring said the General Comment Summary includes over 140 comments that were not incorporated into the EAW. She noted all the agency CITY COUNCIL MINUTES May 1,2007 Page 6 comments have been responded to in the letter. She said there were a number of comments received that did not relate to the EAW including comments about financial considerations, alternative selection, Prospect Road, and miscellaneous and editorial comments, and those comments were included in a separate section. Young said he wanted to reinforce Mr. Dietz's explanation. He noted this is the conclusion of an 8-10 month voluntary process that was begun because of a staff recommendation. He said comments critical of the level of staff effort on the EAW are unfair. He thought Staff should be commended for recognizing the issue and bringing it to the Council's attention. A lot of time has been spent by staff and the Conservation Commission to gather and review the information, and the question tonight is whether we know enough to make a decision. Butcher thanked all the residents who have spent time thinking about the EAW and the impact to the environment they live in. She thought this is an example of a process of good government where we collect information, listen to comments, hear what people have to say, and explore possibilities when there are ideas that come forward. She said she had concerns particularly about Miller Spring when the environmental issues were raised last summer; however, it turned out Miller Spring would likely not be impacted at all. There were other things of concern such as the kittentail grass,but we can make alterations to the roadway to accommodate that species. She thought the points of concern were all answered, and she would support that the EAW is complete and an EIS is not necessary. Duckstad concurred with Council Member Butcher's comments. Young agreed we do know enough to move forward and the EAW was complete. MOTION: Aho moved, seconded by Duckstad, to adopt Resolution 2007- 59 finding that the Hennepin Village Roadway Alternatives EAW is determined to be accurate and complete and that there is a finding of no significant impact. Motion carried 4-0-1,with Nelson abstaining. 2. Hennepin Village Roadway Alternative Selection Young asked Dietz to highlight two issues in his review of the item, the safety concerns for Prospect Road and the issue of secondary access. Dietz said there are five primary deficiencies for Eden Prairie Road that are all safety related. It is less than 25 feet wide and the standard is 28 feet. The street grade is 14% on the south end, and we strive for a maximum of 8%. There are horizontal curves that do not meet design standards in an urban system. The sight distances are poor, especially because of the horizontal curves. The landing on Highway 212 is very short and the speeds on Hwy CITY COUNCIL MINUTES May 1,2007 Page 7 212 are 50-55. There should be 50-100 feet of flat landing with a 1-2% grade in that situation. He said, while part of the discussion is our concern about secondary access for Site A, we are also trying to provide secondary access for the 300-400 houses that will surround Eden Prairie Road. Dietz displayed a topographical map of the area showing the alternatives presented in the EAW and the location of all the burial mounds in the vicinity. He reviewed Alternatives 1-5,noting all of the alternatives provide secondary access for the houses that surround Eden Prairie Road,but they do not provide secondary access for the homes on Site A. He said Alternative 6 has the least grading impact of all the alternatives. It is also the only alternative that provides secondary access to Site A, and it is the only one that is funded and does not require the sale of homesteaded property. Dietz said Staff is recommending a culvert be put in for the creek crossing rather than a bridge because a bridge would create a space where water or storm sewer pipes could not be run to the east side of the creek. A culvert would allow storm sewer to be run into the ponding areas that were created with Site A grading, thereby minimizing the amount of disruption for ponding on the west side of the creek. He said staff has quite a bit of experience with creek crossings since there are a total of 38 creek crossings for the three creeks in the community. Fire Chief George Esbensen said public safety access is his primary issue. When the original project came about, the Fire Department was very insistent on having two ways in and out of Site A as well as the other side of Riley Creek. He said it is bad public policy for 200 homes on a cul-de-sac to have only one access route. The buildings on Site A are very close to each other, and most of them do not have fire sprinklers in the units. He said they will also need two-way access for the other development on Eden Prairie Road, and they do not allow their equipment to use the southern part of Eden Prairie Road during the winter months. He said it is very important from the standpoint of public safety to have Prospect Road built to provide access through to Eden Prairie Road. Dietz said they did additional traffic volume analysis and determined Prospect Road will not be a high volume street. Most traffic will flow north from this area rather than east on Prospect Road. He said the intersection design at Prospect Road and Spring Road was prepared by the developer's consultant, reviewed by City staff and by Hennepin County, and the sight distances were determined to be okay. He said there may be a traffic enforcement issue and that can be addressed with the Police Department. He said Prospect Road was designed as a local connector road with no driveways entering onto it. He reviewed traffic volumes on similar local connector traffic roads in the City. Aho asked if, along with Alternatives 1-5 that addressed two-way access for CITY COUNCIL MINUTES May 1,2007 Page 8 Site B, we did anything to address alternative access to Site A. Dietz said they did look at one, but there were steep grades, it was close to the existing access point, and it didn't resolve the issue of secondary access for the Eden Prairie Road area. He said there was some discussion of using a gravel road on the Metropolitan Airports Commission (MAC)property,but late this afternoon MAC rejected that alternative. The grades in the area south of Prospect Road are all too steep to accommodate a connector road in that area. Butcher asked why we do not have an overall comprehensive transportation plan for the southwest section of the City. Dietz replied we do and this is it. He said the bluff is a significant impediment for roadways. We talked about keeping this area as five and ten acre lots until the decision was made to bring it into the MUSA line in 1990. Prospect Road was a compromise, but it was a solution that provided some kind of an urban roadway system in this area. Butcher asked if Eden Prairie Road were a cul-de-sac and it didn't have a connector would there be the same safety issues that we discussed about Prospect Road. Dietz said that was true. He said there is very light density at the southern end of Eden Prairie Road, and most of the density will be in the Site B area and in the Wuttke property. They will try to make a loop system through Site B and the adjacent properties,but that area will also depend on Prospect Road for secondary access. Duckstad asked if it was correct that Alternative 6 is the least costly. Dietz said it is the least costly and it is the only one that is funded because the developer is obligated to pay for it. Duckstad asked about the cost estimate. Dietz said the last estimate he heard was $600,000. Aho asked if there was anything else we could do in terms of design and construction of the road to mitigate the safety issues rather than just relying on police enforcement. Dietz said he thought enforcement is the most important piece. Prospect Road will have neighborhood traffic primarily and can be self-enforcing with some help from the Police Deparliiient. He said we can look at the issues at Prospect Road and Spring Road,but he thought the design of Prospect Road was good in terms of horizontal curves and sight distances. Mayor Young opened the meeting to public comment. Jack Rhode, 15859 Porchlight Lane, said Alternative 6 will result in significantly increased traffic through Summit Oaks. There are 450 new homes planned for the area, there are usually two cars at each home, so 900 cars will be traveling to and from work and, unless Eden Prairie Road is improved significantly, they will use Prospect Road. In addition there are 144 units in Summit Oaks that are generating traffic. He said Summit Oaks is a family neighborhood, and Prospect Road would jeopardize the safety of CITY COUNCIL MINUTES May 1,2007 Page 9 children who live in the area. He thought the real problem is Eden Prairie Road where the new development will occur. He was also concerned about having another creek crossing, particularly in the pristine parkland area where the crossing is planned. He was very concerned about diminished property values in Summit Oaks if Prospect Road is completed. Dean Edstrom, 10133 Eden Prairie Road, thanked staff for a wonderful job in this difficult process. He believed the EAW was adequate for the decision on Prospect Road but was not adequate for the other alternatives. He thought the issues regarding Prospect Road are minimal or solvable; however, he thought an EIS should be done if any of the other alternatives are selected. Jerry Pitrick, 9322 Overlook Trail, said he serves on the Planning Commission. He said the Planning Commission did not pass a specific motion regarding approving Prospect Road. There was an informal polling with four commissioners in favor and three opposed. He was concerned about the process used to evaluate options to the extension of Prospect Road. He thought Alternatives 1-5 were not real options because they do not address the fundamental issue of fire safety for Summit Oaks. He thought an appropriate course of action would be to direct staff to re-engage in discussions with the developer to identify real options to Prospect Road. He said since 2001 the developer has made many changes to the actual development as conditions have evolved, therefore the developer should be open to developing one or two real options to Prospect Road. Norma Wuttke, 16860 Flying Cloud Drive, said the whole development at Hennepin Village is being developed as a family in different phases. She said she did not know why people from the 400 units in site B would even use Prospect Road to get to Spring Road when they could use Eden Prairie Road to go north. In addition she thought the residents of Site A would find it useful to have another entrance for their homes from Eden Prairie Road. Brad Pester, 15889 Porchlight Lane, thought this is a scheme that is beneficial to a few but detrimental to many. He thought there are a few homes on Eden Prairie Road that will benefit from the closing of the road at Hwy 212, but the many people living in homes in Site A will suffer from the greatly increased traffic volume on Prospect Road. He thought the issue isn't about the six alternatives,rather the issue is how to get people north out of the southwest section of the City. He was also concerned about the safety of children going to the pool. Jan Rod, 17170 Beverly Drive, said Prospect Road is not the last road that will be built in the southwest quadrant. The road was planned for when the Hennepin Village project was approved and it is needed now. She did not like the other five alternatives. She would like to have Eden Prairie Road kept open rather than dead-ended in order to keep the traffic flow. CITY COUNCIL MINUTES May 1,2007 Page 10 David Carroll, 9776 Cupola Drive, said the only true alternative to Prospect Road was suggested by citizens rather than City staff He showed a slide displaying two alternatives to the extension of Prospect Road. He was concerned about the possibility of an accident shutting down the intersection of the new Prospect Road extension and Eden Prairie Road that would close emergency access to over 400 homes. He said one of the two alternatives displayed would be an improved road for emergency vehicles from Spring Road on MAC land that would connect Spring Road to the existing Prospect Road. He thought the developer would be willing to fund this. Dennis Doyle, 9924 Dell Road, said he thought the process has gotten out of hand. He said the rules from the City staff were clear when they built their home and he thought the rules need to be applied to everyone when we look at the five alternatives to Prospect Road. He said a lot of time has been spent looking at the issues. The original issue for the EAW was about Miller Spring, and the EAW determined it will not be affected by a culvert at Prospect Road. He said none of the other alternatives address the issue of secondary access for Hennepin Village, and he thought staff has made a compelling case for Prospect Road. Young said we have received a lot of good input,but additional public comment will be limited to a total of five minutes. Jack Lankus, Cupola Lane, asked if the Planning Commission and the City Council knew Prospect Road would have a 10% grade when they voted in 2002 and if they knew Eden Prairie Road would be closed at Hwy 212. He thought proper barriers should have been put up on Charlson Road to separate it from Prospect Road. Robert Smith, 9765 Sky Lane, said he was concerned this process has devolved into mudslinging. He said there was a series of events that took a developer's problem and transferred it to other people who did not intend to develop their properties. He thought we have exhausted the discussion on this, and Prospect Road is the only viable alternative. He thought it was important to remember there will be a park built at the intersection of Riley Creek and Eden Prairie Road, and the primary beneficiaries of that park will be the residents of Hennepin Village. Prospect Road will be essential to provide access to the park. Young concluded the public comment period. Nelson said she will abstain from the discussion of this item. Butcher said she helped to shape the goals and guidelines for the development of the southwestern part of Eden Prairie several years ago before Hennepin Village or anything was put in place and before the MUSA line was put in place. The Council spent a lot of time discussing what that CITY COUNCIL MINUTES May 1,2007 Page 11 portion of the City should look like and what our priorities for development were. One of the things decided was we would try to preserve as many of the natural resources in this area as possible, including the Riley Creek valley. Another priority was to have higher density in that area so there could be a density transfer in order to swap for some of the natural resources. She said they were able to do that in 2001 with the plan for Hennepin Village that was approved with the stipulation there be a road to connect the two areas. Today we are talking about completing the last portion of the road, a subject that always causes people who live in the vicinity to get upset. Butcher said because we had the agreement with the developer, he agreed to give the City 28% of the land he purchased,which is almost all of the Riley Creek Valley. We would not have had that land if we had not made the agreement with the developer. Through the years the City has spent time looking at alternatives. She agreed with the neighbor who said this won't be the last road built in this area. She thought it was essential to hear from the Fire Chief and hear his perspective about the impact on public safety. She thought his views are pivotal. She said, based on where we come from and where we will be in the future, she supports staff in their recommendation to build Prospect Road to connect Site A and Site B in Hennepin Village. Aho said this is a tough issue because not everyone will be happy with the decision made tonight. The Council has to look at what is best for the community,both for those in Hennepin Village and for those in the community at large. He said the safety of residents has to be our utmost concern. He agreed the other five alternatives do not provide another egress or entrance to the Hennepin Village area, so he does not view them as viable alternatives. We have learned that MAC will not support the alternative through their property as proposed by one of the residents. We have asked staff to look at other possible options to provide the secondary access, and they have not been able to find one. He thought the access of Eden Prairie Road to Hwy 212 is a separate issue and we don't have to make that decision tonight. The main consideration tonight is how to get in and out of Hennepin Village, and he thought the best alternative is the extension of Prospect Road. Duckstad said it is apparent from all of the information we have received there is no perfect alternative that exists in this area. He thought Mr. Dietz and Ms Stovring did an excellent job of presenting in a clear manner what their recommendation is and why the recommendation was made. Based on that presentation, he plans to support their recommendation for Alternative 6, the extension of Prospect Road. Young said he was grateful for Council Member Butcher's comments because she served on the City Council at the time the original decision was made on the project. He said we need to remember an alternative was chosen at that time and the issue before the Council is whether there is CITY COUNCIL MINUTES May 1,2007 Page 12 anything that exists now that would warrant reopening the Developers Agreement and changing the previous decision. He thought that should be a very rare occurrence, and what we have done over the past few months is unprecedented in terms of time spent by staff and commission and time spent listening to input on the issue. He thought the issue has been fully vetted, however he felt nothing has come up that would warrant changing what was agreed upon. He thought the practical lesson is the road should have been built five to six years ago,but it wasn't because the Council and staff were trying to be accommodating at the time. He believed Alternative 6 is the best alternative under the circumstances, and he would support the extension of Prospect Road. MOTION: Duckstad moved, seconded by Aho, to approve construction of Prospect Road utilizing a culvert crossing as the selected alternative from the Hennepin Village Roadway Alternatives EAW analysis. Motion carried 4-0-1,with Nelson abstaining. F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT MOTION: Aho moved, seconded by Butcher, to adjourn the meeting. Motion carried 5- 0. Mayor Young adjourned the meeting at 9:30 p.m. CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.A. Christy Weigel, Police/ Clerk's License Application List Community Investigations Unit These licenses have been approved by the department heads responsible for the licensed activity. Temporary Beer Organization: Eden Prairie Lions Club Event: 4th of July Date: July 4, 2007 Place: Round Lake Park Organization: Eden Prairie Lions Club Event: Corn Feed Date: August 4, 2007 Place: Round Lake Park - 1 - CITY COUNCIL AGENDA DATE: May 15, 2007 SECTION: Consent Agenda DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.B. Community Development/Planning Bluff Country Village 2nd Addition Janet Jeremiah -Mount Michael Franzen Requested Action Move to: • Approve 2nd Reading of the Ordinance for Planned Unit Development District Review with waivers and Zoning District Amendment in the and Neighborhood Commercial District, and • Adopt a Resolution for Site Plan Review; and • Approve the Development Agreement for Bluff Country Village 2nd Addition — Mount ; and • Approve and Authorize Issuance of a Grading Permit for Bluff Country Village 2nd Addition, subject to release by the City Engineer upon determination that the final contract documents conform to plans stamp dated February 20, 2007, as approved by the City Council. Synopsis This item is approval of the Development Agreement for a 12,000 sq foot retail center. Attachments 1. Ordinance for PUD District Review 2. Summary Ordinance 3. Resolution for Site Plan Review 4. Development Agreement-Mount BLUFF COUNTRY VILLAGE 2ND ADDITION-MOUNT CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA ORDINANCE NO. 15-2007-PUD-3-2007 AN ORDINANCE OF THE CITY OF EDEN PRAIRIE,MINNESOTA,AMENDING CERTAIN LAND WITHIN A ZONING DISTRICT,AMENDING THE LEGAL DESCRIPTIONS OF LAND IN EACH 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 amended within the Neighborhood Commercial Zoning District 15-2007-PUD-3-2007 (hereinafter "PUD-3-2007- N-COM). Section 3. The City Council hereby makes the following findings: A. PUD-3-2007-N-COM is not in conflict with the goals of the Comprehensive Guide Plan of the City. B. PUD-3-2007-N-COM 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-3-2007-N-COM are justified by the design of the development described therein. D. PUD-3-2007-N-COM is of sufficient size, composition, and arrangement that its construction, marketing, and operation is feasible as a complete unit without dependence upon any subsequent unit. Section 4. The land shall be subject to the terms and conditions of that certain Development Agreement dated as of May 15, 2007, entered into between Mount Properties, and the City of Eden Prairie, (hereinafter"Development Agreement"). The Development Agreement contains the terms and conditions of PUD-3-2007-N-COM, and are hereby made a part hereof. Section 5. The proposal is hereby adopted and the land shall be, and hereby is amended within the Neighborhood Commercial District and shall be included hereafter in the Planned Unit Development 3-2007-N-COM, 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. 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 7. 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 20th day of February, 2007, 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 15th day of May, 2007. ATTEST: Kathleen Porta, City Clerk Phil Young, Mayor PUBLISHED in the Eden Prairie Sun Current on , 2007. EXHIBIT A PUD Legal Description — BLUFF COUNTRY VILLAGE 2ND ADDITION-MOUNT That part of Outlot B, Bluff Country Village, described as follows: Beginning at a point on the north line of said Outlot B distant 145.66 feet east of the northwest corner of said Outlot B; thence southerly parallel with the west line of said Outlot B 242.72 feet; thence easterly at right angles 277.05 feet to the east line of said Outlot B; thence northerly along said east line to the northeast corner of said Outlot B; thence westerly along the north line of said Outlot B to the point of beginning. BLUFF COUNTRY VILLAGE 2ND ADDITION - MOUNT CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA SUMMARY OF ORDINANCE NO. 15-2007-PUD-3-2007 AN ORDINANCE OF THE CITY OF EDEN PRAIRIE,MINNESOTA,AMENDING THE ZONING OF CERTAIN LAND WITHIN ONE 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 amendment of the zoning of land located at Hennepin Town Road& Pioneer Trail within the Neighborhood Commercial Zoning 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: Kathleen Porta, City Clerk Phil Young, Mayor PUBLISHED in the Eden Prairie Sun Current on , 2007. (A full copy of the text of this Ordinance is available from City Clerk.) BLUFF COUNTRY VILLAGE 2ND ADDITION - MOUNT CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2007- A RESOLUTION GRANTING SITE PLAN APPROVAL FOR BLUFF COUNTRY VILLAGE 2ND ADDITION-MOUNT BY MOUNT PROPERTIES WHEREAS, Mount Properties, has applied for Site Plan approval of Bluff Country Village 2nd Addition to construct 12,000 sq ft retail building,by an Ordinance approved by the City Council on February 20, 2007; and WHEREAS, the Planning Commission reviewed said application at a public hearing at its December 11, 2006 and January 22, 2007 meeting and recommended approval of said site plans; and WHEREAS, the City Council has reviewed said application at a public hearing at its February 20, 2007 meeting. NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, that site plan approval be granted to Bluff Country Village 2nd Addition based on the Development Agreement between Mount Properties and the City of Eden Prairie, reviewed and approved by the City Council on May 15, 2007. ADOPTED by the City Council of the City of Eden Prairie this 15th day of May, 2007. Phil Young, Mayor ATTEST: Kathleen Porta, City Clerk DEVELOPMENT AGREEMENT BLUFF COUNTRY VILLAGE 2ND ADDITION-(MOUNT) THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into as of May 15, 2007,by Mount Properties,Inc,a Minnesota Corporation,hereinafter referred to as"Developer,"its successors and assigns, and the CITY OF EDEN PRAIRIE, a municipal corporation,hereinafter referred to as "City": WITNESSETH: WHEREAS,Developer has applied to City for Planned Unit Development Concept Review on 5.8 acres,Planned Unit Development District Review with waivers on 5.8 acres,Zoning District Amendment within the Neighborhood Commercial Zoning District on 2 acres, Site Plan Review on 2 acres,and Preliminary Plat of 5.8 acres into two lots and one outlot,legally described on Exhibit A (the "Land"); NOW, THEREFORE, in consideration of the City adopting, Resolution No. 2007-35 for Planned Unit Development Concept Review, Ordinance No. for Planned Unit Development District Review and Zoning District Amendment within the Neighborhood Commercial Zoning District, Resolution No. for Site Plan Review, and Resolution No.2007-36 for Preliminary Plat,Developer agrees to construct,develop and maintain the Property as follows: 1. PLANS: Developer shall develop the proposed Lot 1,Block 1 Bluff Country 2nd Addition (the "Property") in conformance with the materials revised and stamp dated February 20, 2007, reviewed and approved by the City Council on February 20, 2007, (hereinafter the "Plans")and identified on Exhibit B,subject to such changes and modifications as provided herein. 2. EXHIBIT C: Developer agrees to the terms, covenants, agreements, and conditions set forth in Exhibit C. 3. DEVELOPER'S RESPONSIBILITY FOR CODE VIOLATIONS: In the event of a violation of City Code relating to use of the Land construction thereon or failure to fulfill an obligation imposed upon the Developer pursuant to this Agreement,City shall give 24 hour notice of such violation in order to allow a cure of such violation,provided however, City need not issue a building or occupancy permit for construction or occupancy on the Land while such a violation is continuing, unless waived by City. The existence of a violation of City Code or the failure to perform or fulfill an obligation required by this Agreement shall be determined solely and conclusively by the City Manager of the City or a designee. 4. DEVELOPER'S RESPONSIBILITY FOR ITS CONTRACTORS: Developer shall release,defend and indemnify City,its elected and appointed officials,employees and agents from and against any and all claims, demands, lawsuits, complaints, loss, costs (including attorneys' fees), damages and injunctions relating to any acts, failures to act, errors, omissions of Developer or Developer's consultants, contractors, subcontractors, suppliers and agents. Developer shall not be released from its responsibilities to release, defend and indemnify because of any inspection, review or approval by City. 5. CROSS ACCESS, PRIVATE UTILITIES, AND MAINTENANCE AGREEMENT: Prior to release of the final plat for the Property, the Developer shall enter into a Cross Access, Private Utilities, and Maintenance Agreement between Lots 1, 2, and Outlot A, Bluff Country 2nd Addition of the Property, the form and substance of which must be approved by the City Engineer and City Attorney. This Agreement shall address joint vehicle access and maintenance in parking areas, driveways, private utilities, rainwater gardens and storm sewers. All of these facilities shall be privately owned and maintained initially by the Developer and by all subsequent owners upon transfer from the Developer or a prior Owner. After approval by the City, Developer shall file the Cross Access, Private Utilities,Parking and Maintenance Agreement with the Hennepin County Recorder/Registrar of Title as appropriate immediately after the recording of the final plat and prior to recording of any document affecting the Property including but not limited to any mortgage granted by the Developer or owners, their successors and/or assigns. Prior to the issuance of the first building permit for the Property,Developer shall submit to the City Engineer proof that the Cross Access, Private Utilities, Parking and Maintenance Agreement has been recorded in the Hennepin County Recorder's Office/Registrar of Titles' Office. 6. EXISTING DEVELOPER'S AGREEMENT: This Development Agreement supersedes that certain Developer's Agreement entered into as of October 15, 2002 by Trek Development and the City of Eden Prairie. 7. EXTERIOR MATERIALS: Prior to building permit issuance,Developer shall submit to the City Planner,and receive the City Planner's written approval of a plan depicting exterior materials and colors to be used on the buildings on the Property. Prior to issuance of any occupancy permit for the Property, Developer shall complete implementation of the approved exterior materials and colors plan in accordance with the terms and conditions of Exhibit C, attached hereto. 8. GRADING, DRAINAGE, AND STORMWATER POLLUTION PREVENTION PLANS: A. FINAL GRADING AND DRAINAGE PLAN: Developer agrees that the grading and drainage plan contained in the Plans is conceptual. Prior to the release of a land alteration permit for the Property, Developer shall submit and obtain the City Engineer's written approval of a final grading and drainage plan for the Property. The final grading and drainage plan shall include all wetland information,including wetland boundaries, wetland buffer strips and wetland buffer monument locations; all Stormwater Facilities,such as water quality ponding areas,stormwater detention areas, and stormwater infiltration systems; and any other items required by the application for and release of a land alteration permit. All design calculations for storm water quality and quantity together with a drainage area map shall be submitted with the final grading and drainage plan. Prior to release of the grading bond, Developer shall certify to the City that the Stormwater Facilities conform to the final grading plan and that the Stormwater Facilities are functioning in accordance with the approved plans. Developer shall employ the design professional who prepared the final grading plan. The design professional shall monitor construction for conformance to the approved final grading plan and Stormwater Pollution Prevention Plan(SWPPP). The design professional shall provide a final report to the City certifying completion of the grading in conformance the approved final grading plan and SWPPP. B. STORMWATER FACILITY CONSTRUCTION: Stormwater Facilities, including detention basins,retention basins or Stormwater Infiltration Systems(such as rainwater gardens, vegetated swales, infiltration basins, vegetated filters, filter strips,curbless parking lot islands,parking lot islands with curb-cuts,traffic islands, tree box filters,bioretention systems or infiltration trenches) shall be maintained by the Developer during construction and for a minimum of two (2) full growing seasons after completion of the development to ensure that soil compaction,erosion, clogging,vegetation loss and channelization of flow are not occurring,and thereafter by the Owner of the Property.A Planting Plan for the Stormwater Facilities must be submitted prior to release of the first building permit for the Development Developer shall employ the design professional who prepared the final grading plan to monitor construction of the Stormwater Facilities for conformance to the Minnesota Pollution Control Agency publication entitled"State of Minnesota Storm water Manual" dated November 2005, the approved final grading plan and the requirements listed herein. All Stormwater Infiltration Systems shall be delineated with erosion control fencing prior to construction. The Stormwater Infiltration Systems shall be installed using low-impact earth moving equipment. No equipment, vehicles, supplies or other materials shall be allowed in the areas designated for stormwater infiltration during construction. Pervious surfaces shall be stabilized with seed and mulch or sod and all impervious surfaces must be completed prior to final grading and planting of the Stormwater Infiltration Systems. All Stormwater Facilities shall be kept free of debris, litter, invasive plants and sediment which shall be removed by hand or with a flat-bottomed shovel or rake during dry periods. Only enough sediment shall be removed as needed to restore hydraulic capacity, leaving as much of the vegetation in place as possible. Any damaged turf or vegetation shall be reseeded or replaced. After the two year period of Developer maintenance,the Owner of the Property shall be responsible for maintenance of the Stormwater Facilities. This shall include debris and litter removal, removal of noxious and invasive plants, removal of dead and diseased plants,re-mulching of void areas,replanting or reseeding areas where dead or diseased plants were removed and hand removal of sediment build-up. C. STORMWATER POLLUTION PREVENTION PLAN (SWPPP): Prior to issuance of a land alteration permit,Developer shall submit to the City Engineer and obtain City Engineer's written approval of Stormwater Pollution Prevention Plan (SWPPP) for the Property. The SWPPP shall include all boundary erosion control features, temporary stockpile locations, turf restoration procedures, concrete truck washout areas and any other best management practices to be utilized within the Project. Prior to release of the grading bond, Developer shall complete implementation of the approved SWPPP. 9. IRRIGATION PLAN: Developer shall submit to the City Planner and receive the City Planner's written approval of a plan for irrigation of the landscaped areas on the Property. The irrigation plan shall be designed so that water is not directed on or over public trails and sidewalks. Prior to issuance of any occupancy permit for the Property, Developer shall complete implementation of the approved irrigation plan in accordance with the terms and conditions of Exhibit C 10. LANDSCAPE PLAN: Prior to building permit issuance,the Developer shall submit to the City Planner and receive the City Planner's written approval of a final landscape plan for the Land depicting a total of 38 caliper inches. The approved landscape plan shall be consistent with the quantity,type,and size of plant materials shown on the landscape plan on the Plans. Developer shall furnish to the City Planner and receive the City Planner's approval of a landscape bond equal to 150% of the cost of said improvements as required by City Code. Prior to issuance of any occupancy permit for the Property, Developer shall complete implementation of the approved landscape plan in accordance with the terms and conditions of Exhibit C. 11. MECHANICAL EQUIPMENT SCREENING: Developer shall submit to the City Planner, and receive the City Planner's written approval of a plan for screening of mechanical equipment on the Property. For purposes of this paragraph, "mechanical equipment" includes gas meters, electrical conduit, water meters, and standard heating, ventilating,and air-conditioning units. Security to guarantee construction of said screening shall be included with that provided for landscaping on the Property,in accordance with City Code requirements. If,after completion of construction of the mechanical equipment screening,it is determined by the City Planner,in his or her sole discretion,that the constructed screening does not meet the Code requirements to screen mechanical equipment from public streets and differing, adjacent land uses, then the City Planner shall notify Developer and Developer shall take corrective action to reconstruct the mechanical equipment screening in order to cure the deficiencies identified by the City Planner. Developer agrees that the City will not release the security provided until Developer completes all such corrective measures. Prior to issuance of any occupancy permit for the Property, Developer shall complete implementation of the approved plan in accordance with the terms and conditions of Exhibit C. 12. OWNER'S SUPPLEMENT TO DEVELOPMENT AGREEMENT: The Owner's Supplements to this Agreement executed by and between the City of Eden Prairie and the following are attached hereto and made a part hereof. A. Hustad Investment Corporation, a Minnesota company 13. SIGNS: Developer agrees that for each sign which requires a permit by Eden Prairie City Code, Section 11.70, Developer shall file with the City Planner and receive the City Planner's written approval of an application for a sign permit. The application shall include a complete description of the sign and a sketch showing the size, location, the manner of construction, and other such information as necessary to inform the City of the kind, size, material construction,and location of any such sign,consistent with the sign plan shown on the Plans and in accordance with the requirements of City Code,Section 11.70,Subdivision 5a. 14. SITE LIGHTING: Prior to building permit issuance, Developer shall submit to the City Planner and receive the City Planner's written approval of a plan for site lighting on the Property. All pole lighting shall consist of downcast shoebox fixtures not to exceed 20 feet in height. Developer shall complete implementation of the approved lighting plan prior to issuance of any occupancy permit for the Property. 15. TRASH ENCLOSURE: Developer has submitted to the City Planner, and obtained the City Planner's written approval of a plan for the design and construction of the outside trash enclosure for the Property. This trash enclosure shall be constructed with face brick to match the building, include a roof, and heavy duty steel gates that completely screen the interior of the enclosure. Developer shall complete implementation of the trash enclosure plan prior to issuance of any occupancy permit for the Property. 16. TREE LOSS-TREE REPLACEMENT: There are 3,775 diameter inches of significant trees on the Land. Tree loss related to development on the Land is calculated at 1,708 diameter inches. Tree replacement required is 1032 caliper inches. A total of 128 caliper inches shall be replaced on Lot 1, Block 1 Bluff Country Village 2nd Addition. The remaining 90 caliper inches shall be replaced in Outlot A Bluff Country Village 2nd Addition and the future daycare/office site east of Hennepin Town Road when those sites develop. Prior to the issuance of any grading permit for the Property, Developer shall submit to the City Forester and receive the City Forester's written approval of a tree replacement plan for 90 caliper inches. This approved plan shall include replacement trees of a 3-inch diameter minimum size for a shade tree and a 7-foot minimum height for conifer trees. The approved plan shall also provide that, should actual tree loss exceed that calculated herein,Developer shall provide tree replacement on a caliper inch per caliper inch basis for such excess loss. Prior to issuance of any grading permit for the Property,Developer shall furnish to the City Planner and receive the City Planner's approval of a tree replacement bond equal to 150%of the cost of said improvements as required by City Code. Developer shall complete implementation of the approved tree replacement plan prior to occupancy permit issuance. 17. HENNEPIN TOWN ROAD IMPROVEMENTS: No occupancy permit shall be issued until the improvements to Hennepin Town Road,identified in the plans as part of Exhibit B, have been completed by Trek Development, Inc to the satisfaction of the City Engineer pursuant to that certain development agreement entered into as of May 15, 2007 by and between Trek Development, Inc and the City of Eden Prairie. IN WITNESS WHEREOF,the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. DEVELOPER CITY OF EDEN PRAIRIE Mount Properties, Inc By By Its Phil Young Its Mayor By_ Scott H. Neal Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of ,2007, by Phil Young and Scott H.Neal,respectively the Mayor and the City Manager of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of said corporation. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2007,by the ,of Mount Properties,Inc, a Minnesota Corporation, on behalf of the . Notary Public THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 EXHIBIT A LEGAL DESCRIPTIONS BLUFF COUNTRY VILLAGE 2ND ADDITION - MOUNT Legal Description Before Final Plat That part of Outlot B,Bluff Country Village,described as follows:Beginning at a point on the north line of said Outlot B distant 145.66 feet east of the northwest corner of said Outlot B; thence southerly parallel with the west line of said Outlot B 242.72 feet; thence easterly at right angles 277.05 feet to the east line of said Outlot B; thence northerly along said east line to the northeast corner of said Outlot B; thence westerly along the north line of said Outlot B to the point of beginning. Legal Description After Final Plat Lot 1, Block 1 Bluff Country Village 2nd Addition, City of Eden Prairie, Hennepin County, Minnesota EXHIBIT B DEVELOPMENT AGREEMENT —BLUFF COUNTRY VILLAGE 2ND ADDITION Sheet 1, Coversheet/Preliminary Plat dated 10/06/06 by Hedlund Engineering Sheet 2, Site Plan dated 10/06/06 by Hedlund Engineering Sheet 2.1, Site Plan-Conceptual dated 10/06/06 by Hedlund Engineering Sheet 3, Grading Plan dated 10/06/06 by Hedlund Engineering Sheet 3.1, Grading Plan-Conceptual dated 12/04/06 by Hedlund Engineering Sheet 4, Erosion Control Plan dated 10/06/06 by Hedlund Engineering Sheet 5,Utility Plan dated 10/06/06 by Hedlund Engineering Sheet 5.1 Utility Plan-Conceptual dated 12/04/06 by Hedlund Engineering Sheet 6, Existing Conditions dated 10/06/06 by Hedlund Engineering Sheet 7, Landscape Plan(Overall) dated 01/08/07 by HTPO Sheet 8, Landscape Plan(Retail Site) dated 01/08/07 by HTPO Sheet 9, Landscape Plan (Coffee Shop Site) dated 01/08/07 by HTPO Sheet 10, Signage Plan dated 01/08/07 by Edward Farr Architects Inc Sheet 11, Lighting Plan dated 01/08/07 by Edward Farr Architects Inc Sheet 12, Building A-Floor Plan dated 01/08/07 by Edward Farr Architects Inc Sheet 13, Building A-Elevations dated 01/08/07 by Edward Farr Architects Inc Sheet 14, Building A-Site Section dated 01/08/07 by Edward Farr Architects Inc Sheet 15, Building C-Floor Plan dated 01/08/07 by Edward Farr Architects Inc Sheet 16, Building C-Elevations dated 01/08/07 by Edward Farr Architects Inc EXHIBIT C DEVELOPMENT AGREEMENT—BLUFF COUNTRY VILLAGE 2ND ADDITION I. Prior to release of any building permit, Developer shall submit to the City Engineer for approval two copies of a development plan(1" =100' scale)showing existing and proposed contours,proposed streets,and lot arrangements and size,minimum floor elevations on each lot,preliminary alignment and grades for sanitary sewer,water main,and storm sewer, 100- year flood plain contours, ponding areas, tributary areas to catch basins, arrows showing direction of storm water flow on all lots,location of walks,trails,and any property deeded to the City. II. Developer shall submit detailed construction and storm sewer plans to the Watershed District for review and approval. Developer shall follow all rules and recommendations of said Watershed District. III. Developer shall pay cash park fees as to all of the Property required by City Code in effect as of the date of the issuance of each building permit for construction on the Property. IV. If Developer fails to proceed in accordance with this Agreement within twenty-four (24) months of the date hereof,Developer,for itself,its successors,and assigns,shall not oppose the City's reconsideration and rescission of any Rezoning, Site Plan review and/or Guide Plan review approved in connection with this Agreement, thus restoring the status of the Property before the Development Agreement and all approvals listed above were approved. V. Provisions of this Agreement shall be binding upon and enforceable against the Property and the Owners, their successors and assigns of the Property. VI. The Developer hereby irrevocably nominates, constitutes, and appoints and designates the City as its attorney-in-fact for the sole purpose and right to amend Exhibit A hereto to identify the legal description of the Property after platting thereof. VII. Developer represents that it has marketable fee title to the Property, except: Hustad Investment Corporation With respect to any interest in all portions of the Property which Developer is required, pursuant to this Agreement, to dedicate or convey to the City (the "Dedicated Property"), Developer represents and warrants as follows now and at the time of dedication or conveyance: A. That Developer has marketable fee title free and clear of all mortgages, liens, and other encumbrances. Prior to final plat approval,Developer shall provide to the City a current title insurance policy insuring such a condition of title. B. That Developer has not used, employed, deposited, stored, disposed of, placed or otherwise allowed to come in or on the Dedicated Property,any hazardous substance, hazardous waste, pollutant, or contaminant, including, but not limited to, those defined in or pursuant to 42 U.S.C. § 9601,et. seq.,or Minn. Stat., Sec. 115B.01,et. seq. (such substances, wastes,pollutants, and contaminants hereafter referred to as "Hazardous Substances"); C. That Developer has not allowed any other person to use, employ, deposit, store, dispose of,place or otherwise have,in or on the Property,any Hazardous Substances. D. That no previous owner, operator or possessor of the Property deposited, stored, disposed of, placed or otherwise allowed in or on the Property any hazardous substances. Developer agrees to indemnify, defend and hold harmless City, its successors and assigns, against any and all loss,costs,damage and expense,including reasonable attorneys fees and costs that the City incurs because of the breach of any of the above representations or warranties and/or resulting from or due to the release or threatened release of Hazardous Substances which were, or are claimed or alleged to have been,used, employed,deposited, stored, disposed of, placed, or otherwise located or allowed to be located, in or on the Dedicated Property by Developer, its employees, agents, contractors or representatives. VIII. Developer acknowledges that Developer is familiar with the requirements of Chapter 11, Zoning,and Chapter 12,Subdivision Regulations,of the City Code and other applicable City ordinances affecting the development of the Property. Developer agrees to develop the Property in accordance with the requirements of all applicable City Code requirements and City Ordinances. IX. Prior to release of the final plat,Developer shall pay to City fees for the first three(3)years' street lighting on the public streets adjacent to the Property(including installation costs, if any, as determined by electrical power provider), engineering review, and street signs. X. Developer shall submit detailed water main, fire protection, and emergency vehicle access plans to the Fire Marshal for review and approval. Developer shall follow all the recommendations of the Fire Marshal. XI. Developer acknowledges that the rights of City performance of obligations of Developer contemplated in this agreement are special, unique, and of an extraordinary character, and that, in the event that Developer violates, or fails, or refuses to perform any covenant, condition, or provision made herein, City may be without an adequate remedy at law. Developer agrees,therefore,that in the event Developer violates,fails,or refuses to perform any covenant, condition, or provision made herein, City may, at its option, institute and prosecute an action to specifically enforce such covenant, withhold building permits or rescind or revoke any approvals granted by the City. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of anyone or more remedies shall not constitute a waiver of any other remedy. XII. Developer shall,prior to the commencement of any improvements,provide written notice to Comcast of the development contemplated by this Development Agreement. Notice shall be sent to Comcast Cable, 9705 Data Park, Minnetonka, Minnesota 55343. XIII. Prior to building permit issuance,all fees associated with the building permit shall be paid to the Inspections Department,including;Building permit fee,plan check fee, State surcharge, metro system access charge (SAC), City SAC and City water access charge (WAC), and park dedication. Contact Metropolitan Waste Control to determine the number of SAC units. XIV. Prior to building permit issuance, except as otherwise authorized in the approved Plans, existing structures, wells and septic systems (if present) shall be properly abandoned or removed as required by City ordinance and all permits obtained through the Inspections Department. XV. Prior to building permit issuance,provide two copies of an approved survey or site plan(1" = 200 scale) showing proposed building location and all proposed streets, with approved street names, lot arrangements and property lines. XVI. The City shall not issue any building permit for the construction of any building, structure, or improvement on the Property until all requirements listed in this Exhibit C have been satisfactorily addressed by Developer. XVII. No failure of the City to comply with any term, condition, covenant or agreement herein shall subject the City to liability for any claim for damages, costs or other financial or pecuniary charges.No execution on any claim,demand,cause of action or judgment shall be levied upon or collected from the general credit, general fund or taxing powers of the City. XVIII. Prior to issuance of the first building permit for the Property, Developer shall permanently demarcate the location of the boundary of the conservation easement on each lot property line or corner with permanent four-foot tall posts. A 2 1/2 by 6 inch sign or decal reading "Scenic/Conservation Easement Boundary,City of Eden Prairie",will be affixed to the top of the post. XIX. Within 10 days of the approval of the Development Agreement,the Developer shall record the Development Agreement at the County Recorder and/or Registrar of Titles. The final plat shall not be released until proof of filing of the Development Agreement is submitted to the City. XX. The City is hereby granted the option, but not the obligation, to complete or cause completion in whole or part of all of the Developer's obligations under this Agreement for which a bond, letter of credit, cash deposit or other security (hereinafter referred to as the "Security")is required if the Developer defaults with respect to any term or condition in this Agreement for which Security is required and fails to cure such default(s) within ten (10) days after receipt of written notice thereof from the City;provided however if the nature of the cure is such that it is not possible to complete the cure within ten(10) days, it shall be sufficient if the Developer has initiated and is diligently pursuing such cure. The Developer acknowledges that the City does not assume any obligations or duties of the Developer with respect to any such contract agreements unless the City shall agree in writing to do so. The City may draw down on or make a claim against the Security,as appropriate,upon five (5)business days notice to the Developer,for any violation of the terms of this Agreement or if the Security is allowed to lapse prior to the end of the required term. If the obligations for which Security is required are not completed at least thirty(30)days prior to the expiration of the Security and if the Security has not then been renewed,replaced or otherwise extended beyond the expiration date, the City may also draw down or make a claim against the Security as appropriate. If the Security is drawn down on or a claim is made against the Security, the proceeds shall be used to cure the default(s) and to reimburse the City for all costs and expenses, including attorneys' fee, incurred by the City in enforcing this Agreement. XXI. The Developer hereby grants the City, it's agents, employees, officers and contractors a license to enter the Property to perform all work and inspections deemed appropriate by the City in conjunction with this Agreement. XXII. This Agreement is a contract agreement between the City and the Developer. No provision of this Agreement inures to the benefit of any third person,including the public at large, so as to constitute any such person as a third-party beneficiary of the Agreement or of any one or more of the terms hereof,or otherwise give rise to any cause of action for any person not a party hereto. EXHIBIT D DEVELOPMENT AGREEMENT—BLUFF COUNTRY VILLAGE 2ND ADDITION OWNERS' SUPPLEMENT TO DEVELOPMENT AGREEMENT BETWEEN MOUNT PROPERTIES,INC, AND THE CITY OF EDEN PRAIRIE THIS AGREEMENT,made and entered into as of March 20,2007 by and between Hustad Investment Corporation, a Minnesota company, ("Owner"), and the CITY OF EDEN PRAIRIE ("City"): For, and in consideration of, and to induce City to adopt Resolution No. 2007-35 for Planned Unit Development Concept Review,Ordinance No. for Planned Unit Development District Review and Zoning District Amendment within the Neighborhood Commercial Zoning District on 5.8 acres, Resolution No. for Site Plan Review,and Resolution No.2007-36 for Preliminary Plat,as more fully described in that certain Development Agreement entered into as of March 20,2007,by and between Mount Properties,Inc,a Minnesota Corporation,and City("Development Agreement"),Owner agrees with City as follows: 1. If Mount Properties, Inc, fails to commence development in accordance with the Development Agreement and fails to obtain an occupancy permit for all of the improvements referred to in the Development Agreement within 24 months of the date of this Owners' Supplement, Owner shall not oppose the City's reconsideration and rescission of Resolution No. 2007-35 for Planned Unit Development Concept Review, Ordinance No. for Planned Unit Development District Review and Zoning District Amendment within the Neighborhood Commercial Zoning District on 5.8 acres, Resolution No. for Site Plan Review, and Resolution No. 2007-36 for Preliminary Plat, identified above, thus restoring the status of the Property before the Development Agreement and all approvals listed above were approved. 2. This Agreement and the Development Agreement shall be binding upon and enforceable against the Property and the Owner, their successors and assigns of the Property. 3. If Owner transfers this Property, Owner shall obtain an agreement from the transferee requiring that such transferee agree to all of the terms, conditions and obligations of"Developer" in the Development Agreement. Neither the Owner or transferee are required to develop the property in accordance with this Agreement, so long as Owner or transferee obtain such approvals as are required by City Code to develop the Property in a manner other than as set forth in this Agreement. IN WITNESS WHEREOF,the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. OWNERS CITY OF EDEN PRAIRIE By By Its Phil Young Its Mayor By By Its Scott H. Neal, Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of ,2007,by Phil Young and Scott H.Neal,respectively the Mayor and the City Manager of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of said corporation. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2007, by Hustad Investment Corporation, a Minnesota company, the of , a Minnesota , on behalf of the corporation. Notary Public THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 EXHIBIT A DEVELOPMENT AGREEMENT—BLUFF COUNTRY VILLAGE 2"ADDITION OWNERS SUPPLEMENT Legal Description Before Final Plat Lot 1, Block 1 and Outlot B, Bluff Country Village, City of Eden Prairie, Hennepin County, Minnesota Legal Description After Final Plat Lot 1, Block 1, Lot 1, Block 2, and Outlot A Bluff Country Village 2nd Addition, City of Eden Prairie, Hennepin County, Minnesota CITY COUNCIL AGENDA DATE: May 15, 2007 SECTION: Consent Agenda DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.C. Community Development/Planning Bluff Country Village 2nd Addition Janet Jeremiah -Trek Michael Franzen Requested Action Move to: • Approve 2nd Reading of the Ordinance for Planned Unit Development District Review with waivers and Zoning District Amendment in the and Neighborhood Commercial District, and • Adopt a Resolution for Site Plan Review; and • Approve the Development Agreement for Bluff Country Village 2nd Addition—Trek ; and • Approve and Authorize Issuance of a Grading Permit for Bluff Country Village 2nd Addition, subject to release by the City Engineer upon determination that the final contract documents conform to plans stamp dated February 20, 2007, as approved by the City Council. Synopsis This item is approval of the Development Agreement for a 2,300 sq foot coffee shop. Attachments 1. Ordinance for PUD District Review 2. Summary Ordinance 3. Resolution for Site Plan Review 4. Development Agreement-Trek 5. Consent to Development Agreement- Trek BLUFF COUNTRY VILLAGE 2ND ADDITION- TREK CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA ORDINANCE NO. 16-2007-PUD-4-2007 AN ORDINANCE OF THE CITY OF EDEN PRAIRIE,MINNESOTA,AMENDING CERTAIN LAND WITHIN A ZONING DISTRICT,AMENDING THE LEGAL DESCRIPTIONS OF LAND IN EACH 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 amended within the Neighborhood Commercial Zoning District 16-2007-PUD-4-2007 (hereinafter "PUD-4-2007- N-COM). Section 3. The City Council hereby makes the following findings: A. PUD-4-2007-N-COM is not in conflict with the goals of the Comprehensive Guide Plan of the City. B. PUD-4-2007-N-COM 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-4-2007-N-COM are justified by the design of the development described therein. D. PUD-4-2007-N-COM is of sufficient size, composition, and arrangement that its construction, marketing, and operation is feasible as a complete unit without dependence upon any subsequent unit. Section 4. The land shall be subject to the terms and conditions of that certain Development Agreement dated as of May 15, 2007, entered into between Trek Development, and the City of Eden Prairie, (hereinafter"Development Agreement"). The Development Agreement contains the terms and conditions of PUD-4-2007-N-COM, and are hereby made a part hereof Section 5. The proposal is hereby adopted and the land shall be, and hereby is amended within the Neighborhood Commercial District and shall be included hereafter in the Planned Unit Development 4-2007-N-COM, 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. 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 7. 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 20th day of February, 2007, 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 15th day of May, 2007. ATTEST: Kathleen Porta, City Clerk Phil Young, Mayor PUBLISHED in the Eden Prairie Sun Current on , 2007. EXHIBIT A PUD Legal Description — BLUFF COUNTRY VILLAGE 2ND ADDITION - TREK That part of Lot 1, Block 1, and Outlot B, Bluff Country Village, described as follows: Beginning at a point on the south line of said Lot 1 distant 193.58 feet east of the southwest corner of said Lot 1, as measured along said south line; thence North 17 degrees 45 minutes East 254.68 feet; thence South 72 degrees 15 minutes East 153.00 feet to the east line of said Outlot B; thence southwesterly, westerly, and northwesterly along the southeasterly, southerly, and southwesterly lines of said Outlot B and Lot 1 to the point of beginning. AND Lot 1, Block 1, and Outlot B, Bluff Country Village, Except the following two parcels: That part of Outlot B, Bluff Country Village, described as follows: Beginning at a point on the north line of said Outlot B distant 145.66 feet east of the northwest corner of said Outlot B; thence southerly parallel with the west line of said Outlot B 242.72 feet; thence easterly at right angles 277.05 feet to the east line of said Outlot B; thence northerly along said east line to the northeast corner of said Outlot B; thence westerly along the north line of said Outlot B to the point of beginning. That part of Lot 1, Block 1, and Outlot B, Bluff Country Village, described as follows: Beginning at a point on the south line of said Lot 1 distant 193.58 feet east of the southwest corner of said Lot 1, as measured along said south line; thence North 17 degrees 45 minutes East 254.68 feet; thence South 72 degrees 15 minutes East 153.00 feet to the east line of said Outlot B; thence southwesterly, westerly, and northwesterly along the southeasterly, southerly, and southwesterly lines of said Outlot B and Lot 1 to the point of beginning. BLUFF COUNTRY VILLAGE 2ND ADDITION- TREK CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA SUMMARY OF ORDINANCE NO.16-2007-PUD-4-2007 AN ORDINANCE OF THE CITY OF EDEN PRAIRIE,MINNESOTA,AMENDING THE ZONING OF CERTAIN LAND WITHIN ONE 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 amendment of the zoning of land located at Hennepin Town Road& Pioneer Trail within the Neighborhood Commercial Zoning 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: Kathleen Porta, City Clerk Phil Young, Mayor PUBLISHED in the Eden Prairie Sun Current on , 2007. (A full copy of the text of this Ordinance is available from City Clerk.) BLUFF COUNTRY VILLAGE 2ND ADDITION- TREK CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2007- A RESOLUTION GRANTING SITE PLAN APPROVAL FOR BLUFF COUNTRY VILLAGE 2ND ADDITION - TREK BY TREK DEVELOPMENT WHEREAS, Trek Development, has applied for Site Plan approval of Bluff Country Village 2nd Addition to construct a 2,300 sq ft coffee shop, by an Ordinance approved by the City Council on February 20, 2007; and WHEREAS, the Planning Commission reviewed said application at a public hearing at its December 11, 2006 and January 22, 2007 meeting and recommended approval of said site plans; and WHEREAS, the City Council has reviewed said application at a public hearing at its February 20, 2007 meeting. NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, that site plan approval be granted to Bluff Country Village 2nd Addition based on the Development Agreement between Trek Development and the City of Eden Prairie, reviewed and approved by the City Council on May 15, 2007. ADOPTED by the City Council of the City of Eden Prairie this 15th day of May, 2007. Phil Young, Mayor ATTEST: Kathleen Porta, City Clerk DEVELOPMENT AGREEMENT BLUFF COUNTRY VILLAGE 2ND ADDITION-(TREK) THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into as of May 14, 2007,by Trek Development, Inc,a Minnesota Corporation,hereinafter referred to as "Developer," its successors and assigns,and the CITY OF EDEN PRAIRIE,a municipal corporation,hereinafter referred to as "City": WITNESSETH: WHEREAS,Developer has applied to City for Planned Unit Development Concept Review on 5.8 acres,Planned Unit Development District Review with waivers on 5.8 acres,Zoning District Amendment within the Neighborhood Commercial Zoning District on 0.7 acres, Site Plan Review on 0.7 acres, and Preliminary Plat of 5.8 acres into two lots and one outlot, legally described on Exhibit A (the "Land"); NOW, THEREFORE, in consideration of the City adopting, Resolution No. 2007-35 for Planned Unit Development Concept Review, Ordinance No. for Planned Unit Development District Review and Zoning District Amendment within the Neighborhood Commercial Zoning District, Resolution No. for Site Plan Review, and Resolution No.2007-36 for Preliminary Plat,Developer agrees to construct,develop and maintain the Property as follows: 1. PLANS: Developer shall develop the Land in conformance with(Lot 2,Block 1 and Outlot A,Bluff Country Village 2nd Addition(the"Property")the materials revised and stamp dated February 20, 2007, reviewed and approved by the City Council on February 20, 2007, (hereinafter the "Plans") and identified on Exhibit B, subject to such changes and modifications as provided herein. 2. EXHIBIT C: Developer agrees to the terms, covenants, agreements, and conditions set forth in Exhibit C. 3. DEVELOPER'S RESPONSIBILITY FOR CODE VIOLATIONS: In the event of a violation of City Code relating to use of the Land construction thereon or failure to fulfill an obligation imposed upon the Developer pursuant to this Agreement,City shall give 24 hour notice of such violation in order to allow a cure of such violation,provided however, City need not issue a building or occupancy permit for construction or occupancy on the Land while such a violation is continuing, unless waived by City. The existence of a violation of City Code or the failure to perform or fulfill an obligation required by this Agreement shall be determined solely and conclusively by the City Manager of the City or a designee. 4. DEVELOPER'S RESPONSIBILITY FOR ITS CONTRACTORS: Developer shall release,defend and indemnify City,its elected and appointed officials,employees and agents from and against any and all claims, demands, lawsuits, complaints, loss, costs (including attorneys' fees), damages and injunctions relating to any acts, failures to act, errors, omissions of Developer or Developer's consultants, contractors, subcontractors, suppliers and agents. Developer shall not be released from its responsibilities to release, defend and indemnify because of any inspection, review or approval by City. 5. CROSS ACCESS, PRIVATE UTILITIES, AND MAINTENANCE AGREEMENT: Prior to release of the final plat for the Property, the Developer shall enter into a Cross Access,Private Utilities,and Maintenance Agreement between Lots 1,2,and Outlot A Bluff Country Village 2nd Addition of the Property, the form and substance of which must be approved by the City Engineer and City Attorney. This Agreement shall address joint vehicle access and maintenance in parking areas, driveways, private utilities, rainwater gardens and storm sewers. All of these facilities shall be privately owned and maintained initially by the Developer and by all subsequent owners upon transfer from the Developer or a prior Owner. After approval by the city, Developer shall file the Cross Access, Private Utilities,Parking and Maintenance Agreement with the Hennepin County Recorder/Registrar of Title as appropriate immediately after the recording of the final plat and prior to recording of any document affecting the Property including but not limited to any mortgage granted by the Developer or owners, their successors and/or assigns. Prior to the issuance of the first building permit for the Property,Developer shall submit to the City Engineer proof that the Cross Access, Private Utilities, Parking and Maintenance Agreement has been recorded in the Hennepin County Recorder's Office/Registrar of Titles' Office. 6. EXISTING DEVELOPER'S AGREEMENT: This Development Agreement supersedes that certain Developer's Agreement entered into as of October 15, 2002 by Trek Development and the City of Eden Prairie. 7. EXTERIOR MATERIALS: Prior to building permit issuance,Developer shall submit to the City Planner,and receive the City Planner's written approval of a plan depicting exterior materials and colors to be used on the buildings on the Property. Prior to issuance of any occupancy permit for the Property, Developer shall complete implementation of the approved exterior materials and colors plan in accordance with the terms and conditions of Exhibit C, attached hereto. 8. FUTURE DEVELOPMENT: Developer acknowledges that the City has approved development plans only for proposed Lot 1,Block 1 Bluff Country Village 2nd Addition and Lot 1, Block 2 Bluff Country Village 2nd Addition, as depicted in the Plans. Prior to any development or construction on proposed Outlot A,Bluff Country Village 2nd Addition, as depicted in the Plans, Developer shall be required to submit detailed development plans, PUD Concept Review,PUD District Review,Zoning District Amendment,Site Plan Review and Preliminary Plat and all other submittals required by the Eden Prairie City Code, and obtain approval of those plans and submittals by the Planning Commission and City Council. 9. GRADING, DRAINAGE, AND STORMWATER POLLUTION PREVENTION PLANS: A. FINAL GRADING AND DRAINAGE PLAN: Developer agrees that the grading and drainage plan contained in the Plans is conceptual. Prior to the release of a land alteration permit for the Property, Developer shall submit and obtain the City Engineer's written approval of a final grading and drainage plan for the Property. The final grading and drainage plan shall include all wetland information,including wetland boundaries, wetland buffer strips and wetland buffer monument locations; all Stormwater Facilities,such as water quality ponding areas,stormwater detention areas, and stormwater infiltration systems; and any other items required by the application for and release of a land alteration permit. All design calculations for storm water quality and quantity together with a drainage area map shall be submitted with the final grading and drainage plan. Prior to release of the grading bond, Developer shall certify to the City that the Stormwater Facilities conform to the final grading plan and that the Stormwater Facilities are functioning in accordance with the approved plans. Developer shall employ the design professional who prepared the final grading plan. The design professional shall monitor construction for conformance to the approved final grading plan and Stormwater Pollution Prevention Plan(SWPPP). The design professional shall provide a final report to the City certifying completion of the grading in conformance the approved final grading plan and SWPPP. B. STORMWATER FACILITY CONSTRUCTION: Stormwater Facilities, including detention basins,retention basins or Stormwater Infiltration Systems(such as rainwater gardens, vegetated swales, infiltration basins, vegetated filters, filter strips,curbless parking lot islands,parking lot islands with curb-cuts,traffic islands, tree box filters,bioretention systems or infiltration trenches) shall be maintained by the Developer during construction and for a minimum of two (2) full growing seasons after completion of the development to ensure that soil compaction,erosion, clogging,vegetation loss and channelization of flow are not occurring,and thereafter by the Owner of the Property.A Planting Plan for the Stormwater Facilities must be submitted prior to release of the first building permit for the Development Developer shall employ the design professional who prepared the final grading plan to monitor construction of the Stormwater Facilities for conformance to the Minnesota Pollution Control Agency publication entitled"State of Minnesota Storm water Manual" dated November 2005, the approved final grading plan and the requirements listed herein. All Stormwater Infiltration Systems shall be delineated with erosion control fencing prior to construction. The Stormwater Infiltration Systems shall be installed using low-impact earth moving equipment. No equipment, vehicles, supplies or other materials shall be allowed in the areas designated for stormwater infiltration during construction. Pervious surfaces shall be stabilized with seed and mulch or sod and all impervious surfaces must be completed prior to final grading and planting of the Stormwater Infiltration Systems. All Stormwater Facilities shall be kept free of debris, litter, invasive plants and sediment which shall be removed by hand or with a flat-bottomed shovel or rake during dry periods. Only enough sediment shall be removed as needed to restore hydraulic capacity, leaving as much of the vegetation in place as possible. Any damaged turf or vegetation shall be reseeded or replaced. After the two year period of Developer maintenance,the Owner of the Property shall be responsible for maintenance of the Stormwater Facilities. This shall include debris and litter removal, removal of noxious and invasive plants, removal of dead and diseased plants,re-mulching of void areas,replanting or reseeding areas where dead or diseased plants were removed and hand removal of sediment build-up. C. STORMWATER POLLUTION PREVENTION PLAN (SWPPP): Prior to issuance of a land alteration permit,Developer shall submit to the City Engineer and obtain City Engineer's written approval of Stormwater Pollution Prevention Plan (SWPPP) for the Property. The SWPPP shall include all boundary erosion control features, temporary stockpile locations, turf restoration procedures, concrete truck washout areas and any other best management practices to be utilized within the Project. Prior to release of the grading bond, Developer shall complete implementation of the approved SWPPP. 10. HENNEPIN TOWN ROAD IMPROVEMENTS: The Developer shall be responsible for the improvements to Hennepin Town Road adjacent to the Property as shown on the Plans. Developer shall submit to the City Engineer, and obtain the City Engineer's written approval of plans for the improvements. The work includes but is not limited to, median revisions, concrete curb, storm sewer and milling and overlaying a portion of Hennepin Town Road to provide a full median opening as shown on the Plans, as well as median revisions, concrete curb and storm sewer on Hennepin Town Road south of Pioneer Trail. Plans for public infrastructures shall be of a plan view and profile on 24 x 36 plan sheets consistent with City standards. Prior to release of the final plat for the Property, Developer shall furnish to the City Engineer and receive the City Engineer's written approval of a surety equal to 125% of the cost of said improvements. A permit fee of five percent of construction value shall be paid to City by Developer. The design engineer shall provide daily inspection, certify completion in conformance to approved plans and specifications and provide record drawings. Prior to issuance of any occupancy permit for the Property, Developer shall complete implementation of the approved road improvement plan in accordance with the Plans and the terms and conditions of Exhibit C 11. IRRIGATION PLAN: Developer shall submit to the City Planner and receive the City Planner's written approval of a plan for irrigation of the landscaped areas on the Property. The irrigation plan shall be designed so that water is not directed on or over public trails and sidewalks. Prior to issuance of any occupancy permit for the Property, Developer shall complete implementation of the approved irrigation plan in accordance with the terms and conditions of Exhibit C 12. LANDSCAPE PLAN: Prior to building permit issuance,the Developer shall submit to the City Planner and receive the City Planner's written approval of a final landscape plan for the Property depicting a total of 7 caliper inches. The approved landscape plan shall be consistent with the quantity,type,and size of plant materials shown on the landscape plan on the Plans. Developer shall furnish to the City Planner and receive the City Planner's approval of a landscape bond equal to 150%of the cost of said improvements as required by City Code. Prior to issuance of any occupancy permit for the Property, Developer shall complete implementation of the approved landscape plan in accordance with the terms and conditions of Exhibit C. 13. MECHANICAL EQUIPMENT SCREENING: Developer shall submit to the City Planner, and receive the City Planner's written approval of a plan for screening of mechanical equipment on the Property. For purposes of this paragraph, "mechanical equipment" includes gas meters, electrical conduit, water meters, and standard heating, ventilating,and air-conditioning units. Security to guarantee construction of said screening shall be included with that provided for landscaping on the Property,in accordance with City Code requirements. If,after completion of construction of the mechanical equipment screening,it is determined by the City Planner,in his or her sole discretion,that the constructed screening does not meet the Code requirements to screen mechanical equipment from public streets and differing, adjacent land uses, then the City Planner shall notify Developer and Developer shall take corrective action to reconstruct the mechanical equipment screening in order to cure the deficiencies identified by the City Planner. Developer agrees that the City will not release the security provided until Developer completes all such corrective measures. Prior to issuance of any occupancy permit for the Property, Developer shall complete implementation of the approved plan in accordance with the terms and conditions of Exhibit C. 14. OWNER'S SUPPLEMENT TO DEVELOPMENT AGREEMENT: The Owner's Supplements to this Agreement executed by and between the City of Eden Prairie and the following are attached hereto and made a part hereof. A. Hustad Investment Corporation, a Minnesota company 15. PUD WAIVERS GRANTED: The city hereby grants the following waivers to City Code requirements within the Neighborhood Commercial Zoning District through the Planned Unit Development District Review for the Property and incorporates said waivers as part of PUD (list PUD number): A. Lot Size from 2 acre minimum to .7 acres for Lot 1 Block 2, Bluff Country Village 2nd Addition. 16. SIGNS: Developer agrees that for each sign which requires a permit by Eden Prairie City Code, Section 11.70, Developer shall file with the City Planner and receive the City Planner's written approval of an application for a sign permit. The application shall include a complete description of the sign and a sketch showing the size, location, the manner of construction, and other such information as necessary to inform the City of the kind, size, material construction,and location of any such sign,consistent with the sign plan shown on the Plans and in accordance with the requirements of City Code,Section 11.70,Subdivision 5a. 17. SITE LIGHTING: Prior to building permit issuance, Developer shall submit to the City Planner and receive the City Planner's written approval of a plan for site lighting on the Property. All pole lighting shall consist of downcast shoebox fixtures not to exceed 20 feet in height. Developer shall complete implementation of the approved lighting plan prior to issuance of any occupancy permit for the Property. 18. TRASH ENCLOSURE: Developer has submitted to the City Planner, and obtained the City Planner's written approval of a plan for the design and construction of the outside trash enclosure for the Property. This trash enclosure shall be constructed with face brick to match the building, include a roof, and heavy duty steel gates that completely screen the interior of the enclosure. Developer shall complete implementation of the trash enclosure plan prior to issuance of any occupancy permit for the Property. 19. TREE LOSS-TREE REPLACEMENT: There are 3,775 diameter inches of significant trees on the Land. Tree loss related to development on the Land is calculated at 1,708 diameter inches. Tree replacement required is 1032 caliper inches. A total of 38 caliper inches shall be replaced on Lot 2, Block 1 Bluff Country Village 2nd Addition. The remaining 904 caliper inches shall be replaced in Outlot A Bluff Country Village 2nd Addition and the future daycare/office site east of Hennepin Town Road when those sites develop. Prior to the issuance of any grading permit for the Property,Developer shall submit to the City Forester and receive the City Forester's written approval of a tree replacement plan for 38 caliper inches. This approved plan shall include replacement trees of a 3-inch diameter minimum size for a shade tree and a 7-foot minimum height for conifer trees. The approved plan shall also provide that, should actual tree loss exceed that calculated herein,Developer shall provide tree replacement on a caliper inch per caliper inch basis for such excess loss. Prior to issuance of any grading permit for the Property,Developer shall furnish to the City Planner and receive the City Planner's approval of a tree replacement bond equal to 150%of the cost of said improvements as required by City Code. Developer shall complete implementation of the approved tree replacement plan prior to occupancy permit issuance. IN WITNESS WHEREOF,the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. DEVELOPER CITY OF EDEN PRAIRIE Trek Development, Inc By By Its Phil Young Its Mayor By_ Scott H. Neal Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of ,2007, by Phil Young and Scott H.Neal,respectively the Mayor and the City Manager of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of said corporation. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2007,by , the , of Trek Development, Inc, a Minnesota Corporation, on behalf of the . Notary Public THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 EXHIBIT A LEGAL DESCRIPTIONS BLUFF COUNTRY VILLAGE 2ND ADDITION - TREK Legal Description Before Final Plat That part of Lot 1,Block 1,and Outlot B,Bluff Country Village,described as follows:Beginning at a point on the south line of said Lot 1 distant 193.58 feet east of the southwest corner of said Lot 1, as measured along said south line; thence North 17 degrees 45 minutes East 254.68 feet; thence South 72 degrees 15 minutes East 153.00 feet to the east line of said Outlot B;thence southwesterly, westerly,and northwesterly along the southeasterly,southerly,and southwesterly lines of said Outlot B and Lot 1 to the point of beginning. AND Lot 1, Block 1, and Outlot B, Bluff Country Village, Except the following two parcels: That part of Outlot B,Bluff Country Village,described as follows:Beginning at a point on the north line of said Outlot B distant 145.66 feet east of the northwest corner of said Outlot B; thence southerly parallel with the west line of said Outlot B 242.72 feet; thence easterly at right angles 277.05 feet to the east line of said Outlot B; thence northerly along said east line to the northeast corner of said Outlot B; thence westerly along the north line of said Outlot B to the point of beginning. That part of Lot 1,Block 1,and Outlot B,Bluff Country Village,described as follows:Beginning at a point on the south line of said Lot 1 distant 193.58 feet east of the southwest corner of said Lot 1, as measured along said south line; thence North 17 degrees 45 minutes East 254.68 feet; thence South 72 degrees 15 minutes East 153.00 feet to the east line of said Outlot B;thence southwesterly, westerly,and northwesterly along the southeasterly,southerly,and southwesterly lines of said Outlot B and Lot 1 to the point of beginning. Legal Description After Final Plat Lot 2, Block 1 and Outlot A Bluff Country Village 2nd Addition, City of Eden Prairie, Hennepin County, Minnesota EXHIBIT B DEVELOPMENT AGREEMENT —BLUFF COUNTRY VILLAGE 2ND ADDITION Sheet 1, Coversheet/Preliminary Plat dated 10/06/06 by Hedlund Engineering Sheet 2, Site Plan dated 10/06/06 by Hedlund Engineering Sheet 2.1, Site Plan-Conceptual dated 10/06/06 by Hedlund Engineering Sheet 3, Grading Plan dated 10/06/06 by Hedlund Engineering Sheet 3.1, Grading Plan-Conceptual dated 12/04/06 by Hedlund Engineering Sheet 4, Erosion Control Plan dated 10/06/06 by Hedlund Engineering Sheet 5,Utility Plan dated 10/06/06 by Hedlund Engineering Sheet 5.1 Utility Plan-Conceptual dated 12/04/06 by Hedlund Engineering Sheet 6, Existing Conditions dated 10/06/06 by Hedlund Engineering Sheet 7, Landscape Plan(Overall) dated 01/08/07 by HTPO Sheet 8, Landscape Plan(Retail Site) dated 01/08/07 by HTPO Sheet 9, Landscape Plan (Coffee Shop Site) dated 01/08/07 by HTPO Sheet 10, Signage Plan dated 01/08/07 by Edward Farr Architects Inc Sheet 11, Lighting Plan dated 01/08/07 by Edward Farr Architects Inc Sheet 12, Building A-Floor Plan dated 01/08/07 by Edward Farr Architects Inc Sheet 13, Building A-Elevations dated 01/08/07 by Edward Farr Architects Inc Sheet 14, Building A-Site Section dated 01/08/07 by Edward Farr Architects Inc Sheet 15, Building C-Floor Plan dated 01/08/07 by Edward Farr Architects Inc Sheet 16, Building C-Elevations dated 01/08/07 by Edward Farr Architects Inc EXHIBIT C DEVELOPMENT AGREEMENT—BLUFF COUNTRY VILLAGE 2ND ADDITION I. Prior to release of any building permit, Developer shall submit to the City Engineer for approval two copies of a development plan(1" =100' scale)showing existing and proposed contours,proposed streets,and lot arrangements and size,minimum floor elevations on each lot,preliminary alignment and grades for sanitary sewer,water main,and storm sewer, 100- year flood plain contours, ponding areas, tributary areas to catch basins, arrows showing direction of storm water flow on all lots,location of walks,trails,and any property deeded to the City. II. Developer shall submit detailed construction and storm sewer plans to the Watershed District for review and approval. Developer shall follow all rules and recommendations of said Watershed District. III. Developer shall pay cash park fees as to all of the Property required by City Code in effect as of the date of the issuance of each building permit for construction on the Property. IV. If Developer fails to proceed in accordance with this Agreement within twenty-four (24) months of the date hereof,Developer,for itself,its successors,and assigns,shall not oppose the City's reconsideration and rescission of any Rezoning, Site Plan review and/or Guide Plan review approved in connection with this Agreement, thus restoring the status of the Property before the Development Agreement and all approvals listed above were approved. V. Provisions of this Agreement shall be binding upon and enforceable against the Property and the Owners, their successors and assigns of the Property. VI. The Developer hereby irrevocably nominates, constitutes, and appoints and designates the City as its attorney-in-fact for the sole purpose and right to amend Exhibit A hereto to identify the legal description of the Property after platting thereof. VII. Developer represents that it has marketable fee title to the Property, except: Hustad Investment Corporation With respect to any interest in all portions of the Property which Developer is required, pursuant to this Agreement, to dedicate or convey to the City (the "Dedicated Property"), Developer represents and warrants as follows now and at the time of dedication or conveyance: A. That Developer has marketable fee title free and clear of all mortgages, liens, and other encumbrances. Prior to final plat approval,Developer shall provide to the City a current title insurance policy insuring such a condition of title. B. That Developer has not used, employed, deposited, stored, disposed of, placed or otherwise allowed to come in or on the Dedicated Property,any hazardous substance, hazardous waste, pollutant, or contaminant, including, but not limited to, those defined in or pursuant to 42 U.S.C. § 9601,et. seq.,or Minn. Stat., Sec. 115B.01,et. seq. (such substances, wastes,pollutants, and contaminants hereafter referred to as "Hazardous Substances"); C. That Developer has not allowed any other person to use, employ, deposit, store, dispose of,place or otherwise have,in or on the Property,any Hazardous Substances. D. That no previous owner, operator or possessor of the Property deposited, stored, disposed of, placed or otherwise allowed in or on the Property any hazardous substances. Developer agrees to indemnify, defend and hold harmless City, its successors and assigns, against any and all loss,costs,damage and expense,including reasonable attorneys fees and costs that the City incurs because of the breach of any of the above representations or warranties and/or resulting from or due to the release or threatened release of Hazardous Substances which were, or are claimed or alleged to have been,used, employed,deposited, stored, disposed of, placed, or otherwise located or allowed to be located, in or on the Dedicated Property by Developer, its employees, agents, contractors or representatives. VIII. Developer acknowledges that Developer is familiar with the requirements of Chapter 11, Zoning,and Chapter 12,Subdivision Regulations,of the City Code and other applicable City ordinances affecting the development of the Property. Developer agrees to develop the Property in accordance with the requirements of all applicable City Code requirements and City Ordinances. IX. Prior to release of the final plat,Developer shall pay to City fees for the first three(3)years' street lighting on the public streets adjacent to the Property(including installation costs, if any, as determined by electrical power provider), engineering review, and street signs. X. Developer shall submit detailed water main, fire protection, and emergency vehicle access plans to the Fire Marshal for review and approval. Developer shall follow all the recommendations of the Fire Marshal. XI. Developer acknowledges that the rights of City performance of obligations of Developer contemplated in this agreement are special, unique, and of an extraordinary character, and that, in the event that Developer violates, or fails, or refuses to perform any covenant, condition, or provision made herein, City may be without an adequate remedy at law. Developer agrees,therefore,that in the event Developer violates,fails,or refuses to perform any covenant, condition, or provision made herein, City may, at its option, institute and prosecute an action to specifically enforce such covenant, withhold building permits or rescind or revoke any approvals granted by the City. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of anyone or more remedies shall not constitute a waiver of any other remedy. XII. Developer shall,prior to the commencement of any improvements,provide written notice to Comcast of the development contemplated by this Development Agreement. Notice shall be sent to Comcast Cable, 9705 Data Park, Minnetonka, Minnesota 55343. XIII. Prior to building permit issuance,all fees associated with the building permit shall be paid to the Inspections Department,including;Building permit fee,plan check fee, State surcharge, metro system access charge (SAC), City SAC and City water access charge (WAC), and park dedication. Contact Metropolitan Waste Control to determine the number of SAC units. XIV. Prior to building permit issuance, except as otherwise authorized in the approved Plans, existing structures, wells and septic systems (if present) shall be properly abandoned or removed as required by City ordinance and all permits obtained through the Inspections Department. XV. Prior to building permit issuance,provide two copies of an approved survey or site plan(1" = 200 scale) showing proposed building location and all proposed streets, with approved street names, lot arrangements and property lines. XVI. The City shall not issue any building permit for the construction of any building, structure, or improvement on the Property until all requirements listed in this Exhibit C have been satisfactorily addressed by Developer. XVII. No failure of the City to comply with any term, condition, covenant or agreement herein shall subject the City to liability for any claim for damages, costs or other financial or pecuniary charges.No execution on any claim,demand,cause of action or judgment shall be levied upon or collected from the general credit, general fund or taxing powers of the City. XVIII. Prior to issuance of the first building permit for the Property, Developer shall permanently demarcate the location of the boundary of the conservation easement on each lot property line or corner with permanent four-foot tall posts. A 2 1/2 by 6 inch sign or decal reading "Scenic/Conservation Easement Boundary,City of Eden Prairie",will be affixed to the top of the post. XIX. Within 10 days of the approval of the Development Agreement,the Developer shall record the Development Agreement at the County Recorder and/or Registrar of Titles. The final plat shall not be released until proof of filing of the Development Agreement is submitted to the City. XX. The City is hereby granted the option, but not the obligation, to complete or cause completion in whole or part of all of the Developer's obligations under this Agreement for which a bond, letter of credit, cash deposit or other security (hereinafter referred to as the "Security")is required if the Developer defaults with respect to any term or condition in this Agreement for which Security is required and fails to cure such default(s) within ten (10) days after receipt of written notice thereof from the City;provided however if the nature of the cure is such that it is not possible to complete the cure within ten(10) days, it shall be sufficient if the Developer has initiated and is diligently pursuing such cure. The Developer acknowledges that the City does not assume any obligations or duties of the Developer with respect to any such contract agreements unless the City shall agree in writing to do so. The City may draw down on or make a claim against the Security,as appropriate,upon five (5)business days notice to the Developer,for any violation of the terms of this Agreement or if the Security is allowed to lapse prior to the end of the required term. If the obligations for which Security is required are not completed at least thirty(30)days prior to the expiration of the Security and if the Security has not then been renewed,replaced or otherwise extended beyond the expiration date, the City may also draw down or make a claim against the Security as appropriate. If the Security is drawn down on or a claim is made against the Security, the proceeds shall be used to cure the default(s) and to reimburse the City for all costs and expenses, including attorneys' fee, incurred by the City in enforcing this Agreement. XXI. The Developer hereby grants the City, it's agents, employees, officers and contractors a license to enter the Property to perform all work and inspections deemed appropriate by the City in conjunction with this Agreement. XXII. This Agreement is a contract agreement between the City and the Developer. No provision of this Agreement inures to the benefit of any third person,including the public at large, so as to constitute any such person as a third-party beneficiary of the Agreement or of any one or more of the terms hereof,or otherwise give rise to any cause of action for any person not a party hereto. EXHIBIT D DEVELOPMENT AGREEMENT—BLUFF COUNTRY VILLAGE 2ND ADDITION OWNERS' SUPPLEMENT TO DEVELOPMENT AGREEMENT BETWEEN TREK DEVELOPMENT,INC AND THE CITY OF EDEN PRAIRIE THIS AGREEMENT,made and entered into as of March 20,2007 by and between Hustad Investment Corporation,a Minnesota corporation,("Owner"),and the CITY OF EDEN PRAIRIE ("City"): For, and in consideration of, and to induce City to adopt Resolution No. 2007-35 for Planned Unit Development Concept Review,Ordinance No. for Planned Unit Development District Review and Zoning District Amendment within the Neighborhood Commercial Zoning District on 5.8 acres, Resolution No. for Site Plan Review,and Resolution No.2007-36 for Preliminary Plat,as more fully described in that certain Development Agreement entered into as of March 20,2007,by and between Trek Development,Inc,a Minnesota Corporation,and City("Development Agreement"),Owner agrees with City as follows: 1. If Trek Development, Inc fails to commence development in accordance with the Development Agreement and fails to obtain an occupancy permit for all of the improvements referred to in the Development Agreement within 24 months of the date of this Owners' Supplement, Owner shall not oppose the City's reconsideration and rescission of Resolution No. 2007-35 for Planned Unit Development Concept Review, Ordinance No. for Planned Unit Development District Review and Zoning District Amendment within the Neighborhood Commercial Zoning District on 5.8 acres, Resolution No. for Site Plan Review, and Resolution No. 2007-36 for Preliminary Plat, identified above, thus restoring the status of the Property before the Development Agreement and all approvals listed above were approved. 2. This Agreement and the Development Agreement shall be binding upon and enforceable against the Property and the Owner, their successors and assigns of the Property. 3. If Owner transfers this Property, Owner shall obtain an agreement from the transferee requiring that such transferee agree to all of the terms, conditions and obligations of"Developer" in the Development Agreement. Neither the Owner or transferee are required to develop the property in accordance with this Agreement, so long as Owner or transferee obtain such approvals as are required by City Code to develop the Property in a manner other than as set forth in this Agreement. IN WITNESS WHEREOF,the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. OWNERS CITY OF EDEN PRAIRIE By By Its Phil Young Its Mayor By By Its Scott H. Neal, Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of ,2007,by Phil Young and Scott H.Neal,respectively the Mayor and the City Manager of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of said corporation. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2007, by Hustad Investment Corporation, a Minnesota company, the of , a Minnesota , on behalf of the corporation. Notary Public THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 EXHIBIT A DEVELOPMENT AGREEMENT—BLUFF COUNTRY VILLAGE 2"ADDITION OWNERS SUPPLEMENT Legal Description Before Final Plat That part of Lot 1,Block 1,and Outlot B,Bluff Country Village,described as follows:Beginning at a point on the south line of said Lot 1 distant 193.58 feet east of the southwest corner of said Lot 1, as measured along said south line; thence North 17 degrees 45 minutes East 254.68 feet; thence South 72 degrees 15 minutes East 153.00 feet to the east line of said Outlot B;thence southwesterly, westerly,and northwesterly along the southeasterly,southerly,and southwesterly lines of said Outlot B and Lot 1 to the point of beginning. AND Lot 1, Block 1, and Outlot B, Bluff Country Village, Except the following two parcels: That part of Outlot B,Bluff Country Village,described as follows:Beginning at a point on the north line of said Outlot B distant 145.66 feet east of the northwest corner of said Outlot B; thence southerly parallel with the west line of said Outlot B 242.72 feet; thence easterly at right angles 277.05 feet to the east line of said Outlot B; thence northerly along said east line to the northeast corner of said Outlot B; thence westerly along the north line of said Outlot B to the point of beginning. That part of Lot 1,Block 1,and Outlot B,Bluff Country Village,described as follows:Beginning at a point on the south line of said Lot 1 distant 193.58 feet east of the southwest corner of said Lot 1, as measured along said south line; thence North 17 degrees 45 minutes East 254.68 feet; thence South 72 degrees 15 minutes East 153.00 feet to the east line of said Outlot B;thence southwesterly, westerly,and northwesterly along the southeasterly,southerly,and southwesterly lines of said Outlot B and Lot 1 to the point of beginning. Legal Description After Final Plat Lot 2, Block 1 and Outlot A Bluff Country Village 2nd Addition, City of Eden Prairie, Hennepin County, Minnesota CONSENT TO DEVELOPER'S AGREEMENT The Undersigned is the Mortgagor in that certain Mortgage and Security Agreement and Fixture Financing Statement executed by the Bluffs Company, a Minnesota corporation, dated March 21, 2000, filed March 28, 2000, as Document No. 7279083, in the original principal amount of$5,000,000.00, in favor of National City Bank of Minneapolis, which was amended by Loan Assumption Agreement by and among National City Bank of Minneapolis, a national banking association, The Bluffs Company, a Minnesota corporation, and Hustad Investment Corporation, a Minnesota corporation, dated April 30, 2001, filed June 25, 2001, as Document No. 7494367, further amended by Amendment to Mortgage and Assignment of Rents and Leases dated March 21, 2005, filed July 1, 2005, as Document No. 8608954, and further amended by Amended and Restated Mortgage and Security Agreement and Fixture Financing Statement dated December 8, 2006, filed January 24, 2007, as Document No. 8926398. (Also covers the land) and, the Assignor in that certain Assignment of Rents and Leases executed by The Bluffs Company, a Minnesota corporation, dated March 21, 2000, as Document No. 7279084, in favor of National City Bank of Minneapolis, which was amended by Loan Assumption Agreement by and among National City Bank of Minneapolis, a national banking association, The Bluffs Company, a Minnesota corporation, and Hustad Investment Corporation, further amended by Amendment to Mortgage and Assignment of Rents and Leases dated March 21, 2005, filed July 1, 2005, as Document No. 8608954, and further amended by Amended and Restated Assignment of Rents and Leases dated December 8, 2006, filed January 24, 2007, as Document No. 8926399. (Also covers the land) The undersigned does hereby consent to the above Developer's Agreement and agrees to be bound by the same. In testimony thereof, the undersigned has hereunto executed this instrument this day of , 2007. NATIONAL CITY BANK OF MINNEAPOLIS A corporation organized and existing under the laws of the State of By: Its: STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2007,by the of National City Bank of Minneapolis, a corporation organized and existing under the laws of the State of P:\Home\EP\Community Dev\DAs\Bluff Country Village 2nd Addition\Consent to DA 2007 03 16.doc CITY COUNCIL AGENDA DATE: May 15, 2007 SECTION: Consent Agenda DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.D. Community Development/Planning Flying Cloud Corporate Campus Janet Jeremiah Environmental Assessment Scott A. Kipp Worksheet Requested Action Move to: Adopt the Resolution for Environmental Assessment Worksheet Review Synopsis This is for the review of an Environmental Assessment Worksheet for redevelopment of the former Best Buy Headquarters site for 558,000 square feet of office, 52,000 square feet of retail 4,000 square foot restaurant, 132 housing units. Background Information Liberty Property Limited Partnership presented a concept development plan(attached)to the Planning Commission at its March 12, 2007 meeting. The proposal includes development of four office buildings and two mixed housing/retail buildings if rail transit is constructed along the north boundary of the property. The development will be in four phases over a 10 year period. The developer asked for a continuance to the June 11, 2007 Planning Commission meeting to be able to develop the plans in more detail and respond to staff recommended changes. In accordance with Environmental Quality Board Rules 4410.1700 Subp. 2a. B, the City of Eden Prairie postponed the decision on the need for an EIS from April 28, 2007 to May 15, 2007 to obtain the lacking information relating to potential traffic impacts on the regional road system as identified by MnDOT. This information is now part of the EAW document. Attachments 1. Resolution for EAW 2. EAW Document dated February 16, 2007 (Hard copy only) 3. Responses to comments (Hard copy only) 4. Phasing Plan FLYING CLOUD CORPORATE CAMPUS EAW CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA RESOLUTION NO. 2007- A RESOLUTION FINDING THE ENVIRONMENTAL ASSESSMENT WORKSHEET FOR FLYING CLOUD CORPORATE CAMPUS,A PRIVATE ACTION, DOES NOT REQUIRE AN ENVIRONMENTAL IMPACT STATEMENT WHEREAS, the Planning Commission did hold a public hearing on the Environmental Assessment Worksheet for the Flying Cloud Corporate Campus on March 12, 2007, and did recommend approval of the Environmental Assessment Worksheet as accurate and complete, and that no further investigation of environmental impacts is needed; and WHEREAS, said development is located on 47.65 acres of land, located at 7075 Flying Cloud Drive; and WHEREAS, the City Council of Eden Prairie reviewed the Record of Decision on the Environmental Assessment Worksheet for the Flying Cloud Corporate Campus on May 15, 2007. NOW, THEREFORE, BE IT RESOLVED by the City Council of Eden Prairie, Minnesota,that an Environmental Impact Statement is not necessary for the Flying Cloud Corporate Campus because the project is not a major action, does not have significant environmental effects, and is not of more than local significance. ADOPTED by the City Council of the City of Eden Prairie this 15th day of May, 2007. Phil Young, Mayor ATTEST: Kathleen Porta, City Clerk lieu 2upeqa1r.i..PEI a sal.uaD apxochop MSS......1111,...1=PH Ila K.S aWa S.PM.00,11I Isruj, Auadara A.i.laq .n - .... Aar.. • alt.aaari . .wp,Alva:If, *,,...,„ p0.2.1.2,14% ostfaxworm. Elmlloa •••••••••• ••••=.1 r....../ ,.....I r=7"‘- ;'7:117:47: --..,"'4724"1``' Iii pnorD 2upita smazodasolzt000z i 1111.11.1 1111 '2 .7% I 2 / . g r‘3 . 2 '\ _.2.... I . . . , ‘. . ' 47.111111111111111ftill1111111111'.. : :\ - • 1 . 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INIla i N / I I ' ' 1411[HI I-F4 I" lk 1\ 11(0,". 600Z-800Z :Z asvild / ' Z 300-113 \_/ I 1._..... _._111 I JD drivtl \ \, . ......., • ..-,111111111111111) 11.111111111l111111I'K, :.-.\ I ,Jo, t 3SVHd -- \•- ——•--- •(I -v. , ..va 2.0 2u2Li.1 22a2uno2 Iso2 w.,,eom5 yto,,c. iiiiiiimyiniiii iiiiviiiiiiiimpilit:, ----% -i - - IN - / - ,""-- ..eas MI=(3)CoS+(a)zos k .00D.Ott 3 n•..ne•.•no — -V •- , 4 000.en A 61,ns a,. Om-1,101 EMI.41M1p/d I SO HMO amn.A.A30, It - V\ HMV. (Matsu:my or - —I X. .1.15Wil. I A , , , 0111MV.11.5. 1 I i 800Z-LOOZ 1 amid r prrano\ ,I •--" \___''i • I 1 _- • __ . . . . . . 1 • 'L"OnVIVorr"XguIZI" i • . TWO 3NO 3/VLS 83HdOO I . I 2354,a/p,A 5101,99 PO . , .... '.',. .5 I.,.,,,),Pooxisaµ 900Z. ...- ____ i CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.E. Jay Lotthammer, Director Award bids for the Community Center Parks and Recreation Dasherboards, Fire Sprinkler Systems, and Electrical Systems Requested Action Move to: Authorize approval of the bids as recommended by the Construction Manager for the Community Center dasherboards, fire sprinkler systems, and electrical systems. Synopsis RJM Construction, the construction manager for this project has submitted a letter recommending the approval of bids for the Community Center dasherboards, fire sprinkler systems, and electrical systems. Attachments Letter from RJM Construction, dated May 15, 2007 Bid Breakdown CONSTRUCTION May 15, 2007 Mr. Jay Lotthammer City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 Re: Eden Prairie Community Center Recommendations for Award of Contracts—Bid Package 1 (Partial) City Council Meeting—May 15, 2007 Dear Mr. Lotthammer, RJM Construction (RJM)has completed its review of the bids received on March 15, 2007 for Bid Package 1. In addition to the bid reviews, we have also conducted scope reviews with the apparent low bidders from each bid category. Based on the results of these reviews we recommend to the City Council that they award the contracts for three (3)Bid Categories as listed on the attached Exhibit 1 dated May 07, 2007. Included in this recommendation for award is the acceptance of Bid Alternate E-1 to replace the lighting above the bleachers in Rink I, as well as Bid Alternate E-3 to provide the Musco brand ball field lighting system. Bid Alternate E-2 for the addition of the new generator system is continuing to be evaluated and will be presented to the City Council for award at a later date. The final remaining two (2)Bid Categories not referenced in this, or previous recommendations presented will be presented for the June 5th, 2007 City Council meeting. If you should have any questions, please feel free to contact me. Sincerely, rian G. Recker 5455 HWY,169 Vice President PLYMOUTH,MN 55442 PHONE 763-383-7600 FAX 763-383-7601 www,rjmconstruction.com EXHIBIT 1 May 07,2007 Bid Package 1 RIM Recommended Bid Categories for Award-City Council Meeting April 17,2007 Alternates Accepted 1A,4B,7A,7B,13C,M-2,E-1,E-3 Public Bid Categories 13B-Dasherboards Rink Systems $ 113,400 15C-Fire Sprinkler Systems Shield Fire Protection $ 178,000 16A-Electrical Systems C&S Electric $ 1,009,875 Total of Recommendations for Award $ 1,301,275 Eden Prairie Community Center Bid Tabulation Form Bid Date: Thursday, March 15, 2007 Bid Category: 13B Dasher Boards Contractor Bid Amount Addendum's Noted Bid Security Alt#1c Rink Systems, Inc. $ 113,400 1 thru 4 Y N $ 7,500 Becker Area Products $ 126,432 1 thru 4 Y N $ 9,000 Roustan United $ 138,124 1 thru 4 Y N $ 6,180 Premier Rinks, Inc. (Athietica) $ 152,475 1 thru 4 Y N $ (4,526) Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Eden Prairie Community Center Bid Tabulation Form Bid Date: Thursday, March 15, 2007 Bid Category: 15C Fire Protection Contractor Bid Amount Addendums Noted Bid Security Alt#la Alt#3a Shield Fire Protection $ 136,000 1 thru 2 Y N $ 42,000 $ 7,000 Skyline Fire Protection $ 193,300 1 thru 5 Y N $ 32,800 $ 11,400 Summit Fire Protection $ 244,000 1 thru 5 Y N $ 64,400 $ 24,400 Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Eden Prairie Community Center Bid Tabulation Form Bid Date:Thursday,April 19,2007 Bid Category: 16A Electrical and Technology Systems Contractor Bid Amount Addendums Noted Bid Security Alt#la Alt#2 Alt#3a Alt M-1 Alt M-2 Alt E-1 Alt E-2 ! Alt E-3 C&S Electric $ 889,400 1,2,3,4,5,6,7 Y N $ 118,350 $ 24,228 $ 23,827 $ 3,125 $ 1,000 Manor Electric $ 1,032,507 1,2,3,4,5,6,7 Y N $ 139,408 $ 261,860 $ 23,000 $ 1,400 $ 3,780 $ 254,756 $ (20,000) Premier $ 1,052,000 1,2,3,4,5,6,7 Y N $ 263,000 $ 17,000 $ 23,700 $ 4,400 $ 500 $ 4,400 $ 247,500 $ (36,000) Vinco $ 1,084,500 1,2,3,4,5,6,7 Y N $ 126,570 $ 259,590 $ 25,175 $ 22,000 $ 268,100 $ (40,320) Gephardt $ 1,128,400 1,2,3,4,5,6,7 Y N $ 130,550 $ 30,000 $ 22,300 $ 4,550 $ 198,750 $ 43,900 Phasor $ 1,260,000 1,2,3,4,5,6,7 Y N $ 165,000 $ 30,000 $ 22,500 $ 8,600 $ 267,000 $ (34,000) Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N Y N CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.F. Scott H. Neal, City Manager Approve Assignment of Contracts for Community Center Renovation Project to RJM Construction Requested Action Move to approve the Assignment of contracts awarded by the City for the Community Center Reconstruction to RJM Construction. Synopsis Pursuant to the CMc contract between the City and RJM Construction, the City to is assign to RJM the contracts awarded by the City for the Community Center Renovation Project. Background The contract with RJM requires that the City assign the awarded contracts to RJM. Two previous assignments have been made of contract already awarded. Additional contracts are on the agenda at this meeting for the council to award. If the council awards those contracts, it is appropriate for the Council to also approve the assignment of those contracts to RJM Construction. Attachment Agreement between City of Eden Prairie and RJM Construction ASSIGNMENT OF CONTRACT THIS AGREEMENT is made as of 15th day of May, 20007, by City of Eden Prairie a Minnesota municipal corporation ("City"), and RJM Construction, a Minnesota corporation ("Contractor"). RECITALS: WHEREAS City and Contractor have entered into that certain Standard Form of Agreement Between Owner and Construction Manager dated as of March 27, 2007 whereby Contractor undertakes the construction management of project known as the "Eden Prairie Expansion and Renovation, Eden Prairie Community Center." WHEREAS the Contract requires that City assign to Contractor all of City's rights in and to contracts for the construction of the Work (as defined in the Contract) which have been competitively bid and awarded by the City. A list of all such contracts is attached as Exhibit A hereto. NOW, THEREFORE, in consideration of the mutual promise and agreements made in the Contract and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged: 1. City hereby grants,transfers and assigns to Contractor all of its right,title and interest in and to the contracts identified on Exhibit A hereto. 2. The undersigned Contractor hereby consents to this Assignment and agrees to perform all of its obligations under the Contract for the benefit of City 3. This Assignment shall be binding upon and inure to the benefit of the City and Contractor and their respective heirs, successors and assigns, as the case may be. 4. This Assignment may be signed in more than one counterpart,together which shall constitute an original document. IN WITNESS WHEREOF, City and Contractor have executed this Assignment as of the above date. CITY OF EDEN PRAIRIE By: Phil Young Its: Mayor By: Scott H.Neal Its: City Manager RJM CONSTRUCTION, a Minnesota corporation By: Robert Jossart Its: President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of ,2007, by Sherry Butcher and Scott H.Neal,the Acting Mayor and City Manager respectively of the City of Eden Prairie, a Minnesota municipal corporation on behalf of the municipal corporation. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of ,2007, by Robert Jossart, President of RJM Construction, a Minnesota corporation, on behalf of the corporation. Notary Public 2 THIS INSTRUMENT WAS DRAFTED BY: Richard F. Rosow, (93592) Gregerson, Rosow, Johnson&Nilan, Ltd 650 Third Avenue South, Suite 1600 Minneapolis, MN 55402 Telephone: (612) 338-0755 Facsimile: (612) 349-6718 3 EXHIBIT "A" TO ASSIGNMENT OF CONTRACT EXHIBIT 1 May 07,2007 Bid Package 1 RJM Recommended Bid Categories for Award-City Council Meeting April 17,2007 Alternates Accepted 1A,4B,7A,7B,13C,M-2,E-1,E-3 Public Bid Categories 13B-Dasherboards Rink Systems $ 113,400 15C-Fire Sprinkler Systems Shield Fire Protection $ 178,000 16A-Electrical Systems C&S Electric $ 1,009,875 Total of Recommendations for Award $ 1,301,275 CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: I.C. 07-5699 ITEM NO.: VIII.G. Mary Krause Award Contract to Bituminous Roadways, Inc. for 2007 Bituminous Public Works/Engineering Overlay Project Requested Action Move to: Award Contract for 2007 Street Bituminous Overlay project to Bituminous Roadways, in the amount of$914,550.00. Synopsis Bids were received on Thursday, May 10, 2007 for the 2007 Bituminous Overlay project. Eight bids were received and are tabulated as follows: Bituminous Roadways, Inc. $914,550.00 Midwest Asphalt Corporation $962,145.00 Hardrives, Inc. $969,120.00 Northwest Asphalt $991,380.00 Valley Paving, Inc. $995,430.00 William Mueller& Sons, Inc. $995,700.00 FPI Paving $1,011,825.00 C.S. McCrossan Construction, Inc. $1,255,800.00 Background Information The Bituminous Overlay is an annual street maintenance project. The prices for this year's overlay project are comparable to the 2006 overlay project. The 2007 Operating and Maintenance budget for milling and overlay is $250,000. The Council-approved five-year CIP allocated an additional $1,300,000 for pavement maintenance for 2007. Approximately $665,000 of these monies will be added to the overlay program. The additional CIP funds will be utilized for additional projects including sealcoating. CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: I.C. 07-5694 ITEM NO.: VIII.H. Mary Krause Award Contract to Pearson Brothers, Public Works/Engineering Inc., for 2007 Sealcoating Requested Action Move to: Award Contract for 2007 Street Sealcoating to Pearson Brothers, Inc., in the amount of$ 383,412.90. Synopsis Bids were received on Thursday, May 10, 2007 for the 2007 Sealcoating project. Three bids were received and are tabulated as follows: Pearson Brothers, Inc. $383,412.90 Allied Blacktop Company $385,923.06 ASTECH $462,306.48 Background Information Street sealcoating is an annual street maintenance project. The prices for this year's sealcoat are approximately 15% higher than last year's prices. The 2007 Operating and Maintenance budget for sealcoating is $245,000. The balance of approximately $139,000 between the actual project costs and budget amount will be taken from the CIP for pavement maintenance. CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: IC #02-5585 ITEM NO.: VIII.I. Leslie Stovring Change Order for Phase II of the Public Works/Environmental Nondegradation Analysis Requested Action Move to: Approve the Change Order for the Phase II of the Nondegradation Analysis by Wenck Associates in the amount of$6,107.53. Synopsis Wenck Associates has completed the Nondegradation Assessment for the City of Eden Prairie. However, additional work was required to meet Minnesota Pollution Control Agency (MPCA) requirements for modeling and analysis of the subwatersheds within the City. The costs will be paid out of the Stormwater Utility Fee. Background Information Phase I of the Nondegradation Assessment includes modeling and analysis of the subwatersheds within the City to determine stormwater impacts from developed conditions today compared to conditions in 1988. Wenck has met with the MPCA and Riley-Purgatory-Bluff Creek Watershed District (RPBCWD) to compile and analyze existing data to meet the MPCA requirements. Additional work that was required included unanticipated meetings with the MPCA and quantification and mapping of sump manholes. Additional work was also required to correct the data provided by RPBCWD due to a number of orphaned and overlapping subwatershed areas that were present in the mapping. Phase II of the Nondegradation Assessment is now complete. Phase III will include preparation of the report addressing the results of the Phase II Assessment and what measures the City proposes to take to address nutrient and sediment loading and streambank erosion impacts to the City's water bodies that have occurred since 1988. The Phase II Plan must be completed by September 1, 2007. Attachments • Change Order Request v� Wenck Associates,Inc. 1800 Pioneer Creek Center VAknr' P.O.Box 249 Maple Plain,MN 55359-0249 (763)479-4200 Fax(763)479-4242 E-mail:wenckmp@wenck.com April 3, 2007 Leslie Stovring-Environmental Coordinator City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 Re:Phase II Nondegradation Plan—Additional Expense Dear Ms. Stovring: Wenck Associates,Inc.has been working diligently to complete the City of Eden Prairie's Nondegradation Assessment. However,the required work has exceeded the contract amount of$35,318. The additional expense is a result of additional work needed to address the models received from the Nine Mile and Riley- Purgatory-Bluff Creek Watershed Districts as well as additional tasks outside of the original scope of work. As of March 31st,2007 additional expenses total$6,107.53 (see attached invoice). Details of the additional expenses are outlined below. • Additional work was necessary to correct watershed boundaries for the supplied P8 models. Additional work included correcting overlapping watershed boundaries,orphaned watershed areas, and shifted watershed boundaries. Tasks to deal with these issues included communication and coordination with the Watershed Districts,correction of the watershed boundaries,and additional modeling time. The approximate expense for this work is$4,466. • Work to quantify sump manholes in the City as a BMP was outside of the original scope. Approximate expense is$1,200 for GIS analysis and load calculations. • Additional expense of extra meetings with the City is approximately$441. Enclosed is the completed Nondegradation Assessment Report. We thank you for your attention to this matter and the opportunity to work with the City of Eden Prairie. We look forward to a continued relationship with the City of Eden Prairie. If questions arise,we welcome your calls to Ed Matthiesen at(763)479-4208,or Joe Bischoff at(763)479-4229,for further information or clarification. Sincerely, WENCK ASSOCIATES,INC. Joe Bischoff Ed Matthiesen Project Manager Principal T:\0094\EP Additional Billings Request jmb.doc CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: IC #02-5585 ITEM NO.: VIII.J. Leslie Stovring Phase III of the Nondegradation Public Works/Environmental Analysis Requested Action Move to: Approve the proposal to complete Phase III of the Nondegradation Analysis by Wenck&Associates in the amount of$9,850. Synopsis The City of Eden Prairie submitted an application for coverage under the Phase II National Pollutant Discharge Elimination System (NPDES) Permit to the Minnesota Pollution Control Agency (MPCA) on May 30, 2006. One requirement of the new permit was preparation of a Nondegradation Report by September 1, 2007. This proposal is for completion of the final part of the Nondegradation Report (Phase III). Following is a summary of the three phases. Phase I Collection and analysis of the data needed for preparation of a Loading Assessment Phase II Assessment and modeling of the pollutant loadings into our lakes, creeks, wetlands and ponds due to increased urbanization since 1988 and during future development. Phase III Nondegradation Report to evaluate use of additional best management practices (BMPs) to reduce or mitigate stormwater pollutant loading to our waterways. The costs will be paid out of the Stormwater Utility Fee. Background Information Phase I of the Nondegradation Assessment was completed in September 2006. Impervious surface coverage was found to have increased from 3,586 acres in 1990 to 4,930 acres in 2000 according to review of LANDSAT satellite imagery. The estimated impervious surface coverage for 2020 is 5,260 acres. Phase II included review of Nine Mile Creek, Riley-Purgatory-Bluff Creek and Lower Minnesota River Watershed District data to model nutrient and sediment loads to the City's water resources as well as water quality treatment practices in effect in order to assess the changes in pollutant loading between 1988 and the present. A physical inventory of the Purgatory Creek watershed was included as the Watershed District has not completed this work at this time. A Loading Assessment Report was completed to summarize the results of the modeling methodology and results and was submitted to the MPCA for review. Phase III will include working with Staff, the Conservation Commission and the MPCA to prepare a Nondegradation Report for submittal to the MPCA by September 1, 2007. Best Management Practices (BMPs) that may be incorporated into the City's Storm Water Pollution Prevention Plan (SWPPP) could include items such as developing standards for incorporation of low-impact development features such as rainwater gardens into future developments; reforestation measures for increased stormwater infiltration, creek bank stabilization; increased street sweeping in key watersheds, expanded education measures or others. A public hearing for the Report is scheduled for June 26, 2007. Attachments • Proposal dated May 8, 2007 • Consultant Agreement AGREEMENT THIS AGREEMENT is made and executed the 8th day of May, 2007, by and between the City of Eden Prairie, hereinafter referred to as the "Owner", and Wenck Associates, Inc. hereinafter referred to as the "Consultant", WITNESSETH; Owner and Consultant, for the consideration hereinafter stated, agree as follows: 1. Consultant's Duties: The Consultant shall provide the services specified in the Consultant's Proposal (hereinafter the Proposal) dated May 8, 2007 and shall do everything required by this Agreement and the Proposal. Consultant shall fully and satisfactorily comply with the conditions of the Proposal and complete the work contemplated by this Agreement in accordance with the Proposal. 2. Price: Owner agrees to pay the Consultant a fee not to exceed the sum of $9,850.00 as full and complete payment for the labor, materials and services rendered pursuant to this Agreement. 3. Payment: Payments to the Consultant by the Owner shall be made as provided in the Proposal. 4. Contract Documents: The Contract consist of this Agreement, the Proposal dated May 8, 2007, and the City of Eden Prairie General Conditions Consultant Agreement (General Conditions). The Proposal, the Request for Proposals and the General Conditions are hereby incorporated with this Agreement and is as much a part of this Agreement as if fully set forth herein. This Agreement, the Proposal, the Request for Proposals and the General Conditions are the Contract. In the event of any conflict between the documents comprising Contract Documents this Agreement, the General Conditions, the Request for Proposals and the Proposal shall govern in that order. 5. Conflicts: No salaried officer or employee of the Owner and no officer of the Owner shall have a financial interest, direct or indirect, in this contract. The violation of this provision renders the Contract void. Applicable federal and state regulations and statutes shall not be violated. 6. Claims: To receive any payment on this Contract, the invoice or bill must include the following signed and dated statement: "I declare under penalty of perjury that this account, claim, or demand is just and correct and that no part of it has been paid." 7. Data Practices Act: The Contractor shall at all times abide by the Minnesota Government Data Practices Act, Minn. Stat. § 1301, et seq., to the extent that the Act is applicable to data and documents in the hands of the Contractor. 8. Audits: The books, records, documents, and accounting procedures and practices of the Contractor or other parties relevant to this agreement are subject to examination by the Owner and either Legislative Auditor or the State Auditor for a period of six years after the effective date of this Contract. 9. Income Tax Withholding: No final payment shall be made to the Contractor until the Contractor has provided satisfactory evidence to the Owner that the Contractor and each of its subcontracts has complied with the provisions of Minn. Stat. § 290.92 relating to withholding of income taxes upon wages. 10. Worker's Compensation: Contractor 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 Owner prior to execution of this agreement is current and in force and effect. 11. Discrimination: In performance of this contract, the Contractor shall not discriminate on the grounds of or because of race, color, creed, religion, national origin, sex, marital status, status with regards to public assistance, disability, sexual orientation, or age against any employee of the Contractor, any subcontractor of the Contractor, or any applicant for employment. The Contractor shall include a similar provision in all contracts with subcontractors to this contract. The Contractor further agrees to comply with all aspects of the Minnesota Human Rights Act, Minn. Stat. § 363.01, et seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 12. Contractor's Prompt Payment of Subcontractors: The Contractor shall pay to any subcontractor within ten (10) days of the Contractor's receipt of payment from the Owner for undisputed services provided by the subcontractor. The Contractor shall pay interest of one and a half percent (1 l %) per month or any part of a month to a subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of$100.00 or more is $10.00. For an unpaid balance of less than $100.00, the Contractor shall pay the actual amount due to the subcontractor. 13. Counterparts: This Agreement may be executed in multiple counterparts each of which shall be considered an original. 14. Whole Agreement: This Agreement and the Contract Documents constitute the final and complete agreement of the parties and shall supersede and replace any prior oral or written agreements between Owner and Contractor. Any subsequent modification must be in writing signed by both parties. 15. Governing Law: This Agreement shall be governed and construed under the laws of the State of Minnesota and the parties agree that any actions arising out of or related to this agreement shall be venued in the State of Minnesota, Hennepin County District Court. IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands as of the date set forth above. CITY OF EDEN PRAIRIE By Philip Young, Its Mayor By Scott Neal, Its City Manager CONSULTANT r , -(7,,A.-c,-;72 — By Ed Matthiesen Its Principal Wenck Associates,Inc. Wenck 1800 Pioneer Creek Center -4‘A P.O.Box 249 Maple Plain,MN 55359-0249 (763)479-4200 Fax(763)479-4242 E-mail:wenckmp@wenck.com May 8, 2007 Leslie Stovring-Environmental Coordinator City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 Re: Phase 3 Nondegradation Proposal Dear Ms. Stovring: Wenck Associates, Inc. is very pleased to submit this proposal to develop Phase 3 of the Nondegradation Plan for the City of Eden Prairie to comply with the NPDES Phase II Nondegradation Requirements. Following is a list of tasks we developed to complete the nondegradation assessment and plan required under the new NPDES Phase II permit for the selected MS4s. These tasks will be completed at a cost not to exceed$9,850. Objective The objective of Phase 3 is the development of the Nondegradation Plan based on the results of the work completed in Phases 1 and 2. This Plan will identify specific BMPs to reduce or mitigate the impacts of increased pollutant loads and stormwater runoff volumes generated from land use and land cover change since 1988. The final outcome will be a report with recommended BMPs and BMP summaries for consideration for the City's Stormwater Pollution Prevention Program (SWPPP). Phased Approach Phase I of the Nondegradation Plan included an analysis of land cover and land use for the three periods used in the assessment: 1990 (surrogate for 1988), present, and 2020. This phase also included collection and analysis of existing data and identification of the specific approach to use in assessing the impacts of land use and land cover change. Phase II was the detailed modeling to calculate pollutant loads and water volumes generated by land use and land cover change since 1988. This phase also included a detailed streambank stability assessment for those streams that hadn't already been assessed by the Watershed Districts. SCOPE OF SERVICES: PHASE 3 NONDEGRADATION PLAN TASK 1. IDENTIFY AND SELECT SPECIFIC BMPS Task la. Review City and Watershed District plans and CIPs The City and Watershed Districts already have some BMPs included in their Management Plans, CIPs and SWPPPs. This task will review those plans and any anticipated new activities for BMPs that would address Nondegradation requirements. Those would be considered for incorporation into the Nondegradation Plan. T:\0094\00\Eden Prairie Nondegradation Proposal Phase Bldoc Ms. Leslie Stovring City of Eden Prairie May 8, 2007 Page 2 Task lb. Research potential BMPs We will research, identify, and evaluate potential additional BMPs that would address Nondegradation requirements. Examples include: local and regional infiltration opportunities, reforestation, streambank stabilization, expanded education and outreach, and enhanced regulation. Task lc. Review BMPs with City and watershed district staff We will discuss with City and watershed district staff potential BMPs for addressing Nondegradation requirements and come to an agreement on those that should be further developed for potential inclusion in the City's SWPPP. TASK 2. DEVELOP NONDEGRADATION PLAN AND BMP SUMMARIES Task 2 includes the development of the Nondegradation Plan and BMPs. We anticipate a 4-6 page summary report, figures illustrating the location of specific BMPs, and a series of BMP sheets in the MPCA SWPPP format. We have also included GIS time in this task to provide more detailed identification and mapping of discharges into impaired waters as requested by the MPCA. TASK 3. MEETINGS The review and public input process is crucial to this Phase of the Nondegradation Plan. This task includes preparation for and attendance or presentations at: • Two meetings with staff to discuss approach and gain input and review findings; • A public meeting with the Conservation Commission; • A public hearing, tentatively scheduled for June 26, 2007; • A meeting with the City Council; and • A meeting with the MPCA. SCHEDULE Wenck understands that the City of Eden Prairie is fifth on the list of 30 cities required to develop Nondegradation Plans, and needs to complete the nondegradation assessment and plan by September 1st, 2007. We understand that the public hearing to present the Nondegradation Plan has tentatively been scheduled for June 26, 2007. We can begin immediately and will work closely with City staff to complete a draft Plan for presentation at that hearing. Following that public hearing and other public and agency comment opportunities, we will incorporate necessary changes into the final Nondegradation Plan for City submittal by September 1, 2007. t:\0094\00\eden prairie nondegradation proposal phase iii.doc-maw Ms. Leslie Stovring City of Eden Prairie May 8, 2007 Page 3 COST ESTIMATE Task Hours Cost la 4 I $432 lb 14 $1,808 lc 6 $648 2 43 $4,572 3 20 $2,160 SUBTOTAL $9,620 EXPENSES $230 TOTAL $9,850 Our team is very enthusiastic about continuing to serve the City of Eden Prairie and we trust you will find Wenck Associates to be well qualified and our qualifications responsive to your needs. While we believe the City of Eden Prairie's requirements have been addressed in our proposal, if questions arise, we welcome your calls to Ed Matthiesen at (763)479-4208, or Diane Spector at (763)479-4280, for further information or clarification. Thank you again for the opportunity to submit our proposal and we look forward to working with you. Sincerely, WENCK ASSOCIATES, INC. Diane Spector Ed Matthiesen Project Manager Principal t:\0094\00\eden prairie nondegradation proposal phase iii.doc-maw CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIILK. Office of City Manager, Information Technology/Lisa Wu Declare obsolete computer equipment as surplus Requested Action Move to: Declare obsolete computer equipment as surplus and authorize the City Manager to dispose of property to manage end of life computers, monitors and electronics using Asset Recovery Corporation's services and the State of Minnesota as authorized under City Code Section 2.86, Subd. 3. Synopsis The City has a surplus of end of life computer equipment. The computer equipment is of no use and will be recycled for the cost of$0.15 per pound. All equipment will be disposed of as authorized by City Code Section 2.86, Subd. 3. Attachment List of Surplus Equipment ID Model Service Tag Item Special Note 1 Dimension L800 9WVGH01 Computer 2 Dimension L900 9G60W01 Computer 3 Dimension L800 6Z6MP01 Computer 4 Dimension L800 H27QL01 Computer 5 Dimension L800 FV6MV01 Computer 6 Dimension L800 GXVGH01 Computer 7 Dimension L900 5F60W01 Computer 8 Dimension L800 2S6MP01 Computer 9 Dimension L900 9F60W01 Computer 10 Dimension L800 827MP01 Computer 11 Dimension L900 8G60W01 Computer 12 Dimension L800 937QL01 Computer 13 Dimension L900 5G60W01 Computer 14 Dimension L800 127MP01 Computer 15 Dimension L800 CO7MPO1 Computer 16 Dimension L800 557QL01 Computer 17 Dimension L800 BO7MPO1 Computer 18 Dimension L800 F37QL01 Computer 19 Dimension L800 HZ6QL01 Computer 20 Dimension 2100 H1Z0011 Computer 21 Dimension 2200 43VCM11 Computer 22 Dimension 2100 82Z0011 Computer 23 Dimension 2100 C4FJ011 Computer 24 Dimension 2100 D9FG711 Computer 25 Dimension 2200 26P0G11 Computer 26 Dimension 2200 64VCM11 Computer 27 Dimension 2200 HSPKQ11 Computer 28 Dimension 2100 HQZ0011 Computer 29 Dimension 2100 44FJ011 Computer 30 Dimension 2100 D3FG711 Computer 31 Dimension 2300 JCHMT11 Computer 32 Dimension 2300 6DHMT11 Computer 33 Dimension 2350 35GHC21 Computer 34 Dimension 2350 3GF4T21 Computer 35 Dimension 2200 H3VCM11 Computer 36 Dimension 2300 3DHMT11 Computer 37 Dimension 2350 7GF4T21 Computer 38 emachine T4060 QVG2A 007 00377 Computer 39 HP Vectra VL US82408345 Computer 40 Gateway Profile 3 0024765694 Computer 41 Gateway Profile 3 0023915690 Computer 42 pc express 51-100099-00 Laptop 43 Field Works FW 5366P 8656245 Laptop 44 Dell E770 Monitor 17" 45 Dell E770 Monitor 17" 46 Nobilis Monitor 17" 47 Nobilis Monitor 17" 48 Mitsubishi 1010E Monitor 21" 49 Dell E770 Monitor 17" 50 Dell E770 Monitor 17" 51 Dell E770 Monitor 17" 52 ViewMate Monitor 19" 53 Dell E772 Monitor 17" 54 NEC Monitor 15" 57 Dell P793 Monitor 17" 58 Compaq 7750 Monitor 17" 59 Deskjet 970 Printer 60 Deskjet 1220 Printer 61 Canon i70 Printer 62 Scanjet 5470 Scanner 63 Deskjet 5650 Printer 64 Photosmart 7660 Printer 65 Digital Research CDRW External 66 Deskjet 6122 Printer 67 Gateway 300s Computer 68 Intel 510T Switch 69 Ether E16 Hub 70 Nobilis Speakers 71 Entuitive ELO Monitor 19" 72 Canon i350 Printer 73 Viewsonic G790 Monitor 19" 74 BackUPS 650 UPS 75 Laserjet 4 Plus Printer 76 Deskjet 695 Printer 77 PS/2 Keyboards Keyboard about 60, in boxes 78 PS/2 Mice Mouse about 60, in boxes 79 Power Cords Power Cord about 100, in boxes 80 Dell E772 Monitor 17" not on crate 81 Dell E772 Monitor 17" not on crate 82 Dimension 2200 56P0G11 Computer not on crate 83 Mitsubishi DS 90E Monitor 19" not on crate 84 Dimension 2100 HZ7F711 Computer to be scrubbed 85 Dimension L800 217QL01 Computer to be scrubbed 86 Dimension 2350 5NCJ621 Computer to be scrubbed 87 HP Vectra VL US81800695 Computer to be scrubbed 88 Compaq Armada 6500 Laptop to be scrubbed 89 NEC VERSA 2650CDT Laptop to be scrubbed 90 CTX EzBook 700E Laptop to be scrubbed 91 Inspiron 5000 Laptop to be scrubbed 92 Inspiron 8100 Laptop to be scrubbed CITY COUNCIL AGENDA DATE: SECTION: Consent May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO. VIII.L. Community Development: Amendment for a 60-day extension to Purchase Janet Jeremiah/David Lindahl Agreement- Lot 1 Block 1 and Outlot C - Columbine Addition (Presbyterian Homes). Requested Action: Move to: • Authorize the Mayor and City Manager to execute an addendum to the purchase agreement for the sale of a 4.8 acre site owned by the City and legally described as Lot 1, Block 1, and Outlot C - Columbine Addition, Hennepin County, Minnesota. Synopsis: On January 16, 2007, the City Council approved a purchase agreement for the sale of the Lot 1 Block 1 and Outlot C—Columbine Addition to Presbyterian Homes. Due to the size and complexity of the Presbyterian Homes proposed redevelopment plan, they have asked for a sixty-day extension to complete the City entitlement process. Staff supports granting the extension. The sale is now expected to close sometime in September 2007. Background: The 4.8 acres City parcel is residual road right of way from the Columbine Road project and was placed on the market shortly after the MCA Study was adopted and Columbine plat was approved in December of 2005. Staff began marketing the property early last year and by May 2006 had received purchase offers from three developers including Presbyterian Homes. The other two proposals were for mid-rise condominium developments. The Presbyterian Homes proposal was selected because it had the fewest contingencies, appeared to be the most feasible from a market and planning stand point, and created an exciting new vision for the complete redevelopment of the 17+ acre area for a commercial and residential mixed-use project. Also, Presbyterian Homes is one of the largest not for profit senior housing providers in the country and has a good reputation as quality housing developer. Attachment: Amendment FIRST AMENDMENT TO PURCHASE AGREEMENT This First Amendment to Purchase Agreement is entered into this 15th day of May, 2007 (hereinafter "First Amendment") between the City of Eden Prairie, a Minnesota municipal corporation (referred to herein as "Seller"), and Presbyterian Homes Housing & Assisted Living, Inc., a Minnesota non-profit corporation, or assigns (referred to herein as "Buyer"). Seller and Buyer respectively shall be referred to herein, individually as "Seller" and"Buyer", or as "Party" and collectively as "Parties." WHEREAS, the Parties executed a Purchase Agreement in January, 2007 (hereinafter "Purchase Agreement") for the sale of property described as Lot 1, Block 1, Columbine Addition and Outlot C, Columbine Addition, Hennepin County, Minnesota; and WHEREAS, the Parties desire to define the Effective Date of the Purchase Agreement; and WHEREAS, the plat is recorded as "Columbine Road Addition" (Torrens Document No. 4337672); and WHEREAS, the Parties desire to amend the Purchase Agreement to correct the plat name described in the legal description; and WHEREAS, the Parties desire to amend Section 4.9 of the Purchase Agreement to extend the Inspection Period; and WHEREAS, the Parties desire to amend Section 6 of the Purchase Agreement to extend the Closing Date. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. The Effective Date of the Purchase Agreement is January 16, 2007. 2. The legal description described in the Purchase Agreement is deleted and replaced with the following: Lot 1, Block 1, Columbine Road Addition and Outlot C, Columbine Road Addition, Hennepin County, Minnesota. 3. In Section 4.9, one hundred and eighty (180) days is changed to two hundred and forty (240) days. 4. Section 6 of the Purchase Agreement is deleted and replaced with the following: The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur on the date which is ten (10) days after the earlier of the satisfaction of the last of all contingencies set forth in Section 4 of the date when Buyer shall give notice to Seller that the contingencies which are to have been satisfied have been waived or satisfied, (the "Closing Date"), but in no event shall the Closing Date be later than November 13, 2007. The Closing shall take place at 10:00 a.m. local time at the offices of Seller, or at such other place as may be agreed to. Seller agrees to deliver possession of the Real Property to Buyer as of the Closing. 4. Except as amended hereby the Purchase Agreement shall remain in full force and effect. IN AGREEMENT, the Seller and Buyer have executed this First Amendment to Purchase Agreement as of the date written above. [SIGNATURES ON FOLLOWING PAGE] SELLER: BUYER: CITY OF EDEN PRAIRIE PRESBYTERIAN HOMES HOUSING AND ASSISTED LIVING,INC. By By Phil Young Mark T. Meyer Its Mayor Its Chief Financial Officer By Scott Neal Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) This instrument was acknowledged before me on , 2007, by Phil Young as Mayor of The City of Eden Prairie and Scott Neal as City Manager of the City of Eden Prairie, a Minnesota municipal corporation. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) This instrument was acknowledged before me on , 2007, by Mark T. Meyer as Chief Financial Officer of Presbyterian Homes Housing & Assisted Living, Inc., a Minnesota non- profit corporation. Notary Public P:\Home\EP\Community Dev\Presbyterian Homes\FIRST AMENDMENT TO PURCHASE AGREEMENT 2007 05 08.doc CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.M. Sue Kotchevar, Office of the Adopt City's Finance and Budget Policies City Manager/Finance Requested Action Move to: Adopt City's Finance and Budget Policies Synopsis The City's Finance and Budget Policies are updated every two years as part of the budget process. Attachments Policies Financial Policies Introduction The City of Eden-Prairie has an important responsibility to its citizens to manage its resources responsibly and adopting financial policies is an important first step to ensure that resources are managed responsibly. The policies provide the framework for the overall fiscal management of the City and guide the decision-making processes. The policies operate independently of changing circumstances and conditions. The objectives of the policies include: • Providing sound principles to guide the decisions of the City Council and management. • Protecting the City Council's policy-making ability by ensuring that important policy decisions are not controlled by financial problems or emergencies. • Protecting and enhancing the City's credit rating and prevent default on any municipal obligations. All actions of the City should be consistent with these policies. The policies are presented in the following categories: financial management,revenue and expenditure,debt,accounting,auditing,and financial reporting,capital improvement,fund balance, and investment. Financial Management Policies • The City will develop two-year budgets. In the second year of the two year budget process,the previously developed budget for the following year will be fine tuned as necessary. Each year the City will certify only the following year's budget and levy to Hennepin County. • The City will adopt a balanced budget with current revenues equal to or greater than current expenditures. It is not the City's policy to finance ongoing operations with one-time revenues. One-time revenues will be used for one-time expenditures. * The City,through its capital and operating budgets,will provide for the adequate maintenance,replacement and improvement of the City's physical assets in order to protect the City's capital investment and to minimize future maintenance and replacement costs. • The City will maintain a budgetary control system to ensure adherence to the budget and will prepare quarterly reports comparing actual revenues and expenditures to • budgeted amounts. Financial Policies • The City will attempt at all times to maintain the Distinguished Budget Presentation Award of the Government Finance Officers Association. • The City will review and update the financial policies at the beginning of each two year budget cycle. Revenue and Expenditure Policies • The City will provide long-term financial stability through sound short and long term financial planning. • The City will estimate its annual revenues and expenditures in a conservative manner so as to reduce exposure to unforeseen circumstances. • The City will project revenues and expenditures for the next five years and will update this projection each budget process. • The City will review fees and charges annually to ensure that reasonable rates are set and at a minimum are adjusted for inflation. • The City will project its annual revenues by an objective and thorough analytical process. • The City,recognizing the potential cash flow problems associated with property tax collections,will budget 98%of the amount levied for tax revenue. Debt Policies • The City will confine long-term borrowing to capital improvements or projects that cannot be financed from current revenues. Where the issuance of long-term debt is required,it will pay back the bonds within a period not to exceed the expected useful life of the project. • The City will attempt at all times to adopt plans and undertake actions in a manner that allows maintenance of the highest possible bond rating. • The City will follow a policy of full disclosure in every financial report and bond prospectus. The City will maintain a sound relationship with all bond rating agencies and will keep them informed regarding material changes in financial condition and developing events,which may influence current or future ratings. • Financial Policies Accounting,Auditing and Financial Reporting Policies • The City will establish and maintain the highest standard of accounting practices,in conformity with Generally Accepted Accounting Principles (GAAP) and with recommended best practices as promulgated by the Government Finance Officers Association (GFOA). • The City shall prepare Quarterly Financial Reports and a Comprehensive Annual Financial Report(CAFR)for the purposes of providing finances to interested parties and the public at large. • The City will contract with an independent audit firm to perform an annual audit of the financial statement of the City. • The City will attempt at all times to maintain•the Certificate of Excellence in Financial Reporting of the Government Finance Officers Association. Capital Improvement Policies • The City will support a scheduled level of maintenance and replacement of its assets. • The City will maintain a five year Capital Improvement Plan for all projects over $25,00o and will update the plan every two years. • Liquor profits are a dedicated funding source of the Capital Improvement Plan. • Financial Policies Fund Balance Policy-General Fund Unreserved Fund Balance—Designated for Working Capital Policy The City's unreserved fund balance — designated for working capital as of the end of the year should equal 50% of the next year's budgeted tax revenue. Any amount in excess of 5o%will be transferred to the budget stabilization fund. If the balance falls below 50%,a plan will be developed and implemented to replenish the funds.A balance equal to 50%of the next year's budgeted tax revenue is needed to fund the following year's operations until the tax settlement is received at the end of June. Unreserved Fund Balance—Budget Stabilization Fund In recognition that the designated for working capital only covers operating costs for the first six months of the years, the City wants to maintain additional resources on hand to provide for contingencies. Therefore, at the end of each year, the City will maintain a Budget Stabilization Fund of 15%of the next year's budget.If the balance falls below 15%,a plan would be developed and implemented to replenish the fund. As part of the year-end financial procedures, staff will review with the Council any amounts above 15% and recommend proposed uses of the funds. Proposed uses may include transfer to the capital improvement fund or other funds, use for one-time projects to minimize the issuance of debt, or any other City purpose. Fund balance may be used for various contingencies including the following: • Provide flexibility if state law significantly limits the City's taxing and spending powers. This could include legislation regarding levy limits, property tax freezes, levy referendum requirements, etc. • Provide flexibility if the State eliminates or reduces State revenue including fire pension aid,police pension aid,state street aid, or PERA aid. • Provide some protection for future funding needs of the capital improvement plan including possible liquor operations legislation. • Support the City's bond rating. • Cover expenses created by natural disaster,including flood,fire, or tornado;provided that if federal or state funds are received to offset these expenditures, the budget • stabilization fund will be reimbursed. • Cover a General Fund deficit when actual revenues are less than expenditures and to allow for a reasonable degree of error in budget forecasting. • Protect against other unforeseen expenditures and any other items. This policy protects the City in the event of temporary revenue shortfalls or unpredicted Financial Policies expenditures and provides time to react to permanent changes in the City's operating environment. Staff will seek council approval prior to use of the budget stabilization fund. Financial Policies Investment Policy I. Policy Except for cash in certain restricted and special funds, the City of Eden Prairie will consolidate cash balances from all funds and invest in a manner that will provide the highest investment return with minimum risk while meeting the daily cash flow demands and conforming to all federal,state and local regulations governing the investment of public funds. Investment income will be allocated to the various funds based on their respective participation and according to generally accepted accounting principles. IL General Objectives The primary objectives,in order of priority,of investment activities are safety,liquidity,and yield: Safety - Safety of principal is the foremost objective of the investment program. Investments will be undertaken in a way that seeks to ensure the preservation of capital in the overall poi Iloilo. Liquidity-The investment portfolio will remain sufficiently liquid to meet all operating requirements that we may reasonably anticipate. This is accomplished by structuring the portfolio so that securities mature concurrent with cash needs. Yield-The investment portfolio will be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles. Return on investment is of secondary importance compared with the safety and liquidity objectives described above. III. Standards of Care Prudence - The standard of prudence to be used by investment officials will be the "prudent person"standard and will be applied while conducting investment transactions: "Investments shall be made with judgment and care,under circumstances then prevailing, which persons of prudence,discretion and intelligence exercise in the management of their own affairs,not for speculation,but for investment,considering the probable safety of their capital as well as the probable income to be derived." Ethics and Conflicts of Interest- Officers and employees involved in the investment process will refrain from personal business activity that could conflict with the proper execution and management of the investment program.Employees and investment officials will disclose any material interests in financial institutions with which they conduct business.They will further disclose any personal financial/investment positions that could Financial Policies be related to the performance of the investment portfolio. Employees and officers will refrain from undertaking personal investment transactions with the same individual with whom business is conducted for the City. Delegation of Authority-Authority to manage the investment program is granted to the Finance Manager and derived from Minnesota StatutesPublic 118A.02, Investment of lic Funds. The Finance Manager shall establish procedures and internal controls for operation of the investment program consistent with this investment policy. Procedures should include references to:safekeeping,investment accounting,repurchase agreements, wire transfer agreements,and collateral/depository agreements. IV. Safekeeping and Custody Authorized Financial Dealers and Institutions - All financial institutions and broker/dealers who want to become qualified for investment transactions must supply the following as appropriate: • Audited financial statements • Proof of National Association of Securities Dealers (NASD) certification • Proof of state registration • Completed broker/dealer certification • Depository contracts The purchase of all investments must be from institutional brokers. Internal Controls-The Finance Manager is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the City are protected from loss, theft or misuse. The internal control structure will be designed to provide reasonable assurance that these objectives are met.The concept of reasonable assurance recognizes that(1)the cost of a control should not exceed the benefits likely to be derived and (2) the valuation of costs and benefits require estimates and judgments by management. V. Suitable and Authorized Investments Investment Types — All investments made by the City will be in accordance with Minnesota Statutes.Authorized investments include but are not limited to: • Governmental bonds, notes, bills, mortgages (excluding high-risk mortgage-backed securities), and other securities, which are direct obligations or are guaranteed or insured issues of the United States, its agencies,its instrumentalities,or organizations createdby an act of Congress. • General obligation of any state or local government with taxing powers which is rated"A"or better by a national bond rating service. Financial Policies • Revenue obligation of any state or local government with taxing powers which is rated"AA"or better by a national bond rating service. • General obligation of the Minnesota housing finance agency which is a moral obligation of the state of Minnesota and is rated"A" or better by a national bond rating agency. • Commercial paper issued by United States corporations or their Canadian subsidiaries that is rated in the highest quality category by at least two nationally recognized rating agencies and matures in 27o days or less. • Time deposits that are fully insured by the Federal Deposit Insurance Corporation or bankers acceptances of United States banks. Collateralization-To the extent that funds deposited are in excess of available federal deposit insurance, the government entity,will require the financial institution to furnish collateral security or a corporate surety bond executed by a company•authorized to do business in the state. The following are the allowable forms of collateral in lieu of a corporate surety bond: • U.S. government treasury bills,treasury notes,treasury bonds. • Issues of U.S. government agencies and instrumentalities as quoted by a recognized industry quotation service available to the government entity. • General obligation securities of any state or local government with taxing powers which is rated "A" or better by a national bond rating service, or revenue obligation securities of any state or local government with taxing powers which is rated"AA"or better by a national bond rating service. • Irrevocable standby letters of credit issued by Federal Home Loan Banks to a municipality accompanied by written evidence that the bank's public debt is rated"AA"or better by Moody's Investors Service,Inc,or Standard&Poor's Corporation. • Time deposits that are fully insured by the Federal Deposit Insurance Corporation. The amount of the collateral computed at its market value will be at least ten(i.o) percent more than the amount on deposit plus accrued interest at the close of the business day. Repurchase Agreements-Repurchase agreements consisting of collateral allowable as an investment may be entered into with any of the following entities: • A financial institution qualified as a "depository" of public funds of the government entity. • Any other financial institution which is a member of the Federal Reserve System and whose combined capital and surplus equals or exceeds Financial Policies $10,000,000. • A primary reporting dealer in United States government securities to the Federal Reserve Bank of New York. • A securities broker-dealer licensed pursuant to Minnesota Statutes SoA,or an affiliate of it, regulated by the Securities and Exchange Commission and maintaining a combined capital and surplus of $40,000,000 or more, exclusive of subordinated debt. VI. Investment Parameters Diversification-The invest i nents will be diversified by: • Limiting investments to avoid over concentration in securities from a specific issuer or business sector(excluding U.S.Treasury securities). • Investing in securities with varying maturities. • Investing a portion of the portfolio in readily available funds to ensure that appropriate liquidity is maintained in order to meet ongoing obligations. Maximum Maturities-The City will attempt to match its investments with anticipated cash flow requirements. Unless matched to a specific cash flow, the City will not directly invest in securities maturing more than five (5) years from the date of purchase. Reserve funds and other funds with longer-term investment horizons may be invested in securities exceeding five(5)years if the maturities of such investments are made to coincide as nearly as practicable with the expected use of funds. The intent to invest in securities with longer maturities will be disclosed to the City Council. VII. Reporting Methods-The Finance Manager will prepare an investment report annually,including a summary that provides an analysis of the current investment portfolio.The summary will include the percentage of investments held in each investment type, information on investment income and yield,and the maturities of the portfolio. A detailed report will be provided and will include the following: • A listing of individual securities held. • The yield to maturity of each investment. • The book value and the market value of each investment. • The maturity date of each investment. Performance Standards-The invest n ent portfolio will be managed in accordance with the parameters specified within this policy.The portfolio should obtain a market average rate of return during a market/economic environment of stable interest rates. CITY COUNCIL AGENDA DATE: May 15, 2007 SECTION: Consent Calendar DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.N. Sue Kotchevar, Office of the Resolution Authorizing the Execution City Manager/Finance and Delivery of a Lease Purchase Agreement with the HRA for the Third Sheet of Ice Requested Action Move to: Adopt Resolution Authorizing the Execution and Delivery of a Lease Purchase Agreement with the HRA for the Third Sheet of Ice Synopsis The lease agreement is needed for the City to lease and operate the third sheet of ice. Attachments Resolution Lease Agreement CERTIFICATION OF MINUTES Municipality: City of Eden Prairie, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting held on Tuesday, May 15, 2007, at 7:00 p.m. at the City Hall in Eden Prairie, Minnesota. Councilmembers present: Councilmembers absent: Documents Attached: Minutes of said meeting (pages): through including: RESOLUTION NO. RESOLUTION RELATING TO PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2007A OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA; AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE-PURCHASE AGREEMENT I, the undersigned, being the duly qualified and acting recording officer of the municipal corporation considering the actions referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of the corporation in my legal custody, from which they have been transcribed; that the documents are a correct and complete transcript of the minutes of a meeting of the governing body of the corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at the meeting, insofar as they relate to the actions; that the meeting was duly held by the governing body at the time and place and was attended throughout by the members indicated above,pursuant to call and notice of such meeting given as required by law and that the above-described Resolution has not been amended or repealed as of the date hereof. WITNESS my hand officially as such recording officer this 15th day of May, 2007. Kathleen Porta, City Clerk After some discussion, Councilmember introduced the following resolution and moved its adoption: RESOLUTION NO. RESOLUTION RELATING TO PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2007A OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA; AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE-PURCHASE AGREEMENT WHEREAS, the City of Eden Prairie, Minnesota (the "City") has previously held a duly noticed public hearing on the proposed issuance by the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota(the "Authority") of certain Public Facility Lease Revenue Bonds, Series 2007A (the "Bonds") in order to finance certain improvements to the Eden Prairie Community Center, including the acquisition and construction of a third sheet of ice (the "Project"); and WHEREAS, the City, by resolution adopted April 17, 2007, gave approval to the issuance of the Bonds and the carrying out of the Project solely for purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended; and WHEREAS, the Bonds are proposed to be issued pursuant to a Trust Indenture dated as of June 1, 2007 (the "Indenture"),between the Authority and Wells Fargo Bank,National Association, as trustee (the "Trustee"); and WHEREAS, the Bonds issued under the Indenture will be secured by a pledge and assignment of the Lease-Purchase Agreement, dated as of June 1, 2007 (the "Lease")between the Authority and the City, and of the revenues derived by the Authority from the Project, and the bonds and the interest thereon shall be payable solely from the revenues pledged thereto and no bonds shall constitute a debt of the Authority within the meaning of any constitutional or statutory limitation nor shall the full faith, credit and taxing powers of the Authority be pledged thereto; and WHEREAS, the City proposes to grant a Warranty Deed to a portion of the Community Center, including the real property underlying the Project to be constructed, to the Authority(the "Deed"); WHEREAS, the Authority has offered the Series 2007A Bonds for sale by means of an Official Statement dated May_, 2007 (together with an Addendum thereto to be prepared and distributed prior to delivery of the Bonds, the "Official Statement"); and WHEREAS, a form of the Official Statement has been presented to this Council and is hereby ordered to be placed on file in the office of the City Finance Director. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota, as follows: 1. Approval and Execution of Lease and Warranty Deed. The Lease and Deed, substantially in the forms presented to this Council, are hereby approved. The Mayor and the City Manager(or, in the event of their absence or disability, the acting Mayor or the acting City Manager, respectively) are hereby authorized and directed to execute and deliver, as applicable, the Lease and the Deed in the name of and on behalf of the City. All of the provisions of the Lease, when executed and delivered as authorized herein, shall be deemed to be part of this resolution as fully and to the same extent as if incorporated herein. The Lease shall be substantially in the form now on file in the office of the City finance director, with such necessary and appropriate variations, omissions and insertions as the City Attorney shall determine to be necessary or appropriate, and the execution thereof by the City Attorney shall be conclusive evidence of such determination. 2. Approval of Official Statement. The Official Statement is approved and it is hereby determined that the information contained therein regarding the City is accurate and complete. The officers of the City are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement insofar as it describes the Lease. 3. Execution of Other Documents. Officers of the City are hereby authorized and directed to execute such other certificates and documents as may be necessary and appropriate to effectuate the transactions contemplated by the Lease and the Official Statement. 4. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit the original purchaser and other participating underwriters in the primary offering of the Bonds to comply with amendments to Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the "Rule"), which will enhance the marketability of the Bonds, the City hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the outstanding Bonds. The City is the only obligated person in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. The City has complied in all material respects with any undertaking previously entered into by it under the Rule. If the City fails to comply with any provisions of this section, any person aggrieved thereby, including the Owners of any outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this section, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this section constitute a default under the Bonds or under any other provision of this resolution. As used in this section, Owner or Bondowner means, in respect of a Bond, the registered owner or owners thereof appearing in -2- the bond register maintained by the Trustee or any Beneficial Owner(as hereinafter defined) thereof, if such Beneficial Owner provides to the Trustee evidence of such beneficial ownership in form and substance reasonably satisfactory to the Trustee. As used herein, Beneficial Owner means, in respect of a Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or(b) is treated as the owner of the Bond for federal income tax purposes. (b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the City, the following information at the following times: (1) On or before 365 days after the end of each fiscal year of the City, commencing with the fiscal year ending December 31, 2006, the following financial information and operating data in respect of the City(the Disclosure Information): (A) the audited financial statements of the City for such fiscal year, containing balance sheets as of the end of such fiscal year and a statement of operations, changes in fund balances and cash flows for the fiscal year then ended, showing in comparative form such figures for the preceding fiscal year of the City, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the City, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the City; and (B)to the extent not included in the financial statements referred to in paragraph (A)hereof, the information for such fiscal year or for the period most recently available of the type contained in the Official Statement under headings: City Property Values; City Indebtedness; and City Tax Rates, Levies and Collections. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the City shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the City shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements,which have been submitted to each of the repositories hereinafter referred to under subsection (c) or the SEC. If the document incorporated by reference is a final official statement, it must be available from the -3- Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the City have materially changed or been discontinued, such Disclosure Information need no longer be provided if the City includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other City operations in respect of which data is not included in the Disclosure Information and the City determines that certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph(2) hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. If the Disclosure Information is changed or this section is amended as permitted by this paragraph(b)(1) or subsection(d), then the City shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) In a timely manner, notice of the occurrence of any of the following events which is a Material Fact(as hereinafter defined): (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the security; (G) Modifications to rights of security holders; (H) Bond calls; (I) Defeasances; (J) Release, substitution, or sale of property securing repayment of the securities; and (K) Rating changes. As used herein, a Material Fact is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed,would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, a Material Fact is also an event that would be deemed material for purposes of the purchase, holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. (3) In a timely manner, notice of the occurrence of any of the following events or conditions: -4- (A) the failure of the City to provide the Disclosure Information required under paragraph(b)(1) at the time specified thereunder; (B) the amendment or supplementing of this section pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the City under subsection(d)(2); (C) the termination of the obligations of the City under this section pursuant to subsection(d); (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the City. (c) Manner of Disclosure. The City agrees to make available the information described in subsection(b) to the following entities by telecopy, overnight delivery, mail or other means, as appropriate: (1) the information described in paragraph (1) of subsection(b), to each then nationally recognized municipal securities information repository under the Rule and to any state information depository then designated or operated by the State of Minnesota as contemplated by the Rule (the State Depository), if any; (2) the information described in paragraphs (2) and(3) of subsection (b), to the Municipal Securities Rulemaking Board and to the State Depository, if any; and (3) the information described in subsection (b), to any rating agency then maintaining a rating of the Bonds at the request of the City and, at the expense of such Bondowner, to any Bondowner who requests in writing such information, at the time of transmission under paragraphs (1) or(2) of this subsection(c), as the case may be, or, if such information is transmitted with a subsequent time of release, at the time such information is to be released. (d) Term; Amendments; Interpretation. (1) The covenants of the City in this section shall remain in effect so long as any Bonds are outstanding. Notwithstanding the preceding sentence, however, the obligations of the City under this section shall terminate and be without further effect as of any date on which the City delivers to the Trustee an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings,the failure of the City to comply with the requirements of this section will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) This section(and the form and requirements of the Disclosure Information) may be amended or supplemented by the City from time to time, without notice to -5- (except as provided in paragraph (c)(3) hereof) or the consent of the Owners of any Bonds,by a resolution of this Council filed in the office of the recording officer of the City accompanied by an opinion of Bond Counsel, who may rely on certificates of the City and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement(a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the City or the type of operations conducted by the City, or(b) is required by, or better complies with, the provisions of paragraph(b)(5) of the Rule; (ii) this section as so amended or supplemented would have complied with the requirements of paragraph(b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and(iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule. If the Disclosure Information is so amended, the City agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) This section is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. Adopted this 15th day of May, 2007. Mayor Attest: City Manager (SEAL) -6- The motion for the adoption of the foregoing resolution was duly seconded by Councilmember and, upon vote being taken thereon, the following Councilmembers voted in favor thereof: and the following members voted against the same: whereupon the resolution was declared duly passed and adopted. -7- Draft 5/7/07 LEASE-PURCHASE AGREEMENT between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE As Lessor and CITY OF EDEN PRAIRIE, MINNESOTA As Lessee Dated as of June 1, 2007 This instrument drafted by: Dorsey&Whitney LLP Suite 1500 50 South Sixth Street Minneapolis, Minnesota 55402 THIS LEASE-PURCHASE AGREEMENT, dated as of June 1, 2007 (this Lease), by and between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA, as lessor(the Authority),whose address is 8080 Mitchell Road, Minnesota 55344 and CITY OF EDEN PRAIRIE, MINNESOTA, as lessee (the City),whose address is 8080 Mitchell Road, Minnesota 55344; WITNES SETH: WHEREAS, the Authority is authorized by Minnesota Statutes, Section 469.012, subdivision 1(7), within its area of operation and without the adoption of an urban renewal plan, to acquire real property, and to demolish, remove, rehabilitate or reconstruct the buildings and improvements or construct new buildings or improvements thereon; and WHEREAS, the Authority is authorized by Minnesota Statutes, Section 469.012, Subdivision 1(21), to sell or lease any of its real or personal property or interests therein; and WHEREAS, as authorized by Minnesota Statutes, Sections 469.034 and 469.035 and Chapter 475 (the Act), the Authority intends to issue its Public Facility Lease Revenue Bonds, Series 2007A(the Bonds)to finance the construction of improvements to the Eden Prairie Community Center, including the acquisition and construction of a third sheet of ice (the Project) located on land in the City described on Exhibit A attached hereto and to pay certain costs of the issuance of the Bonds; and WHEREAS, the Authority has agreed to lease the Project to the City, pursuant to the terms and conditions of this Lease; WHEREAS, as recited in the bond resolution of the Authority adopted May 15, 2007, the Authority has all necessary power to enter into this Lease of the Project with the Authority; NOW, THEREFORE, in the joint and mutual exercise of their powers, and in consideration of the mutual covenants herein contained, the parties hereto recite and agree as follows: ARTICLE I DEFINITIONS AND EXHIBITS Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease, have the meanings herein specified. Authority Representative: The Chairperson of the Authority or the Executive Director or any other person authorized to act on behalf of the Authority under or with respect to this Lease, as evidenced by a certificate conferring such authority executed by the Chairperson, given to Trustee and the City. Bond Fund: The fund so designated and established by the Trustee pursuant to the Trust Indenture. Bonds: The $1,660,000 Public Facility Lease Revenue Bonds, Series 2007A, to be issued by the Authority pursuant to the Trust Indenture. City Representative: The Mayor or the City Manager, or any person authorized by law to act on behalf of the City under or with respect to this Lease, as evidenced by a certificate conferring such authority executed by the Mayor and given to the Trustee and the Authority. Code: The Internal Revenue Code of 1986, as now or hereafter amended, and the regulations and revenue rulings and procedures issued pursuant thereto from time to time. Fiscal Year: Each twelve-month fiscal period of the City commencing on January 1 of any year and ending on December 31 of said year. Independent Counsel: An attorney duly admitted to the practice of law before the highest court of the State of Minnesota who is not a full-time employee of the Authority, the City or an assignee thereof. Interest: The portion of each Lease-Purchase Payment designated as interest in the attached Exhibit C. Land: The real estate described on Exhibit A hereto, upon which the Project is located. Lease: This Lease-Purchase Agreement, and any duly authorized and executed amendment hereto. Lease-Purchase Payment: Any payment due from the City to the Authority under Section 6.1 of this Lease. Net Proceeds: Any insurance proceeds or condemnation award paid with respect to the Project, remaining after payment therefrom of all expenses incurred in the collection thereof. 2 Payment Date: The date upon which any Lease-Purchase Payment is due and payable as provided in the attached Exhibit C. Permitted Encumbrances: As of any particular time: (i) liens for taxes and assessments not then delinquent, or which the City may, pursuant to provisions of Article VII hereof;permit to remain unpaid, (ii)this Lease and the Trust Indenture, (iii) any mechanic's, laborer's, materialmen's, supplier's or vendor's lien or right not filed or perfected in the manner prescribed by law, (iv) such minor defects, irregularities, encumbrances, easements, rights-of way and clouds on title as normally exist with respect to properties similar in character to the Land and do not, in the opinion of Independent Counsel, materially impair the property affected thereby for the purpose for which it was intended; (v) easements, restrictions or encumbrances, if any, shown on Exhibit A hereto; and(vi) the Third Ice Rink Rental Agreement between the City and the Eden Prairie Hockey Association dated , 2007. Principal: The portion of each Lease-Purchase Payment designated as principal in the attached Exhibit C. Project: The facilities described in greater detail in Exhibit B hereto. Purchase Price: As of any date the Bonds are to be redeemed in whole, the aggregate unpaid Principal,plus Interest accrued and due on said date. State: The State of Minnesota. State and Federal Law or Laws: The Constitution and laws of the State, and any ordinance, rule or regulation of any agency or political subdivision of the State; and any law of the United States, and any rule or regulation of any federal agency. Term of the Lease or Lease Term: The period during which this Lease remains in effect as specified in Sections 5.2 and 5.3. Trustee: Wells Fargo Bank,National Association, of Minneapolis, Minnesota, acting pursuant to the Trust Indenture. Trust Indenture: The Trust Indenture dated as of the date hereof, between the Authority and the Trustee, and any duly authorized and executed amendment thereto. Section 1.2. Exhibits. The following Exhibits are attached to and by reference made a part of this Lease: Exhibit A: A legal description of the Land on which the Project is located. Exhibit B. A description of the Project. Exhibit C: The schedule of Lease-Purchase Payments to be paid by the City to the Authority, showing the date and amount of each Lease-Purchase Payment. 3 ARTICLE II REPRESENTATIONS AND COVENANTS OF CITY AND AUTHORITY Section 2.1. Representations and Covenants of the City. The City represents and covenants as follows: (a) The Constitution and the laws of the State authorize the City to acquire, construct, operate and maintain the Project, to enter into this Lease and the transactions contemplated hereby, and to carry out its obligations under this Lease. (b) The officers of the City executing this Lease are duly authorized to execute and deliver this Lease under the Constitution and laws of the State. (c) The City has complied and will comply with all open meeting laws, all public bidding laws and all other State and Federal Laws applicable to this Lease. (d) During the Term of the Lease, the City will not take or permit any of its officers to take any action with respect to the Lease or the Project which would cause interest on the Bonds to become includable in gross income of the recipient for federal income tax purposes under the Code, and will take all actions necessary to ensure that interest on the Bonds remains excludable from gross income of the recipient under the Code, insofar as it has the power and authority to take such actions. Specifically but without implied limitation, the City will not enter into any lease, use or management agreement, naming rights or other agreement with an entity other than a governmental organization or organization described in Section 501(c)(3) of the Internal Revenue Code that would cause the Bonds to no longer qualify as "qualified 501(c)(3)bonds"under Section 145 of the Code. (e) The execution and delivery of this Lease and the other agreements contemplated hereby to which the City is a party and the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, or constitute on the part of the City a breach of, or a default under, any existing (i) law, or(ii)provisions of any legislative act, constitution or other proceeding establishing or relating to the establishment of the City or its affairs or its resolutions, or(iii) agreement, indenture, mortgage, lease or other instrument to which the City is subject or is a party or by which it is bound. (f) No officer of the City who is authorized to take part in any manner in making this Lease or any contract contemplated hereby has a personal financial interest in or has personally and financially benefited from this Lease or any such contract. (g) There is not pending or threatened any suit, action or proceeding against or affecting the City before or by any court, arbitrator, administrative 4 agency or other governmental authority which materially and adversely affects the validity, as to the City, of this Lease, any of the obligations of the City hereunder or any of the transactions contemplated hereby. Section 2.2. Representations and Covenants of the Authority. The Authority represents and covenants as follows: (a) The Constitution and the laws of the State authorize the Authority to acquire and construct the Project, to enter into this Lease and the transactions contemplated hereby, and to carry out its obligations under this Lease. (b) The officers of the Authority executing this Lease are duly authorized to execute and deliver this Lease under the Constitution and laws of the State. (c) The Authority has complied and will comply with all open meeting laws, all public bidding laws and all other State and Federal Laws applicable to this Lease and the construction and furnishing of the Project. (d) During the Term of the Lease, the Authority will not take or permit any of its officers to take any action with respect to the Lease, the Project which would cause interest on the Bonds to become includable in gross income of the recipient for federal income tax purposes under the Code, and will take all actions necessary to ensure that interest on the Bonds remains not includable in gross income of the recipient under the Code, insofar as it has the power and authority to take such actions. (e) The execution and delivery of this Lease and the other agreements contemplated hereby to which the Authority is a party and the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, or constitute on the part of the Authority a breach of, or a default under, any existing (i) law, or(ii)provisions of any legislative act, constitution or other proceeding establishing or relating to the establishment of the Authority or its affairs or its resolutions, or(iii) agreement, indenture, mortgage, lease or other instrument to which the Authority is subject or is a party or by which it is bound. (f) No officer of the Authority who is authorized to take part in any manner in making this Lease or any contract contemplated hereby has a personal financial interest in or has personally and financially benefited from this Lease or any such contract. (g) There is not pending or threatened any suit, action or proceeding against or affecting the Authority before or by any court, arbitrator, administrative agency or other governmental authority which materially and adversely affects the validity, as to the Authority, of this Lease, any of the obligations of the Authority hereunder or any of the transactions contemplated hereby. 5 ARTICLE III TITLE Section 3.1. Title. During the Term of the Lease, legal title to the Project and any and all repairs, replacements, substitutions and modifications to it shall be in the Authority, subject to the City's interests under this Lease. Section 3.2 Evidence of Title. The Authority shall,upon request of the City, provide to the City a written title opinion or title insurance evidencing that the Authority has good and marketable fee title to the Land subject only to Permitted Encumbrances. ARTICLE IV AGREEMENT TO SELL Section 4.1. Sale. The Authority hereby agrees to sell the Project to the City, and the City hereby agrees to purchase the Project from the Authority,upon the terms and conditions set forth in this Lease. The principal amount of the sale price is $1,660,000, payable with interest in Lease-Purchase Payments as set forth in Section 6.1 hereof. Section 4.2. Possession and Enjoyment. The Authority hereby covenants with respect to the Project to provide the City during the Term of the Lease with quiet use and enjoyment of the Project and the City shall during such Lease Term peaceably and quietly have and hold and enjoy the Project,without suit, trouble or hindrance from the Authority, except as expressly set forth in this Lease. The Authority will, at the request of the City and at the City's cost,join in any legal action in which the City asserts its right to such possession and enjoyment to the extent the Authority may lawfully do so. The Authority shall have the right to enter in and upon the Project as provided in Section 4.3. Section 4.3. Authority Access to Project. The City agrees that the Authority and any Authority Representative shall have the right at all reasonable times to enter upon and to examine and inspect the Project. The City further agrees that the Authority and any Authority Representative shall have such rights of access to the Project as may be reasonably necessary to cause the proper maintenance of the Project in the event of failure by the City to perform its obligations hereunder, or to carry out the Authority's obligations and exercise the Authority's rights under Article XII, or to determine whether the City is in compliance with this Lease. ARTICLE V TERM OF LEASE Section 5.1. Lease. The Authority hereby agrees to lease the Project to the City and the City hereby agrees to lease the Project from the Authority,upon the terms and conditions set forth in this Lease. 6 Section 5.2. Term of Lease. This Lease shall be and remain in effect with respect to the Project for a Lease Term commencing on the date hereof and continuing until January 1, 2028, or until terminated as provided in Section 5.3. Section 5.3. Termination of Lease Term. The Term of the Lease will terminate prior to January 1, 2028 upon the occurrence of the first of the following events: (a) termination of the Lease pursuant to Section 6.4 hereof; (b) defeasance of the Lease pursuant to Section 10.3 hereof; (c) a default by the City and the Authority's election to terminate this Lease pursuant to Article XII; or (d) the payment by the City of the Purchase Price, together with any fees and expenses due the Authority or Trustee hereunder or under the Trust Indenture. Section 5.4. Conveyance. Upon the termination of the Lease as set forth in(b) or (d) above, the Authority shall convey to the City all of its right, title and interest in the Project by quit claim deed and bill of sale. The City shall pay all expenses of preparation of the documents of conveyance and all taxes and charges payable in connection with the conveyance. The City shall take title subject to: (a) those liens and encumbrances, if any, to which the property was subject when conveyed to the Authority; (b) those liens and encumbrances, if any, created, permitted or acquiesced in by the City, or to the creation of which the Authority did not consent; (c) those liens and encumbrances, if any, resulting from the failure of the City to perform or observe any of its agreements in this Lease; (d) Permitted Encumbrances, other than this Lease; and (e) the lien of unpaid installments of special assessments levied against the Project and not yet due and payable. ARTICLE VI LEASE-PURCHASE PAYMENTS; FEES AND EXPENSES Section 6.1. Lease-Purchase Payments. The City shall pay Lease-Purchase Payments with respect to the Project, at the times and in the amounts as set forth in Exhibit C. The Lease-Purchase Payments shall be payable to the Trustee on behalf of the Authority in lawful money of the United States of America. Amounts already on deposit in the Bond Fund as of each Payment Date may be credited against the Lease-Purchase Payment otherwise due on such date. 7 Section 6.2. Lease-Purchase Payments to be Unconditional. Except as provided in Section 6.4, the obligation of the City to make Lease-Purchase Payments due with respect to the Project or any other payments required hereunder shall be absolute and unconditional in all events. Notwithstanding any dispute between the City and the Authority or any other person, the City shall make all Lease-Purchase Payments and other payments required hereunder when due and shall not withhold any Lease-Purchase Payment or other payment pending final resolution of such dispute nor shall the City assert any right of set-off or counterclaim against its obligation to make such Lease-Purchase Payments or other payments required under this Lease. The City's obligation to make Lease-Purchase Payments or other payments during the Lease Term shall not be abated through accident or unforeseen circumstances. Section 6.3. Current Expense. The obligations of the City under this Lease, including its obligation to pay the Lease-Purchase Payments due with respect to the Project in any Fiscal Year for which this Lease is in effect, shall constitute a current expense of the City for such Fiscal Year and shall not constitute an indebtedness of the City within the meaning of the Constitution and laws of the State. Nothing herein shall constitute a pledge by the City of any taxes or other moneys, other than moneys lawfully appropriated from time to time by or for the benefit of the Authority's annual budget and the proceeds or Net Proceeds of the Project and Land, to the payment of any Lease-Purchase Payment or other amount coming due hereunder. Section 6.4. Termination of Lease. The City shall have the right to cancel and terminate this Lease, in whole but not in part, at the end of any Fiscal Year of the City, in the manner and subject to the terms specified in this Section and Section 6.6, if the City's governing body does not appropriate moneys sufficient to pay the Lease-Purchase Payments coming due in the next Fiscal Year. Lack of a sufficient appropriation shall be evidenced by a specific provision in the budget of the City, which prohibits the expenditure of the City funds for this purpose. The City may effect such termination by giving the Authority a written notice of termination and by paying to the Authority any Lease-Purchase Payments which are due and have not been paid at or before the end of its then current Fiscal Year. The City shall endeavor to give notice of termination not less than sixty (60) days prior to the end of such Fiscal Year, and shall notify the Authority of any anticipated termination. In the event of termination of this Lease as provided in this Section, the City shall deliver possession of the Project to the Authority in accordance with Section 12.3, and release its interest in the Project granted under this Lease within ten (10) days after the termination of this Lease. Section 6.5. Intent to Continue Lease-Purchase Payments; Appropriations. The City presently intends to continue this Lease for its entire Term and to pay all Lease-Purchase Payments required hereunder. The City's finance director will include in the budget request for each Fiscal Year the Lease-Purchase Payments to become due in such Fiscal Year, and will use all reasonable and lawful means at his/her disposal to secure the appropriation of money for such Fiscal Year sufficient to pay the Lease-Purchase Payments coming due therein. The City reasonably believes that moneys in an amount sufficient to make all such Lease-Purchase Payments can and will lawfully be appropriated and made available for this purpose. To provide the funds necessary to make the Lease-Purchase Payments, the City agrees, subject to the provisions of Section 6.4, that it will include in each annual budget an appropriation sufficient therefor and will levy general ad valorem taxes in the amount required, together with any other available and appropriated funds, to make the Lease-Purchase Payments. 8 Section 6.6. Effect of Termination. Upon termination of this Lease as provided in Section 6.4, the City shall not be responsible for the payment of any additional Lease- Purchase Payments coming due with respect to succeeding Fiscal Years, but if the City has not delivered possession of the Project to the Authority in accordance with Section 12.3 and conveyed to Lessor or released its interest in the Project granted under this Lease within ten(10) days after the termination of the Lease, the termination shall nevertheless be effective,but the City shall be responsible for the payment of damages in an amount equal to the amount of the Lease-Purchase Payments thereafter coming due under Exhibit C which are attributable to the number of days after such ten (10) day period during which the City fails to take such actions. Section 6.7. Additional Payments. The City shall during the Lease Term, within thirty(30)business days after written notice that such payment is due, also pay the following amounts to the following persons: (a) to the Trustee, all reasonable fees of the Trustee for services rendered under the Trust Indenture, provided that the City may, without creating a default hereunder, contest in good faith the reasonableness of any such fees or expenses other than the Trustee's fees for ordinary services as may be set forth in the Trust Indenture; (b) to Authority, all reasonable expenses incurred by Authority in connection with the transactions contemplated hereby which are not otherwise required to be paid by the City under the terms of this Lease; (c) all costs and expenses specifically required to be paid by the City under the terms of this Lease or the Trust Indenture; and (d) to Authority or the Trustee, as the case may be, the amount of all advances of funds made by either of them under the provisions hereof. (e) all amounts payable pursuant to this Section 6.7 shall be paid by the City within 60 days following mailing of notice of such amount due by the Trustee or the Authority to the City. In the event the City should fail to make any of the payments required by this Section, the item in default shall continue as an obligation of the City until the amount in default shall have been fully paid, and the City will pay the same with interest thereon at the rate of 12% per annum, or, if less, at the maximum rate permitted by law. ARTICLE VII MAINTENANCE; TAXES; INSURANCE; AND OTHER MATTERS Section 7.1. Maintenance and Modification of Project by the City. The City shall, at its own expense, maintain,preserve and keep the Project in good repair, working order and condition, and shall from time to time make all repairs, replacements and improvements necessary to keep the Project in such condition. The Authority shall have no responsibility for any of these repairs, replacements or improvements. In addition, the City shall, at its own 9 expense, have the right to remodel the Project or to make additions, modifications and improvements thereto. All such additions, modifications and improvements shall thereafter comprise part of the Project, shall be the property of the Authority and be subject to the provisions of this Lease. Such additions, modifications and improvements shall neither in any way damage the Project nor cause them to be used for purposes other than those authorized under the provisions of State and Federal Law; and the Project,upon completion of any additions, modifications and improvements made pursuant to this Section, shall be of a value not less than the value of the Project immediately prior to the making of such additions, modifications and improvements. The City will not permit any mechanic's or other lien to be established or remain against the Project for labor or materials furnished in connection with any remodeling, additions, modifications, improvements, repairs, renewals or replacements made by the City pursuant to this Section; provided that if any such lien is established and the City shall first notify the Authority of the City's intention to do so, the City may in good faith contest any lien filed or established against the Project, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom unless the Authority shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such item the interest of the Authority in the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay and cause to be satisfied and discharged all such unpaid items or provide the Authority with full security against any such loss or forfeiture, in form satisfactory to the Authority. The Authority will cooperate fully with the City in any such contest, upon the request and at the expense of the City. Section 7.2. Taxes, Other Governmental Charges and Utility Charges. The City shall also pay when due all gas, water, steam, electricity, heat, power, telephone, and other charges incurred in the operation, maintenance,use, occupancy and upkeep of the Project. The City shall also pay all property and excise taxes and governmental charges of any kind whatsoever which may at any time be lawfully assessed or levied against or with respect to the Project, which become due during the Term of the Lease, and all special assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as are required to be paid during the Term of the Lease as and when the same become due. The City shall not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross receipts,profit, excess profit, capital stock, corporate, or other similar tax payable by the Authority, its successors or assigns, unless such tax is made in lieu of or as a substitute for any real estate or other tax upon the Project. The City may, at the City's expense and in the City's name, in good faith contest any such taxes, assessments,utility and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom unless the Authority shall notify the City that, in the opinion of Independent Counsel, by nonpayment of any such items the interest of the Authority in the Project will be materially endangered or the Project or any part thereof will be subject to loss or forfeiture, in which event the City shall promptly pay such taxes, assessments or charges 10 or provide the Authority with full security against any loss which may result from nonpayment, in form satisfactory to the Authority. Section 7.3. Liability Insurance. The City shall procure and maintain continuously in effect with respect to the Project, insurance against liability for injuries to or death of any person or damage to or loss of property arising out of or in any way relating to the maintenance, use or operation of the Project or any part thereof. The Net Proceeds of all such insurance shall be applied toward extinguishment or satisfaction of the liability with respect to which the insurance proceeds may be paid. As an alternative to the purchase of liability insurance, the City may self-insure against such liabilities in accordance with applicable law. Section 7.4. Indemnity. The City assumes all risks and liabilities, whether or not covered by insurance, for loss or damage to the Project and for injury to or death of any person or damage to any property, whether such injury or death be with respect to agents or employees of the City or of third parties, and whether such property damage be to the City's property or the property of others, which is proximately caused by the negligent conduct of the City, its officers, employees and agents. The City hereby assumes responsibility for and agrees to reimburse the Authority, its officers, agents or employees, for all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorney's fees) of whatsoever kind and nature, imposed on, incurred by or asserted against the Authority, its officers, agents or employees, that in any way relate to or arise out of the acquisition, construction or operation of the Project, the execution and performance of this Lease or the authorization, execution and delivery of the Bonds, to the maximum extent permitted by law, and by assuming the foregoing liability, the City does not waive any protections under Minnesota Statutes, Chapter 466. Section 7.5. Property Insurance. The City shall procure and maintain continuously in effect during the Term of the Lease with respect to the Project, hazard insurance against all risks of physical loss (including, without limitation, fire, extended coverage perils and vandalism and malicious mischief) in an amount equal to the full replacement value of the Project. The Net Proceeds of insurance required by this Section shall be applied as provided in Article VIII. Section 7.6. Worker's Compensation Insurance. If required by State law, the City shall carry worker's compensation insurance covering all its employees on, in, near or about the Project. Section 7.7. Other Insurance and Requirements for All Insurance. All insurance required by Article VII or this Article may be carried under a separate policy or a rider or endorsement; shall be taken out and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State; shall contain a provision that the insurer shall not cancel or revise coverage thereunder without giving written notice to both parties at least 10 days before the cancellation or revision becomes effective; and shall name the City and the Authority as insured parties as their interests may appear. The City shall deposit with the Authority policies evidencing any such insurance procured by it, or a certificate or certificates of the respective insurers stating that such insurance is in full force and effect. Before the expiration of any such policy, the City shall furnish to the 11 Authority evidence that the policy has been renewed or replaced by another policy conforming to the provisions of this Article,unless such insurance is no longer obtainable, in which event the City shall notify the Authority of this fact. If any insurance required by Sections 7.3 or 7.6 hereof is unavailable or the cost of obtaining such insurance is, in the judgment of the governing body of the City, excessive, the City may self-insure for such risks,provided that the City gives prompt written notice of its intent to do so to the Authority. The City shall continue to seek such insurance coverage and if such insurance becomes available at a reasonable cost, the City shall promptly obtain such insurance. Notwithstanding the foregoing, the City shall at all times maintain a policy of general public liability insurance with respect to the Land and the Project naming the Trustee as an insured, in an amount not less than $600,000. Section 7.8. Advances. If the City shall fail to perform any of its obligations under this Lease, the Authority or Trustee may,but shall not be obligated to, take such action as may be necessary to cure such failure, including the advancement of money, and the City shall be obligated to repay all such advances on demand, with interest at the maximum rate permitted by law or 12%, whichever is less, from the date of the advance to the date of repayment. Section 7.9. Liens. The City shall not, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Project, other than the respective rights of the Authority and the City as herein provided and Permitted Encumbrances. Except as expressly provided in this Article, the City shall promptly, at its own expense, take such action as may be necessary duly to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time. The City shall reimburse the Authority for any expense incurred by it in order to discharge or remove any such mortgage,pledge, lien, charge, encumbrance or claim. Section 7.10. Arbitrage Rebate. The City will comply with all provisions of the Rebate Certificate dated as of the date of delivery of the Bonds. If required, the City shall pay the rebate amount calculated from time to time in accordance with the provisions of the Rebate Certificate and shall pay, or reimburse to the Authority and the Trustee, all costs and expenses incurred by the Authority and the Trustee, as the case may be, in making such calculations and otherwise carrying out the provisions of the Rebate Certificate. ARTICLE VIII DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS Section 8.1. Damage, Destruction and Condemnation. If(i) the Project or any portion thereof is destroyed or is damaged by fire or other casualty or(ii) title to or the temporary use of the Project or any part thereof, or the interest of the City or the Authority in the Project or Land or any part thereof, shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, the City shall have the rights specified in this Section with respect to the Net Proceeds of any insurance or condemnation award. The City shall either apply such Net Proceeds to the prompt repair, restoration, modification or improvement of the Project and shall be obligated to continue to pay the Lease-Purchase Payments, or the City shall pay the entire Purchase Price of 12 the Project in accordance with Section 10.1, or defease this Lease pursuant to Section 10.3 hereof, in which event the Net Proceeds may be used for such purpose. Section 8.2. Insufficiency of Net Proceeds. If the City elects to repair and restore the Project and the Net Proceeds are insufficient to pay in full the cost of any repair and restoration, the City shall complete the work and pay any cost in excess of the amount of the Net Proceeds, and the City agrees that if by reason of any such insufficiency of the Net Proceeds, the City shall make any payments pursuant to the provisions of this Section 8.2, the City shall not be entitled to any reimbursement therefor from the Authority, nor shall the City be entitled to any diminution of the Lease-Purchase Payments due with respect to the Project. Section 8.3. Cooperation of the Authority. The Authority shall cooperate fully with the City at the expense of the City in filing any proof of loss with respect to any insurance policy covering the casualties described in Section 8.1 hereof and in the prosecution or defense of any prospective or pending condemnation proceeding with respect to the Project or any part there of and will, to the extent it may lawfully do so,permit the City to litigate in any proceeding resulting therefrom in the name of and on behalf of the Authority. In no event will the Authority voluntarily settle, or consent to the settlement of, any proceeding arising out of any insurance claim or any prospective or pending condemnation proceeding with respect to the Project or any part thereof without the written consent of the City. Section 8.4. Destruction or Condemnation of Other Property Owned by the City. The City shall be entitled to the Net Proceeds of any insurance claim or condemnation award or portion thereof made for destruction of, damage to or taking of its property not included in the Project. ARTICLE IX CITY'S EQUIPMENT; WARRANTIES; DISCLAIMER Section 9.1. Installation of the City's Equipment. The City may at any time and from time to time, in its sole discretion and at its own expense, install items of movable machinery and equipment in or upon the Project, which items shall be identified by tags or other symbols affixed thereto as property of the City not included in the Project. All such items so identified shall remain the sole property of the City, in which the Authority shall have no interest, and may be modified or removed by the City at any time, provided that the City shall repair and restore any and all damage to the Project resulting from the installation, modification or removal of any such items. Nothing in this Lease shall prevent the City from purchasing items to be installed pursuant to this Section under a conditional sale or lease with option to purchase, or subject to a vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof, provided that no such lien or security interest shall attach to any part of the Project. Section 9.2. Disclaimer of Warranties. THE AUTHORITY MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED BY THE CITY 13 OF THE PROJECT, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROJECT. ARTICLE X OPTION TO PREPAY PURCHASE PRICE; DEFEASANCE Section 10.1. When Available. The City shall have the option to prepay the Purchase Price or any portion thereof(in integral multiples of$5,000), without penalty, on any date on or after January 1, 2016, but only if the City is not in default under this Lease, and only in the manner provided in this Article. Any prepayment in part shall be applied against Principal in inverse order of Payment Dates, and the Authority and City shall prepare and execute a revised Exhibit C reflecting such prepayment. Any such prepayment shall be applied by the Authority to redeem Bonds pursuant to Section 3.01 of the Trust Indenture. Section 10.2. Exercise of Option. The City shall give notice to the Authority and Trustee of its intention to exercise its option under Section 10.1 not less than sixty(60) days prior to the Payment Date on which the option is to be exercised, and shall deposit with Trustee on the date of exercise an amount equal to the portion of the Purchase Price being prepaid. Section 10.3. Defeasance. The City may at any time discharge its liability hereunder in its entirety with reference to all Lease-Purchase Payments not yet due hereunder, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law and under Section 10.01 of the Trust Indenture to be so deposited,bearing interest payable at such times and at such rates and maturing on such dates as shall be required without reinvestment to provide funds sufficient to pay(i) all Lease-Purchase Payments to become due on their respective Payment Dates or(ii) all Lease-Purchase Payments to become due on or before a date designated by the City (on or after January 1, 2016) and the remaining Purchase Price then due on such designated date. If this Lease is defeased pursuant to (ii) above, the Authority and City shall make the necessary arrangements with the Trustee for redemption of all outstanding Bonds on the designated date. When the liability of the City hereunder has been so discharged as provided in this Section 10.3, and all other fees and expenses payable by the City hereunder have been paid or arrangements made for payment, all pledges, covenants and other rights granted by this Lease to the Authority shall cease. ARTICLE XI ASSIGNMENT AND LEASING Section 11.1. Assignment by the Authority. The Authority shall not assign its obligations under this Lease, and no purported assignment thereof shall be effective. All of the Authority's right, title and/or interest in and to this Lease, the Lease-Purchase Payments and other amounts due hereunder(other than any indemnity payments and reimbursement of costs and expenses)may be assigned to the Trustee, and the City hereby consents to the assignment made by the Authority to the Trustee pursuant to the Trust Indenture. 14 Section 11.2. Assignment and Subleasing by the City. The City may not assign its rights or obligations under this Lease to any person during the Term of the Lease. The City may not lease all or any part of the Project, or contract for the operation of the Project by an entity other than the City or an agency or political subdivision of the State of Minnesota during the Term of the Lease, except in a manner that will not cause interest on the Bonds to become includable in the gross income of the owners thereof for federal income tax purposes. ARTICLE XII EVENTS OF DEFAULT AND REMEDIES Section 12.1. Events of Default Defined. The following shall be "events of default"under this Lease and the terms "events of default" and"default" shall mean, whenever they are used in this Lease,with respect to the Project, any one or more of the following events: (i) Failure by the City to pay any Lease-Purchase Payment or other payment required to be paid hereunder at the time specified herein and the continuation of said failure for a period of five business days after telephonic or telegraphic notice given by the Authority that the payment referred to in such notice has not been received, such telephonic or telegraphic notice to be subsequently confirmed in writing, or after written notice. (ii) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in clause (i) of this Section, for a period of thirty(30) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority, unless the Authority shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Authority will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected. (iii) The filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment of such consequence as would impair the ability of the City to carry on its operations at the Project, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Statute, as amended, or under any similar acts which may hereafter be enacted. The provisions of this Section 12.1 and Section 12.2 are subject to the following limitation: if by reason of force majeure the City is unable in whole or in part to carry out its obligations under this Lease with respect to the Project, other than the obligation of the City to pay Lease-Purchase Payments with respect thereto which shall be paid when due notwithstanding the provisions of 15 this paragraph, the City shall not be deemed in default during the continuance of such inability or during any other delays which are a direct consequence of the force majeure inability. The term "force majeure" as used herein shall mean, without limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or any of its departments, agencies or officials, or any civil or military authority; insurrections; riots; landslides; earthquakes; fires; storms; droughts; floods; explosions; or any other cause or event not reasonably within the control of the City and not resulting from its negligence. The City agrees, however, to remedy with all reasonable dispatch the cause or causes preventing it from carrying out its obligations under this Lease; provided that the settlement of strikes, lockouts and other employment disputes shall be entirely within the discretion of the City. Section 12.2. Remedies on Default. Whenever any event of default referred to in Section 12.1 hereof shall have happened and be continuing with respect to the Project, the Authority shall have the right, at its option, to take one or any combination of the following remedial steps: (i) Cancel and terminate this Lease by written notice in accordance with law, re-enter and take possession of the Project, and the Project and all improvements thereto, and all prior Lease-Purchase Payments made hereunder by the City, shall belong to the Authority as liquidated damages; or (ii) By written notice to the City in accordance with law, declare the unpaid Principal, with interest accrued thereon, immediately due and payable; or (iii) Take whatever action at law or in equity may appear necessary or desirable to collect the Lease-Purchase Payments then due and thereafter to become due during the then current Fiscal Year of the City with respect to the Project, or enforce performance and observance of any obligation, agreement or covenant of the City under this Lease. Section 12.3. Surrender of Project. Upon the termination of this Lease under the circumstances described in paragraphs (a) or(c) of Section 5.3 hereof, the City shall surrender possession of the Project to the Authority in the condition, repair, appearance and working order required in Section 7.1. Section 12.4. Delay;Notice. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle any party to exercise any remedy reserved to it in this Lease it shall not be necessary to give any notice, other than such notice as may be required in this Lease or by law. Section 12.5. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon 16 any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 12.6. Agreement to Pay Attorneys' Fees and Expenses. In the event either party to this Lease should default under any of the provisions hereof and the nondefaulting party should employ attorneys or incur other expenses for the collection of moneys or the enforcement or performance or observance of any obligation or agreement on the part of the defaulting party herein contained, the defaulting party agrees that it will on demand therefor pay to the nondefaulting party the reasonable fee of such attorneys and such other expenses so incurred by the nondefaulting party. Section 12.7. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Lease should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. Section 12.8 Trustee's Exercise of the Authority's Remedies. Whenever any Event of Default shall have happened and be subsisting the Trustee may, but except as otherwise provided in the Trust Indenture shall not be obliged to, exercise any or all of the rights of the Authority under this Article XII. In such case, the Authority will cooperate fully with the Trustee in any legal action. ARTICLE XIII RIGHTS, TITLE AND INTEREST Section 13.1. Rights in the Authority are Held Solely for Benefit of Bondholders. All rights, title and interest created in the Authority pursuant to this Lease (other than for indemnification and reimbursement of expenses) are held by the Authority solely for the benefit of the registered owners of the Bonds issued pursuant to the Trust Indenture from the Authority to the Trustee, and are not created in the Authority in its individual capacity or for its own account or benefit for any reason whatsoever. All such rights, title and interest (other than for indemnification and reimbursement of expenses)have been irrevocable and absolutely assigned and conveyed in their entirety to the Trustee for the benefit of the registered owners of the Bonds issued pursuant to the Trust Indenture. ARTICLE XIV ADMINISTRATIVE PROVISIONS Section 14.1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given on the earlier of(i) delivery or (ii) three days following deposit in the United States mail in certified form with postage fully prepaid to the addresses shown in the first paragraph hereof. The Authority and the City, by notice given hereunder, and to the Trustee, may designate different addresses to which subsequent notices, certificates or other communications will be sent. Any notice provided 17 hereunder by the City or the Authority shall also be sent to the Trustee at the address given in Section 13.08 of the Trust Indenture. Section 14.2. Binding Effect. This Lease shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns. Section 14.3 Severability. In the event any provision of this Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 14.4. Amendments, Changes and Modifications. This Lease may be amended or any of its terms modified only by written amendment authorized and executed by the City and the Authority, and in accordance with Article XII of the Trust Indenture. Section 14.5. Further Assurances and Corrective Instruments. The Authority and the City agree that they will, if necessary, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Project hereby sold or intended so to be or for carrying out the expressed intention of this Lease. Section 14.6. Execution Counterparts. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 14.7. Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the State. Section 14.8. Captions. The captions or headings in this Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Lease. 18 IN WITNESS WHEREOF, the Authority has caused this Lease to be executed in its corporate name by its duly authorized officers and the City has caused this Lease to be executed in its name by its duly authorized officers as of the date first above written. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE By Chair Attest: Executive Director CITY OF EDEN PRAIRIE, MINNESOTA, MINNESOTA By Mayor And City Manager 19 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) This instrument was acknowledged before me on , 2007,by Phil Young and Scott Neal, the Chair and Executive Director, respectively, of the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, a Minnesota political subdivision, on behalf of the political subdivision. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) This instrument was acknowledged before me on , 2007,by Phil Young and Scott Neal, the Mayor and the City Manager, respectively, of the City of Eden Prairie, Minnesota, a Minnesota municipal corporation, on behalf of the municipal corporation. Notary Public 20 EXHIBIT A Legal Description of the Land—Project A-1 EXHIBIT B Description of Project The Project consists of an Olympic-size ice rink(100 feet wide and 200 feet long) constructed as an addition to the Eden Prairie Community Center. The Project will be operated in conjunction with two existing ice rinks located in the Community Center. B-1 EXHIBIT C LEASE-PURCHASE PAYMENT SCHEDULE Payment Payment Total Date Number Payment Principal Interest C-1 EXHIBIT D COMPLETION CERTIFICATE Wells Fargo Bank, National Association, as Trustee 6th Street and Marquette Ave. N9303-110 Minneapolis, Minnesota 55479 Ladies and Gentlemen: In accordance with the terms of the Lease-Purchase Agreement dated as of June 1, 2007 (the "Lease"),between the City of Eden Prairie, Minnesota(the "City") and the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota(the "Authority") and the Trust Indenture dated as of June 1, 2007 (the "Indenture")between the Authority and Wells Fargo Bank,National Association, as trustee (the "Trustee"), the City hereby certifies and represents to, and agrees with, the Trustee as follows: 1. The Project, as such term is defined in the Lease, has been designed, constructed, installed and accepted on the date indicated below. 2. The City has conducted such inspection and/or testing of the Project as it deems necessary and appropriate and hereby acknowledges that it accepts the Project for all purposes, and that the Project is available for the use and occupancy of the City. 3. No event of default, as such term is used in the Lease, and no event which with notice or lapse of time, or both, would become an event of default, has occurred and is continuing at the date hereof. 4. All Project Costs (as defined in the Lease) have been paid. CITY OF EDEN PRAIRIE, MINNESOTA By: Title: Date: D-1 CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO. : VIII.O. OCM/Human Resources Direct Staff to not Waive the Monetary Wayne Estenson, Manager of Limits on Tort Liability Established by Support Services Minnesota Statutes 466.04 Scott Neal, City Manager Requested Action Move to: Direct staff to not waive the monetary limits on municipal tort liability established by Minnesota Statutes 466.04. Synopsis The City of Eden Prairie obtains liability coverage from the League of Minnesota Cities Insurance Trust. Each City Council must formally decide whether to waive or not to waive the statutory tort liability limits to the extent of the coverage purchased. Staff recommends that the City choose not to waive. Attachment Waiver Form LEAGUE OF MINNESOTA CITIES INSURANCE TRUST LIABILITY COVERAGE -WAIVER FORM Cities obtaining liability coverage from the League of Minnesota Cities Insurance Trust must decide whether or not to waive the statutory tort liability limits to the extent of the coverage purchased. The decision to waive or not to waive the statutory limits has the following effects: • If the city does not waive the statutory tort limits, an individual claimant would be able to recover no more than $300,000.on any claim to which the statutory tort limits apply. The total which all claimants would be able to recover for a single occurrence to which the statutory tort limits apply would be limited to$1,000,000. These statutory tort limits would apply regardless of whether or not the city purchases the optional excess liability coverage. . If the city waives the statutory tort limits and does not purchase excess liability coverage, a single claimant could potentially recover up to $1,000,000. on a single occurrence. The total which all claimants would be able to recover for a single occurrence to which the statutory tort limits apply would also be limited to $1,000,000., regardless of the number of claimants. • If the city waives the statutory tort limits and purchases excess liability coverage, a single claimant could potentially recover an amount up to the limit of the coverage purchased. The total which all claimants would be able to recover for a single occurrence to which the statutory tort limits apply would also be limited to the amount of coverage purchased, regardless of the number of claimants. Claims to which the statutory municipal tort limits do not apply are not affected by this decision. This decision must be made by the city council. Cities purchasing coverage must complete and return this form to LMCIT before the effective date of the coverage. For further information,contact LMCIT. You may also wish to discuss these issues with your city attorney. itykla accepts liability coverage limits of " from the League of Minne ota Cities Insurance Trust(LMCIT). ►:� The city DOES NOT WAIVE the monetary limits on municipal tort liability established by Minnesota Statutes 466.04. ❑ The city WAIVES the monetary limits on tort liability established by Minnesota Statutes 466.04, to the extent of the limits of the liability coverage obtained from LMCIT. Date of city council meeting �, �:,;� , �. ��,., ,. 41 . 1 Return this completed form to LMCIT, 145 University Ave. W., St. Paul, MN. 55103 2044 LMCIT(11/00)(Rev. 11/03) Page 1 of 1 CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.P. Scott H. Neal, City Manager Hockey Association Ice Rental Agreement Requested Action Move to: Approve ice rental agreement with the Eden Prairie Hockey Association. Synopsis This agreement requires the Eden Prairie Hockey Association(EPHA) to purchase a minimum number of hours of ice time each year at the Eden Prairie Community Center. The City initiated the preparation of this agreement as a means of securing a revenue stream to support the lease revenue bond debt that staff has proposed be issued by the City's Housing and Redevelopment Authority to support the construction of the new sheet of indoor ice at the Community Center. The City's HRA is scheduled to consider the sale of these lease revenue bonds at a short meeting on Tuesday, May 15,just prior to the start of the regular City Council meeting. The EPHA has agreed to the terms of this agreement and requests the Council's authorization of the agreement in order to proceed forward. I recommend the City Council approve a motion to approve this agreement. Attachment Agreement Third Ice Rink Rental Agreement Between City of Eden Prairie and Eden Prairie Hockey Association This Agreement ("Agreement") is made and entered into as of May 15, 2007 by and between the City of Eden Prairie, a municipal corporation under the laws of the State of Minnesota ("City") and the Eden Prairie Hockey Association, a Minnesota nonprofit corporation ("Association"). Recitals A. Whereas Association currently rents ice rink time from the City during the winter (hereinafter referred to as "Winter Prime Time Hours") on the existing two rinks located within the Eden Prairie Community Center (hereinafter referred to as the (Community Center"). Winter Prime Time Hours are defined as October 1 through February 29 between 3 and 11 pm Monday to Friday and weekend, holidays and non- school days between 6 am— 11 pm. B. Whereas City has entered into a contract for the construction of a third ice rink (hereinafter the "Third Rink") at the Community Center which City anticipates will be available for Winter Prime Time Hours beginning October 1, 2008. C. Whereas the Association desires to secure for its programs additional Winter Prime Time Hours on the Third Rink. D. Whereas the Association also desires to secure the right to rent additional hours on the Third Rink in the month of March during the Term of this Agreement. NOW THEREFORE, in consideration of the premises and mutual agreement set forth in this Agreement, the parties agree as follows: 1. Rental of Winter Prime Time Hours. The Association hereby agrees to annually rent 910 Winter Prime Time Hours on the Third Rink. The 910 Winter Prime Time Hours are in addition to the number of hours the Association currently rents from the City on the existing two ice rinks. For purposes of this Agreement the parties agree that the Association currently rents 1500 number of hours of ice rink time from the City. 2. Rental of Ice Time on Third Rink During March. Subject to the notice provision of this paragraph the Association is granted the right to rent ice time on the Third Rink in the month of March during the Term of this Agreement. The Association shall notify the City no later than January 2nd that it will rent ice time on the Third Rink during the month of March of that year. The notice shall state the last day in March of that year during which the Association will rent ice time on the Third Rink. The date set forth in the notice shall establish the last day in March that rental of ice time on the Third Rink is required under this Agreement. 3. Term. The term of this Agreement shall commence upon the"Commencement Date" which shall be the date the Third Rink is open for public use. Following the Commencement Date the Term shall continue for a period of twenty (20) years or until the Lease Revenue Bonds issued by the Housing and Redevelopment Authority in and for the City of Eden Prairie to finance construction of the Third Rink are paid in full, whichever is earlier. Promptly after the Third Rink is open for public use the City shall prepare a Declaration substantially in the form of Exhibit A attached hereto confirming the Commencement Date. The Association shall execute and return such Declaration within 10 days after submission. The Declaration shall thereafter become part of this Agreement. 4. Rental Rate. The rental rate to be paid by the Association shall be the rate adopted by the Eden Prairie City Council from time to time as part of the Council's approval of its annual Fee Resolution. 5. Priority. Pursuant to the City's guidelines on rental of ice rink time the Association is hereby granted first priority to rent Winter Prime Time Hours on the Third Rink. 6. Indemnification. Association shall defend (or, at the option of City, the City may defend at Association's reasonable expense), indemnify and hold City harmless from all claims, demands, suits, actions, proceedings, losses, fines, expenses, costs, and damages of every kind and description including reasonable attorney's fees and litigation expenses that may be brought or made against or incurred by City arising out of or related to the Association's use and rental of ice time on any of the ice rinks at the Community Center. 7. Governing Law of Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota. Any action or proceeding in any way arising out of or related to this Agreement shall be litigated, if at all, in a state or federal court located in Hennepin County, Minnesota. 8. Nature of Relationship. It is understood that this is an agreement between independent contractors and that neither party is in any way an agent or employee of the other party. 9. Data Practices Act. The Association shall at all times abide by the Minnesota Government Data Practices Act, Minn. Stat. § 1301, et seq., to the extent that the Act is applicable to data and documents in the possession of the Association. 10. Audit. The books, records, documents, and accounting procedures and practices of the Association 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. 11. Discrimination. In performance of this contract, the Association shall not 2 discriminate on the grounds of or because of race, color, creed, religion, national origin, sex, marital status, status with regards to public assistance, disability, sexual orientation, or age against any participant in the Association's programs, any employee of the Association, any subcontractor of the Association, or any applicant for employment. The Association further agrees to comply with all aspects of the Minnesota Human Rights Act, Minn. Stat. § 363.01, et seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 12. 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. No federal regulations and applicable state statutes shall be violated. 13. Limitation of Remedies and Liability. In the event of a breach of this Agreement by the City, the Association shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. Notwithstanding any provisions set forth herein, the City's liability hereunder shall be limited as set forth in Minnesota Statutes, Section 466.04 or any similar statute in effect." 14. City Remedies. In the event of breach of this Agreement by Association, City shall, in addition to any other remedies provided by law, be entitled to the remedy of specific performance, temporary or permanent injunction or other equitable relief as a remedy for any breach or threatened breach of the provisions of this Agreement. 15. Miscellaneous. This Agreement constitutes the entire Agreement between the parties and supersedes any prior oral or written understandings or agreements relative to the subjects of this Agreement. This Agreement may be amended only by written instrument signed on behalf of Association and City by persons duly authorized to do so. 16. Notices. Any notice required or permitted to be given by any party upon the other is given in accordance with this Agreement if it is directed to City by delivering it personally to the City Manager; or if it is directed to Association, by delivering it personally to the Association's President; 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 as follows: If to Grantor: City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 Attn: City Manager With a copy to: Richard F. Rosow Eden Prairie City Attorney 650 Third Ave. South, Suite 1600 3 Minneapolis, MN 55402-4337 If to Association: Eden Prairie Hockey Association 16700 Valley View Road Eden Prairie, MN 55344 Attn: President Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as aforesaid; provided, however, that if notice is given by deposit, that the time for response to any notice by the other party shall commence to run one business day after any such deposit. 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, ten(10) days prior to the effective date of such change. IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. EDEN PRAIRIE HOCKEY CITY OF EDEN PRAIRIE ASSOCIATION By r By r Phil Young Its Pr 1-6: Its Mayor By Scott H. Neal, Its City Manager P:\Home\EP\PARKS\Third Rink Rental\Rental Agreement 2007 05 03 4 EXHIBIT A DECLARATION OF COMMENCEMENT This Declaration is made as of the day of 200_ by and between City of Eden Prairie, a municipal corporation under the laws of the State of Minnesota ("City") and Eden Prairie Hockey Association, a Minnesota nonprofit corporation("Association"). City and Association are parties to the certain Third Ice Rink Rental Agreement Between City of Eden Prairie and Eden Prairie Hockey Association dated as of May 15, 2007. In accordance with the Agreement, City and Association memorialize that the Commencement Date of the Agreement is _, 200_. IN WITNESS WHEREOF, the parties to this Declaration have caused these presents to be executed as of the day and year aforesaid. EDEN PRAIRIE HOCKEY CITY OF EDEN PRAIRIE ASSOCIATION By By Phil Young Its Pry:O, ,i Its Mayor By Scott H. Neal, Its City Manage 5 CITY COUNCIL AGENDA DATE: SECTION: Public Hearing May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: Vac. 07-02 ITEM NO.: IX.A. Denise Christensen Vacation of part of the drainage and utility Public Works/Engineering easement over Lot 4, Block 2, Carmel Requested Action Move to: • Close the Public Hearing; and • Adopt a resolution vacating part of the drainage and utility easement over Lot 4, Block 2, Carmel. Synopsis The Property Owner has requested the vacation of part of the Drainage and Utility easement to facilitate the construction of a garage addition. Background Information The easement was originally dedicated in conjunction with platting of the subdivision. The lot was granted a variance allowing construction of buildings within 5 feet of the lot line, but the property has a drainage and utility easement of 10 feet along the lot line. The vacation will allow for a larger garage addition and will not result in conflicts with installed utilities. Attachments • Resolution • Location Map • Vacation Drawing • Published Notice • Notification List CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2007- VACATION OF PART OF THE DRAINAGE AND UTILITY EASEMENT OVER LOT 4, BLOCK 2, CARMEL VACATION 07-02 WHEREAS, the City of Eden Prairie has (a) certain Drainage and Utility Easement described as follows: All of the Drainage and Utility Easement lying over, under and across Lot 4, Block 2, Carmel, according to the recorded plat thereof, Hennepin County, Minnesota. WHEREAS, a Public Hearing was held on May 15, 2007, after due notice was given to affected property owners and published in accordance with M.S.A. 412.851; and WHERAS, the Council has been advised by City Staff that the proposed vacation of the above described Drainage and Utility Easement has no relationship to the comprehensive municipal plan; and WHEREAS, it has been determined that the said Drainage and Utility Easement is not necessary and has no interest to the public, therefore, should be vacated. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council as follows: 1. Said Drainage and Utility Easement described as: The southwesterly 5 feet of the 10 foot drainage and utility easement that lies adjacent to and southwesterly of the common line between Lots 4 and 6, Block 2, Carmel, Hennepin County, Minnesota, except that part lying within 10 feet of the northerly line and within 10 feet of the southeasterly line of said Lot 4. is hereby vacated. 2. The City Clerk shall prepare a Notice of Completion of Proceedings in accordance with M.S.A. 412.851. ADOPTED by the Eden Prairie City Council on May 15, 2007. Phil Young, Mayor ATTEST: SEAL Kathleen Porta, City Clerk _ -Al62 00 0 CITY S IT E R[]. (�~ (�- 2 1 12 f7/K/ i] /////// lOO 99T116 R22VV 1Oi WAY 1 [)�� ' ^��- VAC�� ���� ���� �����«�, �� � ����� �r ~~~~^^ LOCATION MAN 070163 2/I 16/22 SCHUTZ,JOHN ADVANCE SURVEYING & ENGINEERING CO. 5300 S.Hwy.No.101 Minnetonka,MN 55345 Phone(952)474-7964 Fax(952)474-8267 SURVEY FOR: JOHN SCHUTZ SURVEYED: April,2007 DRAFTED: April 11,2007 LEGAL DESCRIPTION: Lot 4,Block 2,Cannel,Hennepin County,Minnesota. PROPOSED DRAINAGE AND UTILITY EASEMENT VACATION DESCRIPTION: r,v 1 v f 1 I L.T n❑ i I ��D The southwesterly 5 feet of the 10 foot drainage and utility easement that lies adjacent to and V L. D. southwesterly of the common line between Lots 4 and 6,Block 2,Cannel,Hennepin County, Minnesota,except that part lying within 10 feet of the northerly line and within 10 feet of the -FOUND IRON southeasterly line of said Lot 4. S: / R=60.00 UMW PEDESTALS SCOPE OF WORK: L'56.1 4 1. Showing the length and direction of boundary lines of the above legal description. The o scope of our services does not include determining what you own,which is a legal matter. s/� __ _` 4D ` Please check the legal description with your records or consult with competent legal counsel,if / —— p necessary,to make sure that it is correct,and that any matters of record,such as easements,that you / 0,1 wish shown on the survey,have been shown. 'r. / li. 2. Showing the location of existing improvements we deemed important. o /3. Setting new monuments or verifying old monuments to mark the comers of the property. . ' y e �o? q,,4.While we show proposed improvements to your property,we are not as familiar with your cv / �� 4plans as you are nor are we as familiar with the requirements of governmental agencies as their / , ° employees are.We suggest that you review the survey to confirm that the proposals are what you ,/ 8; ""c. intend and submit the survey to such governmental agencies as may have jurisdiction over your 3 .oJJYS"r// 11� ��♦ project to gain their approvals if you can. v i j EXISTING (k2 STANDARD SYMBOLS&CONVENTIONS: .4)a. a „\� ‘ \� ' 'Denotes 1/2"ID pipe with plastic plug bearing State License Number 9235,set,unless N, / x ,. /�� otherwise noted. 67 i yr/ [� ♦�♦ `, I hereby certify that this plan,specification,report or survey was prepared by me or / e " a ��♦ ,� . under my direct supervision and that I am-a licensed Professional Engineer and. / .♦, Professional Surveyor under the laws of the State of Minnesota. ^' °�.I //ham / OECR `�.� ��♦ m00A I 1 l)(Ar1V/ort / am s H.Parker P.E.&P.S.No.9235 / ° ♦♦ / 1� ♦♦ // .4 /..,..s j ,♦♦♦ 4.. t \\ LtPROPOSED VACATED DRAINAGE= •♦N AND UNIJTY EASEMENT ♦ lWATER VALVE ♦i FWND IRON,Lv Fr c- �\ ,�' / SOUTHWESTERLY OF- \ -/, PROPERTY CORNER .I, S\\, \\4ff4 //'ice b0'\ �( i E' \ \,yam,� o N�i--/ 4. o 363.S/ .' 9 GRAPHIC SCALE 20 0 10 20 40 ( TN FEET) P11T6 Na 070163 VACATION 07-02 NOTICE OF VACATION OF PART OF THE DRAINAGE AND UTILITY EASEMENT OVER LOT 4,BLOCK 2, CARMEL Notice is hereby given that a public hearing will be held before the Eden Prairie City Council at the Eden Prairie City Hall, 8080 Mitchell Road, Eden Prairie, Minnesota, on May 15, 2006 at 7:00 p.m. to hear all persons present upon the proposed vacation of the Drainage and Utility Easement described as follows: That part of the Drainage and Utility Easement lying over,under and across Lot 4, Block 2, Carmel, according to the recorded plat thereof, Hennepin County, Minnesota described as follows: The southwesterly 5 feet of the 10 foot drainage and utility easement that lies adjacent to and southwesterly of the common line between Lots 4 and 6, Block 2, Carmel, Hennepin County, Minnesota, except that part lying within 10 feet of the northerly line and within 10 feet of the southeasterly line of said Lot 4. By Order of the City Council Published in the Sun Current April 26, 2007 NOTIFICATION LIST VACATION REQUEST 07-02 A copy of the Public Hearing Notice is to be sent to owners of the following parcels: 02-116-22-13-0018 02-116-22-13-0019 02-116-22-13-0021 02-116-22-13-0022 02-116-22-13-0060 02-116-22-13-0061 CITY COUNCIL AGENDA DATE: SECTION: Payment of Claims May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: X. Sue Kotchevar, Office of the Payment of Claims City Manager/Finance Requested Action Move to: Approve the Payment of Claims as submitted(roll call vote) Synopsis Checks 163099 - 163552 Wire Transfers 2672- 2690 Attachments Wire payment#2682—2690 US Bank Purchasing Card list City of Eden Prairie Council Check Summary 5/15/2007 Division Amount Division Amount General 33,913 701 Water Fund 94,860 100 City Manager 811 702 Sewer Fund 13,720 101 Legislative 1,670 703 Storm Drainage Fund 2,289 102 Legal Counsel 33,275 802 494 Commuter Services 176 104 Contingency 7,164 803 Escrow Fund 6,441 110 City Clerk 7,127 807 Benefits Fund 294,729 111 Customer Service 5,621 810 Workers Comp Insurance 173 113 Communication Services 4,813 811 Property Insurance 1,787 114 Benefits&Training 9,471 *** US Bank 25,949 116 Facilities 27,827 117 City Center 37,876 Report Totals 2,039,423 130 Assessing 30 131 Finance 6,554 132 Social Services 16,879 135 Information Technology 159,701 136 Public Safety Communications 4,489 137 Economic Development 533 138 Community Development Admin. 20 150 Park Administration 23 151 Park Maintenance 110,405 153 Organized Athletics 18,465 154 Community Center 7,772 155 Beaches 2,428 156 Youth Programs 920 157 Special Events 100 158 Adult Recreation 907 159 Recreation Administration 31 160 Therapeutic Recreation 430 161 Oak Point Pool 177 162 Arts 143 163 Outdoor Center 990 164 Park Rental Facilities 193 180 Police 6,839 183 Emergency Preparedness 990 184 Fire 25,297 185 Animal Control 741 200 Engineering 486 201 Street Maintenance 1,448 202 Street Lighting 58,128 203 Fleet Services 38,578 204 Equipment Revolving 123,920 300 Heritage Preservation Grants 1,950 301 CDBG 242,537 304 Senior Board -3 315 Economic Development 12,848 316 WAFTA 832 502 Park Development 79 503 Utility Improvement 56,450 506 Improvment Bonds 1996 2,147 509 CIP Fund 48,242 515 Fire Station#4 239,626 516 ADC PROJECT 139,849 519 Community Center Referendum 3,092 520 Parks Referendum 20,231 521 Trails Referendum 23,746 522 Improvement Projects 2006 41,425 601 Prairie Village Liquor 85,668 602 Den Road Liquor 190,457 603 Prairie View Liquor 107,183 605 Den Road Building 65,878 City of Eden Prairie Council Check Register 5/15/2007 Check# Amount Vendor/Explanation Account Description Business Unit 2672 1,813 MINNESOTA DEPT OF REVENUE Motor Fuels Fleet Services 2673 81,582 MINNESOTA DEPT OF REVENUE Cash Over/Short General Fund 2674 12,095 ICMA RETIREMENT TRUST-457 Deferred Compensation General Fund 2675 15,848 ORCHARD TRUST CO AS TRUSTEE/CU Deferred Compensation General Fund 2676 98,630 PUBLIC EMPLOYEES RETIREMENT AS PERA Health and Benefits 2677 27,598 MINNESOTA DEPT OF REVENUE State Taxes Withheld Health and Benefits 2678 143,745 WELLS FARGO MINNESOTA N A SS&Medicare Health and Benefits 2679 1,937 MINNESOTA DEPT OF REVENUE State Taxes Withheld Health and Benefits 2680 3,704 WELLS FARGO MINNESOTA N A Federal Taxes Withheld Health and Benefits 2681 18,458 DELTA DENTAL PLAN OF MN COBRA Health and Benefits 2690 25,949 US BANK 163099 718 BUTLER,MARGUERITE K Right of Way&Easement Trails Referendum 163100 200 CARVER COUNTY SHERIFF'S DEPT. Deposits Escrow 163101 681 HAMMERSCHMIDT,RICK Travel Expense Fire 163102 681 LIDDELL,TONY R. Travel Expense Fire 163103 738 MINNESOTA MUNICIPAL BEVERAGE A Conference Expense Prairie Village Liquor Store 163104 344 PITNEY BOWES INC Postage General 163105 3,000 POSTAGE BY PHONE RESERVE ACCOU Postage General 163108 210 A MEYER'S ENTERPRISES INC Instructor Service Outdoor Center 163109 2,848 A-SCAPE INC Contract Svcs-Lawn Maint. Fire Station#2 163110 234 ACCURINT-ACCOUNT#1348824 Other Contracted Services Police 163111 250 ALMOND,ODELL H Right of Way&Easement Trails Referendum 163112 232 ALTERNATIVE BUSINESS FURNITURE Capital Under$2000-Gen Bldg Police City Center 163113 182 AMERICAN PRESSURE INC Other Contracted Services Water System Maintenance 163114 278 AMERIPRIDE LINEN&APPAREL SER Repair&Maint.Supplies Prairie Village Liquor Store 163115 254 AMSAN BRISSMAN-KENNEDY Cleaning Supplies Community Center Maintenance 163116 315 AQUA LOGIC INC Supplies-General Bldg Pool Maintenance 163117 1,950 ARCH WIRELESS Pager&Cell Phone Wireless Communication 163118 60,000 BAKER ASSOCIATES INC Building Den Road Building 163119 6 BATTERIES PLUS Supplies-General Bldg General Facilities 163120 2,492 BEACON ATHLETICS Operating Supplies Park Maintenance 163121 158 BECKER ARENA PRODUCTS INC Supplies-General Bldg Ice Arena Maintenance 163122 7,275 BELLBOY CORPORATION Operating Supplies Prairie Village Liquor Store 163123 48 BERTELSON OFFICE PLUS Office Supplies Utility Operations-General 163124 1,075 BLOOMINGTON SECURITY SOLUTIONS Contract Svcs-General Bldg Reserve 163125 86 BLOOMINGTON,CITY OF Other Contracted Services Park Maintenance 163126 969 BOLES,DAVID Right of Way&Easement Trails Referendum 163127 250 BRAUN,BARBARA Right of Way&Easement Trails Referendum 163128 243 BRINK,PATRICK Mileage&Parking Communication Services 163129 747 CAMPBELL KNUTSON,P.A. Legal WAFTA 163130 210 CAMPOS,LORI Instructor Service Outdoor Center 163132 1,787 COMMISSIONER OF TRANSPORTATION Insurance Property Insurance 163133 199 CONSTRUCTION BULLETIN Dues&Subscriptions Engineering 163134 632 CORPORATE EXPRESS Office Supplies General 163135 743 COTTEN,DAVID Right of Way&Easement Trails Referendum 163136 73 CRON,SUE Operating Supplies Ice Show 163137 4,570 CUTLER-MAGNER COMPANY Treatment Chemicals Water Treatment Plant 163138 9,182 DAY DISTRIBUTING Beer Den Road Liquor Store 163139 8,367 DELANO ERICKSON ARCHITECTS Building Parks Referendum 163140 378 DELEGARD TOOL CO Equipment Parts Fleet Services 163141 2,268 DELL Computers Information Technology 163142 105 DEM CON LANDFILL LLC Waste Disposal Park Maintenance 163143 12 DEZIEL,PAT Program Fee Classes/Programs/Events 163144 27,404 DIVERSE BUILDING MAINTENANCE Cleaning Supplies City Hall-CAM 163145 190 DMX MUSIC Other Contracted Services Prairie View Liquor Store 163146 52 DNR Clothing&Uniforms Ice Arena 163147 440 DOHERTY,SANDRA L Other Contracted Services Volleyball 163148 262 DOHMEN,THOMAS Right of Way&Easement Trails Referendum 163149 10,081 DRT TRANSPORT Lime Residual Removal Water Treatment Plant 163150 4,397 EAGLE WINE COMPANY Wine Domestic Prairie View Liquor Store 163151 780 EDEN PRAIRIE FIREFIGHTER'S REL Union Dues Withheld General Fund Check# Amount Vendor/Explanation Account Description Business Unit 163152 651 EDEN PRAIRIE NOON ROTARY CLUB Miscellaneous City Manager 163153 33 EDEN PRAIRIE WINLECTRIC Supplies-Electrical City Hall-CAM 163154 970 ELLINGSON,VICKY AND LEE J NEA Right of Way&Easement Trails Referendum 163155 1,407 ETICA Wine Imported Den Road Liquor Store 163156 250 FAY,MAL Right of Way&Easement Trails Referendum 163157 359 FERR,WADE Right of Way&Easement Trails Referendum 163158 59 FERRELLGAS Lubricants&Additives Fleet Services 163159 165 FIELDSTONE VINEYARDS Wine Domestic Den Road Liquor Store 163160 103 FLYING CLOUD T/S#U70 Waste Disposal Park Maintenance 163161 85 GE CAPITAL Other Rentals General 163162 97 GINA MARIAS INC Tuition Reimbursement/School Police 163163 312 GRAINGER Small Tools Fleet Services 163164 446 GRAND PERE WINES INC Wine Imported Den Road Liquor Store 163165 1,254 GRAPE BEGINNINGS Wine Imported Prairie Village Liquor Store 163166 160 GRAPHIC SOURCE INC Operating Supplies Ice Show 163167 673 GRAY,RON Right of Way&Easement Trails Referendum 163168 19,453 GRIGGS COOPER&CO Wine Domestic Den Road Liquor Store 163169 1,190 GUARANTY TITLE INC Land Community Center Referendum 163170 40 HALLOCK CO INC Equipment Parts Water Treatment Plant 163171 1,202 HARMON INC. Contract Svcs-General Bldg Police City Center 163172 334 HARRISON,JOHN Right of Way&Easement Trails Referendum 163173 499 HENNEPIN COUNTY I/T DEPT Software Maintenance Information Technology 163174 2,125 HOHENSTEINS INC Beer Prairie Village Liquor Store 163175 12,848 HOISINGTON KOEGLER GROUP INC Other Contracted Services Economic Development Fund 163176 308 HOLMES,TOM Other Contracted Services Volleyball 163177 1,245 IKON OFFICE SOLUTIONS* Legal Utility Operations-General 163178 963 IND SCHOOL DIST 272 Operating Supplies Ice Show 163179 362 ITL PATCH COMPANY INC Clothing&Uniforms Police 163180 25 ITS A KEEPER Employee Award Internal Events 163181 666 J&D WINDOW CLEANING Other Contracted Services Prairie View Liquor Store 163182 78,073 J-CRAFT DIV OF CRYSTEEL MFG IN Machinery&Equipment Fire 163183 816 JANEX INC Operating Supplies Fire Station#1 163184 15,419 JJ TAYLOR DIST OF MN Beer Den Road Liquor Store 163185 34,594 JOHNSON BROTHERS LIQUOR CO Wine Domestic Den Road Liquor Store 163186 441 KASNER,GARY Right of Way&Easement Trails Referendum 163187 140 KEEPERS Clothing&Uniforms Police 163188 250 KERR,WAYNE Right of Way&Easement Trails Referendum 163189 1,091 KIMMEL,GERALD Right of Way&Easement Trails Referendum 163190 11 KRAEMERS HARDWARE INC Operating Supplies Park Maintenance 163191 1,095 LAMETTRYS COLLISION Equipment Repair&Maint Fleet Services 163192 63 LAVONE,PAT Facility Rentals Senior Center Administration 163193 250 LONG,STEVEN Right of Way&Easement Trails Referendum 163194 357 LONGLEY,CHANTELL AND BRANDON Right of Way&Easement Trails Referendum 163195 402 M.AMUNDSON LLP Misc Taxable Prairie View Liquor Store 163196 353 MALONE,TOM Instructor Service Winter Skill Development 163197 14,295 MARK VII Beer Den Road Liquor Store 163199 192 MENARDS Operating Supplies Park Maintenance 163200 1,044 METALS JOINING LAB CO INC Equipment Parts Storm Drainage 163201 13,783 METRO ATHLETIC SUPPLY Recreation Supplies Softball 163202 1,218 MIDWEST COCA COLA BOTTLING COM Misc Taxable Prairie Village Liquor Store 163203 52 MIDWEST DESIGN CO Printing Finance 163204 551 MINN CHILD SUPPORT PAYMENT CTR Garnishment Withheld General Fund 163205 510 MINNESOTA CLIPPING SERVICE Other Contracted Services Communication Services 163206 12,600 MMKR Audit&Financial Finance 163207 88 MN MAINTENANCE EQUIPMENT INC Equipment Parts Park Maintenance 163208 48,066 MTI DISTRIBUTING INC Machinery&Equipment Public Works 163210 129 NEAL,SCOTT Travel Expense City Manager 163211 100 NEUDECKER,PHYLLIS Program Fee Red Hat 163212 2,009 NEW FRANCE WINE COMPANY Wine Domestic Prairie View Liquor Store 163213 1,360 NEW PIG CORPORATION Supplies-General Bldg City Hall-CAM 163214 94 NILSSEN,BETH Operating Supplies Ice Show 163215 461 NINETYNINE BOTTLES Beer Den Road Liquor Store 163216 1,813 NORTHERN SAFETY TECHNOLOGY INC Machinery&Equipment Capital Impr./Maint.Fund 163217 13,924 NORTHWEST BUSINESS SYSTEMS Other Contracted Services Fire Station#4 163218 292 NUCO2 INC Chemicals Pool Maintenance Check# Amount Vendor/Explanation Account Description Business Unit 163219 80 OLSEN COMPANIES Repair&Maint.Supplies Sewer System Maintenance 163220 8,090 PAUSTIS&SONS COMPANY Wine Imported Prairie Village Liquor Store 163221 2,726 PCS TECHNOLOGIES INC Other Hardware Den Road Liquor Store 163222 12,999 PHILLIPS WINE AND SPIRITS INC Wine Domestic Prairie Village Liquor Store 163223 2,033 PICKARD,JANE AND BILL Right of Way&Easement Trails Referendum 163224 2,076 PRAIRIE ELECTRIC COMPANY Contract Svcs-Electrical Senior Center 163225 315 PRAIRIE LAWN AND GARDEN Equipment Repair&Maint Park Maintenance 163226 1,038 PRECISION FINISHING Signs Traffic Signs 163227 156 PRINTERS SERVICE INC Contract Svcs-Ice Rink Ice Arena Maintenance 163228 541 PRIOR WINE COMPANY Wine Imported Prairie View Liquor Store 163229 79 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 163230 18,982 QUALITY WINE&SPIRITS CO Transportation Den Road Liquor Store 163231 16 QUICKSILVER EXPRESS COURIER Postage Assessing 163232 227 QWEST Telephone Outdoor Center 163233 1,037 RADCO Capital Under$2,000 Fleet Services 163234 400 RAY,LEE Other Contracted Services Softball 163235 1,314 RAYMOND-JUDY,MICHAEL AND JENI Right of Way&Easement Trails Referendum 163236 33 RIDGEVIEW CLINICS Other Contracted Services Workers Comp Insurance 163237 1,950 ROBERT C VOGEL Other Contracted Services 1999 CLG Grant 163238 11,864 ROCHON CORP Building Parks Referendum 163239 46 ROUSE,SUSAN Operating Supplies Ice Show 163240 2,901 RUSSELL,MARY E Right of Way&Easement Trails Referendum 163241 27 SCHMIT,KELLY Operating Supplies Ice Show 163242 250 SCHUG,PATRICK Right of Way&Easement Trails Referendum 163243 150 SCRAP METAL PROCESSORS INC Equipment Repair&Maint Fleet Services 163244 234 SHAMROCK GROUP,INC-ACE ICE Misc Taxable Den Road Liquor Store 163245 236 SHORT ELLIOTT HENDRICKSON INC Other Contracted Services Storm Drainage 163246 463 SIRCHIE Operating Supplies Police 163247 531 SNAP-ON TOOLS Software Fleet Services 163248 337 SONGKHAMDET,THONGSAY Right of Way&Easement Trails Referendum 163249 225 SONNY'S BUILDING MAINTENANCE Contract Svcs-Roof City Hall-CAM 163250 2,088 SOUTHWEST SUBURBAN PUBLISHING- Advertising Prairie View Liquor Store 163251 2,135 SOUTHWEST SUBURBAN PUBLISHING- Dues&Subscriptions Communication Services 163252 5,853 SRF CONSULTING GROUP INC Design&Engineering Improvement Projects 1996 163253 7,780 ST CROIX ENVIRONMENTAL INC Other Contracted Services Water Treatment Plant 163254 225 STAR Licenses&Taxes Ice Arena 163255 1,771 STAR TRIBUNE Employment Advertising Organizational Services 163256 614 STENSGAARD,STEVE Right of Way&Easement Trails Referendum 163257 320 STOCKBERGER,JOHN Right of Way&Easement Trails Referendum 163258 2,500 STOREFRONT GROUP,THE Other Contracted Services Housing and Community Service 163259 231 STREICHERS Clothing&Uniforms Police 163260 26 SUBURBAN CHEVROLET Equipment Parts Fleet Services 163261 1,200 SUN NEWSPAPERS Employment Advertising Organizational Services 163262 544 SUTHERLAND,JOEL Right of Way&Easement Trails Referendum 163263 45 TEE JAY NORTH INC Building Repair&Maint. Den Road Liquor Store 163264 20,512 THORPE DISTRIBUTING Beer Den Road Liquor Store 163265 146 TOM'S WINDOW CLEANING Janitor Service-General Bldg Den Road Building 163266 381 TUSHIE MONTGOMERY ARCHITECTS Building Den Road Building 163267 113 TWIN CITY OXYGEN CO Lubricants&Additives Fleet Services 163269 54 UNLIMITED SUPPLIES INC Equipment Parts Fleet Services 163270 25 USTA Dues&Subscriptions Tennis 163271 551 VINTAGE ONE WINES INC Wine Domestic Prairie Village Liquor Store 163272 1,433 VIRCHOW KRAUSE&COMPANY Software Maintenance Information Technology 163273 3,652 VR BUILDERS Other Contracted Services Rehab 163274 1,125 VSA INC Video&Photo Supplies Communication Services 163275 7 WALMART COMMUNITY Operating Supplies Internal Events 163276 1,629 WATER SPECIALTY OF MN INC Chemicals Pool Maintenance 163277 5,439 WENCK ASSOCIATES INC Deposits Escrow 163278 544 WHEELER HARDWARE COMPANY Contract Svcs-General Bldg Public Works/Parks 163279 3,346 WINE COMPANY,THE Wine Domestic Prairie View Liquor Store 163280 4,011 WINE MERCHANTS INC Wine Domestic Prairie Village Liquor Store 163281 938 WORLD CLASS WINES INC Wine Imported Den Road Liquor Store 163282 70 XCEL ENERGY Electric Emergency Preparedness 163283 2,516 YALE MECHANICAL INC CH Robinson-Contr.Svcs City Ctr-Tenant Direct Costs 163284 416 YOUNG,PHIL Travel Expense City Council Check# Amount Vendor/Explanation Account Description Business Unit 163285 239 Z WINES USA LLC Wine Imported Den Road Liquor Store 163286 717 ZARNOTH BRUSH WORKS INC. Equipment Repair&Maint Park Maintenance 163287 373 ZEP MANUFACTURING CO Operating Supplies Fire Station#4 163288 340 ZIEBART OF MINNESOTA INC Capital Under$2,000 Fleet Services 163289 1,997 ZIEGLER INC Contract Svcs-Fire/Life/Safe Public Works/Parks 163290 375 ASSOCIATION OF TRAINING OFFICE Tuition Reimbursement/School Police 163291 228 BREEZY POINT RESORT Tuition Reimbursement/School Police 163292 40,450 GREGERSON ROSOW JOHNSON&NILA Legal Legal Criminal Prosecution 163293 95 MINNESOTA OFFICE OF JUSTICE PR Tuition Reimbursement/School Police 163294 289 PETTY CASH-POLICE DEPT Travel Expense Police 163295 287 PUCHALSKI,KEITH Other Revenue General Fund 163296 2,053 SEARS COMMERCIAL ONE Small Tools Fire Station#4 163297 2,113 SPRINT Wireless Subscription Information Technology 163298 657 WISCONSIN DEPARTMENT OF REVENU Pension payment-SS/FICA Health and Benefits 163299 210 A MEYER'S ENTERPRISES INC Instructor Service Outdoor Center 163300 15,427 A Z RESTAURANT EQUIPMENT CO Other Assets Capital Impr./Maint.Fund 163301 320 AARP 55 ALIVE MATURE DRIVING Other Contracted Services Classes/Programs/Events 163302 240 AARP 55 ALIVE MATURE DRIVING Other Contracted Services Classes/Programs/Events 163303 200 ACCTA,INC Licenses&Taxes Water Treatment Plant 163304 69 ADAMS PEST CONTROL INC Contract Svcs-Pest Control Prairie View Liquor Store 163305 171 AFFILIATED EMERGENCY VETERINAR Kennel Services Animal Control 163306 337 ALTERNATIVE BUSINESS FURNITURE Capital Under$2,000 Den Road Building 163307 95 AMERICAN RED CROSS Training Supplies Pool Operations 163308 127 AMERIPRIDE LINEN&APPAREL SER Repair&Maint.Supplies Den Road Liquor Store 163309 671 ANCHOR PRINTING COMPANY Printing Housing and Community Service 163310 100 ANDERSON,GERALD Refunds Environmental Education 163311 100 ANDERSON,RACHEL Refunds Environmental Education 163312 16 ASPEN MILLS Protective Clothing Fire 163313 324 ASPEN WASTE SYSTEMS INC. Waste Disposal Public Works/Parks 163314 211 BANGASSER,ROBERT Memberships Community Center Admin 163315 1,486 BAUER BUILT TIRE AND BATTERY Tires Fleet Services 163316 41,425 BEC INC Improvement Contracts Improvement Projects 2006 163317 77 BECKER,DAVE Clothing&Uniforms Police 163318 4,398 BELLBOY CORPORATION Wine Imported Prairie Village Liquor Store 163319 250 BEST&FLANAGAN LLP Other Contracted Services Rehab 163320 616 BIFFS INC Waste Disposal Park Maintenance 163321 547 BLOOMINGTON SECURITY SOLUTIONS Building Fire Station#4 163322 570 BLOOMINGTON,CITY OF Kennel Services Animal Control 163323 60 BOLD,PAULINE Instructor Service Outdoor Center 163324 921 BOSACKER,MIKE Tuition Reimbursement/School Organizational Services 163325 843 BRO-TEX INC Office Supplies Fire 163326 113 BUCK,JEFFERY Other Contracted Services Basketball 163327 2,114 BUCK,NATHAN Other Contracted Services Volleyball 163328 160 CAMPUS,LORI Instructor Service Outdoor Center 163329 3,272 CARDIAC SCIENCE CORPORATION Operating Supplies Fire 163330 85 CARVER COUNTY TREASURER Licenses&Taxes WAFTA 163331 570 CEMSTONE PRODUCTS COMPANY Repair&Maint.Supplies Storm Drainage 163332 1,411 CENTERPOINT ENERGY Gas Crestwood Park 163333 150 CENTRAIRE INC Contract Svcs-HVAC Prairie Village Liquor Store 163334 330 CLAREYS INC Safety Supplies Sewer Utility-General 163335 94,736 CM CONSTRUCTION COMPANY INC. Building Fire Station#4 163336 60 COLLEGE FUNDING CONSULTANTS Facility Rentals Community Center Admin 163337 4,408 COLUMBIA WINDOW FILM&GRAPHIC Building Den Road Building 163338 50 COMCAST Dues&Subscriptions City Council 163339 249 COMMUNITY HEALTH CHARITIES United Way Withheld General Fund 163340 410 CORPORATE EXPRESS Office Supplies Fire 163341 1,490 COSTCO Capital Under$2,000 Fire Station#4 163342 132 CRIPE,JACQUELYN V Other Contracted Services Volleyball 163343 76 CULLIGAN BOTTLED WATER Operating Supplies Fire 163344 4,516 DAY DISTRIBUTING Beer Den Road Liquor Store 163345 237 DE LAGE LANDEN FINANCIAL SERVI Other Rentals General 163346 34 DELL Other Hardware Information Technology 163347 531 DIGITAL ENTERTAINMENT INC Contract Svcs-General Bldg Reserve 163348 34 DISH NETWORK Cable TV Community Center Admin 163349 1,305 DIVERSE BUILDING MAINTENANCE Janitor Service Utility Operations-General Check# Amount Vendor/Explanation Account Description Business Unit 163350 7,711 E WEINBERG SUPPLY&EQUIPMENT Other Assets Fire Station#4 163351 1,704 EAGLE WINE COMPANY Wine Domestic Den Road Liquor Store 163352 207 EARL F ANDERSEN INC Operating Supplies Traffic Signs 163353 498 ECOLAB INC Contract Svcs-Pest Control Fire Station#2 163354 7,837 EDEN BLUFFS Other Contracted Services Rehab 163355 680 EDEN PRAIRIE CHAMBER OF COMMER Fire Prevention Supplies Fire 163356 370 EF JOHNSON Equipment Parts Wireless Communication 163357 2,539 EGAN OIL COMPANY Lubricants&Additives Fleet Services 163358 275 EHLERS&ASSOCIATES INC Deposits Escrow 163359 2,280 ELIFEGUARD INC Operating Supplies Riley Lake Beach 163360 150 EMERGENCY APPARATUS MAINTENANC Repair&Maint.Supplies Fire 163361 6,852 ENGINEERING REPRO SYSTEMS Microfilming Service Records Management 163362 3,560 ENVIRONMENTAL PROCESS INC Other Contracted Services Water Distribution 163363 75 ESPRESSO MIDWEST INC Contract Svcs-Plumbing Public Works/Parks 163364 176 EUREKA RECYCLING General Bicycle Program 163365 725 EVANS,DALE Right of Way&Easement Trails Referendum 163366 500 EVERETT LAW LLC Tuition Reimbursement/School Police 163367 73 FACTORY MOTOR PARTS COMPANY Equipment Parts Fleet Services 163368 1,458 FAMILY&CHILDRENS SERVICE Other Contracted Services Housing and Community Service 163369 106 FEDERAL SIGNAL CORPORATION Equipment Parts Fleet Services 163370 5,100 FIRE EQUIPMENT ASSOCIATES INC Small Tools Fire 163371 78 FLYING CLOUD T/S#U70 Waste Disposal Park Maintenance 163372 35 FORCE AMERICA Equipment Parts Fleet Services 163373 325 FRONTIER PRECISION INC Equipment Parts Water System Maintenance 163374 617 G&K SERVICES-MPLS INDUSTRIAL Cleaning Supplies Utility Operations-General 163375 56 GARDEN ROOM FRATELLI'S GARDEN Training Supplies Organizational Services 163376 90 GE CAPITAL Other Rentals General 163377 25 GERLICHER,CONNIE Program Fee Red Hat 163378 238 GERTENS Chemicals Park Maintenance 163379 392 GETTMAN COMPANY Misc Taxable Prairie Village Liquor Store 163380 89 GINA MARIAS INC Operating Supplies Fire 163381 316 GIRLS ON THE RUN Operating Supplies Girls on the Run 163382 426 GOPHER STATE ONE-CALL INC Other Contracted Services Water System Maintenance 163383 108 GRAINGER Repair&Maint.Supplies Water Metering 163384 1,302 GRAPE BEGINNINGS Wine Imported Prairie View Liquor Store 163385 4,782 GRAYBAR Capital Under$2,000 Fire Station#4 163386 321 GREATAMERICA LEASING CORP. Other Rentals General 163387 1,873 GREENSIDE INC Contract Svcs-Snow Removal Fire Station#1 163388 8,954 GRIGGS COOPER&CO Liquor Prairie Village Liquor Store 163389 56 GS DIRECT Operating Supplies Engineering 163390 375 H M CRAGG CO Equipment Repair&Maint Wireless Communication 163391 790 HARMON INC. Contract Svcs-General Bldg Senior Center 163392 20,871 HARTLAND FUEL PRODUCTS LLC Motor Fuels Fleet Services 163393 896 HD SUPPLY WATERWORKS LTD Repair&Maint.Supplies Water Metering 163394 51 HEDDLE,ALLEN Mileage&Parking Information Technology 163395 71 HENNEPIN COUNTY TREASURER Licenses&Taxes Park Maintenance 163396 41 HENNEPIN COUNTY TREASURER Licenses&Taxes Park Maintenance 163397 13 HENNEPIN COUNTY TREASURER Licenses&Taxes Park Maintenance 163398 2,363 HENNEPIN COUNTY TREASURER Licenses&Taxes Park Maintenance 163399 43 HENNEPIN COUNTY TREASURER Licenses&Taxes Park Maintenance 163400 1 HENNEPIN COUNTY TREASURER Licenses&Taxes Park Maintenance 163401 19,266 HENNEPIN COUNTY TREASURER Licenses&Taxes Park Maintenance 163402 81,985 HENNEPIN COUNTY TREASURER Licenses&Taxes Park Maintenance 163403 119 HENNEPIN TECHNICAL COLLEGE Tuition Reimbursement/School Fire 163404 35 HOCHREIN,PAMELA Program Fee Summer Skill Development 163405 70 HOHENSTEINS INC Beer Prairie View Liquor Store 163406 396 HOLMES,JOHN CARTER Other Contracted Services Volleyball 163407 264 HOLMES,TOM Other Contracted Services Softball 163408 1,747 HOME DEPOT CREDIT SERVICES Supplies-General Bldg Community Center Maintenance 163409 30,686 HYDRO METERING TECHNOLOGY INC Equipment Parts Water Metering 163410 30 ICI DULUX PAINT CTRS Operating Supplies Park Maintenance 163411 107 IMAGETECH SERVICES Operating Supplies Engineering 163412 103 IND SCHOOL DIST 272 Operating Supplies Aquatics&Fitness Admin 163413 732 INDUSTRIAL FLOOR MAINTENANCE I Equipment Parts Fleet Services 163414 265 INFRATECH Repair&Maint.Supplies Water System Maintenance Check# Amount Vendor/Explanation Account Description Business Unit 163415 1,605 INTERNATIONAL UNION OF OPERATI Union Dues Withheld General Fund 163416 605 INTERSTATE POWER SYSTEMS INC Equipment Repair&Maint Fleet Services 163417 428 ITS A KEEPER Operating Supplies City Council 163418 5,775 JAB'S GEHRIG&COMPANY Other Contracted Services Trails Referendum 163419 148 JEFFERSON FIRE&SAFETY INC Protective Clothing Fire 163420 100 JENSEN,CAROL E Refunds Environmental Education 163421 100 JEPSEN,MATTHEW Refunds Environmental Education 163422 4,260 JJ TAYLOR DIST OF MN Beer Prairie Village Liquor Store 163423 100 JOBE,PAM Refunds Environmental Education 163425 29,250 JOHNSON BROTHERS LIQUOR CO Transportation Prairie Village Liquor Store 163426 50 JOHNSON,CORRINE Program Fee Red Hat 163427 25 JOHNSON,HARRIET Program Fee Red Hat 163428 79 KEEPERS Clothing&Uniforms Fire 163429 573 KENNEDY,ROXANNE Clothing&Uniforms Ice Show 163430 51 KRUEGER,MARK Operating Supplies Reserves 163431 63 LAB SAFETY SUPPLY INC Repair&Maint.Supplies Water System Maintenance 163432 994 LAKE COUNTRY DOOR LLC Contract Svcs-General Bldg Utility Operations-General 163433 86 LAMETTRYS COLLISION Equipment Repair&Maint Fleet Services 163434 140 LARMEN,ANNETTE Program Fee Outdoor Center 163435 100 LENKER,TIM Refunds Environmental Education 163436 166,897 LOGIS Network Support Information Technology 163437 163 LORENZ,JOYCE Dues&Subscriptions Communication Services 163438 5,564 MARK VII Misc Taxable Prairie Village Liquor Store 163439 35 MCFOA Dues&Subscriptions City Clerk 163440 25 MCMILLAN,DEE Program Fee Red Hat 163441 119 MCWATERS,LORENE Office Supplies City Council 163442 1,250 MEALS ON WHEELS Other Contracted Services Housing and Community Service 163443 484 MENARDS Equipment Parts Sewer System Maintenance 163444 44 METRO ATHLETIC SUPPLY Operating Supplies Park Maintenance 163445 1,646 METRO FIRE Repair&Maint.Supplies Fire 163446 518 METRO SALES INCORPORATED* Other Rentals General 163447 4,575 METROPOLITAN AIRPORTS COMMISSI Safety Supplies Fire 163448 120 MFSCB Operating Supplies Fire 163449 552 MIDWEST COCA COLA BOTTLING COM Misc Taxable Den Road Liquor Store 163450 100 MILLER,CRAIG Refunds Environmental Education 163451 1,415 MINN CHILD SUPPORT PAYMENT CTR Garnishment Withheld General Fund 163452 400 MINNEAPOLIS,CITY OF Tuition Reimbursement/School Police 163453 53 MINNESOTA CONWAY Office Supplies Fire 163454 23 MINNESOTA DEPT OF HEALTH Licenses&Taxes Water System Maintenance 163455 2,672 MINNESOTA HIGHWAY SAFETY&RES Tuition Reimbursement/School Police 163456 100 MINNESOTA KITE SOCIETY Operating Supplies Purgatory Creek Recreation Are 163457 2,400 MINNESOTA RADIOLOGY Safety Supplies Fire 163458 2,664 MINNESOTA UC FUND Unemployment Compensation Organizational Services 163459 254 MINNESOTA VALLEY ELECTRIC COOP Electric Traffic Signals 163460 2,165 MINNESOTA WANNER COMPANY Capital Under$2,000 Fire Station#4 163461 74,547 MOBILE RADIO ENGINEERING INC Capital Under$2,000 Fire Station#4 163462 158 MOTOROLA Equipment Repair&Maint Wireless Communication 163463 689 MTI DISTRIBUTING INC Equipment Parts Fleet Services 163464 299 MUNKELWITZ,STANLEY Right of Way&Easement Trails Referendum 163465 188 MUSCENTE,PAUL Memberships Community Center Admin 163466 169 NCPERS GROUP LIFE INSURANCE Life Insurance EE/ER General Fund 163467 585 NEW FRANCE WINE COMPANY Wine Domestic Den Road Liquor Store 163468 150 NFPA Dues&Subscriptions Fire 163469 100 NICHOLSON,DAVID Refunds Environmental Education 163470 1,486 NORTHERN SAFETY TECHNOLOGY INC Capital Under$2,000 Fleet Services 163471 1,141 NORTHWEST BUSINESS SYSTEMS Capital Under$2,000 Capital Impr./Maint.Fund 163472 147 OFFICE DEPOT CREDIT PLAN Office Supplies Utility Operations-General 163473 80 OLSEN'S EMBROIDERY/COMPANY Recreation Supplies Volleyball 163474 139,849 PARK CONSTRUCTION Improvement Contracts ADC PROJECT 163475 1,270 PARK NICOLLET CLINIC Safety Supplies Fire 163476 2,454 PAUSTIS&SONS COMPANY Wine Imported Den Road Liquor Store 163477 817 PETTY CASH Mileage&Parking Water Distribution 163478 19,871 PHILLIPS WINE AND SPIRITS INC Wine Domestic Prairie View Liquor Store 163479 6 PLYMOUTH,CITY OF Operating Supplies Aquatics&Fitness Admin 163480 366 POMP'S TIRE SERVICE INC Tires Fleet Services Check# Amount Vendor/Explanation Account Description Business Unit 163481 1,286 PRAIRIE ELECTRIC COMPANY Contract Svcs-Electrical Ice Show 163482 15 PRAIRIE LAWN AND GARDEN Equipment Parts Fleet Services 163483 935 PRIOR WINE COMPANY Wine Imported Prairie Village Liquor Store 163484 16 PRIORITY COURIER EXPERTS Equipment Repair&Maint Fleet Services 163485 414 PROP United Way Withheld General Fund 163486 8,110 PROP Refunds CDBG-Public Service 163487 8,000 PROP Other Contracted Services Housing and Community Service 163488 350 PURCHASE POWER Postage General 163489 695 PUSH PEDAL PULL Contract Svcs-Fitness Equip. Reserve 163490 2,593 QUALITY FLOW SYSTEMS INC Other Contracted Services Sewer Liftstation 163491 78 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 163492 13,534 QUALITY WINE&SPIRITS CO Wine Domestic Den Road Liquor Store 163493 2,865 QWEST Pager&Cell Phone Sewer Utility-General 163494 375 RAY,LEE Other Contracted Services Softball 163495 510 REBS MARKETING Other Contracted Services Water Accounting 163496 20 RICHFIELD,CITY OF Autos CIP-Bonds 163497 140 RIDGEVIEW MEDICAL CENTER Other Contracted Services Workers Comp Insurance 163498 63 RIGID HITCH INCORPORATED Equipment Parts Fleet Services 163499 100 RITTER,MARK Refunds Environmental Education 163500 220 SCHARBER&SONS Equipment Parts Fleet Services 163501 38 SHAMROCK GROUP,INC-ACE ICE Misc Non-Taxable Prairie View Liquor Store 163502 48,853 SHORT ELLIOTT HENDRICKSON INC Process Control Services Infiltration/Inflow Study 163503 37 SIGNSOURCE Equipment Parts Fleet Services 163504 9 SILVERNAIL ENTERPRISES LTD Cash Over/Short General Fund 163505 1,304 SIMPLEXGRINNELL LP Contract Svcs-Fire/Life/Safe Reserve 163506 11,414 SOUTH METRO PUBLIC SAFETY TRAI Contract Svcs-General Bldg Public Safety Training Facilit 163507 2,205 SPECIALTY WINES AND BEVERAGES Wine Domestic Prairie View Liquor Store 163508 7,217 ST CROIX ENVIRONMENTAL INC Other Contracted Services Water Treatment Plant 163509 18 STATE OF MINNESOTA Operating Supplies Fleet Services 163510 1,789 STEVE LUCAS PHOTOGRAPHY Operating Supplies Fire 163511 564 STEWART-HESTER,RENEE Other Contracted Services Communication Services 163512 532 STREICHERS Equipment Parts Fleet Services 163513 142 STRUCK,MATT Mileage&Parking Police 163514 942 SUBURBAN CHEVROLET Equipment Parts Fleet Services 163515 460 SUN NEWSPAPERS Legal Notices Publishing City Clerk 163516 146 SUNRISE FIRE PROTECTION Fire Prevention Permits General Fund 163517 115 SUTTON,TERESA Lessons&Classes Pool Lessons 163518 3,000 TEENS ALONE Other Contracted Services Housing and Community Service 163519 1,009 TESSCO Operating Supplies Fire Station#4 163520 357 THE GRAND CAFE/TAHER,INC Miscellaneous City Council 163521 1,068 THERKELSEN,GARY Other Contracted Services Reserve 163522 8,962 THORPE DISTRIBUTING Beer Prairie Village Liquor Store 163523 44 TOLL GAS AND WELDING SUPPLY Operating Supplies Park Maintenance 163524 37,219 TRANS ALARM INC Other Assets Fire Station#4 163525 1,493 TRANSPORT GRAPHICS Repair&Maint.Supplies Fire 163526 751 TWIN CITY FILTER SERVICE INC Supplies-HVAC City Hall-CAM 163527 2,031 UNITED STATES MECHANICAL INC Contract Svcs-Plumbing Park Shelters 163528 340 UNITED WAY United Way Withheld General Fund 163529 980 UNIVERSITY OF MINNESOTA Other Contracted Services Organizational Services 163530 23 UNLIMITED SUPPLIES INC Equipment Parts Fleet Services 163531 68 VERIZON WIRELESS Pager&Cell Phone Fleet Services 163532 9,170 VESSCO INC Machinery&Equipment Water Treatment Plant 163533 180 VINOCOPIA Wine Imported Den Road Liquor Store 163534 25,460 VIRCHOW KRAUSE&COMPANY Other Hardware Capital Impr./Maint.Fund 163535 4,320 WALL TRENDS INC Contract Svcs-Gen.Bldg City Center Operations 163536 200 WERTS,SANDY Petty Cash&Change Funds General Fund 163537 221,000 WEST HENNEPIN AFFORDABLE HOUSI Other Contracted Services Rehab 163538 188 WESTSIDE EQUIPMENT Equipment Repair&Maint Fleet Services 163539 1,676 WINE COMPANY,THE Wine Domestic Prairie View Liquor Store 163540 6,299 WINE MERCHANTS INC Wine Domestic Den Road Liquor Store 163541 1,268 WINE SOURCE INTERNATIONAL Wine Imported Den Road Liquor Store 163542 2,614 WISSOTA SUPPLY COMPANY INC Contract Svcs-General Bldg Reserve 163543 612 WORK CONNECTION,THE Other Contracted Services Park Maintenance 163544 768 WORLD CLASS WINES INC Wine Imported Den Road Liquor Store 163545 70 WURSCHER,STACY Program Fee Summer Skill Development Check# Amount Vendor/Explanation Account Description Business Unit 163546 58,121 XCEL ENERGY Electric Street Lighting 163547 928 ZIEGLER INC Capital Under$2,000 Emergency Preparedness 163548 467 BERQUIST,CHRIS Right of Way&Easement Trails Referendum 163549 379 HOOGENAKKER,KATHLEEN Conference Expense Finance 163550 230 SCOTT COUNTY Deposits Escrow 163551 300 TRILLIUM 3 Other Contracted Services City Council 163552 155 ARNDT,GARY AR Utility Water Enterprise Fund 2,479,547 Grand Total US Bank Purchasing Cards Wire#'s 2682-2690 Payment Date 5/08/2007 Amount Explanation Supplier Account Description Business Unit 950 US-Class for Jim Schlossmacher CORNERHOUSE Tuition Reimbursement/School Police 169 US-Seminar-Street Survival CALIBRE PRESS LLC Tuition Reimbursement/School Police 217 US-Travel-Training for J.Good EXPEDIA Tuition Reimbursement/School Police 338 US-Travel-Training for J.Good EXPEDIA Tuition Reimbursement/School Police 20 US-Agent Fee EXPEDIA Tuition Reimbursement/School Police 20 US-Agent Fee EXPEDIA Tuition Reimbursement/School Police 621 US-Travel-Training Wyffels&M DELTA AIR Tuition Reimbursement/School Police 20 US-Agent Fee DELTA AIR Tuition Reimbursement/School Police -289 US-Cancelled Class POWERPHONE INC Tuition Reimbursement/School Police 43 US-Tuition&Supplies for cour FRANKLIN COVEY Tuition Reimbursement/School Police 235 US-Convention-Lance Brace HOLIDAY INN OF ST.CLOUD Tuition Reimbursement/School Police 10 US-Armor Forensics Certificate THE BACKUP TRAINING CORP Tuition Reimbursement/School Police 10 US-Armor Forensics Certificate THE BACKUP TRAINING CORP Tuition Reimbursement/School Police 15 US-Shrink wrap for CC Bricks MENARDS Operating Supplies Park Maintenance 20 US-Employee Lunch Meeting PANERA BREAD Miscellaneous Communication Services 6 US-Photo-Employee Recog.Event WALMART COMMUNITY Video&Photo Supplies Communication Services 53 US-Thumdrives OFFICE DEPOT CREDIT PLAN Video&Photo Supplies Communication Services 82 US-Cookie Cutters-Fire Women's OFF THE BEATEN PATH Miscellaneous Communication Services 36 US-Boxes-Fire Women's Sery Exp BAGS&BOXES 2 Miscellaneous Communication Services 41 US-Taxi Service-NLC Conference MISCELLANEOUS-CREDIT CARD PURC Travel Expense City Council 998 US-Hotel-NLC Conference THE MAYFLOWER Travel Expense City Council 247 US-Tune-up for Snowmobile ST BONI MOTORSPORTS Equipment Repair&Maint Fleet Services 31 US-CD for Aerobics Classes MUSCLE MIXES MUSIC Operating Supplies Fitness Classes 105 US-Snacks for Girls on the Run WALMART COMMUNITY Operating Supplies Girls on the Run 100 US-Snack Certificates for Coac CUB FOODS EDEN PRAIRIE Operating Supplies Girls on the Run 33 US-Gas-Return from FBI Acadamy BP OIL Tuition Reimbursement/School Police 35 US-Gas-Return from FBI Acadamy PDQ DELI MART Tuition Reimbursement/School Police 76 US-Return from FBI Acadamy HOLIDAY INN Tuition Reimbursement/School Police 9 US-Gas-Return from FBI Acadamy BP OIL Tuition Reimbursement/School Police 31 US-Gas-Return from FBI Acadamy BP OIL Tuition Reimbursement/School Police 23 US-Gas-Return from FBI Acadamy EXXON Tuition Reimbursement/School Police 31 US-Gas-Return from FBI Acadamy SHELL Tuition Reimbursement/School Police 62 US-Return from FBI Acadamy HOLIDAY INNS EXPRESS Tuition Reimbursement/School Police 310 US-Air Fare for FDIC Conferenc EXPEDIA Conference Expense Fire 310 US-Air Fare for FDIC Conferenc EXPEDIA Conference Expense Fire 10 US-Service Fees EXPEDIA Conference Expense Fire 20 US-Service Fees EXPEDIA Conference Expense Fire 375 US-Wome in Fire Service Confer WOMEN IN THE FIRE SERVICE INC Conference Expense Fire 45 US-MNFAC Meeting SWEETWATER GRIL Operating Supplies Fire 190 US-Homeland Security/Emerg.Con DEPARTMENT OF PUBLIC SAFETY Conference Expense Fire 190 US-Homeland Security/Emerg.Con DEPARTMENT OF PUBLIC SAFETY Conference Expense Fire 190 US-Homeland Security/Emerg.Con DEPARTMENT OF PUBLIC SAFETY Conference Expense Fire 190 US-Homeland Security/Emerg.Con DEPARTMENT OF PUBLIC SAFETY Conference Expense Fire 190 US-Homeland Security/Emerg.Con DEPARTMENT OF PUBLIC SAFETY Conference Expense Fire 196 US-CPR Material WORLDPOINT ECC INC Safety Supplies Fire 417 US-Funeral Retiree Family BUCA Operating Supplies Fire 476 US-Equip for Fire Stations FITBUY Safety Supplies Fire 367 US-Equip for Fire Stations FITBUY Safety Supplies Fire 40 US-Equip for Fire Stations FITBUY Safety Supplies Fire 11 US-MNFAC Meeting SWEETWATER GRIL Operating Supplies Fire -106 US-Stand by Fire Crew BUCA Operating Supplies Fire 38 US-Stand by Fire Crew PEI WEI Operating Supplies Fire 14 US-MNFAC Meeting SWEETWATER GRIL Operating Supplies Fire 24 US-Tools MENARDS Small Tools Park Maintenance 25 US-Shop Supplies MENARDS Operating Supplies Park Maintenance 29 US-File Cabinet OFFICE DEPOT CREDIT PLAN Operating Supplies Park Maintenance 17 US-Printer Paper OFFICE DEPOT CREDIT PLAN Operating Supplies Park Maintenance 310 US-Org-Truck,Tool Box,Irrigati SEARS EDEN PRAIRIE Equipment Repair&Maint Park Maintenance -23 US-Return Organizer and Tray SEARS EDEN PRAIRIE Equipment Repair&Maint Park Maintenance 22 US-Small Filing Cabinet SEARS EDEN PRAIRIE Operating Supplies Park Maintenance 94 US-Tools-Operating Supplies MENARDS Repair&Maint.Supplies Park Maintenance 85 US-Pump for Paint Liner MENARDS Equipment Repair&Maint Park Maintenance 8 US-Tool Extension MENARDS Operating Supplies Park Maintenance 51 US-Town Center Guides Meeting ERBERT&GERBERT'S Miscellaneous Community Development Admin. 35 US-Seminar-Creating the Vision URBAN LAND INSTITUTE Conference Expense Community Development Admin. 7 US-Parking for Seminar UNIVERSITY OF MINNESOTA Mileage&Parking Community Development Admin. 61 US-MNSCA Meeting Presentation PANERA BREAD Miscellaneous Community Development Admin. 11 US-Weather Stripping for Mower MENARDS Equipment Repair&Maint Park Maintenance 36 US-Small Tools MENARDS Small Tools Park Maintenance 100 US-Travel Change Fee ORBITZ Travel Expense Organizational Services Amount Explanation Supplier Account Description Business Unit -11 US-Credit MARRIOTT WATERFRONT HOTEL Travel Expense 20-40-15 Energy Conservation 111 US-Water Plant CPR Train.Class DAVANNI'S PIZZA Training Supplies Sewer Utility-General 249 US-PowerPoint Workshop SKILLPATH SEMINARS Conference Expense Human Resources 185 US-Water Plant Training DAVANNI'S PIZZA Training Supplies Records Management 10 US-Bob Lambert's Retirement RAINBOW FOODS INC. Employee Award Organizational Services 2,029 US-Bldg Permit Surcharge DEPT OF LABOR&INDUSTRY Building Surcharge General Fund 330 US-Bldg Permit Surcharge DEPT OF LABOR&INDUSTRY Mechanical Surcharge General Fund 249 US-Bldg Permit Surcharge DEPT OF LABOR&INDUSTRY Plumbing Surcharge General Fund -52 US-Bldg Permit Surcharge DEPT OF LABOR&INDUSTRY Other Revenue General Fund 37 US-Sr Center Kitchen Supplies WALMART COMMUNITY Operating Supplies Senior Board 272 US-Sr Center Linens-Cleaning PILGRIM CLEANERS Safety Supplies Senior Center Operations 62 US-Senior Awareness Seminar BADGE A MINIT Operating Supplies Senior Board 2,000 US-Senior Center Furniture FURNITURE OUTLETS USA Operating Supplies Senior Board 59 US-Senior Center Van Driving T D'AMICO AND SONS Operating Supplies Senior Center Administration 86 US-Concessions OFFICE DEPOT CREDIT PLAN Operating Supplies Concessions 44 US-Ice Show OFFICE DEPOT CREDIT PLAN Operating Supplies Ice Show 86 US-Office Products OFFICE DEPOT CREDIT PLAN Operating Supplies Ice Arena 199 US-Crisis Comm.Seminar KRM INFORMATION SERVICES,INC. Conference Expense Communication Services 210 US-Crisis Comm.Book IABC Miscellaneous Communication Services 199 US-Suppl-CC Signs&Liq St G.O OFFICEMAX CREDIT PLAN Miscellaneous Communication Services 270 US-Council Workshop Food BIAGGI'S RISTORANTE ITALIANO Miscellaneous City Council 157 US-Food MURPHY'S OF D.C. Miscellaneous City Manager 60 US-Airport Shuttle WASHINGTON FLYER TAXI Travel Expense City Manager 35 US-Regist for Esbensen at NLC NATIONAL LEAGUE OF CITIES Conference Expense City Manager 1,018 US-Hotel-NLC Conference OMNI HOTELS Travel Expense City Manager 24 US-Meeting with George Esbense BAKERS'RIBS Miscellaneous City Manager 21 US-Meeting with Mayor Young THE ORIGINAL PANCAKE HOUSE Miscellaneous City Council 33 US-Meeting with R.Reynolds,K.K PASTRAMI JACK'S Miscellaneous City Manager 700 US-Mayor Conf-Phil Young US CONFERENCE OF MAYORS,THE Conference Expense City Council 7 US-Blog TIGER TECHNOLOGIES Software Information Technology 48 US-Metting with K Kurt&J Lor BIAGGI'S RISTORANTE ITALIANO Miscellaneous City Manager 110 US-Water Plant CPR Train.Lunch DAVANNI'S PIZZA Training Supplies Sewer Utility-General 200 US-MCFOA Conference ARROWHEAD RESORT&CONFERENCE Conference Expense City Clerk 33 US-Think Outside the Box Poste ARMA INTERNATIONAL INC. Operating Supplies Records Management 353 US-LMC Conference NORTHWEST AIRLINES Conference Expense City Clerk 53 US-Sand for Sandblasting Bed o MENARDS Equipment Repair&Maint Park Maintenance 84 US-Transplanting Basket-Remova AM LEONARD Landscape Materials/Supp Park Maintenance 70 US-Gas Filters for Stihl Equip A TO Z RENTAL CENTER Equipment Repair&Maint Park Maintenance 55 US-Retirement Acadamy PANERA BREAD Tuition Reimbursement/School Police 119 US-Retirement Acadamy DAVANNI'S PIZZA Tuition Reimbursement/School Police 83 US-Flag MARTIN'S FLAG CO INC Supplies-General Building City Center Operations 83 US-Flag MARTIN'S FLAG CO INC Supplies-General Bldg Utility Operations-General 83 US-Flag MARTIN'S FLAG CO INC Supplies-General Bldg Public Works/Parks 83 US-Flag MARTIN'S FLAG CO INC Supplies-General Bldg Senior Center 83 US-Flag MARTIN'S FLAG CO INC Supplies-General Bldg Fire Station#1 83 US-Flag MARTIN'S FLAG CO INC Supplies-General Bldg Fire Station#2 83 US-Flag MARTIN'S FLAG CO INC Supplies-General Bldg Fire Station#3 25 US-Retirement Acadamy DAVANNI'S PIZZA Tuition Reimbursement/School Police 152 US-Squad Kits/quartermaster WALMART COMMUNITY Equipment Repair&Maint Police 69 US-ASG Conference OFFICEMAX CREDIT PLAN Operating Supplies Police 156 US-ASG Conference CUB FOODS EDEN PRAIRIE Operating Supplies Police 131 US-White cards for membership IDENTISYS Office Supplies Community Center Admin 106 US-Ribbon for card member.prin CDW GOVERNMENT INC. Operating Supplies Community Center Admin 18 US-Sanding Belt MENARDS Operating Supplies Park Maintenance 60 US-Nuts,Bolts,Paint MENARDS Operating Supplies Park Maintenance 40 US-Picnic Table Boards MENARDS Repair&Maint.Supplies Park Maintenance 68 US-Supplies-Migration of Birds TARGET Operating Supplies Outdoor Center 21 US-Food-Migration of Brids Tri CUB FOODS EDEN PRAIRIE Operating Supplies Outdoor Center 69 US-Gas-Migration of Birds Trip ANKENY Operating Supplies Outdoor Center 45 US-Gas-Migration of Birds Trip SHELL Operating Supplies Outdoor Center 179 US-Food-Migration of Brids Tri PERKINS RESTAURANT&BAKERY Operating Supplies Outdoor Center 75 US-Gas-Migration of Birds Trip KB&KS INVESTMENTS Operating Supplies Outdoor Center 207 US-Hotel-Migration of Brids Tr HOLIDAY INNS EXPRESS Operating Supplies Outdoor Center 207 US-Hotel-Migration of Brids Tr HOLIDAY INNS EXPRESS Operating Supplies Outdoor Center 207 US-Hotel-Migration of Birds Tr HOLIDAY INNS EXPRESS Operating Supplies Outdoor Center 207 US-Hotel-Migration of Brids Tr HOLIDAY INNS EXPRESS Operating Supplies Outdoor Center 207 US-Hotel-Migration of Birds Tr HOLIDAY INNS EXPRESS Operating Supplies Outdoor Center 207 US-Hotel-Migration of Birds Tr HOLIDAY INNS EXPRESS Operating Supplies Outdoor Center 207 US-Hotel-Migration of Birds Tr HOLIDAY INNS EXPRESS Operating Supplies Outdoor Center 207 US-Hotel-Migration of Birds Tr HOLIDAY INNS EXPRESS Operating Supplies Outdoor Center 128 US-6 Trash Pickers HOME DEPOT CREDIT SERVICES Operating Supplies Park Maintenance 33 U.S-Disney on Ice Show TARGET CENTER Special Event Fees Special Events&Trips 27 US-Preschool Camp Supplies MICHAELS-THE ARTS&CRAFTS S Operating Supplies Preschool Events 43 US-Soul Fire GINA MARIAS INC Operating Supplies Youth Programs Administration Amount Explanation Supplier Account Description Business Unit 18 US-Preschool Breakfast w/Bunny WALGREEN'S#5080 Operating Supplies Preschool Events 98 US-Breakfast w/Bunny Program ORIENTAL TRADING Operating Supplies Special Events&Trips 7 US-Breakfast with the Bunny MICHAELS-THE ARTS&CRAFTS S Operating Supplies Preschool Events 6 US-Safety Camp Grant Applicati WALGREEN'S#5080 Operating Supplies Youth Programs Administration 52 US-Girls on the Run FLAGHOUSE Recreation Supplies Youth Programs Administration 52 US-Girls on the Run FLAGHOUSE Recreation Supplies Girls on the Run 195 US-Playgrounds/Camps TARGET Waste Blacktop/Concrete Youth Programs Administration 185 US-Preschool Trip MINNESOTA WILD Special Event Fees Special Events&Trips 299 US-Bowling BRUNSWICK BOWLING LANES Special Event Fees Special Events&Trips 64 US-Spring Employee Recognition RAINBOW FOODS INC. Operating Supplies Internal Events 533 US-Spring Employee Recog.Lunch BIAGGI'S RISTORANTE ITALIANO Miscellaneous Internal Events 20 US-Summer Theater TC THEATRE AND FILM Advertising Summer Theatre 325 US-Conference Related to Job KIDS INCLUDED TOGETHER,SAN DI Travel Expense Recreation Administration 14 US-Saturday Night Out P.J.Par WALMART COMMUNITY Operating Supplies Teen Programs 42 US-Saturday Night Out P.J.Par MICHAELS-THE ARTS&CRAFTS S Operating Supplies Teen Programs 21 US-Saturday Night Out P.J.Par PARTY AMERICA Operating Supplies Teen Programs 306 US-Flight to Conference-San Di NORTHWEST AIRLINES Travel Expense Recreation Administration 231 US-Flight to Conference-San Di SUN COUNTRY Travel Expense Recreation Administration -306 US-Cancelled Flight to Confere NORTHWEST AIRLINES Travel Expense Recreation Administration 127 US-Saints Game-Around Town Out ST PAUL SAINTS Special Event Fees Around Town 10 US-Saturday Night Out Program BRUNSWICK BOWLING LANES Operating Supplies Teen Programs 123 US-Saturday Night Out Program BRUNSWICK BOWLING LANES Operating Supplies Teen Programs 391 US-Red Hats Can Coolers HANDY ADVERTISING Operating Supplies Red Hat 22 US-Volunteer Recognition Dinne BAUDVILLE Operating Supplies Classes/Programs/Events 54 US-E-permit Credit Card Proces Software Maintenance Information Technology 806 U.S-Software Software Information Technology 25,949 Grand Total CITY COUNCIL AGENDA DATE: SECTION: Reports of the City Manager May 15, 2007 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV. B. 1. Sue Kotchevar, Office of the 2006 Comprehensive Annual Financial City Manager/Finance Report(CAFR) Requested Action Move to: Accept the 2006 Comprehensive Annual Financial Report (CAFR). Synopsis Minnesota statutes require that by June 30 of each year, the City prepare a financial report for activities of the previous year. This accounting report will be forwarded to the State by that deadline. Preparation of the report is largely the work of the Finance Division. The report is prepared with review by the independent auditing firm of Malloy, Montague, Karnowski, Radosevich, &Co.,P.A. William Lauer, Principal in the accounting firm will make a presentation of the financial report. In general,the City's financial conditions and control procedures are sound. Attachments 2006 CAFR Management Letter Special Purpose Audit Report JET CENTER,INC. aft— //IIE 5/14/07 Scott Neal City Manager City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 (952) 949-8410 Subject: Flying Cloud Airport Dear Mr.Neal, The future of Flying Cloud Airport is very important to me as a business owner,and also to our employees. When I started our company in 1983 we employed less than 10 people. Today our companies"ASI Jet Center, Inc and Modern Aero, Inc."employ over 65 people. Most of these people are heads of their households. In addition to our normal employee tax contributions and income tax,this year we will pay$150,000.00 in personal property taxes. This money helps support Eden Prairie Schools and many other city services. A"Healthy and Safe"Flying Cloud Airport is extremely beneficial to the City of Eden Prairie, and all its citizens. A recent Wilder Foundation economic research study shows that the airport generates more than$80 million dollars annually in economic value to the southwest suburbs and over 700 good paying jobs. We support this project because it makes the airport safer with a longer runway, more modem with upgrades to hangars and facilities, quieter by attracting more modern and quieter aircraft, and makes Eden Prairie even more attractive to area businesses. The proposed project will not allow commercial airlines or freight companies into the airport. It will, however,create an even more positive business environment for Eden Prairie. The airport will help serve many of the key stakeholder companies Eden Prairie is currently known for and needs to have as part of its future community partners. The City of Eden Prairie put a lot of effort into the 2002 Final Agreement with the Metropolitan Airports Commission(MAC) and the business community supports the agreement and the modernization plan. The agreement between the City and the MAC ASI Jet Center, Inc. • 14801 Pioneer Trail • Flying Cloud Field • Eden Prairie, MN 55347 (952) 941-6255 • FAX (952) 941-0791 • Web Site:www.asijetcenter.com acknowledges the MAC's decision to upgrade Flying Cloud Airport and the city's decision not to oppose it. The MAC has controlled the airport and the future of the facility since the 1940's. The "2002 Final Agreement"forged between the MAC and the City of Eden Prairie acknowledges that and includes commitments by the organizations to work together. The MAC wants and needs an improved Flying Cloud Airport as a reliever and will continue to supports an improvement project. We support this project as well and ask that the city either stay true to the agreement signed in 2002 or consider an even more positive position by supporting the modernization plan to the airport and the many businesses and employees who rely on it. Sincerely, )1\01.4_ Timothy P. Ashenfelter President ASI Jet Center, Inc. Modern Aero, Inc. May 15,2007 Presentation to City Council Honorable Mayor and City Council Members Thank you for letting me present to you tonight. My name is Joe Smith and I am General Manager at Elliott Aviation. Elliott is a full-service FBG or aviation company and we have been in business at the airport since 1972. I have been General Manager since 1997. I started serving on the Flying Cloud Airport Advisory Commission in 1997 or 98, including serving as Vice-Chair when Tom Heffelfinger was Chair. Unfortunately,our Commission was ultimately disbanded by the council. I have been involved in airport activities and issues with the city and the community for approximately ten years and have also been active in the Chamber of Commerce. I want to review for a moment how things used to be and how the 2002 "Final agreement"with the City and MAC evolved. First,back in those days I think its fair to say that relationships between the City,the MAC and the business community were strained at best—adversarial is probably a better word. The city was spending hundreds of thousands of dollars trying to figure out how to block any expansion of the airport or for that matter improvement at the airport,MAC was marching to its own beat without keeping the city informed and the business community wasn't engaged. Communication was mostly done through the opinion pages in the local paper where the stake holders editorialized their positions. At the time Joe Stoebner was Chair of the Board for the Chamber and Jean Harris was Mayor of Eden Prairie. In September of 2001 Joe and Mayor Harris met. The Chamber was hopeful that the issues around Flying Cloud could be resolved without going to court and spending hundreds of thousands if not millions of dollars in taxpayer money. Joe offered to set up a meeting with Mayor Harris and Jeff Hamiel,Executive Director of the MAC. They all met again in Joe's office in late September and forged an"Agreement to Begin Discussion." That ultimately led to the"Final Agreement"between the city of Eden Prairie and the MAC in December of 2002. This agreement has served its purpose remarkably well. There is now open dialogue and discussion of the issues. The Flying Cloud Advisory Commission has been reinstated. Stake holders are talking with each other vs. reading each other's editorials. The agreement was signed by elected officials from Eden Prairie. In my opinion questioning the validity of this agreement would be a disservice to alI those who compromised and worked so hard to develop a consensus. There is no question that the council has a difficult task. The airport is a very passionate issue and there are many stake holders who have strong feelings about it. I want to thank the council for exercising leadership on this issue and for continuing to ensure that all parties abide by the existing Final Agreement. To: Mayor and City Council From: Flying Cloud Airport Advisory Commission; Rick King, Chairman ' f Scott A. Kipp, Staff Liaison Date: May 15,2007 EDEN Subject: Revised Helicopter Procedures for Air Methods/Life Link I11 PRAI RI E LIVE•WORif•©REAM Approval of New Arrival and Departure Procedures Responding to a significant number of citizen noise complaints received on helicopter activity at and around the Flying Cloud Airport during the first quarter of this year, the Flying Cloud Airport Advisory Commission fostered a dialog between the Metropolitan Airports Commission, FAA, Air Methods and Life Link III to evaluate the issue. Working together in a mutually cooperative manor including FAA's quick endorsement, new approach and departure procedures were put in place on March 25,2007. The new procedures call for higher altitudes approaching or departing the airport and shifting flight tracks over Staring Lake and the Minnesota River(see attachment 1). Flight Track Monitoring To help evaluate the effectiveness of the newly adopted procedures, MAC obtained helicopter flight track data from the FAA and mapped it for the months of March and April (see attachment 2). The map shows flight tracks prior to the start of the new procedures in red, and after the new procedures in blue. In addition, the red and blue circles represent the number of complaints prior to and after the new procedures were put in place,respectively. From March 1 through March 24, a total of 14 helicopter complaints were logged. From March 25th through April 30th a total of 7 helicopter complaints were logged. MAC will continue to monitor the new procedures over the next few months to verify the effectiveness of the new procedures and number of citizen complaints. Air Methods/Life Link III's new procedures together with its bi-annual training being relocated to an airport south of the metro area is a positive action toward reducing the noise impacts resulting from this important critical care service. Air Methods/Life Link III Services Air Methods is a ground and air medical transportation provider contracted by Life Link III which provides critical care, advanced life support, basic life support, as well as organ donor services. They operate throughout the county and their services are available 24 Mayor and City Council Revised Helicopter Procedures for Air Methods/Life Link III May 15, 2007 Page 2 hours a day, 365 days a year. About 40% of their operations are a due to of some sort of trauma, 30 % involve medical teams, with 10%of fights going direct to an accident site. The critical care services Air Methods/Life Link III provides are very important to this community and the greater metropolitan area and should not be compromised. Attachments 1. Helicopter Noise Abatement Procedures 2. Helicopter Noise Complaints and Flight Track Map March—April 2007 Memorandum DATE: 3-24-07 TO: Air Methods Pilots FROM: Ron Muntifering, Air Methods RE: Noise Abatement Procedures at KFCM In the last couple of weeks, Ray Wilson and I have been working with Scott Skramstad, the Noise Program Coordinator with Metropolitan Airports Commission (MAC) about the noise complaints around the Flying Cloud Airport. We have met with the Flying Cloud Advisory Board and ATC of KFCM. Next month Life Link III and Ray will meet with the Eden Prairie City Council to discuss our policies regarding Noise complaints and tell them about our mission as an EMS provider. As we move forward here there is going to be some very strict guidelines set up on how we fly around the vicinity of Flying Cloud. For now, this is the preliminary of what will be expected of you. If you are not on a "Lifeguard" flight you will be expected to depart and arrive over the river. This will be known as the "River Departure/Arrival". Your direction of flight is not a factor in this case. On arrival, maintain your altitude of 2000 feet until you are on base or final. Try to be over the river by two miles out when arriving and stay over the river for two miles on departure, unless you are arriving or departing to the South. When you are a"Lifeguard"flight, and you are on a team flight, you will still use the River Route to and from Flying Cloud. If you are a"Lifeguard" and you deem necessary to depart or arrive from the north, you should fly to Starring Lake just north of the airport. On arrival maintain your altitude until you are over the lake, on departure try to be at 2000 feet by the time you get to the lake. This will be known as a"Lake Departure/Arrival". As always, Safety,the mission,weather and ATC will be a factor to be considered. We will also follow up with this during our monthly conference call since this will be a work in progress as we finesse the details. Feel free to contact me in the mean time. I appreciate your support and understanding on this critical issue. ASS-CC^ 13:Ce rM 1 Federal Aviation Administration x Flying Cloud ATCT 1 10110 Ryan=CJaud Dri++e ty 1 1 S Y'E A. :.•.. J Ede'Prairie.M)155347 Mesastanduit Date:Mar.2S,2007 To: All Personnel From:James J.Welch,FCM ATCF Subject_ACTION: Lifclink Update Attached, Air Methods,(l if'elink)Memorandum to their pilots to begin executing and requesting routes et FCM_ The consensus is that only four(2 Arriveli2 Departure)routes,Lake and River would be needed et this time. It would allow the pilots to concentrate on the noise abatement portion. The name change from North Star to Lake,will describe the north reuse in and out. River remains the same. The Overhead,as it is now called will be available only an pilot request They will be also be executing these routes during the time that the tower is closed. 6,- — I, • READ aWm. 11N I M 3 DC 4 IN sae rt C 7x t 9111 wa1 11 12 d1E 1= W>R 15 S1. 1i Il!!i 17 f 19 21 CW a3-2e-42007 0e:30 t-5-4.. c' Federal Avian Admir;iatrstion f•fie\ Flying Cloud ATCT i • + 101 l0 Flying Cloud Drive i ) 5*EA. Eden Prairie,PIN 55347 Memorandum Date:Mar.23. 2007 To: All Personnel From:James J. Welch,FCM ATCT Subject:ACTION: Lifelink Helicopter Noise Abatement MAC has advised that the helicopter noise complaints from the Flying Cloud Airport vicinity have increased by 10 times in the last few months. The increase is attributed to the recent addition of Lifelink Helicopters operating out of the Executive complex. Lifelink, has volunteered to do whatever they can to alleviate this problem. A meeting with MAC,Noise Abatement,FCM ATCT,NATCA and Lifelink took place on Mar. 23,and it was decided to implement a route type structure to reduce the flights over noise sensitive areas at lower altitudes. These routes will be evaluated after a period oftirme to determine if any complaint relief has taken placed or shifted to another location. The word is out on the possible runway expansion and some factions in the community are very keen on any items they can use to prevent the expansion from happening. Tbc attached show the egress and ingress routes that may be used or requested. These mutes will be approved when, reeoueated by the pilot for all its,traffic permitting. For those emergency•peaatiaau which will be designated by use of the call sign prefix of Lifegaard the helicopter will be instructed to proceed as requested or cleared for takeoff- These operations will be given priority handling and we will move other traffic accordingly and the noise abatement will be left up to the pilot. When a routine flight calls without the lifeguard prefix he may be asslogl a departure or arrival route based on traffic. When the pilot calls ready for departure kr4ro the Executive tams. That will indicate that he desires to proceed from the ramp. If pilot calls at Executive ready for departure he may also request or be directed to a movement area,e.g. nu way,or taxiway,e.g..D3 or B l.based on traffic, The effort is to help alleviate the noise complaints generated by these operations,by communicating and cooperating with Life/ink and MAC. These procedures will be in effect beginning on Monday,March 26,2007 RIAD i 1r<I11AL. Jim tPi 2M 7DC 4Et' __ attachments ti 12IE 13 i4XT t5SL t[$S IT 1$ 41 yg c.w 03-2e-2097 09:30 PACE3 General Ramp air taxi to D3,B I,or other movement areas proceed via Northstar,River or Overhead Departure Movement Departure Route Cleared for takeoff. Restrictions will be applied to flights(when needed),compatible with runway configuration and traffic. e.g.remain south of taxiway B;remain east of taxiway D,etc. Determlise priority by pilot use of call sign. If Lifet3uatd.l +rity handling is requested and will be given. We will not assign a departure route. If the pilot request or advises he wants a specific route we will approve,traffic permitting. When not invoking the lifeguard call sign.then a specific departure or arrival route may be assigned based on traffic and noise abatement ARRlVA4 LJLOUTES NORTHSTAR,RIVER& OVERHEAD Arrivals will be basically the reverse of the dcparturc routes,in that the pilot on initial contact will be advised to expect(route)arrival and to report(3)miles(direction), when the pilot reports closer to the airport he will then be instructed to execute the requested or assigned arrival route. The inbound helicopter will maintain an altitude of approximately 2000 msl until approximately 3 miles from the airport before he starts to descend. lithe Overhead Arrival is used then the helicopter will not descend below 1500 until south of28LIf OR. if the Lifeguard call sign is used then a direct route will be approved. Remember these procedures are voluntary by Lifclink so be alert for pilot requests other than those addressed in this memo,and provide the best service we can. Lifeliink were very anxious to begin these procedures and declared they may be requesting mutes as soon as possible. We are trying to accommodate by getting this out as soon as possible. If you have any questions please ask Jim,Wes or Warren Thanks for the cooperation. a,y-eel-eaer o u:s1 Ef 714t$4 UGy i RIM I wog • AR(JY L ROUTES (Maintain aprox 2000 msf until instructed to execute arrival route) NORTHSTAR Over Starring Lake then descend direct to HI,D3 or Executive. RIVER Proceed inbound to aprox 3 mi then begirt descent when assigned route Ma Proceed Inbound to Staffing Lake then when assigned de,end to not less than MO ma1 via runway t B until south of 211U10R. South of 28U14R . continue descant direct to BL D3 or Exaautivc. 03-29-2207 00:30 PRGE4 /I\ ! I r\'\ p 1 , 4 [ r p Ro T s NORTHS'TAA Depart to Lake making a high performance climb to 2000marl. Depart SE thin SW climb over the river. 121=111 Depart aouthbound climbing to ]500aasl1 or above turn north overfly=way 36 to Starring Lake then proceed on course Scott Kipp From: Rick.King@thomson.com Sent: Thursday, March 29, 2007 7:53 AM To: gmckewan@mn.rr.com;jharris@rnspmac.erg; Rick.King@thomson.com; Modern Avionics 1; larsenepmn@msn.com; m.michelson[a7fmpcc.corn; Scott Kipp; strattonbr©yahoo.com Subject: Helicopter Noise Follow Up Attachments: faa-memo-3-28-07.pdf; Ncse Abatement KFCM.doc faa-memo-3-28-07. Noise Abatement pdf(139 KB) KFCM.doc(32 K... All, Please see the attached letters. The first from Air Methods to it pilots and the second from the FAA tower chief to the controllers . In both cases you will note that Air Methods and the FAA, with leadership from the MAC, voluntarily and immediately agreed to create and use new approach and departure routes to limit the impact to residents. This is great news and a tribute• to the cooperative attitude demonstrated by the MAC, the FAA and Air Methods, fostered by the Flying Cloud Airport Advisory Commission, for the benefit of the City and its residents. Thanks to all concerned. Regards, Rick 1 :rIIPIWI_....o;i4ohi �� ���� Hopk"tris I��A���yy. -.,'-'- ,i - // /itr/ar � / - Helicopter Tracks mar 1-24 ''`� `` � • 3 �,� ' V ilZ`1 �✓I // %/ 70/iK - Helicopter Tracks Mar 2S-Mr 30 �"` ,�� ��� y %% '4,+'!°�� a/ 46:1 Number of Complaints ® ��w►� /�`;.,,�,2V iOrifl ,/` /f jr i Marl-24 enh' Al \ ,ktk Ar /1 -1 1//..1.441'4% /V/// orz- . 0. liel i rThi k . t 1 .f �• r, , /���/��dI�r .,// , , //+ /� Number of Complaints `�'l40,00,0„,,azw, TJ' /` /� / r1sP /'%/ r / /,>�r/I�.I IJar25-Apr39 Ai, •--,4) _ ,L ,_ ..._,,,,_J./ .,„ ,, .,. , Ile IC./ ,„, / ro....ii, ...hal illIrI.Ampipir% °6411 I i :11 r \ I 1 Ili: II III* illlifillie?1144 :*: 41 I"VI Itb 1 jp c'fr,hassen t S„,:ilieMfriffer,;,,,-4.40:!:40411)041,01,g � / f�Ic . I III/ mr, pAgIAL FA ftr .,MWS/At-----4-•;Ort--0,;641,0 AV ...____ lir 0,iitin ot.: ' Alti-,. ::4--trior-op-iirr oromp I PIONS � `c_ -:, ... .;r.j itf1tIZMt1 iii 10A---1111a0111orift:,,,- 21,.: -;,1,4.40.,„:.„_411. _4601/414 /,• _,:i It �-�• -- . e //J• 44. Air ep �I `�Shakopee / �. jI � 11,100‘.-"Ror4,...i."„,,, ...j*.im Ike, , , , ,i „AM ti,, _./ Arm _...__A . __zatias.3...--,et,--,... .......z.. .._ Helicopter Noise Complaints and Flight Tracks for FCM 4-s March - April 2007 N s,r MAC i 3s c 1 3 3 31000 � fib' I 3 S A RESOLUTION CLARIFYING AND REAFFIRMING THE CITY OF EDEN PRAIRIES OFFICIAL POSITION ON THE PROPOSED EXTENSION OF RUNWAY 9R1271 FROM 3,900 FEET TO 5,000 FEET AND WIDENING OF SAME RUNWAY, RUNWAY 9L/27R FROM 3600 FEET TO 3,900 FEET AND WIDENING OF SAME RUNWAY AND THE CONSTRUCTION OF ADDITIONAL HANGER SPACE AT FLYING CLOUD AIRPORT. Recitals ....Use the same recitals as found in the 2002 Final Agreement with the addition of.... Whereas, MAC and the City of Eden Prairie did sign the Final Agreement concerning Flying Cloud Airport and MAC Ordinance No. 51 between the City of Eden Prairie, Minnesota and the Metropolitan Airports Commission in December, 2002, and Whereas, consistent with Article 4 of the Final Agreement,the City acknowledges that the City and its officials cannot officially oppose the proposed Airport Expansion in any way. Resolution Now therefore, be it resolved that in the interests of and in support of the residents of Eden Prairie: 1) the City of Eden Prairie cannot and will not support or oppose any plans for development at Flying Cloud Airport specifically concerning any administrative or financial support and/or efforts to extend runway 9R127L from approximately 3,900 feet to 5,000 feet and widening of same runway, extending runway 9L/27R from approximately 3,600 feet to 3,900 feet and widening of same runway and the construction of additional hanger space at Flying Cloud Airport. 2) the City of Eden Prairie is officially neutral to the runway and hanger development plans described in the Final Agreement of 2002, and officials of Eden Prairie, in their official capacities,will not act either for or against the runway and hanger development plans described in the Final Agreement of 2002. 3) the City of Eden Prairie, Mayor, Council, Commissions and Officials, acting in their official capacities, will stop all activities which market, advocate, lobby or solicit any administrative or financial support specifically for the runway and hanger development plans described in the Final Agreement of 2002. 4) the Eden Prairie Flying Cloud Airports Advisory Commission will function according to its charter as an oversight group to monitor airport activities and uphold the Final Agreement; this will not include seeking,advocating, marketing, influencing or soliciting administrative assistance, governmental funding or private party funding specifically for the runway and hanger development plans described in the Final Agreement of 2002. 5) Eden Prairie shall not promote, represent or in any way support any third party in promoting the Proposed Airport Expansion described in the Final Agreement of 2002,including without limitation by drafting documents for the purpose of supporting the promotional efforts of such parties. 6) any future Eden Prairie Council's motion to repeal,dismiss or overturn this resolution can be made only after good faith efforts have been made to notify residents of Eden Prairie of the Council's intentions to repeal, dismiss or overturn this resolution and a good faith effort is made by the council to meet and discuss with residents the cities intention to repeal,dismiss or overturn this resolution. 1 The resolution is very specific. It only concerns the proposed runway expansions and the additional hangers proposed for Flying Cloud Airport. These are the issues that Zero Expansion has fought against for almost twenty years. These are the issues that drove the city to start a lawsuit against MAC and then to negotiate the Final Agreement of 2002 with MAC. Why are these issues so important to the residents of Eden Prairie? The proposed runway extensions and the additional hangers have been part of a comprehensive reliever airport plan from MAC for years. It is MAC's hope and their FEIS supports this,that because of the proposed expansion, operations at FCM will increase from their current levels of about 140,000 operations a year—the lowest number of operations since the 60's—to between 250,000 and 300,000 operations a year. That number of operations would have a major impact on the residents living in homes surrounding the airport. That is what MAC is proposing for FCM. • Noise and pollution • MAC essentially wants to double operations at Flying Cloud from about 25 operations per hour to about 54. These numbers assume that the voluntary noise mitigation efforts are observed and that leaves only 15 hours out of a 24 hour day. In a 24 hour day we'd be going from 15 operations per hour to 34 per hour. Noise would obviously increase. • Aviation is not held to the same pollution control standards as other industries and modes of transportation. Airports, in general,are not monitored for pollution except when it is specially requested. Pollution would obviously increase. • Toxic Air Pollution would increase. Airplane and jet exhaust are a hot dish of toxic emissions. • Increased noise and pollution would obviously adversely affect the wellbeing, health and quality-of-life of residents of Eden Prairie. • Property values • The noise and pollution from airports adversely affect property values in the properties surrounding airports. The question is not if it happens but to what extent? • Studies show the effect ranges from 10% of value to 35%of value—depending on the activity at the airport and the value of the home. The more expensive a home the bigger of a percentage impact. For example,while a$300,000 home may receive a 10%or$30,000 hit, a$1 million dollar home in the same vicinity may receive a 25%or$250,000 hit. We have a lot of expensive homes in Eden Prairie. • Security/Safety in regard to intentional threats • With the concerns following 9/11,the airport has not instituted recommended safety procedures yet. An expansion will just aggravate the same concerns and problems. • Safety in regard to the possibility of accidents • Increasing the size of the runways allows for an increase in the size of an aircraft • Commingling aircraft with a wide range of sizes, speeds, abilities and maneuverability at an airport with low traffic shouldn't present any safety problems. • Commingling aircraft with a wide range of sizes, speeds, abilities and maneuverability at an airport with high traffic presents obvious safety problems. • The FAA has expanded buffer zone requirements in recent years because of accidents from aircraft overshooting the runways. Flying Cloud has buffer zone issues now—increasing runway length just aggravates those issues. • The FAA has a new"Pavement Based Ruling"which would nullify the 60,0001b pavement based limit of aircraft at Flying Cloud established in the 2002 Final Agreement. The FAA ruling doesn't allow for discrimination of aircraft because of pavement based limits. Everything else in this overall discussion is essentially a sidebar to this primary point: An expanded and revitalized Flying Cloud Airport is a direct attack on the quality of life of the residents of Eden Prairie. Whether measured by noise and air pollution, safety or diminished property values an expansion will impact Eden Prairie. But,here are some of the other arguments against an expanded FCM airport: • Failed Cost-Benefit Analysis in every analysis except MAC's—see City of Crystals disassembling of the MAC cost-benefit analysis—the Crystal CBA parallels the FCM CBA. • Continual Tax Subsidies—the airport is not self-sufficient • Lack of user fees—the users don't want to ante up to make airport self sufficient • Current users don't want the expansion—they like it the way it is. • Diverted city land—280 acres were taken off the EP tax rolls for this expansion. EP figures show a loss of over$190,000,000 to EP over the 20 year life of the expansion. Here are the arguments against trying to get any money for MAC: • Money for Safety—Safety is not even on MAC's agenda. Tim Anderson has been quoted to effect that not a dime will be spent on safety at the relievers. The Task Force on safety produced a template for safety to be used at Flying Cloud as a showcase for safety measures at General Aviation Airports across the country. Not one recommendation has been implemented. • Money for Hanger Improvement—MAC is a"Super"Landlord. If they wanted the hangers improved they could have done it anytime in the last 40 years by imposing that change on their leaseholders. MAC didn't raise their lease holders' rents for over 30 years from about 1970 to about 2000. MAC won't spend a dime on hanger improvement—they will require their leaseholders to make and pay for their own improvements. And since history shows that MAC has no backbone when it comes to requiring General Aviation to pay their own way, going after money to improve the appearance of the hangers is actually just going after money to give to MAC.