HomeMy WebLinkAboutCity Council - 11/15/2011 AGENDA
CITY COUNCIL WORKSHOP & OPEN PODIUM
TUESDAY,NOVEMBER 15, 2011 CITY CENTER
5:00—6:25 PM, HERITAGE ROOMS
6:30—7:00 PM, COUNCIL CHAMBER
CITY COUNCIL: Mayor Nancy Tyra-Lukens, Council Members Brad Aho, Sherry Butcher
Wickstrom, Kathy Nelson, and Ron Case
CITY STAFF: City Manager Rick Getschow, Police Chief Rob Reynolds, Fire Chief George
Esbensen, Public Works Director Robert Ellis, Community Development Director Janet Jeremiah,
Parks and Recreation Director Jay Lotthammer, Communications Manager Joyce Lorenz, City
Attorney Ric Rosow, and Recorder Lorene McWaters
Workshop-Heritage Room II
I. JOINT MEETING WITH CONSERVATION COMMISSION (5:30-6:00)
II. BUSINESS SURVEY RESULTS (6:00-6:25)
Open Podium - Council Chamber(6:30 p.m.)
III. GARY JOHNSON—UTILITY RATES
IV. ADJOURNMENT
AGENDA
EDEN PRAIRIE CITY COUNCIL MEETING
TUESDAY,NOVEMBER 15, 2011 7:00 PM, CITY CENTER
Council Chamber
8080 Mitchell Road
CITY COUNCIL: Mayor Nancy Tyra-Lukens, Council Members Brad Aho, Sherry Butcher
Wickstrom, Kathy Nelson, and Ron Case
CITY STAFF: City Manager Rick Getschow, Public Works Director Robert Ellis, City Planner
Michael Franzen, Community Development Director Janet Jeremiah, Parks and Recreation
Director Jay Lotthammer, City Attorney Ric Rosow and Council Recorder Jan Curielli
I. CALL THE MEETING TO ORDER
II. PLEDGE OF ALLEGIANCE
III. COUNCIL FORUM INVITATION
IV. PROCLAMATIONS/PRESENTATIONS
A. PROCLAMATION COMMEMORATING THE 70TH ANNIVERSARY OF
CIVIL AIR PATROL
B. UPDATE FROM HENNEPIN COUNTY COMMISSIONER JAN CALLISON
V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS
VI. MINUTES
A. COUNCIL WORKSHOP HELD TUESDAY, OCTOBER 18, 2011
B. CITY COUNCIL MEETING HELD TUESDAY, OCTOBER 18, 2011
VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS
VIII. CONSENT CALENDAR
A. CLERK'S LICENSE LIST
B. PROCLAMATION DESIGNATING NOVEMBER 26 AS SMALL BUSINESS
SATURDAY
C. ADOPT RESOLUTION GRANTING COMCAST INC. A FRANCHISE
EXTENSION TO APRIL 16, 2012
D. APPROVE STATEMENT OF WORK WITH LOGIS AND ADVANCED
UTILITY SYSTEMS FOR DEVELOPMENT AND INTEGRATION OF
UTILITIES DIVISION GIS BASED ASSET AND WORKFLOW
MANAGEMENT SOFTWARE PACKAGE
CITY COUNCIL AGENDA
November 15, 2011
Page 2
E. APPROVE RENEWAL OF AGREEMENT FOR TOWING SERVICES WITH
MATT'S AUTO SERVICE FOR 2012
IX. PUBLIC HEARINGS/MEETINGS
A. VINTAGE 2ND ADDITION by Wooddale Builders, Inc. Request for: Preliminary
Plat of.75 acres into 1 lot. Location: 10605 & 10611 Sonoma Ridge. (Resolution
for Preliminary Plat)
B. VACATION OF DRAINAGE AND UTILITY EASEMENTS LYING OVER,
UNDER AND ACROSS LOT 1 AND 2, BLOCK 1, THE VINTAGE (Resolution)
C. FIRST READING OF ORDINANCE AMENDING CITY CODE SECTION
11.70 RELATING TO COMMERCIAL PUD IDENTIFICATION SIGNS
D. CONDITIONAL USE PERMIT AMENDMENT—SMITH DOUGLAS MORE
HOUSE
X. PAYMENT OF CLAIMS
XI. ORDINANCES AND RESOLUTIONS
A. RESOLUTION APPROVING FINAL PLAT OF VINTAGE 2ND ADDITION
XII. PETITIONS, REQUESTS AND COMMUNICATIONS
XIII. APPOINTMENTS
XIV. REPORTS
A. REPORTS OF COUNCIL MEMBERS
B. REPORT OF CITY MANAGER
1. Adopt Resolution Authorizing Issuance, Awarding Sale, Prescribing
Form and Details and Providing for Payment of$4,400,000 General
Obligation Crossover Refunding Bonds Series 2011C AND Adopt
Resolution Authorizing Issuance,Awarding Sale, Prescribing Form and
Details and Providing for Payment of$1,820,000 General Obligation
Permanent Improvement Revolving Fund Crossover Refunding Bonds,
Series 2011D
C. REPORT OF THE COMMUNITY DEVELOPMENT DIRECTOR
1. Lease Agreement for the Smith-Douglas-More House Dunn Brothers
Coffee Shop
2. Lease Amendment For Encore at Den Road
CITY COUNCIL AGENDA
November 15, 2011
Page 3
D. REPORT OF PARKS AND RECREATION DIRECTOR
E. REPORT OF PUBLIC WORKS DIRECTOR
F. REPORT OF POLICE CHIEF
G. REPORT OF FIRE CHIEF
H. REPORT OF CITY ATTORNEY
XV. OTHER BUSINESS
XVI. ADJOURNMENT
ANNOTATED AGENDA
DATE: November 10, 2011
TO: Mayor and City Council
FROM: Rick Getschow, City Manager
RE: City Council Meeting for Tuesday,November 15, 2011
TUESDAY, NOVEMBER 15, 2011 7:00 PM, COUNCIL CHAMBER
I. CALL THE MEETING TO ORDER
II. PLEDGE OF ALLEGIANCE/COLOR GUARD
III. OPEN PODIUM INVITATION
Open Podium is an opportunity for Eden Prairie residents to address the City Council on
issues related to Eden Prairie city government before each Council meeting, typically the first
and third Tuesday of each month, from 6:30 to 6:55 p.m. in the Council Chamber. If you
wish to speak at Open Podium, please contact the City Manager's office at 952.949.8412 by
noon of the meeting date with your name,phone number and subject matter. If time permits
after scheduled speakers are finished, the Mayor will open the floor to unscheduled speakers.
Open Podium is not recorded or televised. If you have questions about Open Podium, please
contact the City Manager's Office.
IV. PROCLAMATIONS/PRESENTATIONS
A. PROCLAMATION COMMEMORATING THE 70TH ANNIVERSARY OF
CIVIL AIR PATROL
Acting Mayor Ron Case will read the Proclamation. Major Daniel
Jorgenson will accept the proclamation and make brief comments on
behalf of the Viking Composite Squadron, Minnesota Wing of the Civil
Air Patrol.
B. UPDATE FROM HENNEPIN COUNTY COMMISSIONER JAN CALLISON
V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS
MOTION: Move to approve the agenda.
VI. MINUTES
MOTION: Move to approve the following City Council minutes:
A. COUNCIL WORKSHOP HELD TUESDAY, OCTOBER 18, 2011
B. CITY COUNCIL MEETING HELD TUESDAY, OCTOBER 18, 2011
VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS
ANNOTATED AGENDA
November 15,2011
Page 2
VIII. CONSENT CALENDAR
MOTION: Move approval of items A-E on the Consent Calendar.
A. CLERK'S LICENSE LIST
B. PROCLAMATION DESIGNATING NOVEMBER 26 AS SMALL BUSINESS
SATURDAY
C. ADOPT RESOLUTION GRANTING COMCAST INC. A FRANCHISE
EXTENSION TO APRIL 16, 2012
D. APPROVE STATEMENT OF WORK WITH LOGIS AND ADVANCED
UTILITY SYSTEMS FOR DEVELOPMENT AND INTEGRATION OF
UTILITIES DIVISION GIS BASED ASSET AND WORKFLOW
MANAGEMENT SOFTWARE PACKAGE
E. APPROVE RENEWAL OF AGREEMENT FOR TOWING SERVICES WITH
MATT'S AUTO SERVICE FOR 2012
IX. PUBLIC HEARINGS/MEETINGS
A. VINTAGE 2ND ADDITION by Wooddale Builders, Inc. Request for: Preliminary Plat
of.75 acres into 1 lot. Location: 10605 & 10611 Sonoma Ridge. (Resolution for
Preliminary Plat)
Official notice of this public hearing was published in the November 3, 2011,Eden
Prairie News and sent to 49 property owners.
Synopsis: This project is the combination of two existing lots into one lot. The
project meets City code for lot size and setbacks in the R1-13.5 zoning district. The
Drainage and Utility easement will be vacated as part of the project. No Development
Agreement is necessary. The 120-Day Review Period Expires on January 31, 2012.
The Planning Commission voted 6-0 to recommend approval of the project at the
October 24, 2011 meeting.
MOTION: Move to: F M
Ill
• Close the Public Hearing; and
• Adopt the Resolution for Preliminary Plat, combining two lots into
one lot on 0.75 acres 1 A
B. VACATION OF DRAINAGE AND UTILITY EASEMENTS LYING OVER,
UNDER AND ACROSS LOT 1 AND 2, BLOCK 1, THE VINTAGE (Resolution)
Official notice of this public hearing was published in the October 27, 2011,Eden
Prairie News and sent to 46 property owners.
ANNOTATED AGENDA
November 15,2011
Page 3
Synopsis: The Property Owners have requested the vacation of all the drainage and
utility easements to facilitate the plat of The Vintage 2nd Addition for new home
construction. The drainage and utility easements were originally dedicated with the
plat of The Vintage. New drainage and utility easements will be dedicated with the
plat of The Vintage 2nd Addition. The release of the resolution vacating the drainage
and utility easements shall be conditioned on the recording of the plat of The Vintage
2nd Addition.
MOTION: Move to: 1
• Close the public hearing; and
• Adopt the resolution vacating all the drainage and utility easements
lying over, under and across Lot 1 and 2, Block 1, THE VINTAGE
according to the recorded plat thereof, Hennepin County, Minnesota.
C. FIRST READING OF ORDINANCE AMENDING CITY CODE SECTION 11.70
RELATING TO COMMERCIAL PUD IDENTIFICATION SIGNS
Official notice of this public hearing was published in the November 3, 2011,Eden
Prairie News.
Synopsis: The proposed change is to allow a Commercial Planned Unit Development
Area Identification sign to identify the names of individual businesses within the
development provided there are 2 or more contiguous lots in the PUD. The code
currently allows a Planned Unit Development with 3 or more contiguous lots to have a
sign that identifies the development. The sign cannot identify businesses in the
development. The code currently allows a PUD Area Identification sign up to 20 feet
high and 80 square feet. No changes to height and size are proposed. The Planning
Commission voted 6-0 to recommend approval of the code amendment at the October
24, 2011 meeting.
MOTION: Move to:
• Close the Public Hearing; and
• Approve 1st Reading of the Ordinance amending City Code Section
11.70 relating to sign permits, and adopting by reference City Code
Chapter 1 and Sections 2.99 and 11.99 which, among other things,
contain penalty provisions.
D. CONDITIONAL USE PERMIT AMENDMENT—SMITH DOUGLAS MORE
HOUSE
Official notice of this public hearing was published in the November 3, 2011,Eden
Prairie News and sent to 80 property owners.
Synopsis: The amendment is to relocate the 2,700 sq. ft. Outside Use Area to the
north due to the recent expansion of the Dunn Bros. parking lot in that area. This will
shift the Outside Use Area approximately 50 feet to the north of the previous location.
The Conditional Use Permit Amendment will expire December 31, 2017. A
ANNOTATED AGENDA
November 15,2011
Page 4
Certificate of Appropriateness is not required. The Planning Commission voted 6-0
to recommend approval at its October 24, 2011 meeting.
MOTION: Move toml
• Close the Public Hearing; and
• Approve the Conditional Use Permit Amendment for the Smith
Douglas More House
X. PAYMENT OF CLAIMS
XI. ORDINANCES AND RESOLUTIONS
XII. PETITIONS, REQUESTS AND COMMUNICATIONS
XIII. APPOINTMENTS
XIV. REPORTS
A. REPORTS OF COUNCIL MEMBERS
B. REPORT OF CITY MANAGER
1. Adopt Resolution Authorizing Issuance, Awarding Sale,Prescribing Form
and Details and Providing for Payment of$4,400,000 General Obligation
Crossover Refunding Bonds Series 2011C AND Adopt Resolution
Authorizing Issuance,Awarding Sale, Prescribing Form and Details and
Providing for Payment of$1,820,000 General Obligation Permanent
Improvement Revolving Fund Crossover Refunding Bonds, Series 2011D
Synopsis: The purpose of the issuance of the bonds is to refinance two bond
issues to save interest costs. The 2011C bonds will refinance the 2006A bonds
which are part of the 2005 park referendum projects. The 2011D bonds will
refinance the 2005B bonds for the Charleson/212 improvements.
MOTIONS:
Move to: Adopt a resolution authorizing issuance, awarding sale,
prescribing the form and details and providing for the payment of
$4,400,000 general obligation crossover refunding bonds series
2011C.
and
Move to: Adopt a resolution authorizing issuance, awarding sale,
prescribing the form and details and providing for the payment of
$1,820,000 general obligation permanent improvement revolving
fund crossover refunding bonds, series 2011D.
ANNOTATED AGENDA
November 15,2011
Page 5
C. REPORT OF THE COMMUNITY DEVELOPMENT DIRECTOR
1. LEASE AGREEMENT FOR THE SMITH-DOUGLAS-MORE HOUSE
DUNN BROTHERS COFFEE SHOP
Synopsis: The new lease will commence January 1, 2012, and has two
principal changes from the existing lease: the term changes from 3 year to 5
years and the tenant will pay a percentage rent of 6% on gross sales over
$450,000 annually. So if the store performs better over the term of the lease the
tenant will pay more rent to the City.
The store is expected to do about $400,000 in gross sales in 2011, however with
the expanded parking lot completed this year it is likely the sales will increase
in 2012. The gross rent will remain the same,primarily because although the
store is performing reasonably well—the net profit remains low. The basic
terms of the new lease are as follows:
Gross Rent $34,000 (remains the same)
Percentage Rent 6% of sales over$450,000
Lease Term 5 years (2012-2017)
Utilities Tenant
Lawn Care & Snow Removal Tenant
Property Taxes Landlord(30% of rent- $10,200)
NET RENT $23,800
MOTION: Move to: Approve a new lease between the City of Eden
Prairie and Puregrace LLC at the Smith-Douglas-More Property
located at 8107 Eden Prairie Road for a Dunn Bros. coffee store.
2. LEASE AMENDMENT FOR ENCORE AT DEN ROAD
Synopsis: A new lease between the City and Jeneka, LLC was approved by
the City Council October 4, 2011 for an Encore consignment store in 2,530
square feet of space. Over the past few weeks the tenant has been considering
various layout plans for the space and decided it would prefer to lease the
remaining 1,132 square feet of space in the building for a total of 3,662 square
feet at the same rents and terms as the existing lease with one exception: that
they pay 40% less rent for the additional space ($13.80 vs. 23/sf)while they
continue to pay rent at their existing store at another center for a period of 18
months.
After 18 months their rent on the additional space will increase to $23 per
square foot per the rent schedule approved in October. The basic terms of the
new lease are as follows:
ANNOTATED AGENDA
November 15,2011
Page 6
Rent: First Term
Square Rent Per Monthly Annual
Year Months Space Footage Sq.Foot Rent/Sq.Ft. Rent
1 12 Existing 2,530 $23.00 $4,849 $58,182
1* 12 Additional 1,132 $13.80 $1,302 $15,627
Year One $73,809
2 12 Existing 2,530 $23.00 $4,849 $58,182
2* 6 Additional 1,132 $13.80 $1,302 7,813
2* 6 Additional 1,132 $23.00 $2,170 $13,022
Year Two $79,018
3-5 36 Total 3,662 $25.00 $7,629 $91,551
Years Three-Five $274,652
6-7 24 Total 3,662 $27.00 $8,240 $98,875
Years Six-Seven $197,750
Total Rent First Term(Years 1-7) $625,229
Rent: Option Term
Lease Monthly Annual
Year Months Space Sq.Ft Rent/SF Rent Rent
7-10 36 Total 3,662 $29.00 $8,850 $106,199
Total Years 7-10 $318,597
Total Rent First&Option Term $943,825
*For all of Year 1 and the first six months of Year 2,the rent per square foot for 1,132 square
feet of the Total Leasable Area of 3,662 shall be$13.80; for the second six months of Year 2,
the rent per square foot for 1,332 square feet of the Total Leasable Area of 3,662 square feet
shall be$23.00.
Lease Term: 7 years (w/option to renew)
Tenant Improvements: Tenant pays
Tenant Allowance: Landlord provides $21/sf or$74,734
Broker Commissions: $4/square foot on the additional space or$4,528
Landlord Work: Construct demising walls, remove carpet, and
provide electrical service.
Common Area Maintenance: Tenant pays
Property Taxes/Insurance: Tenant Pays
ANNOTATED AGENDA
November 15, 2011
Page 7
MOTION: Move to approve a new lease between the City of Eden
Prairie and Jeneka, LLC for a consignment retail store called Encore at
a City owned commercial property located at 8022 Den Road.
D. REPORT OF PARKS AND RECREATION DIRECTOR
E. REPORT OF PUBLIC WORKS DIRECTOR
F. REPORT OF POLICE CHIEF
G. REPORT OF FIRE CHIEF
H. REPORT OF CITY ATTORNEY
XV. OTHER BUSINESS
XVI. ADJOURNMENT
MOTION: Move to adjourn the City Council meeting.
CITY COUNCIL AGENDA DATE:
SECTION: Proclamations and Presentations November 15, 2011
DEPT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IV.A.
Rick Getschow/City Civil Air Patrol Proclamation
Manager
In addition to providing Color Guard duties for the opening of the City Council meeting,
members of the Viking Composite Squadron, Minnesota Wing of the Civil Air Patrol will be on
hand to accept the proclamation.
Major Daniel Jorgenson will accept the proclamation and make brief comments on behalf of his
organization.
PROCLAMATION
COMMEMORATING THE 70th ANNIVERSARY
OF CIVIL AIR PATROL
WHEREAS,Civil Air Patrol was founded December 1, 1941,by volunteers led by civilian pilots who flew their own planes
at their own expense to support America's efforts in World War II,by flying reconnaissance missions near the country's
coasts to protect cargo ships,especially vital oil tankers,being sunk at an alarming rate;and
WHEREAS,these subchasers played an integral role in the defense of the home front,spotting 143 German submarines,
attacking 57 and sinking two,while directing shore-based fighting units and forcing the German Navy to move further
offshore;and
WHEREAS,President Truman signed Public Law 476 in 1946,making CAP a benevolent,nonprofit organization and,in
1948,the U.S.Congress passed Public Law 557,permanently establishing CAP as the auxiliary of the U. S.Air Force with
the missions of Emergency Services,Cadet Programs and Aerospace Education;and
WHEREAS,the Civil Air Patrol has become one of the nation's premier humanitarian service organizations,saving lives,
finding those who are lost,helping citizens in times of disaster,working to keep America safe,preparing future leaders,
offering aerospace education to inspire our youth and honoring our military;and
WHEREAS,Civil Air Patrol is known worldwide for its emergency services operations,performing vital search and rescue,
disaster relief and other missions for more than 1,600 communities across the 50 states,as well as the nation's capital and
Puerto Rico;and
WHEREAS,Civil Air Patrol has participated in up to 90 percent of the Air Force's inland search and rescue missions;and
WHEREAS,as a disaster relief resource,Civil Air Patrol is often first on the scene,providing aerial photography and
damage assessment to help officials pinpoint critical infrastructure needs as well as ground team support for victims;and
WHEREAS,the aircraft of Civil Air Patrol were the only non-military planes allowed in the skies over the U.S.in the
immediate aftermath of the terrorist attacks in 2001,and CAP has since performed other homeland security missions;and
WHEREAS,the Civil Air Patrol's youth program includes more than 26,500 cadets who benefit from a curriculum that
trains them to be leaders;offers them opportunities for flight;and teaches emergency services techniques; and
WHEREAS,Civil Air Patrol reaches tens of thousands of school-age children with academic programs that stress science,
technology,engineering and math,as well as a drug-free lifestyle;and
WHEREAS,Civil Air Patrol is celebrating 70 years of performing these missions for America.
NOW THEREFORE,be it resolved that the Eden Prairie City Council:
• Honors the men and women who have served and those who continue to serve in the Civil Air Patrol;and
• Names December 1,2011,as Civil Air Patrol Day in the City of Eden Prairie;and
• Transmits a duly authorized and signed copy of this proclamation to Major Daniel Jorgenson,Commander of the
Viking Composite Squadron,Minnesota Wing,Civil Air Patrol
Ron Case,Acting Mayor
City of Eden Prairie
ITEM NO.: VI.A.
UNAPPROVED MINUTES
CITY COUNCIL WORKSHOP & OPEN PODIUM
TUESDAY, OCTOBER 18, 2011 CITY CENTER
5:00—6:25 PM, HERITAGE ROOMS
6:30—7:00 PM, COUNCIL CHAMBER
CITY COUNCIL: Mayor Nancy Tyra-Lukens, Council Members Brad Aho, Sherry Butcher
Wickstrom, Kathy Nelson, and Ron Case
CITY STAFF: City Manager Rick Getschow, Police Chief Rob Reynolds, Fire Chief George
Esbensen, Public Works Director Robert Ellis, Community Development Director Janet Jeremiah,
Parks and Recreation Director Jay Lotthammer, Communications Manager Joyce Lorenz, City
Attorney Ric Rosow, and Recorder Lorene McWaters
Workshop-Heritage Room II
Council Member Butcher Wickstrom was absent.
I. 2012-2013 BUDGET
Presentation
Finance Manager Sue Kotchevar presented an overview of the proposed 2012/2013
budget, including the utility funds, the liquor fund and the general budget. Kotchevar
said in 2009, the City completed its first utility rate study conducted by an outside vendor
(AE2S). The study resulted in implementation of rate adjustments, including a tiered rate
structure that promotes conservation. Kotchevar showed a graphic that illustrates how
much Eden Prairie and other nearby communities pay for utilities. Eden Prairie's rates
were the seventh lowest of 34 cities. Kotchevar noted that for all three utilities (water,
sewer and storm), operating revenues are increasing at a great rate than operating
expenses. She said this is necessary to build up adequate reserves to cover unexpected
expenses (such as the 2010 replacement of the water plant roof for$2 million).
Kotchevar said liquor revenues are budgeted to increase 3 percent in 2012 and in 2013.
Expenditures are budgeted to increase 3.3 percent in 2012 and 2.7 percent in 2013. Profit
of over $1 million each year will be transferred to the capital improvement program.
General Fund revenues are budgeted to increase 4.1 percent in 2012 and 2.8 percent in
2013. Development revenue is expected to continue to be volatile. A 6 percent increase
is budgeted for 2012 and no increase is budgeted for 2013. Parks and Recreation charges
for services continue to grow due to increased activity and fee increases. Other non-tax
revenue sources are not growing. Expenditures are budgeted to increase 3.9 percent in
2012 and 2.7 percent in 2013.
City Council Workshop Minutes
October 18, 2011
Page 2
Kotchevar reviewed details of several areas of general expenditure. Wages are budgeted
to increase 2.55 percent in 2012 and in 2013, including step increases and an additional
police officer. Kotchevar reviewed areas in which employees have participated in cost
savings, including increased health insurance co-pays, a wage freeze in 2010 and
elimination of car allowances. Kotchevar said volunteer wages are budgeted to increase
$140,000 in 2012 and $110,000 in 2013 if the fire duty crew is implemented.
For 2012, the median value home is $326,800. The tax impact for the median value
home would be $6, which represents a .5 percent increase. Apartment buildings would
see an average increase of$1,386, and commercial properties would see between $200
and $612 average increase depending on the value of the property.
Kotchevar also reviewed the City's "rainy day" fund policy. The current policy calls for
15 percent to be set aside for budget stabilization. Staff is recommending that 10 percent
be set aside for emergency purposes and maintenance of the bond rating and 5 percent be
set aside for budget balancing.
Discussion
Council Member Nelson asked if staff knows how much home delivery of groceries,
which includes liquor, is cutting into municipal sales. Kotchevar she does not have data
available on this issue, but she will look into whether or not we can obtain it. City
Manager Rick Getschow noted that liquor store hours are being expanded to better meet
the needs of customers.
Council Member Aho asked how staff determined that the proposed two percent wage
increase is in line with neighboring cities. Sue said the proposal was based on surveys of
other cities. She said she can provide more detailed information for the Council.
Getschow updated the Council on the duty crew initiative. He said that surrounding
communities that have implemented the duty crew have cut their response times by as
much as half.
Council Member Aho asked how the budget stabilization fund will be replenished.
Kotchevar said that would be the result of positive financial performance. Council
Member Case suggested putting the City's policy for use of the budget stabilization fund
into writing so that future City Councils and residents know what this pot of money is
for. He said he is in favor of separating out the rainy day fund as proposed by staff.
Council Member Aho said he is pleased with the level of information staff presented, but
that he will need to dig through it more. He said he is hesitant to approve a two percent
wage increase, and would like more information on how Eden Prairie compares with
other cities. Council Member Nelson was also pleased with the information presented,
City Council Workshop Minutes
October 18, 2011
Page 3
which she said is much more detailed than in the past. She said the proposed increase in
the budget seems reasonable and that staff has prepared a responsible budget. Mayor
Tyra-Lukens said she also likes the level of detail in the document staff prepared.
Council Member Case said he is comfortable with the proposed budget and he also likes
the way the information was presented.
II. REDISTRICTING
City Clerk Kathleen Porta gave an update on redistricting. She said the Legislative
Redistricting Committee submitted their plan to Governor Dayton on May 18, and it was
vetoed on May 19. Five Minnesota Supreme Court Judges were appointed to a Special
Redistricting Panel and have held eight hearings to gather public testimony. The
Legislative plan divides Eden Prairie into three representative districts and two senate
districts. Currently, Eden Prairie has two representative districts and one senate district.
The Legislative plan would combine a portion of Eden Prairie with Chanhassen and
Victoria and a portion with Bloomington. Porta said the Special Redistricting Panel is
accepting written statements until Friday, October 21. Mayor Tyra-Lukens asked the
Council Members if they are interested in weighing in on the proposal. Aho said the
current configuration makes more sense than the proposed map. Case said it appears
under some proposals, Eden Prairie could end up without a representative who lives in
Eden Prairie. Nelson noted Eden Prairie was divided differently in 1992, and that did not
work well for the City. There was general consensus among the Council Members that
staff should draft a letter to the Special Redistricting Panel stating our desire to limit the
number of representative and senate districts in Eden Prairie.
Open Podium - Council Chamber
II. ADJOURNMENT
ITEM NO.: VI.B.
UNAPPROVED MINUTES
EDEN PRAIRIE CITY COUNCIL MEETING
TUESDAY, OCTOBER 18, 2011 7:00 PM, CITY CENTER
Council Chamber
8080 Mitchell Road
CITY COUNCIL: Mayor Nancy Tyra-Lukens, Council Members Brad Aho, Sherry Butcher
Wickstrom, Ron Case, and Kathy Nelson
CITY STAFF: City Manager Rick Getschow, Public Works Director Robert Ellis, Community
Development Director Janet Jeremiah, Parks and Recreation Director Jay Lotthammer, City
Attorney Ric Rosow and Council Recorder Jan Curielli
I. ROLL CALL/CALL THE MEETING TO ORDER
Mayor Tyra-Lukens called the meeting to order at 7:00 PM. Council Member Butcher
Wickstrom was absent.
II. COLOR GUARD /PLEDGE OF ALLEGIANCE
III. OPEN PODIUM INVITATION
IV. PROCLAMATIONS/PRESENTATIONS
V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS
Tyra-Lukens added Item XIV.A.1.
MOTION: Aho moved, seconded by Nelson, to approve the agenda as amended. Motion
carried 4-0.
VI. MINUTES
A. COUNCIL WORKSHOP HELD TUESDAY, OCTOBER 4, 2011
MOTION: Nelson moved, seconded by Case, to approve the minutes of the Council
workshop held Tuesday, October 4, 2011 as published. Motion carried 4-0.
B. CITY COUNCIL MEETING HELD TUESDAY, OCTOBER 4, 2011
MOTION: Case moved, seconded by Aho, to approve the minutes of the City
Council meeting held Tuesday, October 4, 2011 as published. Motion carried 4-0.
VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS
VIII. CONSENT CALENDAR
A. CLERK'S LICENSE LIST
CITY COUNCIL MINUTES
October 18, 2011
Page 2
B. SECOND READING OF ORDINANCE NO. 14-2011 AMENDING CITY CODE
CHAPTERS 2 AND 11 RELATING TO THE BOARD OF ADJUSTMENT AND
APPEALS AND VARIANCES AND ADOPT RESOLUTION NO. 2011-87
APPROVING SUMMARY ORDINANCE
C. ADOPT RESOLUTION NO. 2011-88 APPROVING FINAL PLAT OF GRAND
HAVEN AT MARSH COVE
D. AWARD CONTRACT TO REPLACE HERITAGE ROOMS MOVEABLE
PARTITIONS TO W. L. HALL CO.
E. ADOPT RESOLUTION NO. 2011-89 DECLARING "ABANDONED PROPERTY"
F. APPROVE PLANS AND SPECIFICATIONS AND ORDER ADVERTISEMENT
FOR BIDS FOR STRUCTURAL STRENGTHENING OF THE SALT/SAND
STORAGE FACILITY
G. APPROVE CHANGE ORDER#1 FOR CHEROKEE TRAIL UTILITY
RELOCATION PROJECT
H. APPROVE PROFESSIONAL SERVICES AGREEMENT WITH WENCK
ASSOCIATES FOR DESIGN OF TWO STORMWATER PONDS
I. APPROVE PROFESSIONAL SERVICES AGREEMENT WITH SRF
CONSULTING GROUP FOR FINAL DESIGN SERVICES FOR NORTHERN
SEGMENT OF THE SHADY OAK ROAD IMPROVEMENTS
J. ADOPT RESOLUTION NO. 2011-90 ADVISING DISPOSITION OF TAX
FORFEITED LAND
MOTION: Nelson moved, seconded by Aho, to approve Items A-J on the Consent
Calendar. Motion carried 4-0.
IX. PUBLIC HEARINGS/MEETINGS
A. RESOLUTION NO. 2011-91 APPROVING SPECIAL ASSESSMENTS
Getschow said on an annual basis we have a public hearing and a resolution to
approve miscellaneous special assessments that have been identified throughout the
year. The total amount for this year is $407,354.92, the vast majority of which is
due to the trail project through Bearpath. The other special assessments included
are for trunk and lateral utility assessments and contracted removal assessments. He
said the City Council established the amount to be assessed for this fall's
assessment hearing at its regular meeting on September 20, 2011. The exhibit
listing all the assessments was included in the packet. Official notice of this public
hearing was published in the September 29, 2011,Eden Prairie News.
There were no comments from the audience.
CITY COUNCIL MINUTES
October 18, 2011
Page 3
MOTION: Case moved, seconded by Nelson, to close the public hearing for the
approval of the 2011 special assessments, and to adopt Resolution No. 2011-91
approving all special assessments. Motion carried 4-0.
B. RESOLUTION NO. 2011-92 RELATING TO PROPOSED REFUNDING;
GIVING APPROVAL TO REFUNDING OF CITY'S GENERAL OBLIGATION
BONDS, SERIES 2005C AND GENERAL OBLIGATION BONDS, SERIES
2006A
Getschow said this item is a public hearing relating to the refunding of the City's
General Obligation bonds. The bonds we are discussing tonight are related to the
Community Center. There are some naming rights at the Community Center so a
public hearing is required. This refunding involves two sets of bonds for a potential
savings of$370,000, depending on the actual interest rate. He said the Council will
consider the award of sale for the refunding on November 15. The City has, by
resolution adopted on September 20, 2011, called for a public hearing to be held on
the proposal that the City give approval for purposes of Section 147(f) of the
Internal Revenue Code of 1986, as amended(the "Code"), to the refunding of all or
a portion of the City's outstanding General Obligation Bonds, Series 2005C and
General Obligation Bonds, Series 2006A (the "Refunded Bonds"). The Refunded
Bonds were originally, and the obligations planned to be issued in one or more
series (the "Bonds") are proposed to be issued, in part, to refinance a portion of the
cost of improvements to the City's community center(the "Project"). The Project
is located at 16700 Valley View Road, Eden Prairie, Minnesota 55346. The Project
is expected to be used by the general public, the City and qualified 501(c)(3)
organizations. Official notice of this public hearing was published in the September
29, 2011,Eden Prairie News.
Nelson asked if this will affect the naming rights. Getschow said it does not affect
them, but it does require a public hearing because naming rights exist at the
Community Center.
There were no comments from the audience.
MOTION: Aho moved, seconded by Nelson, to close the public hearing, and to
adopt Resolution No. 2011-92 relating to a proposed refunding, giving approval to
refunding of City's General Obligation Bonds, Series 2005C and General
Obligation Bonds, Series 2006A. Motion carried 4-0.
X. PAYMENT OF CLAIMS
MOTION: Case moved, seconded by Aho, to approve the payment of claims as submitted.
Motion was approved on a roll call vote,with Aho, Case,Nelson, and Tyra-Lukens
voting "aye."
XI. ORDINANCES AND RESOLUTIONS
CITY COUNCIL MINUTES
October 18, 2011
Page 4
XII. PETITIONS, REQUESTS AND COMMUNICATIONS
XIII. APPOINTMENTS
XIV. REPORTS
A. REPORTS OF COUNCIL MEMBERS
1. Southwest Transit Award--Mayor Tyra-Lukens
Tyra-Lukens said last Wednesday she had the opportunity to present an award
to the Operations Team at Southwest Transit. The annual award for
innovations was won for their park-out program. They park buses downtown
after the morning rush hour and shuttle the drivers back and forth rather than
moving the buses back and forth. This cuts down on two dead paths and has
saved Southwest Transit about $165,000 per year in fuel costs.
B. REPORT OF CITY MANAGER
C. REPORT OF THE COMMUNITY DEVELOPMENT DIRECTOR
D. REPORT OF PARKS AND RECREATION DIRECTOR
E. REPORT OF PUBLIC WORKS DIRECTOR
F. REPORT OF POLICE CHIEF
G. REPORT OF FIRE CHIEF
H. REPORT OF CITY ATTORNEY
XV. OTHER BUSINESS
XVI. ADJOURNMENT
MOTION: Case moved, seconded by Aho, to adjourn the meeting. Motion carried 4-0.
Mayor Tyra-Lukens adjourned the meeting at 7:09 PM.
CITY COUNCIL AGENDA DATE:
SECTION: Consent Calendar November 15, 2011
DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.A.
Christy Weigel, Clerk's License Application List
Police/ Support Unit
These licenses have been approved by the department heads responsible for the licensed activity.
Amendment to Liquor License
2AM Closing Permit-Renewal
Leisery Inc
DBA: Brunswick Zone Eden Prairie
12200 Singletree Lane
Raflfe
Organization: Eden Prairie Hockey Association
Place: Eden Prairie Community Center
16700 Valley View Road
Date: February 9, 2012
Private Kennel License
Jamie Stoia
11176 Westwind Drive
- 1 -
CITY COUNCIL AGENDA DATE:
SECTION: Proclamations and Presentations November 15, 2011
DEPT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.B.
Rick Getschow/City Small Business Saturday Proclamation
Manager
Small Business Saturday is a national initiative that marks a day to support the local businesses
that create jobs,boost the economy and preserve neighborhoods around the country.
The inaugural Small Business Saturday was held in 2010 and involved 130 small business
advocate groups, 1.2M Facebook users, public and private organizations, and local governments.
PROCLAMATION
DECLARING NOVEMBER 26,2011,
AS SMALL BUSINESS SATURDAY IN EDEN PRAIRIE
WHEREAS,the City of Eden Prairie believes that small businesses are the backbone of
our economy and the glue that holds communities together; and
WHEREAS, according to the Unites States Small Business Administration, there are
currently 28 million small businesses in the United States and small businesses created 65
percent of net new jobs over the past two decades; and
WHEREAS, 99 percent of U.S. consumers agree it is important to support the small
businesses they value in their communities and 90 percent are willing to pledge to
support for a"Buy Local" small business initiative like Small Business Saturday; and
WHEREAS,the City of Eden Prairie supports our local businesses that create jobs,boost
our local economy and preserve our neighborhoods; and
WHEREAS, advocacy groups and public and private organizations across the country
have endorsed the Saturday after Thanksgiving as Small Business Saturday; and
WHEREAS,residents of our community, and communities across the country, are being
asked to support small businesses and merchants on Small Business Saturday and
throughout the year,
NOW THEREFORE, the City Council of the City of Eden Prairie does hereby proclaim
November 26, 2011 as:
SMALL BUSINESS SATURDAY
Ron Case,Acting Mayor
City of Eden Prairie
CITY COUNCIL AGENDA DATE:
SECTION: Consent Agenda November 15, 2011
DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.C.
Rick Getschow, City Manager Cable Television Franchise Agreement
Extension Resolution
Requested Action
Move to: Adopt the Resolution granting Comcast of Arkansas/Florida/Louisiana/
Minnesota/Mississippi/Tennessee, Inc., a cable television franchise extension to
April 16, 2012.
Synopsis
In 1997 the City of Eden Prairie ("City") granted a Cable Television Franchise ("Franchise")that
is currently held by Comcast. The Franchise is for a period of fifteen years and is due to expire
on or about January 1, 2012. Comcast has requested renewal of the Franchise. The attached
Resolution is needed to provide additional time to complete drafting a new cable franchise
agreement to respond to Comcast's renewal request.
Background Information
The City is one of five member cities of the Southwest Suburban Cable Commission
("Commission")—Edina, Hopkins, Minnetonka and Richfield are the others. In 2010 the
Commission drafted a Needs Assessment report that outlined the future cable-related needs and
interests of each member city for the next franchise term. The Commission also drafted a model
franchise which incorporated those needs. These documents were sent to Comcast for review and
comment.
Throughout 2011 the Comcast negotiation team(Lance Leupold, Emmett Coleman and Steve
Holmes, Esq.) and the Commission negotiation team(Patty Latham, Minnetonka; Steve Devich,
Richfield and Brian Grogan, Esq.)have been engaged in good faith negotiations to reach an
agreement on a new franchise. While the general provisions of the model franchise have been
discussed, the focus of the negotiations have been on public, educational and governmental
("PEG") issues. The PEG issues include: 1) channel capacity; 2) connectivity between schools
and City facilities; 3) equipment/studio needs; and 4) PEG capital funding.
The parties most recently met on September 13, 2011, to review these PEG issues and funding
options. Over the course of the meeting a tentative proposal took shape. While a number of open
issues must still be resolved, the Commission anticipates that franchise renewal negotiations may
be complete sometime during the first quarter of 2012. If negotiations break down, the
Commission will update the City and present alternative options for consideration.
At the last Commission meeting on October 26, 2011, the Commission recommended that each
member city adopt the attached Extension Resolution granting Comcast the right to continue
operating the cable system pursuant to the existing Franchise through April 16, 2012. The
Commission is hopeful that this additional time will allow the parties time to complete renewal
negotiations. Among the tasks to be completed during this extension are: 1) finalize the drafting
of a new franchise; 2)present the franchise to the Commission for a recommendation; 3) allow
each member city time to review and comment on the new franchise; and 4)present the final
franchise document to each member city for review and adoption.
Attachments
Resolution
CITY OF EDEN PRAIRIE
HENNEPIN COUNTY,MINNESOTA
RESOLUTION NO. 2011-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE,
MINNESOTA GRANTING COMCAST OF ARKANSAS/FLORIDA/LOUISIANA/
MINNESOTA/MISSISSIPPI/TENNESSEE, INC.
A FRANCHISE EXTENSION TO APRIL 16, 2012
WHEREAS, effective January 1,1997, the City of Eden Prairie, Minnesota("City") granted a
Cable Television Franchise Agreement("Franchise") to Time Warner Cable, Inc.; and
WHEREAS, the Franchise is currently held by Comcast of Arkansas/Florida/Louisiana/
Minnesota/Mississippi/Tennessee, Inc. ("Comcast"); and
WHEREAS,pursuant to Section 47 U.S.C. §546(a) Comcast provided notification to the City of
Comcast's intent to seek renewal of the Franchise; and
WHEREAS, pursuant to Section 47 U.S.C. § 546(a)the City properly commenced franchise
renewal proceedings; and
WHEREAS, the City and Comcast, pursuant to 47 U.S.C. §546(h), are currently conducting
informal franchise renewal negotiations in an attempt to reach a mutually acceptable terms for
franchise renewal; and
WHEREAS, the City and Comcast are interested in continuing informal renewal negotiations
and desire to extend the current Franchise term from January 2, 2012 to April 16, 2012; and
WHEREAS, both the City and Comcast desire to expressly reserve all of their respective
rights under state and federal law; and
WHEREAS, the City and Comcast continue to be governed by the formal renewal process
pursuant to 47 U.S.C. §546(a-g) and nothing contained herein shall in anyway diminish either
party's rights under the formal renewal process.
NOW, THEREFORE,the City Council of the City of Eden Prairie, Minnesota hereby resolves
as follows:
1. The Franchise is hereby amended by extending the term of the Franchise from
January 2, 2012 through and including April 16, 2012.
2. Except as specifically modified hereby, the Franchise shall remain in full force
and effect.
3. The City and Comcast hereby agree that neither waives any rights either may
have under the Franchise or applicable law.
1
4. This Resolution shall become effective upon the occurrence of both of the
following conditions: (1) The Resolution being passed and adopted by the City
Council of the City of Eden Prairie; and(2) Comcast's acceptance of this
Resolution.
Adopted by the City Council of Eden Prairie, Minnesota, this 15th day of November, 2011.
Ron Case, Acting Mayor
ATTEST:
Kathleen Porta, City Clerk
2
ACCEPTANCE
Comcast of Arkansas/Florida/Louisiana/Minnesota/Mississippi/Tennessee, Inc.
hereby acknowledges the City of Eden Prairie, Minnesota Resolution No. and hereby
accepts the terms,provisions and recitals of the Resolution and agrees to be bound by the
Franchise to the extent consistent with applicable laws.
DATED: , COMCAST OF ARKANSAS/FLORIDA/
LOUISIANA/MINNESOTA/
MISSISSIPPI/TENNESSEE, INC.
By:
Its:
Sworn to before me this
day of , .
Notary Public
3
CITY COUNCIL AGENDA DATE:
SECTION: Consent Calendar November 15, 2011
ITEM NO.: MILD.
DEPARTMENT/DIVISION: ITEM DESCRIPTION:
Approval of Statement of Work from LOGIS and
Rick Wahlen Advanced Utility Systems to Integrate Web
Public Works/Utilities Access to Utility Asset Management Software
Requested Action:
Move to: Approve a Statement of Work with LOGIS and Advanced Utility Systems for the
development and integration of the Utilities Division new GIS based Asset Management and
Workflow Management software package with data maintained and managed by LOGIS in the
amount of$37,800.
Synopsis:
Eden Prairie Utilities purchased asset management software that will link our daily work
performance tasks with our utility billing software and customer account data. Since LOGIS
maintains this historical data in their system, they require a fee to make the information available
to the city's new software, and to allow the city's new software to write data back into the
LOGIS database.
Background Information: In order to provide better customer support and more
comprehensive information to all facets of our water and wastewater utility business, we recently
purchased a software program that reaches out and touches all functions of utility operations.
This software will greatly improve efficiencies in maintenance of water treatment, water
distribution, sewer collection, storm water collection, and customer account support. To
optimize this process, our employees need computer access to customer account information and
the historical record of customer support data. This information is hosted by LOGIS on their
network, and they require a development fee based on a charge of$175 per hour to provide this
information seamlessly to our new software. They also require a fee to ensure our new software
can send new data back to the LOGIS database. LOGIS through it's Advanced Utility Systems
partnership may not release their information to any other party to perform this work.
Staff recommends approval of the attached statement of work, agreeing to accept the fees
required by LOGIS to perform this work. The work will be billed in two phases; Phase I in the
amount of$19,600 and Phase II in the amount of$18,200.
Attachments:
Statement of Work from LOGIS and Advanced Utility Systems
ADVANCED
UTILITY SYSTEMS
a Division of N.Harris Computer Corporation
2235 Sheppard Ave East,Suite 1400
Toronto ON M2J 5B5
Phone(416)496-0149
Fax(416)496-3910
Statement of Work
LOGIS
SOW ID: Work Management Interface
SW ID: AT4618
Date of distribution: November 1, 2011
Distribution: Advanced Utility Systems
Dez Il1yes
Susan Huang
LOGIS
Liz Saari
Pam Kummer
[11
LOGIS
Reference ID:AT4618
ADVANCED
UTILITY SYSTEMS
Statement of Work
LOGIS
Advanced Utility Systems (Advanced) is pleased to provide the following quotation for
providing Professional Services to LOGIS.
This Statement of Work(SOW) is valid for 30 calendar days from the date of issue and
supersedes any previous offers related to services outlined below.
Introduction / purpose
The primary purpose of this Statement of Work (SOW) is to create a web service
interface between ElementsXS (Work Order Management System) and CIS Infinity to
expose customer, account, meter and service order information from CIS Infinity.
Objectives / deliverables
The services to be provided, under this SOW are as follows:
• Develop a new web service to allow ElementsXS API to access customer,
account, meter and service order information residing in the CIS database (Phase
I)
• Phase Ito be delivered week of January 23, 2012
• The new web service will provide support for ElementsXS API to insert meter
related information in the CIS Infinity Utility tables (UTL tables) and post back
the results to the ElementsXS API(Phase II)
• Changes will be made to the Interface Table Synchronization in CIS Infinity to
process the meter related actions and to post back the results to the web service
(Phase II)
• Phase II to be delivered week of June 4, 2012
Assumptions
• Cost inclusive of development, testing and documentation
Costs & time requirements*
The costs related to successfully completing the SOW are estimated to be $19,600.00
USD (112 hours) for Phase I and $18,200.00 USD (104 hours) for Phase II.
[2l
LOGIS
Reference ID:AT4618
ADVANCED
UTILITY SYSTEMS
The time required to successfully complete the SOW is estimated at 216 hours, charged
at a rate of$175.00 USD per hour.
Terms & Conditions
Payment terms
A non-refundable deposit of 50% is due upon the signing of this SOW. The remaining
balance of this SOW will be invoiced monthly on the basis of actual hours of work,
rounded-up to the nearest one (1) hour, to the completion of the objectives/deliverables.
Conditions
The following assumptions have been made to complete the necessary details within this
SOW
• Advanced, under this SOW, will lead and perform the required activities to
implement this SOW;
• The requested changes and the hours quoted include development work. In the
event the scope changes and additional development work is required additional
hours will be required.
• This SOW will be invoiced monthly on the basis of actual hours of work,
rounded-up to the nearest one (1) hour, to the completion of the
objectives/deliverables;
• If advised by Advanced, Client will complete a refresh of their TEST
environment prior to the commencement of work under this SOW;
• Client is responsible to test the outcome of the changes and ensure that Advanced
is promptly advised of any changes that may be required;
• If expenses are incurred by Advanced to provide services outlined in this
statement of work, Advanced staff will be using a meal per diem of$50 per
weekday, and$100 per weekend day or holiday which will be billed to Client, and
will not be required to submit receipts. All other expenses will continue to be
billed on actual-basis (i.e., airfare, hotel, car rental, fuel, mileage, travel time etc.),
and will be required to submit receipts;
• The hours provided within this SOW are estimates only; Client will be advised if
the hours are to exceed the estimate above. Additional work will be charged at the
above noted hourly rate and in minimum increments of one (1) hour for all
SOWs;
• Specified hourly rate pertains only to work performed during Advanced's regular
business hours. If desired by Client, Advanced may execute a portion of this
SOW during extended, weekend or holiday hours at a premium hourly rate of
$350.
• Notice of cancellation of work under this SOW must be received in writing. In
addition to the non-refundable 50% deposit, Client is responsible for the payment
of any/all hours utilized above the 50% threshold, which will be invoiced.
• Except as amended by this SOW, the Master Agreement shall continue
unamended in full force and effect. Each party hereto agrees, acknowledges and
131
LOGIS
Reference ID:AT4618
ADVANCED
UTILITY SYSTEMS
confirms that, except to give meaning and effect to the amendments set forth in
this SOW, the Master Agreement remains in full force and effect, are hereby
ratified and confirmed in all respects and are binding upon the parties thereto and
their successors and permitted assigns. Each party hereto confirms and agrees that
this SOW does not constitute a waiver of any breach of any term, representation,
warranty or condition of the Master Agreement on the part of the other party.
Escalation Process
Several processes may trigger the escalation process, including issue tracking, contract
management, and risk management. This process assumes that prior attempts have been
made to resolve the item and the appropriate parties cannot reach a resolution.
When an item is escalated, the appropriate participants are notified via formal
communication (email, fax, or registered mail), which includes a summary of the
concern/issue and the analysis of each party's position. The participants must be
provided with sufficient time, to review the analysis and concerns prior to scheduling any
resolution meetings.
The levels of escalation and the participants in each level include:
1. Engagement Resource (Technical Specialist, Implementation Specialist,
Application Consultant)
2. Engagement Manager(Project Manager)
3. Engagement Sponsor(Manager of Client Services)
Standard of care/warranty disclaimer
The standard of care applicable to the Professional Consulting/Information Technology
(PC/IT) services arising under this SOW will be the degree of skill and diligence
normally employed by PC/IT consultants performing the same or similar services. No
further warranty of guaranty, expressed or implied, is made with respect to the services
furnished hereunder and all implied warranties are hereby disclaimed including the
warranty of merchantability and fitness for a particular purpose.
[4]
LOGIS
Reference ID:AT4618
ADVANCED
UTILITY SYSTEMS
Authorization
Estimated cost of SOW: $37,800.00
Accepted By:
Nancy Tyra Lukens
Mayor
Signature
Rick Getschow
City Manager
Signature
Date
1SI
LOGIS
Reference ID:AT4618
CITY COUNCIL AGENDA DATE:
SECTION: Consent Calendar November 15, 2011
DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.E.
Police, Lieutenant Morrow Approval of 2012 Towing Services Agreement
Requested Action
Move to: Approve renewal of the Agreement for Towing Services between the City of Eden
Prairie and Matt's Auto Service for 2012.
Synopsis:
This agreement for Towing Services will provide consistency of towing services and costs.
Background Information:
For 46 years Matt's Auto Service (6282 Industrial Drive, Eden Prairie) has been acting as the
official towing agency for the City of Eden Prairie. Matt's Auto Service has consistently
provided the City with quality service. Matt's Auto Service provides towing/impoundment
services for several other local police departments including Minnetonka, Hopkins, Deephaven,
Hennepin County Sheriff, and State Patrol. This is a renewal of the 2011 agreement with minor
changes in fees and charges. The proposed agreement has been reviewed and approved by the
City Attorney.
Attachment:
2012 Agreement for Towing Services
2012
AGREEMENT FOR TOWING SERVICES
THIS AGREEMENT, entered into this 1st day of January, 2012, between the City
of Eden Prairie, Eden Prairie City Offices, 8080 Mitchell Road, Eden Prairie, MN
55344-2230 ("City"), and Matt's Auto Service, Inc., 6282 Industrial Drive, Eden Prairie,
MN 55344 ("Contractor").
In consideration of the mutual covenants contained herein, the City and
Contractor agree as follows:
1. Contractor's Services. The Contractor agrees to provide all services
required by the City for towing of vehicles, as that term is defined in Minn. Stat. §
169.011, Subd. 92. These services shall be provided in accordance with the terms of this
Agreement. The Contractor shall furnish the equipment, personnel, supplies, and
facilities sufficient to fulfill all the terms of this Agreement.
2. Personnel. All drivers provided for the towing vehicles shall be checked
for driver's license and warrants by the City's Police Department prior to their
assignment. Contractor agrees to train all drivers in the proper towing of vehicles
containing hazardous materials in accordance with federal and state laws.
3. Storage Facility. The Contractor shall provide storage facility for towed
vehicles which shall be fenced and locked in a secure manner. The facility shall have
space for no fewer than 150 vehicles and shall be within one mile of the City limits.
4. Operation. No vehicle shall be towed under this Agreement without
specific authorization from an employee or agent of the City. All vehicles shall be
towed, not driven (except when authorized) without damage to the vehicles, to the
storage facility. Contractor shall maintain and provide a telephone answering service 24
hours a day for the purpose of receiving requests for service pursuant to this Agreement,
and provide and maintain mobile radio service with all towing units.
5. Notification of Owner. Upon the deposit of a towed vehicle in the storage
facility, the Contractor shall send, within 72 hours, by certified mail, to the registered
owner a notice specifying the date and place of the tow, the year, make, model, and serial
number of the vehicle towed, if such information can be reasonably obtained, and the
procedure to reclaim the vehicle. A record of this notice shall be retained by the
Contractor.
6. Release. No vehicle shall be released without proper proof of ownership.
Vehicles ordered held by the Police Department shall not be released without written
authorization from said department. Vehicles not kept on a "police hold" shall be
released by the Contractor after obtaining proper proof of ownership and proof of current
insurance coverage if the vehicle is to be driven out of the impound lot. The Contractor
reserves the right to specify the manner of payment for all charges and fees. Contractor
1
agrees to supply personnel and reasonable hours of operation for the release of vehicles.
Minimum hours shall be 8:00 a.m. to 5:00 p.m. Monday through Friday; 10:00 a.m. to
1:00 p.m. Saturdays; and 2:00 p.m. to 3:00 p.m. on Sundays and holidays. Contractor
agrees to provide emergency service beyond those hours at the request of the police
department.
7. Towing and Storage Charges. A 24 hour towing rate schedule for the term
of the agreement for City of Eden Prairie impounded vehicles is:
TOWING RATES-POLICE IMPOUNDS
Impounded vehicles $89.00/115.00
Trailering impounded vehicles (additional) $5 minimum
Accidents $89.00/145.00*
Lowboy& Tractor service $95/hour minimum
Dollies (Additional) $25.00/45.00
Winching (Additional) $45 small truck
$225 big truck*
Semi truck tractors and trailers $100 minimum*
On-scene additional labor charges $25.00/45.00/hour minimum
*additional labor charges may be required depending on the specific equipment or labor
needed at the scene.
STORAGE RATES-POLICE IMPOUNDS
Two wheel motor vehicles, mopeds, $30.00/day
ATV's, and snowmobiles
Other vehicles (ex large trucks) $45.00/day
Inside storage $45.00/day
Tractor-trailers, large trucks $45 - $65/day
Note: (1) Vehicles not able to be towed by conventional means due to unusual
factory or after-market equipment installed will be impounded at the
lowboy and tractor service rate plus additional labor charges which the
Contractor must justify.
Note: (2) Additional labor charges include, but are not limited to, unlocking
vehicles, disconnecting transmission linkages or driveshafts, unusual road
clean up, snow shoveling, any additional equipment needed, and vehicles
located off the main roadways. Labor charges must be justified by the
Contractor.
All towing or storage charges shall be the responsibility of the vehicle owner, except that
(a) public safety vehicles requiring towing within the City of Eden Prairie area shall be
towed without charge to the City, (b) vehicles towed and/or stored in error (at the request
2
of the City) shall be returned to the owner at no charge, (c) Contractor may charge, in its
discretion, a $25 fee for vehicles impounded by the City and abandoned by the owner that
require disposal at the Contractor's expense pursuant to paragraph 10 of this Agreement.
Any such fees charged by the Contractor shall be deducted from the administrative fees
owed by the Contractor pursuant to paragraph 9 of this Agreement.
8. Forfeited Vehicles. Vehicles towed and stored pursuant to
seizure/forfeiture under Minnesota Statutes §§ 609.531 to 609.5318 and §169A.63 shall
be towed and stored at the following rates: Vehicles released within 15 days of the
impound and no longer subject to forfeiture will fall under the procedures and fees
outlined in paragraphs 6 & 7; Vehicles held for forfeiture will be charged a flat fee of
$200.00 for towing and storage for the first 60 days, and $5.00 per day storage beginning
with the 61 St day. These fees would apply to vehicles which were held for forfeiture and
subsequently released back to the registered owner or lien holder after 15 days from the
impound date had passed. Contractor will charge the City of Eden Prairie $12.00 per
vehicle for owner notification and $12.00 per vehicle for Lien Holder notification to
cover staff time and materials related to forfeited vehicles. If the owner/lien holder does
not pick up the vehicle within 30 days of being notified by the contractor by certified
mail to do so, and the vehicle has been stored over 60 days total, the vehicle may then be
subject to the storage rates outlined in paragraph 7, beginning with the 31st day after
receiving such notification. Release of such vehicles shall be governed by Minnesota
Statutes §§609.531 to 609.5318 and §169A.63. Any storage or towing fees paid by the
registered owner, which have already been paid by the City, shall be reimbursed to the
City by the Contractor. A
9. Administrative Fees. The Contractor agrees to pay the City $4.00 for
clerical and administrative expenses for each vehicle referenced in an impound towing
report filed by the Police Department. These fees shall be paid annually, December 31,
of each year for the preceding twelve month period. Vehicles not claimed and destroyed
by the Contractor will be exempt from the administrative fee.
10. Records and Reports. Contractor shall prepare an annual report of all
vehicles towed, stored, released, and still held, in a form acceptable to the City. This
report shall be forwarded to the police department at the same time as payment of the
administrative fees referenced in paragraph 9. The report shall include the reasons why,
if any, vehicles towed have not been released. All records of services provided by the
Contractor pursuant to this agreement shall be available for inspection by the City upon
request.
11. Sales and/or Disposal. When the total of all charges for towing, storage,
and other charges equals or exceeds the value of the vehicle impounded, the Contractor
shall, with the permission of the Chief of Police, sell the vehicle at a sheriffs sale or
otherwise dispose of the vehicle by lawful means. The Chief of Police may authorize the
lawful sale of other vehicles when so requested by the Contractor after proper notification
has been made to the registered owner. The Contractor shall report all transactions of
sale or disposal, including the proceeds received, in the semi-annual report referenced
3
above in paragraph 10. The Contractor shall keep records and prepare an annual
summary report by January 31, 2013, of all losses and profits from the sale or disposal of
vehicles towed pursuant to this agreement.
12. Liability. The Contractor shall be responsible for the loss of, or damage
to, any vehicle, equipment thereon, and contents therein due to the fault of the Contractor
or his agent, from the time he, or his agent, takes custody of the vehicle, whether that be
by signing the receipt for the vehicle or by hooking or hoisting the vehicle. The
Contractor shall be responsible for the safe keeping of personal property, within or on the
vehicle, as identified on the vehicle impound form.
13. Indemnification. The Contractor shall indemnify, hold harmless and
defend the City, its employees and agents from, and against, all claims, damages, losses
and expenses, including attorneys' fees, which the City may suffer or for which it may be
held liable because of bodily injury, including death, or damage to property, including
loss of use, as a result of the fault of the Contractor, its employees, agents or
subcontractors in the breach or performance of this agreement.
14. Insurance. The Contractor shall obtain and maintain liability insurance for
coverage of not less than the following amounts:
Hazardous Load As required by fed/state laws
Worker's Compensation Statutory
Employer's Liability $100,000/$500,000/$100,000
Bodily Injury & $100,000 each occurrence
Property Damage
Fire & Theft $30,000 each occurrence
Garagekeeper Liability $30,000 each occurrence
The insurance shall cover all operations under this Agreement, whether
undertaken by himself, subcontractors or anyone employed or retained by them.
Coverage for bodily injury and property damage shall be written under comprehensive
general and comprehensive automobile liability policy forms, including coverage for all
owned, hired and non-owned motor vehicles. The insurance shall also cover the
indemnification liability set forth in paragraph 13. All insurance policies required by this
requirement shall include a provision that provides that the policy may not be canceled,
terminated, or reduced except upon thirty(30) days written notice to the City.
The insurance company shall deliver to the City certificates of all required
insurance on a form provided by the City, signed by an authorized representative. The
representative shall have in effect errors and omissions coverage in limits of not less than
$100,000 per occurrence and $300,000 aggregate.
15. Non-Discrimination. The Contractor agrees during the life of this
Agreement not to discriminate against any employee, applicant for employment, or other
individual because of race, color, sex, age, creed, national origin, or any other basis
4
prohibited by federal, state or local laws. The Contractor will include a similar provision
in all subcontracts entered into for performance of this Agreement.
16. Subcontractors. The Contractor shall not subcontract all or any portion of
this Agreement without prior written approval of the City, except for assistance in
emergency or unforeseen circumstances. All subcontractors shall be bound by, and
covered by, all terms of this agreement.
17. Agreement Period. This Agreement shall commence on January 1, 2012,
and terminate on January 15, 2013 or upon commencement of a renewal of this
Agreement whichever first occurs. This Agreement may be renewed from year to year
on the same terms and conditions upon the mutual written consent of both City and
Contractor. This agreement may also be terminated by either party upon fifteen (15) days
written notice if the other fails to perform in accordance with the terms of this Agreement
through no fault of the terminating party.
18. Independent Contractor. At all times and for all purposes hereunder, the
Contractor is an independent contractor and not an employee of the City. No statement
herein shall be construed so as to find the Contractor an employee of the City.
19. Compliance with Laws. In providing services pursuant to this Agreement,
the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to
the performance of this Agreement. Any violation shall constitute a material breach of
this agreement and entitle the City to terminate this agreement.
20. Audit. 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 City and either the Legislative Auditor or the State Auditor as
appropriate.
21. Payment to Subcontractors. The Contractor shall pay any Subcontractor
within ten (10) days of the Contractor's receipt of payment from the City for undisputed
services provided by the Subcontractor. The Contractor shall pay interest of one and one-
half percent (1'/2%) 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.
22. Data Practices Act Compliance. The Contractor shall at all times abide by
Minn. Stat. § 13.01 et seq., the Minnesota Government Data Practices Act, to the extent
the same is applicable to data and documents in the possession of the Contractor.
23. Final Payment. The City may withhold from any final payment due the
Contractor such amounts as are incurred or expended by the City on account of the
termination of the Agreement.
5
24. Agreement Review. The contractor reserves the right to renegotiate
certain fees should fuel prices rise significantly during the time frame of this agreement.
25. Whole Agreement. This Agreement embodies the entire agreement
between the parties including all prior understanding and agreements, and may not be
modified, except in writing, signed by all parties.
MATT'S AUTO SERVICE, INC. CITY OF EDEN PRAIRIE
By By
Its Owner Its Mayor
By
Its City Manager
Dated: Dated:
6
CITY COUNCIL AGENDA DATE:
SECTION: Consent Calendar November 15, 2011
DEPARTMENT/DIVISION: ITEM DESCRIPTION: #11-5799 ITEM NO.: VIII.F.
Randy Newton Approve Early Access License
Agreement with United HealthCare
Public Works/Engineering Services.
Requested Action
Move to: Approve Early Access License Agreement with United HealthCare Services.
Synopsis
This Agreement provides the City and its contractors the right to enter a portion of the United
HealthCare Services (UHG)property off of Shady Oak Road for the purpose of investigation and
testing prior to the construction of the Shady Oak Road Improvements
Background Information
The City is currently working on the design of the Shady Oak Road Improvements. In order to
complete the necessary soil testing for the project the City needs access to the United HealthCare
Services (UHG)property. The attached agreement provides the City access to the property and
allows for the testing to be completed in a timely manner.
Attachments
• Early Access License Agreement
EARLY ACCESS LICENSE AGREEMENT
This EARLY ACCESS LICENSE AGREEMENT (this "Agreement"), dated as of
November , 2011 (the "Effective Date"), is entered into by United HealthCare Services,
Inc., a Minnesota corporation as licensor ("United"), and the City of Eden Prairie, Minnesota, a
municipal corporation, as licensee (the "City").
RECITALS:
WHEREAS, United owns that certain parcel of real property (the "Property") located in
Eden Prairie, Hennepin County, Minnesota and as legally described on attached Exhibit A;
WHEREAS, City has provided preliminary approval for United to develop the Property
and United and City intend to enter into a development agreement to provide final approval of
the development(the "Development Plans");
WHEREAS, in order to commence certain road improvements in accordance with the
Development Plans, City desires to enter upon and inspect the area of the Property depicted on
attached Exhibit B (the "License Parcel") prior to the construction of the road improvements;
and
WHEREAS, as an accommodation to City, United is willing to permit City to enter upon
those areas of the License Parcel to conduct such inspections prior to the construction of road
improvements,under the terms and conditions stated herein.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the foregoing, of the mutual promises,
terms and conditions contained herein, and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by United and City, the parties hereto agree
as follows:
1. Grant of License.
(a) Subject to the limitations set forth in this Agreement, United hereby grants
to City and its employees, agents, and contractors a non-exclusive license over, through and
across the License Parcel for the purpose of investigation and testing of the same, including, but
not limited to, soil boring; provided, however, that City shall not conduct any other invasive or
physical sampling or testing of groundwater, building materials or other substances on the
Property without United's prior written consent, which consent shall not be unreasonably
withheld (the "Permitted Activities"). City shall give United at least two (2) business days'
notice specifying the Permitted Activities City plans to conduct on the Property prior to
commencing the Permitted Activities. City shall be responsible for any and all costs related to
the Permitted Activities and shall keep the Property free of any liens arising out of City's
activities on the Property and those if its authorized agents. City shall comply with all applicable
laws, rules, regulations, ordinances and permit conditions relating to the Permitted Activities.
1
4834-7035-1627\1
(b) City agrees to share with United any of the data obtained through the
Permitted Activities conducted by City or its authorized agents on the Property. Promptly after
its receipt thereof, City shall provide United with copies of any and all surveys, assessments and
inspection or invasive investigation reports (including, without limitation, any wetlands surveys,
delineations or determinations) conducted or prepared in connection with the Permitted
Activities.
(c) The City shall perform, or require to be performed, all of work on the
License Parcel as permitted by this License in a commercially reasonable manner that minimizes
interruption of United's business. The City shall not generate, store, transport, treat, dispose of,
release or use any hazardous substances on Property.
(d) All rights to use the Property not specifically granted to City are retained
by United. City's rights granted hereunder are non-exclusive and are expressly subject to
United's rights to use and occupy, and to permit others to use and occupy, the Property for any
purpose not inconsistent with City's rights granted hereunder. City's rights hereunder shall be
exercised so as not to unreasonably interfere with the activities of United or its employees,
agents, representatives, invitees, licensees, contractors and subcontractors, successors and
assigns and tenants.
(e) City shall ensure that its employees, contractors and agents who enter onto
the Property on City's behalf pursuant to this Agreement comply with City's obligations under
the terms of this Agreement.
2. Term. The "Term" of this License commences on the date hereof and
automatically expires upon the earlier of(i) the date on which the City no longer requires access
to the License Parcel to facilitate Permitted Activities; or (ii) the date identified in a written
notice given by United to the City.
3. Restoration. City agrees to exercise due care in the performance of all Permitted
Activities on the Property, and not to unreasonably interfere with United's or any other
authorized party's activities on the Property. Upon the termination of this Agreement, for
whatever reason, City promptly will remove any property, equipment or borings (including
monitoring wells) installed or placed on the Property by City or its authorized agents and restore
the Property to substantially the condition that existed immediately prior to City's entry thereon,
reasonable wear and tear and damage not caused by City excepted. In the event this Agreement
is terminated prior to the removal of the property, equipment or borings (including monitoring
wells) installed or placed on the Property by City or its authorized agents, United shall permit
City or its authorized agents to remove the same and United hereby grants a temporary license
(the "Temporary License") to City to reenter the Property to such an extent and for such period
of time as is reasonably necessary to remove such property and equipment or properly cap such
borings and to repair any damage to the Property caused by the same. This provision shall
survive the termination of this Agreement.
4. Indemnification. City shall indemnify United from all losses, costs, liabilities,
penalties, claims, damages and judgments ("Claims"), including, without limitation, Claims for
injury to or death of persons or damage to property, arising out of, related to or resulting from (a)
2
the activities or operations of City or its employees, contractors or agents, on the Property, (b)
the negligence or willful misconduct of City or its employees, contractors or agents, (c) any
breach or default of this Agreement by City or its employees, contractors or agents, or (d) any
liens filed against the Property arising out of any labor, services, materials, supplies or
equipment furnished or alleged to have been furnished to City or its employees, contractors or
agents. Tort claims or demands against City shall be governed by Minn. Stat. Sec. 466.01 et seq.
Under no circumstances shall City be required to pay on behalf of itself and/or United any
amount in excess of the limits on liability established in Minnesota Statutes Chapter 466
applicable to any one party. The provisions of this Section shall survive the termination of this
Agreement.
5. Insurance.
(a) City shall maintain in full force and effect during the entire term of this
Agreement with financially sound and reputable insurance companies or associations the
following types and amounts of insurance:
i. Commercial Municipal Coverage insurance Form #11 10, with
limits of liability of not less than $1,500,000 per occurrence and $2,000,000 general aggregate
for injuries, losses, claims, or damages to persons or property and contractual liability occurring
in or on the Property; and
ii. Workers' Compensation insurance in compliance with statutory
requirements for all City's employees, and Employer's Liability insurance, including Stop Gap
liability when applicable, with limits of not less than $1,000,000 each accident, $1,000,000
disease-policy limit and $1,000,000 disease-each employee for all City's employees.
(b) United shall be named as additional insured in each of City's policies,
except Workers' Compensation,pertaining to this Agreement.
(c) Upon request, City shall provide to United certificates of insurance
evidencing the insurance required hereunder. Each certificate shall provide that a minimum of
thirty (30) days' prior written notice shall be given to United in the event of cancellation in the
policies. All policies shall be endorsed to provide that there will be no recourse against United
for payment of premium.
6. Confidentiality and Non-Publication. Except as otherwise required by applicable
law or rule and except as may be needed for approval by City, City shall not, and will not permit
any of its respective affiliates, representatives or advisors to, issue or cause the publication of
any press release or make any other public announcement with respect to the transactions or
rights contemplated by this Agreement without the consent of United. Notwithstanding the
foregoing to the contrary, City and United agree that nothing in this Agreement prohibits City
from discussing the Property with third parties (including, without limitation, units of
government having jurisdiction over the Property and contractors performing work on the
Property) on a need-to-know basis as part of City's Permitted Activities under this Agreement.
United shall at all times abide by the Minnesota Government Data Practices Act, Minn. Stat. §
3
13.01, et seq., to the extent that the Act is applicable to data and documents in the hands of
United.
7. Runs with the Land; Recording. This License is not binding upon and does not
inure to the benefit of the parties' respective legal heirs, successors and assigns. This License
does not run with the land. The City shall not record this License, nor a memorandum hereof.
8. Miscellaneous.
(a) This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted successors and assigns.
(b) City shall not assign its rights under this Agreement without the prior
written consent of United. United may freely assign its rights under this Agreement, provided
United gives City at least ten (10) days' prior written notice thereof and the assignee of United's
interest hereunder assumes in writing all the covenants and obligations of United under this
Agreement. No assignment will relieve the assigning party of its obligations under this
Agreement.
(c) Any notice required or permitted under this Agreement shall be in writing
and shall be deemed given if addressed to the party intended to receive the same, at the address
of such party set forth below, (i) when delivered at such address by hand or by nationally
recognized, reputable overnight courier, or (ii) two (2) days after its deposit in the United States
mail as certified mail, return receipt requested. Any party may change its address for the service
of notice by giving notice of such change ten(10) days prior to the effective date of such change.
The attorneys for the respective parties hereto have the authority to send any notice that may be
sent by any party hereto. No notices to United shall be sent to the Property.
[The balance of this page has been left blank intentionally.]
4
If to United: If to City:
United HealthCare Services, Inc. Randy Newton
Lease Administration—MN008-E305 Assistant City Engineer
9900 Bren Road East City of Eden Prairie
Minnetonka, MN 55343 8080 Mitchell Road
Eden Prairie, MN 55344
With a copy to: With a copy to:
Robert J. Olson, Esq. Richard Rosow, Esq.
Dorsey&Whitney LLP Gregerson, Rosow, Johns &Nilan
50 South Sixth Street 650 Third Avenue South
Suite 1500 Suite 1600
Minneapolis, MN 55402-1498 Minneapolis, MN 55402-1498
(d) This Agreement shall be construed in accordance with and governed by
the laws of the State of Minnesota. Each party hereto consents to the jurisdiction of any
appropriate court in the State of Minnesota in the event there is a dispute or disagreement arising
out of this Agreement.
(e) This written Agreement constitutes the complete agreement between the
parties and supersedes any prior oral or written agreements between the parties regarding the
Property. There are no verbal agreements that change this Agreement, and no waiver of any of
its terms will be effective unless in writing executed by the parties. This Agreement may be
modified only by a document in writing executed by all the parties hereto.
(f) This Agreement may be executed in one or more counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and all of which, taken
together, shall constitute one and the same agreement. Facsimile signatures shall be deemed to
have the same full force and effect as original signatures.
(g) Time is of the essence with respect to this Agreement and the respective
time periods set forth herein.
[The balance of this page has been left blank intentionally.]
5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.
UNITED HEALTHCARE SERVICES, INC.
By:
Name:
Title:
CITY OF EDEN PRAIRIE:
By:
Name: Ron Case
Title: Acting Mayor
By:
Name: Rick Getschow
Title: City Manager
[Signature Page to Early Access License Agreement]
EXHIBIT A - LEGAL DESCRIPTIONS
Legal Description
(As per Schedule A of Commitment for Title Insurance from First American Title Insurance Company,
File No.NCS-484487-MPLS dated March 31,2011)
Tract A:
That part of the East 43 acres of the Northwest Quarter of the Northwest Quarter of Section 1,Township
116,Range 22 lying Southwesterly of the Southwesterly right-of-way lines of State Highway No. 62,per
Book 2622 of Deeds,page 255, and its Westerly continuation.
(Torrens Property, Certificate of Title No. 1020665)
Tract B:
Parcel 1:
That part of the following described parcel lying Northerly of a line 393.17 feet Northerly of, as measured
at a right angle,to the South line of the North Half of the Northwest Quarter of Section 1,Township 116,
Range 22:
That part of the Northwest Quarter of the Northwest Quarter of Section 1,Township 116,Range 22 lying
West of a line drawn from a point on the North line of said Northwest Quarter of the Northwest Quarter
distant 282.5 feet East from the Northwest corner of said Northwest Quarter of the Northwest Quarter to a
point on the South line of said Northwest Quarter of the Northwest Quarter distant 282.5 feet East from
the Southwest corner of said Northwest Quarter of the Northwest Quarter;
EXCEPT that part of said tract which lies West of a line drawn 40 feet East of the following described
Line A:
Line A: Beginning at a point on the South line of Section 36,Township 117,Range 22 distant 488.84 feet
Easterly of the Southwest corner of said Section 36;thence run Southerly from said line at an angle of 95
degrees 40 minutes 48 seconds as measured from the West to South for a distance of 1,638.23 feet to the
actual point of beginning of the line to be described;thence deflect to the right 180 degrees for a distance
of 840 feet to a point hereinafter referred to as Point"A",thence continue Northerly for a distance of 200
feet and there terminating.
ALSO EXCEPT that part of the above described tract which lies West of the following described Line B:
Line B: Beginning at Point"A"on the above described Line A;thence run Easterly at right angles to said
Line A for a distance of 40 feet to the actual point of beginning of the line to be described; thence deflect
to the left 88 degrees 34 minutes 04 seconds for a distance of 600 feet and there terminating.
ALSO EXCEPT that part of the above described tract which lies Northerly of a line drawn parallel with
and distant 40 feet Southerly of the following described Line D:
Line D: Beginning at a point on the North line of Section 1,Township 116,Range 22 distant 577.37 feet
Easterly of the Northwest corner of said Section 1;thence run Southwesterly along a curve tangent to said
North line having a radius of 409.26 feet(delta angle 47 degrees 57 minutes 23 seconds)for a distance of
342.55 feet;thence tangent to said curve for a distance of 63.05 feet thence deflect to the right along a
tangential curve having a radius of 286.48 feet(delta angle 42 degrees 15 minutes 00 seconds)for a
distance of 211.25 feet; thence tangent to said curve for a distance of 326.31 feet and there terminating.
Parcel 2:
The North 350 feet of the West 164.15 feet of that part of the Northwest Quarter of the Northwest Quarter
of Section 1,Township 116,Range 22 lying East of a line drawn from a point on the North line of said
Northwest Quarter of the Northwest Quarter distant 282.5 feet East from the Northwest corner of said
A- 1
Northwest Quarter of the Northwest Quarter to a point on the South line of said Northwest Quarter of the
Northwest Quarter distant 282.5 feet East from the Southwest corner of said Northwest Quarter of the
Northwest Quarter;
EXCEPT that part of the above described land lying Northerly of the following described line:
Commencing at a point on the North line of said Northwest Quarter of the Northwest Quarter distant
577.37 feet East from the Northwest corner of said Northwest Quarter of the Northwest Quarter; thence
South,at a right angle to said North line a distance of 40 feet to the point of beginning of the line to be
described;thence Southwesterly a distance of 309.07 feet along a curve which is tangential to a line
parallel with said North line and concave to the Southeast and having a radius of 369.26 feet and a central
angle of 47 degrees 57 minutes 23 seconds;thence Southwesterly,tangent to said curve, a distance of
63.05 feet and there terminating.
Parcel 3:
That part of the following described parcel lying Northerly of a line 393.17 feet Northerly of, as measured
at a right angle to the South line of the North Half of the Northwest Quarter of Section 1,Township 116,
Range 22:
That part of the Northwest Quarter of the Northwest Quarter of Section 1,Township 116,Range 22
described as beginning at a point on the South line of said Northwest Quarter of the Northwest Quarter
distant 282.5 feet East from the Southwest corner of said Northwest Quarter of the Northwest Quarter;
thence East along said South line a distance of 557.5 feet;thence North to a point on the North line of said
Northwest Quarter of the Northwest Quarter distant 840 feet East from the Northwest corner of said
Northwest Quarter of the Northwest Quarter;thence West along said North line to a point 577.37 feet
East from the Northwest corner of said Northwest Quarter of the Northwest Quarter;thence South at a
right angle a distance of 40 feet;thence Southwesterly a distance of 309.07 feet along a curve which is
tangential to a line parallel with said North line and concave to the Southeast and has a radius of 369.26
feet and a central angle of 47 degrees 57 minutes 23 seconds; thence Southwesterly,tangent to said curve
to an intersection with a line drawn North from the point of beginning to a point on the North line of said
Northwest Quarter of the Northwest Quarter distant 282.5 feet East from the Northwest corner of said
Northwest Quarter of the Northwest Quarter;thence South along the last described line to the point of
beginning;
EXCEPT that part of the West 164.15 feet of the above described land lying within the North 350 feet of
said Northwest Quarter of the Northwest Quarter.
Parcel 4
That part of the following described parcel lying Northerly of a line 393.17 feet Northerly of, as measured
at a right angle to the South line of the North Half of the Northwest Quarter of Section 1,Township 116,
Range 22:
That part of the Northwest Quarter of the Northwest Quarter of Section 1,Township 116,Range 22
described as beginning at a point on the North line of said Northwest Quarter of the Northwest Quarter
distant 840 feet East from the Northwest corner of said Northwest Quarter of the Northwest Quarter;
thence South to a point on the South line of said Northwest Quarter of the Northwest Quarter distant 840
feet East from the Southwest corner of said Northwest Quarter of the Northwest Quarter; thence East
along said South line a distance of 30.94 feet,more or less,to the Southwest corner of the East 63 acres of
the North Half of the Northwest Quarter of said Section 1;thence North along the West line of the East 63
acres of said North Half of the Northwest Quarter to the North line of said Northwest Quarter of the
Northwest Quarter; thence West along said North line a distance of 88.53 feet,more or less,to the point
of beginning.
Parcel 5:
That part of the West 20 acres of the East 63 acres of the North Half of the Northwest Quarter, Section 1,
Township 116,Range 22,Hennepin County, State of Minnesota lying Southerly of the Southerly right of
A-2
way line of County Road No. 62, and lying Northerly of a line 393.17 feet Northerly of, as measured at a
right angle to,the South line of the North Half of the Northwest Quarter, said Section 1, according to the
U.S. Government Survey thereof.
Together with a non-exclusive easement(herein the "Private Easement")for roadway purposes over,
under, across and through that part of the South 393.17 feet of the Northwest Quarter of the Northwest
Quarter of Section 1,Township 116,Range 22,Hennepin County,Minnesota, described as follows:
Beginning at the intersection of the North line of said South 393.17 feet and the Easterly right-of-way line
of County Road No. 61 as described in Document No. 970391;thence Easterly along said North line a
distance of 600 feet;thence Southerly at right angles a distance of 60.00 feet;thence Southerly and
Northerly a distance of 188.50 feet along a tangential curve concave to the North having a radius of 60
feet and a central angle of 180 degrees;thence Westerly parallel with said North line to said Easterly
right-of-way line of County Road No. 61; thence Northwesterly along said Easterly right-of-way line to
the point of beginning(herein the"Easement Parcel).
(Parcels 1 through 4 are Torrens Property, Certificate of Title No. 1047852)
(Parcel 5 is Abstract Property)
Tract C:
Outlot A, Opus II 2nd Addition,Hennepin County,Minnesota.
(Torrens Property, Certificate of Title No. 1058489)
Tract D:
The West 8 rods of the East 32 rods of the North 12 rods of the Northeast Quarter of the Northwest
Quarter,except those parts taken for road and highway purposes, Section 1,Township 116,Range 22,
Hennepin County,Minnesota.
(Abstract Property)
A-3
EXHIBIT B
Depiction Of The License Parcel
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CITY COUNCIL AGENDA DATE:
SECTION: Public Hearings November 15, 2011
DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.A.
Community Development/ Vintage 2nd Addition
Planning
Janet Jeremiah/Scott A. Kipp
Requested Action
Move to:
• Close the Public Hearing; and
• Adopt the Resolution for Preliminary Plat, combining two lots into one lot on 0.75 acres
Synopsis
This project is the combination of two existing lots into one lot.
Background Information
The project meets City code for lot size and setbacks in the R1-13.5 zoning district. The
Drainage and Utility easement will be vacated as part of the project.
No Development Agreement is necessary.
The 120-Day Review Period Expires on January 31, 2012.
Planning Commission Recommendation
The Planning Commission voted 6-0 to recommend approval of the project at the October 24,
2011 meeting.
Attachments
1. Resolution for Preliminary Plat
2. Staff Report-October 21, 2011
3. Location Map
4. Land Use Map
5. Zoning Map
6. Aerial photo
7. Planning Commission Minutes Unapproved- October 24, 2011
VINTAGE 2ND ADDITION
CITY OF EDEN PRAIRIE
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 2011-
RESOLUTION APPROVING THE PRELIMINARY PLAT
OF VINTAGE 2ND ADDITION FOR DAVID AND BRENDA DURKEE
BE IT RESOLVED,by the Eden Prairie City Council as follows:
That the preliminary plat of Vintage 2nd Addition by David and Brenda Durkee, stamp dated
October 3, 2011, and consisting of 0.75 acres combining two lots into one lot, a copy of which is
on file at the City Hall, is found to be in conformance with the provisions of the Eden Prairie
Zoning and Platting ordinances, and amendments thereto, and is herein approved.
ADOPTED by the Eden Prairie City Council on the 15th day of November, 2011.
Ron Case, Acting Mayor
ATTEST:
Kathleen Porta, City Clerk
STAFF REPORT
TO: Planning Commission
FROM: Scott A. Kipp, Senior Planner
DATE: October 21, 2011
SUBJECT: Vintage 2nd Addition
APPLICANT: Wooddale Builders
OWNER: David and Brenda Durkee
LOCATION: 10605 and 10611 Sonoma Ridge
120 DAY REVIEW: January 31, 2012
REQUEST: • Preliminary Plat of 0.75 acres into one single family lot.
BACKGROUND
The Comprehensive Guide Plan shows this site as Low Density Residential for up to 2.5 units
per acre. The two existing lots are zoned R1-13.5.
PRELIMINARY PLAT
The preliminary plat combines the existing (17,672 sq. ft. and 15,194 sq. ft.) lots into one lot of
32,866 sq. ft. The proposed house meets the setback requirements for the R1-13.5.
GRADING AND TREE LOSS
No significant trees will be impacted by the development.
DRAINAGE AND UTILITIES
City sewer and water is available to the property.
STAFF RECOMMENDATION
Recommend approval of the following request:
• Preliminary Plat of 0.75 acres into one single family lot.
Staff Report—Vintage 2"d Addition
October 21, 2011
Page 2
This is based on plans stamp dated October 3, 2011, the Staff Report dated October 21, 2011 and
the following conditions:
1. Prior to release of the final plat, the proponent shall:
A. Vacate the underlying common drainage and utility easement between the previous
lots.
B. Submit detailed storm water runoff, utility, and erosion control plans for review and
approval by the City Engineer and Watershed District.
C. Pay all City sewer and water assessment and connection fees.
2. Prior to grading permit issuance, the proponent shall:
A. Notify the City and Watershed District 48 hours in advance of grading.
3. Prior to building permit issuance for the property, the proponent shall:
A. Pay the appropriate cash park fee.
Area Location Map - Vintage 2nd Addition
Address: 10605 and 10611 Sonoma Ridge, Eden Prairie, MN 55347
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Guide Plan - Vintage 2nd Addition
Address: 10605 and 10611 Sonoma Ridge, Eden Prairie, MN 55347
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Rural Residential 0.10 Units/Acre Neighborhood Commercial Streams DATE Approved 03-19-03
DATE Revised 01-07-05
Low Density Residential 0-2.5 Units/Acre Community Commercial Principal Arterial DATE Revised 11-07-05
DATE Revised 02-23-06
Low Density/Public/Open Space - Regional Commercial A Minor Arterial DATE Revised 03-23-06
DATE Revised 06-23-06
11 Medium Density residential 2.5-10 Units/Acre®Town Center B Minor Arterial DATE Revised 12-06-06 E
DATE Revised 03-01-07 EDEN
n Medium Density Residential/Office - Park/Open Space Major Collector DATE Revised 06-01-07
DATE Revised 10-01-07
High Density Residential 10-40 Units/Acre - Public/Quasi-Public Minor Collector DATE Revised 03-01-08
DATE Revised 03-01-09 pRAI RI E
Airport Golf Course
Office - Church/Cemetary uvE0W8RK•0HEAM
2. A Office/Industrial Open Water Date:October 20th,2011
7 / Office/Public/Open Space Right-Of-Way re'"°"is snot
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Zoning Map - Vintage 2nd Addition
Address: 10605 and 10611 Sonoma Ridge, Eden Prairie, MN 55347
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Rural - Regional Commercial Shoreland Management Classifications
R1-44 One Family-44,000 sf.min. TIMII TC-C NE Natural Environment Waters
- R1-22 One Family-22,000 sf min. TC-R
RD Recreational Development Waters
R1-13.5 One Family-13,500 sf min. I.TC-MU • of. 0f E
GD General Development Waters(Creeks Only) EDEN
- R1-9.5 One Family-9,500 sf min. Industrial Park-2 Acre Min, rr�,�/
- RM-6.5 Multi-Family-6.7 U.P.A. max. - Industrial Park- 5 Acre Min.
r//- 100- Year Floodplain
Up dated through approved Ordinances#02-2011 PRA I R I E
- RM-2.5 Multi-Family-17.4 U.P.A. max. - General Industrial-5 Acre Min. ordinance#33-2001(BFi Addition)approved,but not shown on this map edition
Office Public Date:October 20th,2011
In case of discrepancy related to a zoning classification on this zoning map,the Ordinance liVE•w RK•OFEAM
and attached legal aescr peon on file at Eden prawe City Center will prevail.
Neighborhood Commercial Golf Course
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Aerial Map - Vintage 2nd Addition
Address: 10605 and 10611 Sonoma Ridge, Eden Prairie, MN 55347
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UNAPPROVED MINUTES
EDEN PRAIRIE PLANNING COMMISSION
MONDAY, OCTOBER 24, 2011 7:00 P.M., CITY CENTER
Council Chambers
8080 Mitchell Road
COMMISSION MEMBERS: Matt Fyten, John Kirk, Katie Lechelt, Jacob Lee,
Jerry Pitzrick, Kevin Schultz, Jon Stoltz, Travis
Wuttke
STAFF MEMBERS: Michael Franzen, City Planner
Rod Rue, City Engineer
Stu Fox, Manager of Parks and Natural Resources
Julie Krull, Recording Secretary
I. PLEDGE OF ALLEGIANCE—ROLL CALL
Vice Chair Pitzrick called the meeting to order at 7:00 p.m. Stoltz and Wuttke were
absent.
II. APPROVAL OF AGENDA
MOTION by Schultz, seconded by Lee, to approve the agenda. Motion carried 6-0.
III. MINUTES
A. PLANNING COMMISSION MEETING HELD ON OCTOBER 10, 2011
MOTION by Lee, seconded by Schultz, to approve the minutes. Motion carried
5-0. Kirk abstained.
IV. INFORMATIONAL MEETINGS
V. PUBLIC MEETINGS
VI. PUBLIC HEARINGS
A. VINTAGE 2ND ADDITION by Wooddale builders, Inc.
Location: 10611 & 10611 Sonoma Ridge
Request for:
• Preliminary Plat of 0.75 acres into one lot.
EDEN PRAIRIE PLANNING COMMISSION MINUTES
October 24, 2011
Page 2
Steve, from Wooddale Builders and representing the owners, David and Brenda
Durkee, presented the proposal. The project proponent stated both lots were too
small for building on and because of that, they would like to combine them into
one lot. No setback variances will be needed.
Vice Chair Pitzrick asked Franzen to review the staff report. Franzen said this is a
conforming R1-13.5 lot and staff recommendation is for approval.
Vice Chair Pitzrick opened the meeting up for public input. There was no input.
Lechelt asked the project proponent if they had talked with the neighbors and
were there any concerns. The project proponent said they did send out an e-mail
and the feed back he received back was that the neighbors were in favor of it. He
stated it will be an improvement to the neighborhood.
MOTION by Kirk, seconded by Lechelt, to close the public hearing. Motion
carried 6-0.
MOTION by Kirk, seconded by Fyten, to recommend approval of the
Preliminary Plat of 0.75 acres into one lot based on plans stamped dated
September 16, 2011 and the staff report dated October 21, 2011. Motion carried
6-0.
VII. PLANNERS' REPORT
Franzen stated for the November 14 meeting they could have a single family proposal for
the McGraw property.
VIII. MEMBERS' REPORT
IX. CONTINUING BUSINESS
X. NEW BUSINESS
XI. ADJOURNMENT
MOTION by Lee, seconded by Kirk, to adjourn the meeting. Motion carried
6-0.
There being no further business, the meeting was adjourned at 7:19 p.m.
CITY COUNCIL AGENDA DATE:
SECTION: Public Hearing November 15, 2011
DEPARTMENT/DIVISION: ITEM DESCRIPTION: Vacation 11-02 ITEM NO.: IX.B.
Denise Christensen Vacation of All Drainage &Utility
Easements over L1 &L2, Block 1, THE
Public Works/Engineering VINTAGE
Requested Action
Move to:
• Close the public hearing; and
• Adopt the resolution vacating all the drainage and utility easements lying over, under and
across Lot 1 and 2, Block 1, THE VINTAGE according to the recorded plat thereof,
Hennepin County, Minnesota.
Synopsis
The Property Owners have requested the vacation of all the drainage and utility easements to
facilitate the plat of The Vintage 2nd Addition for new home construction.
Background Information
The drainage and utility easements were originally dedicated with the plat of The Vintage. New
drainage and utility easements will be dedicated with the plat of The Vintage 2nd Addition.
The release of the resolution vacating the drainage and utility easements shall be conditioned on
the recording of the plat of The Vintage 2nd Addition.
Attachments
• Resolution
• Location Map
• Site Plan
• Published Notice
• Notification List
CITY OF EDEN PRAIRIE
HENNEPIN COUNTY,MINNESOTA
RESOLUTION NO. 2011-
VACATION OF ALL THE DRAINAGE AND UTILTY EASEMENTS OVER
LOT 1 AND 2,BLOCK 1, THE VINTAGE
VACATION 11-02
WHEREAS, the City of Eden Prairie has (a) certain Drainage and Utility Easements described
as follows:
All of the drainage and utility easements lying over, under and across Lot 1 and 2, Block
1, THE VINTAGE, according to the recorded plat thereof, Hennepin County, Minnesota.
WHEREAS, a Public Hearing was held on November 15, 2011, after due notice was given to
affected property owners and published in accordance with M.S.A. 412.851; and
WHEREAS, the Council has been advised by City Staff that the proposed vacation of the above
described drainage and utility easements has no relationship to the comprehensive municipal
plan; and
WHEREAS, it has been determined that the said drainage and utility easements are not
necessary and have 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 easements described as:
All of the drainage and utility easements lying over, under and across Lot 1 and 2,
Block 1, THE VINTAGE, according to the recorded plat thereof, Hennepin County,
Minnesota.
are hereby vacated.
2. The City Clerk shall prepare a Notice of Completion of Proceedings in accordance with
M.S.A. 412.851.
3. This Resolution is contingent upon and shall not be effective until the Plat of The Vintage
2nd Addition has been recorded with the County Recorder/Registrar of Titles as
applicable. The City Clerk shall not present the Notice of Completion of Proceedings to
the County Auditor or file it with the County Recorder/Registrar of Titles until the Plat is
recorded.
ADOPTED by the Eden Prairie City Council on November 15, 2011.
Ron Case, Acting Mayor
ATTEST:
SEAL
Kathleen Porta, City Clerk
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Iya,u p iA a ' ira,�n o All of the drainage and utility easements over and across Lots 1 and 2, Block 1,as
❑ 11 l n Q Fr dedicated in the plat of The Vintage,Hennepin County, Minnesota.
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VACATION 11-02
NOTICE OF VACATION OF
ALL OF THE DRAINAGE AND UTILITY EASEMENTS OVER,UNDER AND ACROSS LOT
1 AND 2, BLOCK 1, THE VINTAGE
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 November 15, 2011 at
7:00 p.m. to hear all persons present upon the proposed vacation of all the Drainage and Utility
Easements described as follows:
All of the Drainage and Utility Easements lying over, under and across Lot 1 and 2, Block
1, THE VINTAGE, according to the recorded plat thereof, Hennepin County, Minnesota.
By Order of the City Council
Published in the Eden Prairie News on October 27, 2011
NOTIFICATION LIST
VACATION REQUEST 11-02
A copy of the Public Hearing Notice has been sent to owners of the following parcels:
36-116-22-24-0001 36-116-22-31-0015
36-116-22-24-0002 36-116-22-31-0016
36-116-22-24-0003 36-116-22-31-0017
36-116-22-24-0004 36-116-22-31-0018
36-116-22-24-0005 36-116-22-31-0019
36-116-22-24-0006 36-116-22-31-0020
36-116-22-24-0007 36-116-22-31-0021
36-116-22-24-0008 36-116-22-31-0022
36-116-22-24-0009 36-116-22-31-0023
36-116-22-24-0010 36-116-22-31-0024
36-116-22-24-0011 36-116-22-31-0025
36-116-22-24-0012 36-116-22-31-0026
36-116-22-24-0013 36-116-22-31-0029
36-116-22-24-0016 36-116-22-31-0030
36-116-22-24-0033 36-116-22-31-0031
36-116-22-24-0034 36-116-22-31-0032
36-116-22-31-0005 36-116-22-31-0033
36-116-22-31-0007 36-116-22-31-0034
36-116-22-31-0010 36-116-22-31-0035
36-116-22-31-0011 3 6-116-22-31-003 6
36-116-22-31-0012 36-116-22-31-0036
36-116-22-31-0013 36-116-22-31-0037
36-116-22-31-0014 36-116-22-31-0038
A copy of the Public Hearing Notice has been sent to the following Utilities:
CenterPoint Energy
Comcast
Qwest Communications
Xcel Energy
CITY COUNCIL AGENDA DATE:
SECTION: Public Hearings November 15, 2011
DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.C.
Community Development/ City Code Amendment- Commercial Planned
Planning Unit Development Area Identification Sign
Janet Jeremiah
Requested Action
Move to:
• Close the Public Hearing; and
• Approve 1st Reading of the Ordinance amending City Code Section 11.70 relating to
sign permits, and adopting by reference City Code Chapter 1 and Sections 2.99 and
11.99 which, among other things, contain penalty provisions.
Synopsis
The proposed change is to allow a Commercial Planned Unit Development Area Identification
sign to identify the names of individual businesses within the development provided there are 2
or more contiguous lots in the PUD.
Background Information
The code currently allows a Planned Unit Development with 3 or more contiguous lots to have a
sign that identifies the development. The sign cannot identify businesses in the development.
The code currently allows a PUD Area Identification sign up to 20 feet high and 80 square feet.
No changes to height and size are proposed.
Planning Commission Recommendation
The Planning Commission voted 6-0 to recommend approval of the code amendment at the
October 24, 2011 meeting.
Attachments
1. Ordinance
2. Staff Report dated October 7, 2011
3. Aerial Map
4. Staff Report dated October 21, 2011
5. Unapproved Planning Commission Minutes
CITY OF EDEN PRAIRIE
HENNEPIN COUNTY,MINNESOTA
ORDINANCE NO.--20-11
AN ORDINANCE OF THE CITY OF EDEN PRAIRE,MINNESOTA,AMENDING CITY
CODE CHAPTER 11 SECTION 11.70 RELATING TO SIGN PERMITS AND
ADOPTING BY REFERENCE CITY CODE CHAPTER 1 AND SECTION 11.99
WHICH,AMONG OTHER THINGS,CONTAINS PENALTY PROVISIONS.
The City Council of the City of Eden Prairie,Minnesota,ordains:
Section 1. City Code Section 11.70, Subdivision 2, 3. is amended to add the word "—
Residential"following the phrase"Area Identification Sign".
Section 2 City Code Section 11.70, Subdivision 2,items 4 to 25 are renumbered as items 5-
26 and items 26 to 44 are renumbered 28 to 46.
Section 3. City Code Section 11.70, Subdivision 2 is amended by adding the fallowing
newfollowing new item 4.:
"Area Identification Sign — Commercial" — A free-standing sign located at an
entranceway to a commercial development identifying such development having a
common identity when said sign is located upon the premises which it identifies.
The sign may also identify the names of each individual business within the
development.
Section 4. City Code Section 11.70, Subdivision 2, 26. is amended to add the word "—
Residential"following the phrase"Planned Unit Development Area Identification
Sign", to add the phrase "within the PUD area" after the word "located", and to
delete the phrase"upon the premises".
Section 5. City Code Section 11.70, Subdivision 2 is amended by adding the following new
item 27:
"Planned Unit Development Area Identification Sign — Commercial" — A free-
standing sign located at an entranceway way to a commercial Planned Unit
Development identifying such development having a common identity when said
sign is located within the PUD area upon which it identifies. The sign may also
identify the names of each individual business within the development.
Section 6. City Code Section 11.70,Subdivision 3,CC.is amended in its entirety as follows:
A Residential or Commercial Planned Unit Development must contain at least 2
contiguous lots to support an Area Identification Sign— Residential or an Area
Identification Sign—Commercial,respectively.
Section 7. City Code Chapter 1 entitled"General Provisions and Definitions Applicable to. Formatted:Indent:Left: 0",First line: 0", 1
the Entire City Code Including Penalty For Violation" and Section 11.99 entitled "Violation a Tab stops:Not at 1"
Misdemeanor" are hereby adopted in their entirety, by reference, as though repeated verbatim
herein.
Section 8. This ordinance shall become effective from and after its passage and publication.
FIRST READ at a regular meeting of the City Council of the City of Eden Prairie on the
15th day of November, 2011, and finally read and adopted and ordered published at a regular
meeting of the City Council of said City on the_day of 2011.
Kathleen Porta,City Clerk Nancy Tyra-Lukens,Mayor
I PUBLISHED in the pen Prairie News on the day of September ,2011. Formatted:Font:Italic
STAFF REPORT
TO: Planning Commission
FROM: Michael D. Franzen, City Planner
DATE: October 7, 2011
PROJECT: Code Amendment—Planned Unit Development Area Identification Sign
Commercial
CODE AMENDMENT
The proposed change is to allow a Commercial Planned Unit Development Area
Identification sign to identify the names of individual businesses within the development
provided there are 3 contiguous lots in the PUD.
CITY CODE
The code currently allows a Planned Unit Development with 3 or more contiguous lots to
have a sign that identifies the development. The sign cannot identify businesses in the
development.
A free standing sign may identify businesses but only those located on the lot where the
sign is located.
The code currently allows a PUD Area Identification sign up to 20 feet high and 80 square
feet. No changes to height and size are proposed.
BACKGROUND
The idea for this code change came about after staff denied a sign request for Lone Oak Center. The
proposed signs on Lot 1 and Lot 3 included businesses not located on the lot where the sign was
proposed. Staff suggested two alternatives for signs.
1. Build signs as permitted by city code.
• An 80 sf on Lot 1.
• A 80 sf and a 36 sf Lot 2.
• An 80 sf and 36 sf on Lot 3.
2. The property could be re platted into one lot. Signs could then be placed at the corners of the
properties. Businesses could be located on each of the 3 permitted signs; 80 sf, 36 sf, and 36
sf.
The owner for Lone Oak Center did not want to pursue either of these options.
STAFF ANALYSIS
From the perspective of the consumer driving to this development, it makes sense for signs to be
located at the corners of the project. When driving south bound on Mitchell Road, the consumer
would need to see a sign before the turn lane and driveway entrance into the site. If the sign is located
at the driveway it may be too late to make the turn.
When driving northbound, the consumer would want to see a sign at the intersection of Lone Oak
Road and Mitchell so the car can be in the left turn lane. It you miss the left turn there is no other way
to enter the property due to the median.
STAFF RECOMMENDATION
Staff recommends approval.
Aerial Map - Lone Oak Center
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STAFF REPORT
TO: Planning Commission
FROM: Michael D. Franzen, City Planner
DATE: October 21, 2011
PROJECT: Code Amendment—Planned Unit Development Area Identification Sign
Commercial
BACKGROUND
This is a continued item from the October 10, 2011 meeting.
COMMERCIAL PLANNED UNIT DEVELOPMENTS
44— 1 lot PUD
13 —2 lot PUD
3 —3 lot PUD
1 - 5 lot PUD
STAFF ANALYSIS
The purpose for creating a Commercial Planned Unit Development Identification Sign is for
better visibility of tenants and way finding. It would allow commercial developments with more
than one lot the ability to put tenants on a sign near intersections and driveways. It would give
multiple lot commercial developments a choice between individual signs per lot or one sign for
the development.
A Commercial Planned Unit Development Identification Sign is not for everyone. A PUD and
freestanding sign cannot be on the same frontage. A two lot PUD with an individual tenant per
lot may prefer an 80 square foot sign per lot rather than sharing space on one 80 square foot sign.
The discussion question for the commission is whether the PUD should be 2 or 3 or more
contiguous lots.
Staff is comfortable with 2 or 3contigous lots.
STAFF RECOMMENDATION
Staff recommends approval.
UNAPPROVED MINUTES
EDEN PRAIRIE PLANNING COMMISSION
MONDAY, OCTOBER 24, 2011 7:00 P.M., CITY CENTER
Council Chambers
8080 Mitchell Road
COMMISSION MEMBERS: Matt Fyten, John Kirk, Katie Lechelt, Jacob Lee,
Jerry Pitzrick, Kevin Schultz, Jon Stoltz, Travis
Wuttke
STAFF MEMBERS: Michael Franzen, City Planner
Rod Rue, City Engineer
Stu Fox, Manager of Parks and Natural Resources
Julie Krull, Recording Secretary
I. PLEDGE OF ALLEGIANCE—ROLL CALL
Vice Chair Pitzrick called the meeting to order at 7:00 p.m. Stoltz and Wuttke were
absent.
II. APPROVAL OF AGENDA
MOTION by Schultz, seconded by Lee, to approve the agenda. Motion carried 6-0.
III. MINUTES
A. PLANNING COMMISSION MEETING HELD ON OCTOBER 10, 2011
MOTION by Lee, seconded by Schultz, to approve the minutes. Motion carried
5-0. Kirk abstained.
IV. INFORMATIONAL MEETINGS
V. PUBLIC MEETINGS
VI. PUBLIC HEARINGS
A. CODE AMENDMENT—COMMERCIAL PUD AREA IDENTIFICATION
SIGN (continued item)
Request for:
• An ordinance of the City of Eden Prairie, Minnesota amending City Code
Chapter 11 by amending Section 11.70 relating to sign permits, and adopting
EDEN PRAIRIE PLANNING COMMISSION MINUTES
October 24, 2011
Page 2
by reference City Code Chapter 1 and Sections 2.99 and 11.99 which, among
other things, contains penalty provisions.
Franzen stated this Code Amendment would give commercial developments with
more than one lot the ability to put tenants on a sign near intersections and
driveways. It would give multiple lot commercial developments a choice between
individual signs per lot or one sign for the development. This Code Amendment
would be a benefit where there are 2-3 buildings on a lot. The question for the
Commission tonight is whether the PUD should be 2 or 3 (or more) contiguous
lots.
Vice Chair Pitzrick opened the meeting up for public input.
Dan Reek, of 15290 Creekside Court, stated Eden Prairie has adequate signage
and said an 80 square foot sign is too much for one sign and felt it should be
knocked down to 40 square feet.
Vice Chair Pitzrick asked for Franzen's comments on an 80 sq. ft. sign versus a
40 sq. ft. sign. Franzen stated this Code would actually decrease the number of
signs. It would accommodate a multi-tenant sign or a single tenant sign.
Lechelt asked if directional signs could be put up in the area. Franzen stated they
could, but it is limited and would be small.
Pitzrick asked if everyone was in favor of two or more contiguous lots. The
Commission concurred they were in favor of two or more contiguous lots.
MOTION by Fyten, seconded by Kirk, to close the public hearing. Motion
carried 6-0.
MOTION by Fyten, seconded by Lechelt, to recommend approval of the Code
Amendment to two or more contiguous lots. Motion carried 6-0.
VII. PLANNERS' REPORT
Franzen stated for the November 14 meeting they could have a single family proposal for
the McGraw property.
VIII. MEMBERS' REPORT
IX. CONTINUING BUSINESS
X. NEW BUSINESS
XI. ADJOURNMENT
EDEN PRAIRIE PLANNING COMMISSION MINUTES
October 24, 2011
Page 3
MOTION by Lee, seconded by Kirk, to adjourn the meeting. Motion carried
6-0.
There being no further business, the meeting was adjourned at 7:19 p.m.
CITY COUNCIL AGENDA DATE:
SECTION: Public Hearings November 15, 2011
DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.D.
Community Development/Planning Smith/Douglas/More House
Janet Jeremiah/Scott Kipp Conditional Use Permit Amendment
Requested Action
Move to:
• Close the Public Hearing; and
• Approve the Conditional Use Permit Amendment for the Smith Douglas More House
Synopsis
The amendment is to relocate the 2,700 sq. ft. Outside Use Area to the north due to the recent
expansion of the Dunn Bros. parking lot in that area. This will shift the Outside Use Area
approximately 50 feet to the north of the previous location.
The Conditional Use Permit Amendment will expire December 31, 2017.
A Certificate of Appropriateness is not required.
Planning Commission Recommendation
The Planning Commission voted 6-0 to recommend approval at its October 24, 2011 meeting.
Attachments
1. Conditional Use Permit 2011-01
2. Staff Report
3. Exhibit A
4. Exhibit B
5. Location Map
6. Land Use Map
7. Zoning Map
8. Aerial View Map
9. Planning Commission Minutes dated Unapproved, October 24, 2011
Amended Conditional Use Permit
Original Date of Issuance March 9, 2010
Amendment Date November 15, 2011
2011-01
8107 Eden Prairie Road
Eden Prairie, Minnesota 55344
In accordance with the provisions of the Zoning Ordinance of the City of Eden Prairie, the
Conditional Use Permit 2010 issued for 8107 Eden Prairie Road to operate a coffee shop is
amended and restated as set forth below. The City Council previously found and reaffirms. The
location of said property being legally described as follows:
That part of the Southeast 1/4 of the Northeast 1/4 of Section 17, Township 116, Range 22,
described as follows: Commencing at the NW corner of said Quarter-Quarter; thence
South along the West line of said Quarter-Quarter distance 316 feet to the actual point of
beginning; thence East parallel with the North line of said Quarter-Quarter distant 357.0
feet; thence South with the West line of said Quarter-Quarter distant 242 feet; thence
West parallel with the North line of said Quarter-Quarter distant 357.0 feet; thence North
along the West line of said Quarter-Quarter distant 242.0 feet to the point of beginning,
according to the Government Survey, except road.
The City Council previously found and reaffirms that the above described property is zoned
Rural and allows historic reuse by Conditional Use Permit and by discretion of the City Council.
The Council previously found and reaffirms that the applicant meets the criteria of the ordinance
and is entitled to the Amendment of the Conditional Use Permit for the use located at the address
indicated in the above described property, and subject to the following conditions:
1. Uses for this property shall be:
Permitted uses inside the building
• Sale of beverages customarily sold in a coffee shop, including but not limited to
coffee, coffee beverages, tea, smoothies, hot chocolate, soda,juices, and water
and associated beverages.
• Sale of convenience food items customarily sold in a coffee shop including, but
not limited to sandwiches, breakfast pastries, nuts, condiments, dressings,
burritos, breakfast sandwiches, cheese, crackers, salads, cookies, cupcakes,
desserts, hot and cold sandwiches, soup, chips, oatmeal, granola, yogurt, fruit,
vegetables, and candy.
• Sale of packaged cookies, food, candy, tickets and similar items by non-profit
youth organizations
• Sale of wrist bands
• Sale of art
• Photographer
• Sale of photos
• Sale of antiques
• Sale of books
• Wedding receptions
• Signs
• T-shirts
• Birthday and anniversary parties
• Sale of wine and beer as permitted by City license
• Live music
• Sale of CD's
• Sale of ice cream
• Sale of clothing
• Office space
Permitted uses outside the building are to be located within a 2,700 sq. ft. area relocated
as depicted in Exhibit A—Revised (except as noted for live acoustic music) due to
parking lot expansion.
• Wedding receptions
• Live amplified music (south side patio only)
• Antique Fair Treasure Hunt
• Farmer's Market—fruits, vegetables, flowers, bakery items, and Christmas trees
• Gazebo use
2. Any changes to the use of the building from those established in these conditions shall
require a further amendment to this Amended Conditional Use Permit.
3. The building shall meet all Building and Fire Codes, State and County health regulations.
4. Any alterations of the building or property shall conform to the City's preservation
standards and may require a Certificate of Appropriateness.
5. The use of the building and property shall conform to the Lease Agreement with the City
of Eden Prairie.
6. All required parking shall be provided on the property.
7. This permit is non transferable to another party.
8. This permit will expire December 31, 2017.
CITY OF EDEN PRAIRIE
Ron Case, Acting Mayor
Rick Getschow, City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of ,
2011,by Nancy Tyra Lukens and Rick Getschow, respectively the Mayor and the City Manager
of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of said corporation.
Notary Public
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STAFF REPORT
TO: Planning Commission
FROM: Scott A. Kipp, Senior Planner
THROUGH: Michael D. Franzen, City Planner
DATE: October 21, 2011
SUBJECT: Smith Douglas More House Conditional Use Permit Amendment
APPLICANT: Ann Schuster and City of Eden Prairie
OWNER: City of Eden Prairie
LOCATION: 8107 Eden Prairie Road
REQUEST: 1. Conditional Use Permit Amendment
BACKGROUND
In June, 2002, the City Council approved a City Code Amendment to allow adaptive reuse of
historic designated property in the rural zoning district for office and commercial uses by
Conditional Use Permit(CUP). Two CUP's have been issued to date and include:
• 2002-01 to establish the Dunn Bros. coffee shop on the site.
• 2010-01 to establish additional permitted uses inside the house and within a 2,700 sq. ft.
Outside Use Area.
CONDITIONAL USE PERMIT AMENDMENT REQUEST
The amendment is to relocate the 2,700 sq. ft. Outside Use Area to the north due to the recent
expansion of the Dunn Bros. parking lot in that area. See Exhibits A and B.
DISPLAY OF USES OUTSIDE
The attached Outside Use Area map shows an area designated for outdoor uses. A defined area is
needed for the following reasons.
• To display products in an organized and orderly manner.
• To provide some distance to the residential properties to the north.
• To keep parking in the designated areas and not along the entry drive.
Staff Report—Smith Douglas More Conditional Use Permit Amendment
October 21, 2011
• So that the outside uses are clearly incidental to the use of the site for heritage preservation.
LEASE AGREEMENT
The City and Ann Schuster are currently working on a new lease for the building for a coffee shop
and office. This lease will have to be approved by the City Council.
STAFF RECOMMENDATION
Staff recommends approval of the Conditional Use Permit Amendment for the relocation of the
2,700 sq.ft. outside use area to the north identified in the staff report dated October 21,2011 and the
following conditions.
1. Any changes to the use of the building from those established in these conditions shall
require an amended Conditional Use Permit.
2. The building shall meet all Building and Fire Codes, State and County health regulations.
3. Any alterations of the building or property shall conform to the City's preservation standards
and may require a Certificate of Appropriateness.
4. The use of the building and property shall conform to the Lease Agreement with the City of
Eden Prairie.
5. Outside uses shall be confined to the Outside Use Area as shown on the Exhibit A.
6. All required parking shall be provided on the property.
7. The permit in non-transferable to another party.
8. The permit will expire , 20
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Area Location Map - Smith Douglas More House
Conditional Use Permit Amendment
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V/Z Medium Density Residential/Office - Park/Open Space DATE Approved 03 DATE Revised 12-06-0
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Smith Douglas More House Conditional Use Amendment
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- RM-2.5 Multi-Family-17.4 U.P.A.max. nirl General Industrial-5 Acre Min.
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8107 Eden Prairie Road, Eden Prairie, MN
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UNAPPROVED MINUTES
EDEN PRAIRIE PLANNING COMMISSION
MONDAY, OCTOBER 24, 2011 7:00 P.M., CITY CENTER
Council Chambers
8080 Mitchell Road
COMMISSION MEMBERS: Matt Fyten, John Kirk, Katie Lechelt, Jacob Lee,
Jerry Pitzrick, Kevin Schultz, Jon Stoltz, Travis
Wuttke
STAFF MEMBERS: Michael Franzen, City Planner
Rod Rue, City Engineer
Stu Fox, Manager of Parks and Natural Resources
Julie Krull, Recording Secretary
I. PLEDGE OF ALLEGIANCE—ROLL CALL
Vice Chair Pitzrick called the meeting to order at 7:00 p.m. Stoltz and Wuttke were
absent.
II. APPROVAL OF AGENDA
MOTION by Schultz, seconded by Lee, to approve the agenda. Motion carried 6-0.
III. MINUTES
A. PLANNING COMMISSION MEETING HELD ON OCTOBER 10, 2011
MOTION by Lee, seconded by Schultz, to approve the minutes. Motion carried
5-0. Kirk abstained.
IV. INFORMATIONAL MEETINGS
V. PUBLIC MEETINGS
VI. PUBLIC HEARINGS
A. CONDITIONAL USE PERMIT AMENDMENT—SMITH DOUGLAS
MORE HOUSE by Pure Grace, LLC
Request for:
• Amendment for the relocation of the outside use area at the Smith Douglas
More house—Dunn Brothers.
EDEN PRAIRIE PLANNING COMMISSION MINUTES
October 24, 2011
Page 2
Franzen stated the City is the project proponent since they own the property. He
utilized the overhead projector to show where the existing outdoor area currently
is located and where it would be moving to. He pointed out this is the only
change they would be making to the area.
Vice Chair Pitzrick opened the meeting up for public input. There was no input.
Fyten asked if notices were sent out to the neighbors. Franzen said notices were
sent out to everyone within 500 feet of the property. There was no feedback from
the neighbors.
Lee asked if they could still have the Farmer's Market. Franzen said they could
still have the Farmer's Market and this change would not impact that.
Pitzrick asked if this change would change anything else. Franzen pointed out
this relocation would not change anything else.
MOTION by Schultz, seconded by Fyten, to close the public hearing. Motion
carried 6-0.
MOTION by Schultz, seconded by Fyten, to recommend approval of the
Conditional Use Permit. Motion carried 6-0.
VII. PLANNERS' REPORT
Franzen stated for the November 14 meeting they could have a single family proposal for
the McGraw property.
VIII. MEMBERS' REPORT
IX. CONTINUING BUSINESS
X. NEW BUSINESS
XI. ADJOURNMENT
MOTION by Lee, seconded by Kirk, to adjourn the meeting. Motion carried
6-0.
There being no further business, the meeting was adjourned at 7:19 p.m.
CITY COUNCIL AGENDA DATE:
SECTION: Payment of Claims November 15, 2011
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 213333 —214112
Wire Transfers 4307 4331
4317 September 20th US Bank Purchasing Card Payment
City of Eden Prairie
Council Check Summary
11/15/2011
Division Amount Division Amount
General 286,394 506 Improvment Bonds 1996 219
100 City Manager 830 509 CIP Fund 46,377
101 Legislative 7,760 512 CIP Trails 3,072
102 Legal Counsel 43,500 520 Parks Referendum 20,942
110 City Clerk 174 521 Trails Referendum 9,839
111 Customer Service 16,758 522 Improvement Projects 2006 198,898
112 Human Resources 136 526 Transportation Fund 28,439
113 Communications 7,738 Total Capital Project Funds 307,786
114 Benefits&Training 10,026
130 Assessing 2,084 601 Prairie Village Liquor 202,329
131 Finance 948 602 Den Road Liquor 299,555
132 Housing and Community Services 30,880 603 Prairie View Liquor 221,462
133 Planning 1,195 605 Den Road Building 11,475
136 Public Safety Communications 27,698 701 Water Fund 337,804
137 Economic Development 10,428 702 Sewer Fund 413,926
138 Community Development Admin. 1,694 703 Storm Drainage Fund 72,673
150 Park Administration 315 Total Enterprise Funds 1,559,222
151 Park Maintenance 34,447
153 Organized Athletics 8,100 316 WAFTA 300
154 Community Center 21,685 802 494 Commuter Services 585
156 Youth Programs 2,657 803 Escrow Fund 24,044
157 Special Events 1,368 Total Agency Funds 24,929
158 Senior Center 4,902
159 Recreation Administration 1,523 807 Benefits Fund 950,887
160 Therapeutic Recreation 48 809 Investment Fund 6,531
161 Oak Point Pool 10,781 811 Property Insurance 25,000
162 Arts 3,291 812 Fleet Internal Service 73,065
163 Outdoor Center 2,078 813 IT Internal Service 67,432
164 Park Rental Facilities 81 814 Facilities Capital ISF 114,028
167 CC-Youth Programs 6,278 815 Facilites Operating ISF 78,920
168 Arts Center 4,746 816 Facilites City Center ISF 103,302
180 Police 19,077 817 Facilites Comm.Center ISF 77,169
183 Emergency Preparedness 508 Total Internal Service Funds 1,496,334
184 Fire 14,384
186 Inspections 808 Report Total 4,181,381
200 Engineering 2,337
201 Street Maintenance 46,783
202 Street Lighting 71,730
Total General Funds 706,168
301 CDBG 83,240
303 Cemetary Operation 16
304 Senior Board 15
308 E-911 814
309 DWI Forfeiture 117
317 Eden Prairie Players 315
Total Special Revenue Funds 84,516
425 Bldg Refunding Bonds 2004 400
428 G.O.Improv.Revolving 2005B 450
432 G.O.Improvement Bonds 2006C 375
434 2008A Capital Equipment Notes 400
435 2008B G.O.Improvement Bonds 800
Total Debt Service Funds 2,425
City of Eden Prairie
Council Check Register
11/15/2011
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
213861 303,362 METROPOLITAN COUNCIL ENVIRONME MCES User Fee Sewer Utility-General Monthly MCES User Fee
213594 278,221 HEALTHPARTNERS Medical/Dental Premiums Health and Benefits Medical/Dental Premium
4319 192,603 CERIDIAN State Taxes Withheld Health and Benefits Taxes Withheld
4313 189,577 CERIDIAN State Taxes Withheld Health and Benefits Taxes Withheld
4322 127,668 PUBLIC EMPLOYEES RETIREMENT AS PERA Health and Benefits PERA
4311 127,424 PUBLIC EMPLOYEES RETIREMENT AS PERA Health and Benefits PERA
213712 116,981 XCEL ENERGY Electric Flying Cloud Off Leash Park Monthly Electric
4307 116,711 MINNESOTA DEPT OF REVENUE Cash Over/Short General Fund Sales&Use Tax
213879 104,451 NORTHWEST ASPHALT Improvement Contracts Improvement Projects 2006 Valley View/Prairie Center Dr Improvements
213525 101,772 XCEL ENERGY Electric City Hall-CAM Monthly Electric
213443 75,739 MINNESOTA DIRT WORKS INC Improvement Contracts Trails Referendum
213841 55,470 JOHNSON BROTHERS LIQUOR CO Transportation Prairie Village Liquor Store
213616 47,904 JOHNSON BROTHERS LIQUOR CO Transportation Den Road Liquor Store
213366 42,462 CHARD TILING&EXCAVATING INC Improvements to Land Parks Referendum
213935 41,947 SRF CONSULTING GROUP INC Improvements to Land Improvement Projects 2006
214063 37,925 MILLERBERND MANUFACTURING COMP Improvements to Land Improvement Projects 2006
213430 37,818 MCF-LINO LAKES Other Contracted Services Street Maintenance
214035 36,614 HANSEN THORP PELLINEN OLSON Improvement Contracts Improvement Projects 2006
213936 34,085 ST CROIX ENVIRONMENTAL INC Other Contracted Services Water Treatment Plant
213663 32,666 QUALITY WINE&SPIRITS CO Transportation Den Road Liquor Store
214074 31,632 PRAIRIE ELECTRIC COMPANY Other Contracted Services Facilities Capital
214070 31,600 NOVOTX LLC Software Water Capital
213946 30,724 THORPE DISTRIBUTING Beer Prairie Village Liquor Store
213969 30,593 WIRTZ BEVERAGE MINNESOTA Transportation Prairie Village Liquor Store
213478 30,307 RESTORATION SYSTEMS INC Other Contracted Services Facilities Capital
4317 29,542 US BANK
213906 28,910 QUALITY WINE&SPIRITS CO Transportation Prairie Village Liquor Store
213950 28,361 TRAFFIC CONTROL CORPORATION Improvement Contracts Transportation Fund
213653 28,209 PARROTT CONTRACTING INC Improvement Contracts Water Capital
213399 27,284 HANSEN THORP PELLINEN OLSON Improvement Contracts Fixed Assets-Trails
213851 26,150 LOGIS LOGIS IT Operating
213970 25,894 WIRTZ BEVERAGE MINNESOTA BEER Misc Taxable Prairie Village Liquor Store
213805 25,006 GREGERSON ROSOW JOHNSON&NILA Legal Legal Council
213848 25,000 LEAGUE MN CITIES INS TRUST Insurance Property Insurance
214107 23,972 WSB&ASSOCIATES INC Design&Engineering Improvement Projects 2006
213706 23,157 WIRTZ BEVERAGE MINNESOTA Transportation Den Road Liquor Store
213580 23,122 G.F.JEDLICKI INC Improvement Contracts Water Capital
4321 22,785 ING Deferred Compensation General Fund
213921 22,635 SHORT ELLIOTT HENDRICKSON INC Other Contracted Services Sewer Capital
213720 22,387 ABM JANITORIALSERVICES-NORTH C Cleaning Supplies City Hall-CAM
213722 22,309 ADVANCED ENGINEERING&ENVIRON Process Control Services Water Treatment Plant
213975 21,946 YOCUM OIL COMPANY INC Motor Fuels Fleet Operating
213414 21,747 JOHNSON BROTHERS LIQUOR CO Transportation Prairie Village Liquor Store
213893 21,685 PHILLIPS WINE AND SPIRITS INC Transportation Prairie Village Liquor Store
214110 21,684 NEW WORLD SYSTEMS Other Assets CIP-Bonds
213831 20,000 ISLAMIC INSTITUTE OF MINNESOTA Deposits Escrow
214032 19,950 GUNNAR ELECTRIC CO INC Other Contracted Services Parks Referendum
213772 19,920 DIVERSE BUILDING MAINTENANCE Janitor Service Arts Center
4324 19,238 CERIDIAN State Taxes Withheld Health and Benefits
4315 19,106 ING Deferred Compensation General Fund
213981 19,048 J&S SIDING AND GUTTERS LLC Other Contracted Services Rehab
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
213988 18,950 ALLIED GENERATORS Other Contracted Services Sewer Capital
214004 18,940 CASTLE GATE CONSTRUCTION Other Contracted Services Rehab
213807 18,929 GS SYSTEMS INC Software Sewer Capital
214042 18,695 IDENTISYS Small Tools Public Safety Communications
213747 18,238 BONNER&BORHART LLP Legal Legal Criminal Prosecution
213834 18,118 JJ TAYLOR DISTRIBUTING MINNESO Transportation Prairie Village Liquor Store
213716 17,479 COMMERCIAL ASPHALT CO Improvements to Land Capital Maint.&Reinvestment
4320 16,790 ICMA RETIREMENT TRUST-457 Deferred Compensation General Fund
213784 16,624 ESRI Software Maintenance IT Operating
213928 16,412 SOUTHERN WINE&SPIRITS OF MN Transportation Prairie Village Liquor Store
213659 16,155 PRAIRIE PARTNERS SIX LLP Building Rental Prairie Village Liquor Store
213522 16,087 WIRTZ BEVERAGE MINNESOTA Transportation Prairie Village Liquor Store
213592 16,009 HAUGDAHL CONSTRUCTION INC Other Contracted Services Rehab
213434 16,008 MCQUAY INTERNATIONAL Building Facilities Capital
213395 15,764 GRAYMONT Treatment Chemicals Water Treatment Plant
4314 15,495 ICMA RETIREMENT TRUST-457 Deferred Compensation General Fund
213724 15,152 ALL PRO Contract Svcs-Roof Park Shelters
214002 14,630 CANADA GOOSE MANAGEMENT INC Other Contracted Services Storm Drainage
213925 13,869 SOUTH METRO PUBLIC SAFETY TRAI Other Contracted Services Public Safety Training Facilit
213782 13,765 EPI INVESTIGATIONS INC Other Contracted Services Facilities Capital
213768 13,197 DAY DISTRIBUTING Beer Prairie Village Liquor Store
213687 13,193 THORPE DISTRIBUTING Beer Den Road Liquor Store
213473 12,748 QUALITY WINE&SPIRITS CO Transportation Prairie Village Liquor Store
214083 12,689 SENIOR COMMUNITY SERVICES Other Contracted Services Housing and Community Service
213609 12,601 JJ TAYLOR DISTRIBUTING MINNESO Transportation Den Road Liquor Store
213803 12,376 GRAYMONT Treatment Chemicals Water Treatment Plant
213898 12,217 PRAIRIEVIEW RETAIL LLC Repair&Maint.Supplies Prairie View Liquor Store
213707 12,051 WIRTZ BEVERAGE MINNESOTA BEER Beer Den Road Liquor Store
213755 12,005 CENTERPOINT ENERGY SERVICES IN Gas Water Treatment Plant
4328 11,730 GENESIS EMPLOYEE BENEFITS,INC HRA Health and Benefits
213374 11,547 DIVERSE BUILDING MAINTENANCE Janitor Service Fitness/Conference-Cmty Ctr
213657 11,446 PHILLIPS WINE AND SPIRITS INC Transportation Den Road Liquor Store
213531 11,421 PROP Refunds CDBG-Public Service
213761 10,828 COMMERCIAL ASPHALT CO Asphalt Overlay Street Maintenance
213354 10,817 BRAUN INTERTEC CORPORATION Other Contracted Services Trails Referendum
213606 10,781 IND SCHOOL DIST 272 Other Contracted Services Oak Point Operations
213523 10,758 WIRTZ BEVERAGE MINNESOTA BEER Beer Prairie Village Liquor Store
214055 10,688 MCQUAY INTERNATIONAL Contract Svcs-HVAC City Hall-CAM
213766 10,323 CURB MASTERS INC Other Contracted Services Storm Drainage
213825 10,200 HORIZONTAL INTEGRATION Miscellaneous IT Operating
214029 9,250 GRAYMONT Treatment Chemicals Water Treatment Plant
213587 9,242 GRAYMONT Treatment Chemicals Water Treatment Plant
213381 9,106 ESS BROTHERS&SONS INC Repair&Maint.Supplies Sewer System Maintenance
213654 9,084 PAUSTIS&SONS COMPANY Transportation Den Road Liquor Store
213855 9,000 MARKETLINE RESEARCH,CORP Other Contracted Services Economic Development
213883 8,800 OTTO LANDSCAPING INC Other Assets Capital Impr/Maint Fixed
213675 8,246 SOUTHERN WINE&SPIRITS OF MN Transportation Den Road Liquor Store
213566 8,152 DAY DISTRIBUTING Beer Prairie Village Liquor Store
214046 8,088 INTEGRITY REMODELING&DESIGN Contract Svcs-Gen.Bldg City Center Operations
213876 7,800 NOREEN CONSTRUCTION INC Other Contracted Services Rehab
213532 7,750 PROP Other Contracted Services Housing and Community Service
213742 7,349 BELLBOY CORPORATION Transportation Prairie Village Liquor Store
213973 7,212 XCEL ENERGY Electric Prairie Village Liquor Store
213462 7,178 PHILLIPS WINE AND SPIRITS INC Transportation Prairie Village Liquor Store
213611 7,082 JOHN A DALSIN&SON INC Other Contracted Services Facilities Capital
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
213460 6,897 PAUSTIS&SONS COMPANY Transportation Prairie Village Liquor Store
214101 6,895 WALL TRENDS INC Other Contracted Services Facilities Capital
214065 6,795 MINNESOTA UI FUND Unemployment Compensation Organizational Services
213371 6,687 DAY DISTRIBUTING Beer Prairie Village Liquor Store
213569 6,640 DPC INDUSTRIES INC Treatment Chemicals Water Treatment Plant
214069 6,531 NORTHSHORE ADVISORS LLC Interest Investment Fund
213348 6,460 BIFFS INC Waste Disposal Park Maintenance
213452 6,278 NATIONAL MARTIAL ARTS ASSOCIAT Instructor Service CC-Spring Skill Development
214085 6,250 SOUTHDALE YMCA YOUTH DEVELOPME Other Contracted Services Housing and Community Service
213489 6,194 SOUTHWEST SUBURBAN CABLE COMMI Dues&Subscriptions City Council
213985 6,170 ACTION FLEET INC Machinery&Equipment Police
213910 6,000 RIGHTLINE DESIGN LLC Other Contracted Services Communications
214100 5,762 VTI Software Public Safety Communications
213959 5,610 WALL TRENDS INC Contract Svcs-General Bldg Police City Center
213966 5,533 WINE MERCHANTS INC Transportation Prairie Village Liquor Store
213739 5,487 BARTON SAND&GRAVEL CO Improvements to Land Capital Maint.&Reinvestment
213964 5,474 WINE COMPANY,THE Transportation Den Road Liquor Store
213649 5,443 NILSSON,BETH Instructor Service Ice Rink#1
213425 5,400 LEGACY BUILDING SOLUTIONS INC Other Contracted Services Capital Maint.&Reinvestment
213545 5,339 B&B PRODUCTS/RIGS AND SQUADS Machinery&Equipment Police
213548 5,290 BELLBOY CORPORATION Transportation Den Road Liquor Store
213783 5,276 EQUITY PROPERTY GROUP LLC Work In Progress Den Road Building
213703 5,242 WINE MERCHANTS INC Transportation Den Road Liquor Store
213410 5,085 JJ TAYLOR DISTRIBUTING MINNESO Transportation Prairie Village Liquor Store
213947 5,048 THYMES TWO INC Contract Svcs-Lawn Maint Arts Center
213680 4,911 STATE SUPPLY COMPANY Supplies-Plumbing Public Works/Parks
213885 4,877 PARROTT CONTRACTING INC Equipment Repair&Maint Water System Maintenance
213488 4,830 SOUTHERN WINE&SPIRITS OF MN Transportation Prairie Village Liquor Store
213853 4,754 MACHTEMES CONSTRUCTION INC Improvement Contracts Storm Drainage
213503 4,691 THORPE DISTRIBUTING Beer Prairie Village Liquor Store
213572 4,663 ECOLAB INC Contract Svcs-Pest Control Fitness/Conference-Cmty Ctr
214036 4,648 HAWKINS INC Treatment Chemicals Water Treatment Plant
213785 4,585 ESS BROTHERS&SONS INC Repair&Maint.Supplies Sewer System Maintenance
213974 4,435 YALE MECHANICAL INC Contract Svcs-HVAC Water Treatment Plant
213337 4,408 ACTION FLEET INC Machinery&Equipment Police
213339 4,408 ALTERNATIVE BUSINESS FURNITURE Capital Under$10,000 FF&E-Furn,Fixtures&Equip.
213943 4,254 SURLY BREWING CO Beer Prairie Village Liquor Store
213984 4,253 A-SCAPE INC Contract Svcs-Lawn Maint. Den Bldg.-CAM
214015 4,184 CURB MASTERS INC Improvements to Land Capital Maint.&Reinvestment
213845 4,020 KVITEK,BRENDA Other Assets Capital Impr/Maint Fixed
213396 4,019 GREENSIDE INC Contract Svcs-Lawn Maint. City Hall-CAM
213725 3,991 ALTERNATIVE BUSINESS FURNITURE Capital Under$10,000 FF&E-Furn,Fixtures&Equip.
213814 3,826 HAWKINS INC Treatment Chemicals Water Treatment Plant
213734 3,825 ASSOCIATED WELL DRILLERS INC Improvements to Land Park Acquisition&Dev Fixed A
213740 3,819 BAUER BUILT TIRE AND BATTERY Tires Fleet Operating
213645 3,800 MORRIS CONCRETE CONSTRUCTION Equipment Repair&Maint Water System Maintenance
213418 3,715 LAMETTRYS COLLISION Equipment Repair&Maint Fleet Operating
213363 3,683 CENTURYLINK Telephone IT Telephone
213993 3,680 ASPEN EQUIPMENT CO. Machinery&Equipment Snow&Ice Control
213346 3,648 BELLBOY CORPORATION Transportation Prairie Village Liquor Store
213979 3,618 MADISON NATIONAL LIFE Disability Ins Employers Health and Benefits
213804 3,591 GREENSIDE INC Contract Svcs-Lawn Maint. City Hall-CAM
213817 3,509 HENNEPIN COUNTY SHERIFF'S OFFI Board of Prisoner Police
213830 3,500 IND SCHOOL DIST 272 Other Contracted Services Housing and Community Service
213630 3,496 MCQUAY INTERNATIONAL Contract Svcs-HVAC City Hall-CAM
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
214103 3,390 WHEELER HARDWARE COMPANY Contract Svcs-General Bldg Park Shelters
214092 3,250 TEENS ALONE Other Contracted Services Housing and Community Service
214071 3,221 PACW EDEN PRAIRIE LLC AR Utility Water Enterprise Fund
213641 3,127 MINNESOTA PRINT MANAGEMENT LLC Office Supplies Customer Service
213776 3,112 DYNAMIC IMAGING SYSTEMS INC Software Maintenance IT Operating
213887 3,079 PAUSTIS&SONS COMPANY Wine Domestic Prairie Village Liquor Store
213780 3,073 EDEN PRAIRIE ROTARY CLUB Deposits Den Road Liquor Store
213380 3,073 ENVIRONMENTAL EQUIPMENT&SERV Equipment Parts Fleet Operating
214054 3,031 MAACO Equipment Repair&Maint Fleet Operating
213714 3,000 POSTAGE BY PHONE RESERVE ACCOU Postage Customer Service
213343 2,977 ASPEN WASTE SYSTEMS INC. Waste Disposal Fire Station#2
213738 2,932 BARR ENGINEERING COMPANY Design&Engineering Storm Drainage
213930 2,895 SOUTHWEST SUBURBAN PUBLISHING- Advertising Art Crawl
213338 2,789 AGGREGATE INDUSTRIES Asphalt Overlay Street Maintenance
213575 2,685 ELECTRIC PUMP Equipment Repair&Maint Sewer Liftstation
213685 2,570 SURLY BREWING CO Beer Den Road Liquor Store
213847 2,565 LANO EQUIPMENT INC Other Rentals Storm Drainage
213520 2,558 WINE MERCHANTS INC Transportation Prairie Village Liquor Store
213345 2,532 BAUER BUILT TIRE AND BATTERY Tires Fleet Operating
213956 2,529 US HEALTH WORKS MEDICAL GRP MN Health&Fitness Fire
213590 2,519 GYM WORKS Repair&Maint.Supplies Fitness Center
213631 2,500 MEALS ON WHEELS Other Contracted Services Housing and Community Service
213986 2,498 AGGREGATE INDUSTRIES Asphalt Overlay Street Maintenance
213447 2,450 MINNESOTA VALLEY ELECTRIC COOP Electric Riley Lake
213961 2,425 WELLS FARGO BANK MINNESOTA NA Paying Agent 2008A Capital Equipment Notes
213957 2,383 VAN PAPER COMPANY C H Robinson-Cleaning Suppli City Hall-Direct Costs
213373 2,364 DISPLAY SALES Landscape Materials/Supp Community Center
213625 2,346 LANO EQUIPMENT INC Other Rentals Street Maintenance
213391 2,299 GENERAL REPAIR SERVICE Equipment Parts Water Treatment Plant
214007 2,294 CERIDIAN Ceridian IT Operating
213978 2,270 EMERSON NETWORK POWER Hardware Maintenance IT Operating
214043 2,263 IDEXX DISTRIBUTION CORP Laboratory Chemicals Water Treatment Plant
214108 2,250 XTREME INTEGRATION Equipment Repair&Maint Concessions
213801 2,248 GRAND PERE WINES INC Transportation Prairie Village Liquor Store
213538 2,211 AGGREGATE INDUSTRIES Repair&Maint.Supplies Storm Drainage
213695 2,139 VERIZON WIRELESS Wireless Subscription IT Operating
213819 2,132 HENNEPIN COUNTY TREASURER Board of Prisoner Police
213823 2,096 HOHENSTEINS INC Beer Prairie Village Liquor Store
213858 2,078 MENARDS Training Supplies Fire
213962 2,069 WENCK ASSOCIATES INC Other Contracted Services Storm Drainage
213483 2,010 SCHARBER&SONS Equipment Parts Fleet Operating
214111 1,979 SHERBARTH-LYNCH,SANDRA Instructor Service Tennis
214084 1,970 SHORT ELLIOTT HENDRICKSON INC Design&Engineering Improvement Projects 2006
213514 1,965 VAN PAPER COMPANY C H Robinson-Cleaning Suppli City Hall-Direct Costs
214104 1,924 WILSONS NURSERY INC Landscape Materials/Supp Park Maintenance
213384 1,895 FASTSIGNS Operating Supplies Pool Operations
213561 1,880 CERIDIAN Ceridian IT Operating
213913 1,868 ROREM,ANN M Instructor Service Arts Center
213526 1,825 XTREME INTEGRATION Computers Water Treatment Plant
214047 1,824 INTERNATIONAL UNION OF OPERATI Union Dues Withheld General Fund
213579 1,819 FILTRATION SYSTEMS Supplies-HVAC City Hall-CAM
213697 1,802 VINOCOPIA Transportation Den Road Liquor Store
213665 1,738 RETROFIT RECYCLING INC Waste Disposal City Hall-CAM
213513 1,726 USA MOBILITY WIRELESS INC Pager&Cell Phone Public Safety Communications
213756 1,723 CENTRAL SYSTEMS LLC Other Contracted Services Rehab
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
213494 1,718 STREICHERS Protective Clothing Police
214001 1,710 BUREAU OF CRIMINAL APPREHENSIO Software Maintenance IT Operating
213397 1,700 GYM WORKS Equipment Repair&Maint Fitness Center
213750 1,697 BROBERG,JEFF Other Contracted Services Rehab
213492 1,694 STAPLES ADVANTAGE Office Supplies Police
213581 1,677 GARTNER REFRIGERATION&MFG IN Contract Svcs-Ice Rink Ice Arena Maintenance
213586 1,670 GRAPE BEGINNINGS Transportation Den Road Liquor Store
213694 1,637 VAN PAPER COMPANY Cleaning Supplies Facilites Operating ISF
213501 1,619 TEAM LABORATORY CHEMICAL CORPO Repair&Maint.Supplies Sewer Liftstation
213999 1,618 BRAUN INTERTEC CORPORATION Other Contracted Services Trails Referendum
214021 1,561 EMERGENCY APPARATUS MAINTENANC Equipment Repair&Maint Fire
213640 1,501 MINNESOTA ELEVATOR INC Contract Svcs-Elevator Fitness/Conference-Cmty Ctr
213895 1,500 PLEHAL BLACKTOPPING INC Improvements to Land Capital Maint.&Reinvestment
213398 1,485 HANCE UTILITY SERVICES INC Conference Expense Engineering
213583 1,469 GIRARD'S BUSINESS SOLUTIONS IN Equipment Repair&Maint Customer Service
213562 1,463 CLAREYS INC Safety Supplies Fleet Operating
213402 1,463 HOHENSTEINS INC Beer Prairie Village Liquor Store
213602 1,453 HOME DEPOT CREDIT SERVICES Supplies-General Dunn Brothers
213860 1,418 METRO SALES INCORPORATED* Other Rentals Customer Service
214106 1,408 WORK CONNECTION,THE Other Contracted Services Park Maintenance
213627 1,362 LYNDALE PLANT SERVICES Contract Svcs-Garden Rm/Caf. City Hall-CAM
213440 1,342 MIDWEST COCA COLA BOTTLING COM Misc Taxable Prairie View Liquor Store
213701 1,337 WINE COMPANY,THE Transportation Prairie View Liquor Store
213519 1,334 WINE COMPANY,THE Transportation Prairie Village Liquor Store
213524 1,333 WORK CONNECTION,THE Other Contracted Services Park Maintenance
213553 1,304 BROCK WHITE COMPANY LLC Landscape Materials/Supp Storm Drainage
213856 1,300 MARTIN-MCALLISTER Employment Support Test Fire
214034 1,300 HAMLINE UNIVERSITY Tuition Reimbursement/School Fire
213333 1,298 US POSTMASTER Postage Water Accounting
213496 1,275 SUBURBAN TIRE WHOLESALE INC Tires Fleet Operating
213599 1,269 HIRSHFIELDS PAINT MANUFACTURIN Operating Supplies Park Maintenance
214105 1,266 WINE COMPANY,THE Transportation Prairie View Liquor Store
213873 1,263 MINNESOTA TROPHIES&GIFTS Operating Supplies Fire
213574 1,260 EDEN PRAIRIE ROTARY CLUB Deposits Den Road Liquor Store
213477 1,234 REINDERS INC Chemicals Park Maintenance
213865 1,180 MIDWEST COCA COLA BOTTLING COM Misc Taxable Prairie Village Liquor Store
213931 1,159 SPECIALIZED ENVIRONMENTAL TECH Landscape Materials/Supp Park Maintenance
213971 1,148 WORK CONNECTION,THE Other Contracted Services Park Maintenance
213517 1,145 WALL TRENDS INC Contract Svcs-General Bldg City Hall-CAM
213699 1,140 WALL TRENDS INC Contract Svcs-General Bldg Fitness/Conference-Cmty Ctr
213559 1,119 CENTERPOINT ENERGY Gas Water Treatment Plant
214089 1,109 STRAND MANUFACTURING CO INC Equipment Repair&Maint Sewer Liftstation
213509 1,103 UNITED RENTALS NORTHWEST INC Equipment Parts Storm Drainage
213896 1,103 PRAIRIE ELECTRIC COMPANY Contract Svcs-Electrical Fitness/Conference-Cmty Ctr
213796 1,102 GE CAPITAL Other Rentals Customer Service
213998 1,101 BOUND TREE MEDICAL LLC EMS Supplies Fire
213708 1,099 WM MUELLER AND SONS INC Gravel Water System Maintenance
213512 1,090 US HEALTH WORKS MEDICAL GRP MN Health&Fitness Fire
214018 1,079 DEPARTMENT OF HUMAN SERVICES Other Contracted Services Park Maintenance
213589 1,071 GUNDERSON,CONSTANCE L. Instructor Service Arts Center
213709 1,069 WORK CONNECTION,THE Other Contracted Services Park Maintenance
213917 1,068 SAM'S CLUB Operating Supplies Halloween Party
213745 1,066 BLOOMINGTON,CITY OF Kennel Services Animal Control
213813 1,065 HARTFORD NUT AR Utility Water Enterprise Fund
213584 1,061 GRAINGER Small Tools Facilities Staff
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
213498 1,058 SURLY BREWING CO Beer Prairie Village Liquor Store
213582 1,057 GE CAPITAL Other Rentals Customer Service
214073 1,040 PAUL'S TWO-WAY RADIO Other Contracted Services Public Safety Communications
213405 1,040 HORIZON COMMERCIAL POOL SUPPLY Supplies-Pool Pool Maintenance
213798 1,035 GOOD,JAMIE Tuition Reimbursement/School Organizational Services
213387 1,013 FIRENET SYSTEMS INC Building Repair&Maint. Utility Operations-General
213884 1,012 OUTDOORS AGAIN INC Other Contracted Services Park Maintenance
213365 1,011 CERIDIAN Ceridian IT Operating
213455 1,010 O'REILLY AUTOMOTIVE INC Equipment Parts Fleet Operating
214059 996 METRO SALES INCORPORATED* Other Rentals Customer Service
213632 992 MEDICINE LAKE TOURS Special Event Fees Trips
213995 982 BAUER BUILT TIRE AND BATTERY Tires Fleet Operating
213940 971 STREICHERS Clothing&Uniforms Police
213953 954 TWIN CITY FILTER SERVICE INC Repair&Maint.Supplies Water Treatment Plant
213778 950 EDEN PRAIRIE FIREFIGHTER'S REL Union Dues Withheld General Fund
213676 934 SPEEDPRO IMAGING INC Operating Supplies Ice Rink#1
213375 934 EARL F ANDERSEN INC Signs Traffic Signs
213530 908 GARY CARLSON EQUIPMENT Small Tools Storm Drainage
213516 902 VISTAR CORPORATION Merchandise for Resale Concessions
213619 890 JT ARCHITECTURAL SALES LLC Supplies-Electrical Park Shelters
213863 878 MHSRC/RANGE Tuition Reimbursement/School Police
213700 874 WALSER CHRYSLER JEEP Equipment Parts Fleet Operating
213882 868 OPPORTUNITY PARTNERS Janitor Service Fire Station#2
213555 860 BROWN,PAUL Other Contracted Services Touch Football
213383 857 FASTENAL COMPANY Equipment Parts Fleet Operating
214006 854 CENTURYLINK Process Control Services Water Treatment Plant
213980 850 DUDA PLUMBING SERVICE INC Other Contracted Services Rehab
213647 828 NEUMANN,NEAL Other Contracted Services Softball
213800 825 GRAINGER Equipment Parts Fleet Operating
213543 808 ASSOCIATED BAG COMPANY Operating Supplies Inspections-Administration
213912 805 ROJAS,REGINA Conference Expense Planning
213748 796 BOURGET IMPORTS Transportation Prairie Village Liquor Store
213353 789 BOYER TRUCKS Equipment Parts Fleet Operating
214023 787 ETHANOL PRODUCTS LLC Treatment Chemicals Water Treatment Plant
213698 786 VTI Building Repair&Maint. Utility Operations-General
214098 781 VAN PAPER COMPANY Cleaning Supplies Park Shelters
213505 776 TJ CONEVERA'S INC Training Supplies Police
213369 775 COMMERCIAL STEAM TEAM Other Contracted Services Prairie View Liquor Store
213554 771 BROTHERS FIRE PROTECTION Contract Svcs-Fire/Life/Safe Ice Arena Maintenance
4308 763 MINNESOTA DEPT OF REVENUE Motor Fuels Fleet Operating
213622 758 KRISS PREMIUM PRODUCTS INC Repair&Maint-Ice Rink Ice Arena Maintenance
213650 750 OKEE DOKEE BROTHERS,THE Other Contracted Services Special Initiatives
213564 750 COMPRESSED AIR CONCEPTS LLLC Contract Svcs-General Bldg Public Works/Parks
213508 736 UNIFORMS UNLIMITED Operating Supplies Police
213422 735 LAVAN FLOOR COVERING Other Contracted Services Facilities Capital
213567 723 DEPARTMENT OF COMMERCE Abandoned Property General Fund
213949 716 TKO WINES,INC Wine Imported Prairie Village Liquor Store
213515 714 VINOCOPIA Transportation Prairie View Liquor Store
213542 710 ASPEN WASTE SYSTEMS INC. Waste Disposal Senior Center
213439 710 MIDWEST ASPHALT CORPORATION Repair&Maint.Supplies Storm Drainage
214061 696 MIDWEST ASPHALT CORPORATION Equipment Repair&Maint Water System Maintenance
213598 688 HIGHWAY TECHNOLOGIES INC Equipment Parts Storm Drainage
213826 688 HYDRO-VAC INC Equipment Repair&Maint Sewer System Maintenance
213634 685 MENARDS Repair&Maint-Ice Rink 3rd Sheet of Ice
213696 683 VIKING ELECTRIC SUPPLY Equipment Parts Sewer Liftstation
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
4312 683 CERIDIAN Garnishment Withheld General Fund
213992 680 AQUA ENGINEERING INC Grounds Maintenance Utility Operations-General
213368 680 COMMERCIAL PARTNERS TITLE LLC Deposits Escrow
213686 679 TESSMAN SEED CO Landscape Materials/Supp Parks Referendum
213570 673 DREW'S CONCESSIONS LLC Merchandise for Resale Concessions
213557 672 CARRON NET COMPANY,INC Recreation Supplies Volleyball
213718 672 A-SCAPE INC Contract Svcs-Lawn Maint. Fire Station#2
213585 668 GRAND PERE WINES INC Transportation Prairie Village Liquor Store
213752 667 BUCK,NATHAN Other Contracted Services Softball
4318 663 CERIDIAN Garnishment Withheld General Fund
213420 663 LANO EQUIPMENT INC Other Rentals Storm Drainage
213812 657 HANSEN THORP PELLINEN OLSON Improvement Contracts Water Capital
214013 652 COMPAR INC Computers Water Treatment Plant
213600 652 HOHENSTEINS INC Beer Den Road Liquor Store
213777 649 EARL F ANDERSEN INC Signs Traffic Signs
214099 646 VISTAR CORPORATION Merchandise for Resale Concessions
213453 645 NEHL,CHERI Refunds Storm Drainage
213802 640 GRAPE BEGINNINGS Transportation Den Road Liquor Store
214030 631 GREENSIDE INC Contract Svcs-Lawn Maint. City Hall-CAM
213797 630 GETTMAN COMPANY Misc Taxable Prairie Village Liquor Store
213652 618 PARLEY LAKE WINERY Wine Domestic Prairie Village Liquor Store
213859 600 METRO ELEVATOR INC Contract Svcs-Elevator City Hall-CAM
214086 600 SPECIAL SERVICES GROUP LLC Other Contracted Services Police
213727 594 AMERICAN BOTTLING COMPANY,THE Misc Taxable Den Road Liquor Store
213637 592 MINNESOTA CLAY CO.USA Operating Supplies Arts Center
213908 585 RETROFIT RECYCLING INC Supplies-Electrical Fitness/Conference-Cmty Ctr
213407 585 INTERACTIVE STRATEGIES GROUP General 494 Corridor Commission
213875 583 MORAN USA,LLC Transportation Den Road Liquor Store
213759 583 CENTURYLINK Maintenance Contracts E-911 Program
213454 582 NUSS TRUCK GROUP INC Equipment Repair&Maint Storm Drainage
213535 574 KAEHLER,BILL Other Hardware IT Operating
213449 570 MIRACLE RECREATION EQUIPMENT C Other Assets Capital Impr/Maint Fixed
4325 562 CERIDIAN Garnishment Withheld General Fund
213668 554 SCHMITZ,THOMAS Office Supplies Fire
213493 552 STINSON,STEVEN J Other Contracted Services Softball
213810 549 HACH COMPANY Laboratory Chemicals Water Treatment Plant
214058 544 METRO FIRE Protective Clothing Fire
213864 543 MIDWEST ASPHALT CORPORATION Repair&Maint.Supplies Storm Drainage
213502 543 THE OASIS GROUP Employee Assistance Organizational Services
214102 542 WALSER CHRYSLER JEEP Equipment Parts Fleet Operating
213393 540 GOVDELIVERY Software Maintenance IT Operating
213799 540 GOVDELIVERY Software Maintenance IT Operating
213636 537 MIDWEST COCA COLA BOTTLING COM Misc Taxable Den Road Liquor Store
213920 530 SHAMROCK GROUP,INC-ACE ICE Transportation Prairie Village Liquor Store
213878 528 NORTHERN TOOL Equipment Parts Fleet Operating
213541 528 AMERITRAK Other Contracted Services Snow&Ice Control
213394 526 GRAINGER Supplies-HVAC Fitness/Conference-Cmty Ctr
213648 524 NEW FRANCE WINE COMPANY Transportation Den Road Liquor Store
213352 520 BOURGET IMPORTS Transportation Prairie Village Liquor Store
213692 519 TRUE FABRICATIONS Operating Supplies Den Road Liquor Store
213955 519 UNIFORMS UNLIMITED Clothing&Uniforms Police
213351 515 BOUNDLESS NETWORK Clothing&Uniforms Birthday Parties
213612 512 JOHN DEERE LANDSCAPES/LESCO Repair&Maint.Supplies Park Maintenance
214009 510 CHRISTIANS INC Building Permits General Fund
213504 483 TIMM,KEVIN Other Contracted Services Touch Football
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
214088 479 STAPLES ADVANTAGE Office Supplies Customer Service
213977 476 ZIEGLER INC Equipment Parts Fleet Operating
213529 473 COSTCO Employee Award Organizational Services
213674 470 SODA RESTORATION Janitor Service Park Shelters
214068 467 NORTH CENTRAL LABORATORIES Laboratory Chemicals Water Treatment Plant
213794 460 FREY,LYNDELL Mileage&Parking Athletic Programs Admin
213487 460 SNEEN,NICOLE D Other Contracted Services Softball
214109 460 YOERKS,CHRIS AR Utility Water Enterprise Fund
213347 459 BERRY COFFEE COMPANY Merchandise for Resale Concessions
213527 452 Z WINES USA LLC Transportation Prairie View Liquor Store
213690 450 TOTAL ENTERTAINMENT Other Contracted Services Special Events(CC)
213991 449 ANCOM COMMUNICATIONS INC Equipment Repair&Maint Public Safety Communications
213428 446 MAROTTA,VIC Instructor Service Fall Skill Development
213915 446 RUE,RODNEY Mileage&Parking Engineering
213870 446 MINNESOTA ELEVATOR INC Contract Svcs-Elevator Fitness/Conference-Cmty Ctr
213793 446 FLYING CLOUD T/S#U70 Waste Disposal Park Maintenance
213924 444 SK PARTNERS Reimbursement Storm Drainage
213787 443 FASTENAL COMPANY Equipment Parts Fleet Operating
213427 441 LORENZ,JOYCE Cable TV Communications
213658 439 POMP'S TIRE SERVICE INC Tires Fleet Operating
213736 438 BANK BEER CO Beer Den Road Liquor Store
213871 437 MINNESOTA PRINT MANAGEMENT LLC Office Supplies Customer Service
213528 437 ZOELLNER,MARK Other Contracted Services Softball
213596 437 HENRY,PAUL Other Contracted Services Volleyball
213344 436 ASSET RECOVERY CORPORATION Other Hardware IT Operating
213723 430 AGGREGATE INDUSTRIES Repair&Maint.Supplies Storm Drainage
213435 424 MENARDS Repair&Maint.Supplies Utility Operations-General
213951 422 TRI COUNTY BEVERAGE&SUPPLY Misc Non-Taxable Prairie View Liquor Store
214010 422 CLAREYS INC Safety Supplies Sewer Utility-General
214000 420 BROTHERS FIRE PROTECTION Contract Svcs-Fire/Life/Sfty City Hall-CAM
213733 420 ASPEN WASTE SYSTEMS INC. Waste Disposal Utility Operations-General
213672 420 SIMONS,KATIE Refunds Storm Drainage
213379 418 EMBEDDED SYSTEMS INC Equipment Repair&Maint Emergency Preparedness
214079 416 REBS MARKETING Other Contracted Services Environmental Education
213933 415 SPRINT Wireless Subscription IT Operating
213620 415 KEEPERS Clothing&Uniforms Police
213588 414 GREATAMERICA LEASING CORP. Postage Customer Service
214003 410 CARDIAC SCIENCE CORPORATION EMS Supplies Fire
213551 406 BOYER TRUCKS Equipment Parts Fleet Operating
213751 405 BROTHERS FIRE PROTECTION Contract Svcs-Fire/Life/Safe Fire Station#4
213400 402 HD SUPPLY WATERWORKS LTD Repair&Maint.Supplies Sewer System Maintenance
213833 401 JET BLACK Other Contracted Services Rehab
213591 394 HANSEN THORP PELLINEN OLSON Design&Engineering Water Capital
213573 389 EDEN PRAIRIE MALL LLC Building Rental Rehab
214016 385 CUSTOM HOSE TECH Equipment Parts Fleet Operating
213466 383 PRAIRIE LAWN AND GARDEN Landscape Materials/Supp Street Maintenance
213994 378 ASPEN WASTE SYSTEMS INC. Waste Disposal Public Works/Parks
214075 375 PROP United Way Withheld General Fund
214097 374 VALLEY NAT'L GASES-LOC 93 Repair&Maint.Supplies Sewer Utility-General
213909 370 RICK,ELIZABETH DEE Instructor Service Outdoor Center
213356 369 BROTHERS FIRE PROTECTION Contract Svcs-Fire/Life/Safe Public Works/Parks
213737 368 BARNES,BELINDA A. Other Contracted Services Volleyball
214076 367 PROSOURCE SUPPLY Cleaning Supplies Fitness/Conference-Cmty Ctr
213976 364 Z WINES USA LLC Transportation Prairie View Liquor Store
213467 355 PRAIRIE OFFSET PRINTING Fire Prevention Supplies Fire
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
213754 352 CENTERPOINT ENERGY Gas Crestwood Park
213753 352 CBIZ FINANCIAL SOLUTIONS INC Other Contracted Services Health and Benefits
213415 351 KEEPERS Clothing&Uniforms Police
213715 350 CARVER COUNTY SHERIFF'S DEPT. Deposits Escrow
213899 349 PREMIUM WATERS INC Operating Supplies Fire
213929 345 SOUTHWEST SUBURBAN PUBLISHING- Advertising Community Center Admin
213907 345 RDO EQUIPMENT CO Equipment Parts Fleet Operating
213335 342 AAA LAMBERTS LANDSCAPE PRODUCT Landscape Materials/Supp Water System Maintenance
213490 340 SOUTHWEST SUBURBAN PUBLISHING- Printing Community Center Admin
213938 340 STAR TRIBUNE MEDIA COMPANY LLC Employment Advertising Organizational Services
213364 338 CENTURYLINK Telephone IT Telephone
213480 330 RICK,ELIZABETH DEE Instructor Service Outdoor Center
213642 330 MINNESOTA RECREATION&PARK AS Conference Expense Recreation Admin
214014 328 CUMMINS NORTH CENTRAL INC Equipment Repair&Maint Fleet Operating
214017 327 DE LAGE LANDEN FINANCIAL SERVI Other Rentals Customer Service
214048 327 J H LARSON COMPANY Supplies-Electrical Fitness/Conference-Cmty Ctr
213670 326 SHRED-IT Waste Disposal City Center Operations
213628 325 MAACO Equipment Repair&Maint Fleet Operating
213942 325 SUBURBAN WILDLIFE CONTROL INC Other Contracted Services Storm Drainage
214078 324 QUALITY PROPANE Motor Fuels 3rd Sheet of Ice
213431 322 MCGREGOR,RANDY Other Contracted Services Softball
213945 319 TEFLER LAWN&LANDSCAPING Other Contracted Services Park Maintenance
213835 312 JOHN DEERE LANDSCAPES/LESCO Landscape Materials/Supp Parks Referendum
213664 312 RAY,LEE Other Contracted Services Softball
214081 308 RIGHTWAY GLASS INC Equipment Repair&Maint Fleet Operating
213603 305 HORIZON COMMERCIAL POOL SUPPLY Supplies-Pool Pool Maintenance
213666 305 RICK,ELIZABETH DEE Instructor Service Outdoor Center
213360 302 CENTER FOR HEALTHY LIVING Instructor Service Senior Center Programs
213479 300 RICHFIELD BUS COMPANY Special Event Fees Red Hat
214064 300 MINNESOTA DEPARTMENT OF HEALTH Licenses&Taxes WAFTA
213629 300 MATSON,TOM Small Tools Fleet Operating
213806 298 GS DIRECT Operating Supplies Engineering
213952 295 TRUE FABRICATIONS Misc Taxable Den Road Liquor Store
213578 295 FASTSIGNS Office Supplies Community Center Admin
213693 294 UNIFORMS UNLIMITED Clothing&Uniforms Police
213450 290 MOBIUS INC Conference Expense Parks Administration
213486 284 SIGNSOURCE Office Supplies Administration
213771 284 DESIGN DESIGN Transportation Den Road Liquor Store
213872 283 MINNESOTA ROADWAYS CO Improvements to Land Capital Maint.&Reinvestment
213618 283 JOHNSTONE SUPPLY Supplies-HVAC City Hall-CAM
213762 279 CONSTRUCTION MATERIALS INC Asphalt Overlay Street Maintenance
213726 278 AMARA WINES LLC Transportation Prairie Village Liquor Store
213438 274 MID AMERICA FESTIVALS Deposits Escrow
214005 274 CDW GOVERNMENT INC. Other Hardware IT Operating
214082 270 ROOT 0 MATIC Equipment Repair&Maint Sewer System Maintenance
213673 270 SINELL,STEVE Mileage&Parking Assessing
213349 268 BLOOMINGTON SECURITY SOLUTIONS Contract Svcs-Security Public Works/Parks
213958 267 VINOCOPIA Transportation Den Road Liquor Store
213417 266 KUSTOM SIGNALS INC Equipment Repair&Maint Police
213888 263 PETERSON,JUDD Other Contracted Services Water Capital
213792 259 FLYING CLOUD ANIMAL HOSPITAL Operating Supplies Police
213809 258 GYM WORKS Equipment Repair&Maint Fitness Center
213361 258 CENTERPOINT ENERGY Gas Crestwood Park
213749 257 BOYER TRUCKS Equipment Parts Fleet Operating
214067 257 MPX GROUP,THE Office Supplies Fire
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
213401 256 HOFF,BARRY&KOZAR,P.A. Legal Legal Council
213392 255 GERTENS Landscape Materials/Supp Park Maintenance
213770 251 DELEGARD TOOL CO Small Tools Fleet Operating
214062 250 MILIO'S SANDWICHES Merchandise for Resale Concessions
213336 249 AARON CARLSON CORPORATION Supplies-General Bldg Fitness/Conference-Cmty Ctr
214051 249 LANO EQUIPMENT INC Equipment Parts Fleet Operating
213340 249 AMARA WINES LLC Transportation Prairie Village Liquor Store
214057 243 MENARDS Repair&Maint.Supplies Fire
213342 242 AMERIPRIDE LINEN&APPAREL SER Repair&Maint.Supplies Prairie View Liquor Store
213728 239 AMERICAN SOLUTIONS FOR BUSINES Clothing&Uniforms Day Care
213877 238 NORTH CENTRAL LABORATORIES Laboratory Chemicals Water Treatment Plant
213565 238 CONCRETE CUTTING&CORING INC Equipment Parts Fleet Operating
213744 236 BERTELSON TOTAL OFFICE SOLUTIO Office Supplies Utility Operations-General
213377 232 EDEN PRAIRIE NOON ROTARY CLUB Dues&Subscriptions Community Development Admin.
213552 231 BRO-TEX INC Equipment Parts Fleet Operating
213474 229 QUILL.COM Operating Supplies Utility Operations-General
213446 229 MINNESOTA SAFETY SERVICES LLC Other Contracted Services Pool Lessons
213844 228 KUSSMAUL ELECTRONICS CO INC Equipment Parts Fleet Operating
213442 228 MINNESOTA CLAY CO.USA Equipment Repair&Maint Arts Center
213463 228 PINNACLE DISTRIBUTING Misc Taxable Prairie Village Liquor Store
213849 227 LEXISNEXIS Other Contracted Services Police
214060 226 METROPOLITAN FORD Equipment Parts Fleet Operating
214080 225 RICK,ELIZABETH DEE Instructor Service Outdoor Center
213507 222 TRI COUNTY BEVERAGE&SUPPLY Misc Non-Taxable Prairie Village Liquor Store
213773 219 DMX MUSIC Other Contracted Services Prairie View Liquor Store
213897 219 PRAIRIE RESTORATIONS INC Other Contracted Services Storm Drainage
213832 217 JASON'S DELI Operating Supplies Police
213359 214 CAT&FIDDLE BEVERAGE Transportation Prairie View Liquor Store
214012 213 COMMUNITY HEALTH CHARITIES United Way Withheld General Fund
213426 212 LIBERTY TIRE RECYCLING-MN Waste Disposal Fleet Operating
213775 211 DMX MUSIC Other Contracted Services Den Road Liquor Store
213639 210 MINNESOTA DEPT OF LABOR AND IN Licenses&Taxes Fire Station#3
213403 207 HOLMES,TOM Other Contracted Services Volleyball
214045 205 INFRATECH Repair&Maint.Supplies Water System Maintenance
213482 205 ROTO-ROOTER Contract Svcs-Plumbing City Hall-CAM
214050 204 JASON'S DELI Operating Supplies Police
213854 203 MARGRON SKOGLUND WINE IMPORTS, Transportation Prairie View Liquor Store
214033 201 HACH COMPANY Laboratory Chemicals Water Treatment Plant
214031 200 GUNDERSON,CONSTANCE L. Instructor Service Arts Center
213563 200 COMCAST Wireless Subscription IT Operating
213556 200 BUSWELL,DAVE Mileage&Parking Assessing
213764 198 CROFUT FAMILY WINERY Wine Domestic Prairie Village Liquor Store
213372 198 DE LAGE LANDEN FINANCIAL SERVI Equipment Repair&Maint IT Operating
213769 198 DE LAGE LANDEN FINANCIAL SERVI Other Rentals Facilities Staff
213779 198 EDEN PRAIRIE HISTORICAL SOCIET Special Event Fees Trips
213691 194 TRI COUNTY BEVERAGE&SUPPLY Misc Non-Taxable Den Road Liquor Store
213757 193 CENTURYLINK Telephone E-911 Program
213540 191 AMERIPRIDE LINEN&APPAREL SER Cleaning Supplies Prairie Village Liquor Store
213623 190 LAKE COUNTRY DOOR LLC Contract Svcs-General Bldg City Hall-CAM
214091 190 TASK FORCE 1 INC Tuition Reimbursement/School Fire
213404 189 HORGAN,KEVIN M Mileage&Parking Utility Operations-General
213669 189 SHAMROCK GROUP,INC-ACE ICE Transportation Den Road Liquor Store
213786 185 EXTREME BEVERAGE Misc Taxable Prairie Village Liquor Store
214072 185 PAPER DIRECT INC Advertising Wine Club
213500 184 TAYLOR,SCOTT Conference Expense Fire
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
213601 184 HOLMES,TOM Other Contracted Services Volleyball
213824 184 HOLMES,TOM Other Contracted Services Volleyball
213746 183 BOBBY&STEVE'S AUTO WORLD EDE Motor Fuels Fleet Operating
213710 182 WYDRA,TEEGAN Mileage&Parking Tree Disease
213633 182 MEIERS,NICHOLAS J Instructor Service Outdoor Center
213901 180 PRINTERS SERVICE INC Contract Svcs-Ice Rink Ice Arena Maintenance
213902 178 QUALITY PROPANE Motor Fuels Ice Arena Maintenance
214095 177 UNITED WAY United Way Withheld General Fund
213765 177 CUB FOODS EDEN PRAIRIE Operating Supplies Police
213731 174 ANIMAL CARE EQUIPMENT&SVS Operating Supplies Animal Control
213604 171 I-STATE TRUCK CENTER Equipment Parts Fleet Operating
214028 170 GRAINGER Building Repair&Maint. Water Wells
213729 169 AMERIPRIDE LINEN&APPAREL SER Repair&Maint.Supplies Den Road Liquor Store
213719 166 AARP 55 ALIVE MATURE DRIVING Other Contracted Services Senior Center Programs
213989 163 AMERICAN TIME&SIGNAL CO Supplies-General Bldg Fitness/Conference-Cmty Ctr
213485 163 SHAMROCK GROUP,INC-ACE ICE Transportation Prairie Village Liquor Store
213846 162 LANDS END CORPORATE SALES Clothing&Uniforms Police
213421 161 LATZIG,NONA J Other Contracted Services Volleyball
213821 161 HENRY,PAUL Other Contracted Services Volleyball
213919 160 SCRAP METAL PROCESSORS INC Waste Disposal Fleet Operating
213341 160 AMERICAN RED CROSS Licenses,Permits,Fees Pool Lessons
213937 160 STAPLES ADVANTAGE Office Supplies Customer Service
214066 158 MOTOROLA Equipment Repair&Maint Public Safety Communications
213470 156 PROSOURCE SUPPLY Cleaning Supplies Fitness/Conference-Cmty Ctr
213471 156 QUALITY PROPANE Motor Fuels Ice Arena Maintenance
213433 155 MCPHERSON,MARK Conference Expense Heritage Preservation
213660 155 QUALITY PROPANE Motor Fuels Ice Arena Maintenance
213607 154 INDUSTRIAL AND RESIDENTIAL LIG Repair&Maint.Supplies Utility Operations-General
213997 154 BERTELSON TOTAL OFFICE SOLUTIO Office Supplies Utility Operations-General
213868 153 MINNESOTA CONWAY Equipment Repair&Maint Fire
213683 151 STREICHERS Training Supplies Police
213357 150 BROWNING,RYAN Other Hardware IT Operating
213464 150 PLEAA Tuition Reimbursement/School Police
213605 150 IAFCI Licenses&Taxes Police
213808 150 GUNDERSON,CONSTANCE L. Instructor Service Arts Center
214041 150 HIGHWAY TECHNOLOGIES INC Other Rentals Storm Drainage
213577 146 FASTENAL COMPANY Equipment Parts Fleet Operating
213944 144 TAYLOR,EMILY Instructor Service Arts Center
213982 144 440400-NCPERS MINNESOTA PERA Health and Benefits
214044 144 IND SCHOOL DIST 272 Printing Arts Center
213894 141 PINNACLE DISTRIBUTING Misc Taxable Den Road Liquor Store
213334 139 A TO Z RENTAL CENTER Operating Supplies Street Maintenance
213767 139 DALE GREEN COMPANY,THE Signs Park Maintenance
213436 137 METRO APPLIANCE RECYCLING Waste Disposal Fleet Operating
213406 137 IND SCHOOL DIST 272 Printing Sunbonnet Days
213476 135 RDO EQUIPMENT CO Equipment Parts Fleet Operating
213448 134 MINT CONDITION DETAILING INC Equipment Repair&Maint Fleet Operating
213475 130 RAY,LEE Other Contracted Services Softball
213869 130 MINNESOTA DEPT OF LABOR AND IN Licenses&Taxes Water Treatment Plant
214094 128 UNIFORMS UNLIMITED Clothing&Uniforms Police
213857 127 MCQUAY INTERNATIONAL Supplies-HVAC City Hall-CAM
213445 125 MINNESOTA RECREATION&PARK AS Conference Expense Aquatics&Fitness Admin
213550 125 BOB BUSSEY Other Contracted Services Communications
213820 125 HENNEPIN COUNTY TREASURER Operating Supplies-Escrow Planning
4329 124 OPTUM HEALTH FINANCIAL SERVICE Other Contracted Services Health and Benefits
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
213539 123 AMERICAN BOTTLING COMPANY,THE Misc Taxable Den Road Liquor Store
213469 123 PRIORITY COURIER EXPERTS Equipment Repair&Maint Fleet Operating
213815 123 HD SUPPLY WATERWORKS LTD Repair&Maint.Supplies Water System Maintenance
213791 121 FIRST SUPPLY Supplies-HVAC Fitness/Conference-Cmty Ctr
213457 120 OFFICE OF THE SECRETARY OF STA Dues&Subscriptions Administration
213717 120 2011 DULUTH K9 TRIAL Tuition Reimbursement/School Police
214093 118 TWIN CITY SEED CO Operating Supplies Park Maintenance
213758 118 CENTURYLINK Telephone IT Telephone
213459 116 OSI BATTERIES INC Operating Supplies Traffic Signals
213367 114 CHISAGO LAKES DISTRIBUTING Beer Prairie Village Liquor Store
214090 114 STREICHERS Clothing&Uniforms Police
213411 110 JOHN DEERE LANDSCAPES/LESCO Landscape Materials/Supp Street Maintenance
213419 109 LANDS END CORPORATE SALES Clothing&Uniforms Police
213990 107 AMERIPRIDE LINEN&APPAREL SER Cleaning Supplies Prairie Village Liquor Store
213537 107 A TO Z RENTAL CENTER Other Rentals Storm Drainage
214037 107 HD SUPPLY WATERWORKS LTD Equipment Parts Water Treatment Plant
214056 105 MEIERS,NICHOLAS J Instructor Service Outdoor Center
213465 105 POND,ROBIN Other Contracted Services Theatre Initiative
213677 105 SPS COMPANIES Supplies-General Bldg City Hall-CAM
213934 105 SPS COMPANIES Supplies-Plumbing City Hall-CAM
213491 105 SPECIALTY TURF&AG INC Chemicals Park Maintenance
213811 101 HALLOCK COMPANY INC Equipment Parts Water Treatment Plant
213743 101 BERGREN,BETH Instructor Service Senior Center Programs
4309 100 GENESIS EMPLOYEE BENEFITS,INC HRA Health and Benefits
213432 100 MCLEOD COUNTY SHERIFFS DEPT. Deposits Escrow
213499 100 TAYLOR,EMILY Instructor Service Arts Center
214024 100 FEDEX Postage Human Resources
4327 99 VANCO SERVICES Miscellaneous Community Center Admin
213790 97 FERRELLGAS Motor Fuels Fleet Operating
213608 95 JANEX INC Operating Supplies Den Road Liquor Store
213424 95 LEAGUE MN CITIES INS TRUST Conference Expense Administration
213510 95 UNIVERSITY OF MINNESOTA Tuition Reimbursement/School Police
213511 95 UNIVERSITY OF MINNESOTA Tuition Reimbursement/School Police
213378 95 ELECTRIC PUMP Equipment Parts Sewer Liftstation
213481 94 ROSEMOUNT SAW&TOOL CO Equipment Repair&Maint Fleet Operating
213914 94 ROSEMOUNT SAW&TOOL CO Equipment Repair&Maint Fleet Operating
214019 93 DIRECTV Cable TV Community Center Admin
213576 92 ELIASON,STEVE J Other Contracted Services Softball
213643 92 MN MAINTENANCE EQUIPMENT INC Equipment Repair&Maint Park Maintenance
214038 92 HEFFERAN,CINDI Operating Supplies Day Care
213617 91 JOHNSTONE SUPPLY Supplies-Garden Room Garden Room Repairs
213721 91 ACTION FLEET INC Equipment Repair&Maint Fleet Operating
213350 90 BOLD,PAULINE Instructor Service Outdoor Center
213497 90 SUPERIOR WINE IMPORTS Wine Imported Prairie View Liquor Store
213822 90 HICKMAN,JON Instructor Service Outdoor Center
214087 90 SQUARE CUT Other Contracted Services Senior Center Admin
213468 89 PRIMESOURCE BUILDING PRODUCTS Operating Supplies Senior Center Admin
213900 89 PRIME SOURCE ONE LLC Operating Supplies Senior Center Admin
213624 89 LAMERS,ANDREW Mileage&Parking Tree Disease
213568 88 DIRECTV Cable TV Community Center Admin
213689 88 TOM'S WINDOW CLEANING Janitor Service-General Bldg Den Road Liquor Store
214027 88 GOLDEN VALLEY SUPPLY CO Supplies-General Bldg City Hall-CAM
213635 88 METROPOLITAN FORD Equipment Parts Fleet Operating
213678 87 STANLEY SECURITY SOLUTIONS INC Direct Tenant#3-Comp.Nutrit Den Bldg.-Direct
213536 86 PETTY CASH-EPCC
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
213444 85 MINNESOTA REAL ESTATE JOURNAL Prepaid Expenses General Fund
213682 85 STOVRING,LESLIE Mileage&Parking Storm Drainage
213963 84 WHEELER LUMBER LLC Building Materials Homeward Hills Park
213788 84 FASTSIGNS Operating Supplies Special Events(CC)
214039 84 HENNEPIN COUNTY TREASURER Operating Supplies-Escrow Planning
213948 83 TIGER TECHNOLOGIES Software Maintenance IT Operating
213386 82 FILTRATION SYSTEMS Supplies-HVAC City Hall-CAM
213518 81 WILSONS NURSERY INC Repair&Maint.Supplies Park Maintenance
213684 81 SUBURBAN CHEVROLET Equipment Parts Fleet Operating
213390 81 G&K SERVICES-MPLS INDUSTRIAL Other Rentals Park Maintenance
213916 81 RUNNING,DEAN Mileage&Parking Park Facilities
213544 81 AT&T MOBILITY Pager&Cell Phone Water System Maintenance
213850 80 LIFT BRIDGE BREWERY Beer Prairie View Liquor Store
213996 80 BERGET,LINETTE Instructor Service Outdoor Center
213763 80 CORDES,JEFFREY Clothing&Uniforms Park Maintenance
213828 78 IND SCHOOL DIST 272 Building Rental Transportation Fund
213923 77 SIRCHIE FINGER PRINT LABORATOR Operating Supplies Police
213987 76 AIR ENGINEERING AND SUPPLY Supplies-General Bldg Fire Station#1
213451 75 MTRA Conference Expense Recreation Admin
213867 75 MINNEAPOLIS FINANCE DEPARTMENT Software Maintenance IT Operating
214020 75 EDEN PRAIRIE CHAMBER OF COMMER Miscellaneous Parks Administration
213385 74 FEDEX Postage Human Resources
213382 72 EXTREME BEVERAGE Misc Taxable Prairie Village Liquor Store
213533 72 STAR TRIBUNE MEDIA COMPANY LLC Dues&Subscriptions Utility Operations-General
213646 71 MPX GROUP,THE Printing Police
213918 71 SCHROEDER,DUANE AR Utility Water Enterprise Fund
214049 70 JANEX INC Cleaning Supplies Police City Center
213370 69 DALE GREEN COMPANY,THE Signs Park Maintenance
214052 69 LAWN RANGER,INC,THE Other Contracted Services Trails Referendum
213610 69 JOE,ALLAN AR Utility Water Enterprise Fund
214040 69 HENRY,PAUL Other Contracted Services Volleyball
213730 68 ANCHOR BLOCK COMPANY Repair&Maint.Supplies Dunn Brothers
213681 67 STODDARD SILENCERS Equipment Parts Water Treatment Plant
213713 67 ZIEGLER INC Equipment Parts Fleet Operating
213429 66 MATSON,TOM Small Tools Fleet Operating
213409 66 J H LARSON COMPANY Supplies-Electrical Fitness/Conference-Cmty Ctr
213549 65 BJORNSTAD,DAWN Deposits-P&R Refunds Community Center Admin
213789 65 FELKER,BARBARA Deposits-P&R Refunds Community Center Admin
213389 64 FSH COMMUNICATIONS LLC Telephone Round Lake
213836 63 JOHN J MORGAN COMPANY Supplies-HVAC Fitness/Conference-Cmty Ctr
213760 63 COMCAST Dues&Subscriptions City Council
213862 63 METROPOLITAN FORD Equipment Parts Fleet Operating
213932 62 SPRINT Telephone Engineering
213972 62 WUTTKE,TRAVIS Other Assets Capital Maint.&Reinvestment
213638 61 MINNESOTA CONWAY EMS Supplies Fire
213889 61 PETSMART Canine Supplies Police
213495 60 SUBURBAN CHEVROLET Equipment Parts Fleet Operating
213376 58 EDEN PRAIRIE NEWS Dues&Subscriptions Fire
213880 55 NORTHWEST RESPIRATORY SERVICE EMS Supplies Fire
213881 55 NUCO2 INC Supplies-Pool Pool Maintenance
213983 52 A TO Z RENTAL CENTER Other Rentals Street Maintenance
213774 52 DMX MUSIC Other Contracted Services Prairie Village Liquor Store
213423 50 LAW ENFORCEMENT RESOURCE CENTE Operating Supplies Police
213456 50 OEDEKOVEN,KIMBERLY R Instructor Service Arts Center
4326 50 VANCO SERVICES Miscellaneous Community Center Admin
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
213866 49 MIKELSON,PAUL Deposits-P&R Refunds Community Center Admin
213941 49 SUBURBAN CHEVROLET Equipment Parts Fleet Operating
213667 47 ROSEMOUNT SAW&TOOL CO Equipment Repair&Maint Park Maintenance
213651 46 OLSEN COMPANIES Repair&Maint.Supplies Sewer Liftstation
213816 46 HENNEPIN COUNTY PUBLIC RECORDS Other Contracted Services Engineering
4316 45 GENESIS EMPLOYEE BENEFITS,INC HRA Health and Benefits
4331 45 GENESIS EMPLOYEE BENEFITS,INC HRA Health and Benefits
213795 45 GARDEN ROOM FRATELLI'S GARDEN Training Supplies Organizational Services
214022 45 ENVIRONMENTAL EQUIPMENT&SERV Equipment Parts Fleet Operating
213593 43 HD SUPPLY WATERWORKS LTD Repair&Maint.Supplies Sewer System Maintenance
213671 41 SILVER STAR INDUSTRIES Equipment Parts Fleet Operating
213597 40 HICKMAN,JON Instructor Service Outdoor Center
213911 36 RIGID HITCH INCORPORATED Equipment Parts Fleet Operating
213534 36 XCEL ENERGY Electric Den Road Building
213388 35 FMAM Dues&Subscriptions Fire
214026 35 GINA MAMAS INC Operating Supplies Reserves
213922 33 SHRED-IT Other Contracted Services Community Center Admin
213852 33 LU,WEI CHING Deposits-P&R Refunds Community Center Admin
213688 33 TKO WINES,INC Wine Imported Den Road Liquor Store
213954 32 TWIN CITY SEED CO Landscape Materials/Supp Storm Drainage
213626 31 LUBRICATION TECHNOLOGIES INC Equipment Repair&Maint Fleet Operating
213621 30 KRAEMERS HARDWARE INC Repair&Maint.Supplies Ice Arena Maintenance
214077 30 PURCHASE POWER Postage Customer Service
214112 30 TWIN CITIES ARMA Conference Expense City Clerk
213506 26 TKO WINES,INC Wine Imported Prairie View Liquor Store
4310 25 MINNESOTA DEPT OF REVENUE Licenses&Taxes Fleet Operating
213416 25 KOCOUREK,JOAN Clothing&Uniforms Police
213595 25 HENNEPIN COUNTY TREASURER Operating Supplies-Escrow Planning
213732 25 APPRAISAL INSTITUTE Dues&Subscriptions Assessing
213441 24 MINN OFFICE OF ENTERPRISE TECH Other Contracted Services Police
213546 24 BANK BEER CO Beer Prairie Village Liquor Store
213781 23 EDEN PRAIRIE WINLECTRIC Equipment Parts Emergency Preparedness
213484 22 SEELYE Repair&Maint.Supplies Water Treatment Plant
213679 22 STAPLES ADVANTAGE Office Supplies Customer Service
213735 22 AT&T MOBILITY Pager&Cell Phone Park Maintenance
213939 22 STATE OF MINNESOTA Miscellaneous DWI Forfeiture
213960 21 WALWARK,SARAH Deposits-P&R Refunds Community Center Admin
213818 20 HENNEPIN COUNTY TREASURER Office Supplies Administration
214008 20 CHAMPION PLUMBING Plumbing Permits General Fund
214011 18 COMCAST Operating Supplies Fire
214096 18 UPS Postage Fire
213458 17 OPHOVEN SAW SERVICE Equipment Repair&Maint Senior Center Programs
213843 16 KRAEMERS HARDWARE INC Supplies-Electrical Fitness/Conference-Cmty Ctr
213408 16 INTERNATIONAL UNION OF OPERATI Union Dues Withheld General Fund
213827 16 IND SCHOOL DIST 272 Building Rental Community Band
213829 15 IND SCHOOL DIST 272 Operating Supplies Police
214025 15 GARDEN ROOM FRATELLI'S GARDEN Training Supplies Organizational Services
213644 10 MN PRIMA Training Supplies Human Resources
213874 9 MINNESOTA VALLEY ELECTRIC COOP Electric Riley Creek Woods
213358 5 BRUENING,CHARLOTTE Deposits-P&R Refunds Community Center Admin
213842 5 KOCOUREK,JOAN Clothing&Uniforms Police
4330 4 VANCO SERVICES Bank and Service Charges Sewer Utility-General
213437 3 METROPOLITAN FORD Equipment Parts Fleet Operating
213560 3 CENTRAIRE INC Mechanical Permits General Fund
Check# Amount Vendor/Explanation Account Description Business Unit Explanation
4,181,381 Grand Total
City of Eden Prairie
Purchasing Card Payment Report
9/20/2011 Payment
Amount Explanation Vendor Account Description Business Unit
12 US-Picnic Tables MENARDS Building Materials Park Maintenance
16 US-FC Dog Park MENARDS Repair&Maint.Supplies Park Maintenance
117 US-Hockey Rink Repairs STERLING FENCE INC Repair&Maint.Supplies Park Maintenance
356 US-Miller Hockey HOME DEPOT CREDIT SERVICES Building Materials Park Maintenance
21 US-Homeward hills HOME DEPOT CREDIT SERVICES Building Repair&Maint. Park Maintenance
317 US-Membership IABC Dues&Subscriptions Communications
365 US-Dues PRSA Dues&Subscriptions Communications
490 US-Chan Trip CHANHASSEN DINNER THEATRE Special Event Fees Trips
50 US-Red Hats Trip WABASHA STREET CAVES Special Event Fees Red Hat
36 US-Snacks CUB FOODS EDEN PRAIRIE Special Event Fees Senior Center Programs
610 US-Golf Classic TRADITIONS OLD&NEW Other Contracted Services Senior Center Programs
160 US-Red Hats Trip WABASHA STREET CAVES Special Event Fees Red Hat
12 US-Kitchen Supplies WALMART COMMUNITY Operating Supplies Senior Center Admin
59 US-Fall Festival PARTY CITY Special Event Fees Senior Center Programs
424 US-Tickets HISTORY THEATRE Special Event Fees Trips
13 US-Bingo Supplies DOLLAR TREE STORES,INC. Operating Supplies Senior Center Admin
15 US-Fall Festival RAINBOW FOODS INC. Special Event Fees Senior Board
596 US-Fall Festival ANNIE'S CAFE Special Event Fees Senior Center Programs
51 US-Step Ladder MENARDS Small Tools Park Maintenance
226 US-Catch Basins MENARDS Repair&Maint.Supplies Sewer System Maintenance
322 US-Glue MENARDS Repair&Maint.Supplies Sewer System Maintenance
430 US-Weed Whip/Shop Supplies HOME DEPOT CREDIT SERVICES Repair&Maint.Supplies Water System Maintenance
86 US-Scanner OFFICE DEPOT CREDIT PLAN Computers Utility Operations-General
54 US-Hydrant Supplies MENARDS Repair&Maint.Supplies Water System Maintenance
493 US-AWWA Conference THE SUITES HOTEL Travel Expense Utility Operations-General
15 US-Flying Cloud Expo MENARDS Repair&Maint.Supplies Park Maintenance
18 US-Inadvertent personal use THE PROP SHOP Deposits Escrow
12 US-Hose Clamps NAPA AUTO PARTS Repair&Maint.Supplies Sewer System Maintenance
45 US-Marking Wand MENARDS Repair&Maint.Supplies Water System Maintenance
111 US-Oil for Trucks NAPA AUTO PARTS Lubricants&Additives Sewer System Maintenance
89 US-Gas for Chiefs Meeting CLARK 9368 Operating Supplies Fire
6 US-Meeting MCDONALDS Operating Supplies General Fund
19 US-Meeting GOOD OL DAYS BAR AND GRILL Operating Supplies Fire
559 US-Conference HYATT HOTELS Travel Expense City Council
174 US-Council Workshop BAKERS'RIBS Miscellaneous City Council
46 US-Evidence Packing/shipping FEDEX Operating Supplies Police
19 US-Evidence Packing/shipping FEDEX Operating Supplies Police
28 US-Baseline MENARDS Repair&Maint.Supplies Park Maintenance
1 US-Irrigation SUPER AMERICA Repair&Maint.Supplies Park Maintenance
64 US-Irrigation MENARDS Repair&Maint.Supplies General Fund
11 US-Irrigation MENARDS Repair&Maint.Supplies Park Maintenance
49 US-Baseline Irrigation MENARDS Repair&Maint.Supplies Park Maintenance
134 US-Float Switches SIMPLEX INC Equipment Parts Water Treatment Plant
88 US-Camera Accessories BEST BUY Computers Water Treatment Plant
47 US-Class-dinner GRANDMA'S SALOON&DELI Tuition Reimbursement/School Water Treatment Plant
30 US-Dinner,Water School OLD CHICAGO Tuition Reimbursement/School Water Treatment Plant
89 US-Supper-School TIMBER LODGE STEAKHOUSE Tuition Reimbursement/School Water Treatment Plant
Amount Explanation Vendor Account Description Business Unit
753 US-Press Controls GROSS AUTOMATION Equipment Parts Water Treatment Plant
473 US-Class in Duluth CANAL PARK LODGE Tuition Reimbursement/School Water Treatment Plant
260 US-Conference PAYPAL INC Conference Expense Community Development Admin.
560 US-Conference RAIL-VOLUTION.COM Conference Expense Community Development Admin.
529 US-Conference DELTA AIR Conference Expense Community Development Admin.
11 US-dinner,Conference GREEN MILL Conference Expense Community Development Admin.
101 US-Conference BEST WESTERN KELLY INN,THE Conference Expense Community Development Admin.
37 US-Radio 739 VIKING AUTO SALVAGE Equipment Parts Fleet Operating
209 US-Radio 739 BEST BUY Equipment Parts Fleet Operating
31 US-Small Tools MENARDS Small Tools Park Maintenance
17 US-HR Manager Position NATIONAL STUDENT CLEARINGHOUSE Other Contracted Services Organizational Services
7 US-J Stempel IT NATIONAL STUDENT CLEARINGHOUSE Other Contracted Services Organizational Services
7 US-HR Manager Position NATIONAL STUDENT CLEARINGHOUSE Other Contracted Services Organizational Services
86 US-Leadership Training BARNES&NOBLE Training Supplies Organizational Services
43 US-Training Class BARNES&NOBLE Training Supplies Organizational Services
530 US-Safety Caps XVD CORPORATION Office Supplies Customer Service
83 US-Uniform Alterations EDEN TAILORS Clothing&Uniforms Fire
11 US-Homeowners Kits OFFICEMAX CREDIT PLAN Operating Supplies General Fund
18 US-Captains Meeting CULVER'S Operating Supplies Fire
54 US-Chad Weinstein Meeting CHIANTI GRILL Operating Supplies General Fund
25 US-Baggage check DELTA AIR Operating Supplies Fire
220 US-Meetings T Wilson GOVERNMENT FINANCE OFFICERS AS Conference Expense Finance
20 US-Epermit,Web Security PAYPAL INC Equipment Repair&Maint IT Operating
40 US-UB Online Processing PAYPAL INC Bank and Service Charges Utility Operations-General
40 US-UB-Recurring Credit Card PAYPAL INC Bank and Service Charges Utility Operations-General
3,454 US-Aug 2011 Bld Surchgs DEPT OF LABOR&INDUSTRY Building Surcharge General Fund
1,177 US-Aug 2011 Bld Surchgs DEPT OF LABOR&INDUSTRY Mechanical Surcharge General Fund
698 US-Aug 2011 Bld Surchgs DEPT OF LABOR&INDUSTRY Plumbing Surcharge General Fund
-107 US-Aug 2011 Bld Surchgs DEPT OF LABOR&INDUSTRY Other Revenue General Fund
35 US-Training Class GOVERNMENT FINANCE OFFICERS AS Conference Expense Finance
346 US-Conference ARROWWOOD RADISSON RESORT Travel Expense Finance
346 US-Conference ARROWWOOD RADISSON RESORT Travel Expense Finance
52 US-Café Food RAINBOW FOODS INC. Merchandise for Resale Concessions
175 US-Café Food WALMART COMMUNITY Merchandise for Resale Concessions
18 US-Café Food RAINBOW FOODS INC. Merchandise for Resale Concessions
140 US-Café Food OFFICE DEPOT CREDIT PLAN Merchandise for Resale Concessions
80 US-Café Food WALMART COMMUNITY Merchandise for Resale Concessions
5 US-Ice Rink Supplies FEDEX Operating Supplies Ice Rink#1
31 US-Café Food RAINBOW FOODS INC. Merchandise for Resale Concessions
95 US-Café Food WALMART COMMUNITY Merchandise for Resale Concessions
34 US-Café Food KOWALSKI'S MARKET Merchandise for Resale Concessions
36 US-Café Food RAINBOW FOODS INC. Merchandise for Resale Concessions
29 US-Café Food WALMART COMMUNITY Merchandise for Resale Concessions
3 US-Café Food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions
141 US-Rink Bleacher Supplies MILLS FLEET FARM Operating Supplies Ice Rink#1
49 US-Café Food RAINBOW FOODS INC. Merchandise for Resale Concessions
72 US-Café Food WALMART COMMUNITY Merchandise for Resale Concessions
17 US-Café Food RAINBOW FOODS INC. Merchandise for Resale Concessions
111 US-Café Food WALMART COMMUNITY Merchandise for Resale Concessions
28 US-Batteries for Controlers BATTERIES PLUS Equipment Parts Sewer Liftstation
19 US-Tools for 708 MENARDS Small Tools Sewer Liftstation
Amount Explanation Vendor Account Description Business Unit
34 US-709 OLSEN CHAIN&CABLE Repair&Maint.Supplies Sewer Liftstation
5 US-MSP Event Parking MPLSPARKING.COM Mileage&Parking Economic Development
553 US-IEDC Conference DELTA AIR Travel Expense Economic Development
795 US-IEDC Conference IEDC Conference Expense Economic Development
564 US-IEDC Conference HOLIDAY INN Conference Expense Economic Development
-795 US-Refund,Paid twice IEDC Conference Expense Economic Development
25 US-Taxi,IEDC Conference KAMARA TAXI Travel Expense Economic Development
25 US-Baggage,IEDC Conf DELTA AIR Travel Expense Economic Development
25 US-Taxi,IEDC Conference KARIM TRANSPORTATION Travel Expense Economic Development
199 US-Jobs Summit DEED COMMUNICATIONS Other Contracted Services Economic Development
8 US-Parking,LRT Metting ALLIED PARKING Mileage&Parking Economic Development
25 US-Baggage,3CMA Conference DELTA AIR Travel Expense Communications
331 US-3CMA Conference RADISSON HOTEL Travel Expense Communications
15 US-3CMA Award Shipment PAYPAL INC Miscellaneous Communications
119 US-online Training RAGAN COMMUNICATIONS Conference Expense Communications
59 US-Supplies OFFICEMAX CREDIT PLAN Small Tools Public Safety Communications
16 US-Supplies OFFICE DEPOT CREDIT PLAN Small Tools Public Safety Communications
335 US-NIC Conf-N Tyra-Lukens NATIONAL LEAGUE OF CITIES Conference Expense City Council
95 US-Council Workshop GINA MARIAS INC Miscellaneous City Council
25 US-Council Workshop KOWALSKI'S MARKET Miscellaneous City Council
435 US-NIC-Conf Brad Aho NATIONAL LEAGUE OF CITIES Conference Expense Administration
38 US-Luncheon,J Jeremiah SENSIBLE LAND USE COALITION Miscellaneous Fire
60 US-J Claeys mom BACHMANS CREDIT DEPT Deposits Escrow
57 US-Hoogenaker surgery BACHMANS CREDIT DEPT Deposits Escrow
19 US-Council Workshop RAINBOW FOODS INC. Miscellaneous City Council
310 US-Council Workshop JASON'S DELI Miscellaneous City Council
44 US-Monthly Meeting at EPCC BRUEGGERS BAGEL Miscellaneous Recreation Admin
30 US-Staff Photos PAYPAL INC Operating Supplies Recreation Admin
14 US-Meeting JJ'S COFFEE COMPANY&WINE BAR Miscellaneous Recreation Admin
57 US-Frames for Staff Photos ECONOMY FRAMES Operating Supplies Recreation Admin
51 US-Inadvertent personal use LIONS TAP Deposits Escrow
110 US-Class EMERGENCY MEDICAL CERTIFICATIO Tuition Reimbursement/School Fire
28 US-Shop Supplies,shovel MENARDS Small Tools Sewer Utility-General
29 US-Plants,Pioneer Trail Ctr I MENARDS Operating Supplies Street Maintenance
30 US-Concrete,Dunn Bros Fence HOME DEPOT CREDIT SERVICES Operating Supplies Street Maintenance
196 US-Class BEST WESTERN KELLY INN,THE Tuition Reimbursement/School Water Treatment Plant
45 US-Boiler License Renewal MINNESOTA DEPARTMENT OF LABOR Licenses,Permits,Taxes Water Treatment Plant
87 US-HACH Classes CUB FOODS EDEN PRAIRIE Tuition Reimbursement/School Water Treatment Plant
109 US-HACH Classes SARPINOS PIZZERIA Tuition Reimbursement/School Water Treatment Plant
21 US-HACH Classes HOLIDAY STATION STORES INC Tuition Reimbursement/School Water Treatment Plant
110 US-HACH Classes SARPINOS PIZZERIA Tuition Reimbursement/School Water Treatment Plant
22 US-HACH Classes SUPER AMERICA Tuition Reimbursement/School Water Treatment Plant
47 US-723 Tools MENARDS Repair&Maint.Supplies Water System Maintenance
29 US-Parts 723 MENARDS Repair&Maint.Supplies Water System Maintenance
35 US-Riley Barn Retaining Wall MENARDS Building Repair&Maint. Park Maintenance
36 US-Riley Barn Drain MENARDS Building Repair&Maint. Park Maintenance
31 US-Comm Ctr Pots Soil HOME DEPOT CREDIT SERVICES Landscape Materials/Supp Park Maintenance
27 US-Rakes HOME DEPOT CREDIT SERVICES Small Tools Park Maintenance
37 US-Dunn Bros Shed HOME DEPOT CREDIT SERVICES Repair&Maint.Supplies Dunn Brothers
6 US-Dunn Bros Shed MENARDS Repair&Maint.Supplies Dunn Brothers
111 US-Drain Cable&Fittings SERVICE SPRING CORP Repair&Maint.Supplies City Hall-CAM
Amount Explanation Vendor Account Description Business Unit
315 US-EP Players Signs BUILDASIGN.COM Operating Supplies Eden Prairie Players
22 US-Water for Arts Event KOWALSKI'S MARKET Operating Supplies Arts
109 US-Food License HENNEPIN COUNTY TREASURER Operating Supplies Theatre Initiative
53 US-Art Supplies MICHAELS-THE ARTS&CRAFTS S Operating Supplies Arts Center
33 US-Volunteer Software VOLGISTICS Other Contracted Services Recreation Admin
25 US-Arts in the Park listing MIDWEST ART FAIRS Advertising Art Crawl
6 US-Water for Arts Event KOWALSKI'S MARKET Operating Supplies Arts
147 US-Art Supplies for Kids class DISCOUNT SCHOOL SUPPLY Operating Supplies Arts Center
15 US-Batteries TARGET Operating Supplies Day Care
10 US-Party Supplies TARGET Operating Supplies Birthday Parties
10 US-Party Supplies MICHAELS-THE ARTS&CRAFTS S Operating Supplies Birthday Parties
84 US-Music for B-Day Parties AMAZON.COM Operating Supplies Specialty Fitness Programs
6 US-Drinks for Meetings EDEN PRAIRIE COMMUNITY CENTER Training Supplies Community Center Admin
178 US-Walleyball Supplies SPORTS SUPPLY GROUP INC. Operating Supplies Gymnasium(CC)
85 US-Birthday Party Supplies MICHAELS-THE ARTS&CRAFTS S Operating Supplies Birthday Parties
80 US-Holders OFFICEMAX CREDIT PLAN Operating Supplies Community Center Admin
88 US-Fall Decorations JO-ANN FABRICS Office Supplies Community Center Admin
18 US-Return T-Shirts to Vendor UPS STORE,THE Miscellaneous Birthday Parties
12 US-Pumpkins MARSHALLS FARM Office Supplies Community Center Admin
4 US-Paper Plates for Crafts WALGREEN'S#5080 Operating Supplies Birthday Parties
164 US-MAAO Conference RUTTGER'S SUGAR LAKE LODGE Conference Expense Assessing
305 US-MAAO Conference S Sinell MAAO Conference Expense Assessing
305 US-MAAO Conference D Buswell MAAO Conference Expense Assessing
25 US-Baggage,Maao Conference DELTA AIR Conference Expense Assessing
25 US-Baggage,Maao Conference DELTA AIR Conference Expense Assessing
766 US-Iaao Conference SHERATON HOTEL Conference Expense Assessing
1,073 US-River Rock AAA LAMBERTS LANDSCAPE PRODUCT Gravel Street Maintenance
-858 US-Refund River Rock AAA LAMBERTS LANDSCAPE PRODUCT Gravel Street Maintenance
19 US-Insect Repellent HOME DEPOT CREDIT SERVICES Chemicals Park Maintenance
10 US-Hex Sleeve MENARDS Building Materials Park Maintenance
6 US-Bits MENARDS Small Tools Park Maintenance
134 US-Ferns for Riley Creek BACHMANS CREDIT DEPT Landscape Materials/Supp Storm Drainage
75 US-Wheel Barrow MENARDS Small Tools Park Maintenance
4 US-Pain for playground MENARDS Operating Supplies Park Maintenance
15 US-Screws for hockey rinks MENARDS Building Materials Park Maintenance
41 US-Screws for hockey rinks MENARDS Building Materials Park Maintenance
21 US-Critter Food PETCO Operating Supplies Outdoor Center
45 US-Gas,Hawk Rdg Birding Trip HOLIDAY STATION STORES INC Program Trips Outdoor Center
6 US-Critter Food PETCO Operating Supplies Outdoor Center
21 US-Critter Food PETCO Operating Supplies Outdoor Center
90 US-Sandhill Crane Trip Food FRESH SEASONS MARKET Program Trips Outdoor Center
57 US-Critter Food PETCO Operating Supplies Outdoor Center
60 US-Inadvertent personal use HOLIDAY STATION STORES INC Deposits Escrow
13 US-Enclosures MENARDS Building Repair&Maint. Park Maintenance
41 US-Enclosures HOME DEPOT CREDIT SERVICES Building Repair&Maint. Park Maintenance
72 US-Hockey rinks MENARDS Building Materials Park Maintenance
40 US-Atomic clocks for dispatch UPCLOCK SOFTWARE Equipment Repair&Maint Public Safety Communications
314 US-AWWA Conference THE SUITES HOTEL Travel Expense Utility Operations-General
555 US-Emergency Mgmt Conference BREEZY POINT RESORT Conference Expense Police
99 US-Office Supplies FRANKLIN COVEY CO. Operating Supplies Youth Programs Admin
31 US-Teen Retreat Photos WALGREEN'S#5080 Operating Supplies Youth Programs Admin
Amount Explanation Vendor Account Description Business Unit
10 US-Prairie Fest MICHAELS-THE ARTS&CRAFTS S Operating Supplies Youth Programs Admin
13 US-Golf Balls WALMART COMMUNITY Operating Supplies Summer Skill Development
80 US-Safety Camp Bike Winner WALMART COMMUNITY Operating Supplies Safety Camp
4 US-Light Bulb,Truck 396 MENARDS Equipment Parts Fleet Operating
60 US-Sunbonnet Day Supplies TARGET Operating Supplies Sunbonnet Days
56 US-Sunbonnet Day Supplies HANCOCK FABRICS Operating Supplies Sunbonnet Days
11 US-Sunbonnet Day Supplies PARTY CITY Operating Supplies Sunbonnet Days
14 US-Sunbonnet Day Supplies SUBURBAN FEED AND SUPPLY Operating Supplies Sunbonnet Days
38 US-Around Town Outing STAGES THEATRE COMPANY Special Event Fees Around Town
10 US-Around Town Outing STAGES THEATRE COMPANY Special Event Fees Around Town
158 US-Airline Expense DELTA AIR Conference Expense Aquatics&Fitness Admin
250 US-Monthly Licensing Fee SCW FITNESS Licenses,Permits,Taxes Fitness Classes
100 US-Deposit for Spooky Sat Even TOTAL ENTERTAINMENT Operating Supplies Special Events(CC)
75 US-Training Class SAFE KIDS WORLDWIDE Tuition Reimbursement/School Police
213 US-Crime Prevention Conf B Hab CRAGUNS Tuition Reimbursement/School Police
213 US-Crime Prevention conf J goo CRAGUNS Tuition Reimbursement/School Police
61 US-Rifle Repair FEDEX Equipment Repair&Maint Police
95 US-TZD Conf L williams UNIVERSITY OF MINNESOTA Tuition Reimbursement/School DWI Forfeiture
125 US-Encryption Software for Acc SYMANTEC STORE Software Water Accounting
125 US-Encryption Software for Acc SYMANTEC STORE Software Sewer Accounting
29,542 Report Total
CITY COUNCIL AGENDA DATE:
SECTION: Ordinances and Resolutions November 15, 2011
DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XLA.
Randy L. Slick Final Plat Report of The Vintage 2nd Addition
Public Works/Engineering
Requested Action
Move to: Adopt the resolution approving the final plat of The Vintage 2nd Addition.
Synopsis
This proposal is for the plat located at 10605 and 10611 Sonoma Ridge. The plat consists of
0.75 acres to be platted into one single family lot. This proposal consists of a combination of
Lots 1 and 2, Block 1, The Vintage into Lot 1, Block 1, The Vintage 2nd Addition. This proposal
falls under the guidelines for a"simple subdivision" as defined within the City Code.
Background Information
The preliminary plat will be approved by the City Council on November 15, 2011.
Approval of the final plat is subject to the following conditions:
• Provide a list of areas (to the nearest square foot) of all lots, outlots and right-of-ways
certified by surveyor.
Attachments
• Resolution
• Drawing of final plat
CITY OF EDEN PRAIRIE
HENNEPIN COUNTY,MINNESOTA
RESOLUTION NO. 2011-
A RESOLUTION APPROVING FINAL PLAT OF THE VINTAGE 2ND ADDITION
WHEREAS, the plat of The Vintage 2nd Addition has been submitted in a manner required for
platting land under the Eden Prairie Ordinance Code and under Chapter 462 of the Minnesota
Statutes and all proceedings have been duly had thereunder, and
WHEREAS, said plat is in all respects consistent with the City plan and the regulations and
requirements of the laws of the State of Minnesota and ordinances of the City of Eden Prairie.
NOW, THEREFORE,BE IT RESOLVED by the Eden Prairie City Council:
A. Plat approval request for The Vintage 2nd Addition is approved upon compliance with
the recommendation of the Final Plat Report on this plat dated November 15, 2011.
B. That the City Clerk is hereby directed to supply a certified copy of this resolution to the
owners of the subdivision of the above named plat.
C. That the Mayor and City Manager are hereby authorized to execute the certificate of
approval on behalf of the City Council upon compliance with the foregoing provisions.
ADOPTED by the Eden Prairie City Council on November 15, 2011
Ron Case, Acting Mayor
ATTEST: SEAL
Kathleen Porta, City Clerk
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CITY COUNCIL AGENDA DATE:
SECTION: City Manger Report November 15, 2011
DEPT/DIVISION: ITEM DESCRIPTION: ITEM NO.:
Sue Kotchevar, Resolution Authorizing Issuance, Awarding Sale, XIV.B.1.
Office of the City Prescribing Form and Details and Providing for
Manager/Finance Payment of$4,400,000 General Obligation Crossover
Refunding Bonds Series 2011C and Resolution
Authorizing Issuance, Awarding Sale, Prescribing the
Form and Details and Providing for the Payment of
$1,820,000 General Obligation Permanent
Improvement Revolving Fund Crossover Refunding
Bonds, Series 2011D
Requested Actions
• Move to: Adopt a resolution authorizing issuance, awarding sale, prescribing the form and
details and providing for the payment of$4,400,000 general obligation crossover refunding
bonds series 2011C
• Move to: Adopt a resolution authorizing issuance, awarding sale, prescribing the form and
details and providing for the payment of$1,820,000 general obligation permanent
improvement revolving fund crossover refunding bonds, series 2011D
Synopsis
The purpose of the issuance of the bonds is to refinance two bond issues to save interest costs.
The 2011C bonds will refinance the 2006A bonds which are part of the 2005 park referendum
projects. The 2011D bonds will refinance the 2005B bonds for the Charleson / 212
improvements.
Attachments
Resolutions
Escrow Agreements
CITY OF EDEN PRAIRIE
HENNEPIN COUNTY,MINNESOTA
RESOLUTION NO. 2011-
RESOLUTION AUTHORIZING ISSUANCE,AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $4,400,000 GENERAL OBLIGATION CROSSOVER
REFUNDING BONDS, SERIES 2011C
BE IT RESOLVED by the City Council (the "Council") of the City of Eden Prairie,
Minnesota(the "City"), as follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to a resolution adopted by this Council on September 20,
2011, and a public hearing held on October 18, 2011 giving approval for purposes of Section
147(f) of the Internal Revenue Code of 1986, as amended(the "Code"), the City has determined
it to be in its best interests to issue its General Obligation Crossover Refunding Bonds, Series
2011C, in the principal amount of$4,400,000 (the "Bonds"),pursuant to Minnesota Statutes,
Chapter 475, to provide funds to be used to refinance on January 1, 2014 (the "Refunding"), the
2015 through 2021 maturities of the City's General Obligation Bonds, Series 2006A, dated, as
originally issued, as of January 1, 2006 and as reissued on April 17, 2007, which maturities are
presently outstanding in the principal amount of$4,295,000 (the "Refunded Bonds"). January 1,
2014 (the "Crossover Date") is the earliest date upon which the Refunded Bonds may be
redeemed without payment of premium. The Refunding is being carried out for the purpose
described in Minnesota Statutes, Section 475.67, subdivision 3, section(b)(2)(i) and in
compliance with Minnesota Statutes, Chapter 475.
1.02. Sale. Pursuant to the Notice of Sale and the Official Statement prepared on behalf
of the City by Northland Securities, Inc., sealed proposals for the purchase of the Bonds were
received at or before the time specified for receipt thereof. The proposals have been opened,
publicly read and considered and the purchase price, interest rates and net interest cost under the
terms of each proposal have been determined. The most favorable proposal received is that of
, in , and associates (the "Purchaser"),
to purchase the Bonds at a price of$ plus accrued interest on all Bonds to the
day of delivery and payment, on the further terms and conditions hereinafter set forth.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor
and City Manager are hereby authorized and directed to execute a contract on behalf of the City
for the sale of the Bonds in accordance with the Notice of Sale. The good faith deposit of the
Purchaser shall be retained and deposited by the City until the Bonds have been delivered and
shall be deducted from the purchase price paid at settlement.
1.04. Savings. It is hereby determined that:
(a) by the issuance of the Bonds, the City will realize a substantial interest rate
reduction, a gross savings of approximately $ and a present value savings
(using the yield on the Bonds, computed in accordance with Section 148 of the Code, as
the discount factor) of approximately $ ; and
(b) as of the Crossover Date, the sum of(i) the present value of the debt service
on the Bonds, computed to their stated maturity dates, after deducting any premium,
using the yield of the Bonds as the discount rate, plus (ii) any expenses of the refunding
payable from a source other than the proceeds of the Bonds or investment earnings
thereon, is lower by % than the present value of the debt service on the Refunded
Bonds, exclusive of any premium, computed to their stated maturity dates, using the yield
of the Bonds as the discount rate.
SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, now existing,
having happened and having been performed, it is now necessary for the Council to establish the
form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.
2.02. Maturities; Interest Rates; Denominations and Payment. The Bonds shall be
originally dated as of December 1, 2011, shall be in the denomination of$5,000 each, or any
integral multiple thereof, of single maturities, shall mature on January 1 in the years and amounts
stated below, and shall bear interest from date of original issue until paid at the annual rates set
forth opposite such years and amounts, as follows:
Year Amount Rate
2015 $660,000 %
2016 670,000
2017 685,000
2018 700,000
2019 720,000
2020 735,000
2021 230,000
[REVISE MATURITY SCHEDULE FOR TERM BONDS]
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond, the principal amount thereof shall be payable by check or draft issued by
the Registrar described herein,provided that, so long as the Bonds are registered in the name of a
securities depository, or a nominee thereof, in accordance with Section 2.08 hereof,principal and
interest shall be payable in accordance with the operational arrangements of the securities
depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of
2
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on January 1 and July 1, commencing July 1, 2012, each such date
being referred to herein as an Interest Payment Date, to the person in whose name the Bonds are
registered on the Bond Register, as hereinafter defined, at the Registrar's close of business on the
fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not
such day is a business day. Interest shall be computed on the basis of a 360-day year composed
of twelve 30-day months.
2.04. Redemption. Bonds maturing in 2020 and later years shall be subject to
redemption and prepayment at the option of the City, in whole or in part, in such order as the
City shall determine and within a maturity by lot as selected by the Registrar in multiples of
$5,000, on January 1, 2019, and on any date thereafter, at a price equal to the principal amount
thereof and accrued interest to the date of redemption. The City Manager shall cause notice of
the call for redemption thereof to be published if and as required by law and, at least thirty (30)
days prior to the designated redemption date, shall cause notice of the call for redemption to be
mailed,by first class mail, to the registered owners of any Bonds to be redeemed at their
addresses as they appear on the bond register described in Section 2.06 hereof but no defect in or
failure to give such mailed notice of redemption shall affect the validity of proceedings for the
redemption of any Bond not affected by such defect or failure. Official notice of redemption
having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the redemption price therein specified, and from
and after such date (unless the City shall default in the payment of the redemption price) such
Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a
new Bond or Bonds will be delivered to the registered owner without charge, representing the
remaining principal amount outstanding.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS-
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing on January 1, 20_and 20_(the "Term Bonds") shall be subject to
mandatory redemption prior to maturity pursuant to the sinking fund requirements of this Section
2.04 at a redemption price equal to the stated principal amount thereof plus interest accrued
thereon to the redemption date, without premium. The Registrar shall select for redemption, by
lot or other manner deemed fair, on January 1 in each of the following years the following stated
principal amounts of such Bonds:
Year Principal Amount
The remaining $ stated principal amount of such Bonds shall be paid at
maturity on January 1, 20_.
Year Principal Amount
The remaining $ stated principal amount of such Bonds shall be paid at
maturity on January 1, 20_.
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Notice of redemption shall be given as provided in the preceding paragraph.]
2.05. Appointment of Initial Registrar. The City hereby appoints Wells Fargo Bank,
National Association, as the initial registrar, transfer agent and paying agent(the "Registrar").
The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a
contract with the Registrar. Upon merger or consolidation of the Registrar with another
corporation, if the resulting corporation is a bank or trust company authorized by law to conduct
such business, such corporation shall be authorized to act as successor Registrar. The City
agrees to pay the reasonable and customary charges of the Registrar for the services performed.
The City reserves the right to remove the Registrar upon 30 days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all
cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to
the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust office a bond
register in which the Registrar shall provide for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar shall
authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of any transfer
after the fifteenth day of the month preceding each interest payment date and until such
interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
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(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving
payment of or on account of, the principal of and interest on the Bond and for all other
purposes; and all payments made to any registered owner or upon the owner's order shall
be valid and effectual to satisfy and discharge the liability upon Bond to the extent of the
sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for
an exchange upon a partial redemption of a Bond), the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any Bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost,
upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed,
stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an
appropriate bond or indemnity in form, substance and amount satisfactory to it, in which
both the City and the Registrar shall be named as obligees. All Bonds so surrendered to
the Registrar shall be canceled by it and evidence of such cancellation shall be given to
the City. If the mutilated, destroyed, stolen or lost Bond has already matured it shall not
be necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating agent
for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1,
as amended.
(j) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the City, evidencing the same debt, and entitled to the
same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.07. Execution, Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Manager and shall be executed on behalf of the City by the signatures of the
Mayor and City Manager,provided that the signatures may be printed, engraved or lithographed
facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature
shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such
signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if
such officer had remained in office until delivery. Notwithstanding such execution, no Bond
shall be valid or obligatory for any purpose or entitled to any security or benefit under this
Resolution unless and until a certificate of authentication on the Bond has been duly executed by
the manual signature of an authorized representative of the Registrar. Certificates of
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authentication on different Bonds need not be signed by the same representative. The executed
certificate of authentication on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this Resolution. When the Bonds have been prepared,
executed and authenticated, the City Manager shall deliver them to the Purchaser upon payment
of the purchase price in accordance with the contract of sale heretofore executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
2.08. 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.
"Representation Letter" shall mean the Representation Letter pursuant to which the
sender 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 Registrar and the City 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 Registrar nor the City shall be affected by any notice to the contrary.
Neither the Registrar nor the City 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, 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 Registrar 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 City's obligations with respect to the principal of
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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 City to make payments of principal and interest. Upon delivery by DTC to the Registrar 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 City 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 City may notify DTC and
the Registrar, 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(e) hereof. DTC may determine to discontinue providing its services with respect
to the Bonds at any time by giving notice to the City and the Registrar and discharging its
responsibilities with respect thereto under applicable law. In such event the Bonds will be
transferable in accordance with paragraph(e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by the Mayor or City
Manager, if not previously filed, is hereby authorized and directed.
(e) 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 Registrar 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
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.
2.09. Form of Bonds. The Bonds shall be prepared in substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF EDEN PRAIRIE
COUNTY OF HENNEPIN
GENERAL OBLIGATION CROSSOVER REFUNDING BONDS, SERIES 2011C
Rate Maturity Date Date of Original Issue CUSIP No.
January 1, 20_ December 1, 2011
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
7
THE CITY OF EDEN PRAIRIE, MINNESOTA (the "City"), acknowledges itself to be
indebted and hereby promises to pay to the registered owner named above, or registered assigns,
the principal amount specified above on the maturity date specified above and promises to pay
interest thereon from the date of original issue specified above or from the most recent Interest
Payment Date (as hereinafter defined)to which interest has been paid or duly provided for, at the
annual rate specified above,payable on January 1 and July 1 of each year, commencing July 1,
2012 (each such date, an"Interest Payment Date"), subject to the provisions referred to herein
with respect to the redemption of the principal of this Bond prior to its stated maturity. The
interest so payable on any Interest Payment Date shall be paid 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 immediately preceding month. Interest hereon shall be computed on the basis of a 360-day
year composed of twelve 30-day months. The interest hereon and, upon presentation and
surrender hereof at the principal office of the Registrar described below, the principal hereof are
payable in lawful money of the United States of America drawn on Wells Fargo Bank,National
Association, as bond registrar, transfer agent and paying agent, or its successor designated under
the Resolution described herein (the "Registrar"). For the prompt and full payment of such
principal and interest as the same respectively become due, the full faith and credit and taxing
powers of the City have been and are hereby irrevocably pledged.
This Bond is one of an issue in the aggregate principal amount of$4,400,000 issued
pursuant to a resolution adopted by the City Council on November 15, 2011 (the "Resolution"),
to refund outstanding general obligation bonds previously issued by the City. This Bond is
issued by authority of and in strict accordance with the provisions of the Constitution and laws of
the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapter 475. The
Bonds are issuable only in fully registered form, in denominations of$5,000 or any multiple
thereof, of single maturities.
Bonds maturing in 2020 and later years shall be subject to redemption and prepayment at
the option of the City, in whole or in part, in such order of maturity dates as the City may select
and, within a maturity, by lot as selected by the Registrar(or, if applicable, by the bond
depository in accordance with its customary procedures) in multiples of$5,000, on January 1,
2019, and on any date thereafter, at a price equal to the principal amount thereof and accrued
interest to the date of redemption. The City shall cause notice of the call for redemption thereof
to be published if and as required by law, and at least thirty(30) days prior to the designated
redemption date, shall cause notice of call for redemption to be mailed, by first class mail, to the
registered holders of any Bonds, at the holders' addresses as they appear on the bond register
maintained by the Registrar, but no defect in or failure to give such mailed notice of redemption
shall affect the validity of proceedings for the redemption of any Bond not affected by such
defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption date,become due and payable at
the redemption price therein specified and from and after such date (unless the City shall default
in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear
interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the
owner without charge, representing the remaining principal amount outstanding.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS-
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
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[Bonds maturing in the year 20_and 20_shall be subject to mandatory redemption, at
a redemption price equal to their principal amount plus interest accrued thereon to the
redemption date, without premium, on January 1 in each of the years shown below, in an amount
equal to the following principal amounts:
Term Bonds Maturing in 20-- Term Bonds Maturing in 20--
Sinking Fund Aggregate Sinking Fund Aggregate
Payment Date Principal Amount Payment Date Principal Amount
$ $
Notice of redemption shall be given as provided in the preceding paragraph.]
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Registrar,by the
registered owner hereof in person or by the owner's attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney, and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange, the
City will cause a new Bond or Bonds to be issued in the name of the transferee or registered
owner, of the same aggregate principal amount,bearing interest at the same rate and maturing on
the same date, subject to reimbursement for any tax, fee or governmental charge required to be
paid with respect to such transfer or exchange.
The Bonds have been designated as "qualified tax-exempt obligations"pursuant to
Section 265(b) of the Internal Revenue Code of 1986, as amended.
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 Registrar
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 City.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof,whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar shall be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order
to make it a valid and binding general obligation of the City in accordance with its terms, have
been done, do exist, have happened and have been performed as so required; that,prior to the
issuance hereof, the City has levied ad valorem taxes on all taxable property in the City,which
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taxes will be collectible for the years and in amounts sufficient to produce sums not less than five
percent in excess of the principal of and interest on the Bonds when due, and has appropriated
the taxes to its General Obligation Crossover Refunding Bonds, Series 2011C Bond Fund for the
payment of principal and interest; that if necessary for payment of principal and interest,
additional ad valorem taxes are required to be levied upon all taxable property in the City,
without limitation as to rate or amount; and that the issuance of this Bond, together with all other
indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and
delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Eden Prairie, Minnesota, by its City Council, has
caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City
Manager.
CITY OF EDEN PRAIRIE, MINNESOTA
(Facsimile Signature-City Manager) (Facsimile Signature-Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Dated WELLS FARGO BANK,NATIONAL
ASSOCIATION, as Registrar
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 in common UTMA as Custodian for
(Cust) (Minor)
TEN ENT -- as tenants by the entireties under Uniform Transfers to Minors Act
(State)
JT TEN-- as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept for registration of
the within Bond, with full power of substitution in the premises.
Dated:
NOTICE: The assignor's signature to this
assignment must correspond with the name as it
appears upon the face of the within Bond in every
particular,without alteration or enlargement or any
change whatsoever.
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 OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
[end of form of bond]
SECTION 3. USE OF PROCEEDS. Upon payment for the Bonds by the Purchaser, the
Registrar shall deposit the proceeds of the Bonds with Wells Fargo Bank,National Association,
in Minneapolis, Minnesota(the "Escrow Agent") for application in accordance with the Escrow
Agreement, a form of which has been presented to this Council. The Mayor and City Manager
are hereby authorized to enter into an Escrow Agreement with the Escrow Agent establishing the
terms and conditions for the escrow account in accordance with Minnesota Statutes, Section
475.67.
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SECTION 4. GENERAL OBLIGATION CROSSOVER REFUNDING BONDS, SERIES
2011C BOND FUND. The Bonds shall be payable from a separate General Obligation
Crossover Refunding Bonds, Series 2011C Bond Fund(the "Bond Fund") of the City, which
Bond Fund the City agrees to maintain until the Bonds have been paid in full. If the money in
the Bond Fund should at any time be insufficient to pay principal and interest due on the Bonds,
such amounts shall be paid from other moneys on hand in other funds of the City,which other
funds shall be reimbursed therefor when sufficient money becomes available in the Bond Fund.
The moneys on hand in the Bond Fund from time to time shall be used only to pay the principal
of and interest on the Bonds. Into the Bond Fund shall be paid: (a)the amounts appropriated
thereto pursuant to the Escrow Agreement; (b) all taxes collected pursuant to Section 5; (c) all
excess amounts on deposit in the debt service fund maintained for the payment of the Refunded
Bonds upon the retirement of the Refunded Bonds on the Crossover Date; and(d) any other
funds appropriated by the Council for the payment of the Bonds.
SECTION 5. PLEDGE OF TAXING POWERS. For the prompt and full payment of the
principal of and interest on the Bonds as such payments respectively become due, the full faith,
credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In
order to produce aggregate amounts not less than 5% in excess of the amounts needed to meet
when due the principal and interest payments on the Bonds, ad valorem taxes are hereby levied
on all taxable property in the City, the taxes to be levied and collected in the following years and
amounts:
Levy Years Collection Years Amount
See attached levy calculation
The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid,provided
that the City reserves the right and power to reduce the tax levies from other legally available
funds, in accordance with the provisions of Minnesota Statutes, Section 475.61.
SECTION 6. BOND FUND BALANCE RESTRICTION. In order to ensure compliance with
the Internal Revenue Code of 1986, as amended(the "Code"), and applicable Treasury
Regulations thereunder(the "Regulations"),upon allocation of any funds to the Bond Fund, the
balance then on hand in the Fund shall be ascertained. If it exceeds the amount of principal and
interest on the Bonds to become due and payable through January 1 next following,plus a
reasonable carryover equal to 1/12th of the debt service due in the following bond year, the
excess shall (unless an opinion is otherwise received from bond counsel)be used to prepay the
Bonds, or invested at a yield which does not exceed the yield on the Bonds calculated in
accordance with Section 148 of the Code.
SECTION 7. DEFEASANCE. When all of the Bonds have been discharged as provided in this
section, all pledges, covenants and other rights granted by this resolution to the registered owners
of the Bonds shall cease. The City may discharge its obligations with respect to any Bonds
which are due on any date by depositing with the Registrar on or before that date a sum sufficient
for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless
be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full
with interest accrued from the due date to the date of such deposit. The City may also discharge
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its obligations with respect to any prepayable Bonds called for redemption on any date when
they are prepayable according to their terms by depositing with the Registrar on or before that
date an amount equal to the principal, interest and redemption premium, if any, which are then
due,provided that notice of such redemption has been duly given as provided herein. The City
may also at any time discharge its obligations with respect to any Bonds, subject to the
provisions of law now or hereafter authorizing and regulating such action,by depositing
irrevocably in escrow, with a bank or trust company qualified by law as an escrow agent for this
purpose, cash or securities which are authorized by law to be so deposited,bearing interest
payable at such time and at such rates and maturing or callable at the holder's option on such
dates as shall be required to pay all principal and interest to become due thereon to maturity,
provided, however, that if such deposit is made more than ninety days before the maturity date of
the Bonds to be discharged, the City shall have received a written opinion of Bond Counsel to
the effect that such deposit does not adversely affect the exemption of interest on any Bonds
from federal income taxation and a written report of an accountant or investment banking firm
verifying that the deposit is sufficient to pay when due all of the principal and interest on the
Bonds to be discharged on and before their maturity dates.
SECTION 8. TAX COVENANTS; ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
8.01. Covenant. The City covenants and agrees with the owners from time to time of the
Bonds, that it will not take, or permit to be taken by any of its officers, employees or agents, any
action which would cause the interest on the Bonds to become includable in gross income of the
recipient under the Code and applicable Regulations, and covenants to take any and all
affirmative actions within its powers to ensure that the interest on the Bonds will not become
includable in gross income of the recipient under the Code and applicable Regulations. The City
represents and covenants that all improvements financed from the proceeds of the Bonds are and
will be owned and operated by the City and available for use by members of the general public
on a substantially equal basis. The City has not and will not enter into any lease, management
contract, operating agreement,use agreement or other contract relating to the use, operation or
maintenance of the Project or any part thereof which would cause the Bonds to be considered
"private activity bonds" or"private loan bonds"pursuant to Section 141 of the Code.
8.02. Arbitrage Certification. The Mayor and City Manager being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are
authorized and directed to execute and deliver to the Purchaser a certificate in accordance with
the provisions of Section 148 of the Code and applicable Regulations, stating that on the basis of
facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds, it
is reasonably expected that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be "arbitrage bonds"within the meaning of the Code and the applicable
Regulations.
8.03. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate
requirements of Section 148(f) of the Code. The City covenants and agrees to retain such
records, make such determinations, file such reports and documents and pay such amounts at
such times as are required under said Section 148(f) and applicable Regulations to preserve the
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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
8.04. Qualified Tax-Exempt Obligations. This Council hereby designates the Bonds as
"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the
disallowance of interest expense for financial institutions, and hereby finds that the reasonably
anticipated amount of tax-exempt obligations which are not private activity bonds (not treating
qualified 501(c)(3)bonds under Section 145 of the Code as private activity bonds for the purpose
of this representation)which will be issued by the City and all subordinate entities during
calendar year 2011 does not exceed $10,000,000.
8.05. 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 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
the bond register maintained by the Registrar or any Beneficial Owner(as hereinafter defined)
thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial
ownership in form and substance reasonably satisfactory to the Registrar. 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(ii) 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:
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(1) on or before twelve (12)months after the end of each fiscal year of the City,
commencing with the fiscal year ending December 31, 2011, 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, prepared in
accordance with generally accepted accounting principles 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 the Municipal Securities Rulemaking Board ("MSRB")through its Electronic Municipal
Market Access System("EMMA") or to the SEC. If the document incorporated by reference is a
final official statement, it must be available from the MSRB. 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 not in excess of ten business days after the occurrence of the
event, notice of the occurrence of any of the following events (each a"Material
Fact"):
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(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults, if material;
(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, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability,Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax
status of the security, or other material events affecting the tax status of the
security;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities, if
material;
(K) Rating changes;
(L) Bankruptcy, insolvency, receivership or similar event of the obligated person;
(M) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms, if material; and
(N) Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
As used herein, for those events that must be reported if material, an event is "material" if it is an
event 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, an event is also "material" if it is 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.
For the purposes of the event identified in(L)hereinabove, the event is considered to occur when
any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an
obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the obligated person, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an
order confirming a plan of reorganization, arrangement or liquidation by a court or governmental
16
authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(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.
(1) The City agrees to make available to the MSRB through EMMA, in an electronic
format as prescribed by the MSRB, the information described in subsection (b).
(2) All documents provided to the MSRB pursuant to this subsection (c) shall be
accompanied by identifying information as prescribed by the MSRB from time to
time.
(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 Registrar 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 (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
17
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.
SECTION 9. CERTIFICATION OF PROCEEDINGS.
9.01. Registration and Levy of Taxes. The City Manager is hereby authorized and
directed to file a certified copy of this resolution in the records of the County Auditor, together
with such additional information as required, and to issue a certificate that the Bonds have been
duly entered upon the County Auditor's bond register and the tax required by law has been
levied.
9.02. Certification of Records. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser and to Dorsey& Whitney LLP, Bond Counsel,
certified copies of all proceedings and records of the City relating to the Bonds and to the
financial condition and affairs of the City, and such other affidavits, certificates and information
as may be required to show the facts relating to the legality and marketability of the Bonds as
they appear from the books and records under their custody and control or as otherwise known to
them, and all such certified copies, certificates and affidavits, including any heretofore furnished,
shall be deemed representations of the City to the facts recited herein.
9.03. Official Statement. The Preliminary Official Statement relating to the Bonds,
dated October 7, 2011, relating to the Bonds prepared and distributed by Northland Securities,
Inc., is hereby approved. 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.
18
ADOPTED by the Eden Prairie City Council on the 15th day of November, 2011.
Ron Case, Acting Mayor
ATTEST:
Kathleen Porta, City Clerk
19
Levy Year Collect Year Levy
20
CITY OF EDEN PRAIRIE
HENNEPIN COUNTY,MINNESOTA
RESOLUTION NO. 2011-
RESOLUTION AUTHORIZING ISSUANCE,AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $1,820,000 GENERAL OBLIGATION PERMANENT
IMPROVEMENT REVOLVING FUND CROSSOVER REFUNDING
BONDS, SERIES 2011D
BE IT RESOLVED by the City Council (the "Council") of the City of Eden Prairie,
Minnesota(the "City"), as follows:
SECTION 1. AUTHORIZATION AND SALE.
1.01. Authorization. Pursuant to a resolution adopted by this Council on September 20,
2011, the City has determined it to be in its best interests to issue its General Obligation
Permanent Improvement Revolving Fund Crossover Refunding Bonds, Series 2011D, in the
principal amount of$1,820,000 (the "Bonds"),pursuant to Minnesota Statutes, Chapter 475, to
provide funds to be used to refinance on December 1, 2013 (the "Refunding"), the 2015 through
2025 maturities of the City's General Obligation Permanent Improvement Revolving Fund
Bonds, Series 2005B, dated, as originally issued, as of October 1, 2005 (the "Series 2005B
Bonds"),which maturities are presently outstanding in the principal amount of$1,730,000 (the
"Refunded Bonds"). December 1, 2013 (the "Crossover Date") is the earliest date upon which
the Refunded Bonds may be redeemed without payment of premium. The Refunding is being
carried out for the purpose described in Minnesota Statutes, Section 475.67, subdivision 3,
section (b)(2)(i) and in compliance with Minnesota Statutes, Chapter 475.
1.02. Sale. Pursuant to the Notice of Sale and the Official Statement prepared on behalf
of the City by Northland Securities, Inc., sealed proposals for the purchase of the Bonds were
received at or before the time specified for receipt thereof. The proposals have been opened,
publicly read and considered and the purchase price, interest rates and net interest cost under the
terms of each proposal have been determined. The most favorable proposal received is that of
, in , and associates (the "Purchaser"),
to purchase the Bonds at a price of$ plus accrued interest on all Bonds to the
day of delivery and payment, on the further terms and conditions hereinafter set forth.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser, and the Mayor
and City Manager are hereby authorized and directed to execute a contract on behalf of the City
for the sale of the Bonds in accordance with the Notice of Sale. The good faith deposit of the
Purchaser shall be retained and deposited by the City until the Bonds have been delivered and
shall be deducted from the purchase price paid at settlement.
1.04. Savings. It is hereby determined that:
(a) by the issuance of the Bonds, the City will realize a substantial interest rate
reduction, a gross savings of approximately $ and a present value savings
(using the yield on the Bonds, computed in accordance with Section 148 of the Internal
Revenue Code of 1986, as amended(the "Code"), as the discount factor) of
approximately $ ; and
(b) as of the Crossover Date, the sum of(i) the present value of the debt service
on the Bonds, computed to their stated maturity dates, after deducting any premium,
using the yield of the Bonds as the discount rate, plus (ii) any expenses of the refunding
payable from a source other than the proceeds of the Bonds or investment earnings
thereon, is lower by %than the present value of the debt service on the Refunded
Bonds, exclusive of any premium, computed to their stated maturity dates, using the yield
of the Bonds as the discount rate.
SECTION 2. BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.
2.01. Issuance of Bonds. All acts, conditions and things which are required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be
performed precedent to and in the valid issuance of the Bonds having been done, now existing,
having happened and having been performed, it is now necessary for the Council to establish the
form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.
2.02. Maturities; Interest Rates; Denominations and Payment. The Bonds shall be
originally dated as of December 1, 2011, shall be in the denomination of$5,000 each, or any
integral multiple thereof, of single maturities, shall mature on December 1 in the years and
amounts stated below, and shall bear interest from date of original issue until paid at the annual
rates set forth opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
2014 $20,000 % 2020 $160,000 %
2015 150,000 2021 165,000
2016 145,000 2022 170,000
2017 155,000 2023 175,000
2018 155,000 2024 180,000
2019 160,000 2025 185,000
[REVISE MATURITY SCHEDULE FOR TERM BONDS]
For purposes of satisfying Minnesota Statutes, Section 475.54, the maturity schedule for
the Bonds shall be combined with that of the portion of the Series 2005B Bonds not refunded by
the Bonds.
The Bonds shall be issuable only in fully registered form. The interest thereon and, upon
surrender of each Bond, the principal amount thereof shall be payable by check or draft issued by
the Registrar described herein,provided that, so long as the Bonds are registered in the name of a
securities depository, or a nominee thereof, in accordance with Section 2.08 hereof,principal and
2
interest shall be payable in accordance with the operational arrangements of the securities
depository.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to
Section 2.07 and upon any subsequent transfer or exchange pursuant to Section 2.06, the date of
authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on
the Bonds shall be payable on June 1 and December 1, commencing June 1, 2012, each such date
being referred to herein as an Interest Payment Date, to the person in whose name the Bonds are
registered on the Bond Register, as hereinafter defined, at the Registrar's close of business on the
fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not
such day is a business day. Interest shall be computed on the basis of a 360-day year composed
of twelve 30-day months.
2.04. Redemption. Bonds maturing in 2020 and later years shall be subject to
redemption and prepayment at the option of the City, in whole or in part, in such order as the
City shall determine and within a maturity by lot as selected by the Registrar in multiples of
$5,000, on December 1, 2019, and on any date thereafter, at a price equal to the principal amount
thereof and accrued interest to the date of redemption. The City Manager shall cause notice of
the call for redemption thereof to be published if and as required by law and, at least thirty (30)
days prior to the designated redemption date, shall cause notice of the call for redemption to be
mailed,by first class mail, to the registered owners of any Bonds to be redeemed at their
addresses as they appear on the bond register described in Section 2.06 hereof but no defect in or
failure to give such mailed notice of redemption shall affect the validity of proceedings for the
redemption of any Bond not affected by such defect or failure. Official notice of redemption
having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the redemption price therein specified, and from
and after such date (unless the City shall default in the payment of the redemption price) such
Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a
new Bond or Bonds will be delivered to the registered owner without charge, representing the
remaining principal amount outstanding.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS-
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing on December 1, 20_and 20_(the"Term Bonds") shall be subject to
mandatory redemption prior to maturity pursuant to the sinking fund requirements of this Section
2.04 at a redemption price equal to the stated principal amount thereof plus interest accrued
thereon to the redemption date, without premium. The Registrar shall select for redemption, by
lot or other manner deemed fair, on December 1 in each of the following years the following
stated principal amounts of such Bonds:
Year Principal Amount
The remaining $ stated principal amount of such Bonds shall be paid at
maturity on December 1, 20_.
3
Year Principal Amount
The remaining $ stated principal amount of such Bonds shall be paid at
maturity on December 1, 20_.
Notice of redemption shall be given as provided in the preceding paragraph.]
2.05. Appointment of Initial Registrar. The City hereby appoints Wells Fargo Bank,
National Association, as the initial registrar, transfer agent and paying agent(the "Registrar").
The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a
contract with the Registrar. Upon merger or consolidation of the Registrar with another
corporation, if the resulting corporation is a bank or trust company authorized by law to conduct
such business, such corporation shall be authorized to act as successor Registrar. The City
agrees to pay the reasonable and customary charges of the Registrar for the services performed.
The City reserves the right to remove the Registrar upon 30 days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all
cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to
the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties of the City and the
Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust office a bond
register in which the Registrar shall provide for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar shall
authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of any transfer
after the fifteenth day of the month preceding each interest payment date and until such
interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the registered owner or
the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
4
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name any Bond is at any time registered in the bond register as the absolute owner
of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving
payment of or on account of, the principal of and interest on the Bond and for all other
purposes; and all payments made to any registered owner or upon the owner's order shall
be valid and effectual to satisfy and discharge the liability upon Bond to the extent of the
sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for
an exchange upon a partial redemption of a Bond), the Registrar may impose a charge
upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any Bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost,
upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed,
stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an
appropriate bond or indemnity in form, substance and amount satisfactory to it, in which
both the City and the Registrar shall be named as obligees. All Bonds so surrendered to
the Registrar shall be canceled by it and evidence of such cancellation shall be given to
the City. If the mutilated, destroyed, stolen or lost Bond has already matured it shall not
be necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating agent
for the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1,
as amended.
(j) Valid Obligations. All Bonds issued upon any transfer or exchange of Bonds
shall be the valid obligations of the City, evidencing the same debt, and entitled to the
same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.07. Execution, Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Manager and shall be executed on behalf of the City by the signatures of the
Mayor and City Manager,provided that the signatures may be printed, engraved or lithographed
5
facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature
shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such
signature or facsimile shall nevertheless be valid and sufficient for all purposes,the same as if
such officer had remained in office until delivery. Notwithstanding such execution, no Bond
shall be valid or obligatory for any purpose or entitled to any security or benefit under this
Resolution unless and until a certificate of authentication on the Bond has been duly executed by
the manual signature of an authorized representative of the Registrar. Certificates of
authentication on different Bonds need not be signed by the same representative. The executed
certificate of authentication on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this Resolution. When the Bonds have been prepared,
executed and authenticated, the City Manager shall deliver them to the Purchaser upon payment
of the purchase price in accordance with the contract of sale heretofore executed, and the
Purchaser shall not be obligated to see to the application of the purchase price.
2.08. 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.
"Representation Letter" shall mean the Representation Letter pursuant to which the
sender 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 Registrar and the City 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 Registrar nor the City shall be affected by any notice to the contrary.
Neither the Registrar nor the City 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
6
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, 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 Registrar 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 City'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 City to make payments of principal and interest. Upon delivery by DTC to the Registrar 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 City 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 City may notify DTC and
the Registrar, 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(e) hereof. DTC may determine to discontinue providing its services with respect
to the Bonds at any time by giving notice to the City and the Registrar and discharging its
responsibilities with respect thereto under applicable law. In such event the Bonds will be
transferable in accordance with paragraph(e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by the Mayor or City
Manager, if not previously filed, is hereby authorized and directed.
(e) 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 Registrar 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
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.
2.09. Form of Bonds. The Bonds shall be prepared in substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
CITY OF EDEN PRAIRIE
COUNTY OF HENNEPIN
GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND
CROSSOVER REFUNDING BONDS, SERIES 2011D
7
Rate Maturity Date Date of Original Issue CUSIP No.
December 1, 20_ December 1, 2011
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
THE CITY OF EDEN PRAIRIE, MINNESOTA (the "City"), acknowledges itself to be
indebted and hereby promises to pay to the registered owner named above, or registered assigns,
the principal amount specified above on the maturity date specified above and promises to pay
interest thereon from the date of original issue specified above or from the most recent Interest
Payment Date (as hereinafter defined)to which interest has been paid or duly provided for, at the
annual rate specified above,payable on June 1 and December 1 of each year, commencing June
1, 2012 (each such date, an"Interest Payment Date"), subject to the provisions referred to herein
with respect to the redemption of the principal of this Bond prior to its stated maturity. The
interest so payable on any Interest Payment Date shall be paid 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 immediately preceding month. Interest hereon shall be computed on the basis of a 360-day
year composed of twelve 30-day months. The interest hereon and, upon presentation and
surrender hereof at the principal office of the Registrar described below, the principal hereof are
payable in lawful money of the United States of America drawn on Wells Fargo Bank,National
Association, as bond registrar, transfer agent and paying agent, or its successor designated under
the Resolution described herein (the "Registrar"). For the prompt and full payment of such
principal and interest as the same respectively become due, the full faith and credit and taxing
powers of the City have been and are hereby irrevocably pledged.
This Bond is one of an issue in the aggregate principal amount of$1,820,000 issued
pursuant to a resolution adopted by the City Council on November 15, 2011 (the "Resolution"),
to refund outstanding general obligation permanent improvement revolving fund bonds
previously issued by the City. This Bond is issued by authority of and in strict accordance with
the provisions of the Constitution and laws of the State of Minnesota thereunto enabling,
including Minnesota Statutes, Chapter 475. The Bonds are issuable only in fully registered form,
in denominations of$5,000 or any multiple thereof, of single maturities.
Bonds maturing in 2020 and later years shall be subject to redemption and prepayment at
the option of the City, in whole or in part, in such order of maturity dates as the City may select
and, within a maturity, by lot as selected by the Registrar(or, if applicable, by the bond
depository in accordance with its customary procedures) in multiples of$5,000, on December 1,
2019, and on any date thereafter, at a price equal to the principal amount thereof and accrued
interest to the date of redemption. The City shall cause notice of the call for redemption thereof
to be published if and as required by law, and at least thirty(30) days prior to the designated
redemption date, shall cause notice of call for redemption to be mailed, by first class mail, to the
registered holders of any Bonds, at the holders' addresses as they appear on the bond register
maintained by the Registrar, but no defect in or failure to give such mailed notice of redemption
shall affect the validity of proceedings for the redemption of any Bond not affected by such
8
defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption date,become due and payable at
the redemption price therein specified and from and after such date (unless the City shall default
in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear
interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the
owner without charge, representing the remaining principal amount outstanding.
[COMPLETE THE FOLLOWING PROVISIONS IF THERE ARE TERM BONDS-
ADD ADDITIONAL PROVISIONS IF THERE ARE MORE THAN TWO TERM BONDS]
[Bonds maturing in the year 20_and 20_shall be subject to mandatory redemption, at
a redemption price equal to their principal amount plus interest accrued thereon to the
redemption date, without premium, on December 1 in each of the years shown below, in an
amount equal to the following principal amounts:
Term Bonds Maturing in 20-- Term Bonds Maturing in 20--
Sinking Fund Aggregate Sinking Fund Aggregate
Payment Date Principal Amount Payment Date Principal Amount
$ $
Notice of redemption shall be given as provided in the preceding paragraph.]
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Registrar,by the
registered owner hereof in person or by the owner's attorney duly authorized in writing upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney, and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange, the
City will cause a new Bond or Bonds to be issued in the name of the transferee or registered
owner, of the same aggregate principal amount,bearing interest at the same rate and maturing on
the same date, subject to reimbursement for any tax, fee or governmental charge required to be
paid with respect to such transfer or exchange.
The Bonds have been designated as "qualified tax-exempt obligations"pursuant to
Section 265(b) of the Internal Revenue Code of 1986, as amended.
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 Registrar
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 City.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof,whether this Bond is overdue or not, for the purpose of
9
receiving payment and for all other purposes, and neither the City nor the Registrar shall be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done,
to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order
to make it a valid and binding general obligation of the City in accordance with its terms, have
been done, do exist, have happened and have been performed as so required; that,prior to the
issuance hereof, the City has levied special assessments on property specially benefited by the
improvements financed by the Bonds, collectible for the years and in amounts sufficient to
produce sums not less than five percent in excess of the principal of and interest on the Bonds
when due, and has appropriated such assessments to the Revenue Account of its Permanent
Improvement Revolving Fund; that, on or before each date the City is obligated to pay principal
of or interest on the Bonds, the City will transfer from its Revenue Account to a separate General
Obligation Permanent Improvement Revolving Fund Crossover Refunding Bonds, Series 2011D
Bond Fund for the payment of principal and interest; that if necessary for payment of principal
and interest, ad valorem taxes are required to be levied upon all taxable property in the City,
without limitation as to rate or amount; and that the issuance of this Bond, together with all other
indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and
delivery, does not cause the indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication hereon shall have
been executed by the Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Eden Prairie, Minnesota, by its City Council, has
caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City
Manager.
CITY OF EDEN PRAIRIE, MINNESOTA
(Facsimile Signature-City Manager) (Facsimile Signature-Mayor)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
Dated WELLS FARGO BANK,NATIONAL
ASSOCIATION, as Registrar
By
Authorized Representative
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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 in common UTMA as Custodian for
(Cust) (Minor)
TEN ENT -- as tenants by the entireties under Uniform Transfers to Minors Act
(State)
JT TEN-- as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept for registration of
the within Bond, with full power of substitution in the premises.
Dated:
NOTICE: The assignor's signature to this
assignment must correspond with the name as it
appears upon the face of the within Bond in every
particular,without alteration or enlargement or any
change whatsoever.
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 OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
11
[end of form of bond]
SECTION 3. USE OF PROCEEDS. Upon payment for the Bonds by the Purchaser, the
Registrar shall deposit the proceeds of the Bonds with Wells Fargo Bank,National Association,
in Minneapolis, Minnesota(the "Escrow Agent") for application in accordance with the Escrow
Agreement, a form of which has been presented to this Council. The Mayor and City Manager
are hereby authorized to enter into an Escrow Agreement with the Escrow Agent establishing the
terms and conditions for the escrow account in accordance with Minnesota Statutes, Section
475.67.
SECTION 4. GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING
FUND CROSSOVER REFUNDING BONDS, SERIES 2011D BOND FUND. So long as any
of the Bonds are outstanding and any principal of or interest thereon unpaid, the City shall
maintain a separate debt service fund on its official books and records to be known as the
General Obligation Permanent Improvement Revolving Fund Crossover Refunding Bonds,
Series 2011D Bond Fund(the "Bond Fund")within the Revenue Account of the Permanent
Improvement Revolving Fund(as described herein, the "Revenue Account"), and the principal of
and interest on the Bonds shall be payable from the Bond Fund. Into the Bond Fund shall be
paid: (a) the amounts appropriated thereto pursuant to the Escrow Agreement; (b) all moneys
transferred with respect to the Bonds from other accounts within the Permanent Improvement
Revolving Fund to the Revenue Account in accordance with this Resolution; (c) all excess
amounts on deposit in the debt service fund maintained for the payment of the Refunded Bonds
upon the retirement of the Refunded Bonds on the Crossover Date; and(d) any other funds
appropriated by the Council for the payment of the Bonds. On the business day preceding each
date on which principal of or interest on the Bonds are to be paid by the City in accordance with
this Resolution, the City Manager shall, without further direction by the Council, transfer from
the Revenue Account in the Permanent Improvement Revolving Fund to the Bond Fund an
amount sufficient to pay such principal and interest. If the money in the Bond Fund should at
any time be insufficient to pay principal and interest due on the Bonds, such amounts shall be
paid from other moneys on hand in other funds of the City, subject to reimbursement from the
Permanent Improvement Revolving Fund when the balance therein is sufficient, and the City
Council covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes
to take care of any accumulated or anticipated deficiency, which levy is not subject to any
constitutional or statutory limitation. The moneys on hand in the Bond Fund from time to time
shall be used only to pay the principal of and interest on the Bonds.
SECTION 5. SPECIAL ASSESSMENTS. The City hereby covenants and agrees that, for the
payment of the cost of the projects refinanced by the Bonds, the City has performed all acts and
things necessary for the final and valid levy of special assessments in an amount equal to the
original principal amount of the Refunded Bonds. In the event that any such assessment shall at
any time be held invalid with respect to any lot, trust or parcel of land, owing to any error, defect
or irregularity in any action or proceeding taken or to be taken by the City or this Council or any
of the City's officers or employees, either in the making of such assessment or in the
performance of any condition precedent thereto, the City hereby covenants and agrees that it will
forthwith take all such further actions and proceedings as may be required by law to make such
assessment a valid and binding lien upon such property. The collections of the special
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assessments shall be deposited, as received, into the Revenue Account, following the Crossover
Date.
SECTION 6. PLEDGE OF TAXING POWERS. For the prompt and full payment of the
principal of and interest on the Bonds as such payments respectively become due, the full faith,
credit and unlimited taxing powers of the City shall be and are hereby irrevocably pledged. It is,
however, presently estimated that the special assessments and other amounts appropriated to the
Bond Fund pursuant to Section 5 will provide sums not less than 5% in excess of the principal
and interest due on the Bonds, and therefore no ad valorem taxes are required to be levied at this
time.
SECTION 7. BOND FUND BALANCE RESTRICTION. In order to ensure compliance with
the Internal Revenue Code of 1986, as amended(the "Code"), and applicable Treasury
Regulations thereunder(the "Regulations"),upon allocation of any funds to the Bond Fund, the
balance then on hand in the Fund shall be ascertained. If it exceeds the amount of principal and
interest on the Bonds to become due and payable through December 1 next following, plus a
reasonable carryover equal to 1/12th of the debt service due in the following bond year, the
excess shall (unless an opinion is otherwise received from bond counsel)be used to prepay the
Bonds, or invested at a yield which does not exceed the yield on the Bonds calculated in
accordance with Section 148 of the Code.
SECTION 8. DEFEASANCE. When all of the Bonds have been discharged as provided in this
section, all pledges, covenants and other rights granted by this resolution to the registered owners
of the Bonds shall cease. The City may discharge its obligations with respect to any Bonds
which are due on any date by depositing with the Registrar on or before that date a sum sufficient
for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless
be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full
with interest accrued from the due date to the date of such deposit. The City may also discharge
its obligations with respect to any prepayable Bonds called for redemption on any date when
they are prepayable according to their terms by depositing with the Registrar on or before that
date an amount equal to the principal, interest and redemption premium, if any, which are then
due, provided that notice of such redemption has been duly given as provided herein. The City
may also at any time discharge its obligations with respect to any Bonds, subject to the
provisions of law now or hereafter authorizing and regulating such action,by depositing
irrevocably in escrow, with a bank or trust company qualified by law as an escrow agent for this
purpose, cash or securities which are authorized by law to be so deposited, bearing interest
payable at such time and at such rates and maturing or callable at the holder's option on such
dates as shall be required to pay all principal and interest to become due thereon to maturity,
provided, however, that if such deposit is made more than ninety days before the maturity date of
the Bonds to be discharged, the City shall have received a written opinion of Bond Counsel to
the effect that such deposit does not adversely affect the exemption of interest on any Bonds
from federal income taxation and a written report of an accountant or investment banking firm
verifying that the deposit is sufficient to pay when due all of the principal and interest on the
Bonds to be discharged on and before their maturity dates.
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SECTION 9. TAX COVENANTS; ARBITRAGE MATTERS AND CONTINUING
DISCLOSURE.
9.01. Covenant. The City covenants and agrees with the owners from time to time of the
Bonds, that it will not take, or permit to be taken by any of its officers, employees or agents, any
action which would cause the interest on the Bonds to become includable in gross income of the
recipient under the Code and applicable Regulations, and covenants to take any and all
affirmative actions within its powers to ensure that the interest on the Bonds will not become
includable in gross income of the recipient under the Code and applicable Regulations. The City
represents and covenants that all improvements financed from the proceeds of the Bonds are and
will be owned and operated by the City and available for use by members of the general public
on a substantially equal basis. The City has not and will not enter into any lease, management
contract, operating agreement,use agreement or other contract relating to the use, operation or
maintenance of the Project or any part thereof which would cause the Bonds to be considered
"private activity bonds" or"private loan bonds"pursuant to Section 141 of the Code.
9.02. Arbitrage Certification. The Mayor and City Manager being the officers of the
City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are
authorized and directed to execute and deliver to the Purchaser a certificate in accordance with
the provisions of Section 148 of the Code and applicable Regulations, stating that on the basis of
facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds, it
is reasonably expected that the proceeds of the Bonds will not be used in a manner that would
cause the Bonds to be "arbitrage bonds"within the meaning of the Code and the applicable
Regulations.
9.03. Arbitrage Rebate. The City acknowledges that the Bonds are subject to the rebate
requirements of Section 148(f) of the Code. The City covenants and agrees to retain such
records, make such determinations, file such reports and documents and pay such amounts at
such times as are required under said 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
8.04. Qualified Tax-Exempt Obligations. This Council hereby designates the Bonds as
"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the
disallowance of interest expense for financial institutions, and hereby finds that the reasonably
anticipated amount of tax-exempt obligations which are not private activity bonds (not treating
qualified 501(c)(3)bonds under Section 145 of the Code as private activity bonds for the purpose
of this representation)which will be issued by the City and all subordinate entities during
calendar year 2011 does not exceed $10,000,000.
8.05. 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 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
14
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
the bond register maintained by the Registrar or any Beneficial Owner(as hereinafter defined)
thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial
ownership in form and substance reasonably satisfactory to the Registrar. 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(ii) 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 twelve (12)months after the end of each fiscal year of the City,
commencing with the fiscal year ending December 31, 2011, 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,prepared in
accordance with generally accepted accounting principles 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
15
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 the Municipal Securities Rulemaking Board("MSRB")through its Electronic Municipal
Market Access System("EMMA") or to the SEC. If the document incorporated by reference is a
final official statement, it must be available from the MSRB. 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 not in excess of ten business days after the occurrence of the
event, notice of the occurrence of any of the following events (each a"Material
Fact"):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults, if material;
(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, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability,Notices of Proposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect to the tax
status of the security, or other material events affecting the tax status of the
security;
(G) Modifications to rights of security holders, if material;
(H) Bond calls, if material, and tender offers;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the securities, if
material;
(K) Rating changes;
16
(L) Bankruptcy, insolvency, receivership or similar event of the obligated person;
(M) The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry into a
definitive agreement to undertake such an action or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms, if material; and
(N) Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
As used herein, for those events that must be reported if material, an event is "material" if it is an
event 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, an event is also "material" if it is 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.
For the purposes of the event identified in(L)hereinabove, the event is considered to occur when
any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an
obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the obligated person, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an
order confirming a plan of reorganization, arrangement or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
obligated person.
(3) In a timely manner, notice of the occurrence of any of the following events or
conditions:
(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.
17
(c) Manner of Disclosure.
(1) The City agrees to make available to the MSRB through EMMA, in an electronic
format as prescribed by the MSRB, the information described in subsection (b).
(2) All documents provided to the MSRB pursuant to this subsection (c) shall be
accompanied by identifying information as prescribed by the MSRB from time to
time.
(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 Registrar 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 (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.
18
(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.
SECTION 9. CERTIFICATION OF PROCEEDINGS.
9.01. Registration of Bonds. The City Manager is hereby authorized and directed to file
a certified copy of this resolution in the records of the County Auditor, together with such
additional information as required, and to issue a certificate that the Bonds have been duly
entered upon the County Auditor's bond register.
9.02. Certification of Records. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser and to Dorsey& Whitney LLP, Bond Counsel,
certified copies of all proceedings and records of the City relating to the Bonds and to the
financial condition and affairs of the City, and such other affidavits, certificates and information
as may be required to show the facts relating to the legality and marketability of the Bonds as
they appear from the books and records under their custody and control or as otherwise known to
them, and all such certified copies, certificates and affidavits, including any heretofore furnished,
shall be deemed representations of the City to the facts recited herein.
9.03. Official Statement. The Preliminary Official Statement relating to the Bonds,
dated October 7, 2011, relating to the Bonds prepared and distributed by Northland Securities,
Inc., is hereby approved. 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.
ADOPTED by the Eden Prairie City Council on the 15th day of November, 2011.
Ron Case, Acting Mayor
ATTEST:
Kathleen Porta, City Clerk
19
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, made and entered into by and between the City of Eden
Prairie, Minnesota(the "Issuer"), and Wells Fargo Bank,National Association, in Minneapolis,
Minnesota(the "Agent");
WITNESSETH, that the parties hereto recite and, in consideration of the mutual
covenants and payments referred to and contained herein, covenant and agree as follows:
1. The Issuer has duly issued and presently has outstanding an issue of General
Obligation Bonds, Series 2006A, originally issued in the aggregate principal amount of
$8,425,000 (the "Series 2006A Bonds") and has issued its $4,400,000 General Obligation
Crossover Refunding Bonds, Series 2011C, dated as of December 1, 2011 (the "Refunding
Bonds"), to refund in an advance crossover refunding on January 1, 2014 (the "Crossover Date")
those outstanding Series 2006A Bonds maturing in the years 2015 through 2021 (the "Refunded
Bonds").
2. The Issuer has also, in accordance with a resolution adopted November 15, 2011 (the
"Resolution"), simultaneously with the execution of this Agreement, transmitted Refunding
Bond proceeds in the amount of$ to the Agent to be used as follows:
(a) $ to purchase an equivalent principal amount of federal
securities as identified in Exhibit A attached hereto;
(b) $ to be deposited as a beginning cash balance in the Escrow Account
hereinafter established;
(c) $ to pay issuance expenses of the Refunding Bonds; and
(d) $ will be deposited in the Bond Fund described in the resolution
authorizing issuance of the Refunding Bonds.
In the opinion of Grant Thornton LLP, independent, nationally recognized certified
public accountants (the "Accountants"), the federal securities designated in paragraph(a) mature
at such times and bear interest at such rates that the collections of principal and interest thereon,
together with the initial cash balance designated in paragraph (b), will produce amounts shown
on Exhibit B attached hereto sufficient to pay(i) the interest due on the Refunding Bonds to and
including the Crossover Date and(ii) the principal amount of the Refunded Bonds on the
Crossover Date.
3. The Agent agrees to apply the funds received from the Issuer in the manner and for
the purposes set forth in Section 2 hereof and in this Section. The Agent acknowledges purchase
and receipt of the cash and federal securities described in Section 2 and agrees that it will hold
such cash and federal securities in a special escrow account (the "Escrow Account") in the name
of the Issuer, and will collect and receive on behalf of the Issuer all payments of principal and
interest on such federal securities and will remit from the Escrow Account, as the paying agent
for the Refunded Bonds, the money required from time to time for payment of principal of,
redemption price and interest thereon as shown in Exhibit B. The Agent will, not less than 30
days prior to the Crossover Date, cause the Notice of Redemption relating to the Refunded
Bonds attached hereto as Exhibit C, to be mailed to the holders of all Refunded Bonds to be
redeemed on the Crossover Date.
4. In order to ensure continuing compliance with the Internal Revenue Code of 1986, as
amended(the "Code"), and Treasury Regulations (the "Regulations")promulgated thereunder,
the Agent agrees that it will not reinvest any cash received in payment of the principal of and
interest on the federal securities held in the Escrow Account. Said prohibition on reinvestment
shall continue unless and until an opinion is received from nationally recognized bond counsel
that reinvestments in general obligations of the United States or obligations the principal of and
interest on which are guaranteed as to payment by the United States, as specified in said opinion,
may be made in a manner consistent with the Code then existing Regulations.
The federal securities described in Exhibit A hereto may, at the written direction of the
Issuer, be replaced, in whole or in part, with general obligations of the United States or
obligations the principal of and interest on which are guaranteed as to payment by the United
States and which mature as to principal and interest in such amounts and at such times as will
assure the availability of sufficient moneys to make payment when due of the interest on the
Refunding Bonds to and including the Crossover Date, to the extent described in Section 2
hereof, and will be sufficient to pay the principal amount of the Refunded Bonds called for
redemption on the Crossover Date; provided, however, that concurrently with such written
direction,the Issuer shall provide the Agent with(a) a certification of an independent certified
public accountant as to the sufficiency of the federal securities to be subject to this Agreement
following such replacement and as to the yields thereof, setting forth in reasonable detail the
calculations underlying such certification, (b) an unqualified opinion of nationally recognized
bond counsel to the effect that such replacement(1)will not cause the Refunded Bonds or the
Refunding Bonds to be subjected to treatment as "arbitrage bonds,"under Section 148 of the
Code, and(2) is otherwise in compliance with this Agreement.
Any replacement authorized by this paragraph 4 shall be accomplished by sale, transfer,
request for redemption or other disposition of all or a portion of the federal securities described
in Exhibit A hereto with the proceeds thereof being applied to the purchase of substitute federal
securities, all as specified in the written direction of the Issuer.
5. The Agent acknowledges that arrangements satisfactory to it for payment of its
compensation for all services to be performed by it as Agent under this Agreement have been
made. The Agent expressly waives any lien upon or claim against the moneys and investments
in the Escrow Account.
6. If at any time it shall appear to the Agent that the money in the Escrow Account will
not be sufficient to make any payment due to the registered owners of any of the Refunded
Bonds as described in Section 2 hereof, the Agent shall immediately notify the Issuer. Upon
receipt of such notice the Issuer shall forthwith transmit to the Agent for deposit in the Escrow
Account from moneys on hand and legally available therefor, such additional moneys as may be
2
required to make any such payment; and the Issuer recognizes its obligation to levy ad valorem
taxes on all taxable property in the Issuer to the extent permitted by Minnesota law to produce
the moneys necessary for this purpose.
7. Within 60 days following the close of each fiscal year of the Issuer and the close of
the Escrow Account, the Agent shall submit to the Issuer a report covering all money it shall
have received and all payments it shall have made or caused to be made hereunder during the
preceding fiscal year or portion thereof.
8. It is recognized that title to the federal securities and money held in the Escrow
Account from time to time shall remain vested in the Issuer but subject always to the prior
charge and lien thereon of this Agreement and the use thereof required to be made by the
provisions of this Agreement. The Agent shall hold all such money and obligations in a special
trust fund and account separate and wholly segregated from all other funds and securities of the
Agent or deposited therein. It is understood and agreed that the responsibility of the Agent under
this Agreement is limited to the safekeeping and segregation of the moneys and securities
deposited with it in the Escrow Account, and the collection of and accounting for the principal
and interest payable with respect thereto.
9. This Agreement is made by the Issuer for the benefit of the holders of the Refunding
Bonds and the Refunded Bonds, as their interests may appear, and is not revocable by the Issuer,
and the investments and other funds deposited in the Escrow Account and all income therefrom
have been irrevocably appropriated for the payment of interest on the Refunding Bonds prior to
and including the Crossover Date and the payment and redemption of the Refunded Bonds on the
Crossover Date, in accordance with this Agreement. This Agreement may not be amended
except to (i) sever any clause herein deemed to be illegal, (ii)provide for the reinvestment of
funds or the substitution of securities as permitted by Section 4 hereof or(iii) cure any ambiguity
or correct or supplement any provision herein which may be inconsistent with any other
provision,provided that the Agent shall determine that any such amendment shall not adversely
affect the owners of the Refunded Bonds. In the event an amendment to this Agreement is
proposed to be made pursuant to this Section 9, prior notice shall be given by first class mail,
postage prepaid, to the following organization at the following address (or such other address as
may be provided by the addressee) and shall be deemed effective upon receipt: Moody's
Municipal Rating Desk/Refunded Bonds, 7 World Trade Center—250 Greenwich Street,New
York,New York 10007.
10. This Agreement shall be binding upon and shall inure to the benefit of the Issuer and
the Agent and their respective successors and assigns. In addition, this Agreement shall
constitute a third party beneficiary contract for the benefit of the registered owners of the
Refunding Bonds and the Refunded Bonds, as their interests may appear. Said third party
beneficiaries shall be entitled to enforce performance and observance by the Issuer and the Agent
of the respective agreements and covenants herein contained as fully and completely as if said
third party beneficiaries were parties hereto.
11. Upon merger or consolidation of the Agent, if the resulting corporation is a bank or
trust company authorized by law to conduct such business, such corporation shall be authorized
to act as successor Agent. Upon the resignation of the Agent, which shall be communicated in
3
writing to the Issuer, or in the event the Agent becomes incapable of acting hereunder,the Issuer
reserves the power to appoint a successor Agent. No resignation shall become effective until a
successor agent has been appointed.
4
IN WITNESS WHEREOF the parties hereto have caused this instrument to be duly
executed by their duly authorized officers on December 14, 2011.
CITY OF EDEN PRAIRIE, MINNESOTA
By
Mayor
And
City Manager
[Signature Page to Escrow Agreement dated December 14, 2011]
5
WELLS FARGO BANK,NATIONAL
ASSOCIATION,
as Agent
By
Its
[Signature Page to Escrow Agreement dated December 14, 2011]
6
EXHIBIT A
A-1
EXHIBIT B
B-1
EXHIBIT C
NOTICE OF REDEMPTION
$8,425,000 General Obligation Bonds, Series 2006A
Dated as of January 1, 2006
City of Eden Prairie,Minnesota
Notice is hereby given that all Bonds of the above issue which mature on January 1 in the
following years and amounts:
Maturity Amount Rate Maturity Amount Rate
2015* $605,000 4.000 2019* $715,000 4.125
2016* 630,000 4.000 2020* 745,000 4.250
2017* 655,000 4.000 2021* 260,000 4.250
2018* 685,000 4.125%
*Indicates full call.
are called for redemption and prepayment on January 1,2014. The Bonds will be redeemed at a price of
100%of their principal amount plus accrued interest to the date of redemption. Holders of such Bonds
should present them for payment on or before said date, on which date they will cease to bear interest.
A form W-9,Payer's Request for Taxpayer Identification Number,must be completed and returned with
the called bond or 31%of the bond redemption proceeds will be withheld. Payment of bonds to be
redeemed will be made on and after January 1,2014,by submitting said bond along with the completed
form W-9 to Wells Fargo Bank,National Association, at the following addresses:
By Mail or Air Courier Service: By Registered or Certified Mail: In Person,By Hand:
Wells Fargo Bank,N.A. Wells Fargo Bank,N.A. Wells Fargo Bank,N.A.
Corporate Trust Operations Corporate Trust Operations Northstar East Building
MAC N9303-121 P.O.Box 1517 608 2nd Avenue South, 12th floor
6th&Marquette Minneapolis,MN 55480-1517 Minneapolis,MN 55479
Minneapolis,MN 55479
If you request payment of principal and/or interest via wire transfer,please be advised there is a wire
transfer fee which will be deducted from your payment.
Dated: , 2013. WELLS FARGO BANK,NATIONAL ASSOCIATION
C-1
ESCROW AGREEMENT
THIS ESCROW AGREEMENT, made and entered into by and between the City of Eden
Prairie, Minnesota(the "Issuer"), and Wells Fargo Bank,National Association, in Minneapolis,
Minnesota(the "Agent");
WITNESSETH, that the parties hereto recite and, in consideration of the mutual
covenants and payments referred to and contained herein, covenant and agree as follows:
1. The Issuer has duly issued and presently has outstanding an issue of General
Obligation Permanent Improvement Revolving Fund Bonds, Series 2005B, originally issued in
the aggregate principal amount of$2,690,000 (the "Series 2005B Bonds") and has issued its
$1,820,000 General Obligation Permanent Improvement Revolving Fund Crossover Refunding
Bonds, Series 2011D, dated as of December 1, 2011 (the "Refunding Bonds"), to refund in an
advance crossover refunding on December 1, 2013 (the "Crossover Date") those outstanding
Series 2005B Bonds maturing in the years 2015 through 2025 (the "Refunded Bonds").
2. The Issuer has also, in accordance with a resolution adopted November 15, 2011 (the
"Resolution"), simultaneously with the execution of this Agreement, transmitted Refunding
Bond proceeds in the amount of$ to the Agent to be used as follows:
(a) $ to purchase an equivalent principal amount of federal
securities as identified in Exhibit A attached hereto;
(b) $ to be deposited as a beginning cash balance in the Escrow Account
hereinafter established;
(c) $ to pay issuance expenses of the Refunding Bonds; and
(d) $ will be deposited in the Bond Fund described in the resolution
authorizing issuance of the Refunding Bonds.
In the opinion of Grant Thornton LLP, independent, nationally recognized certified
public accountants (the "Accountants"), the federal securities designated in paragraph(a) mature
at such times and bear interest at such rates that the collections of principal and interest thereon,
together with the initial cash balance designated in paragraph (b), will produce amounts shown
on Exhibit B attached hereto sufficient to pay(i) the interest due on the Refunding Bonds to and
including the Crossover Date and(ii) the principal amount of the Refunded Bonds on the
Crossover Date.
3. The Agent agrees to apply the funds received from the Issuer in the manner and for
the purposes set forth in Section 2 hereof and in this Section. The Agent acknowledges purchase
and receipt of the cash and federal securities described in Section 2 and agrees that it will hold
such cash and federal securities in a special escrow account (the "Escrow Account") in the name
of the Issuer, and will collect and receive on behalf of the Issuer all payments of principal and
interest on such federal securities and will remit from the Escrow Account, as the paying agent
for the Refunded Bonds, the money required from time to time for payment of principal of,
redemption price and interest thereon as shown in Exhibit B. The Agent will, not less than 30
days prior to the Crossover Date, cause the Notice of Redemption relating to the Refunded
Bonds attached hereto as Exhibit C, to be mailed to the holders of all Refunded Bonds to be
redeemed on the Crossover Date.
4. In order to ensure continuing compliance with the Internal Revenue Code of 1986, as
amended(the "Code"), and Treasury Regulations (the "Regulations")promulgated thereunder,
the Agent agrees that it will not reinvest any cash received in payment of the principal of and
interest on the federal securities held in the Escrow Account. Said prohibition on reinvestment
shall continue unless and until an opinion is received from nationally recognized bond counsel
that reinvestments in general obligations of the United States or obligations the principal of and
interest on which are guaranteed as to payment by the United States, as specified in said opinion,
may be made in a manner consistent with the Code then existing Regulations.
The federal securities described in Exhibit A hereto may, at the written direction of the
Issuer, be replaced, in whole or in part, with general obligations of the United States or
obligations the principal of and interest on which are guaranteed as to payment by the United
States and which mature as to principal and interest in such amounts and at such times as will
assure the availability of sufficient moneys to make payment when due of the interest on the
Refunding Bonds to and including the Crossover Date, to the extent described in Section 2
hereof, and will be sufficient to pay the principal amount of the Refunded Bonds called for
redemption on the Crossover Date; provided, however, that concurrently with such written
direction,the Issuer shall provide the Agent with(a) a certification of an independent certified
public accountant as to the sufficiency of the federal securities to be subject to this Agreement
following such replacement and as to the yields thereof, setting forth in reasonable detail the
calculations underlying such certification, (b) an unqualified opinion of nationally recognized
bond counsel to the effect that such replacement(1)will not cause the Refunded Bonds or the
Refunding Bonds to be subjected to treatment as "arbitrage bonds,"under Section 148 of the
Code, and(2) is otherwise in compliance with this Agreement.
Any replacement authorized by this paragraph 4 shall be accomplished by sale, transfer,
request for redemption or other disposition of all or a portion of the federal securities described
in Exhibit A hereto with the proceeds thereof being applied to the purchase of substitute federal
securities, all as specified in the written direction of the Issuer.
5. The Agent acknowledges that arrangements satisfactory to it for payment of its
compensation for all services to be performed by it as Agent under this Agreement have been
made. The Agent expressly waives any lien upon or claim against the moneys and investments
in the Escrow Account.
6. If at any time it shall appear to the Agent that the money in the Escrow Account will
not be sufficient to make any payment due to the registered owners of any of the Refunded
Bonds as described in Section 2 hereof, the Agent shall immediately notify the Issuer. Upon
receipt of such notice the Issuer shall forthwith transmit to the Agent for deposit in the Escrow
Account from moneys on hand and legally available therefor, such additional moneys as may be
2
required to make any such payment; and the Issuer recognizes its obligation to levy ad valorem
taxes on all taxable property in the Issuer to the extent permitted by Minnesota law to produce
the moneys necessary for this purpose.
7. Within 60 days following the close of each fiscal year of the Issuer and the close of
the Escrow Account, the Agent shall submit to the Issuer a report covering all money it shall
have received and all payments it shall have made or caused to be made hereunder during the
preceding fiscal year or portion thereof.
8. It is recognized that title to the federal securities and money held in the Escrow
Account from time to time shall remain vested in the Issuer but subject always to the prior
charge and lien thereon of this Agreement and the use thereof required to be made by the
provisions of this Agreement. The Agent shall hold all such money and obligations in a special
trust fund and account separate and wholly segregated from all other funds and securities of the
Agent or deposited therein. It is understood and agreed that the responsibility of the Agent under
this Agreement is limited to the safekeeping and segregation of the moneys and securities
deposited with it in the Escrow Account, and the collection of and accounting for the principal
and interest payable with respect thereto.
9. This Agreement is made by the Issuer for the benefit of the holders of the Refunding
Bonds and the Refunded Bonds, as their interests may appear, and is not revocable by the Issuer,
and the investments and other funds deposited in the Escrow Account and all income therefrom
have been irrevocably appropriated for the payment of interest on the Refunding Bonds prior to
and including the Crossover Date and the payment and redemption of the Refunded Bonds on the
Crossover Date, in accordance with this Agreement. This Agreement may not be amended
except to (i) sever any clause herein deemed to be illegal, (ii)provide for the reinvestment of
funds or the substitution of securities as permitted by Section 4 hereof or(iii) cure any ambiguity
or correct or supplement any provision herein which may be inconsistent with any other
provision,provided that the Agent shall determine that any such amendment shall not adversely
affect the owners of the Refunded Bonds. In the event an amendment to this Agreement is
proposed to be made pursuant to this Section 9, prior notice shall be given by first class mail,
postage prepaid, to the following organization at the following address (or such other address as
may be provided by the addressee) and shall be deemed effective upon receipt: Moody's
Municipal Rating Desk/Refunded Bonds, 7 World Trade Center—250 Greenwich Street,New
York,New York 10007.
10. This Agreement shall be binding upon and shall inure to the benefit of the Issuer and
the Agent and their respective successors and assigns. In addition, this Agreement shall
constitute a third party beneficiary contract for the benefit of the registered owners of the
Refunding Bonds and the Refunded Bonds, as their interests may appear. Said third party
beneficiaries shall be entitled to enforce performance and observance by the Issuer and the Agent
of the respective agreements and covenants herein contained as fully and completely as if said
third party beneficiaries were parties hereto.
11. Upon merger or consolidation of the Agent, if the resulting corporation is a bank or
trust company authorized by law to conduct such business, such corporation shall be authorized
to act as successor Agent. Upon the resignation of the Agent, which shall be communicated in
3
writing to the Issuer, or in the event the Agent becomes incapable of acting hereunder,the Issuer
reserves the power to appoint a successor Agent. No resignation shall become effective until a
successor agent has been appointed.
4
IN WITNESS WHEREOF the parties hereto have caused this instrument to be duly
executed by their duly authorized officers on December 14, 2011.
CITY OF EDEN PRAIRIE, MINNESOTA
By
Mayor
And
City Manager
[Signature Page to Escrow Agreement dated December 14, 2011]
5
WELLS FARGO BANK,NATIONAL
ASSOCIATION,
as Agent
By
Its
[Signature Page to Escrow Agreement dated December 14, 2011]
6
EXHIBIT A
A-1
EXHIBIT B
B-1
EXHIBIT C
NOTICE OF REDEMPTION
$2,690,000 General Obligation Permanent Improvement Revolving Fund Bonds, Series 2005B
Dated as of October 1,2005
City of Eden Prairie,Minnesota
Notice is hereby given that all Bonds of the above issue which mature on December 1 in the
following years and amounts:
Maturity Amount Rate Maturity Amount Rate
2015* $ 130,000 3.625% 2021* $315,000 3.900%
2017* 270,000 3.700 2023* 345,000 4.000
2019* 295,000 3.800 2025* 375,000 4.100
*Indicates full call.
are called for redemption and prepayment on December 1,2013. The Bonds will be redeemed at a price
of 100%of their principal amount plus accrued interest to the date of redemption. Holders of such Bonds
should present them for payment on or before said date, on which date they will cease to bear interest.
A form W-9,Payer's Request for Taxpayer Identification Number,must be completed and returned with
the called bond or 31%of the bond redemption proceeds will be withheld. Payment of bonds to be
redeemed will be made on and after December 1,2013,by submitting said bond along with the completed
form W-9 to Wells Fargo Bank,National Association, at the following addresses:
By Mail or Air Courier Service: By Registered or Certified Mail: In Person,By Hand:
Wells Fargo Bank,N.A. Wells Fargo Bank,N.A. Wells Fargo Bank,N.A.
Corporate Trust Operations Corporate Trust Operations Northstar East Building
MAC N9303-121 P.O.Box 1517 608 2nd Avenue South, 12th floor
6th&Marquette Minneapolis,MN 55480-1517 Minneapolis,MN 55479
Minneapolis,MN 55479
If you request payment of principal and/or interest via wire transfer,please be advised there is a wire
transfer fee which will be deducted from your payment.
Dated: , 2013. WELLS FARGO BANK,NATIONAL ASSOCIATION
C-1
CITY COUNCIL AGENDA DATE:
SECTION: Report of Community Development Director November 15, 2011
DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO. XIV.C.1.
Community Development: Puregrace Lease - Smith Douglas More
Janet Jeremiah/David Lindahl Property
Requested Council Action:
Move to: Approve a new lease between the City of Eden Prairie and Puregrace LLC at the Smith-
Douglas-More Property located at 8107 Eden Prairie Road for a Dunn Bros. coffee store.
Synopsis:
The new lease will commence January 1, 2012, and has two principal changes from the existing
lease: the term changes from 3 year to 5 years and the tenant will pay a percentage rent of 6% on
gross sales over $450,000 annually. So if the store performs better over the term of the lease the
tenant will pay more rent to the City. The store is expected to do about $400,000 in gross sales in
2011, however with the expanded parking lot completed this year it is likely the sales will increase in
2012. The gross rent will remain the same,primarily because although the store is performing
reasonably well—the net profit remains low. The basic terms of the new lease are as follows:
Gross Rent $34,000 (remains the same)
Percentage Rent 6% of sales over$450,000
Lease Term 5 years (2012-2017)
Utilities Tenant
Lawn Care & Snow Removal Tenant
Property Taxes Landlord(30% of rent- $10,200)
NET RENT $23,800
Background:
The Smith Douglas More property was purchased by the City in 1981 for the purpose of preserving it
as a historical structure and life estate was granted to its sellers, Earl and Helen More. After Earl
More passed away in 1999 the City began planning for the reuse of the property. A major renovation
of the property was completed by the City in 2002 to accommodate a new Dunn Bros coffee store
which leased the property for five-years through 2007. Since 2008, the property has been leased to A
Dunn Bros. franchisee Puregrace LLC (Ann Shuster).
Attachment:
Puregrace LLC Lease
LEASE
Landlord
City of Eden Prairie
Tenant
Pure Grace, LLC
TABLE OF CONTENTS
ARTICLE PAGE
REFERENCE PAGE
1. TERM 1
2. RENT .1
3. INTENTIONALLY OMMITTED ..3
4. ADDITIONAL RENT 3
5. USE OF PREMISES; TENANT COVENANTS 3
6. ALTERATIONS .6
7. REPAIR .6
8. LIENS .7
9. ASSIGNMENT AND SUBLETTING 8
10. INDEMNIFICATION 9
11. INSURANCE 10
12. SERVICES AND UTILITIES 11
13. HOLDING OVER ..11
14. SUBORDINATION 11
15. REENTRY BY LANDLORD 12
16. DEFAULT ..12
17. REMEDIES 13
18. TENANT'S BANKRUPTCYOR INSOLVENCY .17
19. QUIET ENJOYMENT 18
20. DAMAGE BY FIRE, ETC 18
21. EMINENT DOMAIN .20
22. SALE BY LANDLORD 21
23. ESTOPPEL CERTIFICATES 21
24. SURRENDER OF PREMISES ..21
25. NOTICES 22
26. TAXES PAYABLE BY TENANT 22
27. DEFINED TERMS AND HEADINGS ..23
28. TENANT'S AUTHORITY 23
29. TIME AND APPLICABLE LAW .23
30. SUCCESSORS AND ASSIGNS 23
31. ENTIRE AGREEMENT 24
32. EXAMINATION NOT OPTION 24
33. RECORDATION 24
34. LIMITATION OF LIABILITY ..24
EXHIBIT A-PREMISES LEGAL DESCRIPTION 26
EXHIBIT B - RULES AND REGULATIONS .27
EXHIBIT C - MUNICIPAL CONTRACT PROVIDIONS 30
EXHIBIT D - OUTSIDE USE AREA 32
SMITH, DOUGLAS, MORE HOUSE LEASE REFERENCE PAGE
PREMISES: Smith, Douglas More House
8107 Eden Prairie Road
Eden Prairie, Minnesota 55344
LANDLORD City of Eden Prairie
LANDLORD'S ADDRESS: 8080 Mitchell Road
Eden Prairie, Minnesota 55344
LEASE REFERENCE DATE: , 2012
TENANT: Pure Grace, LLC
TENANT'S ADDRESS: 11572 Landing Road
Eden Prairie, MN 55347
PREMISES AREA: Approximately 3,327 square feet, of which
2,274 square feet is on the main floor and
1,053 square feet is on the second floor
USE: Coffee Shop
TENANT'S TRADE NAMES: Dunn Bros. Coffee
TENDER DATE: December 15, 2011
COMMENCEMENT DATE: January 1, 2012
TERMINATION DATE: December 31, 2017
TERM OF LEASE: Five years, beginning on the
Commencement Date and ending on the
Termination Date (unless sooner terminated
pursuant to the Lease)
RENEWAL TERM: None
INITIAL ANNUAL RENT: $ 34,000.00
i
INITIAL MONTHLY INSTALLMENT
OF ANNUAL RENT (Article 2): $2,833.33
SECURITY DEPOSIT: $3,000 (carried over from prior lease)
ASSIGNMENT/SUBLETTING FEE: None
The Reference Page information is incorporated into and made a part of the Lease. In the
event of any conflict between any Reference Page information and the Lease, the Lease shall
control. This Lease includes Exhibits A through D, all of which are made a part of this Lease.
LANDLORD: TENANT:
CITY OF EDEN PRAIRIE PURE GRACE, LLC
By: By:
Ron Case, Its Acting Mayor
Its:
By:
Rick Getschow, Its City Manager
Dated: Dated:
ii
LEASE
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises as
set forth and described on the Reference Page. The Reference Page, including all terms defined
thereon, is incorporated as part of this Lease.
1. TERM.
1.1 Landlord shall tender possession of the Premises on or before December 15, 2011
("Tender Date"). This Lease shall begin on January 1, 2012 ("Commencement
Date").
1.2 This Lease shall have a term of approximately five (5) years, beginning on the
Commencement Date and ending on December 31, 2017 ("Termination Date").
2. RENT—ANNUAL RENT AND PERCENTAGE RENT.
2.1. Tenant agrees to pay to Landlord the Annual Rent of $34,000.00 by paying the
Monthly Installment of Rent then in effect on or before the fifteenth (15) day of
each full calendar month during the Term. The Monthly Installment of Rent in
effect at any time shall be one-twelfth of the Annual Rent in effect at such time.
Rent for any period during the Term which is less than a full month shall be a
prorated portion of the Monthly Installment of Rent based upon a thirty (30) day
month. Said rent shall be paid to Landlord, without deduction or offset and
without notice or demand, at the Landlord's address, as set forth on the Reference
Page, or to such other person or at such other place as Landlord may from time to
time designate in writing.
2.2 Tenant recognizes that late payment of any rent or other sum due under this Lease
will result in administrative expense to Landlord, the extent of which additional
expense is extremely difficult and economically impractical to ascertain. Tenant
therefore agrees that if rent or any other sum is not paid within ten (10) days of its
due date and payable pursuant to this Lease, a late charge shall be imposed in an
amount equal to the greater of(a) Fifty Dollars ($50.00), or (b) a sum equal to
five percent (5%) per month of the unpaid rent or other payment. The amount of
the late charge to be paid by Tenant shall be reassessed and added to Tenant's
obligation for each successive monthly period until paid. The provisions of this
Section 2.2 in no way relieve Tenant of the obligation to pay rent or other
payments on or before the date on which they are due, nor do the terms of this
Section 2.2 in any way affect Landlord's remedies pursuant to Article 17 of this
Lease in the event said rent or other payment is unpaid after date due.
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2.3 During and for each Lease Year, Tenant shall pay percentage rent ("Percentage
Rent") which is defined herein as the Percentage (set forth below) of Gross Sales
in excess of a specified Gross Sales break point("Break Point"), as follows:
Lease Year Percentage Break Point
1-5 6% $450,000
2.4 Commencing with the month in which Tenant's Gross Sales first exceed the Break
Point for such Lease Year, and every month thereafter during said Lease Year,
Tenant shall pay Landlord Percentage Rent, simultaneously with Tenant's
submission of its monthly Gross Sales statement. The Percentage Rent will be
adjusted at the end of each Lease Year, any additional Percentage Rent shall be
paid no later than thirty (30) days after the end of each Lease Year and any excess
Percentage Rent shall be credited against Tenant's next due Percentage Rent
payment, except for the last Lease Year wherein any excess shall be refunded to
Tenant. In the event any Percentage Rent is found due and owing as a result of
any audit or inspection, then the same shall be immediately paid by Tenant to
Landlord, along with interest thereon pursuant to Section 2.2 of this Lease, from
the date the deficiency in Percentage Rent was properly due and payable to
Landlord. In the event that more than one Break Point shall fall within any given
Lease Year during the term hereof, then, for the purpose of computing the
Percentage Rent for any such Lease Year, a new Break Point shall be determined
by multiplying each Break Point which is applicable for such Lease Year by a
fraction, the numerator of which shall be the actual number of days covered by
such Break Point, and the denominator of which shall be the number three
hundred sixty-five (365), and then adding the two resulting sums together. In the
event that any Lease Year during the term hereof is less than twelve (12) full
calendar months, then, for the purpose of computing the Percentage Rent for any
such short Lease Year, the Break Point for such short Lease Year shall be
adjusted by multiplying the Break Point otherwise applicable for such Lease Year
by a fraction, the numerator of which shall be the actual number of days in such
short Lease Year, and the denominator of which shall be the number three
hundred sixty-five (365).
2.5 Gross Sales Defined: Tenant's "Gross Sales" is defined to mean the total dollar
value of all sales and rentals of merchandise or services arising out of or payable
on account of the business conducted in, on or from the Premises by or on account
of Tenant or any sublessee, assignee, licensee or concessionaire of Tenant for
cash or credit, including all orders for merchandise taken at or sold from the
Premises, and including any fees, such as membership fees. Gross Sales shall
exclude the following: (i) proceeds from any sales tax, gross receipts tax or
similar tax, by whatever name called, (ii) bona fide transfers of merchandise from
the Premises to any other stores or warehouses of Tenant that are not intended to
avoid a sale at the Premises, (iii) refunds given to customers for merchandise
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purchased at the Premises and returned or exchanged, and (iv) sales of Tenant's
fixtures and equipment not in the ordinary course of Tenant's business.
2.6 Tenant's Books and Records:
Tenant shall keep at the Premises or at its principal office within the Minneapolis-
St. Paul Metropolitan Area, a full and accurate set of books and records
adequately showing the amount of Tenant's Gross Sales in each Lease Year.
Within thirty (30) days after the close of each Lease Year, Tenant shall furnish to
Landlord a statement certified by an officer of Tenant setting forth the amount of
Tenant's Gross Sales during the preceding Lease Year. All Gross Sales
statements to be supplied by Tenant to Landlord shall be in such form and with
such detail as Landlord shall reasonably deem necessary. Landlord shall have the
right, at any time once per Lease Year upon ten (10) business days'written notice,
to inspect or audit the sales records of Tenant (including the books and records of
any concessionaire, subtenant or licensee). If Tenant's Gross Sales exceed those
reported by two percent (2%) or more, Tenant shall pay Landlord's cost of
inspection or audit.
3. INTENTIONALLY LEFT BLANK
4. ADDITIONAL RENT
Any money or sums, other than Annual Rent and Percentage Rent, due under this Lease
shall be considered additional rent and be due with the next Monthly Installment of Rent,
unless otherwise indicated in this Lease.
5. USE OF PREMISES; TENANT COVENANTS.
5.1. Tenant shall in good faith continuously throughout the Term of this lease conduct
and carry on in the entire Premises under Tenant's Trade Names following
permitted uses, activities and businesses (hereinafter referred to as "Permitted
Uses") and shall not conduct or carry on any other use, activity or business
without the prior express written consent of Landlord.
5.1.1 "Permitted Uses" inside the building are as follows:
5.1.1.1 Sale of beverages customarily sold in a coffee shop, including but not
limited to coffee, coffee beverages, tea, smoothies, hot chocolate, soda,juices,
and water and associated beverages.
5.1.1.2 Sale of convenience food items customarily sold in a coffee shop
including, but not limited to sandwiches,breakfast pastries, nuts, condiments,
dressings,burritos, breakfast sandwiches, cheese, crackers, salads, cookies,
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cupcakes, desserts, hot and cold sandwiches, soup, chips, oatmeal, granola,
yogurt, fruit,vegetables, and candy.
5.1.1.3 Sale of packaged cookies, food, candy, tickets and similar items by
non-profit youth organizations.
5.1.1.4 Sale of wrist bands
5.1.1.5 Sale of art
5.1.1.6 Photographer
5.1.1.7 Sale of photos
5.1.1.8 Sale of antiques
5.1.1.9 Sale of books
5.1.1.10 Wedding receptions
5.1.1.11 Sale of signs
5.1.1.12 Sale of T-shirts
5.1.1.13 Birthday and anniversary parties
5.1.1.14 Sale of wine and beer as permitted by City license
5.1.1.15 Live music
5.1.1.16 Sale of CD's
5.1.1.17 Sale of ice cream
5.1.1.18 Sale of clothing
5.1.1.19 Office space
5.1.2 "Permitted Uses" outside the building are as follows:
5.1.2.1 Wedding receptions
5.1.2.2 Live amplified music (south side patio only)
5.1.2.3 Antique Fair Treasure Hunt
5.1.2.4 Farmer's Market—fruits, vegetables, flowers, bakery items, and
Christmas trees
5.1.3 All Permitted Uses carried on outside the building, shall be limited
to and conducted within the 2,700 sq. ft. area as depicted in Exhibit
D, except for live amplified music which shall be limited to the
south side patio only,
5.2. Tenant shall comply with all governmental laws, ordinances and regulations
applicable to the use of the Premises and its occupancy and shall promptly
comply with all governmental orders and directions for the correction, prevention
and abatement of any violations in or upon, or in connection with, the Premises,
all at Tenant's sole expense.
5.3. Tenant shall operate its business in a dignified manner and in accordance with
high standards of a store operation and shall, at all times when the Premises are
open for business to the public, keep the Premises properly equipped with
fixtures, stocked with an adequate supply of merchandise and attended by
adequate personnel.
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5.4. Tenant agrees to comply with and observe the rules and regulations shown on
Exhibit B. Tenant's failure to keep and observe said rules and regulations shall
constitute a breach of the terms of this Lease as if the same were contained herein
as covenants following the notice and/or cure periods set forth in Section 16.1.2
hereof. Landlord reserves the right from time to time to amend or supplement
said rules nd regulations. Notice of such amendments and supplements shall be
given to Tenant and Tenant agrees to comply with and observe all such rules and
regulations, as revised, to the extent the amendments and supplements are not
inconsistent with the rules contained in Exhibit B or any other provision of this
Lease.
5.5. Tenant acknowledges that the Premises has been designated as an Historic House.
Tenant's use of the Premises, including maintenance of the Premises, shall at all
times comply with all laws, rules, and regulations related to the Historic House
designation.
5.6. Tenant shall not, and shall not direct, suffer or permit any of its agents,
contractors, employees, licensees or invitees to at any time handle, use,
manufacture, store or dispose of in or about the Premises any (collectively
"Hazardous Materials") flammables, explosives, radioactive materials, hazardous
wastes or materials, toxic wastes or materials, or other similar substances,
petroleum products or derivatives or any substance subject to regulation by or
under any federal, state and local laws and ordinances relating to the protection of
the environment or the keeping, use or disposition of environmentally hazardous
materials, substances, or wastes, presently in effect or hereafter adopted, all
amendments to any of them, and all rules and regulations issued pursuant to any
of such laws or ordinances (collectively "Environmental Laws"), nor shall Tenant
suffer or permit any Hazardous Materials to be used in any manner not fully in
compliance with all Environmental Laws, in the Premises and appurtenant land or
allow the Premises to become contaminated with any Hazardous Materials.
Notwithstanding the foregoing, Tenant may handle, store, use or dispose of
products containing small quantities of Hazardous Materials (such as aerosol cans
containing insecticides, toner for copiers,paints, paint remover and the like) to the
extent customary and necessary for the use of the Premises for the purposes
permitted hereunder; provided that Tenant shall always handle, store, use, and
dispose of any such Hazardous Materials in a safe and lawful manner and never
allow such Hazardous Materials to contaminate the Premises and appurtenant land
or the environment. Tenant shall protect, defend, indemnify and hold the
Landlord harmless from and against any and all loss, claims, liability or costs
(including court costs and attorney's fees) incurred by reason of any actual or
asserted failure of Tenant to fully comply with all applicable Environmental
Laws, or the presence, handling, use or disposition in or from the Premises of any
Hazardous Materials (even though permissible under all applicable Environmental
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Laws or the provisions of this Lease), or by reason of any actual or asserted
failure of Tenant to keep, observe, or perform any provision of this Section 5.6.
5.7. Any signs used on the Premises shall comply with the Eden Prairie City Code
then in effect and must be approved by the Eden Prairie Historic Preservation
Commission.
5.8 Tenant shall not allow any smoking, or other use of tobacco products, by Tenant
or any guest, invitee, or other person on the Premises, in any building located on
the Premises.
6. ALTERATIONS.
6.1. Tenant shall not make or suffer to be made any alterations or improvements,
including but not limited to, the attachment of any fixtures or equipment in, on, or
to the Premises or any part thereof without prior written consent of Landlord and
the Eden Prairie Historic Preservation Commission.
6.2. All alterations, additions or improvements proposed by Tenant shall be
constructed in accordance with all government laws, ordinances, rules and
regulations and Tenant shall, prior to construction, provide the additional
insurance required under Article 11 in such case, and also all such assurances to
Landlord, including but not limited to, waivers of liens and surety company
performance bonds, as Landlord shall require to assure payment of the costs
thereof and to protect Landlord and the Premises and appurtenant land against any
loss from any mechanic's, materialmen's or other liens.
6.3. All alterations, additions, and improvements in, on, or to the Premises made or
installed by Tenant, including carpeting, shall be and remain the property of
Tenant during the Term. All such alterations, additions, and improvements,
except furniture, furnishings, movable partitions of less than full height from floor
to ceiling and other trade fixtures shall become a part of the realty and belong to
Landlord without compensation to Tenant upon the expiration or sooner
termination of the Term, at which time title shall pass to Landlord under this
Lease as by a bill of sale, unless Landlord elects otherwise. Upon such election
by Landlord, Tenant shall upon demand by Landlord, at Tenant's sole cost and
expense, forthwith and with all due diligence remove any such alterations,
additions or improvements which are designated by Landlord to be removed, and
Tenant shall forthwith and with all due diligence, at its sole cost and expense,
repair and restore the Premises to their original condition, reasonable wear and
tear and damage by fire or other casualty excepted.
7. REPAIR AND MAINTENANCE OF PREMESIS.
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7.1. Landlord shall have no obligation to alter, remodel, or improve the Premises,
except as specifically set forth in this Lease. It is hereby understood and agreed
that no representations respecting the condition of the Premises have been made
by Landlord to Tenant, except as specifically set forth in this Lease. Landlord
shall not be liable for any failure to make any repairs or to perform any
maintenance unless such failure shall persist for forty-eight (48) hours after
written notice of the need of such repairs or maintenance is given to Landlord by
Tenant. If the repair cannot be completed within forty-eight (48) hours, Landlord
shall not be liable for the failure to complete the repair so long as Landlord has
begun repair and is using its best efforts to complete the repair.
7.2. Tenant shall, at all times during the Term, maintain the interior of the Premises
and keep the interior of the Premises in good condition and repair. Tenant's
maintenance obligations include, but are not limited to, garbage removal,
cleaning, upkeep, and other similar obligations. Tenant's repair obligations
include, but are not limited to windows, glass and plate glass, doors, skylights and
special store entries, interior walls and finish work, floors and floor coverings,
electrical systems and fixtures located within and/or serving the Premises, and
plumbing work and fixtures located within and/or serving the Premises, excepting
damage by fire, or other casualty. All maintenance and repairs shall be peformed
in compliance with all applicable governmental laws, ordinances and regulations,
and Tenant shall promptly comply with all governmental orders and directives for
the correction, prevention and abatement of any violations or nuisances in or
upon, or connected with, the Premises, all at Tenant's sole expense. In the event
that Tenant fails to adequately repair or maintain the Premises, Landlord reserves
the right to perform any and all repairs or maintenance on the Premises. In the
event that Landlord performs any such repairs or maintenance, Tenant shall
reimburse Landlord upon demand, as additional rent, for any and all costs
incurred by Landlord as a result of performing said repairs or maintenance with
its next installment of rent due pursuant to this Lease following submission to
Tenant of an invoice thereof and reasonable documentation relating thereto.
7.3 Tenant shall, at all times during the Term, perform all on-going maintainance of
the grounds of the Premises, including lawn care, snow plowing, snow shoveling,
spring and fall cleanup, shrubs and flower pruning and maintenance, weed
control, lawn fertilization and irrigation, and maintain and top dress wood chip
and rock mulch. Landlord is responsible for servicing all heating and air
conditioning systems and equipment (HVAC) serving the Premises, as well as for
exterior painting and major exterior repairs including the roof.
8. LIENS.
Tenant shall keep the Premises and appurtenant land and Tenant's leasehold interest in the
Premises free from any liens arising out of any services, work or materials performed,
furnished, or contracted for by Tenant, or obligations incurred by Tenant. In the event that
7
Tenant shall not, within ten (10) days following the imposition of any such lien, either
cause the same to be released of record or provide Landlord with insurance against the
same issued by a major title insurance company or such other protection against the same
as Landlord shall accept, Landlord shall have the right to cause the same to be released by
such means as it shall deem proper, including payment of the claim giving rise to such lien.
All such sums paid by Landlord and all expenses incurred by it in connection therewith
shall be considered additional rent and shall be payable to it by Tenant on demand.
9. ASSIGNMENT AND SUBLETTING.
9.1. Tenant shall not have the right to assign or pledge this Lease, or to sublet the
whole or any part of the Premises whether voluntarily or by operation of law, or
permit the use or occupancy of the Premises by anyone other than Tenant, and
shall not make, suffer or permit such assignment, subleasing or occupancy,
without the prior written consent of Landlord. Said restrictions shall be binding
upon any and all assignees of the Lease and subtenants of the Premises. In the
event Tenant desires to sublet, or permit such occupancy of, the Premises, or any
portion thereof, or assign this Lease, Tenant shall give written notice thereof to
Landlord at least thirty (30) days but no more than one hundred eighty (180) days
prior to the proposed commencement date of such subletting or assignment,which
notice shall set forth the name of the proposed subtenant or assignee, and the
relevant terms of any sublease or assignment.
9.2. Notwithstanding any assignment or subletting, permitted or otherwise, Tenant
shall at all times remain directly, primarily and fully responsible and liable for the
payment of the rent specified in this Lease and for compliance with all of its other
obligations under the terms, provisions and covenants of this Lease.
9.3. In addition to Landlord's right to approve of any subtenant or assignee, Landlord
shall have the option, in its sole discretion, in the event of any proposed subletting
or assignment, to terminate this Lease, or in the case of a proposed subletting of
less than the entire Premises, to recapture the portion of the Premises to be sublet,
as of the date the subletting or assignment is to be effective. The option shall be
exercised, if at all, by Landlord giving Tenant written notice within thirty (30)
days following Landlord's receipt of Tenant's written notice as required above. If
this Lease shall be terminated with respect to the entire Premises pursuant to this
Section, the Term of this Lease shall end on the date stated in Tenant's notice as
the effective date of the sublease or assignment as if that date had been originally
fixed in this Lease for the expiration of the Term. If Landlord recaptures under
this Section only a portion of the Premises, the rent to be paid from time to time
during the unexpired Term shall abate proportionately based on the proportion by
which the approximate square footage of the remaining portion of the Premises
shall be less than that of the Premises as of the date immediately prior to such
recapture.
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9.4. In the event that Tenant sells, sublets, assigns, or transfers this Lease and the
amount of rent and/or additional rent paid pursuant to the sale, sublease,
assignment, or transfer is greater than the amount of the rent and additional rent
payable under this Lease, Landlord shall have the right to terminate this Lease as
of the effective date of the sale, sublease, assignment, or transfer and enter a new
lease with the purchaser, sublessor, assignee, or transferee under the same terms
and conditions as the sale, sublease, assignment, or transfer. Such termination
shall release Tenant from any and all liability under this Lease.
9.5. Notwithstanding any other provision hereof, Tenant shall have no right to make
(and Landlord shall have the absolute right to refuse consent to) any assignment
of this Lease or sublease of any portion of the Premises if at the time of either
Tenant's notice of the proposed assignment or sublease or the proposed
commencement date thereof, there shall exist any uncured default of Tenant or
matter which will become a default of Tenant with passage of time unless cured,
or if the proposed assignee or sublessee is an entity: (a) which Landlord is
already in negotiation as evidenced by the issuance of a written proposal; (b) is
incompatible with the character of occupancy of the Premises; or (c) would
subject the Premises to a use which would: (i) involve materially increased
personnel or wear upon the Premises; (ii) require any addition to or modification
of the Premises or the Premises in order to comply with building code or other
governmental requirements; or, (iii) involve violation of Section 5.6. Tenant
expressly agrees that Landlord shall have the absolute right to refuse consent to
any such assignment or sublease and that for the purposes of any statutory or
other requirement of reasonableness on the part of Landlord such refusal shall be
reasonable.
10. INDEMNIFICATION.
The Landlord shall not be liable and Tenant hereby waives all claims against Landlord
for any damage to any property or any injury to any person in or about the Premises by or
from any cause whatsoever (including without limiting the foregoing, rain or water
leakage of any character from the roof, windows, walls,basement, pipes, plumbing works
or appliances, the Premises not being in good condition or repair, gas, fire, oil, electricity
or theft), except to the extent caused by or arising from the negligence or intentional act
of Landlord or its agents, employees or contractors. Tenant shall protect, indemnify and
hold the Landlord harmless from and against any and all loss, claims, liability or costs
(including court costs and attorney's fees) incurred by reason of(a) any damage to any
property (including but not limited to property of Landlord) or any injury (including but
not limited to death) to any person occurring in, on or about the Premises to the extent
that such injury or damage shall be caused by or arise from any act, neglect, fault, or
omission by or of Tenant, its agents, servants, employees, invitees, or visitors to meet any
standards imposed by any duty with respect to the injury or damage; (b) the conduct or
management of any work or thing whatsoever done by the Tenant in or about the
Premises or from transactions of the Tenant concerning the Premises; (c) Tenant's failure
9
to comply with any and all govenmental laws, ordinances and regulations applicable to
the condition or use of the Premises or its occupancy; or (d) any breach or default on the
part of Tenant in the performance of any covenant or agreement on the part of the Tenant
to be performed pursuant to this Lease. The provisions of this Article shall survive the
termination of this Lease with respect to any claims or liability accruing prior to such
termination.
11. INSURANCE.
11.1. Tenant shall keep in force throughout the Term: (a) a Commercial General
Liability insurance policy or policies to protect the Landlord against any liability
to the public or to any invitee of Tenant or Landlord incidental to the use of or
resulting from any accident occurring in or upon the Premises with a limit of not
less than $1,000,000.00 per occurrence and not less than $2,000,000.00 in the
annual aggregate, or such larger amount as Landlord may prudently require from
time to time, covering bodily injury and property damage liability and $1,000,000
products/completed operations aggregate; (b) Business Auto Liability covering
owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per
accident; (c) insurance protecting against liability under Worker's Compensation
Laws with limits at least as required by statute; (d) Employers Liability with
limits of $500,000 each accident, $500,000 disease policy limit, $500,000
disease--each employee; (e) All Risk or Special Form coverage protecting Tenant
against loss of or damage to Tenant's alterations, additions, improvements,
carpeting, floor coverings, panelings, decorations, fixtures, inventory, plate glass
and other business personal property situated in or about the Premises to the full
replacement value of the property so insured; and, (f) Business Interruption
Insurance with limit of liability representing loss of at least approximately six
months of income.
11.2. Each of the aforesaid policies shall (a) be provided at Tenant's expense; (b) name
the Landlord as an additional insured; (c)be issued by an insurance company with
a minimum Best's rating of "A:VII" during the Term; and (d) provide that an
insurance company with said insurance shall not be canceled unless thirty (30)
days prior written notice (ten days for non-payment of premium) shall have been
given to Landlord; and said policy or policies or certificates thereof shall be
delivered to Landlord by Tenant upon the Commencement Date and at least thirty
(30) days prior to each renewal of said insurance.
11.3. Whenever Tenant shall undertake any alterations, additions or improvements in,
to or about the Premises ("Work") the aforesaid insurance protection must extend
to and include injuries to persons and damage to property arising in connection
with such Work, without limitation including liability under any applicable
structural work act, and such other insurance as Landlord shall reasonably require;
10
and the policies of or certificates evidencing such insurance must be delivered to
Landlord prior to the commencement of any such Work. Tenant shall also require
surety payment and performance bonds, or other similar security approved by
Landlord for any Work done on the Premises.
12. SERVICES AND UTILITIES.
Tenant shall pay for all water, gas, heat, light, power, telephone, sewer, sprinkler system
charges and other utilities and services used on or from the Premises, together with any
taxes, penalties and surcharges or the like pertaining thereto and any maintenance charges
for such utilities. If any such services are not separately metered to Tenant, Tenant shall
pay all such charges determined by Landlord, in its sole discretion, to be reasonable. Any
such charges paid by Landlord and assessed against Tenant shall be immediately payable
to Landlord on demand and shall be additional rent hereunder. Landlord shall not be
liable for any interruption or failure of utility services on or to the Premises unless the
interruption or failure of service is caused by the negligence or intentional act of
Landlord or any of Landlord's officers, directors, employees, or agents.
13. HOLDING OVER.
Tenant shall pay Landlord for each day Tenant retains possession of the Premises or part
thereof after termination of this Lease by lapse of time or otherwise at the then market
rental value of the Premises as determined by Landlord assuming a new lease of the
Premises of the then usual duration and other terms, prorated on a daily basis ("Holdover
Rate"), and also pay all damages sustained by Landlord by reason of such retention. If
Landlord gives notice to Tenant of Landlord's election to that effect, such holding over
shall constitute renewal of this Lease for a period from month to month at the Holdover
Rate, but if the Landlord does not so elect, no such renewal shall result notwithstanding
acceptance by Landlord of any sums due hereunder after such termination; and instead, a
tenancy at sufferance at the Holdover Rate shall be deemed to have been created. In any
event, no provision of this Article 13 shall be deemed to waive Landlord's right of
reentry or any other right under this Lease or at law.
14. SUBORDINATION.
Without the necessity of any additional document being executed by Tenant for the
purpose of effecting a subordination, this Lease shall be subject and subordinate at all
times to ground or underlying leases and to the lien of any mortgages or deeds of trust now
or hereafter placed on, against or affecting the Premises, Landlord's interest or estate in the
Premises, or any ground or underlying lease, provided, however, that; (i) if the lessor,
mortgagee, trustee, or holder of any such mortgage or deed of trust agrees not to materially
disturb Tenant or Tenants use of the Premises or Tenant's rights hereunder and so long as
no event of Default has occurred and is continuing, and (ii) if the lessor, mortgagee,
trustee, or holder of any such mortgage or deed of trust elects to have Tenant's interest in
this Lease be superior to any such instrument, then, by notice to Tenant, this Lease shall be
11
deemed superior, whether this Lease was executed before or after said instrument.
Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon
demand such further instruments evidencing such subordination or superiority of this
Lease as may be required by Landlord.
15. REENTRY BY LANDLORD.
Landlord reserves and shall at all times have the right to re-enter the Premises, upon
twenty-four (24) hours notice, to inspect the same, to supply any service to be provided
by Landlord to Tenant under this Lease, to show said Premises to prospective purchasers,
mortgagees or tenants, and to alter, improve or repair the Premises and any portion of the
Premises, without abatement of rent, and may for that purpose erect, use and maintain
scaffolding, pipes, conduits and other necessary structures and open any wall, ceiling or
floor in and through the Premises where reasonably required by the character of the work
to be performed. Landlord may enter the Premises without notice in the event of a
burglary, fire, medical emergency, natural disaster, or other similar emergency. Tenant
hereby waives any claim for damages for any injury or inconvenience to or interference
with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and
any other loss occasioned by any action of Landlord authorized by this Article 15.
Nothing in this Article 15 waives or shall be construed as waiving any claim by Tenant
for any negligent or intentional act of Landlord or any employee, contractor, or agent of
Landlord which in any way damages Tenant or Tenant's rights under this Lease. In the
event that Landlord discovers a defect or other problem with the premises during such re-
entry, Landlord may correct the defect or problem and Tenant shall reimburse Landlord
on demand, as additional rent, for any expenses which Landlord may incur in correcting
the defect or problem provided that Tenant was responsible for the repair of the defect or
problem pursuant to Article 7.2 of this Lease.
16. DEFAULT.
16.1 Except as otherwise provided in Article 18, the following events shall be deemed
to be Events of Default under this Lease:
16.1.1. Tenant shall fail to pay when due any sum of money becoming due to be
paid to Landlord under this Lease, whether such sum be any installment of
the rent reserved by this Lease, any other amount treated as additional rent
under this Lease, or any other payment or reimbursement to Landlord
required by this Lease, whether or not treated as additional rent under this
Lease, and such failure shall continue for a period of five days after
written notice that such payment was not made when due, but if any such
notice shall be given, for the twelve month period commencing with the
date of such notice, the failure to pay within five days after due any
additional sum of money becoming due to be paid to Landlord under this
Lease during such period shall be an Event of Default, without notice.
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16.1.2. Tenant shall fail to comply with any term, provision or covenant of this
Lease which is not provided for in another Section of this Article and shall
not cure such failure within twenty (20) days (forthwith, if the failure
involves a hazardous condition) after written notice of such failure to
Tenant, or if such failure cannot reasonably be cured with such twenty
(20) days, Tenant shall fail to commence such cure within such twenty
(20) day period and diligently pursue the same to completion.
16.1.3. Tenant shall abandon or vacate any substantial portion of the Premises or
cease continuously operating its business therein.
16.1.4. Tenant shall fall to vacate the Premises immediately upon termination of
this Lease, by lapse of time or otherwise, or upon termination of Tenant's
right to possession only.
16.1.5. Tenant shall become insolvent, admit in writing its inability to pay its
debts generally as they become due, file a petition in bankruptcy or a
petition to take advantage of any insolvency statute, make an assignment
for the benefit of creditors, make a transfer in fraud of creditors, apply for
or consent to the appointment of a receiver of itself or of the whole or any
substantial part of its property, or file a petition or answer seeking
reorganization or arrangement under the federal bankruptcy laws, as now
in effect or hereafter amended, or any other applicable law or statute of the
United States or any state thereof.
16.1.6. A court of competent jurisdiction shall enter an order,judgment or decree
adjudicating Tenant bankrupt, or appointing a receiver of Tenant, or of the
whole or any substantial part of its property, without the consent of
Tenant, or approving a petition filed against Tenant seeking reorganization
or arrangement of Tenant under the bankruptcy laws of the United States,
as now in effect or hereafter amended, or any state thereof, and such order,
judgment or decree shall not be vacated or set aside or stayed within sixty
(60) days from the date of entry thereof
17. REMEDIES.
17.1. Except as otherwise provided in Article 18, upon the occurrence of any of the
Events of Default described or referred to in Article 16, Landlord shall have the
option to pursue any one or more of the following remedies without any notice or
demand whatsoever, concurrently or consecutively and not alternatively:
17.1.1. Landlord may, at its election, terminate this Lease or terminate Tenant's
right to possession only, without terminating the Lease.
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17.1.2. Upon any termination of this Lease, whether by lapse of time or otherwise,
or upon any termination of Tenant's right to possession without
termination of the Lease, Tenant shall surrender possession and vacate the
Premises immediately, and deliver possession thereof to Landlord, and
Tenant hereby grants to Landlord full and free license to enter into and
upon the Premises in such event and to repossess Landlord of the Premises
as of Landlord's former estate and to expel or remove Tenant and any
others who may be occupying or be within the Premises and to remove
Tenant's signs and other evidence of tenancy and all other property of
Tenant therefrom without being deemed in any manner guilty of trespass,
eviction or forcible entry or detainer, and without incurring any liability
for any damage resulting therefrom, Tenant waiving any right to claim
damages for such reentry and expulsion, and without relinquishing
Landlord's right to rent or any other right given to Landlord under this
Lease or by operation of law.
17.1.3. Upon any termination of this Lease, whether by lapse of time or otherwise,
Landlord shall be entitled to recover as damages, all rent, including any
amounts treated as additional rent under this Lease, and other sums due
and payable by Tenant on the date of termination, plus as liquidated
damages and not as a penalty, an amount equal to the sum of (a) an
amount equal to the then present value of the rent reserved in this Lease
for the residue of the stated Term of this Lease including any amounts
treated as additional rent under this Lease and all other sums provided in
this Lease to be paid by Tenant, minus the fair rental value of the Premises
for such residue; (b) the value of the time and expense necessary to obtain
a replacement tenant or tenants, and the estimated expenses described in
Section 16.1.4. relating to recovery of the Premises, preparation for
reletting and for reletting itself, and (c) the cost of performing any other
covenants which would have otherwise been performed by Tenant.
17.1.4. Upon any termination of Tenant's right to possession only without
termination of the Lease:
17.1.4.1 Neither such termination of Tenant's right to possession nor
Landlord's taking and holding possession thereof as
provided in Section 17.1.2 shall terminate the Lease or
release Tenant, in whole or in part, from any obligation,
including Tenant's obligation to pay the rent, including any
amounts treated as additional rent, under this Lease for the
full Term, and if Landlord so elects Tenant shall pay
forthwith to Landlord the sum equal to the entire amount of
the rent, including any amounts treated as additional rent
under this Lease, for the remainder of the Term plus any
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other sums provided in this Lease to be paid by Tenant for
the remainder of the Term.
17.1.4.2 Landlord shall use its best efforts to relet the Premises or
any part thereof for such rent and upon such terms as
Landlord, in its sole discretion, shall determine (including
the right to relet the premises for a greater or lesser term
than that remaining under this Lease, the right to relet the
Premises as a part of a larger area, and the right to change
the character or use made of the Premises). In connection
with or in preparation for any reletting, Landlord may, but
shall not be required to, make repairs, alterations and
additions in or to the Premises and redecorate the same to
the extent Landlord deems necessary or desirable, and
Tenant shall, upon demand, pay the cost thereof, together
with Landlord's expenses of reletting, including, without
limitation, any commission incurred by Landlord.
Landlord and Tenant agree that nevertheless Landlord shall
at most be required to use only the same efforts Landlord
then uses to lease premises generally and that in any case
that Landlor shall not be required to give any preference or
priority to the showing or leasing of the Premises over any
other space that Landlord may be leasing or have available
and may place a suitable prospective tenant in any such
other space regardless of when such other space becomes
available. Landlord shall not be required to observe any
instruction given by Tenant about any reletting or accept
any tenant offered by Tenant unless such offered tenant has
a credit worthiness acceptable to Landlord and leases the
entire Premises upon terms and conditions including a rate
of rent (after giving effect to all expenditures by Landlord
for tenant improvements, broker's commissions and other
leasing costs) all no less favorable to Landlord than as
called for in this Lease, nor shall Landlord be required to
make or permit any assignment or sub lease for more than
the current term or which Landlord would not be required
to permit under the provisions of Article 9.
17.1.4.3 Until such time as Landlord shall elect to terminate the
Lease and shall thereupon be entitled to recover the
amounts specified in such case in Section 17.1.3, Tenant
shall pay to Landlord upon demand the full amount of all
rent, including any amounts treated as additional rent under
this Lease and other sums reserved in this Lease for the
remaining Term, together with the costs of repairs,
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alterations, additions, redecorating and Landlord's expenses
of reletting and the collection of the rent accruing
therefrom (including attorney's fees and broker's
commissions), as the same shall then be due or become due
from time to time pursuant to the terms of this Lease, less
only such consideration as Landlord may have received
from any reletting of the Premises; and Tenant agrees that
Landlord may file suits from time to time to recover any
sums falling due under this Article 17 as they become due.
Any proceeds of reletting by Landlord in excess of the
amount then owed by Tenant to Landlord from time to time
shall be credited against Tenant's future obligations under
this Lease but shall not otherwise be refunded to Tenant or
inure to Tenant's benefit.
17.2. Landlord may, at Landlord's option, enter into and upon the Premises without
notice, if Landlord determines in its sole discretion that Tenant is not acting
within a commercially reasonable time to maintain, repair or replace anything for
which Tenant is responsible under this Lease and correct the same, without being
deemed in any manner guilty of trespass, eviction or forcible entry and detainer
and without incurring any liability for any damage or interruption of Tenant's
business resulting therefrom. If Tenant shall have vacated the Premises, Landlord
may at Landlord's option re-enter the Premises at any time during the last six
months of the then current Term of this Lease and make any and all such changes,
alterations, revisions, additions and tenant and other improvements in or about the
Premises as Landlord shall elect, all without any abatement of any of the rent
otherwise to be paid by Tenant under this Lease.
17.3. If, on account of any Event of Default by Tenant under the terms and conditions
of this Lease, it becomes necessary or appropriate for Landlord to employ or
consult with an attorney concerning or to enforce or defend any of the Landlord's
rights or remedies arising under this Lease, the Tenant agrees to pay all attorney's
fees so incurred by the Landlord.
17.4. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the
other remedies provided in this Lease or any other remedies provided by law (all
such remedies being cumulative), nor shall pursuit of any remedy provided in this
Lease constitute a forfeiture or waiver of any rent due to Landlord under this
Lease or of any damages accruing to Landlord by reason of the violation of any of
the terms, provisions and covenants contained in this Lease.
17.5. No act or thing done by Landlord or its agents during the Term shall be deemed a
termination of this Lease or an acceptance of the surrender of the Premises, and
no agreement to terminate this Lease or to accept a surrender of said Premises
shall be valid, unless in writing signed by Landlord. No waiver by Landlord of
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any violation or Event of Default of any of the terms, provisions and covenants
contained in this Lease shall be deemed or construed to constitute a waiver of any
other violation or breach of any of the terms, provisions and covenants contained
in this Lease. Landlord's acceptance of the payment of rental or other payments
after the occurrence of an Event of Default shall not be construed as a waiver of
such Event of Default, unless Landlord so notifies Tenant in writing. Forbearance
by Landlord in enforcing one or more of the remedies provided in this Lease upon
an Event of Default shall not be deemed or construed to constitute a waiver of
such Event of Default or of Landlord's right to enforce any such remedies with
respect to such Event of Default or any subsequent Event of Default.
18. TENANT'S BANKRUPTCY OR INSOLVENCY
18.1. If at any time and for so long as Tenant shall be subjected to the provisions of the
United States Bankruptcy Code or other law of the United States or any state
thereof for the protection of debtors as in effect at such time (each a "Debtor's
Law"):
18.1.1. Tenant, Tenant as debtor-in-possession, and any trustee or receiver of
Tenant's assets (each a "Tenant's Representative") shall have no greater
right to assume or assign this Lease or any interest in this Lease, or to sub
lease any of the Premises than accorded to Tenant in Article 9, except to
the extent Landlord shall be required to permit such assumption,
assignment or sublease by the provisions of such Debtor's Law. Without
limitation of the generality of the foregoing, any right of any Tenant's
Representative to assume or assign this Lease or to sublease any of the
Premises shall be subject to the conditions that:
18.1.1.1. Such Debtor's Law shall provide to Tenant's
Representative a right of assumption of this Lease which
Tenant's Representative shall have timely exercised and
Tenant's Representative shall have fully cured any default
of Tenant under this Lease.
18.1.1.2. Tenant's Representative or the proposed assignee, as the
case shall be, shall have deposited with Landlord as
security for the timely payment of rent an amount equal to
three months' rent and other monetary charges accruing
under this Lease; and shall have provided Landlord with
adequate other assurance of the future performance of the
obligations of the Tenant under this Lease. Without
limitation, such assurances shall include, at least, in the
case of assumption of this Lease, demonstration to the
satisfaction of the Landlord that Tenant's Representative
has and will continue to have sufficient unencumbered
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assets after the payment of all secured obligations and
administrative expenses to assure Landlord that Tenant's
Representative will have sufficient funds to fulfill the
obligations of Tenant under this Lease; and, in the case of
assignment, submission of current financial statements of
the proposed assignee, audited by an independent certified
public accountant reasonably acceptable to Landlord and
showing a net worth and working capital in amounts
determined by Landlord to be sufficient to assure the future
performance by such assignee of all of the Tenant's
obligations under this Lease.
18.1.1.3. The assumption or any contemplated assignment of this
Lease or subleasing of any part of the Premises, as shall be
the case, will not breach any provision in any other lease,
mortgage, financing agreement or other agreement by
which Landlord is bound.
18.1.1.4. Landlord shall have no right under Article 9 to refuse
consent to the proposed assignment or sublease by reason
of the identity or nature of the proposed assignee or
sublessee or the proposed use of the Premises concerned.
19. QUIET ENJOYMENT.
Landlord represents and warrants that it has full right and authority to enter into this
Lease and that Tenant, while paying the rental and performing its other covenants and
agreements contained in this Lease, shall peaceably and quietly have, hold and enjoy the
Premises for the Term without hindrance or molestation from Landlord subject to the
terms and provisions of this Lease. Landlord shall not be liable for any interference or
disturbance by other tenants or third persons, nor shall Tenant be released from any of the
obligations of this Lease because of such interference or disturbance.
20. DAMAGE BY FIRE, ETC.
20.1. In the event that the Premises is damaged by fire or other cause Landlord shall
have the option of either terminating the Lease immediately and be under no
obligation to rebuild the Premises or continue the Lease and rebuild the Premises.
Within forty-five (45) days from the date of such damage, Landlord shall notify
Tenant, in writing, of Landlord's decision to rebuild the Premises or terminate the
Lease. If Landlord decides to rebuild the Premises, Landlord shall within forty-
five (45) days, notify Tenant of Landlord's reasonable estimation of the length of
time within which material restoration can be made, and Landlord's determination
shall be binding on Tenant. For purposes of this Lease, the Premises shall be
18
deemed"materially restored" if they are in such condition as would not prevent or
materially interfere with Tenant's use of the Premises for the purpose for which it
was being used immediately before such damage.
20.2. If the Premises can be materially restored within ninety days (90), in Landlord's
reasonable estimation, this Lease shall remain in full force and effect, except that
Tenant shall be entitled to a proportionate abatement in rent, including any taxes
or any other Additional Rent under this Lease, from the date of such damage.
Such abatement of rent shall be made pro rata in accordance with the extent to
which the damage and the making of such repairs shall interfere with the use and
occupancy by Tenant of the Premises from time to time.
20.3. If the Premises cannot be repaired within ninety (90) days, in Landlord's
reasonable estimation, Tenant shall have the option of giving the Landlord, at any
time within sixty (60) days after such damage, notice terminating this Lease as of
the date of such damage. In the event of the giving of such notice, this Lease
shall expire and all interest of the Tenant in the Premises shall terminate as of the
date of such damage as if such date had been originally fixed in this Lease for the
expiration of the Term.
20.4. In the event that neither Landlord nor Tenant exercises its option to terminate this
Lease, then Landlord shall repair or restore such damage, this Lease continuing in
full force and effect, and the rent hereunder shall be proportionately abated as
provided in Section 20.2.
20.5. Landlord shall not be required to repair or replace any damage or loss by or from
fire or other cause to any panelings, decorations, partitions, additions, railings,
ceilings, floor coverings, office fixtures or any other property or improvements
installed on the Premises or belonging to Tenant. If any damage by fire or other
cause is the result of the intentional act, or negligence of Tenant, Landlord shall
be under no obligation to repair the Premises and Tenant shall be liable for any
such damages. Any insurance which may be carried by Landlord or Tenant
against loss or damage to the Premises shall be for the sole benefit of the party
carrying such insurance and under its sole control.
20.6. In the event that Landlord should fail to complete such repairs and material
restoration within thirty(30) days after the date estimated by Landlord pursuant to
Section 20.1, Tenant may at its option and as its sole remedy terminate this Lease
by delivering written notice to Landlord, within thirty (30) days after the
expiration of said period of time, whereupon the Lease shall end on the date of
such notice or such later date fixed in such notice as if the date of such notice was
the date originally fixed in this Lease for the expiration of the Term; provided,
however, that if construction is delayed because of changes, deletions or additions
in construction requested by Tenant, strikes, lockouts, casualties, Acts of God,
war, material or labor shortages, government regulation or control or other causes
19
beyond the reasonable control of Landlord, the period for restoration, repair or
rebuilding shall be extended for the amount of time Landlord is so delayed.
20.7. Notwithstanding anything to the contrary contained in this Article: (a) Landlord
shall not have any obligation whatsoever to repair, reconstruct, or restore the
Premises when the damages resulting from any casualty covered by the provisions
of this Article 20 occur during the last twelve (12) months of the Term or any
extension thereof,but if Landlord determines not to repair such damages Landlord
shall notify Tenant and if such damages shall render any material portion of the
Premises untenantable Tenant shall have the right to terminate this Lease by
notice to Landlord within thirty (30) days after receipt of Landlord's ` notice; and
(b) in the event the holder of any indebtedness secured by a mortgage or deed of
trust covering the Premises requires that any insurance proceeds be applied to
such indebtedness, then Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within thirty (30) days after
such requirement is made by any such holder, whereupon this Lease shall end on
the date of such damage as if the date of such damage were the date originally
fixed in this Lease for the expiration of the term.
20.8. In the event of any damage or destruction to the Premises by any peril covered by
the provisions of this Article 20, it shall be Tenant's responsibility to properly
secure the Premises and upon notice from Landlord to remove forthwith, at its
sole cost and expense, such portion of all of the property belonging to Tenant or
its licensees from such portion or all of the Premises as Landlord shall request.
21. EMINENT DOMAIN.
If all or any substantial part of the Premises shall be taken or appropriated by any public or
quasi-public authority under the power of eminent domain, or conveyance in lieu of such
appropriation, either party to this Lease shall have the right, at its option, of giving the
other, at any time within thirty (30) days after such taking, notice terminating this Lease,
except that Tenant may only terminate this Lease by reason of taking or appropriation, if
such taking or appropriation shall be so substantial as to interfere with Tenant's use and
occupancy of the Premises. If neither party to this Lease shall so elect to terminate this
Lease, the rental thereafter to be paid shall be adjusted on a fair and equitable basis under
the circumstances. In addition to the rights of Landlord above, if any substantial part of
the Premises shall be taken or appropriated by any public or quasi-public authority under
the power of eminent domain or conveyance in lieu thereof, and regardless of whether the
Premises or any part thereof are so taken or appropriated, Landlord shall have the right, at
its sole option, to terminate this Lease. Landlord shall be entitled to any and all income,
rent, award, or any interest whatsoever in or upon any such sum, which may be paid or
made in connection with any such public or quasi-public use or purpose, and Tenant
hereby assigns to Landlord any interest it may have in or claim to all or any part of such
sums, other than any separate award which may be made with respect to Tenant's trade
20
fixtures and moving expenses; Tenant shall make no claim for the value of any unexpired
Term.
22. SALE BY LANDLORD.
In event of a sale or conveyance by Landlord of the Premises, the same shall operate to
release Landlord from any future liability upon any of the covenants or conditions,
expressed or implied, contained in this Lease in favor of Tenant, and in such event
Tenant agrees to look solely to the ability of the successor interest of Landlord in and to
this Lease. Except as set forth in this Article 22, this Lease shall not be affected by any
such sale and Tenant agrees to attorn to the purchaser or assignee. If any security has
been given by Tenant to secure the faithful performance of any of the covenants of this
Lease, Landlord may transfer or deliver said security, as such, to Landlord's successor in
interest and thereupon Landlord shall be discharged from any further liability with regard
to said security.
23. ESTOPPEL CERTIFICATES.
Within ten (10) business days following any written request which Landlord may make
from time to time, Tenant shall execute and deliver to Landlord or mortgagee or
prospective mortgagee a sworn statement certifying: (a) the date of commencement of
this Lease; (b) the fact that this Lease is unmodified and in full force and effect (or, if
there have been modifications to this Lease, that this lease is in full force and effect, as
modified, and stating the date and nature of such modifications); (c) the date to which the
rent and other sums payable under this Lease have been paid; (d) the fact that there are no
known, current defaults under this Lease by either Landlord or Tenant except as specified
in Tenant's statement; and (e) such other matters as may be reasonably requested by
Landlord. Landlord and Tenant intend that any statement delivered pursuant to this
Article 23 may be relied upon by any mortgagee, beneficiary or purchaser and Tenant
shall be liable for all loss, cost or expense resulting from the failure of any sale or funding
of any loan caused by any material misstatement contained in such estoppel certificate.
Tenant irrevocably agrees that if Tenant fails to execute and deliver such certificate
within such ten (10) day period Landlord or Landlord's beneficiary or agent may execute
and deliver such certificate on Tenant's behalf, and that such certificate shall be fully
binding on Tenant.
24. SURRENDER OF PREMISES.
24.1. Tenant shall, at least thirty (30) days before the last day of the Term, arrange to
meet Landlord for a joint inspection of the Premises. In the event of Tenant's
failure to arrange such joint inspection to be held prior to vacating the Premises,
Landlord's inspection at or after Tenant's vacating the Premises shall be
conclusively deemed correct for purposes of determining Tenant's responsibility
for repairs and restoration.
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24.2. At the end of the Term or any renewal of the Term or other sooner termination of
this Lease, Tenant will peaceably deliver up to Landlord possession of the
Premises, together with all improvements or additions upon or belonging to the
same, by whom so ever made, in the same conditions received or first installed,
broom clean and free of all debris, excepting only ordinary wear and tear and
damage by fire or other casualty. Tenant may, and at Landlord's request shall, at
Tenant's sole cost, remove upon termination of this Lease, any and all furniture,
furnishings, movable partitions of less than full height from floor to ceiling, trade
fixtures and other property installed by Tenant, title to which shall not be in or
pass automatically to Landlord upon such termination, repairing all damage
caused by such removal. Property not so removed shall, unless requested to be
removed, be deemed abandoned by the Tenant and title to the same shall
thereupon pass to Landlord under this Lease as by a bill of sale. All other
alterations, additions and improvements in, on or to the Premises shall be dealt
with and disposed of as provided in Article 6 hereof.
24.3. All obligations of Tenant under this Lease not fully performed as of the expiration
or earlier termination of the Term shall survive the expiration or earlier
termination of the Term. In the event that Tenant's failure to perform prevents
Landlord from releasing the Premises, Tenant shall continue to pay rent pursuant
to the provisions of Article 13 until such performance is complete. Upon the
expiration or earlier termination of the Term, Tenant shall pay to Landlord the
amount, as estimated by Landlord, necessary to repair and restore the Premises as
provided in this Lease and/or to discharge Tenant's obligation for unpaid amounts
due or to become due to Landlord. All such amounts shall be used and held by
Landlord for payment of such obligations of Tenant, with Tenant being liable for
any additional costs upon demand by Landlord, or with any excess to be returned
to Tenant after all such obligations have been determined and satisfied. Any
otherwise unused Security Deposit shall be credited against the amount payable
by Tenant under this Lease.
25. NOTICES.
Any notice or document required or permitted to be delivered under this Lease shall be
addressed to the intended recipient, shall be transmitted personally, by fully prepaid
registered or certified United States Mail return receipt requested, or by reputable
independent contract delivery service furnishing a written record of attempted or actual
delivery, and shall be deemed to be delivered when tendered for delivery to the addressee
at its address set forth on the Reference Page, or at such other address as it has then last
specified by written notice delivered in accordance with this Article 25.
26. TAXES AND ASSESSMENTS.
Landlord is responsible to pay real estate taxes and special assessments that are levied
and pending against the Premises, any payment in lieu of real estate taxes, and/or
22
personal property taxes that are due on account of the Premises being leased to Tenant
under this Lease. Landlord is not responsible for personal property taxes on tenant's
personal property located on the Premises.
27. DEFINED TERMS AND HEADINGS.
The Article headings shown in this Lease are for convenience of reference and shall in no
way define, increase, limit or describe the scope or intent of any provision of this Lease.
Any indemnification or insurance of Landlord shall apply to and inure to the benefit of
Landlord and any of its elected or appointed officials, employees, officers, directors, and
agents. Any option granted to Landlord shall also include or be exercisable by
Landlord's trustee, beneficiary, agents and employees, as the case may be. In any case
where this Lease is signed by more than one person, the obligations under this Lease shall
be joint and several. The terms "Tenant" and "Landlord" or any pronoun used in place
thereof shall indicate and include the masculine or feminine, the singular or plural
number, individuals, firms or corporations, and each of their respective successors,
executors, administrators and permitted assigns, according to the context hereof Tenant
hereby accepts and agrees to be bound by the figures for the space footage of the
Premises shown on the Reference Page.
28. TENANT'S AUTHORITY.
If Tenant signs as a corporation Tenant represents and warrants that Tenant has been and
is qualified to do business in the state in which the Premises is located, that the
corporation has full right and authority to enter into this Lease, and that all persons
signing on behalf of the corporation were authorized to do so by appropriate corporate
actions. If Tenant signs as a partnership, trust or other legal entity, each of the persons
executing this Lease on behalf of Tenant represents and warrants that Tenant has
complied with all applicable laws, rules and governmental regulations relative to its right
to do business in the state and that such entity on behalf of the Tenant was authorized to
do so by any and all appropriate partnership, trust or other actions. Tenant shall furnish
to Landlord prior to execution of this Lease, a corporate resolution, proof of due
authorization by partners, or other appropriate documentation evidencing the due
authorization of Tenant to enter into this Lease.
29. TIME AND APPLICABLE LAW.
Time is of the essence of this Lease and all of its provisions. This Lease shall in all
respects be Governed by the laws of the State of Minnesota and Tenant acknowledges
that the exclusive venue for any action arising out of or related to this Lease shall be the
Hennepin County District Court for the State of Minnesota.
30. SUCCESSORS AND ASSIGNS.
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Subject to the provisions of Article 10, the terms, covenants and conditions contained in
this Lease shall be binding upon and inure to the benefit of the heirs, successors,
executors, administrators and assigns of the parties to this Lease.
31. ENTIRE AGREEMENT.
This Lease, together with its exhibits, contains all agreements of the parties to this Lease
and supersedes and replaces any previous negotiations and leases. There have been no
representations made by the Landlord or understandings made between the parties other
than those set forth in this Lease and its exhibits. This Lease may not be modified except
by a written instrument duly executed by the parties to this Lease.
32. EXAMINATION NOT OPTION.
Submission of this Lease shall not be deemed to be a reservation of the Premises.
Landlord shall not be bound by this Lease until it has received a copy of this Lease duly
executed by Tenant and has delivered to Tenant a copy of this Lease duly executed by
Landlord, and until such delivery Landlord reserves the right to exhibit and lease the
Premises to other prospective tenants. Notwithstanding anything contained in this Lease
to the contrary, Landlord may withhold delivery of possession of the Premises from
Tenant until such time as Tenant has paid to Landlord the first month's rent required by
Article 2 and any other sum owed pursuant to this Lease.
33. RECORDATION.
Tenant shall not record or register this Lease or a short form memorandum hereof without
the prior written consent of Landlord, and then shall pay all charges and taxes incident
such recording or registration.
34. LIMITATION OF LIABILITY.
Redress for any claim against Landlord under this Lease shall be limited to and
enforceable only against and to the extent of Landlord's interest in the Premises. The
obligations of Landlord under this Lease are not intended to and shall not be personally
binding on, nor shall any resort be had to the private properties of any of the elected or
appointed officials, employees, officers, directors, or agents of Tenant.
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LANDLORD: TENANT:
CITY OF EDEN PRAIRIE PURE GRACE, LLC
By: By:
Nancy Tyra-Lukens, Its Mayor
Its:
By:
Rick Getschow, Its City Manager
Dated: Dated:
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EXHIBIT A
attached to and made a part of Lease bearing the
Lease Reference Date of , 2012
Between, City of Eden Prairie, as Landlord and
Pure Grace, LLC, as Tenant
PREMISES LEGAL DESCRIPTION
That part of the Southeast 1/4 of the Northeast 1/4 of Section 17, Township 116,
Range 22, described as follows: Commencing at the NW corner of said Quarter-
Quarter; thence South along the West line of said quarter-quarter distant 316 feet to
the actual point of the beginning; thence East parallel with the North line of said
quarter-quarter distant 357.0 feet; thence South parallel with the West line of said
quarter-quarter distant 242 feet; thence West parallel with the North line of said
quarter-quarter distant 357.0 feet; thence North along the West line of said quarter-
quarter distant 242.0 feet to the point of the beginning, according the Government
Survey, except road.
26
EXHIBIT B
attached to and made a part of Lease bearing the
Lease Reference Date of , 2012
Between, City of Eden Prairie, as Landlord and
Pure Grace, LLC, as Tenant
RULES AND REGULATIONS
1. Tenant shall not (i) conduct or permit any fire, bankruptcy or auction sale
(whether real or fictitious) unless directed by order of a court of competent jurisdiction, or
conduct or permit any legitimate or fictitious "Going Out of Business" sale nor represent or
advertise that it regularly or customarily sells merchandise at "manufacturer's, " "distributor's, "
or "wholesale, " "warehouse, " or similar prices or other than at "off price" or at "retail" prices;
(ii) use, or permit to be used, the malls or sidewalks adjacent to such Premises, or any other area
outside the Premises for solicitation or for the sale or display of any merchandise or for any other
business, occupation or undertaking, or for outdoor public meetings, circus or other
entertainment (except for promotional activities in cooperation with the management of the
Premises or an association of merchants within the Premises); (iii) use or permit to be used any
flickering lights or any sound broadcasting or amplifying device which can be heard outside of
the Premises; (iv) operate or cause to be operated any "elephant trains" or similar transportation
devices; or (v) use or permit to be used any portion of the Premises for any unlawful purpose or
use or permit the use of any portion of the Premises as regular living quarters, sleeping
apartments or lodging rooms or for the conduct of any manufacturing business.
2. Tenant shall at all times keep the Premises at a temperature sufficiently high to
prevent freezing of water pipes and fixtures. Tenant shall not, nor shall Tenant at any time
permit, any occupant of the Premises to: (1) use, operate or maintain the Premises in such
manner that any rates for any insurance carried by Landlord, or the occupant of any premises
within the Premises, shall thereby be increased; or (ii) commit waste, perform any acts or carry
on any practices which may injure the Premises or be a nuisance or menace to other tenants in
the Premises.
3. Tenant shall not obstruct any sidewalks, passages, exits, entrances, truck ways,
loading docks, package pick-up stations, pedestrian sidewalk and ramps, first aid and comfort
stations, or stairways of the Premises. No Tenant and no employee or invitee of any Tenant shall
go upon the roof of the Premises.
4. If Tenant requires telegraphic, telephonic, burglar alarm or similar services, it
shall first obtain, and comply with Landlord's instructions in their installation. Landlord shall
furnish any such instructions within five (5)business days after request from Tenant.
5. Tenant shall not place a load upon any floor which exceeds the designed load per
square foot or the load permitted by law. Landlord shall have the right to prescribe the weight,
size and position of all equipment, materials, furniture or other property brought into the
27
Premises. Heavy objects shall stand on such platforms as determined by Landlord to be
necessary to properly distribute the weight. Business machines and mechanical equipment
belonging to Tenant which cause noise or vibration that may be transmitted to the structure of
Tenant's store or to any other space to such a degree as to be objectionable to Landlord or to any
tenants shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators
or other similar devices. The persons employed to move equipment in or out of Tenant's store
must be acceptable to Landlord. Landlord will not be responsible for loss of, or damage to, any
equipment or other property from any cause, and all damage done to the Premises by maintaining
or moving such equipment or other property shall be repaired at the expense of Tenant.
6. The toilet rooms, toilets,urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed, no foreign substance of any
kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage
resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or
invitees, shall have caused it.
7. Tenant shall not install any radio or television antenna, loudspeaker or other
device on the roof or exterior walls of Tenant's store except the satellite dish currently being
used by Tenant without the prior written consent of Landlord, which shall not be unreasonably
withheld. Tenant shall not interfere with radio or television broadcasting or reception from or in
the Premises or elsewhere.
8. Tenant shall not install, maintain or operate upon the Premises or in any Common
Areas under the exclusive control of Tenant any vending machine or video game without
Landlord's prior written consent.
9. Tenant shall store all of its trash and garbage in containers within the Premises.
Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in
the ordinary and customary manner of trash and garbage disposal. All garbage and refuse
disposal shall be made in accordance with directions issued from time to time by Landlord.
10. Tenant shall not use in any space any hand trucks except those equipped with the
rubber tires and side guards or such other material handling equipment as Landlord may approve.
Tenant shall not bring any other vehicles of any kind into Tenant's store.
11. Tenant shall not, nor shall Tenant at any time permit any person to,place, erect,
or otherwise display any noncommercial sign or similar printed or electronic material on the
grounds of the Premises.
12. Landlord may reasonably proscribe the placement, erection, or other display of
noncommercial printed or electronic material inside the Premises or on the exterior of any
structure on the Premises. Tenant shall at all times comply with such reasonable proscriptions
and shall not at any time permit any person to act contrary to such proscriptions.
28
13. Landlord may waive any one or more of these Rules and Regulations, but no such
waiver by Landlord shall prevent Landlord from thereafter enforcing any such Rules and
Regulations of the Premises.
14. These Rules and Regulations are in addition to, and shall not be construed to in
any way modify or amend, in whole or in part, the terms, covenants, agreements and conditions
of any lease of premises in the Premises.
15. Tenant shall be responsible for the observance of all of the foregoing rules by
Tenant's employees, agents, clients, customers, invitees and guests.
29
EXHIBIT C
attached to and made a part of Lease bearing the
Lease Reference Date of , 2012
Between, City of Eden Prairie, as Landlord and
Pure Grace, LLC, as Tenant
MUNICIPAL CONTRACT PROVISIONS
1. Definitions. The following definitions apply to this Appendix.
1.1 "City" means the City of Eden Prairie.
1.2 "Contracting Party"means Pure Grace, LLC.
1.3 "Contract" means Lease bearing the reference date of , 2011
(City of Eden Prairie as Landlord and Pure Grace, LLC as Tenant).
2. Data Practices Act. The Contracting Party 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 Contracting Party.
3. Audits. The books, records, documents, and accounting procedures and practices of the
Contracting Party or other parties relevant to this agreement are subject to examination
by the City and either Legislative Auditor or the State Auditor for a period of six years
after the effective date of this Contract.
4. Worker's Compensation. Contracting Party represents and warrants that it has and will
maintain during the performance of this agreement worker's compensation insurance
coverage required pursuant to Minn. Stat. § 176.181, subd. 2 and that the certificate of
insurance or the written order of the Commissioner of Commerce permitting self
insurance of worker's compensation insurance coverage provided to the City prior to
execution of this agreement is current and in force and effect.
5. Discrimination. In performance of this contract, the Contracting Party shall not
discriminate on the grounds of or because of race, color, creed, religion, national origin,
sex, marital status, status with regards to public assistance, disability, sexual orientation,
or age against any employee of the Contracting Party, any subcontractor of the
Contracting Party, or any applicant for employment. The Contracting Party shall include
a similar provision in all contracts with subcontractors to this contract. The Contracting
Party further agrees to comply with all aspects of the Minnesota Human Rights Act,
Minn. Stat. § 363.01, et seq., Title VI of the Civil Rights Act of 1964, and the Americans
with Disabilities Act of 1990.
30
6. Conflicts. No salaried officer or employee of the City and no member of the Board of
the City shall have a financial interest, direct or indirect, in this contract. The violation of
this provision renders the Contract void. Any federal regulations and applicable state
statutes shall not be violated.
7. Limitation of Remedies In the event of a breach of the Contract by City, the Contracting
Party shall not be entitled to recover punitive, special or consequential damages or
damages for loss of business.
31
EXHIBIT D
EXHIBIT D
Proposed Relocation of Outside Use Area
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32
CITY COUNCIL AGENDA DATE:
SECTION: Community Development Director Report November 15, 2011
DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.B.2.
Community Development: Encore Revised Lease—8022 Den Road
Janet Jeremiah/David Lindahl (Liquor Store#3 Building)
Requested Council Action:
Move to: Approve a new lease between the City of Eden Prairie and Jeneka, LLC for a consignment
retail store called Encore at a City owned commercial property located at 8022 Den Road.
Synopsis:
A new lease between the City and Jeneka, LLC was approved by the City Council October 4, 2011
for an Encore consignment store in 2,530 square feet of space. Over the past few weeks the tenant
has been considering various layout plans for the space and decided it would prefer to lease the
remaining 1,132 square feet of space in the building for a total of 3,662 square feet at the same rents
and terms as the existing lease with one exception: that they pay 40% less rent for the additional
space ($13.80 vs. 23/sf)while they continue to pay rent at their existing store at another center for a
period of 18 months. After 18 months their rent on the additional space will increase to $23 per
square foot per the rent schedule approved in October. The basic terms of the new lease are as
follows:
Rent: First Term
Square Rent Per Monthly Annual
Year Months Space Footage Sq. Foot Rent/Sq. Ft. Rent
1 12 Existing 2,530 $23.00 $4,849 $58,182
1* 12 Additional 1,132 $13.80 $1,302 $15,627
Year One $73,809
2 12 Existing 2,530 $23.00 $4,849 $58,182
2* 6 Additional 1,132 $13.80 $1,302 7,813
2* 6 Additional 1,132 $23.00 $2,170 $13,022
Year Two $79,018
3-5 36 Total 3,662 $25.00 $7,629 $91,551
Years Three-Five $274,652
6-7 24 Total 3,662 $27.00 $8,240 $ 98,875
Years Six—Seven $197,750
Total Rent First Term (Years 1-7) $625,229
Rent: Option Term
Lease Monthly Annual
Year Months Space Sq. Ft Rent/SF Rent Rent
7-10 36 Total 3,662 $29.00 $8,850 $106,199
Total Years 7-10 $318,597
Total Rent First& Option Term $943,825
*For all of Year 1 and the first six months of Year 2,the rent per square foot for 1,132 square feet of the Total Leasable
Area of 3,662 shall be$13.80;for the second six months of Year 2,the rent per square foot for 1,332 square feet of the
Total Leasable Area of 3,662 square feet shall be$23.00.
Lease Term: 7 years (w/option to renew)
Tenant Improvements: Tenant pays
Tenant Allowance: Landlord provides $21/sf or$74,734
Broker Commissions: $4/square foot on the additional space or$4,528
Landlord Work: Construct demising walls, remove carpet, and provide electrical service.
Common Area Maintenance: Tenant pays
Property Taxes/Insurance: Tenant Pays
Background:
The City built a liquor store at 8018 Den Road in 1998. Since the site allowed for a larger building
then was needed for the liquor operation, additional space was added to the building and leased to
Hollywood Video from 1998 to 2010. Approximately $1.3 million in rent was paid to the City by
Hollywood Video over the term of their lease, which helped the City pay for the building and land
(paid-off in 2008). The space became available after Hollywood Video went out of business in early
2010. The new store will be located next to Complete Nutrition as shown in the graphic below on
page 2. The City retained Dick Ward of Equity Property Group to help find tenants for the space.
Attachments:
Lease
New layout plan:
•
ifs. 1 Fl
.n,I • —r
L__
•
LICIUOr Store Space
7.
—-—- ----- `
•NLAI
Complete Nutrition Space I ---
k Primary Space= 1,40D ��
• _ - ---- Common Area = 165
Li
'Total Lea=-able= 1.565
++ 1+'-+r .y.. '
r I '
I 5022
- ----- ------ ---------- Encore Space DEN Rl)
�— - primary space = �,��� ----- •---------- ------ ---- EDEN
} PRAIRIE
Common Area = 386 . MN
Total Leasable = 3,662 2 -.
$ I ..
ii
I.
ri
Entore Leasable.Space Calculations_ i --
Primary Percent tenant's Total A
Space of Common Share of Leasable • •
Mr FI,i Total Area Common Axes dl .4
Encore 3,276 70.06% 551 386 3,662
Complete NutrItion 1,400 29.94% 551 165 1,565
iotalSpace 4r676 100.00% 551 551
LEASE AGREEMENT
SHOPPING CENTER: EDEN PRAIRIE LIQUOR STORE
LOCATION: 8022 DEN ROAD,EDEN PRAIRIE,MINNESOTA 55344
LANDLORD: CITY OF EDEN PRAIRIE
TENANT: JENEKA,LLC
dba: Encore Consignment Boutique
14789 Blakeney Rd
Eden Prairie,MN 55347
612-868-4661
Kay Marie Nordbye/Sole Member Owner
14789 Blakeney Rd
Eden Prairie,MN 55347
LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease") is made as of this 15th day of November, 2011, by and
between City of Eden Prairie, MN ("Landlord"), with its principal office at 8080 Mitchell Road Eden Prairie, MN
55344 and Jeneka LLC, ("Tenant"), d/b/a Encore Consignment Boutique, with its principal office at 14789
Blakeney Rd
Eden Prairie,MN 55347.
ARTICLE I. GRANT AND TERM
Section 1.01 -Premises:
Landlord hereby leases to Tenant for the term and upon the covenants hereinafter set forth, approximately
3,662 square feet of floor area(the"Premises")in the shopping center commonly known as the Eden Prairie Liquor
Store Shopping Center in Eden Prairie (the"Shopping Center"or the "Project"). The Premises are located at 8020
Den Road and are cross-hatched on the site plan[of the Shopping Center] attached hereto and made a part hereof as
Exhibit "A". The exact square footage in the Premises shall be determined by Tenant's and Landlord's architect.
Such square footage shall be measured from the mid-line of interior walls and the exterior part of exterior walls,and
shall include the totality of the area within such boundaries, including any mezzanines. In the event the square
footage, as determined by Tenant's and Landlord's architect, differs from the square footage set forth above, the
Minimum Rent to be paid by Tenant as set forth in Article II [and the respective Break Point] shall be adjusted after
the exact square footage is determined.
Section 1.02-Site Plan:
Exhibit"A"sets forth the general layout of the Shopping Center. Landlord has the reasonable right to alter
(a) any of the stores within the Shopping Center excluding the Premises, (b)the Common Areas(herein defined) or
(c)any other aspect of the Shopping Center with notice to Tenant;provided,however,no change shall decrease the
parking ratio to less than required for zoning or materially or visibly alter access to or visibility of Premises or
Tenant's signage. This Lease is subject to all applicable building restrictions, planning and zoning ordinances,
governmental rules and regulations, and all other encumbrances, restrictions and easements affecting the Shopping
Center and the terms and provisions of certain declarations, reciprocal easement and operating agreements now or
hereafter affecting the Shopping Center.
Section 1.03-Term:
The term of this Lease shall be for a period of Seven(7)Lease Years commencing on: (i)the expiration of
a ninety (90) day period (the "Fixturing Period") after the "Delivery Date" (herein defined), provided that Tenant
has obtained all necessary permits,which Tenant covenants and agrees to diligently pursue,or(ii)the date on which
Tenant shall open for business at all or any part of the Premises,whichever occurs first(the"Term Commencement
Date"), and expiring at midnight on the last day of the month in which the [lease term] anniversary of the Term
Commencement Date occurs, unless sooner terminated in accordance with the provisions hereof(the "Expiration
Date"). The term"Lease Year" as used in this Lease shall be defined to mean each successive twelve (12) month
period commencing on the Term Commencement Date. If the term commences on a day other than the first day of
the month,then the first Lease Year shall be extended for such a fractional month. All subsequent Lease Years shall
continue for twelve (12) calendar months thereafter, except that the last Lease Year shall terminate on the date this
Lease is terminated. Within thirty (30) days after request by Landlord, Landlord and Tenant shall enter into a
supplemental agreement prepared by Landlord which affirms the Delivery Date, Term Commencement Date, and
the Expiration Date.
Section 1.04—Option to Renew:
Tenant shall have an option to renew this Lease for an additional three(3)years provided Tenant shall give
Landlord at least six (6)months written notice prior to the expiration of the original term. The Minimum Rent for
the option period shall be $29.00 per square foot per year which totals $106,199 as Minimum Annual Rent and
$8,850 as Minimum Monthly Rent.
B-1
Section 1.05-Right of First Refusal:
Throughout the term of this Lease, on each occasion upon which any portion of the Shopping Center of
which the Premises are a part(hereinafter called the"Space")shall become available for lease,Tenant shall have the
first option to lease the Space upon the same terms and condition,including but not limited to Minimum Rent,as are
contained in this Lease including the term of this Lease and all extensions. Lessor hereby agrees that it shall not
offer the Space for lease nor engage with any prospective tenants in negotiations for the leasing of the Space without
first offering the Space to Lessee for lease consideration. The option period shall be thirty (30) days ("Option
Period") and shall commence upon the receipt of written notice to Tenant from Landlord advising Tenant of the
availability of the Space.
Tenant may exercise this option by giving written notice to Landlord during the Option Period of its
acceptance or its non-acceptance of the Space. In the event Tenant exercises the option, Tenant and Landlord shall
execute an amendment to this Lease reflecting the expansion of the Premises by the addition of the Space and the
starting date for the Tenant's right to occupy the Space.
ARTICLE II. RENT
Section 2.01-Minimum Rent:
Commencing on the Term Commencement Date and continuing during the entire term of this Lease,
Tenant shall pay annual"Minimum Rent"for the Premises payable to Landlord,without demand,deduction, set-off
or counterclaim, in equal installments (the "Monthly Minimum Rent") in advance, on or before the first(1st) day of
each month,as follows:
Rent Per Monthly Annual
Year Months Feet Sq.Ft. Rent Rent
1 12 2,530 $23.00 $4,849 $58,182
1* 12 1,132 $13.80 $1,302 $15,627
Year One Total $6,151 $73,809
2 12 2,530 $23.00 $4,849 $58,182
2* 6 1,132 $13.80 $1,302 $7,813
2* 6 1,132 $23.00 $2,170 $13,022
Year Two Total $79,018
3-5 36 3,662 $25.00 $7,629 $91,551
Years Three-Five Total $274,652
6-7 24 3,662 $27.00 $8,240 $98,875
Years Six-Seven Total $197,750
Complete Term Total $625,229
Option Term
Lease Annual
Year Months Sq.Ft Rent/SF Monthly Rent
8-10 36 3,662 $29.00 $8,850 $106,199
Total Years Eight- Ten $318,597
Total First&Option Term $943,825
B-2
*For all of Year 1 and the first six months of Year 2,the rent per square foot for 1,132 square feet of the
Total Leasable Area of 3,662 shall be$13.80;for the second six months of Year 2,the rent per square foot for
1,332 square feet of the Total Leasable Area of 3,662 square feet shall be$23.00.
The first installment of Minimum Rent shall be paid upon the Term Commencement Date. If the Term
Commencement Date occurs on other than the first(1st)day of a month,Minimum Rent shall be prorated on a daily
basis on the basis of a thirty(30)day month.
Section 2.02-Payments by Tenant:
Unless otherwise stated, all sums of money or charges payable to Landlord from Tenant by this Lease,
other than Minimum Rent and Percentage Rent,are defined as"Additional Rent"and are due on the first day of each
month with the payment of Minimum Rent, without any deductions, set-offs or counterclaims, and failure to pay
such charges carries the same consequences as Tenant's failure to pay Minimum Rent or Percentage Rent. All
payments and charges required to be made by Tenant to Landlord hereunder shall be payable in coin or currency of
the United States of America, at the address indicated herein. No payment to or receipt by Landlord of a lesser
amount than that amount required to be paid hereunder shall be deemed to be other than on account of the earliest
amount of such obligation then due hereunder. No endorsement or statement on any check or other communication
accompanying a check for payment of any amounts payable hereunder shall be deemed an accord and satisfaction,
and Landlord may accept such check in payment without prejudice to Landlord's right to recover the balance of any
sums owed by Tenant hereunder. In the event Landlord bills Tenant for any charge hereunder and within ninety
(90) days of receipt of the same Tenant does not provide Landlord with notice that it disputes such charge, then
Tenant waives any further right to dispute such charge.
Section 2.03-Security Deposit:
Lessee shall submit to Lessor upon the execution of this agreement a financial security deposit in the
amount of Six Thousand One Hundred Fifty One dollars($6,151.00). Said financial security deposit may be drawn
upon by Lessor to cover any and all costs associated with Lessee's failure to comply with conditions and/or
requirements as set forth in this agreement. Within thirty (30) days of any lease termination, Lessor shall remit
financial security deposit to Lessee less any withdrawals as deemed appropriate by Lessor.
Section 2.04-Late Charge:
In the event any sums required hereunder to be paid are not received by Landlord on or before the date the
same are due, then, Tenant shall immediately pay, as Additional Rent, a service charge equal to Fifty and no/100
Dollars ($50.00). In addition, interest shall accrue on all past due sums from the due date thereof at an annual rate
equal to one percent (1%) per month. Such interest shall also be deemed Additional Rent. Notwithstanding this
service and interest charge,Tenant shall be in Default if all payments required to be made by Tenant are not made at
or before the times herein stipulated.
ARTICLE III. PREPARATION OF PREMISES
Section 3.01—Landlord's Work:
Landlord, at its expense, shall construct the Premises in accordance with the work described in Exhibit"B"
("Landlord's Work").
Section 3.02-Delivery Date:
(a) Landlord shall give Tenant written notice of the date on which Landlord's Work will be substantially
completed and the Premises will be available to Tenant for the performance of Tenant's Work. Tenant agrees to take
physical possession of the Premises and begin its work under Section 3.03 on the date Landlord tenders possession
of the Premises to Tenant. The date on which the Premises have been delivered to Tenant shall be the "Delivery
Date", and from and after the Delivery Date Tenant agrees to diligently perform Tenant's Work to completion. If
the Premises are not delivered to Tenant within 30 days from the date of this Lease,Landlord and Tenant shall have
the option, to terminate this Lease upon prior written notice to the other party and, in such event, this Lease shall
thereafter be null and void and of no further force or effect,and any money or security deposited hereunder shall be
B-3
returned to Tenant and thereafter neither party shall have any further liability to the other, either for damages or
otherwise,by reason of such termination as though this Lease had not been executed in the first instance. Under no
circumstances shall Landlord be liable to Tenant in damages for any delay in commencing or completing the
Premises,or for a total failure to complete same or for a failure to deliver same.
(b) Tenant hereby expressly agrees that the entry or occupancy of the Premises by Tenant or Tenant's
agents or contractors prior to the date herein fixed for the Term Commencement Date shall be governed by and shall
be subject to all of the terms and provisions of this Lease, and Tenant shall observe and perform all its obligations
under this Lease, but excepting its obligations to pay for temporary utilities, Minimum Rent, Common Area
Expenses, Taxes, Insurance, from the date upon which the Premises are made available to Tenant for its work (or
from the date when Tenant commences to perform Tenant's Work,if earlier)until the Term Commencement Date.
Section 3.03-Tenant's Work:
(a) Other than work to be completed by Landlord pursuant to Section 3.01, all work is to be performed by
Tenant,at its sole expense,("Tenant's Work")in accordance with Exhibit"C",which work shall include any and all
fixturing work necessary and desirable for the operation of Tenant's business. All entry into the Premises and work
done by Tenant shall be at Tenant's risk. Tenant shall prepare and submit to Landlord store design and working
drawings of Tenant's Work. In the event Tenant's plans and specifications, in Landlord's reasonable judgment, are
inconsistent with the terms of this Lease and/or would subject Landlord to additional costs or expenses in the
performance of Landlord's Work, and/or would provide for or require any installation or work which is or might be
unlawful or create an unsound or dangerous condition or adversely affect the structural soundness of the Premises or
the building of which the same forms a part, and/or would interfere with the use and enjoyment of any adjoining
space in the building in which the Premises are located, then, in the event Landlord determines that Landlord and
Tenant are unable to agree upon store design drawings and/or working drawings,Tenant shall have the option,upon
ten (10) days' written notice to Landlord to declare this Lease null and void and of no further force and effect, in
which event this Lease shall terminate. All work performed by Tenant shall be subject to Landlord's prior written
approval (which shall not be unreasonably withheld or delayed) and shall be in accordance with good construction
practices, all applicable laws, codes, ordinances,regulations, and insurance requirements and Landlord's reasonable
rules and regulations. No material deviations from the final plans and specifications, once approved by Landlord,
shall be permitted without Landlord's additional approval. Tenant shall obtain, at Tenant's sole expense, all
certificates and approvals which may be necessary so that a certificate of occupancy for the Premises may be issued.
Upon the issuance of the certificate of occupancy, a copy thereof shall be immediately delivered to Landlord.
Except for Landlord's Work, Tenant shall ready the Premises for the opening of Tenant's business by the Term
Commencement Date.
(b) Tenant Allowance. Landlord shall furnish to Tenant a"Tenant Allowance" in the amount of$74,734
($21.50*3,662 square feet) within thirty (30) days after the date Tenant opens for business with the public at the
Premises and Landlord has received all of the following in a form reasonably acceptable to Landlord: (1) a request
for payment of the Tenant Allowance from Tenant;(2)full and final lien releases from the general contractor and all
subcontractors; (3)a sworn construction statement from the general contractor referencing the total costs incurred in
designing, engineering and constructing Tenant's Work; (4) a certificate of occupancy or other similar
documentation from the City of Eden Prairie; (5) a written statement from Tenant's architect or contractor that
Tenant's Work is substantially completed in accordance with Tenant's Plans; (6)evidence that Tenant has corrected
all punch list items to the satisfaction of Landlord;and(7)evidence that any costs incurred in designing,engineering
and constructing Tenant's Work in excess of the Tenant Allowance have been paid by Tenant.Notwithstanding the
above, Landlord shall not be obligated to pay the Tenant Allowance as long as Tenant has failed to perform or
comply with any term or condition of this Lease. Landlord shall be permitted to offset against the Tenant Allowance
any amounts past due to Landlord by Tenant under this Lease.
(c) Reimbursement of Tenant Allowance on Default by Tenant. In the event that Tenant is in default
under this Lease and Tenant fails to cure such default for period of thirty (30) days and this Lease is terminated,
Tenant shall immediately reimburse to Landlord the amount of the unamortized balance of the Tenant Allowance
calculated on a straight-line basis over the Lease Term. The amount of the unamortized balance of the Tenant
Allowance reimbursed to Landlord shall be calculated in accordance with the formula R=TA x(RM/84)where"R"
is the amount to be reimbursed to Landlord by Tenant, where "TA" is the total amount of the Tenant Allowance,
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where "RM" is the number of months remaining from the date of default through the Expiration Date of the initial
Lease Term rounded up to the larger number of months. "84" is the total number of months in the initial lease term.
For purposes of this provision only, the date of default shall be deemed to be a date that is thirty (30) days after
Landlord gives notice of default to Tenant. Landlord shall have the right to reimbursement under this Section in
addition to all other remedies available under this Lease or at law or in equity.
Section 3.04-Alterations by Tenant:
(a) During the term of this Lease, Tenant may not make any exterior or structural alterations to the
Premises without the prior written consent of Landlord which consent shall not be unreasonably withheld or
delayed. In addition, Tenant shall not make any interior alterations, except for alterations to the decor of the
Premises provided such alterations affect color or merchandising aspects of the interior only, without giving prior
written notice to Landlord and Landlord giving Tenant its written consent therefore. Any such alterations shall be
performed in a good and workmanlike manner and in accordance with applicable legal and insurance requirements
and the terms and provisions of this Lease.
(b)In the event that any mechanic's lien is filed against the Premises or Shopping Center as a result of any
work or act of Tenant,Tenant,at its expense, shall discharge or provide security acceptable to Landlord within sixty
(60) days from the filing thereof. If Tenant fails to discharge or provide such security regarding said mechanic's
lien, Landlord may bond or pay without inquiring into the validity or merits of such lien and all sums so advanced
shall be paid to Landlord as Additional Rent.
(c)Prior to the commencement of any work by Tenant,Tenant shall obtain commercial general liability and
workers' compensation insurance to cover every contractor to be employed by Tenant, and shall deliver duplicate
originals of all certificates of such insurance to Landlord for written approval.
(d)If,in an emergency,it shall become necessary to make repairs required to be made by Tenant,Landlord
may reenter the Premises and proceed to have such repairs made and pay the costs thereof. Tenant shall pay
Landlord the costs of such repairs as Additional Rent.
ARTICLE IV. CONDUCT OF BUSINESS
Section 4.01-Use and Trade Name:
(a) Tenant shall use and occupy the Premises for the following purpose only, and for no other purpose
whatsoever, the consignment retail sale of new and used women's clothing,shoes and accessories.
(b) If any governmental license or permit shall be required for the proper and lawful conduct of Tenant's
business or other activity carried on in the Premises, or if a failure to procure such a license or permit might or
would in any way adversely affect Landlord or the Shopping Center, then Tenant, at Tenant's expense, shall duly
procure and thereafter maintain such a license or permit and submit the same for inspection by Landlord. Tenant,at
Tenant's expense,shall,at all times,comply with the requirements of each such license or permit.
(c) Tenant shall operate its business from the Premises under the following trade name: Encore
Consignment Boutique.
(d) During the term of this Lease, as renewed,the Landlord agrees that it will not lease any portion of the
Shopping Center to any tenant that sells any clothing items, shoes and/or accessories without written permission
from the Tenant and any lease signed by any other tenant shall specifically acknowledge the exclusivity of the
Tenant to sell clothing items.
Section 4.02-Utilities natural gas, electricity,sewer, water, garbage-CAM
In the event utilities to the Premises are separately metered, Tenant shall pay directly to the public utility
companies the cost of any and all such utility services. In the event that Landlord supplies or pays for any such
utilities, then as Additional Rent, Tenant shall reimburse Landlord for the same. In the event, for any reason
whatsoever, any particular utility is not separately metered, then, and in that event, Tenant shall be responsible for
its share based upon the formula that Landlord, in its reasonable discretion with consultation with Tenant, deems
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appropriate. Landlord shall not be liable to Tenant for damages or otherwise (i) if any utilities shall become
unavailable from any public utility company,public authority or any other person or entity supplying or distributing
such utility, or (ii) for any interruption in any utility service (including, but without limitation, any heating,
ventilation or air conditioning) caused by the making of any necessary repairs or improvements or by any cause
beyond Landlord's reasonable control unless Landlord's negligence, interference or intentional act causes the
unavailability or interruption.
Section 4.03-Sign:
(a) Premises Building Signs. Tenant shall install and maintain one (1) sign affixed to the front of the
Premises in a location, size and style reasonably approved by Landlord and may install such other signs in a
location, size and style reasonably approved by Landlord as are permitted by the City of Eden Prairie City Code.
Notwithstanding Landlord's approval and/or the terms of this Lease, Tenant's sign shall conform to all applicable
legal, zoning, and insurance requirements and limitations. Tenant shall pay for all costs in connection with such
sign and shall be responsible for the cost of proper installation and removal thereof and any damage caused to the
Shopping Center and/or Premises thereby. In the event Landlord deems it necessary to remove such sign (for
example, to perform repairs to the Premises, Common Areas or other parts of the Shopping Center), then Landlord
shall have the right to do so,provided,however,Landlord shall replace said sign as soon as practicable at Landlord's
sole cost. Any interior signs must be tasteful and shall be prepared in a professional manner(not hand-lettered).
(b) Pylon Sign. Tenant may install one sign panel within the pre-finished black cabinet attached to the
Eden Prairie Liquor store pylon sign. The cabinet and Tenant's sign on the panel shall be in a location,size and style
reasonably approved by Landlord. Tenant must pay pylon sign cost of $1,243, plus cost of sign panel and
installation which tenant will coordinate with sign company of its choosing.
Section 4.04—Tenant's Warranties:
Tenant warrants,represents, covenants and agrees to and with Landlord,that throughout the term hereof it
shall: (i)keep the Premises and any platform or loading dock used by Tenant in a neat and clean condition, (ii)pay,
before delinquent,any and all taxes,assessments and public charges imposed upon Tenant's business or fixtures,and
pay when due all fees of similar nature, (iii) observe all rules and regulations established by Landlord for tenants in
the Shopping Center,(iv)not use any advertising medium or sound devices inside the Premises which may be heard
outside the Premises, or permit any objectionable odors to emanate from the Premises, (v) operates its business in
compliance with all laws, rules and regulations, (vi) not use or permit the use of any part of the Premises for the
sale,rental, display or operation of amusement, electronic,video machines, games, cassettes or devices without the
prior written consent of Landlord or allow the sale or offering of any lottery or raffle tickets except for occasional
fundraisers for charitable organizations, subject to compliance with statutes and rules of the State of Minnesota
governing gambling,or permit any form of games of chance or gambling,in any form,without such similar consent,
(vii) not commit or suffer to be committed any waste upon the Premises, not place a load upon any floor of the
Premises which exceeds the floor load per square foot area which such floor was designated to carry, and not
commit or suffer to be committed any nuisance or other act or thing which may disturb the quiet enjoyment of any
other occupant or tenant of the Shopping Center.
Section 4.05-Hazardous Materials:
Tenant agrees that except for de minimus amounts used in the ordinary course of Tenant's business
operation and at all time in compliance with applicable laws, it will not use,permit,hold,release or dispose of any
Hazardous Material(defined hereinafter)on,under or at the Premises or the Shopping Center and that it will not use
or permit the use of the Premises or any other portion of the Shopping Center as a treatment, storage or disposal
(whether permanent or temporary) site for any Hazardous Material. Tenant further agrees that it will not cause or
allow any asbestos to be incorporated into any improvements or alterations which it makes or causes to be made to
the Premises. Tenant hereby holds Landlord harmless from and indemnifies Landlord against any and all losses,
liabilities, damages, injuries, costs, expenses, fines, penalties, and claims of any and every kind whatsoever
(including,without limitation, court costs and attorneys' fees)which at any time or from time to time may be paid,
incurred or suffered by,or asserted against Landlord for,with respect to, or as a direct or indirect result of a breach
by Tenant of the foregoing covenants. For purposes of this Lease, "Hazardous Material" means and includes any
hazardous substance or any pollutant or contaminant defined as such in (or for purposes of) the Comprehensive
Environmental Response,Compensation,and Liability Act,any so-called"Superfund"or"Superlien"law,the Toxic
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Substances Control Act, or any other Federal, state or local statute, law, ordinance, code, rule, regulation, order or
decree regulating, relating to or imposing liability or standards of conduct concerning, any hazardous, toxic or
dangerous waste, substance or material, as now or at any time hereafter in effect, or any other hazardous, toxic or
dangerous,waste, substance or material.
ARTICLE V. COMMON AREA
Section 5.01-Definition:
The term "Common Areas" shall mean the interior and exterior areas and facilities within the Shopping
Center,which are: (i)not leased to a tenant, or(ii)by nature not leasable to a tenant for the purpose of the sale of
merchandise or the rendition of services to the general public. Common Areas shall include but shall not be limited
to all parking areas and facilities,roadways,driveways,entrances and exits,truck service ways and tunnels,utilities,
water filtration and treatment facilities, retention ponds or basins located within or outside the Shopping Center,
retaining and exterior walls, sidewalks, open and enclosed malls, outside courts, landscaped and planted areas,
escalators, stairways, elevators, service corridors, service areas, loading docks, hallways, public restrooms,
community rooms or areas,roofs, equipment, signs and any special services provided by Landlord for the common
or joint use and benefit of all tenants in the Shopping Center,their employees,customers and invitees.
Section 5.02-Use:
During the term of this Lease Tenant is granted,subject to Landlord's rules and regulations promulgated by
Landlord from time to time, the nonexclusive license to permit its customers and invitees to use the sidewalks,
customer parking areas, the entrance and exit ways designated by Landlord for access and egress to and from the
Premises from a public street or highway. Notwithstanding anything contained in this Lease to the contrary,
Landlord shall have the right, at any time and from time to time, without notice to or consent of Tenant, to change
the size, location, elevation and nature of any of the stores in the Shopping Center or of the Common Areas, or any
part thereof, including, without limitation, the right to locate and/or erect thereon kiosks, structures and other
buildings and improvements of any type; provided, however, no such change shall (a) unreasonably restrict or
interfere with the operation of Tenant's business or(b)reduce the number of parking spaces or access drives to cause
the Shopping Center not to comply with all applicable laws,rules and ordinances.
Section 5.03-Common Area Expenses:
Landlord agrees, subject to events beyond its reasonable control,to maintain and keep in good service and
repair the Common Areas. The manner in which such areas and facilities shall be maintained, managed and
operated, and the expenditures therefore, shall be at the sole discretion of Landlord and the use of such areas and
facilities shall be subject to such reasonable rules and regulations as Landlord shall make from time to time.
Starting with the Term Commencement Date and continuing throughout the entire term of this Lease, Tenant shall
pay, as Additional Rent, the Common Areas expenses (the "Common Area Expense"). During the first full or
partial calendar year of the term of this Lease,Tenant's Common Area Expense,not including taxes payable directly
by Tenant pursuant to Section 7.02, is estimated to be $4.45 per square foot of the Premises per year, to be paid in
advance,in equal monthly installments on or before the first day of each month. Tenant shall,for the entire Term of
this Lease, and without any abatement, set-off or deduction therefrom, pay to Landlord as additional rent its Pro
Rata Share, as hereinafter defined, of all costs which Landlord may incur in maintaining and operating the entire
Project. Said costs shall be referred to herein as "Operating Costs" and are hereby defined with respect to any
calendar year to include but not be limited to the following costs incurred by Landlord in such calendar year with
respect to the project: all real estate taxes and installments of special assessments which shall accrue or become a
lien against, or are payable in respect of, any part of the Project during the Term of this Lease; all other
governmental impositions relating to the Project, including but not limited to amounts payable under assessment
agreements; the costs of heat, cooling,utilities, insurance, security, landscaping,janitorial and cleaning services; all
employment costs including salaries, wages and fringe benefits; all management fees, including expenses
reimbursable to any manager and rental of property management office;fees for professional services;charges under
maintenance and service contracts; all supplies purchased for use in the Project; all maintenance and repair costs;
any equipment rental; amortization of the cost of capital improvements made subsequent to the date of this Lease(i)
to reduce Operating Costs or limit increases therein, or(ii)required by Landlord's insurance carrier or(iii)required
by any law, rule, regulation or order of any governmental or quasi-governmental authority having jurisdiction; and
any and all other costs of operation,whether ordinary or extraordinary. Operating Costs shall not include direct out-
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of-pocket costs of the following: leasing commissions and costs of marketing; the cost of constructing leasehold
improvements;payments of principal and interest on any mortgages, deeds of trust or other encumbrances upon the
Project;the capital cost of the Project or any depreciation or amortization thereof except as provided above;the cost
of any items for which Landlord is directly reimbursed by insurance proceeds,condemnation awards, a tenant of the
Project or the like; wages, salaries or other compensation paid to executive employees of Landlord or the property
manager ranking above the highest-ranking,on-site employee; costs associated with the operation of the business of
the entity which constitutes Landlord,which costs are not directly related to maintaining or operating the Project(by
way of example, the formation of the entity, internal accounting and legal matters, including but not limited to
preparation of tax returns and financial statements and gathering of data therefore, costs of defending any lawsuits
related to maintaining or operating the Project, costs of selling, syndicating,financing,mortgaging or hypothecating
any of Landlord's interest in the Project, and costs of any disputes between Landlord and its employees); any
expense representing an amount paid for products or services (other than overall property management)to a person
or entity relating to or affiliated with Landlord which is in excess of the fair market value of such services and
products; fees incurred in disputes with tenants; costs of remediation of Hazardous Materials which are (i) in or on
the Project as of the date of this Lease and which are classified as Hazardous Materials as of the date of this Lease
under laws in effect as of the date of this Lease,or(ii)which are subsequently brought onto the Project by Landlord
or with the express consent of Landlord and which are on the date of their introduction onto the Project classified as
Hazardous Materials under laws in effect as of the date of such introduction,excluding in the case of both(i)and(ii)
above, lawful use and disposition of reasonable quantities of supplies used in the ordinary course of operation and
maintenance of like projects. Landlord shall not be responsible for cleaning the restrooms and hallway identified on
Exhibit A or any cost associated therewith. The responsibility and cost for such cleaning shall be solely the
responsibility of Tenant except for such times during the term hereof as there is or are additional tenant(s) in the
space(s)identified on Exhibit A hereto.At such times the Tenant and other tenants occupying the additional space(s)
identified on Exhibit A shall share equally in such responsibility and cost so that whenever there is one additional
tenant the costs to each shall be'/2 and whenever there are two additional tenants the cost to each shall be 1/3. At no
time shall Landlord bear any portion of the cost of cleaning the restrooms and hallway, either as Landlord or as an
occupant of a space in the Shopping Center or to the Eden Prairie Liquor Store. In the event the restrooms and
hallway are not cleaned to the satisfaction of Landlord or if one or more of the tenants request that the Landlord take
over the cleaning,the Landlord may take over responsibility for cleaning the restrooms and hallway. For purposes
of allocating the cost of such cleaning to the Operating Expenses,the allocation of the expense shall be the same as
provided immediately above in this Section 5.03 for the division of the expenses between the tenants when the
tenants were responsible for the cleaning. In no event shall any portion of the cost of cleaning the restrooms and
hallway be assigned in the Operating Costs to the Landlord either as Landlord or as an occupant of a space in the
Shopping Center or to the Eden Prairie Liquor Store.
5.04 As frequently hereafter as Landlord shall deem appropriate,Landlord may give Tenant notice of Landlord's
estimate of Operating Costs for the then-current calendar year ("Estimated Operating Costs"). Tenant shall pay on
the first day of each calendar month during the Term, as additional rent hereunder, one-twelfth(or rentable portion
thereof for partial months)of Tenant's Pro Rata Share of Estimated Operating Costs.
5.05 Tenant's "Pro Rata Share" is 0.70.06 %,which is calculated as follows: a fraction,the numerator of which
is the Rentable Area of the Premises which is 3,276 square feet, and the denominator of which is the Rentable Area
of all areas in the Project designated by Landlord for lease, excluding separately leased storage and parking areas,
which is 4,676 square feet.
5.06 Within a reasonable time after the expiration of each calendar year, not to exceed 90 days, Landlord shall
submit to Tenant a statement setting forth the actual Operating Costs of the Project for such calendar year("Actual
Operating Costs"), (a) Tenant's Pro Rata Share of Actual Operating Costs, and (b) the aggregate of Tenant's
payments of Estimated Operating Costs for such year. Within thirty days after the delivery of such statement
(including any statement delivered after the expiration or termination of the Term of this Lease),the party in whose
favor the difference,if any,between(a)and(b)exists shall pay the amount of such difference to the other;provided,
however, that overpayments by Tenant may at Landlord's option be credited against future payments of Estimated
Operating Costs except with respect to the last year of the Term. Landlord's books and records relating to Actual
Operating Costs for any particular calendar year shall be available for inspection by Tenant, during the 90 day
period following delivery of Landlord's statement with respect to such year, and during normal business hours upon
prior appointment at Landlord Address set forth hereinabove or such other address within the metropolitan area as
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designated by Landlord in notice to Tenant.Each statement furnished by Landlord hereunder shall constitute a final
determination upon Tenant unless Tenant shall within 90 days after delivery thereof give written notice to Landlord
that Tenant disputes the accuracy thereof, which notice shall specify in reasonable detail the inaccuracies of the
statement.
5.07 Landlord may at its option by 30 days written notice to Tenant change its accounting year hereunder from
the calendar year to a fiscal year, making such adjustments from the end of the last calendar year to the
commencement of the first full fiscal year as shall be appropriate pursuant to generally accepted accounting
principles. Upon such change, references in this Section 5 to a calendar year shall be deemed to be references to a
fiscal year.
ARTICLE VI. REPAIRS AND MAINTENANCE
Section 6.01—Landlord's Obligations:
Landlord shall make, at Landlord's sole cost and expense, all repairs and perform all maintenance work
that is necessary in order to keep the Common Areas,the Premises and equipment servicing the Premises,including
but not limited to all utilities,the sprinkler system,if any,and the heating,ventilating and air conditioning unit(s),in
good order and repair and in a safe and dry tenantable condition and in compliance with all regulations, codes and
ordinances, including keeping in good repair the parking lot, sidewalks, sewer and water lines outside the Premises
and the structural supports,inclusive of the roof,foundation,and demising walls of the Premises.
Section 6.02—Tenant's Obligations:
Except as stated in Section 6.01, Tenant, at its expense, shall provide trash storage and removal services
regardless of the location of any storage and removal facilities, except that if Landlord, in its sole discretion, shall
provide trash services, then, in such event, Tenant shall be obligated to use and pay Landlord for the same as
Additional Rent(Tenant's proportionate share of such trash storage and removal service costs shall be determined,at
Landlord's option, either (aa) by multiplying such trash storage and removal service costs by a fraction, the
numerator of which shall be the total square footage of the Premises, and the denominator of which shall be the
average total gross leased and occupied square footage in the Shopping Center for the applicable billing period,
excluding space occupied by or available for Major Tenants, or (bb) on the basis of a separate metering or
monitoring of Tenant's use of such services or facilities).the Tenant's Pro Rata Share. Notwithstanding any contrary
provision of this Article VI, Tenant, at its expense, shall make any and all repairs to the Premises as may be
necessitated by any break-in, forcible entry or other trespass into or upon the Premises,regardless of whether or not
such entry and damage is caused by the negligence or fault of Tenant or occurs during or after business hours except
to the extent caused by Landlord's negligence.
ARTICLE VII. REAL ESTATE TAXES
Section 7.01-Liability:
Starting with the Term Commencement Date and continuing throughout the entire term of this Lease,
Tenant shall pay Landlord, except as provided in Section 7.02 below, as Additional Rent, Tenant's proportionate
share of Taxes, as hereinafter deemed, for each tax year. The term "Taxes" means the total of all taxes and
assessments, general and special, ordinary and extraordinary, real and/or personal, foreseen and unforeseen,
including assessments for public improvements and betterments,assessed,levied or imposed with respect to the land
and improvements included within the Shopping Center, any tax or surcharge of any kind or nature with respect to
the parking areas or the number of parking spaces in the Shopping Center including without limitaton all taxes
payable pursuant to Minnesota Statutes Section 272.01, Subd. 2. For purposes of determining Taxes, the term
Shopping Center or Project shall be deemed to include any land upon which parking facilities,berms, landscaping,
lighting and/or off-site sewer and utility systems(including drainage and flood control and retention ponds)serving
the Shopping Center are located,with all improvements situated thereon,provided however that once any such area,
or portion thereof,is sold by Landlord,then such area,or portion thereof,would no longer be so included. The term
"Taxes"also includes all costs reasonably incurred in any proceeding brought by Landlord to reduce said Taxes. If
at any time during the term of this Lease, the present method of taxation shall be changed so that in lieu of or in
addition to the whole or any part of any Taxes levied, assessed or imposed on real estate and the improvements
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thereon or imposed upon any personality used in connection therewith or upon the collection of rents or other sums
due hereunder,there shall be levied,assessed or imposed on Landlord a capital levy or other tax directly on the rents
received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part,
upon such rents for the present or any future building or buildings in the Shopping Center, then all such taxes,
assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the
term "Taxes" for the purposes hereof. Tenant's proportionate share of Taxes shall be calculated by multiplying
Taxes by a fraction, the numerator of which shall be the total square footage of the Premises (as contemplated in
Section 1.01), and the denominator of which shall be the average total gross square footage of the Shopping Center
for the applicable billing period.
Section 7.02-Method of Payment:
All taxes dues pursuant to Minnesota Statutes Section 272.01 Subd. 2 shall be paid directly by Tenant to
Hennepin County. Landlord shall request that Hennepin County establish a personal property tax under Minnesota
Statutes Section 272.01, Subd. 2 for Tenant. For all other Taxes Tenant shall pay its proportionate share of such
Taxes by the following method: one-twelfth(1/12) of the Taxes estimated to be due by Landlord shall be paid each
month with Minimum Rent until the end of the first tax year after the Term Commencement Date; thereafter, the
monthly payments shall be based upon the tax bill for the previous tax year plus any reasonably anticipated
increases. Any adjustments necessary for the amount paid for the previous tax year shall be debited or credited(as
the case may be)in the next monthly installments until the liability has been extinguished. Notwithstanding the end
of the term hereof, Tenant shall continue to be liable to Landlord for all Taxes incurred by Landlord for the term of
this Lease, and Tenant shall promptly remit to Landlord any amount due to Landlord upon notice from Landlord to
Tenant. Notwithstanding anything contained in this Article VII to the contrary, if Landlord is required to pay Taxes
in advance, Tenant shall pay to Landlord on the Term Commencement Date, an amount equal to Tenant's
proportionate share of Taxes for the entire tax year in which the Term Commencement Date occurs.
ARTICLE VIII. INSURANCE
Section 8.01—Tenant's Insurance Obligations:
(a) General Liability Coverage. Tenant agrees to carry, at its own expense, throughout the Term of this
Lease, Commercial General Liability insurance in the broadest form obtainable (including contractual liability
coverage)covering the Premises and Tenant's use of the Premises with a minimum coverage of One Million Dollars
($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for Bodily Injury and Property
Damage, including Loss of Use.Tenant may satisfy its obligation to maintain Commercial General Liability
insurance, as required pursuant to this Section 8.01, by obtaining a combination of primary liability and
umbrella/excess liability policies that total a minimum of$2,000,000 per occurrence limit. Tenant's insurance
policy(ies) shall be written with insurers licensed to do business in the state in which the Premises is located, in a
form satisfactory to Landlord and shall carry an A.M. Best rating of at least A-. Tenant's policies shall name
Landlord as an additional insured and shall be endorsed to provide Landlord with no less than thirty(30) days prior
written notice of cancellation or non-renewal.Tenant's policies shall also be endorsed to reflect that in the event that
coverage benefiting Landlord exists under both Landlord's and Tenant's policies, coverage under the Tenant's
policies shall be primary.
(b) Property Coverage. Tenant shall bear the entire risk of loss for all of its property, furniture, fixtures,
carpets, machinery, improvements & betterments, equipment, inventory, stock in trade and goods placed in the
Premises. Tenant shall carry,at its sole cost and expense, Special Perils"all-risk"property coverage, including Loss
of Income, of the broadest form available covering the above property on a full replacement cost basis. Coverage
shall include improvements to the Premises while under construction or installation by Tenant. Said policy shall
include a waiver of subrogation against Landlord as to loss or damage covered by such policy.
(c) Workers' Compensation Coverage. Tenant shall also carry at all times such Workers' Compensation
insurance as to comply with the laws and regulations of the state in which the Premises is located and shall provide
Landlord with a Certificate evidencing coverage currently in force.
(d) Basic Insurance Requirements. Tenant shall provide Landlord with Certificates of Insurance(ACORD
25) prior to the date of occupancy by Tenant and within thirty (30) days of the anniversary of said insurances,
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evidencing the above-required coverages. Tenant's policies shall name Tenant as insured and Landlord as additional
insured as their interests may appear. Tenant shall require any Contractor of Tenant performing work on the
Premises to maintain the same coverages as required of Tenant and to provide the same evidence of such coverage
to Tenant before the Work begins. Failure on the part of Tenant to provide such evidence of insurance may cause,
but does not obligate, Landlord to effect such coverage and in such event, Tenant agrees to pay the premium for
such coverage promptly upon Landlord's demand, plus and administrative fee of fifteen percent (15%) of the total
cost thereof.
Section 8.02—Landlord's Insurance Obligations:
(a) Building, Loss of Rental Income and Liability Coverage. Landlord agrees to carry insurance covering
the Shopping Center building (the `Building") and loss of rental income against perils or loss and in an amount as
Landlord may deem appropriate ("Landlord's Insurance"), but in the case of the Building, no less than the
replacement value thereof. Landlord's Insurance shall also include coverage for liability arising from the common
areas of the Property. Tenant shall have no rights in said policy or policies and shall not be entitled to be an insured
thereunder.
Section 8.03—Tenant's Contribution Towards Landlord's Insurance:
Starting with the Term Commencement Date and continuing throughout the entire term of this Lease,
Tenant shall pay to Landlord, as Additional Rent, Tenant's proportionate share of Landlord's insurance expenses
("Insurance Charges"). Tenant's proportionate share of Insurance Charges shall be calculated by multiplying
Insurance Charges by a fraction, the numerator of which shall be the total square footage of the Premises, and the
denominator of which shall be the total gross square footage in the Shopping Center for the applicable billing period.
At the end of each calendar year, there shall be an adjustment if the amount paid by Tenant is less than Tenant's
proportionate share actually incurred in that year. so long as Landlord notifies Tenant of such deficiency within 90
days of the end of the calendar year..
Tenant shall not permit to be done any act which will invalidate or be in conflict with Landlord's insurance
policies covering the Shopping Center or any other insurance referred to in this Lease. Tenant will promptly comply
with all rules and regulations relating to such policies. If the acts of Tenant or its employees or agents shall increase
the rate of insurance referred to in this Lease, such increases shall be immediately paid by Tenant as Additional
Rent. Notwithstanding anything to the contrary in this Section 8.03, Tenant shall have no liability for any rate
insurance increase to the extent caused by a tenant other than Tenant.
Section 8.04-Waiver of Subrogation:
Notwithstanding any provision of this Lease to the contrary, Landlord and Tenant each hereby release and
waive all rights of subrogation against the other, its officers, directors, employees and agents from any and all loss,
damages or liability covered under any policy of insurance required to be maintained by this Lease, including
deductibles or retentions,notwithstanding that such loss, damages or liability may have arisen from the negligence,
tortious act or omission of the other party,or anyone for whom such party may be responsible
Section 8.05-Indemnification:
Tenant hereby indemnifies and agrees to save harmless Landlord,Landlord's officers,directors,employees,
and agents,and any mortgagee, (collectively, "the Protected Parties"),from and against all claims, losses,liabilities,
damages,penalties, fines and expenses (including but not limited to attorneys' fees)that arise from or in connection
with (i) the possession, use, occupation, management, repairs, maintenance or control of the Premises, or any
portion thereof, inclusive of Improvements, and any sidewalks adjoining same, (ii) any act or omission of Tenant,
its employees, agents, contractors, licensees, or invitees, or (iii) any violation, breach, or Default of this Lease by
Tenant. Tenant shall, at its own cost and expense, defend any and all actions which may be brought against any of
the Protected Parties with respect to the foregoing. Tenant shall pay, satisfy and discharge any and all judgments,
orders and decrees which may be recovered against any of the Protected Parties in connection with the foregoing.
Landlord agrees to indemnify and save Tenant harmless from and against any and all claims, actions,
lawsuits, damages, liability and expense (including, but not limited to, reasonable attorneys' fees) arising from
damage, loss or injury to persons or property occurring in, on or about the Shopping Center caused by (a) the
negligence, act or omission of Landlord, its employees, agents or contractors or(b)any violation,breach or Default
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of this Lease by Landlord.
ARTICLE IX. DESTRUCTION OF PREMISES
Section 9.01-Continuance of Lease:
In the event the Premises shall be partially or totally destroyed by fire or other casualty insured under the
provisions of Section 8.01 above, so as to become partially or totally untenantable,then the damage to the Premises
shall be promptly repaired by Landlord unless Landlord shall elect not to rebuild or repair as hereinafter set forth.
Except in the case of termination, Minimum Rent shall be abated in proportion to the amount of the Premises
rendered untenantable until so repaired. If more than twenty-five percent (25%) of the Premises or twenty-five
percent(25%)of the floor area of the Shopping Center or the Regional Development shall be damaged or destroyed
by fire or other casualty,then Landlord may elect that the Shopping Center,and/or the Premises,as the case may be,
be repaired or rebuilt or, either Landlord or Tenant may elect to terminate this Lease by giving written notice to the
other party of its election to so terminate, such notice to be given within ninety (90) days after the occurrence of
such damage or destruction. If the Lease is not terminated and Landlord is required or elects to repair or rebuild the
Premises as herein provided,upon completion of such work by Landlord,Tenant shall immediately repair or replace
its merchandise, improvements, trade fixtures, furnishings and equipment in a manner and to at least a condition
equal to that immediately prior to its damage or destruction. Landlord shall give Tenant written notice of Landlord's
intent regarding reconstruction, including the length of time for reconstruction, within sixty (60) days of the
casualty.
Section 9.02-Reconstruction;Rent Abatement:
If all or any portion of the Premises is damaged by fire or other casualty and this Lease is not terminated in
accordance with the above provision, then all insurance proceeds however recovered shall be made available for
payment of the cost of repair, replacing and rebuilding. Landlord shall use the proceeds from the insurance as set
forth herein to repair or rebuild the Premises to its condition as on the Delivery Date, and Tenant shall, using the
proceeds from the insurance provided for in Section 8.01, repair, restore, replace or rebuild that portion of the
Premises constituting Tenant's Work as defined herein together with any additional improvements installed by
Tenant, such that the Premises shall be restored to its condition as of immediately prior to the occurrence of such
casualty. If Tenant's insurance proceeds shall be less than Tenant's obligation hereunder,Tenant shall pay the entire
excess cost. Minimum Rent,which is payable hereunder during the existence of such damage and until such repair
or rebuilding is substantially completed by Landlord, shall be equitably abated. Equitable abatement shall terminate
upon the earlier of(i) the date upon which Tenant operates its business within the Premises or(ii) thirty (30) days
following the date upon which Landlord substantially completes its repair or rebuilding work to the Premises.
ARTICLE X. CONDEMNATION
Section 10.01-Eminent Domain:
If twenty-five percent (25%) or more of the Premises shall be taken or condemned by any government
authority,then either party may elect to terminate this Lease by giving notice to the other party not more than sixty
(60)days after the date of which such title shall vest in the authority. If the parking facilities are reduced below the
minimum parking requirements imposed by the applicable authorities, either Tenant or Landlord may elect to
terminate this Lease by giving the other party notice within ninety (90) days after such taking. In addition, if any
Major Tenant shall terminate its lease with Landlord pursuant to a taking of its store,either Tenant or Landlord may
terminate this Lease on written notice to the other party within sixty(60) days after notice to Landlord that a Major
Tenant is terminating its lease. In the case of any taking or condemnation, whether or not the term of this Lease
shall cease and terminate, the entire award shall be the property of Landlord; provided, however, Tenant shall be
entitled to any award as may be allowed for fixtures and other equipment which under the terms of this Lease would
not have become the property of Landlord; further provided, that any such award to Tenant shall not be in
diminution of any award to Landlord as a result of such taking or condemnation.
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ARTICLE XI. ASSIGNING, SUBLETTING AND ENCUMBERING LEASE
Section 11.01-Assigning,Subletting and Encumbering Lease:
(a) Except as otherwise set forth in this Lease (inlcuding any riders), Tenant shall not without Landlord's
prior written consent, which shall be subject to Landlord's sole discretion (i) assign or otherwise transfer, or
mortgage or otherwise encumber, this Lease or any of its rights hereunder, (ii) sublet the Premises or any part
thereof, or permit the use of the Premises or any part thereof by any persons other than Tenant or its agents, or(iii)
permit the assignment or other transfer of this Lease or any of Tenant's rights hereunder by operation of law. Any
attempted or purported transfer, assignment, mortgaging or encumbering of this Lease or any of Tenant's interest
hereunder and any attempted or purported subletting or grant of a right to use or occupy all or a portion of the
Premises in violation of the foregoing sentence shall be null and void and shall not confer any rights upon any
purported transferee,assignee,mortgagee,sublessee or occupant.
(b) If Tenant desires at any time to assign or transfer this Lease or sublet(or permit occupancy or use of) the
Premise, it shall first give Landlord written notice of its desire to do so and shall submit in writing to Landlord (i)
the name of the proposed assignee,mortgagee, subtenant or other transferee(any of the foregoing being hereinafter
referred to as an"Assignee"),(ii)the nature of the proposed Assignee's business to be carried on the Premises,(iii)a
copy of the proposed Assignment agreement and any other agreements to be entered into concurrently with such
Assignment, including full disclosure of all financial terms, and (iv) such financial information as Landlord may
reasonably request concerning the proposed Assignee. Tenant shall pay to Landlord a reasonable fee for Landlord's
expenses, including attorneys' fees, in reviewing such proposed Assignment. Neither the furnishing of such
information nor the payment of such fee shall limit any of Landlord's rights or alternatives under this Section 11.
For thirty (30) days following receipt of said notice, Landlord shall have the right, exercisable by sending written
notice to Tenant,to(i)object to such assignment,sublet or transfer or(ii)terminate this Lease if all of the Premises
were affected by the assignment or sublease. The consent by Landlord to any assignment, transfer or subletting to
any party shall not be construed as a waiver or release of Tenant under the terms of any covenant or obligation
under this Lease, nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or
occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease, nor shall
any such assignment,transfer or subletting be construed to relieve Tenant from giving Landlord said thirty(30)days
notice or from obtaining the consent in writing of Landlord to any further assignment, transfer or subletting. Once
Tenant has given Landlord notice of a proposed assignment or subletting,Landlord's failure to respond within such
30-day period shall be deemed to be Landlord's consent to such assignment or subletting.
(c) Notwithstanding anything to the contrary above, Tenant shall have the right, upon fifteen (15)
days prior written notice to Landlord but without Landlord's prior consent, (i)to sublet all or part of the Premises to
Tenant's parent company ("Parent"), or to any entity which is a subsidiary of Tenant or its Parent (any of such
entities being herein called a"Parent Affiliate"); or(ii)to assign this Lease(x)to a Parent or a Parent Affiliate or to
(y)a successor entity into which or with which Tenant is merged or consolidated or which acquired substantially all
of Tenant's assets and property,provided that such subtenant or assignee assumes all of the obligations and liabilities
of Tenant arising under this Lease and Tenant is not released from liability hereunder.
In addition, in no event shall (a) a change in control of Tenant resulting from a merger, consolidation or
asset sale, or (b) sales or transfers, whether voluntary, by operation of law or otherwise, of any portion of the
common or preferred stock of Tenant, or the sale or creation of new stock(including,without limitation, an initial
public offering) be considered an assignment or conveyance which requires Landlord's prior written consent.
Tenant's shareholders shall be permitted to sell and transfer their shares and interests in the Tenant to each other and
to third parties without such sales or transfers requiring Landlord's consent and the sale of additional shares or
securities of Tenant, including,without limitation, an initial public offering, shall not be considered an assignment,
subleasing or other transfer of this Lease
ARTICLE XII. SUBORDINATION AND FINANCING
Section 12.01-Subordination:
On the condition that such lender grant Tenant non-disturbance,this Lease and Tenant's tenancy hereunder
shall be subject and subordinate at all times to the lien of any mortgage or deed of trust now or hereafter placed upon
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the interest of Landlord and the Premises. Tenant also agrees that any mortgagee or trustee may elect to have this
Lease a prior lien to its mortgage or deed of trust, and in the event of such election, and upon notification by such
mortgagee or trustee to Tenant to that effect,this Lease shall be deemed prior in lien to the said mortgage or deed of
trust,whether this Lease is dated prior to or subsequent to the date of said mortgage or deed of trust. Tenant agrees
to execute and deliver such instruments as may be desired by Landlord or by any mortgagee or trustee subordinating
this Lease to the lien of any present or future mortgage or deed of trust,or as may be otherwise required to carry out
the intent of this Section. Tenant hereby appoints Landlord its attorney-in-fact, irrevocably, to execute and deliver
any such instrument of Tenant if Tenant refuses to execute such instrument within 15 days of Landlord's written
request such instrument.
Section 12.02-Attornment:
If, and so long as this Lease is in full force and effect,then at the option of the mortgagee: (a) this Lease
shall remain in full force, notwithstanding (i) a default under the mortgage by Landlord, or (ii) any bankruptcy or
similar proceedings with respect to Landlord, (b) if any such mortgagee shall become possessed of the Premises,
Tenant shall be obligated to such mortgagee to pay to it the rentals and other charges due hereunder and to thereafter
comply with all the terms of this Lease, and (c) if any mortgagee or purchaser, at a private or public sale shall
become possessed of the Premises, Tenant shall, without charge, attorn to such mortgagee or purchaser as its
landlord under this Lease. Tenant agrees that in the event Landlord is in default under this Lease,any mortgagee or
trustee under a deed of trust of Landlord's interest in the Premises shall be permitted(but not required) to enter the
Premises for the purpose of correcting or remedying such default, and Tenant agrees to accept performance by such
mortgagee or trustee in lieu of performance by Landlord. Tenant further agrees that, from and after written notice
from Landlord of the name and address of any mortgagee or trustee, Tenant will contemporaneously deliver notice
to any such mortgagee or trustee of a default by Landlord under this Lease. Notwithstanding any provision of this
Lease,Tenant agrees that no termination of this Lease or abatement or reduction or rent or any other amounts under
this Lease shall be effective unless and until such mortgagee or trustee has received notice and fails within thirty
(30) days of the date on which Landlord's cure period expires to cure the default of Landlord in question, or if the
default cannot be cured within said thirty (30) days, fails to commence and diligently prosecute the cure of such
default.
Section 12.03-Estoppel:
From time to time and upon ten (10) days notice, Tenant agrees to execute and deliver a written
acceptance/estoppel certificate confirming that Tenant has accepted the Premises and such other facts relative to this
Lease as Landlord or any mortgagee of the Shopping Center may request to be confirmed. If Tenant fails to execute
such certificate, Tenant hereby appoints Landlord as its attorney-in-fact, irrevocably, to execute and deliver such
certificate for Tenant,or Landlord may elect to terminate this Lease.
ARTICLE XIII. DEFAULTS
Section 13.01-Events of Default:
If any one or more of the following events occur,said event or events shall hereby be classified as a Tenant
"Default":
(a)If Tenant fails to pay Minimum Rent,Percentage Rent,Additional Rent or any other charges required to
be paid by Tenant when same shall become due and payable, and such failure continues for five (5) days after
written notice from Landlord;
(b)If Tenant shall fail to perform or observe any terms and conditions of this Lease, and such failure shall
continue for ten(10)days after written notice from Landlord;
(c) If Tenant refuses to take possession of the Premises at the Delivery Date, or fails to open its doors for
business on the Term Commencement Date as required herein;
(d)If Tenant fails to conduct its business for the use and under the trade name as set forth in Section 4.01;
(f) If Tenant, or any guarantor of Tenant's obligations hereunder, shall make an assignment for the benefit
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of creditors or file a petition, in any state court, in bankruptcy, reorganization, composition, or make an application
in any such proceedings for the appointment of a trustee or receiver for all or any portion of its property;
(g) If any petition shall be filed under state law against Tenant or any guarantor of Tenant's obligations
hereunder in any bankruptcy,reorganization or insolvency proceedings, and said proceedings shall not be dismissed
or vacated within thirty(30)days after such petition is filed;
(h) If a receiver or trustee shall be appointed under state law for Tenant or any guarantor of Tenant's
obligations hereunder, for all or any portion of the property of either of them, and such receivership or trusteeship
shall not be set aside within thirty(30)days after such appointment;or
(i) If any execution, levy, attachment or other legal process of law shall occur upon Tenant's goods,
fixtures,or interest in the Premises.
Section 13.02—Landlord's Remedies:
Should a Default occur,Landlord may pursue any or all of the following:
(a)Landlord may terminate this Lease by giving five(5)days written notice of such termination to Tenant,
whereupon this Lease shall automatically cease and terminate and Tenant shall be immediately obligated to quit the
Premises. If Landlord elects to terminate this Lease,everything contained in this Lease on the part of Landlord to be
done and performed shall cease without prejudice, subject,however,to the right of Landlord to recover from Tenant
all rent and any other sums accrued up to the time of termination or recovery of possession by Landlord,whichever
is later.If Landlord elects not to terminate this Lease,Landlord may pursue any remedy available at law.
(b)Upon termination of this Lease pursuant to Section 13.02,Landlord may proceed to recover possession
of the Premises under and by virtue of the provisions of the laws of the jurisdiction in which the Shopping Center is
located,or by such other proceedings,including reentry and possession,as may be applicable.
(c) If Tenant shall be in Default, Landlord shall have the option, upon ten (10) days written notice to
Tenant, to cure said Default for the account of and at the expense of Tenant. No such notice shall be required for
emergency repairs.
(d) Whether or not Landlord elects to terminate this Lease, Landlord may enter upon and repossess the
Premises (said repossession being herein after referred to as "Repossession") by force, summary proceedings,
ejectment or otherwise, and may remove Tenant and all other persons and property therefrom. From time to time
after Repossession of the Premises, whether or not this Lease has been terminated, Landlord may, but shall not be
obligated to, attempt to relet the Premises for the account of Tenant in the name of Landlord or otherwise,for such
term or terms (which may be greater or less than the period which would otherwise have constituted the balance of
the Term) and for such terms (which may include concessions or free rent) and for such uses as Landlord, in its
uncontrolled discretion, may determine, and may collect and receive the rent therefor. Any rent received shall be
applied against Tenant's obligations hereunder, but Landlord shall not be responsible or liable for any failure to
collect any rent due upon any such reletting.
(e) No termination of this Lease pursuant to Section 11 and no Repossession of the Premises pursuant to
Section 11 or otherwise shall relieve Tenant of its liabilities and obligations under this Lease, all of which shall
survive any such termination or Repossession. In the event of any such termination or Repossession,whether or not
the Premises shall have been relet, Tenant shall pay to Landlord the Base Rent and other sums and charges to be
paid by Tenant up to the time of such termination or Repossession, and thereafter Tenant, until the end of what
would have been the Term in the absence of such termination or Repossession, shall pay to Landlord, as and for
liquidated and agreed current damages for Tenant's default,the equivalent of the amount of the Base Rent and such
other sums and charges which would be payable under this Lease by Tenant if this Lease were still in effect,less the
net proceeds, if any, of any reletting effected pursuant to the provisions of Section 11 after deducting all of
Landlord's expenses in connection with such reletting, including, without limitation, all repossession costs,
brokerage and management commissions, operating expenses, legal expenses, attorneys' fees, alteration costs, and
expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days
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on which the Base Rent would have been payable under this Lease if this Lease were still in effect, and Landlord
shall be entitled to recover the same from Tenant on each such day. At any time after such termination or
Repossession, whether or not Landlord shall have collected any current damages as aforesaid, Landlord shall be
entitled to recover from Tenant, and Tenant shall pay to Landlord on demand,as and for liquidated and agreed final
damages for Tenant's default, an amount equal to the then present value of the excess of the Base Rent and other
sums or charges reserved under this Lease from the day of such termination or Repossession for what would be the
then unexpired term if the same had remained in effect, over the amount of rent Tenant demonstrates that Landlord
could in all likelihood actually collect for the Premises for the same period, said present value to be arrived at on the
basis of a discount of four percent(4%)per annum.
(f) Landlord may, at Landlord's option, enter into and upon the Premises after providing 24 hours' notice,
except in the case of an emergency or where immediate action is necessary in which events no notice is required,if
Landlord determines in its sole discretion that Tenant is not acting within a commercially reasonable time to
maintain,repair or replace anything for which Tenant is responsible under this Lease and correct the same,without
being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any
liability for any damage or interruption of Tenant's business resulting therefrom. To the extent practical Landlord
shall schedule such entry so as to minimize interference with Tenant's business and permit Tenant to safeguard
confidential files in the Premises. If Tenant shall have vacated the Premises,Landlord may at Landlord's option re-
enter the Premises at any time during the last six months of the then current Term of this Lease and make any and all
such changes, alterations, revisions, additions and tenant and other improvements in or about the Premises as
Landlord shall elect,all without any abatement of any of the rent otherwise to be paid by Tenant under this Lease.
(g) Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies
provided in this Lease or any other remedies provided by law(all such remedies being cumulative),nor shall pursuit
of any remedy provided in this Lease constitute a forfeiture or waiver of any rent due to Landlord under this Lease
or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants
contained in this Lease.
(h)No act or thing done by Landlord or its agents during the Term shall be deemed a termination of this
Lease or an acceptance of the surrender of the Premises, and no agreement to terminate this Lease or to accept a
surrender of said Premises shall be valid, unless in writing signed by Landlord. No waiver by Landlord of any
violation or breach or Default of any of the terms,provisions and covenants contained in this Lease shall be deemed
or construed to constitute a waiver of any other violation or breach or Default of any of the terms, provisions and
covenants contained in this Lease. Landlord's acceptance of the payment of rental or other payments after the
occurrence of a violation, breach or Default shall not be construed as a waiver of such default, unless Landlord so
notifies Tenant in writing. Forbearance by Landlord in enforcing one or more of the remedies provided in this Lease
upon a violation,breach or Default shall not be deemed or construed to constitute a waiver of such violation,breach
or Default or of Landlord's right to enforce any such remedies with respect to such violation, breach or Default or
any subsequent violation,breach or Default.
(i) In addition to all other remedies of Landlord,Landlord shall be entitled to reimbursement upon demand
of all reasonable attorneys' fees incurred by Landlord in connection with any Default.
Section 13.03-Default by Landlord:
Landlord shall in no event be charged with a default hereunder unless Landlord shall fail to perform or
observe any term,condition,covenant or obligation required to be performed or observed by it under this Lease for a
period of thirty(30)days after written notice thereof from Tenant.
ARTICLE XIV. BANKRUPTCY OR INSOLVENCY
Section 14.01—Tenant's Interest Not Transferable:
Neither Tenant's interest in this Lease, nor any interest therein of Tenant nor any estate hereby created in
Tenant,shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law.
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Section 14.02—Landlord's Option to Terminate:
In the event the estate created in Tenant hereby shall be taken,in execution or by other process of law,or if
Tenant or Tenant's Guarantor or their respective executors, administrators or assigns, if any, shall be adjudicated
insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy act,or if a receiver
or trustee of the property of Tenant or Tenant's Guarantor, if any, shall be appointed by reason of the insolvency or
inability of Tenant or Tenant's Guarantor,if any,to pay its debts,or if any assignment shall be made of the property
of Tenant or Tenant's Guarantor,if any, for the benefit of creditors,then and in any such events,Landlord may at its
option terminate this Lease and all rights of Tenant hereunder,by giving to Tenant notice in writing of the election
of Landlord to so terminate, in which event this Lease shall cease and terminate with the same force and effect as
though the date set forth in said notice were the date originally set forth herein and fixed for the expiration of the
Term,and Tenant shall vacate and surrender the Premises but shall remain liable as herein provided.
Section 14.03—Tenant's Obligation to Avoid Creditors'Proceedings:
Tenant or Tenant's Guarantor, if any, shall not cause or give cause for the institution of legal proceedings
seeking to have Tenant or Tenant's Guarantor, if any, adjudicated bankrupt, reorganized or rearranged under the
bankruptcy laws of the United States, and shall not cause or give cause for the appointment of a trustee or receiver
for the assets of Tenant or Tenant's Guarantor,if any,and shall not make any assignment for the benefit of creditors,
or become or be adjudicated insolvent. The allowance of any petition under the bankruptcy law,or the appointment
of a trustee or receiver of Tenant or Tenant's Guarantor,if any,or its assets,shall be conclusive evidence that Tenant
caused, or gave cause therefor,unless such allowance of the petition, or the appointment of a trustee or receiver, is
vacated within thirty(30) days after such allowance or appointment. Any act described in this Section 14.03 shall
be deemed a material breach of Tenant's obligation hereunder,and upon such breach by Tenant,Landlord may,at its
option and in addition to any other remedy available to Landlord, terminate this Lease and all rights of Tenant
hereunder,by giving to Tenant notice in writing of the election of Landlord to so terminate.
Section 14.04-Application of Bankruptcy Proceeds:
Notwithstanding anything to the contrary contained in this Article XIV, in the event, for any reason
whatsoever, the interest of Tenant in this Lease is subject to assignment or sale by the Bankruptcy Court,then, and
in that event, all proceeds of such sale or assignment shall be paid to Landlord and not to Tenant nor to the
bankruptcy estate.
Section 14.05-Bankruptcy:
(a)Neither Tenant's interest in this Lease,nor any estate hereby created in Tenant nor any interest herein or
therein, shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law,
except as may specifically be provided pursuant to the Bankruptcy Code(11 USC §101 et.seq.),as the same may be
amended from time to time.
(b)Rights and Obligations Under the Bankruptcy Code. (1)It is understood and agreed that this Lease is a
lease of real property in a shopping center as such lease is described in Section 365 of the Bankruptcy Code, as the
same may be amended from time to time. (2) Upon the filing of a petition by or against Tenant under the
Bankruptcy Code,Tenant,as debtor and as debtor-in-possession,and any trustee who may be appointed with respect
to the assets of or estate in bankruptcy of Tenant,agree to pay monthly in advance on the first day of each month,as
reasonable compensation for the use and occupancy of the Premises, an amount equal to all Minimum Rent,
Additional Rent and other charges otherwise due pursuant to this Lease. (3)Included within and in addition to any
other conditions or obligations imposed upon Tenant or its successor in the event of the assumption and/or
assignment of this Lease are the following: (i)the cure of any monetary defaults and reimbursement of pecuniary
loss within not more than thirty (30) days of assumption and/or assignment; (ii) the deposit of an additional sum
equal to not less than three (3) months' Minimum Rent and Additional Rent to be held by Landlord as a security
deposit,which sum shall be determined by Landlord, in its sole discretion,to be a necessary deposit to secure the
future performance under the Lease of Tenant or its assignee;(iii)the use of the Premises as set forth in Section 4.01
of this Lease and the quality, quantity and/or lines of merchandise, goods or services required to be offered for the
sale are unchanged; and (iv) the prior written consent of any mortgagee to which this Lease has been assigned as
collateral security.
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ARTICLE XV. RIGHT OF ACCESS
Section 15.01-Right of Access:
Landlord may,upon at least 24 hours'prior notice to Tenant(except in the case of an emergency, in which
case no such notice is required),enter upon the Premises for the purpose of inspecting,making repairs,replacements
or alterations, and showing the Premises to prospective purchasers, lenders or lessees; provided,however, any such
entry shall be accomplished with as minimal interference with or interruption of Tenant's business as possible.
During the last six(6)months of the term, Landlord shall have the right to display one(1) or more"For Rent" sign
on or about the Premises.
ARTICLE XVI. DELAYS
Section 16.01 -Delays:
If Landlord or Tenant is delayed from performing any of their respective obligations during the term of this
Lease because of acts of God or other cause beyond their control, then the period of such delays shall be deemed
added to the time herein provided for the performance of any such obligation and the breaching party shall not be
liable for losses or damages caused by such delays; provided, however, that this Article shall not apply to the
payment of any sums of money required to be paid by Tenant hereunder. Subject to the foregoing, time is of the
essence with respect to all obligations to be performed by Tenant and Landlord pursuant to the terms of this Lease.
ARTICLE XVII. END OF TERM
Section 17.01-Return of Premises:
Upon the expiration or termination of this Lease, Tenant shall quit and surrender the Premises to Landlord,
in good order, broom clean, normal wear and tear and acts of God excepted. Subject to the other terms of this
Lease, Tenant shall, at its expense, remove all property of Tenant, all alterations to the Premises (other than the
Tenant's Work described on Exhibit C or alterations made prior to the Term Commencement Date) not wanted by
Landlord and repair damage caused by such removal and return the Premises to the condition in which they were
prior to the installation of the article so removed. Upon the expiration or termination of this Lease, Tenant shall
execute and acknowledge a quit-claim deed to Tenant's interest in the Premises, in recordable form, in favor of
Landlord ten(10)days after written notice and demand therefor by Landlord, and Tenant hereby appoints Landlord
its attorney-in-fact,irrevocably,to execute and deliver such quit claim deed.
Section 17.02-Holding Over:
If Tenant shall hold possession of the Premises after the expiration or termination of this Lease, at
Landlord's option(i) Tenant shall be deemed to be occupying the Premises as a tenant from month-to-month at one
hundred twenty-five percent (150%) of the highest Minimum Rent in effect during the term of this Lease or any
extensions thereof plus one-sixth (1/6th) of the average annual Percentage Rent payable hereunder for the three (3)
Lease Years immediately preceding, or the entire portion of the Lease Term, if less than three (3)Lease Years, and
otherwise subject to all of the terms and conditions of this Lease,or(ii)Landlord may exercise any other remedies it
has under this Lease or at law or in equity including an action for wrongfully holding over.
ARTICLE XVIII. COVENANT OF QUIET ENJOYMENT
Section 18.01 -Covenant of Quiet Enjoyment:
Landlord covenants that Tenant shall at all times during the term hereof peaceably have,hold and enjoy the
Premises, without any interruption or disturbance from Landlord, or anyone claiming through or under Landlord,
subject to the terms hereof,and any prior liens to which this Lease is subordinate.
ARTICLE XIX. MISCELLANEOUS
Section 19.01-Interpretation:
This Lease contains the entire agreement between the parties hereto with respect to the matters contained
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herein and there are no covenants, promises, agreements, conditions, understandings, or warranties or
representations, oral or written,between them other than as herein set forth. The Lease or any part of it may not be
changed, altered, modified, limited, terminated, or extended orally or by any agreement between the parties unless
such agreement is in writing and signed by the parties hereto, their legal representatives, successors or permitted
assigns. Tenant agrees and acknowledges that any estimates and/or projections of charges and/or stated minimum
charges that may have been provided by Landlord prior to entry into this Lease may not be representative of the
actual charges that will ultimately be billed to Tenant hereunder. Tenant acknowledges and agrees that these
estimates and/or projections of charges and/or stated minimum charges are provided for budgeting purposes only
and are not to be construed in any fashion as being indicative of the actual charges that will ultimately be billed to
Tenant hereunder. Tenant acknowledges and agrees that the actual charges may be more or less than the estimates
and/or projections and/or may be more than the stated minimum charges.
Section 19.02-Notice:
No notice or other communications given under this Lease shall be effective unless the same is in writing
and is delivered in person or mailed by registered or certified mail, return receipt requested, first class, postage
prepaid, or delivered via over-night courier, addressed: (1) if to Landlord, attention: City Clerk at the address set
forth on page 1 of this Lease, and a separate duplicate notice to the Finance Manager at the address set forth on
page 1 of this Lease,or to such other address as Landlord shall designate by giving notice thereof to Tenant,or(2)if
to Tenant, at the address set forth on page 1 of this Lease or such other address as Tenant shall designate by giving
notice thereof to Landlord with a copy to David A. Brandell, Attorney at Law, 775 Prairie Center Drive, 160
Flagship Corporate Center, Eden Prairie, MN 55344. Any such notice, statement, certificate, request or demand
shall,be deemed to have been given upon receipt or refusal of receipt.
Section 19.03-Applicable Laws:
It is the intent of the parties hereto that all questions and/or disputes with respect to the construction of this
Lease and the rights and the liabilities of the parties hereto shall be determined in accordance with the laws of the
State in which the Premises are located, in the court of competent jurisdiction in the jurisdiction in which the
Shopping Center is located.
Section 19.04-Successors:
This Lease shall bind and inure to the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
Section 19.05-Brokers:
Landlord and Tenant warrant and represent that, with the exception of Access Commercial LLC, Tenant's
broker and Equity Property Group, Landlord's broker, whose commission shall be paid by Landlord pursuant to a
separate written agreement, there was no broker or agent instrumental in consummating this Lease. Each party
agrees to indemnify and hold the other harmless against any claims for brokerage or other commission arising by
reason of a breach by such party of this representation and warranty.
Section 19.06-Landlord Assignment:
Landlord hereunder shall have the right to freely assign this Lease without notice to or consent of the
Tenant. In the event of any transfer or transfers of Landlord's interest in the Premises, including a so-called sale-
leaseback, the transferor shall be automatically relieved of any and all obligations on the part of Landlord accruing
from and after the date of such transfer except with respect to any security deposit referred to in Section 2.03 of this
Lease upon assignment of the same to the transferee. Upon the termination of any Lease in a sale-leaseback
transaction prior to termination of this Lease, the former lessee thereunder shall become and remain liable as
Landlord hereunder until a further transfer. No holder of a mortgage or deed of trust to which this Lease is, or may
be subordinate, shall be responsible in connection with the security deposited hereunder, unless such mortgagee or
holder of such deed of trust of lessor shall have actually received the security deposited hereunder.
Section 19.07-Relationship of the Parties:
The terms of this Lease shall not be interpreted to mean that Landlord and Tenant are partners or joint
ventures.
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Section 19.08-Waiver of Right of Redemption:
Tenant hereby expressly waives for itself and all persons claiming by or through it,any right of redemption
or for the restoration of the operation of this Lease under any present or future law in case Tenant shall be
dispossessed for any cause.
Section 19.09-Waiver of Jury Trial:
Landlord and Tenant hereby waive trial by jury in any action,proceeding or counterclaim brought by either
of the parties hereto against the other on or in respect of any matter whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant hereunder, Tenant's use or occupancy of the
Premises and/or any claim of injury or damage.
Section 19.10-Invalidity of Particular Provisions:
If any provision of this Lease or the application thereof to any person or circumstances shall to any extent
be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or
circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each
provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.
Section 19.11-Strict Performance:
No failure by Landlord or Tenant to insist upon the strict performance of any term, covenant, agreement,
provision, condition or limitation of this Lease to be kept, observed or performed by Tenant or Landlord, and no
failure by Landlord or Tenant to exercise any right or remedy consequent upon a breach of any such term,covenant,
agreement, provision, condition or limitation of this Lease, shall constitute a waiver of any such breach or of any
such term,covenant,agreement,provision,condition or limitation.
Section 19.12-Execution in Counterparts:
This Lease may be executed in one or more counterparts, any one or all of which shall constitute but one
agreement.
Section 19.13-Execution of Lease by Landlord:
The submission of this document for examination and negotiation does not constitute an offer to lease,or a
reservation of, or an option for, the Premises, and this document shall be effective and binding only upon the
execution and delivery hereof by both Landlord and Tenant.
Section 19.14-Effect of Captions:
The captions or legends in this Lease are inserted for convenient reference or identification of the particular
paragraphs. They are in no way intended to describe, interpret, define or limit the scope, extent or interest of this
Lease,or any paragraph or provision thereof.
Section 19.15—Attorney's Fees:
In the event either party commences litigation against the other party as a result of a monetary Default by
such party,the prevailing party in such litigation shall be entitled to recover its reasonable costs and attorney's fees
incurred in such litigation from the other party.
Section 19.16—Execution by Facsimile:
If a party returns this Lease (or a portion of this Lease with instructions to insert said portion into the
Lease), the signing party intends the copy of its signature or initials, said portion of the Lease printed by the
receiving facsimile machine to automatically be deemed to be said parties original signature or initials.
Section 19.18-Exhibits:
The following Exhibits are attached to and made a part of this Lease by this reference hereto:
a. Exhibit A - Site Plan
b. Exhibit B - Landlord Work
B-20
c. Exhibit C - Tenant Work
ARTICLE XX. SPECIAL PROVISIONS
Section 20.01 -
IN WITNESS WHEREOF,Landlord and Tenant have caused this Lease Agreement to be executed effective the day
and year first above written.
LANDLORD: TENANT:
CITY OF EDEN PRAIRIE Jeneka, LLC
By: By:
Ron Case
Its Acting Mayor Its:
Dated:
By:
Rick Getschow
Its City Manager
Dated:
B-21
EXHIBIT"A"-SITE PLAN
,91� v
n1 itfah, . y ,fir,
,,. SV
n 11,1
144t.N v.
kii6Liquor Store Space
IS%, • •
'A '.=7.1,1.
___ 1 `� .hik Complete Nutrition Space -•-
Primary•Space= 1.430
- —"` • ---- Common Area= 165
0 u • Total Leasable= 1,565
r
--- -- u - - I d,�
i
8022
---- —__.—__--- Encore Space f}F,N Rp
-- -� -- — — Primary Space = 3,276 -- -- — EDEN
Common Area = 386 PRAIRIE
II Total Leasable = 3,662 AWN
4I
I i �A��,
Encore teasat}Ie Space Caiculationv
I
Primary Percent Tenant's Total A
Space of [oinmon Sham of Leasable
1$q.Fl Tokdl Argo Comrprm Area Area.
Encore 3,276 70.06% 551 386 3,662
Complete Nutrition 1,400 29.9d% 551 165 1,565
totak Space 4,616 100.00% 551 S5L
B-22
EXHIBIT"B"-LANDLORD'S WORK
1. Remove existing (old) carpet and tile flooring
2. Provide demising walls for leased premises, tape and float all interior walls.
3. Provide a minimum of 200 amp electrical service, with 120/208 volt, 3 phase,
4 wire service to panel, and provide separate natural gas service.
4. All demising walls between tenants and Tenant shall be insulated to minimize
noise from any adjoining tenants.
B-23
EXHIBIT"C"-TENANT'S WORK
C-1