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City Council - 08/19/2014
AGENDA CITY COUNCIL WORKSHOP & OPEN PODIUM MONDAY,AUGUST 19, 2014 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—5:30 p.m. I. JOINT MEETING WITH EDEN PRAIRIE SCHOOL BOARD Council Chambers—6:30 p.m. II. OPEN PODIUM A, Tom Klein—Kristie Lane Abandoned Property III. ADJOURNMENT AGENDA EDEN PRAIRIE CITY COUNCIL MEETING MONDAY,AUGUST 19, 2014 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 Julie Klima, 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 V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, JULY 14, 2014 B. CITY COUNCIL MEETING HELD TUESDAY,JULY 14, 2014 VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS VIII. CONSENT CALENDAR A. CLERK'S LICENSE LIST B. EDEN GARDENS by Homestead Partners. Second Reading of the Ordinance for Planned Unit Development District Review with waivers on 8.39 acres and Zoning District Change from Rural to R1-9.5 on 8.39 Location: Southwest corner of Scenic Heights and Eden Prairie Road. (Ordinance PUD District Review with waivers and Zoning District Change) C. ADOPT RESOLUTION APPROVING FINAL PLAT OF HIGHPOINT AT RILEY CREEK D. ADOPT RESOLUTION APPROVING FINAL PLAT OF EDEN GARDENS E. REJECT BID SUBMITTED BY SOWLES STEEL ERECTORS FOR STEEL ERECTION FOR THE AQUATICS EXPANSION PROJECT CITY COUNCIL AGENDA August 19, 2014 Page 2 F. AWARD QUOTES FOR STEEL ERECTION FOR THE AQUATICS EXPANSION PROJECT TO HIGH FIVE ERECTORS G. APPROVE CONSTRUCTION CHANGE ORDER FOR NORTHWEST ASPHALT INC. FOR THE BURR RIDGE STORM SEWER EMERGENCY REPAIR AND IMPROVEMENT PROJECT H. ADOPT RESOLUTION AWARDING CONTRACT FOR CITY WEST PARKWAY TRAIL TO MINNESOTA DIRT WORKS I. REJECT BID FOR THE LANDSCAPE PROJECT FOR CSAH NO.1 BETWEEN FLYING CLOUD DRIVE AND SHETLAND ROAD J. APPROVE PURCHASE OF NEW CONTROL PANELS FOR LIFT STATIONS NO. 6 AND NO. 7 FROM INTEGRATED PROCESS SOLUTIONS INC. K. APPROVE CONTRACT FOR UPDATING MICROSOFT WINDOWS SERVER LICENSES THROUGH STATE OF MINNESOTA AGREEMENT O1E61724 L. APPROVE ADVANCE FROM CAPITAL IMPROVEMENT AND MAINTENANCE FUND TO THE STORM DRAINAGE FUND M. APPROVE FIRST AMENDED LEASE AGREEMENT BETWEEN THE CITY OF EDEN PRAIRIE AND JENEKA,LLC FOR ENCORE BOUTIQUE AT 8022 DEN ROAD N. APPROVE PURCHASE OF WETLAND CREDITS IN CONNECTION WITH THE SHADY OAK SOUTH PROJECT IX. PUBLIC HEARINGS/MEETINGS X. PAYMENT OF CLAIMS XI. ORDINANCES AND RESOLUTIONS A. FIRST AND SECOND READINGS OF AN ORDINANCE GRANTING HRA AUTHORITY TO EXERCISE THE POWERS GRANTED TO THE CITY BY MINN. STAT. CHAP. 462C B. RESOLUTION APPROVING ISSUANCE OF REVENUE BONDS BY THE HOUSING AND REDEVELOPMENT AUTHORITY TO REFINANCE A MULTIFAMILY HOUSING DEVELOPMENT FOR THE BENEFIT OF CASTLE RIDGE APARTMENTS, LLC XII. PETITIONS, REQUESTS AND COMMUNICATIONS XIII. APPOINTMENTS CITY COUNCIL AGENDA August 19, 2014 Page 3 XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS 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 1. Adopt Resolution Authorizing Acquisition of 11201 Burr Rid2e Lane 2. Establishment of Slow-No Wake Restrictions F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT ANNOTATED AGENDA DATE: August 19, 2014 TO: Mayor and City Council FROM: Rick Getschow, City Manager RE: City Council Meeting for Monday, August 19, 2014 TUESDAY,AUGUST 19, 2014 7:00 PM, COUNCIL CHAMBER I. CALL THE MEETING TO ORDER II. PLEDGE OF ALLEGIANCE 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. HRA MEETING HRA I. ROLL CALL/CALL THE HRA MEETING TO ORDER HRA II. APPROVE MINUTES OF HRA MEETING HELD ON JUY 14, 2014 MOTION: Move to approve minutes of the HRA meeting held July 14, 2014. HRA III. PUBLIC HEARING FOR EDEN GARDENS HOUSING PROJECT A. ADOPT RESOLUTION DETERMINING TO CARRY OUT A HOUSING DEVELOPMENT PROJECT, IDENTIFYING THE AREA, AND ADOPTING FINDINGS B. ADOPT RESOLUTION SELECTING A DEVELOPER,APPROVING PURCHASE AND SALE OF THE PROJECT AREA AND ESTABLISHING TERMS AND CONDITIONS FOR THE HOUSING DEVELOPMENT PROJECT Official notice of this public hearing was published in the July 3, 2014,Eden Prairie News. Synopsis: The Housing and Redevelopment Authority in and for the City of Eden Prairie (the "HRA") is considering the purchase of an approximately 8.4 ANNOTATED AGENDA August 19,2014 Page 2 acre parcel from MnDOT for$900,000 and immediately selling the same parcel to Eden Gardens, LLCs for$950,000 for the Eden Gardens Green Mid-Market single-family housing development. The parcel is located at the southwest corner of Eden Prairie Road and Scenic Heights Road. The $50,000 difference between the HRA purchase price and the price at which the property will be sold to the Developer will be used to cover various costs incurred by the City. Minnesota Statutes Chapter 469.001 to 469.047 (the "HRA Statute")provides authority for the HRA to undertake the Project to provide affordable housing for persons of moderate income and their families. A Purchase Agreement and Housing Project Agreement establish specific requirements of the Developer. Background The Strategic Plan for Housing and Economic Development, adopted by the City Council in October, 2012, included a course of action for establishing a Green, Mid-Market neighborhood at the southwest corner of Scenic Heights Road and Eden Prairie Road. The Project accomplishes the City Council's goal and meets the following purposes identified in MS §469.001: 1)to provide a sufficient supply of adequate, safe, and sanitary dwellings in order to protect the health, safety, morals, and welfare of the citizens of this state; and 2) to remedy the shortage of housing for moderate income residents. The HRA Statute states that public participation in activities intended to meet the purposes of sections 469.001 to 469.047 and the exercise of powers confined by sections 469.001 to 469.047 are public uses and purposes for which private property may be acquired and public money spent. The parcel is currently owned by MnDOT and is left over from construction of Highway 212. The goal is to create an environmentally sustainable single family neighborhood with a majority of homes sold to qualified buyers at moderate income price ranges. In April, 2013, the City held a neighborhood meeting for initial feedback and then released a Request for Proposals seeking a developer for this Project. Following a thorough review of four submittals (one incomplete), the Eden Garden proposal by Homestead Partners (now Eden Gardens, LLC) was selected by the City Council in August, 2013. The Eden Gardens proposal has consistently included 36 single-family homes which will all be Green Path certified and a common open space with community gardens and other amenities. Additional neighborhood meetings and public hearings to gain feedback on the specific design and potential neighborhood impacts have resulted in certain plan amendments and traffic mitigation to address neighborhood ideas and concerns. MnDOT's original appraisal indicated a property value of$950,000. Staff requested and received a reduction in the price to $900,000 due to the need for approximately$50,000 of unanticipated soil correction costs. The HRA will sell the property to Eden Gardens, LLC for$950,000. The $950,000 price constitutes a reduction in Eden Gardens, LLC's original offer to the City as the Developer will be responsible for the unanticipated soil correction costs as well as other matters. The HRA will use the $50,000 difference between the ANNOTATED AGENDA August 19,2014 Page 3 purchase and sale price to cover City/HRA closing, legal, financial consultant review, and development review costs (including a noise study and Planning staff time). The City hired an independent consultant to review Eden Gardens, LLC's pro- forma to ensure that its anticipated costs and profit are within industry standards. The review indicated that its anticipated costs are within standards and its profit margin will be low by industry standards. Eden Gardens, LLC must provide proof of financing for the Project prior to closing. The closing will be simultaneous with the City's purchase of the property from MnDOT. Preference for all home types will be given to buyers who currently live or work in Eden Prairie. To accommodate life-cycle housing, floor plans will include a one-level living option. Sixteen(16)units will be sold at market-rate. This is necessary in order to achieve the goal of providing housing affordable to moderate income homebuyers at an affordable price and to avoid the need for a public cash subsidy for the Project. Twenty(20) of the housing units will be sold only to moderate income homebuyers. Moderate income eligibility is defined as 80- 120% of the Area Median Income ("AMI") or$66,320 - $99,480 with the AMI at $82,900 for homes sold in 2014. This number is adjusted annually by HUD, however the adjustments are generally minor and the AMI remains fairly consistent from year to year. Minnesota Housing Finance Agency(MHFA) annually determines the home cost or loan limits for the 11 County metro area based upon the moderate income range, which is currently$248,000 - $372,000 with the median home cost at$310,000. In order to carry out this Project without a cash subsidy and provide the twenty(20)units for moderate income homebuyers, the actual price ranges of the mid-market homes are anticipated to be in the $330,000-$360,000 range and will therefore likely only be accessible to the upper 20-25% of the income eligibility range. Income eligibility will be overseen by staff in the office of Housing & Community Services, using an application and income verification system that is consistent with the City's current Housing Rehabilitation and First Time Homebuyer programs. The Developer has and will continue to involve Hennepin Technical College in the development process. Specifically, the Developer will involve students in opportunities such as framing a home, learning how "green" mechanical/electrical systems work and learning green techniques used in storm-water management. The Developer will construct the Project in a manner that meets specified Green standards according to the final PUD plans, development approval and housing project agreement by the City/HRA. . All homes will be Green Path certified and include solar options, green and energy efficient construction, use of low VOC paints, recycled insulation, in-garage electric roughed-in for car charging stations, water efficiency, pervious paver walkway option, and low-mow grass lawns. Market rate homes will also use a minimum of 1/3 finger jointed lumber(from more sustainable tree ANNOTATED AGENDA August 19,2014 Page 4 harvesting practices). The neighborhood will include community gardens, a shelter with a green roof and solar panels, rain gardens, walkable streets, solar sidewalk lighting, a paver walkway to the shelter, and primarily native landscaping that requires minimal water and mowing. Prior to closing on homes to individual buyers, the Developer must complete all common infrastructure improvements and amenities (including,but not limited to the alleys, streets, sanitary sewer, water, shelter, tot lot, and storm sewer). All construction waste must be sorted and recycled as appropriate. Park dedication fees for moderate income buyers will be deferred and will be waived entirely if the housing unit remains owned by a qualified moderate income buyer for 10 years. If any moderate income housing unit is resold within 10 years to a buyer who does not meet moderate income eligibility requirements, the seller or buyer must pay the deferred park dedication fee. The amount of park dedication is fixed at the 2014 rate. Further after the initial sale of a moderate income unit by the Developer, the seller of a unit to a buyer who does not meet moderate income eligibility requirements must remit a portion of the profit received by the seller in that transaction to the City for reinvestment in low and moderate income housing initiatives. Both look back requirements will end ten years after the date of the initial purchase of the housing unit from the Developer. MOTION: Move to: • Close the public hearing; and • Adopt the Resolution determining to carry out a Housing Development Project (the "Project"), identifying the project area and adopting findings; and • Adopt the Resolution approving purchase and sale of the project area and establishing terms and conditions for the Project; and • Authorize the Mayor and City Manager to execute the Purchase Agreement, Housing Project Agreement and such other documents as are necessary to consummate the transaction. HRA IV. PUBLIC HEARING TO ADOPT RESOLUTION APPROVING ISSUANCE OF A REVENUE BOND UNDER MINN. STAT. CHAP. 462C TO REFINANCE A MULTIFAMILY HOUSING DEVELOPMENT FOR THE BENEFIT OF CASTLE RIDGE APARTMENTS, LLC Official notice of this public hearing was published in the July 31, 2014, Eden Prairie News. Synopsis: The City of Eden Prairie has asked the Housing and Redevelopment Authority in and for the City of Eden Prairie ("HRA")to refund bonds originally issued ANNOTATED AGENDA August 19,2014 Page 5 by the City in 2004 as part of the Broadmoor Apartments, Inc. project. On August 19, 2014, the City Council adopted an Ordinance granting the HRA the powers, including the powers to issue bonds under the Chapter, granted to the City in Minn. Stat. Chap 462C, and a Resolution approving the HRA's issuance of the refunding bonds. Background Information The City issued its Multifamily Housing Development Revenue Note of 2004, on October 18, 2004, in the original principal amount of$8,000,000, to finance the acquisition by Castle Ridge Apartments, LLC (the "Borrower") of a 227-unit multifamily housing facility located at 635 Prairie Center Drive in the City(the "Project"). The sole member of the Borrower is Castle Ridge Care Center, Inc., a Minnesota nonprofit corporation(the "Sole Member"). The Sole Member is exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), as a result of the application of Section 501(c)(3) of the Code. The Series 2004 Note was issued under the terms of Resolution 2004-18 adopted by the City Council of the City on August 3, 2004. When issued by the City, the Note was transferred to K.S.C.S. Properties, Inc. as a portion of the purchase price for the Project. Under the terms of a Loan Agreement, dated as of October 1, 2004 (the "Loan Agreement"), between the City and the Borrower, the Borrower has agreed to pay amounts sufficient to pay the principal of,premium, if any, and interest on the Series 2004 Note when due. Since the issuance of the Series 2004 Note, the Borrower has acquired nine (9) additional units of the Project and has requested that the City issue a new obligation to refund the Series 2004 Note, in the original aggregate principal amount of up to $10,000,000 ("the "Series 2014 Note"). The Series 2004 Note was not issued as a bank-qualified obligation since the purchaser was not a bank or financial institution. The proposed purchaser of the Series 2014 Note will be a bank and, as a result, the Series 2014 Note will need to be designated as a bank-qualified obligation. The City has already issued tax exempt bonds for 2014. However, the HRA, if granted authority by the City, may issue such bonds. On August 19, 2014, the City granted the HRA the authority to issue such bonds and adopted a resolution specifically approving the issuance of the Series 2014 Note. The Series 2014 Note is expected to be purchased by Minnwest Bank(the "Lender"). The proceeds derived from the sale of the Series 2014 Note will be loaned to the Borrower under the terms of a Loan Agreement between the HRA and the Borrower under which the Borrower will be absolutely and unconditionally obligated to repay the loan, together with interest thereon, at times and in amounts sufficient to pay when due the principal of and interest on the Series 2014 Note. The HRA will assign its right to the basic payments and certain other rights under the Loan Agreement to the Lender under the terms of an Assignment of Loan Agreement between the HRA, the Borrower, and the Lender. To further secure its obligations under the Loan Agreement, including but not limited to its obligation to pay all payments due and owing under the Series 2014 Note, the Borrower will execute and deliver to the Lender a Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents,between the ANNOTATED AGENDA August 19,2014 Page 6 Borrower and the Lender, and additional security documents required by the Lender as a condition to its purchase of the Series 2014 Note. MOTION: Move to: _ • Close the public hearing; and • Adopt the Resolution authorizing the issuance, sale, and delivery of a revenue obligation under Minn. Stat. Chap. 462C, as amended; authorizing the loan of the proceeds of the revenue obligation to Castle Ridge Apartments, LLC, to refinance a multifamily housing development; approving the form of and authorizing the execution and delivery of the revenue obligation and related documents; and providing for the security, rights, and remedies with respect to the revenue obligation. HRA V. ADJOURNMENT MOTION: Move to adjourn the HRA. CITY COUNCIL MEETING IV. PROCLAMATIONS /PRESENTATIONS 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,JULY 14, 2014 B. CITY COUNCIL MEETING HELD TUESDAY,JULY 14, 2014 VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS VIII. CONSENT CALENDAR MOTION: Move approval of items A-N on the Consent Calendar. A. CLERK'S LICENSE LIST B. EDEN GARDENS by Homestead Partners. Second Reading of the Ordinance for Planned Unit Development District Review with waivers on 8.39 acres and Zoning District Change from Rural to R1-9.5 on 8.39 Location: Southwest corner of Scenic Heights and Eden Prairie Road. (Ordinance PUD District Review with waivers and Zoning District Change) ANNOTATED AGENDA August 19,2014 Page 7 C. ADOPT RESOLUTION APPROVING FINAL PLAT OF HIGHPOINT AT RILEY CREEK D. ADOPT RESOLUTION APPROVING FINAL PLAT OF EDEN GARDENS E. REJECT BID SUBMITTED BY SOWLES STEEL ERECTORS FOR STEEL ERECTION FOR THE AQUATICS EXPANSION PROJECT F. AWARD QUOTES FOR STEEL ERECTION FOR THE AQUATICS EXPANSION PROJECT TO HIGH FIVE ERECTORS G. APPROVE CONSTRUCTION CHANGE ORDER FOR NORTHWEST ASPHALT INC. FOR THE BURR RIDGE STORM SEWER EMERGENCY REPAIR AND IMPROVEMENT PROJECT H. ADOPT RESOLUTION AWARDING CONTRACT FOR CITY WEST PARKWAY TRAIL TO MINNESOTA DIRT WORKS I. REJECT BID FOR THE LANDSCAPE PROJECT FOR CSAH NO.1 BETWEEN FLYING CLOUD DRIVE AND SHETLAND ROAD J. APPROVE PURCHASE OF NEW CONTROL PANELS FOR LIFT STATIONS NO. 6 AND NO. 7 FROM INTEGRATED PROCESS SOLUTIONS INC. K. APPROVE CONTRACT FOR UPDATING MICROSOFT WINDOWS SERVER LICENSES THROUGH STATE OF MINNESOTA AGREEMENT 01E61724 L. APPROVE ADVANCE FROM CAPITAL IMPROVEMENT AND MAINTENANCE FUND TO THE STORM DRAINAGE FUND M. APPROVE FIRST AMENDED LEASE AGREEMENT BETWEEN THE CITY OF EDEN PRAIRIE AND JENEKA, LLC FOR ENCORE BOUTIQUE AT 8022 DEN ROAD N. APPROVE PURCHASE OF WETLAND CREDITS IN CONNECTION WITH THE SHADY OAK SOUTH PROJECT IX. PUBLIC HEARINGS /MEETINGS X. PAYMENT OF CLAIMS MOTION: Move approval of Payment of Claims as submitted (Roll Call Vote). XI. ORDINANCES AND RESOLUTIONS A. FIRST AND SECOND READINGS OF AN ORDINANCE GRANTING HRA AUTHORITY TO EXERCISE THE POWERS GRANTED TO THE CITY BY MINN. STAT. CHAP. 462C ANNOTATED AGENDA August 19,2014 Page 8 Synopsis: The Housing and Redevelopment Authority in and for the City of Eden Prairie ("HRA") has been asked to refund bonds originally issued by the City in 2004 as part of the Broadmoor Apartments, Inc. project. The attached ordinance grants the HRA the powers, including the powers to issue bonds under the Chapter, granted to the City in Minn. Stat. Chap 462C. MOTION: Move to approve the First and Second Readings of the Ordinance granting the Housing and Redevelopment Authority in and for the City of Eden Prairie the powers granted to the City by Minn. Stat. Chap. 462C. B. RESOLUTION APPROVING ISSUANCE OF REVENUE BONDS BY THE HOUSING AND REDEVELOPMENT AUTHORITY TO REFINANCE A MULTIFAMILY HOUSING DEVELOPMENT FOR THE BENEFIT OF CASTLE RIDGE APARTMENTS,LLC Synopsis: The City issued its Multifamily Housing Development Revenue Note of 2004, on October 18, 2004, in the original principal amount of$8,000,000, to finance the acquisition by Castle Ridge Apartments, LLC (the "Borrower") of a 227-unit multifamily housing facility located at 635 Prairie Center Drive in the City (the"Project"). The sole member of the Borrower is Castle Ridge Care Center, Inc., a Minnesota nonprofit corporation(the "Sole Member"). The Sole Member is exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended(the "Code"), as a result of the application of Section 501(c)(3) of the Code. The Series 2004 Note was issued under the terms of Resolution 2004-18 adopted by the City Council of the City on August 3, 2004. When issued by the City, the Note was transferred to K.S.C.S. Properties, Inc. (the "Lender") as a portion of the purchase price for the Project. Under the terms of a Loan Agreement, dated as of October 1, 2004 (the "Loan Agreement"), between the City and the Borrower, the Borrower has agreed to pay amounts sufficient to pay the principal of, premium, if any, and interest on the Series 2004 Note when due. The Series 2004 Note was not issued as a bank-qualified obligation since the purchaser was not a bank or financial institution. The Borrower has requested that the City issue a new obligation to refund the Series 2004 Note (the"Refunding Note"). The proposed purchaser of the Refunding Note will be a bank and, as a result, the Refunding Note will need to be designated as a bank-qualified obligation. The City has already issued tax exempt bonds for 2014. However, the HRA, if granted authority by the City, may issue such bonds. The attached Ordinance grants the HRA the authority to issue such bonds on behalf of the City. To be designated as a bank-qualified obligation, section 147(f) of the Code requires the Refunding Note to be approved by the applicable elected representative of the governmental unit which issued the bonds or on behalf of which the bonds were issued. As the Council is an applicable elected representative of the City, and therefore, the applicable elected representative of the HRA, the attached Resolution ANNOTATED AGENDA August 19,2014 Page 9 specifically approves the HRA's issuance of the Refunding Note in the principal amount of up to $10,000,000. MOTION: Move to adopt the Resolution approving the issuance of revenue bonds by the Housing and Redevelopment Authority in and for the City of Eden Prairie under Minn. Stat. Chap. 462C to refinance a multifamily housing development for the benefit of Castle Ridge Apartments, LLC XII. PETITIONS, REQUESTS AND COMMUNICATIONS XIII. APPOINTMENTS XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS 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 1. Adopt Resolution Authorizing Acquisition of 11201 Burr Rid2e Lane Synopsis: The Property was declared a hazardous building, demolished, and removed by the City. The City now seeks to acquire the Property to construct a storm sewer system and to stabilize and repair soils. After negotiations by and between the City Attorney's Office and the attorney for the owners of the Property, the City Attorney's Office recommends the City purchase the Property for$450,000.00 in exchange for a full and final release and waiver of any and all claims the owners of the Property have, or may have, against the City. Background Information Erosion exposed the foundation of the residence located on the Property. The City entered into a construction contract to stabilize and repair the soils at the Property(the "Project"). During construction the Property was subject to extensive amounts of rain. Erosion continued at a rapid rate, and the residence was at imminent risk of failure and collapse. The Chief Building Official posted a notice that the residence was uninhabitable, and an Order Declaring Emergency notified the owners of the Property that the City Council would hold an emergency meeting regarding the immediate demolition and removal of the residence. The City Council subsequently adopted Resolution No. 2014-54,which ordered the immediate demolition and removal of the residence to protect public health, safety and welfare. ANNOTATED AGENDA August 19,2014 Page 10 Following demolition,the City Attorney's Office and the Property owners negotiated a Settlement Agreement, Release, and Waiver wherein the City will acquire the Property for$450,000.00 and the owners release any and all claims they have, or may have, against the City related to the Project. The City Attorney's Office and the Public Works Director recommend the City acquire the Property for$450,000.00, execute the Settlement Agreement, Release, and Waiver, and further authorize the City Attorney's Office to execute any other documents necessary to acquire the Property. MOTION: Move to Adopt the Resolution authorizing execution of the negotiated Settlement Agreement, Release, and Waiver and other documents necessary to conclude the acquisition of 11201 Burr Ridge Lane for $450,000. 2. Establishment of Slow-No Wake Restrictions Synopsis: Minnesota Rules gives cities the authority to adopt ordinances that regulate watercraft speeds on lakes within its jurisdiction. Cities may adopt rules establishing maximum watercraft speed limits that apply during specified time periods or that are placed into effect based upon specific lake water elevations. An ordinance adopting speed regulations shall provide for their enforcement and prescribe penalties for noncompliance. However, before adopting ordinances the City must submit them to the commissioner of the Department of Natural Resources (DNR) for review and approval. The DNR prescribes standards that a local government must follow in enacting an ordinance that imposes speed limits on watercraft. According to DNR rules, the maximum speed allowable for watercraft in a"Slow-No Wake"means operation at the slowest possible speed necessary to maintain steerage and in no case greater than five mph. DNR rules also allow cities to set speed limit cutoffs at 15 mph and 40 mph. The procedure for gaining DNR approval begins with the City holding a public hearing on the proposed ordinance. After the public hearing the City must submit the proposed ordinance, a record of the public hearing comments, and additional related information to the DNR. After receiving all of the required information the DNR has 120 days to notify the City of its approval or denial of the ordinance. Upon approval the City may adopt the ordinance in the same manner it adopts all other ordinances. After adoption the City must provide notification to the public which includes placement of a sign at each public watercraft launching facility outlining essential elements of the ordinance. For lakes whose boundaries are shared by multiple cities, both cities must enact similar ordinances. No action is requested. This is an informational item. ANNOTATED AGENDA August 19,2014 Page 11 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. AGENDA CITY OF EDEN PRAIRIE HOUSING AND REDEVELOPMENT AUTHORITY TUESDAY, AUGUST 19, 2014 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road HOUSING AND REDEVELOPMENT AUTHORITY MEMBERS: Chair Nancy Tyra- Lukens, Council Members Brad Aho, Ron Case, Sherry Butcher Wickstrom, and Kathy Nelson CITY STAFF: City Manager Rick Getschow, Public Works Director Robert Ellis, City Planner Julie Klima, Community Development Director Janet Jeremiah, City Attorney Ric Rosow, Finance Director Sue Kotchevar and Recorder Jan Curielli I. ROLL CALL /CALL THE HRA MEETING TO ORDER II. APPROVE MINUTES OF HRA MEETING HELD ON JULY 14, 2014 III. PUBLIC HEARING FOR EDEN GARDENS HOUSING PROJECT A. ADOPT RESOLUTION DETERMINING TO CARRY OUT A HOUSING DEVELOPMENT PROJECT,IDENTIFYING THE AREA, AND ADOPTING FINDINGS B. ADOPT RESOLUTION SELECTING A DEVELOPER,APPROVING PURCHASE AND SALE OF THE PROJECT AREA AND ESTABLISHING TERMS AND CONDITIONS FOR THE HOUSING DEVELOPMENT PROJECT IV. PUBLIC HEARING TO ADOPT RESOLUTION APPROVING ISSUANCE OF A REVENUE BOND UNDER MINN. STAT. CHAP. 462C TO REFINANCE A MULTIFAMILY HOUSING DEVELOPMENT FOR THE BENEFIT OF CASTLE RIDGE APARTMENTS, LLC V. ADJOURNMENT HRA ITEM NO.: II UNAPPROVED MINUTES HOUSING AND REDEVELOPMENT AUTHORITY MONDAY,JULY 14, 2014 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road HOUSING AND REDEVELOPMENT AUTHORITY MEMBERS: Chair 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, Finance Director Sue Kotchevar, City Attorney Ric Rosow and Council Recorder Jan Curielli I. ROLL CALL/CALL THE HRA MEETING TO ORDER Chair Tyra-Lukens called the meeting to order at 9:35 PM. All HRA commissioners were present. II. APPROVE MINUTES OF HRA MEETING HELD ON DECEMBER 3, 2013 MOTION: Aho moved, seconded by Nelson, to approve the minutes of the HRA meeting held December 3, 2013. Motion carried 5-0. III. PUBLIC HEARING TO APPROVE EDEN GARDENS HOUSING PROJECT AND HOUSING AGREEMENT, SET INCOME AND PRICE REQUIREMENTS,AND APPROVE THE PURCHASE AND SALE OF THE PROPERTY AT THE SOUTHWEST CORNER OF SCENIC HEIGHTS ROAD AND EDEN PRAIRIE MOTION: Nelson moved, seconded by Aho, to continue to August 19, 2014 the public hearing on Eden Gardens and consideration of the resolutions relating thereto. Motion carried 5-0. VI. ADJOURNMENT MOTION: Butcher Wickstrom moved, seconded by Case, to adjourn the HRA meeting. Motion carried 5-0. Chair Tyra-Lukens adjourned the HRA meeting at 9:36 PM. HOUSING & REDEVELOPMENT AUTHORITY AGENDA DATE: August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: HRA ITEM NO: III. Community Development: Resolutions approving Eden Gardens Janet Jeremiah, David Lindahl, housing project and housing agreement, Molly Koivumaki setting income and price requirements, and approving the purchase and sale of the property at the southwest corner of Scenic Heights Road and Eden Prairie Requested Action: Move to: • Close the public hearing; and • Adopt the Resolution determining to carry out a Housing Development Project(the "Project"), identifying the project area and adopting findings; and • Adopt the Resolution approving purchase and sale of the project area and establishing terms and conditions for the Project; and • Authorize the Mayor and City Manager to execute the Purchase Agreement, Housing Project Agreement and such other documents as are necessary to consummate the transaction. Synopsis: The Housing and Redevelopment Authority in and for the City of Eden Prairie (the"HRA") is considering the purchase of an approximately 8.4 acre parcel from MnDOT for$900,000 and immediately selling the same parcel to Eden Gardens, LLCs for$950,000 for the Eden Gardens Green Mid-Market single-family housing development. The parcel is located at the southwest corner of Eden Prairie Road and Scenic Heights Road. The $50,000 difference between the HRA purchase price and the price at which the property will be sold to the Developer will be used to cover various costs incurred by the City. Minnesota Statutes Chapter 469.001 to 469.047 (the"HRA Statute")provides authority for the HRA to undertake the Project to provide affordable housing for persons of moderate income and their families. A Purchase Agreement and Housing Project Agreement establish specific requirements of the Developer. Background: The Strategic Plan for Housing and Economic Development, adopted by the City Council in October, 2012, included a course of action for establishing a Green, Mid-Market neighborhood at the southwest corner of Scenic Heights Road and Eden Prairie Road. The Project accomplishes the City Council's goal and meets the following purposes identified in MS §469.001: 1) to provide a sufficient supply of adequate, safe, and sanitary dwellings in order to protect the health, safety, morals, and welfare of the citizens of this state; and 2) to remedy the shortage of housing for moderate income residents. The HRA Statute states that public participation in activities intended to meet the purposes of sections 469.001 to 469.047 and the exercise of powers confined by sections 469.001 to 469.047 are public uses and purposes for which private property may be acquired and public money spent. The parcel is currently owned by MnDOT and is left over from construction of Highway 212. The goal is to create an environmentally sustainable single family neighborhood with a majority of homes sold to qualified buyers at moderate income price ranges. In April, 2013, the City held a neighborhood meeting for initial feedback and then released a Request for Proposals seeking a developer for this Project. Following a thorough review of four submittals (one incomplete), the Eden Garden proposal by Homestead Partners (now Eden Gardens, LLC) was selected by the City Council in August, 2013. The Eden Gardens proposal has consistently included 36 single- family homes which will all be Green Path certified and a common open space with community gardens and other amenities. Additional neighborhood meetings and public hearings to gain feedback on the specific design and potential neighborhood impacts have resulted in certain plan amendments and traffic mitigation to address neighborhood ideas and concerns. MnDOT's original appraisal indicated a property value of$950,000. Staff requested and received a reduction in the price to $900,000 due to the need for approximately$50,000 of unanticipated soil correction costs. The HRA will sell the property to Eden Gardens, LLC for$950,000. The $950,000 price constitutes a reduction in Eden Gardens, LLC's original offer to the City as the Developer will be responsible for the unanticipated soil correction costs as well as other matters. The HRA will use the $50,000 difference between the purchase and sale price to cover City/HRA closing, legal, financial consultant review, and development review costs (including a noise study and Planning staff time). The City hired an independent consultant to review Eden Gardens, LLC's pro-forma to ensure that its anticipated costs and profit are within industry standards. The review indicated that its anticipated costs are within standards and its profit margin will be low by industry standards. Eden Gardens, LLC must provide proof of financing for the Project prior to closing. The closing will be simultaneous with the City's purchase of the property from MnDOT. Preference for all home types will be given to buyers who currently live or work in Eden Prairie. To accommodate life-cycle housing, floor plans will include a one-level living option. Sixteen(16)units will be sold at market-rate. This is necessary in order to achieve the goal of providing housing affordable to moderate income homebuyers at an affordable price and to avoid the need for a public cash subsidy for the Project. Twenty(20) of the housing units will be sold only to moderate income homebuyers. Moderate income eligibility is defined as 80-120% of the Area Median Income ("AMI") or$66,320 - $99,480 with the AMI at$82,900 for homes sold in 2014. This number is adjusted annually by HUD, however the adjustments are generally minor and the AMI remains fairly consistent from year to year. Minnesota Housing Finance Agency(MHFA) annually determines the home cost or loan limits for the 11 County metro area based upon the moderate income range, which is currently$248,000 - $372,000 with the median home cost at$310,000. In order to carry out this Project without a cash subsidy and provide the twenty(20)units for moderate income homebuyers, the actual price ranges of the mid-market homes are anticipated to be in the $330,000-$360,000 range and will therefore likely only be accessible to the upper 20-25% of the income eligibility range. Income eligibility will be overseen by staff in the office of Housing& Community Services, using an application and income verification system that is consistent with the City's current Housing Rehabilitation and First Time Homebuyer programs. The Developer has and will continue to involve Hennepin Technical College in the development process. Specifically, the Developer will involve students in opportunities such as framing a home, learning how"green"mechanical/electrical systems work and learning green techniques used in storm- water management. The Developer will construct the Project in a manner that meets specified Green standards according to the final PUD plans, development approval and housing project agreement by the City/HRA. . All homes will be Green Path certified and include solar options, green and energy efficient construction, use of low VOC paints, recycled insulation, in-garage electric roughed-in for car charging stations, water efficiency, pervious paver walkway option, and low-mow grass lawns. Market rate homes will also use a minimum of 1/3 finger jointed lumber(from more sustainable tree harvesting practices). The neighborhood will include community gardens, a shelter with a green roof and solar panels, rain gardens, walkable streets, solar sidewalk lighting, a paver walkway to the shelter, and primarily native landscaping that requires minimal water and mowing. Prior to closing on homes to individual buyers, the Developer must complete all common infrastructure improvements and amenities (including, but not limited to the alleys, streets, sanitary sewer, water, shelter, tot lot, and storm sewer). All construction waste must be sorted and recycled as appropriate. Park dedication fees for moderate income buyers will be deferred and will be waived entirely if the housing unit remains owned by a qualified moderate income buyer for 10 years. If any moderate income housing unit is resold within 10 years to a buyer who does not meet moderate income eligibility requirements, the seller or buyer must pay the deferred park dedication fee. The amount of park dedication is fixed at the 2014 rate. Further after the initial sale of a moderate income unit by the Developer, the seller of a unit to a buyer who does not meet moderate income eligibility requirements must remit a portion of the profit received by the seller in that transaction to the City for reinvestment in low and moderate income housing initiatives. Both look back requirements will end ten years after the date of the initial purchase of the housing unit from the Developer. Attachments: Resolutions Purchase Agreement Housing Project Agreement HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE COUNTY OF HENNEPIN STATE OF MINNESOTA H.R.A. RESOLUTION NO. 2014-01 A RESOLUTION DETERMINING TO CARRY OUT A HOUSING DEVELOPMENT PROJECT,IDENTIFYING THE AREA,AND ADOPTING FINDINGS BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority("HRA") in and for the City of Eden Prairie, Minnesota, as follows: RECITALS WHEREAS,pursuant to Minn. Stat. 469.017, the HRA has the authority to complete a housing development project; WHEREAS, there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City; WHEREAS, in order to partially alleviate the shortage, the HRA has determined to carry out a housing development project(the "Project"); WHEREAS, the goals for the Project are to increase environmental sustainability/energy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green" measures with 20 of the housing units to be sold to people with moderate incomes as defined below; WHEREAS, in order to ensure that the Project partially alleviates the shortage of moderate income housing, the HRA will establish moderate income and price limits for the Project; WHEREAS, based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, the HRA has determined that 16 of the housing units in the Project may be sold at market rates. The remaining 20 of the housing units must be sold to people with incomes and at the prices set forth below. NOW THEREFORE, THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE HEREBY RESOLVES AS FOLLOWS: 1. Recitals. All of the Recitals set forth above are incorporated herein. 1 2. Findings. The HRA finds that there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City. 3. Determination. In order to partially alleviate the shortage, the HRA determines to carry out the Project. 4. Project Area. The property on which the Project will be constructed is located at the southwest corner of Eden Prairie Road and Scenic Heights Road as illustrated on attached Exhibit A("Project Area") and is legally described on attached Exhibit B. 5. Project Feasibility. Based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, 16 of the housing units in the Project may be sold at market rates. The market rate units shall be built on Blocks 1 and 5 as shown on the Preliminary Plat of Eden Gardens. The 20 Moderate Income Units must be sold: (i) to people who qualify under the Moderate Income Limits set forth below in B; and (ii) at the Affordable Housing Prices set forth below in C. 6. Moderate Income Limits. The U.S. Department of Housing and Urban Development annually determines the area median income for Hennepin County ("Area Median Income"). The Area Median Income is published annually in December for use in the following year. The HRA hereby determines that the moderate income limits for the Project (the "Moderate Income Limits") shall be 80% to 120% of the Area Median Income. (For example, the Area Median Income for Hennepin County published in December 2013 for use in the year 2014 was $82,900. The moderate income limits for all Moderate Income Units sold in 2014 is $66,320 to $99,480.) 7. Affordable Housing Prices. Based upon the Area Median Income the Minnesota Housing Finance Authority annually sets a loan limit for the 11-County Metro ("Area Affordable Price"). The Area Affordable Price is published in December for use in the following year. For purposes hereof, the affordable housing prices for persons of moderate income for the Project shall be 80% to 120% of the Area Affordable Price (the "Affordable Housing Prices") (For example, the Area Affordable Price published in December 2013 for use in the year 2014 was $310,000. Consequently, the Affordable Housing Prices for all Moderate Income Units sold in 2014 is $248,000 to $372,000.) ADOPTED by the Housing and Redevelopment Authority in and for the City of Eden Prairie this 19th day of August, 2014. Nancy Tyra-Lukens, Chair 2 ATTEST: Rick Getschow, Executive Director CERTIFICATION I, Rick Getschow, Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, County of Hennepin, Minnesota, hereby certify that the foregoing is a true and correct copy of H.R.A. Resolution No. 2014 - 01 passed by the Authority on the 19th day of August, 2014. Executive Director 3 EXHIBIT A TO H.R.A. RESOLUTION NO. 2014-0 1 Depiction of Project Area scenic «\&SIc s • «ate; • •(—. • eee Hog na • victory Rm Cr'. \ % ) t s \ &- & rid- « r k \ \. Vi 2 D Mtr %R y]eew dam ,_w 4 EXHIBIT B TO H.R.A. RESOLUTION NO. 2014-01 Legal Description of Project Area Parcel I: That part of Tract A described below: Tract A.That part of the Southwest Quarter of the Southeast Quarter of Section 17,Township 116 North,Range 22 West,Hennepin County,Minnesota,described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter;thence north along the east line thereof 914 feet;thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet,more or less,to the centerline of County Road No.4;thence northerly along said centerline 116.3 feet;thence westerly 482.6 feet, more or less to a point 1,018.6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17;thence west along the south line thereof 274 feet;thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet;thence south along said line 1,018.6 feet to south line thereof;thence east along said south line 274 feet to point of beginning;excepting therefrom said County Road No. 4; which lies southerly of Line I described below: Line 1. Beginning at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing,along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees I I minutes 19 seconds for 161.05 feet;thence South 76 degrees 10 minutes 15 seconds East 36.57 feet;thence South 64 degrees 51 minutes 39 seconds East 50.99 feet;thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line I to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; 5 together with that part of Tract A hereinbefore described,adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A,distant 23.06 feet southerly of its intersection with said 50 foot parallel line;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described,which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North,Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1_ Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; 6 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots 1-10, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 7 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE COUNTY OF HENNEPIN STATE OF MINNESOTA H.R.A. RESOLUTION NO. 2014-02 A RESOLUTION SELECTING A DEVELOPER,APPROVING PURCHASE AND SALE OF THE PROJECT AREA AND ESTABLISHING TERMS AND CONDITIONS FOR THE HOUSING DEVELOPMENT PROJECT. BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority("HRA") in and for the City of Eden Prairie, Minnesota, as follows: RECITALS WHEREAS, pursuant to Minn. Stat. 469.017, the HRA has the authority to complete a housing development project; WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-01 at a duly noticed meeting on August 19, 2014. In H.R.A. Resolution No. 2014-01 the HRA found that there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City and determined to carry out a housing development project to partially alleviate the shortage (the "Project"); WHEREAS, the property on which the Project will be constructed is located at the southwest corner of Eden Prairie Road and Scenic Heights Road as illustrated on attached Exhibit A ("Project Area") and is legally described on attached Exhibit B. WHEREAS, the Project Area is currently owned by the Minnesota Department of Transportation ("MnDOT") and is available for purchase by the HRA to carry out the Project; WHEREAS, the goals for the Project are to increase environmental sustainability/energy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green" measures with 20 of the housing units to be sold to people with moderate incomes; WHEREAS, in order to ensure that the housing development project partially alleviates the shortage of moderate income housing, the HRA in H.R.A. Resolution No. 2014-01 established moderate income and affordability limits for the Project; WHEREAS, the HRA issued a Request for Proposals in order to select a developer to carry out the Project; 1 WHEREAS, the HRA intends to purchase the Project Area from MnDOT and sell the Project Area to the selected developer; WHEREAS, the HRA has held a duly noticed public hearing regarding the purchase and sale of the Project Area on August 19, 2014; NOW THEREFORE, THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE HEREBY RESOLVES AS FOLLOWS: 1. Recitals. All of the Recitals set forth above are incorporated herein. 2. Purchase. The HRA hereby approves the purchase of the Project Area from the MnDOT in order to carry out the Project. 3. Developer. The HRA hereby selects Eden Gardens, LLC (as successor to Homestead Partners, LLC) to carry out the Project based review of all proposals submitted, information provided by Homestead Partners, LLC and the other applicants, and the information provided at the public hearing. Homestead Partners, LLC submitted a proposal that complies with the Request for Proposals; complies with the income and pricing limits established by the HRA; and meets the HRA's goals for the housing development project to increase sustainability/energy efficiency and single family housing affordability. 4. Fair Market Value. The HRA hereby sets the estimated fair market value of the Project Area at $950,000.00, based on the MnDOT 2012 Market Value Summary Appraisal Report issued by Day Group, LLC. 5. Sale. The HRA hereby approves the sale of the Project Area to Eden Gardens, LLC for$950,000.00 in order to carry out the Project. The HRA hereby approves the Purchase Agreement attached hereto as Exhibit C and authorizes the execution of the Purchase Agreement by the appropriate HRA officers. The sale of the Project Area to Eden Gardens, LLC is conditioned on the execution of the Housing Project Agreement between the HRA and Eden Gardens, LLC, attached hereto as Exhibit D. ADOPTED by the Housing and Redevelopment Authority in and for the City of Eden Prairie this 19th day of August, 2014. Nancy Tyra-Lukens, Chair ATTEST: Rick Getschow, Executive Director 2 CERTIFICATION I, Rick Getschow, Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, County of Hennepin, Minnesota, hereby certify that the foregoing is a true and correct copy of the H.R.A. Resolution No. 2014 — 02 passed by the Authority on the 19th day of August, 2014. Executive Director 3 EXHIBIT A to H.R.A. RESOLUTION 2014-02 Depiction of Project Area c • riei.hls- S• +r F fA�rj;i I�G3CCrl C 4 • S(2l -1[ ViCtnry LUther$r i p; R+ CJ F m rrk O ri7 MiIlford 7r U7 MiNforf�uC ��1I!�`nrfi 1r Map bamC201'Gcrogie 4 EXHIBIT B to H.R.A. RESOLUTION 2014-02 Legal Description of Project Area Parcel 1: That part of Tract A described below: Tract A.That part of the Southwest Quarter of the Southeast Quarter of Section 17,Township 116 North,Range 22 West,Hennepin County,Minnesota,described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter;thence north along the east line thereof 914 feet;thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet,more or less,to the centerline of County Road No.4;thence northerly along said centerline 116.3 feet;thence westerly 482.6 feet, more or less to a point 1,018.6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17;thence west along the south line thereof 274 feet;thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet;thence south along said line 1,018.6 feet to south line thereof;thence east along said south line 274 feet to point of beginning;excepting therefrom said County Road No. 4; which lies southerly of Line I described below: Line 1. Beginning at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing,along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence South 76 degrees 10 minutes 15 seconds East 36.57 feet;thence South 64 degrees 51 minutes 39 seconds East 50.99 feet;thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; 5 together with that part of Tract A hereinbefore described,adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A,distant 23.06 feet southerly of its intersection with said 50 foot parallel line;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described,which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North,Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1_ Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; 6 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots 1-10, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 7 EXHIBIT C to H.R.A. RESOLUTION NO. 2014-02 Purchase Agreement PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is dated as of August 19, 2014 between the Housing Redevelopment Authority in and for the City of Eden Prairie, Minnesota a municipal corporation and political subdivision organized and existing under the Constitution and the laws of the State of Minnesota(referred to as "Seller") and Eden Gardens, LLC, a Minnesota limited liability company(referred to as "Buyer"). RECITALS The Minnesota Department of Transportation (referred to as "MnDOT") is the fee owner of certain real property located in Hennepin County, Minnesota, containing approximately 8.44 acres, legally described on the attached Exhibit A (the "Land"). The Land, together with all buildings and improvements constructed or located on the Land and all easements and rights benefiting or appurtenant to the Land is collectively referred to herein as the "Real Property". WHEREAS, Seller has determined that there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City; WHEREAS, in order to alleviate the housing shortage, the HRA has determined to carry out a housing development project pursuant to Minn. Stat. 469.017(the "Project"); WHEREAS, the goals for the Project are to increase environmental sustainability/energy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green" measures with 20 of the housing units to be sold to people with moderate incomes; WHEREAS, in order to ensure that the housing development project partially alleviates the shortage of moderate income housing, the HRA will establish moderate income and price limits and buyer eligibility requirements for the housing development project; WHEREAS, Seller has adopted H.R.A. Resolution No. 2014-01 and H.R.A. Resolution No. 2014-02 relating to the housing development project, approving the project, approving purchase and sale of the Real Property, and establishing regulations for the project. WHEREAS, Seller intends to acquire the Real Property from MnDOT after which Seller desires to sell the Real Property to Buyer and Buyer desires to purchase the Real Property from Seller, pursuant to the terms of this Agreement. Upon purchase of the Real Property Buyer shall complete the housing development project on the Real Property. 8 For purposes of this Agreement the effective date is the later date both Seller and Buyer shall have executed this Agreement ("Effective Date") as shown by the dates next to their signature blocks. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Sale of Real Property. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the Real Property. 2. Purchase Price. The purchase price to be paid by Buyer to Seller is Nine Hundred Fifty Thousand and no/100 Dollars ($950,000.000). 3. Payment of Purchase Price. The Purchase Price shall be paid as follows: 3.1 Earnest Money. One Hundred Thousand and no/100 Dollars ($100,000) as earnest money ("Earnest Money") which Earnest Money shall be held by Custom Home Builders Title ("Escrow Agent") in an interest bearing escrow account, pursuant to the Escrow Agreement attached hereto as Exhibit B, provided, however, that the fee for any such account shall be paid by Buyer. The Earnest Money shall be deposited within three (3) business days of the Effective Date. Unless otherwise disbursed pursuant to the Escrow Agreement, the Earnest Money and all interest accrued thereon shall be paid to Seller at Closing and credited against the Purchase Price. 3.2 Closing Payment. Subject to adjustments provided for herein, Eight Hundred Fifty Thousand and no/100 Dollars ($850,000.00) in cash or by wire transfer of U.S. Federal Funds to be received by Seller on or before 1:00 p.m. local time on the Closing Date. 4. A. Buyer's Contingencies. Unless waived by Buyer in writing, Buyer's obligation to purchase the Real Property shall be subject to and contingent upon each of the following: 4.1 Performance of Seller's Obligations. Seller shall have performed all of the obligations required to be performed by Seller under this Agreement, as and when required by this Agreement. 4.2 Title. Title shall have been found acceptable by Buyer or made acceptable in accordance with the requirements and terms of Section 10 below. 4.3 Phase I. No later than forty-five (45) days after the Effective Date Buyer shall have determined that it is satisfied with a Phase I Environmental Report (prepared in accordance with the current ASTM standard for Phase I environmental site assessments) to be prepared with regard to the Real 9 Property by an environmental consultant reasonably acceptable to Buyer (the "Phase I"). Buyer shall cause the Phase Ito be prepared no later than thirty-five (35) days after the Effective Date at Buyer's cost and expense. Buyer shall deliver a copy to Seller within three (3) business days after any termination of this Agreement. 4.4 Testing. No later than forty-five (45) days after the Effective Date Buyer shall have determined that it is satisfied with the results of and matters disclosed by any soil tests, engineering inspections, hazardous waste and environmental reviews of the Real Property, all such tests, inspections and reviews to be obtained at Buyer's sole cost and expense. 4.5 No Adverse Action. There shall not exist on the Closing Date any lawsuit, governmental investigation or other proceeding challenging the transaction contemplated in this Purchase Agreement, or which might adversely affect the right of Buyer to own, develop, or use the Real Property after the Closing Date for Buyer's intended use. 4.6 Governmental Approval. No later than one-hundred twenty (120) days after the application date Buyer shall have obtained approval from the City of Eden Prairie all full and final approvals for a housing development, including, without limitation, City Council approval of: a Resolution for Planned Unit Development Concept Review, 1st and 2nd Reading of an Ordinance for Planned Unit Development District Review and Zoning District Change, Site Plan Review, (hereinafter collectively referred to as "Governmental Approvals"). Seller shall without charge to Buyer cooperate in Buyer's attempts to obtain all such governmental approvals. Seller shall further execute such rezoning applications, plans, environmental worksheets and other documents as may be required by governmental bodies to accomplish the foregoing. Buyer has made application with the City of Eden Prairie for the Government Approvals. 4. B. Termination by Buyer. If any of the foregoing contingencies set forth in Section 4. A. of this Agreement have not been satisfied, in Buyer's sole discretion, on or before the stated date then this Agreement may be terminated, at Buyer's option, by written notice from Buyer to Seller; provided, however, Buyer may only terminate this Agreement as a consequence of its dissatisfaction with the physical condition of the Property if Buyer has performed reasonable and customary investigation or due diligence with respect to the physical attributes of the Real Property that Buyer finds unsatisfactory. Such notice of termination shall be given no later than three (3) business days after the stated date for the relevant contingency item, provided, however, that said notice shall be given prior to the Closing Date. If Buyer fails to give notice of termination as provided above, the contingencies are automatically deemed waived. Buyer may also waive any contingency by written notice to Seller but such written notice is not required for a waiver to be effective. Upon a termination by Buyer (a) Buyer and Seller shall execute a recordable written termination of this Agreement, which shall include Buyer's quit claim of any interest in and to the Real Property, (b) the Earnest Money and any 10 interest accrued thereon shall be released to Buyer, and (c) upon fulfillment of(a) and (b) above neither party will have any further rights or obligations regarding this Agreement or the Real Property except for the rights and obligations of indemnification set forth in Sections 6, 13, 15 and 16. 5. Seller's Contingencies. Unless waived by Seller in writing, Seller's obligation to sell the Real Property to Buyer shall be subject to and contingent upon the occurrence of each of the following on or before the Closing Date: 5.1 Acquisition. Seller shall have acquired fee simple marketable title of the Real Property from MnDOT on or before the Closing Date. 5.2 Financing. Buyer has provided to Seller a commitment to finance the acquisition of the Real Property from a lender and on terms satisfactory to Seller. 5.3 Approvals. Buyer shall have obtained all Governmental Approvals. 5. B. Termination by Seller. If any of the foregoing contingencies set forth in Section 5. A. of this Agreement have not been satisfied on or before the Closing Date then this Agreement shall automatically be terminated. Upon such a termination (a) Buyer and Seller shall execute a recordable written termination of this Agreement, which shall include Buyer's quit claim of any interest in and to the Real Property, (b) the Earnest Money and any interest accrued thereon shall be released to Buyer, and (c) upon fulfillment of(a) and (b) above neither party will have any further rights or obligations regarding this Agreement or the Real Property except for the rights and obligations of indemnification set forth in Sections 6, 13, 15 and 16. 6. Buyer's Access Investigation and Security. Seller shall, pursuant to MnDOT's approval, allow Buyer, and Buyer's agents, access to the Real Property without charge and at all reasonable times for the purpose of Buyer's investigation and testing the same. Buyer shall pay all costs and expenses of such investigation and testing and shall indemnify and hold Seller, MnDOT and the Real Property harmless from all costs and liabilities relating to Buyer's activities. Buyer shall further promptly repair and restore any damage to the Real Property caused by or occurring during Buyer's testing and return the Real Property to substantially the same condition as existed prior to such entry. 7. Seller's Closing Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following (collectively, "Seller's Closing Documents"): 7.1 Deed. A Warranty Deed, in recordable form reasonably satisfactory to Buyer, conveying the Real Property to Buyer, free and clear of all encumbrances, except the Encumbrances set forth on Exhibit C hereto and the Permitted Encumbrances. 11 7.2 Title Policy. The Policy described in Section 10 of this Agreement, or a suitably marked up Title Commitment for the Policy initialed by Title Company, in the form required by this Agreement. 7.3 Affidavit. Such Affidavit of Seller as may be reasonably required by Title Company to issue the Policy. 7.4 IRS Reporting Form. The appropriate Federal Income Tax reporting form, if any, as required. 7.5 Housing Project Agreement. The Housing Project Agreement attached hereto as Exhibit D. 7.6 Other Documents. All other documents reasonably determined by Buyer to be necessary to transfer the Real Property to Buyer free and clear of all encumbrances, except the Permitted Encumbrances. 8. Buyer's Closing Documents. On the Closing Date, Buyer will execute and/or deliver to Seller the following(collectively, "Buyer's Closing Documents"): 8.1 Purchase Price. The Purchase Price, by wire transfer of U.S. Federal Funds or by certified check to be received in Title Company's trust account or delivered to Seller on or before 1:00 p.m. local time on the Closing Date. 8.2 Title Documents. Such Affidavits of Purchaser, Certificates of Value or other documents as may be reasonably required by Title Company in order to record the Seller's Closing Documents and issue the Policy. 8.3 Executive Order Affidavit. An affidavit properly executed and in recordable form confirming the Buyer's representations in Section 13.2. 8.4 Other Documents. All other documents reasonably determined by Seller to be necessary to consummate the transaction contemplated hereby in a manner consistent with the terms and conditions hereof. 8.5 Housing Project Agreement. The Housing Project Agreement attached hereto as Exhibit D. 9. Prorations. Seller and Buyer agree to the following prorations and allocation of costs regarding this Agreement: 9.1 Title Insurance and Closing Fee. Seller will pay all costs of the Title Evidence described in Section 10 of this Agreement and the fees charged by Title Company for any escrow required regarding Buyer's Objections. Buyer will pay the premium or cost of the Owner's Title Policy and all 12 additional premiums required for the issuance of any Mortgagee's Title Insurance Policy required by Buyer. Seller and Buyer will each pay one- half of any reasonable and customary closing fee or charge imposed by any closing agent designated by Title Company. 9.2 Deed Tax. Seller shall pay all state deed tax regarding the Warranty Deed to be delivered by Seller under this Agreement. 9.3 Real Estate Taxes and Special Assessments. At Closing, the Purchase Price shall be adjusted as follows: 9.3.1 Current Year's Taxes. All real property taxes which have become a lien on the Real Property ("Taxes") and which are due and payable prior to the year in which Closing occurs, shall be paid by Seller at or prior to Closing. All Taxes which are due and payable in the year in which Closing occurs shall be prorated to the Closing Date and Seller's portion shall be paid by Seller at Closing. This proration shall result in Seller's payment of Taxes from January 1 to the date immediately prior to the Closing Date and Buyer's payment of Taxes from the Date of Closing to December 31. 9.3.2 Assessments. All charges for improvements or services already made to or which benefit the Real Property, and all levied assessments (general or special) arising out of or in connection with any assessment district created or confirmed prior to the Effective Date ("Assessments") shall be paid in full by Seller at Closing. All assessments (general or special) which are levied after the Effective Date and all assessments (general or special) which are pending but not levied as of the Effective Date or which become pending after the Effective Date shall be assumed and paid by Buyer. 9.4 Recording Costs. Seller will pay the cost of recording all documents necessary to place record title in the condition warranted by Seller and requested by Buyer in this Agreement. Buyer will pay the cost of recording all other documents, including the cost of recording the final plat. 9.5 Other Costs. All other operating costs of the Real Property will be allocated between Seller and Buyer as of the Closing Date, so that Seller pays that part of such other operating costs payable before the Closing Date, and Buyer pays that part of such operating costs payable from and after the Closing Date. 9.6 Attorney's Fees. Each of the parties will pay its own attorney's fees, except that a party defaulting under this Agreement or any closing 13 document will pay the reasonable attorneys fees and costs incurred by the non-defaulting party to enforce its rights regarding such default. 10. Title Examination. Title examination will be conducted as follows: 10.1 Seller's Title Evidence. Seller shall, no later than thirty(30) days after the Effective Date furnish to Buyer, at Seller's cost and expense, the following: A commitment ("Title Commitment") for the most current ALTA Form B Owner's Policy of Title Insurance insuring title to the Real Property in the amount of the Purchase Price, issued by Custom Home Builders Title ("Title Company"). The Title Commitment will commit Title Company to insure title to the Real Property subject only to the Permitted Encumbrances. 10.2 Survey. No later than thirty (30) days after its receipt of the Title Commitment Buyer may obtain at its own expense an ALTA/ASCM as built survey (the "Survey") prepared by a Registered Land Surveyor properly licensed to practice in the State of Minnesota in form acceptable to Buyer (the "Survey"). Buyer shall provide a copy of the Survey to Seller within three (3) days after any termination of this Agreement. 10.3 Buyer's Objections. Within ten(10)business days after receiving the later of the Title Commitment and the Survey, Buyer shall make written objections ("Objections") to the form and/or contents of the Title Commitment and the Survey if Buyer has obtained one within the time set forth in 10.2. Buyer's failure to make Objections within such time period will constitute a waiver of Objections. Any matter shown on the Title Commitment and/or Survey and not objected to by Buyer shall be a "Permitted Encumbrance" pursuant to this Agreement. Seller will have sixty (60) days after receipt of the Objections to cure the Objections, during which period the Closing will be postponed as necessary. Seller shall use its best efforts to correct any Objections. To the extent that the Objections are not cured within such sixty (60) day period, Buyer will have the option to terminate this Agreement and receive a refund of the Earnest Money, or waive the Objections and proceed to Closing. 11. Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur contemporaneously with Seller's acquisition of the Property from MnDOT. The Closing shall occur on August 29, 2014, or another date mutually agreed upon by the parties (the "Closing Date"). The Closing shall take place at the offices of the Title Company, or at such other place as may be agreed to. Seller agrees to deliver possession of the Real Property to Buyer on the Closing Date. 12. No Representations by Seller. IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH 14 RESPECT TO THE REAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER'S LIMITED OR SPECIAL WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITIONS, UTILITIES, ACCESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE REAL PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY PROPERTY DATA OR OTHER INFORMATION PERTAINING TO THE REAL PROPERTY DELIVERED TO BUYER BY SELLER, OR ANY OTHER MATTER OR THING REGARDING THE REAL PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, SELLER SHALL SELL AND BUYER SHALL ACCEPT THE REAL PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS". BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE REAL PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL HAVE HAD THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE REAL PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL, ENVIRONMENTAL AND GEOTECHNICAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF OF THE CONDITION OF THE REAL PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES OR MATERIALS ON, WITHIN, UNDER OR DISCHARGED FROM THE REAL PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES WITH RESPECT THERETO. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, ADVERSE PHYSICAL, ENVIRONMENTAL AND GEOTECHNICAL CONDITIONS MAY HAVE BEEN REVEALED BY BUYER'S INVESTIGATIONS, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S OFFICERS, BOARD MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR 15 ALLEGED AGAINST SELLER (AND SELLER' OFFICERS, BOARD MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE REAL PROPERTY. 13. Representations and Warranties by Buyer. Buyer represents and warrants to Seller as follows: 13.1 Authority. Buyer is a limited liability company duly organized under the laws of the State of Minnesota; that Buyer is duly qualified to transact business in the State of Minnesota; that Buyer has the requisite company power and authority to enter into this Agreement and the Buyer's Closing Documents signed by it; such documents have been duly authorized by all necessary company action on the part of Buyer and have been duly executed and delivered; that the execution, delivery and performance by Buyer of such documents do not conflict with or result in violation of state law or any judgment, order or decree of any court or arbiter to which Buyer is a party; such documents are valid and binding obligations of Buyer, and are enforceable in accordance with their terms. 13.2 Anti-Terrorism, Executive Order 13224 and Public Law 107-56. The Buyer is not in violation of any laws relating to terrorism or money laundering ("Anti-Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the "Executive Order"), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. The Buyer or, to the knowledge of the Buyer, none of its agents acting or benefiting in any capacity in connection with the transaction, is any of the following: 13.2.1 Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; 13.2.2 Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; 13.2.3 Person or entity with which Seller is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; 13.2.4 Person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order; or 16 13.2.5 Person or entity that is named as a "specially designated national and blocked person" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. The Buyer or, to the knowledge of Buyer, any of its agents acting in any capacity in connection with the transaction does not (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described above, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Buyer will indemnify Seller, its successors and assigns, against, and will hold Seller, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that Seller incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after closing; provided, and notwithstanding the foregoing, each of the representations and warranties herein contained shall survive the Closing for a period of three years and any action concerning a breach of any of the foregoing representations or warranties of Buyer shall be commenced within three years of the Closing or shall be deemed waived. Consummation of this Agreement by Seller with knowledge of any breach of such warranties and representations by Buyer will constitute a waiver or release by Seller of any claims due to such breach. 14. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or any part of the Real Property by any entity, Seller shall immediately give notice to Buyer of such fact and at Buyer's option (to be exercised within thirty (30) days after the date of Seller's notice), this Agreement shall terminate, in which event neither party will have further obligations under this Agreement, except for the rights and obligations of indemnification set forth in Sections 6, 13, 15 and 16, and the Earnest Money, together with any accrued interest, shall be refunded to Buyer. If Buyer shall fail to give such notice then there shall be no reduction in the Purchase Price, and Seller shall assign to Buyer at the Closing Date all of Seller's right, title and interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing Date, if the Agreement has not been terminated pursuant to the first sentence of this Section, Seller shall not designate counsel, appear in, or otherwise act with respect to such condemnation proceedings without Buyer's prior written consent. 15. Broker's Commission. Seller and Buyer represent and warrant to each other that they have dealt with no brokers, finders or the like in connection with this transaction. The parties agree to indemnify each other and to hold each other harmless against all claims, damages, costs or expenses of or for any other such fees or commissions resulting from their actions or agreements 17 regarding the execution or performance of this Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorneys' fees. 16. Mutual Indemnification. Seller and Buyer agree to indemnify each other against, and hold each other harmless from, all liabilities (including reasonable attorney's fees in defending against claims) arising out of the ownership, operation or maintenance of the Real Property for their respective periods of ownership. Such rights of indemnification will not arise to the extent that (a) the party seeking indemnification actually receives insurance proceeds or other cash payments directly attributable to the liability in question, (net of the cost of collection, including reasonable attorney's fees) or (b) the claim for indemnification arises out of the act or neglect of the party seeking indemnification. If and to the extent that the indemnified party has insurance coverage, or the right to make claim against any third party for any amount to be indemnified against as set forth above, the indemnified party will, upon full performance by the indemnifying party of its indemnification obligations, assign such rights to the indemnifying party or, if such rights are not assignable, the indemnified party will diligently pursue such rights by appropriate legal action or proceeding and assign the recovery and/or right of recovery to the indemnifying party to the extent of the indemnification payment made by such party. 17. Assignment. Buyer may not assign its rights under this Agreement, without the prior written consent of the Seller which consent shall be granted if the assignment is commercially reasonable. 18. Survival. Except as stated in Section 13, all of the terms of this Agreement will survive and be enforceable for a period of one year after the Closing. 19. Notices. Any notice required or permitted to be given by any party upon the other is given in accordance with this Agreement if it is directed to Seller by delivering it personally to an officer of Seller, or if it is directed to Buyer, by delivering it personally to an officer of Buyer, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier,properly addressed as follows: If to Seller: Housing Redevelopment Authority in and for the City of Eden Prairie Attn: Janet Jeremiah 8080 Mitchell Road Eden Prairie, MN 55344 With a copy to: Richard Rosow Gregerson, Rosow, Johnson &Nilan, LTD. 650 Third Ave South, Suite 1600 Minneapolis, MN 55402 If to Buyer: Eden Gardens, LLC Attn: Matthew Hanish 18 525 — 15th Avenue South Hopkins, MN 55347 With a copy to: Gary Eidson Fabyanske, Westra, Hart& Thomson, P.A. 333 South Seventh Street, Suite 2600 Minneapolis, MN 55402 Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as aforesaid, provided, however, that if notice is given by deposit that the time for response to any notice by the other party shall commence to run one business day after any such deposit. Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. 20. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement. 21. Entire Agreement; Modification. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Real 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. 22. Binding Effect. This Agreement binds and benefits the parties and their successors and assigns. 23. Controlling Law. This Agreement has been made under the laws of the State of Minnesota, and such laws will control its interpretation. 24. Remedies. If either Party defaults under this Agreement, the non-defaulting Party shall have the right to terminate this Agreement by giving written notice to the defaulting Party. If Buyer fails to cure such default within five (5) business days of the date of such notice from Seller, Seller may cancel this Agreement pursuant to Minn. Stat. § 559.21. If Seller fails to cure such default within five (5) business days of the date of such notice from Buyer, Buyer may immediately terminate this Agreement by delivering to Seller at the address noted in Section 19 a Notice of Termination executed by an authorized representative(s) of Buyer. The foregoing is the exclusive remedy for either Party. All other remedies, including damages for breach, equitable remedies, specific performance, and all other remedies at law or equity are waived and relinquished by each of the Parties. SIGNATURES ON SUCCEEDING PAGE 19 IN AGREEMENT, Seller and Buyer have executed this Agreement as of the date first written above. SELLER: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE By NOT FOR SIGNATURE Date: Nancy Tyra-Lukens Its Chair By NOT FOR SIGNATURE Date: Rick Getschow Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 19th day of August, 2014,by Nancy Tyra-Lukens and Rick Getschow, respectively the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, on behalf of said authority. NOT FOR SIGNATURE Notary Public 20 BUYER: EDEN GARDENS, LLC By NOT FOR SIGNATURE Date: Matthew Hanish Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, Matthew Hanish, the Vice President, of Eden Gardens, LLC, a Minnesota limited liability company, on behalf of the company. NOT FOR SIGNATURE Notary Public 21 EXHIBIT A TO PURCHASE AGREEMENT Legal Description of Land Parcel 1 That part of Tract A described below: Tract A.That part of the Southwest Quarter of the Southeast Quarter of Section 17,Township 116 North,Range 22 West,Hennepin County,Minnesota,described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter;thence north along the east line thereof 914 feet;thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet,more or less,to the centerline of County Road No.4;thence northerly along said centerline 116.3 feet;thence westerly 482.6 feet, more or less to a point 1,018.6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17;thence west along the south line thereof 274 feet;thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet;thence south along said line 1,018.6 feet to south line thereof;thence east along said south line 274 feet to point of beginning;excepting therefrom said County Road No. 4; which lies southerly of Line 1 described below: Line 1. Beginning at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing,along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence South 76 degrees 10 minutes 15 seconds East 36.57 feet;thence South 64 degrees 51 minutes 39 seconds East 50.99 feet;thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below; Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219,87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; 22 together with that part of Tract A hereinbefore described,adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A,distant 23.06 feet southerly of its intersection with said 50 foot parallel line;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described,which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North,Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; 23 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots 1-10, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 24 EXHIBIT B TO PURCHASE AGREEMENT ESCROW AGREEMENT The undersigned ("Title Company"), acknowledges receipt of $ (the "Earnest Money") to be held by it pursuant to the Purchase Agreement to which this Escrow Agreement is attached. Title Company will hold the Earnest Money (hereinafter the "Earnest Money") in accordance with the terms of the Purchase Agreement and disburse the same strictly in accordance with such terms. Title Company will invest the Earnest Money in such interest-bearing accounts, instruments, corporate paper, or money market funds as approved by both Buyer and Seller, Interest will accrue for the benefit of Buyer, unless the Purchase Agreement is terminated by reason of the default of Buyer, in which case the interest will be paid to Seller. Prior to the waiver or satisfaction of its contingencies, Buyer may direct the Title Company to return the Earnest Money to it if Buyer is entitled to terminate and elects to terminate the Purchase Agreement. Title Company is not responsible for any decision concerning performance or effectiveness of the Purchase Agreement or for resolution of any disputes concerning the Purchase Agreement. Title Company is responsible only to act in accordance with the joint and mutual direction of both Seller and Buyer, or in lieu thereof, the direction of a court of competent jurisdiction except as to Buyer's right to direct the return of the Earnest Money in accordance with the Purchase Agreement. Seller and Buyer will hold Title Company harmless from all claims for damages arising out of this Escrow Agreement and do hereby agree to indemnify Title Company for all costs and expenses in connection with this escrow, including court costs and attorneys' fees, except for Title Company's failure to account for the funds held hereunder, or acting in conflict with the terms hereof. The fees and charges of the Title Company will be paid by Seller. This Escrow Agreement is dated this day of , 20 • By Its 25 EXHIBIT C TO PURCHASE AGREEMENT ENCUMBRANCES 1. Federal, state and municipal laws, ordinances, rules and regulations. 2. Utility and drainage easement(s), if any, as shown on the recorded plat. 3. The lien of real estate taxes and pending special assessment not yet due and payable subject to the proration and allocation provisions hereof. 4. Restrictions in deed from MnDOT to City or HRA that: (a)the Property is conveyed for"public purposes"; and/or (b) the Property and the title thereto shall revert and vest in the State of Minnesota whenever the Property ceases to be used for the stated public purposes. 5. 6. 26 EXHIBIT D TO PURCHASE AGREEMENT Housing Project Agreement HOUSING PROJECT AGREEMENT THIS AGREEMENT, made as of the 19th day of August, 2014, by and between the Housing Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and the laws of the State of Minnesota (the "HRA") and Eden Gardens, LLC, a Minnesota limited liability company(the "Developer"), WITNESSETH: WHEREAS, pursuant to Minn. Stat. 469.017, the HRA has the authority to complete a housing development project; WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-01 at a duly noticed meeting on August 19, 2014. In H.R.A. Resolution No. 2014-01 the HRA found that there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City and determined to carry out a housing development project to partially alleviate the shortage (the "Project"); WHEREAS, the property on which the Project will be constructed is located at the southwest corner of Eden Prairie Road and Scenic Heights Road as illustrated on attached Exhibit A ("Project Area") and is legally described on attached Exhibit B. WHEREAS, the goals for the Project are to increase environmental sustainability/energy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green" measures with 20 of the housing units to be sold to people with moderate incomes as defined below; WHEREAS, in order to ensure that the housing development project partially alleviates the shortage of moderate income housing, the HRA in H.R.A. Resolution No. 2014-01 established moderate income and affordability limits for the Project; WHEREAS, based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, the HRA has determined that 16 of the housing units in the Project may be sold at market rates. The market rate housing units shall be located on Lot 1, Block 1 and Lots 1-15, Block 5, Eden Gardens. The remaining 20 housing units (collectively the "Moderate Income Units") must be sold to people with incomes that fall within the range of the "Moderate Income Limits" (as defined below in Paragraph 1.B hereof) and at prices that fall within the range of "Affordable Housing Prices" (as defined below in Paragraph 1.0 hereof), that are applicable at the time of such sale. The Moderate Income Units shall be located on Lots 1-5, Block 2, Lots 1- 5, Block 3, and Lots 1-10, Block 4, Eden Gardens; and 27 WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-02 at a duly noticed public hearing on August 19, 2014. In H.R.A. Resolution No. 2014-02 the HRA approved the purchase and sale of the Project Area; set the estimated market value of the Project Area; and selected Developer to complete the Project subject to the condition that Developer and HRA enter into this Housing Project Agreement. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1. Housing Criteria. The Project shall consist of 36 single family units. Twenty units shall be Moderate Income Units. The remaining 16 units may be sold at market rates. The size of the 20 Moderate Income Units shall range between 1600 and 2200 square feet above grade and the 16 market rate units shall range between 1600 and 2600 square feet above grade. Floor plans available for potential buyers shall include a one-level living floor plan option. The 20 Moderate Income Units shall be priced and sold based on the following calculations: A. Project Feasibility. Based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, 16 of the housing units in the Project may be sold at market rates. The market rate units shall be built on Blocks 1 and 5 as shown on the Preliminary Plat of Eden Gardens. The 20 Moderate Income Units must be sold: (i) to people who qualify under the Moderate Income Limits set forth below in B; and (ii) at the Affordable Housing Prices set forth below in C. B. Moderate Income Limits. The U.S. Department of Housing and Urban Development annually determines the area median income for Hennepin County ("Area Median Income"). The Area Median Income is published annually in December for use in the following year. The HRA hereby determines that the moderate income limits for the Project (the "Moderate Income Limits") shall be 80% to 120% of the Area Median Income. (For example, the Area Median Income for Hennepin County published in December 2013 for use in the year 2014 was $82,900. The moderate income limits for all Moderate Income Units sold in 2014 is $66,320 to $99,480.) C. Affordable Housing Prices. Based upon the Area Median Income the Minnesota Housing Finance Authority annually sets a loan limit for the 11-County Metro ("Area Affordable Price"). The Area Affordable Price is published in December for use in the following year. For purposes hereof, the affordable housing prices for persons of moderate income for the Project shall be 80% to 120% of the Area Affordable Price (the "Affordable Housing Prices") (For example, the Area Affordable Price published in December 2013 for use in the year 2014 was $310,000. Consequently, the Affordable Housing Prices for all Moderate Income Units sold in 2014 is $248,000 to $372,000.) 28 2. Minnesota's Green Path Development Standards. The Developer shall construct the Project in a manner that meets Minnesota's Green Path ("Green Path") standards as required in the attached as Exhibit C. 3. Community Involvement. The Developer shall engage the community by involving Hennepin Technical College. Specifically, the Developer shall involve students through opportunities such as framing a home, learning how `green' mechanical/electrical systems work or learning green techniques used in stormwater management. 4. Sale of the Project Area. For purposes of this Agreement, "sale" includes any transfer of a housing unit including but not limited to sale, conveyance, gift, and involuntary transfer. The Developer may not close on the sale of any Moderate Income Unit unless all of the following conditions have been met: A. All infrastructure including streets, sanitary sewer, water, and storm sewer, but not including landscaping and the final wear course on streets and other items that cannot reasonably be completed due to winter weather conditions and that do not materially affect the use or function of such items of infrastructure, are substantially complete and accepted in writing by the City; B. All public space including common areas, parks and community buildings are complete and accepted in writing by the HRA; C. The residential structure on the lot to be sold has been issued a certificate of occupancy or temporary certificate of occupancy; and D. The sale has been approved in writing by the HRA prior to closing in order to ensure compliance with the terms of this Agreement. In order to request such approval for the sale of each Moderate Income Unit, Developer, or any subsequent owner that is selling a Moderate Income Unit, shall submit a complete application to the HRA for the sale of each Moderate Income Unit in such form and substances as required by the HRA, which shall include at a minimum all information required by the HRA to verify the income of the prospective purchaser. Upon receipt of a complete application the HRA shall inform the Developer or other requesting party, in writing and within five business days, whether the application is approved. If the HRA fails to respond to a complete application within five business days, the application will be deemed approved. 5. Initial Sale of Housing Units by Developer. Initial sale of Moderate Income Units by the Developer shall comply with the income and pricing requirements set forth in Paragraph 1. In addition, during the Preference Period, the initial sale of all housing units by the Developer shall give preference to prospective buyers who live or work in the City of Eden Prairie. During the Preference Period, Developer shall market to residents and employees of Eden Prairie businesses and permit those who live or work within the City of Eden Prairie to have the first opportunity to sign a purchase agreement for their desired lot, or if no specific lot is specified, for a lot within the Project. As used herein, the phrase "Preference Period" shall refer 29 to the period of time that elapses between the date hereof and the 180th day after the date of the issuance of the first building permit for the Project. 6. Future Sale of Housing Units. After the initial sale of any Moderate Income Unit by the Developer, the seller in any subsequent sale of a Moderate Income Unit that consists of a "Non-Qualifying Sale" and that is closed within 10 years of the date of the initial sale by the Developer of the subject Moderate Income Unit, shall remit the "Applicable Portion of the Profit" received by such seller in such transaction to the City for reinvestment in low and moderate income housing initiatives. As used herein, the phrase "Non-Qualifying Sale" shall be defined as the sale of a Moderate Income Unit that is closed within 10 years of the date of the initial sale of such Moderate Income Unit by the Developer and that is made either: (i) to a buyer that has income in excess of the Moderate Income Limits or (ii) at a price that is in excess of the Affordable Housing Prices, both as measured in the year in which the closing of such sale of the Moderate Income Unit occurs. The Seller of any Moderate Income Unit may apply to the HRA pursuant to Paragraph 4.D hereof for a determination that a prospective sale of such Moderate Income Unit shall not constitute a Non-Qualifying Sale. As used herein, the phrase "Applicable Portion of the Profit" shall refer to the portion designated pursuant to the chart set forth below in Paragraph 6.B. A. Profit. The "Profit" from the subsequent sale of a Moderate Income Unit shall be defined as the funds received by the seller from the buyer at the closing of such sale, after deduction of the sum of the following: (i) all costs and fees listed on the settlement statement (which costs shall include any park dedication fee paid pursuant to Paragraph 7 hereof), excluding amounts necessary to satisfy any mortgages recorded against the property; (ii) the amount of the seller's basis in the Moderate Income Unit as of the date of its acquisition thereof; plus (iii) the cost of improvements made by the seller as defined in IRS publication 523 which increase the seller's basis in the Moderate Income Unit. B. Remittance. The amount of any "profit" that is required to be remitted to the City by the seller of a Moderate Income Unit in a Non-Qualifying Sale shall be as follows: Time elapsed since the date of the Profits to be initial purchase of the housing unit remitted to from the Developer City Less than 1 year 90% At least 1 year but less than 2 years 80% At least 2 years but less than 3 years 70% At least 3 years but less than 4 years 60% At least 4 years but less than 5 years 50% At least 5 years but less than 6 years 40% At least 6 years but less than 7 years 30% At least 7 years but less than 8 years 20% At least 8 years but less than 9 years 10% 30 At least 9 years but less than 10 years 5% Regardless of the number of times a Moderate Income Unit is sold, the requirements of this Paragraph 6 shall apply to any subsequent sale of such Moderate Income Unit that consists of a Non-Qualifying Sale and shall be based on the amount of time that has elapsed from the date of the initial sale of the housing unit by the Developer; provided, however, the provisions of this Paragraph 6 shall not be applicable to any sale of any Moderate Income Unit that closes at any time subsequent to the 10th anniversary of the closing of the initial sale of such Moderate Income Unit by the Developer. 7. Park Dedication Fee. The park dedication fee of $6,500.00 per unit shall be waived for each Moderate Income Unit; provided, however, if any closing upon the sale of a Moderate Income Unit in a Non-Qualifying Sale occurs at any time within 10 years of the date of the initial sale of the Moderate Income Unit by the Developer, the waiver of the park dedication fee for that Moderate Income Unit shall be revoked and such park dedication fee in the amount of$6,500.00 shall be due and payable at the time of the closing of such Non-Qualifying Sale. 8. Bond. Prior to issuance of any grading or building permits for the Project Area, Developer shall provide to the HRA a bond equal to $100,000 to secure the Developer's obligations pursuant to this Agreement, including to reimburse the HRA for costs, including reasonable attorney fees, incurred by the HRA in any action to enforce or interpret the provisions of this Agreement (the "Security"). The HRA may draw down on or make a claim against the Security, as appropriate, upon five (5) business days' notice to the Developer, for any violation of the terms of this Agreement or if the Security is allowed to lapse prior to the end of the required term. If the Security has not then been renewed, replaced or otherwise extended beyond the expiration date, the HRA may also draw down or make a claim against the Security as appropriate. If the Security is drawn down on or a claim is made against the Security, the proceeds shall be used to cure the default(s) and to reimburse the HRA for all costs and expenses, including attorneys' fee, incurred by the HRA in enforcing this Agreement. Any amount of the Security that is drawn by the HRA shall be held by the HRA in trust and disbursed only if, and to the extent, that the Security may be disbursed hereunder. Developer shall be released from any further obligation to maintain the Security and all amounts of such Security that may then exist shall be released to Developer upon the earlier of the following: (i) the sale of all Moderate Income Units by the Developer; or(ii)the termination of Developer's obligations to sell the Moderate Income Units as set forth in Paragraph 12 below. 9. Developer Warranties. Developer makes the following representations and warranties: A. The Developer is a Minnesota limited liability company, has power to enter into this Agreement and to perform its obligations hereunder and, by doing so, is not in violation of any provisions of its articles of organization, operating agreement or member control agreement or the laws of the State. B. The Developer has obtained funds sufficient for the acquisition or construction of the Project. 31 C. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement is not prevented, limited by or conflicts with (unless all necessary waivers, consents or the like have been obtained) or results in a breach of, material terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which they are bound, or constitutes a material default under any of the foregoing. 10. City Development Agreement. Prior to issuance of any grading or building permits for the Project Area, Developer shall enter into a Development Agreement with the City of Eden Prairie with respect to the Project and such Development Agreement shall be recorded against the Project Area. 11. Revision of Limits and Prices. If there are no prospective purchasers for any of the Moderate Income Units within six months following the issuance of the first building permit for the Project and upon written request of the Developer, the HRA shall revise the Moderate Income Limits and Affordable Housing Prices. 12. Moderate Income Units. Notwithstanding any contrary provision herein, the Developer's obligation to sell the Moderate Income Units subject to the requirements in Paragraph 1, and the conditions applicable to the Developer's sale of any Moderate Income Units in Paragraph 4, shall terminate upon the earlier of: (i) no Moderate Income Units have sold within 36 months following the issuance of the first building permit for the Project; or (ii) no Moderate Income Units have sold in the previous 12 months. Developer shall submit to the HRA evidence substantiating such lack of sales and the HRA shall execute an amendment to this Agreement terminating the obligation in Paragraph 1 and conditions in Paragraph 4. Upon such termination, the provisions of Paragraph 6 shall be deemed terminated with respect to any unsold Moderate Income Units, the waiver of the park dedication fee for unsold Moderate Income Units set forth in Paragraph 7 shall be revoked and the park dedication fee for all unsold Moderate Income Units shall become immediately due and payable by the Developer. Any Moderate Income Units which have been sold prior to termination shall remain subject to Paragraphs 6 and 7. All obligations in this Agreement not specifically amended or terminated by this Paragraph shall survive, including but not limited to applicable provisions concerning the remittance of a portion of "Profits" set forth in Paragraph 6 for Moderate Income Units sold prior to such termination. 13. Binding. This Agreement shall be recorded against the Project Area. Provisions of this Agreement shall be binding upon and enforceable as real covenants that "run" with the title to all lots within the Project Area, and shall also be enforceable against, and inure to the benefit of the HRA and the Developer; provided, however, and notwithstanding any contrary provision herein, although the provisions of Paragraphs 6 and 7 herein constitute real covenants that run with title to the Moderate Income Units and that are enforceable against future owners of Moderate Income Units to the extent provided therein, Developer shall have no personal 32 obligation to perform any of the covenants of Paragraphs 6 and 7 hereof, provided the Developer is not the seller in any transaction that constitutes a Non-Qualifying sale. 14. Remedies. Developer acknowledges, on its own and for all successors and assigns, that the rights of HRA to perform the obligations of Developer contemplated in this agreement are special, unique, and of an extraordinary character, and that, in the event that Developer violates, or fails, or refuses to perform any covenant, condition, or provision made herein, HRA may be without an adequate remedy at law. Developer agrees, therefore, that in the event Developer violates, fails, or refuses to perform any covenant, condition, or provision made herein, HRA may, at its option, institute and prosecute an action to specifically enforce such covenant, to enjoin conduct or activities that violate the terms hereof, withhold building permits, or seek any other remedy available at law or in equity. In the event of any litigation between the HRA and Developer to enforce or interpret the provisions hereof in which the HRA is the prevailing party, the HRA shall be entitled to an award requiring Developer to reimburse the HRA for all of its costs and expenses in such action, including reasonable attorneys' fees. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of any one or more remedies shall not constitute a waiver of any other remedy. 15. No HRA Liability. No failure of the HRA to comply with any term, condition, covenant or agreement herein shall subject the HRA to liability for any claim for damages, costs or other financial or pecuniary charges. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general fund or taxing powers of the HRA. 16. Recording. This Agreement shall be recorded at the County Recorder and / or Registrar of Titles at the closing of the Developer's purchase of the Project Area from the HRA. This Agreement shall be recorded after the deed from the HRA to Developer and prior to any mortgages or encumbrances. No land alteration or building permits for the Project Area shall be issued until proof of filing of the Agreement is submitted to the HRA. 17. Right of Entry. The Developer hereby grants to the HRA and the City of Eden Prairie, their agents, employees, officers and contractors a license to enter the Project Area to perform all work and inspections deemed appropriate by the HRA or City in conjunction with this Agreement. 18. No Third Party Beneficiaries. Except with respect to Developer, the HRA, and the covenants hereof that "run" with title to the lots within the Project pursuant to Paragraph 13 hereof, no provision of this Agreement inures to the benefit of any third person, including the public at large, so as to constitute any such person as a third-party beneficiary of the Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action for any such person. IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. [signatures on following pages] 33 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE By NOT FOR SIGNATURE Nancy Tyra-Lukens Its Chair By NOT FOR SIGNATURE Rick Getschow Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 19th day of August, 2014, by Nancy Tyra-Lukens and Rick Getschow, respectively the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, on behalf of said authority. NOT FOR SIGNATURE Notary Public 34 EDEN GARDENS, LLC By_NOT FOR SIGNATURE Date: Matthew Hanish Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, Matthew Hanish, the Vice President, of Eden Gardens, LLC, a Minnesota limited liability company, on behalf of the company. NOT FOR SIGNATURE Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gregerson, Rosow, Johnson &Nilan, LTD 650 Third Ave S, Suite 1600 Minneapolis, MN 55376 35 EXHIBIT A TO TO HOUSING PROJECT AGREEMENT Depiction of Project Area scenic 1-16g its iid t — _ Scr7i f��+gl,ts��c • cem•c rieicyYls _ S{2E'nic Heights�c5 n victory itither$r CP n � - 7 G i;1- • Cfk a r9 MLllford or A�Pifito,t 4� MIIII rd pr Map dam¢soi a cu❑g1e 36 EXHIBIT B TO HOUSING PROJECT AGREEMENT Legal Description of Project Area Parcel 1 That part of Tract A described below: Tract A.That part of the Southwest Quarter of the Southeast Quarter of Section 17,Township 116 North,Range 22 West,Hennepin County,Minnesota,described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter;thence north along the east line thereof 914 feet;thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet,more or less,to the centerline of County Road No.4;thence northerly along said centerline 116.3 feet;thence westerly 482.6 feet, more or less to a point 1,018_6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17;thence west along the south line thereof 274 feet;thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet;thence south along said line 1,018.6 feet to south line thereof;thence east along said south line 274 feet to point of beginning;excepting therefrom said County Road No. 4; which lies southerly of Line 1 described below: Line 1. Beginning at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing,along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence South 76 degrees 10 minutes 15 seconds East 36.57 feet;thence South 64 degrees 51 minutes 39 seconds East 50.99 feet;thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219,87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; 37 together with that part of Tract A hereinbefore described,adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A,distant 23.06 feet southerly of its intersection with said 50 foot parallel line;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described,which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North,Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; 38 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots 1-10, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 39 EXHIBIT C TO HOUSING PROJECT AGREEMENT Green Features and Sustainable Neighborhood Items 1. Green Path advanced certified homes: efficient windows, insulation improvements, high efficiency HVAC systems, high efficiency appliances and efficient lighting systems, etc. Eden Gardens will be the first development wide effort, in the state,to build all homes to Green Path Advanced Certification. 2. Homes: a. Build all homes to be 'solar ready', allowing residents an easy retrofit for solar panels. b. Rough in electric, in garages, required for electric car chargers. c. Offer sun tunnels as an option. d. The model home will have a solar feature installed to display the possible solar options for future residents. The solar feature will consist of either a solar PV panel (electricity) or a solar hot water panel system to heat the homes water. Solar options will be available on all homes. e. Use of low VOC paints and insulation with a minimum of 20% recycled content on all units. On all market rate units, use of finger-jointed lumber for a minimum of 1/3 of the home's dimensional lumber. 3. Construction: All construction waste must be sorted and recycled as appropriate. 4. Low impact Site development strategies a. Reduce impervious surfaces; narrower street sections, in accordance with the final approved PUD and plat plans b. Reduce stormwater runoff and manage via rain gardens and bio-swales, in accordance with the final approved PUD and plat plans. Keep all stormwater mgmt on site; not utilizing MnDOT pond or other regional ponding. c. Reduce storm sewer piping and ponding, in accordance with the final approved PUD and plat plans. d. Shade streets to minimize the heat island effect in accordance with the final approved PUD and plat plans. e. Compact Development decreases urban sprawl. f. Use of eco-lawns (no-mow) in central green space, landscaped outlots and for all lawn areas of all home lots; eliminating dependency on irrigation and minimizing need for mowing. g. Utilization of native landscaping in accordance with City's native plant ordinance throughout development and no plantings that contain neonicotanoids. Drought tolerant plantings will require no irrigation; as well as low maintenance needs and costs to the HOA. h. Reduce impervious surfaces through eliminating some alleyways in accordance with the final approved PUD and plat plans. 40 i. Increase the amount of pervious surfaces. Install pervious surface sidewalks from the driveway to the front door of the model home and provide this as an option on all other units. j. Permeable Payers—install permeable pavers at sidewalk to park shelter to decrease impervious surfaces and allow for groundwater recharge. 5. Site Lighting: a. Install high efficiency LED street lights; limiting light pollution, lowering maintenance and operational costs for the City. b. Install solar pathway lighting; eliminating the operational costs to the HOA and eliminating infrastructure required in standard practices (trenching for conduits/piping). 6. Site furnishings: install park furniture made of recycled plastics, (ie picnic tables). 7. Community Garden plots: Promotes local food growth and community gathering space. 8. Walkable Streets: minimal distance between the sidewalk and most buildings, sidewalks along 100%of street length, elevated ground floors, low design speeds for most streets, minimal driveway crossings along sidewalks. 9. Neighborhood Connections: connections to existing bike/walking trails and neighborhood sidewalks. Also, no cul-de-sacs are encouraged. 10. Community participation: multiple forms of community feedback to guide the project through design, in accordance with the final approved PUD and plat plans. 11. Solar and Green Roofs: Install green roofs on the garden shed and park shelter; install solar panels on the park shelter roof which can be used to power the bollards or other features in the common area. Excess electricity can be sold back to Xcel Energy and the proceeds from the sale can be used to offset Home Owners Association (HOA) costs. 12. Rain Barrels: Install at the park shelter and garden shed to capture excess rainwater and utilize in the garden plots. 13. Tot Lot—provide community gathering space for children 14. Site Signage: Install educational and interactive signage throughout public spaces of the development to inform residents, and community members, of the green strategies used. For example, create a sign by the rain garden that educates the importance and functions of these site features. We will work in partnership with the City, as they continue to educate residents of the importance of water resources, etc. 15. The developer shall provide as an option to potential buyers a floor plan providing single level living design. 16. Increase Green site features/benefits by increasing on-site storm water infiltration by the addition of bioswales and increased rain garden area, in accordance with the final approved PUD and plat plans. 41 EXHIBIT D to H.R.A. RESOLUTION NO. 2014-02 Housing Project Agreement HOUSING PROJECT AGREEMENT THIS AGREEMENT, made as of the 19th day of August, 2014, by and between the Housing Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and the laws of the State of Minnesota (the "HRA") and Eden Gardens, LLC, a Minnesota limited liability company(the "Developer"), WITNESSETH: WHEREAS, pursuant to Minn. Stat. 469.017, the HRA has the authority to complete a housing development project; WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-01 at a duly noticed meeting on August 19, 2014. In H.R.A. Resolution No. 2014-01 the HRA found that there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City and determined to carry out a housing development project to partially alleviate the shortage (the "Project"); WHEREAS, the property on which the Project will be constructed is located at the southwest corner of Eden Prairie Road and Scenic Heights Road as illustrated on attached Exhibit A ("Project Area") and is legally described on attached Exhibit B. WHEREAS, the goals for the Project are to increase environmental sustainability/energy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green" measures with 20 of the housing units to be sold to people with moderate incomes as defined below; WHEREAS, in order to ensure that the housing development project partially alleviates the shortage of moderate income housing, the HRA in H.R.A. Resolution No. 2014-01 established moderate income and affordability limits for the Project; WHEREAS, based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, the HRA has determined that 16 of the housing units in the Project may be sold at market rates. The market rate housing units shall be located on Lot 1, Block 1 and Lots 1-15, Block 5, Eden Gardens. The remaining 20 housing units (collectively the "Moderate Income 42 Units") must be sold to people with incomes that fall within the range of the "Moderate Income Limits" (as defined below in Paragraph 1.B hereof) and at prices that fall within the range of "Affordable Housing Prices" (as defined below in Paragraph 1.0 hereof), that are applicable at the time of such sale. The Moderate Income Units shall be located on Lots 1-5, Block 2, Lots 1- 5, Block 3, and Lots 1-10, Block 4, Eden Gardens; and WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-02 at a duly noticed public hearing on August 19, 2014. In H.R.A. Resolution No. 2014-02 the HRA approved the purchase and sale of the Project Area; set the estimated market value of the Project Area; and selected Developer to complete the Project subject to the condition that Developer and HRA enter into this Housing Project Agreement. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1. Housing Criteria. The Project shall consist of 36 single family units. Twenty units shall be Moderate Income Units. The remaining 16 units may be sold at market rates. The size of the 20 Moderate Income Units shall range between 1600 and 2200 square feet above grade and the 16 market rate units shall range between 1600 and 2600 square feet above grade. Floor plans available for potential buyers shall include a one-level living floor plan option. The 20 Moderate Income Units shall be priced and sold based on the following calculations: A. Project Feasibility. Based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, 16 of the housing units in the Project may be sold at market rates. The market rate units shall be built on Blocks 1 and 5 as shown on the Preliminary Plat of Eden Gardens. The 20 Moderate Income Units must be sold: (i) to people who qualify under the Moderate Income Limits set forth below in B; and (ii) at the Affordable Housing Prices set forth below in C. B. Moderate Income Limits. The U.S. Department of Housing and Urban Development annually determines the area median income for Hennepin County ("Area Median Income"). The Area Median Income is published annually in December for use in the following year. The HRA hereby determines that the moderate income limits for the Project (the "Moderate Income Limits") shall be 80% to 120% of the Area Median Income. (For example, the Area Median Income for Hennepin County published in December 2013 for use in the year 2014 was $82,900. The moderate income limits for all Moderate Income Units sold in 2014 is $66,320 to $99,480.) C. Affordable Housing Prices. Based upon the Area Median Income the Minnesota Housing Finance Authority annually sets a loan limit for the 11-County Metro ("Area Affordable Price"). The Area Affordable Price is published in December for use in the following year. For purposes hereof, the affordable housing prices for persons of moderate income for the Project shall be 80% to 120% of the Area 43 Affordable Price (the "Affordable Housing Prices") (For example, the Area Affordable Price published in December 2013 for use in the year 2014 was $310,000. Consequently, the Affordable Housing Prices for all Moderate Income Units sold in 2014 is $248,000 to $372,000.) 2. Minnesota's Green Path Development Standards. The Developer shall construct the Project in a manner that meets Minnesota's Green Path ("Green Path") standards as required in the attached as Exhibit C. 3. Community Involvement. The Developer shall engage the community by involving Hennepin Technical College. Specifically, the Developer shall involve students through opportunities such as framing a home, learning how `green' mechanical/electrical systems work or learning green techniques used in stormwater management. 4. Sale of the Project Area. For purposes of this Agreement, "sale" includes any transfer of a housing unit including but not limited to sale, conveyance, gift, and involuntary transfer. The Developer may not close on the sale of any Moderate Income Unit unless all of the following conditions have been met: A. All infrastructure including streets, sanitary sewer, water, and storm sewer, but not including landscaping and the final wear course on streets and other items that cannot reasonably be completed due to winter weather conditions and that do not materially affect the use or function of such items of infrastructure, are substantially complete and accepted in writing by the City; B. All public space including common areas, parks and community buildings are complete and accepted in writing by the HRA; C. The residential structure on the lot to be sold has been issued a certificate of occupancy or temporary certificate of occupancy; and D. The sale has been approved in writing by the HRA prior to closing in order to ensure compliance with the terms of this Agreement. In order to request such approval for the sale of each Moderate Income Unit, Developer, or any subsequent owner that is selling a Moderate Income Unit, shall submit a complete application to the HRA for the sale of each Moderate Income Unit in such form and substances as required by the HRA, which shall include at a minimum all information required by the HRA to verify the income of the prospective purchaser. Upon receipt of a complete application the HRA shall inform the Developer or other requesting party, in writing and within five business days, whether the application is approved. If the HRA fails to respond to a complete application within five business days, the application will be deemed approved. 5. Initial Sale of Housing Units by Developer. Initial sale of Moderate Income Units by the Developer shall comply with the income and pricing requirements set forth in Paragraph 1. In addition, during the Preference Period, the initial sale of all housing units by the 44 Developer shall give preference to prospective buyers who live or work in the City of Eden Prairie. During the Preference Period, Developer shall market to residents and employees of Eden Prairie businesses and permit those who live or work within the City of Eden Prairie to have the first opportunity to sign a purchase agreement for their desired lot, or if no specific lot is specified, for a lot within the Project. As used herein, the phrase "Preference Period" shall refer to the period of time that elapses between the date hereof and the 180th day after the date of the issuance of the first building permit for the Project. 6. Future Sale of Housing Units. After the initial sale of any Moderate Income Unit by the Developer, the seller in any subsequent sale of a Moderate Income Unit that consists of a "Non-Qualifying Sale" and that is closed within 10 years of the date of the initial sale by the Developer of the subject Moderate Income Unit, shall remit the "Applicable Portion of the Profit" received by such seller in such transaction to the City for reinvestment in low and moderate income housing initiatives. As used herein, the phrase "Non-Qualifying Sale" shall be defined as the sale of a Moderate Income Unit that is closed within 10 years of the date of the initial sale of such Moderate Income Unit by the Developer and that is made either: (i) to a buyer that has income in excess of the Moderate Income Limits or (ii) at a price that is in excess of the Affordable Housing Prices, both as measured in the year in which the closing of such sale of the Moderate Income Unit occurs. The Seller of any Moderate Income Unit may apply to the HRA pursuant to Paragraph 4.D hereof for a determination that a prospective sale of such Moderate Income Unit shall not constitute a Non-Qualifying Sale. As used herein, the phrase "Applicable Portion of the Profit" shall refer to the portion designated pursuant to the chart set forth below in Paragraph 6.B. A. Profit. The "Profit" from the subsequent sale of a Moderate Income Unit shall be defined as the funds received by the seller from the buyer at the closing of such sale, after deduction of the sum of the following: (i) all costs and fees listed on the settlement statement (which costs shall include any park dedication fee paid pursuant to Paragraph 7 hereof), excluding amounts necessary to satisfy any mortgages recorded against the property; (ii) the amount of the seller's basis in the Moderate Income Unit as of the date of its acquisition thereof; plus (iii) the cost of improvements made by the seller as defined in IRS publication 523 which increase the seller's basis in the Moderate Income Unit. B. Remittance. The amount of any "profit" that is required to be remitted to the City by the seller of a Moderate Income Unit in a Non-Qualifying Sale shall be as follows: Time elapsed since the date of the Profits to be initial purchase of the housing unit remitted to from the Developer City Less than 1 year 90% At least 1 year but less than 2 years 80% At least 2 years but less than 3 years 70% At least 3 years but less than 4 years 60% At least 4 years but less than 5 years 50% 45 At least 5 years but less than 6 years 40% At least 6 years but less than 7 years 30% At least 7 years but less than 8 years 20% At least 8 years but less than 9 years 10% At least 9 years but less than 10 years 5% Regardless of the number of times a Moderate Income Unit is sold, the requirements of this Paragraph 6 shall apply to any subsequent sale of such Moderate Income Unit that consists of a Non-Qualifying Sale and shall be based on the amount of time that has elapsed from the date of the initial sale of the housing unit by the Developer; provided, however, the provisions of this Paragraph 6 shall not be applicable to any sale of any Moderate Income Unit that closes at any time subsequent to the 10th anniversary of the closing of the initial sale of such Moderate Income Unit by the Developer. 7. Park Dedication Fee. The park dedication fee of $6,500.00 per unit shall be waived for each Moderate Income Unit; provided, however, if any closing upon the sale of a Moderate Income Unit in a Non-Qualifying Sale occurs at any time within 10 years of the date of the initial sale of the Moderate Income Unit by the Developer, the waiver of the park dedication fee for that Moderate Income Unit shall be revoked and such park dedication fee in the amount of$6,500.00 shall be due and payable at the time of the closing of such Non-Qualifying Sale. 8. Bond. Prior to issuance of any grading or building permits for the Project Area, Developer shall provide to the HRA a bond equal to $100,000 to secure the Developer's obligations pursuant to this Agreement, including to reimburse the HRA for costs, including reasonable attorney fees, incurred by the HRA in any action to enforce or interpret the provisions of this Agreement (the "Security"). The HRA may draw down on or make a claim against the Security, as appropriate, upon five (5) business days' notice to the Developer, for any violation of the terms of this Agreement or if the Security is allowed to lapse prior to the end of the required term. If the Security has not then been renewed, replaced or otherwise extended beyond the expiration date, the HRA may also draw down or make a claim against the Security as appropriate. If the Security is drawn down on or a claim is made against the Security, the proceeds shall be used to cure the default(s) and to reimburse the HRA for all costs and expenses, including attorneys' fee, incurred by the HRA in enforcing this Agreement. Any amount of the Security that is drawn by the HRA shall be held by the HRA in trust and disbursed only if, and to the extent, that the Security may be disbursed hereunder. Developer shall be released from any further obligation to maintain the Security and all amounts of such Security that may then exist shall be released to Developer upon the earlier of the following: (i) the sale of all Moderate Income Units by the Developer; or(ii)the termination of Developer's obligations to sell the Moderate Income Units as set forth in Paragraph 12 below. 9. Developer Warranties. Developer makes the following representations and warranties: A. The Developer is a Minnesota limited liability company, has power to enter into this Agreement and to perform its obligations hereunder and, by doing so, is not 46 in violation of any provisions of its articles of organization, operating agreement or member control agreement or the laws of the State. B. The Developer has obtained funds sufficient for the acquisition or construction of the Project. C. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement is not prevented, limited by or conflicts with (unless all necessary waivers, consents or the like have been obtained) or results in a breach of, material terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which they are bound, or constitutes a material default under any of the foregoing. 10. City Development Agreement. Prior to issuance of any grading or building permits for the Project Area, Developer shall enter into a Development Agreement with the City of Eden Prairie with respect to the Project and such Development Agreement shall be recorded against the Project Area. 11. Revision of Limits and Prices. If there are no prospective purchasers for any of the Moderate Income Units within six months following the issuance of the first building permit for the Project and upon written request of the Developer, the HRA shall revise the Moderate Income Limits and Affordable Housing Prices. 12. Moderate Income Units. Notwithstanding any contrary provision herein, the Developer's obligation to sell the Moderate Income Units subject to the requirements in Paragraph 1, and the conditions applicable to the Developer's sale of any Moderate Income Units in Paragraph 4, shall terminate upon the earlier of: (i) no Moderate Income Units have sold within 36 months following the issuance of the first building permit for the Project; or (ii) no Moderate Income Units have sold in the previous 12 months. Developer shall submit to the HRA evidence substantiating such lack of sales and the HRA shall execute an amendment to this Agreement terminating the obligation in Paragraph 1 and conditions in Paragraph 4. Upon such termination, the provisions of Paragraph 6 shall be deemed terminated with respect to any unsold Moderate Income Units, the waiver of the park dedication fee for unsold Moderate Income Units set forth in Paragraph 7 shall be revoked and the park dedication fee for all unsold Moderate Income Units shall become immediately due and payable by the Developer. Any Moderate Income Units which have been sold prior to termination shall remain subject to Paragraphs 6 and 7. All obligations in this Agreement not specifically amended or terminated by this Paragraph shall survive, including but not limited to applicable provisions concerning the remittance of a portion of "Profits" set forth in Paragraph 6 for Moderate Income Units sold prior to such termination. 13. Binding. This Agreement shall be recorded against the Project Area. Provisions of this Agreement shall be binding upon and enforceable as real covenants that "run" with the title to all lots within the Project Area, and shall also be enforceable against, and inure to the 47 benefit of the HRA and the Developer; provided, however, and notwithstanding any contrary provision herein, although the provisions of Paragraphs 6 and 7 herein constitute real covenants that run with title to the Moderate Income Units and that are enforceable against future owners of Moderate Income Units to the extent provided therein, Developer shall have no personal obligation to perform any of the covenants of Paragraphs 6 and 7 hereof, provided the Developer is not the seller in any transaction that constitutes a Non-Qualifying sale. 14. Remedies. Developer acknowledges, on its own and for all successors and assigns, that the rights of HRA to perform the obligations of Developer contemplated in this agreement are special, unique, and of an extraordinary character, and that, in the event that Developer violates, or fails, or refuses to perform any covenant, condition, or provision made herein, HRA may be without an adequate remedy at law. Developer agrees, therefore, that in the event Developer violates, fails, or refuses to perform any covenant, condition, or provision made herein, HRA may, at its option, institute and prosecute an action to specifically enforce such covenant, to enjoin conduct or activities that violate the terms hereof, withhold building permits, or seek any other remedy available at law or in equity. In the event of any litigation between the HRA and Developer to enforce or interpret the provisions hereof in which the HRA is the prevailing party, the HRA shall be entitled to an award requiring Developer to reimburse the HRA for all of its costs and expenses in such action, including reasonable attorneys' fees. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of any one or more remedies shall not constitute a waiver of any other remedy. 15. No HRA Liability. No failure of the HRA to comply with any term, condition, covenant or agreement herein shall subject the HRA to liability for any claim for damages, costs or other financial or pecuniary charges. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general fund or taxing powers of the HRA. 16. Recording. This Agreement shall be recorded at the County Recorder and / or Registrar of Titles at the closing of the Developer's purchase of the Project Area from the HRA. This Agreement shall be recorded after the deed from the HRA to Developer and prior to any mortgages or encumbrances. No land alteration or building permits for the Project Area shall be issued until proof of filing of the Agreement is submitted to the HRA. 17. Right of Entry. The Developer hereby grants to the HRA and the City of Eden Prairie, their agents, employees, officers and contractors a license to enter the Project Area to perform all work and inspections deemed appropriate by the HRA or City in conjunction with this Agreement. 18. No Third Party Beneficiaries. Except with respect to Developer, the HRA, and the covenants hereof that "run" with title to the lots within the Project pursuant to Paragraph 13 hereof, no provision of this Agreement inures to the benefit of any third person, including the public at large, so as to constitute any such person as a third-party beneficiary of the Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action for any such person. 48 IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. [signatures on following pages] 49 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE By NOT FOR SIGNATURE Nancy Tyra-Lukens Its Chair By NOT FOR SIGNATURE Rick Getschow Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 19th day of August, 2014, by Nancy Tyra-Lukens and Rick Getschow, respectively the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, on behalf of said authority. NOT FOR SIGNATURE Notary Public 50 EDEN GARDENS, LLC By_NOT FOR SIGNATURE Date: Matthew Hanish Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, Matthew Hanish, the Vice President, of Eden Gardens, LLC, a Minnesota limited liability company, on behalf of the company. NOT FOR SIGNATURE Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gregerson, Rosow, Johnson &Nilan, LTD 650 Third Ave S, Suite 1600 Minneapolis, MN 55376 51 EXHIBIT A TO TO HOUSING PROJECT AGREEMENT Depiction of Project Area scenic 1-16g its iid t — _ Scr7i • cem•c rieicyYls _ Scenic Heights�c5 n victory itither$r CP n � - 7 G i;1- Cfk a r9 MLllford or A�Pifito,t 4� MIIII rd pr Map dam¢soi a cu❑g1e 52 EXHIBIT B TO HOUSING PROJECT AGREEMENT Legal Description of Project Area Parcel 1 That part of Tract A described below: Tract A.That part of the Southwest Quarter of the Southeast Quarter of Section 17,Township 116 North,Range 22 West,Hennepin County,Minnesota,described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter;thence north along the east line thereof 914 feet;thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet,more or less,to the centerline of County Road No.4;thence northerly along said centerline 116.3 feet;thence westerly 482.6 feet, more or less to a point 1,018_6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17;thence west along the south line thereof 274 feet;thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet;thence south along said line 1,018.6 feet to south line thereof;thence east along said south line 274 feet to point of beginning;excepting therefrom said County Road No. 4; which lies southerly of Line 1 described below: Line 1. Beginning at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing,along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence South 76 degrees 10 minutes 15 seconds East 36.57 feet;thence South 64 degrees 51 minutes 39 seconds East 50.99 feet;thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219,87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; 53 together with that part of Tract A hereinbefore described,adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A,distant 23.06 feet southerly of its intersection with said 50 foot parallel line;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described,which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North,Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; 54 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots 1-10, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 55 EXHIBIT C TO HOUSING PROJECT AGREEMENT Green Features and Sustainable Neighborhood Items 1. Green Path advanced certified homes: efficient windows, insulation improvements, high efficiency HVAC systems, high efficiency appliances and efficient lighting systems, etc. Eden Gardens will be the first development wide effort, in the state,to build all homes to Green Path Advanced Certification. 2. Homes: a. Build all homes to be 'solar ready', allowing residents an easy retrofit for solar panels. b. Rough in electric, in garages, required for electric car chargers. c. Offer sun tunnels as an option. d. The model home will have a solar feature installed to display the possible solar options for future residents. The solar feature will consist of either a solar PV panel (electricity) or a solar hot water panel system to heat the homes water. Solar options will be available on all homes. e. Use of low VOC paints and insulation with a minimum of 20% recycled content on all units. On all market rate units, use of finger-jointed lumber for a minimum of 1/3 of the home's dimensional lumber. 3. Construction: All construction waste must be sorted and recycled as appropriate. 4. Low impact Site development strategies a. Reduce impervious surfaces; narrower street sections, in accordance with the final approved PUD and plat plans b. Reduce stormwater runoff and manage via rain gardens and bio-swales, in accordance with the final approved PUD and plat plans. Keep all stormwater mgmt on site; not utilizing MnDOT pond or other regional ponding. c. Reduce storm sewer piping and ponding, in accordance with the final approved PUD and plat plans. d. Shade streets to minimize the heat island effect in accordance with the final approved PUD and plat plans. e. Compact Development decreases urban sprawl. f. Use of eco-lawns (no-mow) in central green space, landscaped outlots and for all lawn areas of all home lots; eliminating dependency on irrigation and minimizing need for mowing. g. Utilization of native landscaping in accordance with City's native plant ordinance throughout development and no plantings that contain neonicotanoids. Drought tolerant plantings will require no irrigation; as well as low maintenance needs and costs to the HOA. h. Reduce impervious surfaces through eliminating some alleyways in accordance with the final approved PUD and plat plans. 56 i. Increase the amount of pervious surfaces. Install pervious surface sidewalks from the driveway to the front door of the model home and provide this as an option on all other units. j. Permeable Pavers—install permeable pavers at sidewalk to park shelter to decrease impervious surfaces and allow for groundwater recharge. 5. Site Lighting: c. Install high efficiency LED street lights; limiting light pollution, lowering maintenance and operational costs for the City. d. Install solar pathway lighting; eliminating the operational costs to the HOA and eliminating infrastructure required in standard practices (trenching for conduits/piping). 6. Site furnishings: install park furniture made of recycled plastics, (ie picnic tables). 7. Community Garden plots: Promotes local food growth and community gathering space. 8. Walkable Streets: minimal distance between the sidewalk and most buildings, sidewalks along 100%of street length, elevated ground floors, low design speeds for most streets, minimal driveway crossings along sidewalks. 9. Neighborhood Connections: connections to existing bike/walking trails and neighborhood sidewalks. Also, no cul-de-sacs are encouraged. 10. Community participation: multiple forms of community feedback to guide the project through design, in accordance with the final approved PUD and plat plans. 11. Solar and Green Roofs: Install green roofs on the garden shed and park shelter; install solar panels on the park shelter roof which can be used to power the bollards or other features in the common area. Excess electricity can be sold back to Xcel Energy and the proceeds from the sale can be used to offset Home Owners Association (HOA) costs. 12. Rain Barrels: Install at the park shelter and garden shed to capture excess rainwater and utilize in the garden plots. 13. Tot Lot—provide community gathering space for children 14. Site Signage: Install educational and interactive signage throughout public spaces of the development to inform residents, and community members, of the green strategies used. For example, create a sign by the rain garden that educates the importance and functions of these site features. We will work in partnership with the City, as they continue to educate residents of the importance of water resources, etc. 15. The developer shall provide as an option to potential buyers a floor plan providing single level living design. 16. Increase Green site features/benefits by increasing on-site storm water infiltration by the addition of bioswales and increased rain garden area, in accordance with the final approved PUD and plat plans. 57 AFFIDAVIT REGARDING CORPORATION STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) Nancy Tyra-Lukens,being first duly sworn,on oath say(s)that: 1. She is the Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a Minnesota municipal corporation, the entity named in the document dated , 2 , and filed for record , 2 , as Document No. (or in Book of , Page ) in the Office of the County Recorder of Hennepin County,Minnesota. 2. Said corporation's principal place of business is at: 8080 Mitchell Road, Eden Prairtie, Minnesota 55344. 3. There have been no: a. Bankruptcy proceedings involving said corporation during the time said corporation has had any interest in the premises described in the above document("Premises"); b. Unsatisfied judgments of record against said corporation nor any actions pending in any courts,which affect the Premises; or c. Tax liens filed against said corporation,except as herein stated: none. 4. Any bankruptcy or company dissolution proceedings of record against said corporation,parties or entities with the same or similar names, during the time period in which the above named corporation had any interest in the Premises, are not against the above named corporation. 5. Any judgments or tax liens of record against a corporation with the same or similar names are not against the above named corporation. 6. There has been no labor or materials furnished to the Premises at the request of the above-named corporation for which payment has not been made. 7. There are no unrecorded contracts, leases, easements or other agreements or interest relating to the Premises to which the above-named corporation is a party. 8. There are no persons in possession of any portion of the Premises of which Affiant has knowledge. 9. There are not encroachments or boundary line questions affecting the Premises of which Affiant has knowledge. Affiant knows the matters stated above are true and makes this Affidavit for the purpose of inducing the passing of title to the Premises. 3836145v1 Nancy Tyra-Lukens, in her capacity as Director of the Housing and redevelopment Authority in and for the City of Eden Prairie Subscribed and sworn to before me this day of ,2014. Signature of Notary Public THIS INSTRUMENT DRATED BY: Fabyanske,Westra,Hart&Thomson,P.A. 333 South Seventh Street, Suite 2600 Minneapolis,MN 55402 612-359-7600 3836145v1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is dated as of August 19, 2014 between the Housing Redevelopment Authority in and for the City of Eden Prairie, Minnesota a municipal corporation and political subdivision organized and existing under the Constitution and the laws of the State of Minnesota(referred to as "Seller") and Eden Gardens, LLC, a Minnesota limited liability company(referred to as "Buyer"). RECITALS The Minnesota Department of Transportation (referred to as "MnDOT") is the fee owner of certain real property located in Hennepin County, Minnesota, containing approximately 8.44 acres, legally described on the attached Exhibit A (the "Land"). The Land, together with all buildings and improvements constructed or located on the Land and all easements and rights benefiting or appurtenant to the Land is collectively referred to herein as the "Real Property". WHEREAS, Seller has determined that there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City; WHEREAS, in order to alleviate the housing shortage, the HRA has determined to carry out a housing development project pursuant to Minn. Stat. 469.017(the "Project"); WHEREAS, the goals for the Project are to increase environmental sustainability/energy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green" measures with 20 of the housing units to be sold to people with moderate incomes; WHEREAS, in order to ensure that the housing development project partially alleviates the shortage of moderate income housing, the HRA will establish moderate income and price limits and buyer eligibility requirements for the housing development project; WHEREAS, Seller has adopted H.R.A. Resolution No. 2014-01 and H.R.A. Resolution No. 2014-02 relating to the housing development project, approving the project, approving purchase and sale of the Real Property, and establishing regulations for the project. WHEREAS, Seller intends to acquire the Real Property from MnDOT after which Seller desires to sell the Real Property to Buyer and Buyer desires to purchase the Real Property from Seller, pursuant to the terms of this Agreement. Upon purchase of the Real Property Buyer shall complete the housing development project on the Real Property. For purposes of this Agreement the effective date is the later date both Seller and Buyer shall have executed this Agreement ("Effective Date") as shown by the dates next to their signature blocks. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Sale of Real Property. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the Real Property. 2. Purchase Price. The purchase price to be paid by Buyer to Seller is Nine Hundred Fifty Thousand and no/100 Dollars ($950,000.000). 3. Payment of Purchase Price. The Purchase Price shall be paid as follows: 3.1 Earnest Money. One Hundred Thousand and no/100 Dollars ($100,000) as earnest money ("Earnest Money") which Earnest Money shall be held by Custom Home Builders Title ("Escrow Agent") in an interest bearing escrow account, pursuant to the Escrow Agreement attached hereto as Exhibit B, provided, however, that the fee for any such account shall be paid by Buyer. The Earnest Money shall be deposited within three (3) business days of the Effective Date. Unless otherwise disbursed pursuant to the Escrow Agreement, the Earnest Money and all interest accrued thereon shall be paid to Seller at Closing and credited against the Purchase Price. 3.2 Closing Payment. Subject to adjustments provided for herein, Eight Hundred Fifty Thousand and no/100 Dollars ($850,000.00) in cash or by wire transfer of U.S. Federal Funds to be received by Seller on or before 1:00 p.m. local time on the Closing Date. 4. A. Buyer's Contingencies. Unless waived by Buyer in writing, Buyer's obligation to purchase the Real Property shall be subject to and contingent upon each of the following: 4.1 Performance of Seller's Obligations. Seller shall have performed all of the obligations required to be performed by Seller under this Agreement, as and when required by this Agreement. 4.2 Title. Title shall have been found acceptable by Buyer or made acceptable in accordance with the requirements and terms of Section 10 below. 4.3 Phase I. No later than forty-five (45) days after the Effective Date Buyer shall have determined that it is satisfied with a Phase I Environmental Report (prepared in accordance with the current ASTM standard for Phase I environmental site assessments) to be prepared with regard to the Real Property by an environmental consultant reasonably acceptable to Buyer (the "Phase I"). Buyer shall cause the Phase Ito be prepared no later than thirty-five (35) days after the Effective Date at Buyer's cost and expense. Buyer shall deliver a copy to Seller within three (3) business days after any 2 termination of this Agreement. 4.4 Testing. No later than forty-five (45) days after the Effective Date Buyer shall have determined that it is satisfied with the results of and matters disclosed by any soil tests, engineering inspections, hazardous waste and environmental reviews of the Real Property, all such tests, inspections and reviews to be obtained at Buyer's sole cost and expense. 4.5 No Adverse Action. There shall not exist on the Closing Date any lawsuit, governmental investigation or other proceeding challenging the transaction contemplated in this Purchase Agreement, or which might adversely affect the right of Buyer to own, develop, or use the Real Property after the Closing Date for Buyer's intended use. 4.6 Governmental Approval. No later than one-hundred twenty (120) days after the application date Buyer shall have obtained approval from the City of Eden Prairie all full and final approvals for a housing development, including, without limitation, City Council approval of: a Resolution for Planned Unit Development Concept Review, 1st and 2nd Reading of an Ordinance for Planned Unit Development District Review and Zoning District Change, Site Plan Review, (hereinafter collectively referred to as "Governmental Approvals"). Seller shall without charge to Buyer cooperate in Buyer's attempts to obtain all such governmental approvals. Seller shall further execute such rezoning applications, plans, environmental worksheets and other documents as may be required by governmental bodies to accomplish the foregoing. Buyer has made application with the City of Eden Prairie for the Government Approvals. 4. B. Termination by Buyer. If any of the foregoing contingencies set forth in Section 4. A. of this Agreement have not been satisfied, in Buyer's sole discretion, on or before the stated date then this Agreement may be terminated, at Buyer's option, by written notice from Buyer to Seller; provided, however, Buyer may only terminate this Agreement as a consequence of its dissatisfaction with the physical condition of the Property if Buyer has performed reasonable and customary investigation or due diligence with respect to the physical attributes of the Real Property that Buyer finds unsatisfactory. Such notice of termination shall be given no later than three (3) business days after the stated date for the relevant contingency item, provided, however, that said notice shall be given prior to the Closing Date. If Buyer fails to give notice of termination as provided above, the contingencies are automatically deemed waived. Buyer may also waive any contingency by written notice to Seller but such written notice is not required for a waiver to be effective. Upon a termination by Buyer (a) Buyer and Seller shall execute a recordable written termination of this Agreement, which shall include Buyer's quit claim of any interest in and to the Real Property, (b) the Earnest Money and any interest accrued thereon shall be released to Buyer, and (c) upon fulfillment of(a) and (b) above neither party will have any further rights or obligations regarding this Agreement or the Real Property except for the rights and obligations of indemnification set forth in Sections 6, 13, 15 and 16. 3 5. Seller's Contingencies. Unless waived by Seller in writing, Seller's obligation to sell the Real Property to Buyer shall be subject to and contingent upon the occurrence of each of the following on or before the Closing Date: 5.1 Acquisition. Seller shall have acquired fee simple marketable title of the Real Property from MnDOT on or before the Closing Date. 5.2 Financing. Buyer has provided to Seller a commitment to finance the acquisition of the Real Property from a lender and on terms satisfactory to Seller. 5.3 Approvals. Buyer shall have obtained all Governmental Approvals. 5. B. Termination by Seller. If any of the foregoing contingencies set forth in Section 5. A. of this Agreement have not been satisfied on or before the Closing Date then this Agreement shall automatically be terminated. Upon such a termination(a) Buyer and Seller shall execute a recordable written termination of this Agreement, which shall include Buyer's quit claim of any interest in and to the Real Property, (b) the Earnest Money and any interest accrued thereon shall be released to Buyer, and (c) upon fulfillment of(a) and(b) above neither party will have any further rights or obligations regarding this Agreement or the Real Property except for the rights and obligations of indemnification set forth in Sections 6, 13, 15 and 16. 6. Buyer's Access Investigation and Security. Seller shall, pursuant to MnDOT's approval, allow Buyer, and Buyer's agents, access to the Real Property without charge and at all reasonable times for the purpose of Buyer's investigation and testing the same. Buyer shall pay all costs and expenses of such investigation and testing and shall indemnify and hold Seller, MnDOT and the Real Property harmless from all costs and liabilities relating to Buyer's activities. Buyer shall further promptly repair and restore any damage to the Real Property caused by or occurring during Buyer's testing and return the Real Property to substantially the same condition as existed prior to such entry. 7. Seller's Closing Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following(collectively, "Seller's Closing Documents"): 7.1 Deed. A Warranty Deed, in recordable form reasonably satisfactory to Buyer, conveying the Real Property to Buyer, free and clear of all encumbrances, except the Encumbrances set forth on Exhibit C hereto and the Permitted Encumbrances. 7.2 Title Policy. The Policy described in Section 10 of this Agreement, or a suitably marked up Title Commitment for the Policy initialed by Title Company, in the form required by this Agreement. 7.3 Affidavit. Such Affidavit of Seller as may be reasonably required by Title Company to issue the Policy. 4 7.4 IRS Reporting Form. The appropriate Federal Income Tax reporting form, if any, as required. 7.5 Housing Project Agreement. The Housing Project Agreement attached hereto as Exhibit D. 7.6 Other Documents. All other documents reasonably determined by Buyer to be necessary to transfer the Real Property to Buyer free and clear of all encumbrances, except the Permitted Encumbrances. 8. Buyer's Closing Documents. On the Closing Date, Buyer will execute and/or deliver to Seller the following (collectively, "Buyer's Closing Documents"): 8.1 Purchase Price. The Purchase Price, by wire transfer of U.S. Federal Funds or by certified check to be received in Title Company's trust account or delivered to Seller on or before 1:00 p.m. local time on the Closing Date. 8.2 Title Documents. Such Affidavits of Purchaser, Certificates of Value or other documents as may be reasonably required by Title Company in order to record the Seller's Closing Documents and issue the Policy. 8.3 Executive Order Affidavit. An affidavit properly executed and in recordable form confirming the Buyer's representations in Section 13.2. 8.4 Other Documents. All other documents reasonably determined by Seller to be necessary to consummate the transaction contemplated hereby in a manner consistent with the terms and conditions hereof. 8.5 Housing Project Agreement. The Housing Project Agreement attached hereto as Exhibit D. 9. Prorations. Seller and Buyer agree to the following prorations and allocation of costs regarding this Agreement: 9.1 Title Insurance and Closing Fee. Seller will pay all costs of the Title Evidence described in Section 10 of this Agreement and the fees charged by Title Company for any escrow required regarding Buyer's Objections. Buyer will pay the premium or cost of the Owner's Title Policy and all additional premiums required for the issuance of any Mortgagee's Title Insurance Policy required by Buyer. Seller and Buyer will each pay one- half of any reasonable and customary closing fee or charge imposed by any closing agent designated by Title Company. 9.2 Deed Tax. Seller shall pay all state deed tax regarding the Warranty Deed to be delivered by Seller under this Agreement. 5 9.3 Real Estate Taxes and Special Assessments. At Closing, the Purchase Price shall be adjusted as follows: 9.3.1 Current Year's Taxes. All real property taxes which have become a lien on the Real Property("Taxes") and which are due and payable prior to the year in which Closing occurs, shall be paid by Seller at or prior to Closing. All Taxes which are due and payable in the year in which Closing occurs shall be prorated to the Closing Date and Seller's portion shall be paid by Seller at Closing. This proration shall result in Seller's payment of Taxes from January 1 to the date immediately prior to the Closing Date and Buyer's payment of Taxes from the Date of Closing to December 31. 9.3.2 Assessments. All charges for improvements or services already made to or which benefit the Real Property, and all levied assessments (general or special) arising out of or in connection with any assessment district created or confirmed prior to the Effective Date ("Assessments") shall be paid in full by Seller at Closing. All assessments (general or special) which are levied after the Effective Date and all assessments (general or special) which are pending but not levied as of the Effective Date or which become pending after the Effective Date shall be assumed and paid by Buyer. 9.4 Recording Costs. Seller will pay the cost of recording all documents necessary to place record title in the condition warranted by Seller and requested by Buyer in this Agreement. Buyer will pay the cost of recording all other documents, including the cost of recording the final plat. 9.5 Other Costs. All other operating costs of the Real Property will be allocated between Seller and Buyer as of the Closing Date, so that Seller pays that part of such other operating costs payable before the Closing Date, and Buyer pays that part of such operating costs payable from and after the Closing Date. 9.6 Attorney's Fees. Each of the parties will pay its own attorney's fees, except that a party defaulting under this Agreement or any closing document will pay the reasonable attorneys fees and costs incurred by the non-defaulting party to enforce its rights regarding such default. 10. Title Examination. Title examination will be conducted as follows: 10.1 Seller's Title Evidence. Seller shall, no later than thirty(30) days after the Effective Date furnish to Buyer, at Seller's cost and expense, the 6 following: A commitment ("Title Commitment") for the most current ALTA Form B Owner's Policy of Title Insurance insuring title to the Real Property in the amount of the Purchase Price, issued by Custom Home Builders Title ("Title Company"). The Title Commitment will commit Title Company to insure title to the Real Property subject only to the Permitted Encumbrances. 10.2 Survey. No later than thirty (30) days after its receipt of the Title Commitment Buyer may obtain at its own expense an ALTA/ASCM as built survey (the "Survey") prepared by a Registered Land Surveyor properly licensed to practice in the State of Minnesota in form acceptable to Buyer (the "Survey"). Buyer shall provide a copy of the Survey to Seller within three (3) days after any termination of this Agreement. 10.3 Buyer's Objections. Within ten (10) business days after receiving the later of the Title Commitment and the Survey, Buyer shall make written objections ("Objections") to the form and/or contents of the Title Commitment and the Survey if Buyer has obtained one within the time set forth in 10.2. Buyer's failure to make Objections within such time period will constitute a waiver of Objections. Any matter shown on the Title Commitment and/or Survey and not objected to by Buyer shall be a "Permitted Encumbrance" pursuant to this Agreement. Seller will have sixty (60) days after receipt of the Objections to cure the Objections, during which period the Closing will be postponed as necessary. Seller shall use its best efforts to correct any Objections. To the extent that the Objections are not cured within such sixty (60) day period, Buyer will have the option to terminate this Agreement and receive a refund of the Earnest Money, or waive the Objections and proceed to Closing. 11. Closing. The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur contemporaneously with Seller's acquisition of the Property from MnDOT. The Closing shall occur on August 29, 2014, or another date mutually agreed upon by the parties (the "Closing Date"). The Closing shall take place at the offices of the Title Company, or at such other place as may be agreed to. Seller agrees to deliver possession of the Real Property to Buyer on the Closing Date. 12. No Representations by Seller. IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE REAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER'S LIMITED OR SPECIAL WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITIONS, UTILITIES, ACCESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE REAL 7 PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY PROPERTY DATA OR OTHER INFORMATION PERTAINING TO THE REAL PROPERTY DELIVERED TO BUYER BY SELLER, OR ANY OTHER MATTER OR THING REGARDING THE REAL PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, SELLER SHALL SELL AND BUYER SHALL ACCEPT THE REAL PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS". BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE REAL PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING,UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL HAVE HAD THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE REAL PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL, ENVIRONMENTAL AND GEOTECHNICAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF OF THE CONDITION OF THE REAL PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES OR MATERIALS ON, WITHIN, UNDER OR DISCHARGED FROM THE REAL PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES WITH RESPECT THERETO. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, ADVERSE PHYSICAL, ENVIRONMENTAL AND GEOTECHNICAL CONDITIONS MAY HAVE BEEN REVEALED BY BUYER'S INVESTIGATIONS, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER(AND SELLER'S OFFICERS,BOARD MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS'FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER' OFFICERS, BOARD MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE REAL PROPERTY. 13. Representations and Warranties by Buyer. Buyer represents and warrants to Seller 8 as follows: 13.1 Authority. Buyer is a limited liability company duly organized under the laws of the State of Minnesota; that Buyer is duly qualified to transact business in the State of Minnesota; that Buyer has the requisite company power and authority to enter into this Agreement and the Buyer's Closing Documents signed by it; such documents have been duly authorized by all necessary company action on the part of Buyer and have been duly executed and delivered; that the execution, delivery and performance by Buyer of such documents do not conflict with or result in violation of state law or any judgment, order or decree of any court or arbiter to which Buyer is a party; such documents are valid and binding obligations of Buyer, and are enforceable in accordance with their terms. 13.2 Anti-Terrorism, Executive Order 13224 and Public Law 107-56. The Buyer is not in violation of any laws relating to terrorism or money laundering ("Anti-Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the "Executive Order"), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. The Buyer or, to the knowledge of the Buyer, none of its agents acting or benefiting in any capacity in connection with the transaction, is any of the following: 13.2.1 Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; 13.2.2 Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; 13.2.3 Person or entity with which Seller is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; 13.2.4 Person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order; or 13.2.5 Person or entity that is named as a "specially designated national and blocked person" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. The Buyer or, to the knowledge of Buyer, any of its agents acting in any 9 capacity in connection with the transaction does not (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described above, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Buyer will indemnify Seller, its successors and assigns, against, and will hold Seller, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that Seller incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after closing; provided, and notwithstanding the foregoing, each of the representations and warranties herein contained shall survive the Closing for a period of three years and any action concerning a breach of any of the foregoing representations or warranties of Buyer shall be commenced within three years of the Closing or shall be deemed waived. Consummation of this Agreement by Seller with knowledge of any breach of such warranties and representations by Buyer will constitute a waiver or release by Seller of any claims due to such breach. 14. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or any part of the Real Property by any entity, Seller shall immediately give notice to Buyer of such fact and at Buyer's option (to be exercised within thirty (30) days after the date of Seller's notice), this Agreement shall terminate, in which event neither party will have further obligations under this Agreement, except for the rights and obligations of indemnification set forth in Sections 6, 13, 15 and 16, and the Earnest Money, together with any accrued interest, shall be refunded to Buyer. If Buyer shall fail to give such notice then there shall be no reduction in the Purchase Price, and Seller shall assign to Buyer at the Closing Date all of Seller's right, title and interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing Date, if the Agreement has not been terminated pursuant to the first sentence of this Section, Seller shall not designate counsel, appear in, or otherwise act with respect to such condemnation proceedings without Buyer's prior written consent. 15. Broker's Commission. Seller and Buyer represent and warrant to each other that they have dealt with no brokers, finders or the like in connection with this transaction. The parties agree to indemnify each other and to hold each other harmless against all claims, damages, costs or expenses of or for any other such fees or commissions resulting from their actions or agreements regarding the execution or performance of this Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorneys' fees. 16. Mutual Indemnification. Seller and Buyer agree to indemnify each other against, and hold each other harmless from, all liabilities (including reasonable attorney's fees in defending against claims) arising out of the ownership, operation or maintenance of the Real Property for their respective periods of ownership. Such rights of indemnification will not arise 10 to the extent that (a) the party seeking indemnification actually receives insurance proceeds or other cash payments directly attributable to the liability in question, (net of the cost of collection, including reasonable attorney's fees) or (b) the claim for indemnification arises out of the act or neglect of the party seeking indemnification. If and to the extent that the indemnified party has insurance coverage, or the right to make claim against any third party for any amount to be indemnified against as set forth above, the indemnified party will, upon full performance by the indemnifying party of its indemnification obligations, assign such rights to the indemnifying party or, if such rights are not assignable, the indemnified party will diligently pursue such rights by appropriate legal action or proceeding and assign the recovery and/or right of recovery to the indemnifying party to the extent of the indemnification payment made by such party. 17. Assignment. Buyer may not assign its rights under this Agreement, without the prior written consent of the Seller which consent shall be granted if the assignment is commercially reasonable. 18. Survival. Except as stated in Section 13, all of the terms of this Agreement will survive and be enforceable for a period of one year after the Closing. 19. Notices. Any notice required or permitted to be given by any party upon the other is given in accordance with this Agreement if it is directed to Seller by delivering it personally to an officer of Seller, or if it is directed to Buyer, by delivering it personally to an officer of Buyer, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to Seller: Housing Redevelopment Authority in and for the City of Eden Prairie Attn: Janet Jeremiah 8080 Mitchell Road Eden Prairie, MN 55344 With a copy to: Richard Rosow Gregerson, Rosow, Johnson&Nilan, LTD. 650 Third Ave South, Suite 1600 Minneapolis, MN 55402 If to Buyer: Eden Gardens, LLC Attn: Matthew Hanish 525 — 15th Avenue South Hopkins, MN 55347 With a copy to: Gary Eidson Fabyanske, Westra, Hart& Thomson, P.A. 333 South Seventh Street, Suite 2600 Minneapolis, MN 55402 11 Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as aforesaid, provided, however, that if notice is given by deposit that the time for response to any notice by the other party shall commence to run one business day after any such deposit. Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. 20. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement. 21. Entire Agreement; Modification. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Real 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. 22. Binding Effect. This Agreement binds and benefits the parties and their successors and assigns. 23. Controlling Law. This Agreement has been made under the laws of the State of Minnesota, and such laws will control its interpretation. 24. Remedies. If either Party defaults under this Agreement, the non-defaulting Party shall have the right to terminate this Agreement by giving written notice to the defaulting Party. If Buyer fails to cure such default within five (5) business days of the date of such notice from Seller, Seller may cancel this Agreement pursuant to Minn. Stat. § 559.21. If Seller fails to cure such default within five (5) business days of the date of such notice from Buyer, Buyer may immediately terminate this Agreement by delivering to Seller at the address noted in Section 19 a Notice of Termination executed by an authorized representative(s) of Buyer. The foregoing is the exclusive remedy for either Party. All other remedies, including damages for breach, equitable remedies, specific performance, and all other remedies at law or equity are waived and relinquished by each of the Parties. SIGNATURES ON SUCCEEDING PAGE 12 IN AGREEMENT, Seller and Buyer have executed this Agreement as of the date first written above. SELLER: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE By Date: Nancy Tyra-Lukens Its Chair By Date: Rick Getschow Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 19th day of August, 2014, by Nancy Tyra-Lukens and Rick Getschow, respectively the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, on behalf of said authority. Notary Public 13 BUYER: EDEN GARDENS, LLC By Date: Matthew Hanish Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, Matthew Hanish, the Vice President, of Eden Gardens, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public 14 EXHIBIT A TO PURCHASE AGREEMENT Legal Description of Land Parcel l That part of Tract A described below: Tract A.That part of the Southwest Quarter of the Southeast Quarter of Section 17,Township 116 North,Range 22 West,Hennepin County,Minnesota,described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter;thence north along the east line thereof 914 feet;thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet,more or less,to the centerline of County Road No.4;thence northerly along said centerline 116.3 feet;thence westerly 482.6 feet, more or less to a point 1,018.6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17;thence west along the south line thereof 274 feet;thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet;thence south along said line 1,018.6 feet to south line thereof;thence east along said south line 274 feet to point of beginning;excepting therefrom said County Road No. 4; which lies southerly of Line 1 described below: Line 1. Beginning at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing,along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence South 76 degrees 10 minutes 15 seconds East 36.57 feet;thence South 64 degrees 51 minutes 39 seconds East 50.99 feet;thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; 15 together with that part of Tract A hereinbefore described,adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A,distant 23.06 feet southerly of its intersection with said 50 foot parallel line;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described,which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North,Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; 16 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots 1-10, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 17 EXHIBIT B TO PURCHASE AGREEMENT ESCROW AGREEMENT The undersigned ("Title Company"), acknowledges receipt of $ (the "Earnest Money") to be held by it pursuant to the Purchase Agreement to which this Escrow Agreement is attached. Title Company will hold the Earnest Money (hereinafter the "Earnest Money") in accordance with the terms of the Purchase Agreement and disburse the same strictly in accordance with such terms. Title Company will invest the Earnest Money in such interest-bearing accounts, instruments, corporate paper, or money market funds as approved by both Buyer and Seller, Interest will accrue for the benefit of Buyer, unless the Purchase Agreement is terminated by reason of the default of Buyer, in which case the interest will be paid to Seller. Prior to the waiver or satisfaction of its contingencies, Buyer may direct the Title Company to return the Earnest Money to it if Buyer is entitled to terminate and elects to terminate the Purchase Agreement. Title Company is not responsible for any decision concerning performance or effectiveness of the Purchase Agreement or for resolution of any disputes concerning the Purchase Agreement. Title Company is responsible only to act in accordance with the joint and mutual direction of both Seller and Buyer, or in lieu thereof, the direction of a court of competent jurisdiction except as to Buyer's right to direct the return of the Earnest Money in accordance with the Purchase Agreement. Seller and Buyer will hold Title Company harmless from all claims for damages arising out of this Escrow Agreement and do hereby agree to indemnify Title Company for all costs and expenses in connection with this escrow, including court costs and attorneys' fees, except for Title Company's failure to account for the funds held hereunder, or acting in conflict with the terms hereof. The fees and charges of the Title Company will be paid by Seller. This Escrow Agreement is dated this day of , 20 • By Its 18 EXHIBIT C TO PURCHASE AGREEMENT ENCUMBRANCES 1. Federal, state and municipal laws, ordinances, rules and regulations. 2. Utility and drainage easement(s), if any, as shown on the recorded plat. 3. The lien of real estate taxes and pending special assessment not yet due and payable subject to the proration and allocation provisions hereof. 4. Restrictions in deed from MnDOT to City or HRA that: (a) the Property is conveyed for"public purposes"; and/or (b)the Property and the title thereto shall revert and vest in the State of Minnesota whenever the Property ceases to be used for the stated public purposes. 5. 6. 19 EXHIBIT D TO PURCHASE AGREEMENT Housing Project Agreement HOUSING PROJECT AGREEMENT THIS AGREEMENT, made as of the 19th day of August, 2014, by and between the Housing Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and the laws of the State of Minnesota (the "HRA") and Eden Gardens, LLC, a Minnesota limited liability company(the "Developer"), WITNESSETH: WHEREAS, pursuant to Minn. Stat. 469.017, the HRA has the authority to complete a housing development project; WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-01 at a duly noticed meeting on August 19, 2014. In H.R.A. Resolution No. 2014-01 the HRA found that there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City and determined to carry out a housing development project to partially alleviate the shortage (the "Project"); WHEREAS, the property on which the Project will be constructed is located at the southwest corner of Eden Prairie Road and Scenic Heights Road as illustrated on attached Exhibit A("Project Area") and is legally described on attached Exhibit B. WHEREAS, the goals for the Project are to increase environmental sustainability/energy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green" measures with 20 of the housing units to be sold to people with moderate incomes as defined below; WHEREAS, in order to ensure that the housing development project partially alleviates the shortage of moderate income housing, the HRA in H.R.A. Resolution No. 2014-01 established moderate income and affordability limits for the Project; WHEREAS, based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, the HRA has determined that 16 of the housing units in the Project may be sold at market rates. The market rate housing units shall be located on Lot 1, Block 1 and Lots 1-15, Block 5, Eden Gardens. The remaining 20 housing units (collectively the "Moderate Income Units") must be sold to people with incomes that fall within the range of the "Moderate Income Limits" (as defined below in Paragraph 1.B hereof) and at prices that fall within the range of "Affordable Housing Prices" (as defined below in Paragraph 1.0 hereof), that are applicable at the time of such sale. The Moderate Income Units shall be located on Lots 1-5, Block 2, Lots 1- 5, Block 3, and Lots 1-10, Block 4, Eden Gardens; and 20 WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-02 at a duly noticed public hearing on August 19, 2014. In H.R.A. Resolution No. 2014-02 the HRA approved the purchase and sale of the Project Area; set the estimated market value of the Project Area; and selected Developer to complete the Project subject to the condition that Developer and HRA enter into this Housing Project Agreement. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1. Housing Criteria. The Project shall consist of 36 single family units. Twenty units shall be Moderate Income Units. The remaining 16 units may be sold at market rates. The size of the 20 Moderate Income Units shall range between 1600 and 2200 square feet above grade and the 16 market rate units shall range between 1600 and 2600 square feet above grade. Floor plans available for potential buyers shall include a one-level living floor plan option. The 20 Moderate Income Units shall be priced and sold based on the following calculations: A. Project Feasibility. Based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, 16 of the housing units in the Project may be sold at market rates. The market rate units shall be built on Blocks 1 and 5 as shown on the Preliminary Plat of Eden Gardens. The 20 Moderate Income Units must be sold: (i) to people who qualify under the Moderate Income Limits set forth below in B; and (ii) at the Affordable Housing Prices set forth below in C. B. Moderate Income Limits. The U.S. Department of Housing and Urban Development annually determines the area median income for Hennepin County ("Area Median Income"). The Area Median Income is published annually in December for use in the following year. The HRA hereby determines that the moderate income limits for the Project (the "Moderate Income Limits") shall be 80% to 120% of the Area Median Income. (For example, the Area Median Income for Hennepin County published in December 2013 for use in the year 2014 was $82,900. The moderate income limits for all Moderate Income Units sold in 2014 is $66,320 to $99,480.) C. Affordable Housing Prices. Based upon the Area Median Income the Minnesota Housing Finance Authority annually sets a loan limit for the 11-County Metro ("Area Affordable Price"). The Area Affordable Price is published in December for use in the following year. For purposes hereof, the affordable housing prices for persons of moderate income for the Project shall be 80% to 120% of the Area Affordable Price (the "Affordable Housing Prices") (For example, the Area Affordable Price published in December 2013 for use in the year 2014 was $310,000. Consequently, the Affordable Housing Prices for all Moderate Income Units sold in 2014 is $248,000 to $372,000.) 21 2. Minnesota's Green Path Development Standards. The Developer shall construct the Project in a manner that meets Minnesota's Green Path ("Green Path") standards as required in the attached as Exhibit C. 3. Community Involvement. The Developer shall engage the community by involving Hennepin Technical College. Specifically, the Developer shall involve students through opportunities such as framing a home, learning how `green' mechanical/electrical systems work or learning green techniques used in stormwater management. 4. Sale of the Project Area. For purposes of this Agreement, "sale" includes any transfer of a housing unit including but not limited to sale, conveyance, gift, and involuntary transfer. The Developer may not close on the sale of any Moderate Income Unit unless all of the following conditions have been met: A. All infrastructure including streets, sanitary sewer, water, and storm sewer, but not including landscaping and the final wear course on streets and other items that cannot reasonably be completed due to winter weather conditions and that do not materially affect the use or function of such items of infrastructure, are substantially complete and accepted in writing by the City; B. All public space including common areas, parks and community buildings are complete and accepted in writing by the HRA; C. The residential structure on the lot to be sold has been issued a certificate of occupancy or temporary certificate of occupancy; and D. The sale has been approved in writing by the HRA prior to closing in order to ensure compliance with the terms of this Agreement. In order to request such approval for the sale of each Moderate Income Unit, Developer, or any subsequent owner that is selling a Moderate Income Unit, shall submit a complete application to the HRA for the sale of each Moderate Income Unit in such form and substances as required by the HRA, which shall include at a minimum all information required by the HRA to verify the income of the prospective purchaser. Upon receipt of a complete application the HRA shall inform the Developer or other requesting party, in writing and within five business days, whether the application is approved. If the HRA fails to respond to a complete application within five business days, the application will be deemed approved. 5. Initial Sale of Housing Units by Developer. Initial sale of Moderate Income Units by the Developer shall comply with the income and pricing requirements set forth in Paragraph 1. In addition, during the Preference Period, the initial sale of all housing units by the Developer shall give preference to prospective buyers who live or work in the City of Eden Prairie. During the Preference Period, Developer shall market to residents and employees of Eden Prairie businesses and permit those who live or work within the City of Eden Prairie to have the first opportunity to sign a purchase agreement for their desired lot, or if no specific lot is specified, for a lot within the Project. As used herein, the phrase "Preference Period" shall refer 22 to the period of time that elapses between the date hereof and the 180th day after the date of the issuance of the first building permit for the Project. 6. Future Sale of Housing Units. After the initial sale of any Moderate Income Unit by the Developer, the seller in any subsequent sale of a Moderate Income Unit that consists of a "Non-Qualifying Sale" and that is closed within 10 years of the date of the initial sale by the Developer of the subject Moderate Income Unit, shall remit the "Applicable Portion of the Profit" received by such seller in such transaction to the City for reinvestment in low and moderate income housing initiatives. As used herein, the phrase "Non-Qualifying Sale" shall be defined as the sale of a Moderate Income Unit that is closed within 10 years of the date of the initial sale of such Moderate Income Unit by the Developer and that is made either: (i) to a buyer that has income in excess of the Moderate Income Limits or (ii) at a price that is in excess of the Affordable Housing Prices, both as measured in the year in which the closing of such sale of the Moderate Income Unit occurs. The Seller of any Moderate Income Unit may apply to the HRA pursuant to Paragraph 4.D hereof for a determination that a prospective sale of such Moderate Income Unit shall not constitute a Non-Qualifying Sale. As used herein, the phrase "Applicable Portion of the Profit" shall refer to the portion designated pursuant to the chart set forth below in Paragraph 6.B. A. Profit. The "Profit" from the subsequent sale of a Moderate Income Unit shall be defined as the funds received by the seller from the buyer at the closing of such sale, after deduction of the sum of the following: (i) all costs and fees listed on the settlement statement (which costs shall include any park dedication fee paid pursuant to Paragraph 7 hereof), excluding amounts necessary to satisfy any mortgages recorded against the property; (ii) the amount of the seller's basis in the Moderate Income Unit as of the date of its acquisition thereof; plus (iii) the cost of improvements made by the seller as defined in IRS publication 523 which increase the seller's basis in the Moderate Income Unit. B. Remittance. The amount of any"profit" that is required to be remitted to the City by the seller of a Moderate Income Unit in a Non-Qualifying Sale shall be as follows: Time elapsed since the date of the Profits to be initial purchase of the housing unit remitted to from the Developer City Less than 1 year _ 90% At least 1 year but less than 2 years _ 80% At least 2 years but less than 3 years _ 70% At least 3 years but less than 4 years 60% At least 4 years but less than 5 years _ 50% At least 5 years but less than 6 years _ 40% At least 6 years but less than 7 years _ 30% At least 7 years but less than 8 years _ 20% At least 8 years but less than 9 years 10% 23 At least 9 years but less than 10 years 5% Regardless of the number of times a Moderate Income Unit is sold, the requirements of this Paragraph 6 shall apply to any subsequent sale of such Moderate Income Unit that consists of a Non-Qualifying Sale and shall be based on the amount of time that has elapsed from the date of the initial sale of the housing unit by the Developer; provided, however, the provisions of this Paragraph 6 shall not be applicable to any sale of any Moderate Income Unit that closes at any time subsequent to the 10th anniversary of the closing of the initial sale of such Moderate Income Unit by the Developer. 7. Park Dedication Fee. The park dedication fee of $6,500.00 per unit shall be waived for each Moderate Income Unit; provided, however, if any closing upon the sale of a Moderate Income Unit in a Non-Qualifying Sale occurs at any time within 10 years of the date of the initial sale of the Moderate Income Unit by the Developer, the waiver of the park dedication fee for that Moderate Income Unit shall be revoked and such park dedication fee in the amount of $6,500.00 shall be due and payable at the time of the closing of such Non-Qualifying Sale. 8. Bond. Prior to issuance of any grading or building permits for the Project Area, Developer shall provide to the HRA a bond equal to $100,000 to secure the Developer's obligations pursuant to this Agreement, including to reimburse the HRA for costs, including reasonable attorney fees, incurred by the HRA in any action to enforce or interpret the provisions of this Agreement (the "Security"). The HRA may draw down on or make a claim against the Security, as appropriate, upon five (5)business days' notice to the Developer, for any violation of the terms of this Agreement or if the Security is allowed to lapse prior to the end of the required term. If the Security has not then been renewed, replaced or otherwise extended beyond the expiration date, the HRA may also draw down or make a claim against the Security as appropriate. If the Security is drawn down on or a claim is made against the Security, the proceeds shall be used to cure the default(s) and to reimburse the HRA for all costs and expenses, including attorneys' fee, incurred by the HRA in enforcing this Agreement. Any amount of the Security that is drawn by the HRA shall be held by the HRA in trust and disbursed only if, and to the extent, that the Security may be disbursed hereunder. Developer shall be released from any further obligation to maintain the Security and all amounts of such Security that may then exist shall be released to Developer upon the earlier of the following: (i) the sale of all Moderate Income Units by the Developer; or (ii) the termination of Developer's obligations to sell the Moderate Income Units as set forth in Paragraph 12 below. 9. Developer Warranties. Developer makes the following representations and warranties: A. The Developer is a Minnesota limited liability company, has power to enter into this Agreement and to perform its obligations hereunder and, by doing so, is not in violation of any provisions of its articles of organization, operating agreement or member control agreement or the laws of the State. B. The Developer has obtained funds sufficient for the acquisition or construction of the Project. 24 C. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement is not prevented, limited by or conflicts with (unless all necessary waivers, consents or the like have been obtained) or results in a breach of, material terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which they are bound, or constitutes a material default under any of the foregoing. 10. City Development Agreement. Prior to issuance of any grading or building permits for the Project Area, Developer shall enter into a Development Agreement with the City of Eden Prairie with respect to the Project and such Development Agreement shall be recorded against the Project Area. 11. Revision of Limits and Prices. If there are no prospective purchasers for any of the Moderate Income Units within six months following the issuance of the first building permit for the Project and upon written request of the Developer, the HRA shall revise the Moderate Income Limits and Affordable Housing Prices. 12. Moderate Income Units. Notwithstanding any contrary provision herein, the Developer's obligation to sell the Moderate Income Units subject to the requirements in Paragraph 1, and the conditions applicable to the Developer's sale of any Moderate Income Units in Paragraph 4, shall terminate upon the earlier of: (i) no Moderate Income Units have sold within 36 months following the issuance of the first building permit for the Project; or (ii) no Moderate Income Units have sold in the previous 12 months. Developer shall submit to the HRA evidence substantiating such lack of sales and the HRA shall execute an amendment to this Agreement terminating the obligation in Paragraph 1 and conditions in Paragraph 4. Upon such termination, the provisions of Paragraph 6 shall be deemed terminated with respect to any unsold Moderate Income Units, the waiver of the park dedication fee for unsold Moderate Income Units set forth in Paragraph 7 shall be revoked and the park dedication fee for all unsold Moderate Income Units shall become immediately due and payable by the Developer. Any Moderate Income Units which have been sold prior to termination shall remain subject to Paragraphs 6 and 7. All obligations in this Agreement not specifically amended or terminated by this Paragraph shall survive, including but not limited to applicable provisions concerning the remittance of a portion of "Profits" set forth in Paragraph 6 for Moderate Income Units sold prior to such termination. 13. Binding. This Agreement shall be recorded against the Project Area. Provisions of this Agreement shall be binding upon and enforceable as real covenants that "run" with the title to all lots within the Project Area, and shall also be enforceable against, and inure to the benefit of the HRA and the Developer; provided, however, and notwithstanding any contrary provision herein, although the provisions of Paragraphs 6 and 7 herein constitute real covenants that run with title to the Moderate Income Units and that are enforceable against future owners of Moderate Income Units to the extent provided therein, Developer shall have no personal 25 obligation to perform any of the covenants of Paragraphs 6 and 7 hereof, provided the Developer is not the seller in any transaction that constitutes a Non-Qualifying sale. 14. Remedies. Developer acknowledges, on its own and for all successors and assigns, that the rights of HRA to perform the obligations of Developer contemplated in this agreement are special, unique, and of an extraordinary character, and that, in the event that Developer violates, or fails, or refuses to perform any covenant, condition, or provision made herein, HRA may be without an adequate remedy at law. Developer agrees, therefore, that in the event Developer violates, fails, or refuses to perform any covenant, condition, or provision made herein, HRA may, at its option, institute and prosecute an action to specifically enforce such covenant, to enjoin conduct or activities that violate the terms hereof, withhold building permits, or seek any other remedy available at law or in equity. In the event of any litigation between the HRA and Developer to enforce or interpret the provisions hereof in which the HRA is the prevailing party, the HRA shall be entitled to an award requiring Developer to reimburse the HRA for all of its costs and expenses in such action, including reasonable attorneys' fees. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of any one or more remedies shall not constitute a waiver of any other remedy. 15. No HRA Liability. No failure of the HRA to comply with any term, condition, covenant or agreement herein shall subject the HRA to liability for any claim for damages, costs or other financial or pecuniary charges. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general fund or taxing powers of the HRA. 16. Recording. This Agreement shall be recorded at the County Recorder and / or Registrar of Titles at the closing of the Developer's purchase of the Project Area from the HRA. This Agreement shall be recorded after the deed from the HRA to Developer and prior to any mortgages or encumbrances. No land alteration or building permits for the Project Area shall be issued until proof of filing of the Agreement is submitted to the HRA. 17. Right of Entry. The Developer hereby grants to the HRA and the City of Eden Prairie, their agents, employees, officers and contractors a license to enter the Project Area to perform all work and inspections deemed appropriate by the HRA or City in conjunction with this Agreement. 18. No Third Party Beneficiaries. Except with respect to Developer, the HRA, and the covenants hereof that "run" with title to the lots within the Project pursuant to Paragraph 13 hereof, no provision of this Agreement inures to the benefit of any third person, including the public at large, so as to constitute any such person as a third-party beneficiary of the Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action for any such person. IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. [signatures on following pages] 26 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE By NOT FOR SIGNATURE Nancy Tyra-Lukens Its Chair By NOT FOR SIGNATURE Rick Getschow Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 19th day of August, 2014, by Nancy Tyra-Lukens and Rick Getschow, respectively the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, on behalf of said authority. NOT FOR SIGNATURE Notary Public 27 EDEN GARDENS, LLC By_NOT FOR SIGNATURE Date: Matthew Hanish Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, Matthew Hanish, the Vice President, of Eden Gardens, LLC, a Minnesota limited liability company, on behalf of the company. NOT FOR SIGNATURE Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gregerson, Rosow, Johnson&Nilan, LTD 650 Third Ave S, Suite 1600 Minneapolis, MN 55376 28 EXHIBIT A TO TO HOUSING PROJECT AGREEMENT Depiction of Project Area Scenic Heights IRd _ _ _ — — _ _ Sc ni F i +q6'S� d Scer,c 1-11 '•4N` • Sc:oqic Heights P • 11 • Victory Luther$r ri rr.. Q c-D CD -C -0 S7• r1 � v • "5 f5] M[ILford Dr y rrs Mitftord Dr Mill ford Cr Map dam soi a co❑y1e 29 EXHIBIT B TO HOUSING PROJECT AGREEMENT Legal Description of Project Area Parcel 1 That part of Tract A described below: Tract A.That part of the Southwest Quarter of the Southeast Quarter of Section 17,Township 116 North,Range 22 West,Hennepin County,Minnesota,described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter;thence north along the east line thereof 914 feet;thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet,more or less,to the centerline of County Road No.4;thence northerly along said centerline 116.3 feet;thence westerly 482.6 feet, more or less to a point 1,018.6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17;thence west along the south line thereof 274 feet;thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet;thence south along said line 1,018.6 feet to south line thereof;thence east along said south line 274 feet to point of beginning;excepting therefrom said County Road No_ 4; which lies southerly of Line 1 described below: Line 1. Beginning at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing,along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence South 76 degrees 10 minutes 15 seconds East 36.57 feet;thence South 64 degrees 51 minutes 39 seconds East 50.99 feet;thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; 30 together with that part of Tract A hereinbefore described,adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A,distant 23.06 feet southerly of its intersection with said 50 foot parallel line;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described,which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North,Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; 31 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots 1-10, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 32 EXHIBIT C TO HOUSING PROJECT AGREEMENT Green Features and Sustainable Neighborhood Items 1. Green Path advanced certified homes: efficient windows, insulation improvements, high efficiency HVAC systems, high efficiency appliances and efficient lighting systems, etc. Eden Gardens will be the first development wide effort, in the state, to build all homes to Green Path Advanced Certification. 2. Homes: a. Build all homes to be 'solar ready', allowing residents an easy retrofit for solar panels. b. Rough in electric, in garages, required for electric car chargers. c. Offer sun tunnels as an option. d. The model home will have a solar feature installed to display the possible solar options for future residents. The solar feature will consist of either a solar PV panel (electricity) or a solar hot water panel system to heat the homes water. Solar options will be available on all homes. e. Use of low VOC paints and insulation with a minimum of 20% recycled content on all units. On all market rate units, use of finger-jointed lumber for a minimum of 1/3 of the home's dimensional lumber. 3. Construction: All construction waste must be sorted and recycled as appropriate. 4. Low impact Site development strategies a. Reduce impervious surfaces; narrower street sections, in accordance with the final approved PUD and plat plans b. Reduce stormwater runoff and manage via rain gardens and bio-swales, in accordance with the final approved PUD and plat plans. Keep all stormwater mgmt on site; not utilizing MnDOT pond or other regional ponding. c. Reduce storm sewer piping and ponding, in accordance with the final approved PUD and plat plans. d. Shade streets to minimize the heat island effect in accordance with the final approved PUD and plat plans. e. Compact Development decreases urban sprawl. f. Use of eco-lawns (no-mow) in central green space, landscaped outlots and for all lawn areas of all home lots; eliminating dependency on irrigation and minimizing need for mowing. g. Utilization of native landscaping in accordance with City's native plant ordinance throughout development and no plantings that contain neonicotanoids. Drought tolerant plantings will require no irrigation; as well as low maintenance needs and costs to the HOA. h. Reduce impervious surfaces through eliminating some alleyways in accordance with the final approved PUD and plat plans. i. Increase the amount of pervious surfaces. Install pervious surface sidewalks from the driveway to the front door of the model home and provide this as an option on all other units. 33 j. Permeable Pavers—install permeable pavers at sidewalk to park shelter to decrease impervious surfaces and allow for groundwater recharge. 5. Site Lighting: a. Install high efficiency LED street lights; limiting light pollution, lowering maintenance and operational costs for the City. b. Install solar pathway lighting; eliminating the operational costs to the HOA and eliminating infrastructure required in standard practices (trenching for conduits/piping). 6. Site furnishings: install park furniture made of recycled plastics, (ie picnic tables). 7. Community Garden plots: Promotes local food growth and community gathering space. 8. Walkable Streets: minimal distance between the sidewalk and most buildings, sidewalks along 100% of street length, elevated ground floors, low design speeds for most streets, minimal driveway crossings along sidewalks. 9. Neighborhood Connections: connections to existing bike/walking trails and neighborhood sidewalks. Also, no cul-de-sacs are encouraged. 10. Community participation: multiple forms of community feedback to guide the project through design, in accordance with the final approved PUD and plat plans. 11. Solar and Green Roofs: Install green roofs on the garden shed and park shelter; install solar panels on the park shelter roof which can be used to power the bollards or other features in the common area. Excess electricity can be sold back to Xcel Energy and the proceeds from the sale can be used to offset Home Owners Association (HOA) costs. 12. Rain Barrels: Install at the park shelter and garden shed to capture excess rainwater and utilize in the garden plots. 13. Tot Lot—provide community gathering space for children 14. Site Signage: Install educational and interactive signage throughout public spaces of the development to inform residents, and community members, of the green strategies used. For example, create a sign by the rain garden that educates the importance and functions of these site features. We will work in partnership with the City, as they continue to educate residents of the importance of water resources, etc. 15. The developer shall provide as an option to potential buyers a floor plan providing single level living design. 16. Increase Green site features/benefits by increasing on-site storm water infiltration by the addition of bioswales and increased rain garden area, in accordance with the final approved PUD and plat plans. 34 HOUSING PROJECT AGREEMENT THIS AGREEMENT, made as of the 19th day of August, 2014, by and between the Housing Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and the laws of the State of Minnesota (the "HRA") and Eden Gardens, LLC, a Minnesota limited liability company(the "Developer"), WITNESSETH: WHEREAS, pursuant to Minn. Stat. 469.017, the HRA has the authority to complete a housing development project; WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-01 at a duly noticed meeting on August 19, 2014. In H.R.A. Resolution No. 2014-01 the HRA found that there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City and determined to carry out a housing development project to partially alleviate the shortage (the "Project"); WHEREAS, the property on which the Project will be constructed is located at the southwest corner of Eden Prairie Road and Scenic Heights Road as illustrated on attached Exhibit A ("Project Area") and is legally described on attached Exhibit B. WHEREAS, the goals for the Project are to increase environmental sustainability/energy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green"measures with 20 of the housing units to be sold to people with moderate incomes as defined below; WHEREAS,in order to ensure that the housing development project partially alleviates the shortage of moderate income housing, the HRA in H.R.A. Resolution No. 2014-01 established moderate income and affordability limits for the Project; WHEREAS, based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing,the HRA has determined that 16 of the housing units in the Project may be sold at market rates. The market rate housing units shall be located on Lot 1, Block 1 and Lots 1-15, 1 Block 5, Eden Gardens. The remaining 20 housing units (collectively the "Moderate Income Units") must be sold to people with incomes that fall within the range of the "Moderate Income Limits" (as defined below in Paragraph 1.B hereof) and at prices that fall within the range of "Affordable Housing Prices"(as defined below in Paragraph 1.0 hereof),that are applicable at the time of such sale. The Moderate Income Units shall be located on Lots 1-5, Block 2, Lots 1-5, Block 3, and Lots 1-10, Block 4, Eden Gardens; and WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-02 at a duly noticed public hearing on August 19, 2014. In H.R.A. Resolution No. 2014-02 the HRA approved the purchase and sale of the Project Area; set the estimated market value of the Project Area; and selected Developer to complete the Project subject to the condition that Developer and HRA enter into this Housing Project Agreement. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1. Housing Criteria. The Project shall consist of 36 single family units. Twenty units shall be Moderate Income Units. The remaining 16 units may be sold at market rates. The size of the 20 Moderate Income Units shall range between 1600 and 2200 square feet above grade and the 16 market rate units shall range between 1600 and 2600 square feet above grade. Floor plans available for potential buyers shall include a one-level living floor plan option. The 20 Moderate Income Units shall be priced and sold based on the following calculations: A. Project Feasibility. Based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, 16 of the housing units in the Project may be sold at market rates. The market rate units shall be built on Blocks 1 and 5 as shown on the Preliminary Plat of Eden Gardens. The 20 Moderate Income Units must be sold: (i)to people who qualify under the Moderate Income Limits set forth below in B; and(ii) at the Affordable Housing Prices set forth below in C. B. Moderate Income Limits. The U.S. Department of Housing and Urban Development annually determines the area median income for Hennepin County ("Area Median Income"). The Area Median Income is published annually in December for use in the following year. The HRA hereby determines that the moderate income limits for the Project (the "Moderate Income Limits") shall be 80%to 120%of the Area Median Income. (For example,the Area Median Income for Hennepin County published in December 2013 for use in the year 2014 was $82,900. The moderate income limits for all Moderate Income Units sold in 2014 is $66,320 to $99,480.) C. Affordable Housing Prices. Based upon the Area Median Income the Minnesota Housing Finance Authority annually sets a loan limit for the 11-County Metro ("Area Affordable Price"). The Area Affordable Price is published in December for use in the following year. For purposes hereof,the affordable housing prices for persons of moderate income for the Project shall be 80% to 120% of the Area 2 Affordable Price (the "Affordable Housing Prices") (For example, the Area Affordable Price published in December 2013 for use in the year 2014 was $310,000. Consequently, the Affordable Housing Prices for all Moderate Income Units sold in 2014 is $248,000 to $372,000.) 2. Minnesota's Green Path Development Standards. The Developer shall construct the Project in a manner that meets Minnesota's Green Path("Green Path") standards as required in the attached as Exhibit C. 3. Community Involvement. The Developer shall engage the community by involving Hennepin Technical College. Specifically,the Developer shall involve students through opportunities such as framing a home,learning how `green'mechanical/electrical systems work or learning green techniques used in stormwater management. 4. Sale of the Project Area. For purposes of this Agreement, "sale" includes any transfer of a housing unit including but not limited to sale, conveyance, gift, and involuntary transfer. The Developer may not close on the sale of any Moderate Income Unit unless all of the following conditions have been met: A. All infrastructure including streets, sanitary sewer,water, and storm sewer,but not including landscaping and the final wear course on streets and other items that cannot reasonably be completed due to winter weather conditions and that do not materially affect the use or function of such items of infrastructure, are substantially complete and accepted in writing by the City; B. All public space including common areas, parks and community buildings are complete and accepted in writing by the HRA; C. The residential structure on the lot to be sold has been issued a certificate of occupancy or temporary certificate of occupancy; and D. The sale has been approved in writing by the HRA prior to closing in order to ensure compliance with the terms of this Agreement. In order to request such approval for the sale of each Moderate Income Unit, Developer, or any subsequent owner that is selling a Moderate Income Unit, shall submit a complete application to the HRA for the sale of each Moderate Income Unit in such form and substances as required by the HRA,which shall include at a minimum all information required by the HRA to verify the income of the prospective purchaser. Upon receipt of a complete application the HRA shall inform the Developer or other requesting party,in writing and within five business days,whether the application is approved. If the HRA fails to respond to a complete application within five business days,the application will be deemed approved. 5. Initial Sale of Housing Units by Developer. Initial sale of Moderate Income Units by the Developer shall comply with the income and pricing requirements set forth in Paragraph 1. In addition,during the Preference Period,the initial sale of all housing units by the Developer shall 3 give preference to prospective buyers who live or work in the City of Eden Prairie. During the Preference Period, Developer shall market to residents and employees of Eden Prairie businesses and permit those who live or work within the City of Eden Prairie to have the first opportunity to sign a purchase agreement for their desired lot, or if no specific lot is specified, for a lot within the Project.As used herein,the phrase"Preference Period"shall refer to the period of time that elapses between the date hereof and the 180th day after the date of the issuance of the first building permit for the Project. 6. Future Sale of Housing Units. After the initial sale of any Moderate Income Unit by the Developer, the seller in any subsequent sale of a Moderate Income Unit that consists of a "Non-Qualifying Sale" and that is closed within 10 years of the date of the initial sale by the Developer of the subject Moderate Income Unit, shall remit the "Applicable Portion of the Profit" received by such seller in such transaction to the City for reinvestment in low and moderate income housing initiatives. As used herein, the phrase "Non-Qualifying Sale" shall be defined as the sale of a Moderate Income Unit that is closed within 10 years of the date of the initial sale of such Moderate Income Unit by the Developer and that is made either: (i)to a buyer that has income in excess of the Moderate Income Limits or (ii) at a price that is in excess of the Affordable Housing Prices, both as measured in the year in which the closing of such sale of the Moderate Income Unit occurs. The Seller of any Moderate Income Unit may apply to the HRA pursuant to Paragraph 4.D hereof for a determination that a prospective sale of such Moderate Income Unit shall not constitute a Non-Qualifying Sale. As used herein, the phrase "Applicable Portion of the Profit" shall refer to the portion designated pursuant to the chart set forth below in Paragraph 6.B. A. Profit. The "Profit" from the subsequent sale of a Moderate Income Unit shall be defined as the funds received by the seller from the buyer at the closing of such sale, after deduction of the sum of the following: (i) all costs and fees listed on the settlement statement (which costs shall include any park dedication fee paid pursuant to Paragraph 7 hereof), excluding amounts necessary to satisfy any mortgages recorded against the property; (ii)the amount of the seller's basis in the Moderate Income Unit as of the date of its acquisition thereof; plus (iii) the cost of improvements made by the seller as defined in IRS publication 523 which increase the seller's basis in the Moderate Income Unit. B. Remittance. The amount of any"profit" that is required to be remitted to the City by the seller of a Moderate Income Unit in a Non-Qualifying Sale shall be as follows: Time elapsed since the date of the initial Profits to be purchase of the housing unit from the remitted to Developer City Less than 1 year 90% At least 1 year but less than 2 years 80% At least 2 years but less than 3 years 70% At least 3 years but less than 4 years 60% At least 4 years but less than 5 years 50% At least 5 years but less than 6 years 40% 4 At least 6 years but less than 7 years 30% At least 7 years but less than 8 years 20% At least 8 years but less than 9 years 10% At least 9 years but less than 10 years 5% Regardless of the number of times a Moderate Income Unit is sold, the requirements of this Paragraph 6 shall apply to any subsequent sale of such Moderate Income Unit that consists of a Non-Qualifying Sale and shall be based on the amount of time that has elapsed from the date of the initial sale of the housing unit by the Developer; provided, however, the provisions of this Paragraph 6 shall not be applicable to any sale of any Moderate Income Unit that closes at any time subsequent to the 10th anniversary of the closing of the initial sale of such Moderate Income Unit by the Developer. 7. Park Dedication Fee. The park dedication fee of$6,500.00 per unit shall be waived for each Moderate Income Unit; provided, however, if any closing upon the sale of a Moderate Income Unit in a Non-Qualifying Sale occurs at any time within 10 years of the date of the initial sale of the Moderate Income Unit by the Developer, the waiver of the park dedication fee for that Moderate Income Unit shall be revoked and such park dedication fee in the amount of$6,500.00 shall be due and payable at the time of the closing of such Non-Qualifying Sale. 8. Security. Prior to issuance of any grading or building permits for the Project Area, Developer shall provide to the HRA a bond or letter of credit, in a form acceptable to the HRA, equal to $100,000 to secure the Developer's obligations pursuant to this Agreement, including to reimburse the HRA for costs, including reasonable attorney fees, incurred by the HRA in any action to enforce or interpret the provisions of this Agreement (the "Security"). The HRA may draw down on or make a claim against the Security, as appropriate, upon five (5) business days' notice to the Developer, for any violation of the terms of this Agreement or if the Security is allowed to lapse prior to the end of the required term. If the Security has not then been renewed, replaced or otherwise extended beyond the expiration date,the HRA may also draw down or make a claim against the Security as appropriate. If the Security is drawn down on or a claim is made against the Security,the proceeds shall be used to cure the default(s) and to reimburse the HRA for all costs and expenses, including attorneys' fee, incurred by the HRA in enforcing this Agreement. Any amount of the Security that is drawn by the HRA shall be held by the HRA in trust and disbursed only if, and to the extent,that the Security may be disbursed hereunder. Developer shall be released from any further obligation to maintain the Security and all amounts of such Security that may then exist shall be released to Developer upon the earlier of the following: (i) the sale of all Moderate Income Units by the Developer; or(ii)the termination of Developer's obligations to sell the Moderate Income Units as set forth in Paragraph 12 below. 9. Developer Warranties. Developer makes the following representations and warranties: A. The Developer is a Minnesota limited liability company, has power to enter into this Agreement and to perform its obligations hereunder and, by doing so, is not in violation of any provisions of its articles of organization, operating agreement or member control agreement or the laws of the State. 5 B. The Developer has obtained funds sufficient for the acquisition or construction of the Project. C. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement is not prevented, limited by or conflicts with (unless all necessary waivers, consents or the like have been obtained) or results in a breach of, material terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which they are bound, or constitutes a material default under any of the foregoing. 10. City Development Agreement. Prior to issuance of any grading or building permits for the Project Area, Developer shall enter into a Development Agreement with the City of Eden Prairie with respect to the Project and such Development Agreement shall be recorded against the Project Area. 11. Revision of Limits and Prices. If there are no prospective purchasers for any of the Moderate Income Units within six months following the issuance of the first building permit for the Project and upon written request of the Developer,the HRA shall revise the Moderate Income Limits and Affordable Housing Prices. 12. Moderate Income Units. Notwithstanding any contrary provision herein, the Developer's obligation to sell the Moderate Income Units subject to the requirements in Paragraph 1, and the conditions applicable to the Developer's sale of any Moderate Income Units in Paragraph 4, shall terminate upon the earlier of: (i)no Moderate Income Units have sold within 36 months following the issuance of the first building permit for the Project; or (ii) no Moderate Income Units have sold in the previous 12 months. Developer shall submit to the HRA evidence substantiating such lack of sales and the HRA shall execute an amendment to this Agreement terminating the obligation in Paragraph 1 and conditions in Paragraph 4. Upon such termination, the provisions of Paragraph 6 shall be deemed terminated with respect to any unsold Moderate Income Units,the waiver of the park dedication fee for unsold Moderate Income Units set forth in Paragraph 7 shall be revoked and the park dedication fee for all unsold Moderate Income Units shall become immediately due and payable by the Developer. Any Moderate Income Units which have been sold prior to termination shall remain subject to Paragraphs 6 and 7. All obligations in this Agreement not specifically amended or terminated by this Paragraph shall survive, including but not limited to applicable provisions concerning the remittance of a portion of"Profits"set forth in Paragraph 6 for Moderate Income Units sold prior to such termination. 13. Binding. This Agreement shall be recorded against the Project Area. Provisions of this Agreement shall be binding upon and enforceable as real covenants that"run"with the title to all lots within the Project Area, and shall also be enforceable against, and inure to the benefit of the HRA and the Developer; provided, however, and notwithstanding any contrary provision herein, although the provisions of Paragraphs 6 and 7 herein constitute real covenants that run with title to the Moderate Income Units and that are enforceable against future owners of Moderate Income 6 Units to the extent provided therein,Developer shall have no personal obligation to perform any of the covenants of Paragraphs 6 and 7 hereof, provided the Developer is not the seller in any transaction that constitutes a Non-Qualifying sale. 14. Remedies. Developer acknowledges, on its own and for all successors and assigns, that the rights of HRA to perform the obligations of Developer contemplated in this agreement are special,unique, and of an extraordinary character, and that,in the event that Developer violates, or fails, or refuses to perform any covenant, condition, or provision made herein, HRA may be without an adequate remedy at law. Developer agrees, therefore, that in the event Developer violates, fails, or refuses to perform any covenant, condition, or provision made herein,HRA may, at its option, institute and prosecute an action to specifically enforce such covenant, to enjoin conduct or activities that violate the terms hereof, withhold building permits, or seek any other remedy available at law or in equity. In the event of any litigation between the HRA and Developer to enforce or interpret the provisions hereof in which the HRA is the prevailing party, the HRA shall be entitled to an award requiring Developer to reimburse the HRA for all of its costs and expenses in such action, including reasonable attorneys' fees. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of any one or more remedies shall not constitute a waiver of any other remedy. 15. No HRA Liability. No failure of the HRA to comply with any term, condition, covenant or agreement herein shall subject the HRA to liability for any claim for damages, costs or other financial or pecuniary charges. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general fund or taxing powers of the HRA. 16. Recording. This Agreement shall be recorded at the County Recorder and / or Registrar of Titles at the closing of the Developer's purchase of the Project Area from the HRA. This Agreement shall be recorded after the deed from the HRA to Developer and prior to any mortgages or encumbrances. No land alteration or building permits for the Project Area shall be issued until proof of filing of the Agreement is submitted to the HRA. 17. Right of Entry. The Developer hereby grants to the HRA and the City of Eden Prairie, their agents, employees, officers and contractors a license to enter the Project Area to perform all work and inspections deemed appropriate by the HRA or City in conjunction with this Agreement. 18. No Third Party Beneficiaries. Except with respect to Developer,the HRA, and the covenants hereof that"run"with title to the lots within the Project pursuant to Paragraph 13 hereof, no provision of this Agreement inures to the benefit of any third person, including the public at large, so as to constitute any such person as a third-party beneficiary of the Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action for any such person. IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. [signatures on following pages] 7 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE By Nancy Tyra-Lukens Its Chair By Rick Getschow Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 19th day of August, 2014, by Nancy Tyra-Lukens and Rick Getschow, respectively the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, on behalf of said authority. Notary Public 8 EDEN GARDENS, LLC By Date: Matthew Hanish Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, Matthew Hanish, the Vice President, of Eden Gardens, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gregerson, Rosow, Johnson&Nilan, LTD 650 Third Ave S, Suite 1600 Minneapolis, MN 55376 9 EXHIBIT A TO TO HOUSING PROJECT AGREEMENT Depiction of Project Area Scenic Heights Rd s ] •tc A ic + {its r • Inc Sce ,c rke�eyhl • S{:rric Heights PA Vi erory Luther$r c- m D iJ -.0_ 70 F0 • • I+� TT c4 � W 4] Mulford Dj -31 cn A4ititord 4r Mill ford�r . Map data 11.2U7 A Gnogle 10 EXHIBIT B TO HOUSING PROJECT AGREEMENT Legal Description of Project Area Parcel 1: That part of Tract A described below: Tract A.That part of the Southwest Quarter of the Southeast Quarter of Section 17,Township 116 North,Range 22 West,Hennepin County,Minnesota,described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter;thence north along the east line thereof 914 feet;thence deflecting right 81 degrees 37 minutes D0 seconds a distance of 244 feet,more or less,to the centerline of County Road No. 4;thence northerly along said centerline 116.3 feet;thence westerly 482.6 feet,more or less to a point 1,018.6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17;thence west along the south line thereof 274 feet;thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet;thence south along said line 1,018.6 feet to south line thereof;thence east along said south line 274 feet to point of beginning;excepting therefrom said County Road No. 4; which lies southerly of Line 1 described below: Line 1. Beginning at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing,along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence South 76 degrees 10 minutes 15 seconds East 36.57 feet;thence South 64 degrees 51 minutes 39 seconds East 50.99 feet;thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North,Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.0D feet,more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; 11 together with that part of Tract A hereinbefore described,adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A,distant 23.06 feet southerly of its intersection with said 50 foot parallel line;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described,which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North,Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet,more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; 12 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots 1-10, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 13 EXHIBIT C TO HOUSING PROJECT AGREEMENT Green Features and Sustainable Neighborhood Items 1. Green Path advanced certified homes: efficient windows, insulation improvements, high efficiency HVAC systems, high efficiency appliances and efficient lighting systems, etc. Eden Gardens will be the first development wide effort, in the state,to build all homes to Green Path Advanced Certification. 2. Homes: a. Build all homes to be 'solar ready', allowing residents an easy retrofit for solar panels. b. Rough in electric, in garages, required for electric car chargers. c. Offer sun tunnels as an option. d. The model home will have a solar feature installed to display the possible solar options for future residents. The solar feature will consist of either a solar PV panel (electricity) or a solar hot water panel system to heat the homes water. Solar options will be available on all homes. e. Use of low VOC paints and insulation with a minimum of 20% recycled content on all units. On all market rate units, use of finger-jointed lumber for a minimum of 1/3 of the home's dimensional lumber. 3. Construction: All construction waste must be sorted and recycled as appropriate. 4. Low impact Site development strategies a. Reduce impervious surfaces; narrower street sections, in accordance with the final approved PUD and plat plans b. Reduce stormwater runoff and manage via rain gardens and bio-swales, in accordance with the final approved PUD and plat plans. Keep all stormwater mgmt on site; not utilizing MnDOT pond or other regional ponding. c. Reduce storm sewer piping and ponding, in accordance with the final approved PUD and plat plans. d. Shade streets to minimize the heat island effect in accordance with the final approved PUD and plat plans. e. Compact Development decreases urban sprawl. f. Use of eco-lawns (no-mow) in central green space, landscaped outlots and for all lawn areas of all home lots; eliminating dependency on irrigation and minimizing need for mowing. g. Utilization of native landscaping in accordance with City's native plant ordinance throughout development and no plantings that contain neonicotanoids. Drought tolerant plantings will require no irrigation; as well as low maintenance needs and costs to the HOA. h. Reduce impervious surfaces through eliminating some alleyways in accordance with the final approved PUD and plat plans. 14 i. Increase the amount of pervious surfaces. Install pervious surface sidewalks from the driveway to the front door of the model home and provide this as an option on all other units. j. Permeable Pavers—install permeable pavers at sidewalk to park shelter to decrease impervious surfaces and allow for groundwater recharge. 5. Site Lighting: a. Install high efficiency LED street lights; limiting light pollution, lowering maintenance and operational costs for the City. b. Install solar pathway lighting; eliminating the operational costs to the HOA and eliminating infrastructure required in standard practices (trenching for conduits/piping). 6. Site furnishings: install park furniture made of recycled plastics, (ie picnic tables). 7. Community Garden plots: Promotes local food growth and community gathering space. 8. Walkable Streets: minimal distance between the sidewalk and most buildings, sidewalks along 100%of street length, elevated ground floors, low design speeds for most streets, minimal driveway crossings along sidewalks. 9. Neighborhood Connections: connections to existing bike/walking trails and neighborhood sidewalks. Also, no cul-de-sacs are encouraged. 10. Community participation: multiple forms of community feedback to guide the project through design, in accordance with the final approved PUD and plat plans. 11. Solar and Green Roofs: Install green roofs on the garden shed and park shelter; install solar panels on the park shelter roof which can be used to power the bollards or other features in the common area. Excess electricity can be sold back to Xcel Energy and the proceeds from the sale can be used to offset Home Owners Association (HOA) costs. 12. Rain Barrels: Install at the park shelter and garden shed to capture excess rainwater and utilize in the garden plots. 13. Tot Lot—provide community gathering space for children 14. Site Signage: Install educational and interactive signage throughout public spaces of the development to inform residents, and community members, of the green strategies used. For example, create a sign by the rain garden that educates the importance and functions of these site features. We will work in partnership with the City, as they continue to educate residents of the importance of water resources, etc. 15. The developer shall provide as an option to potential buyers a floor plan providing single level living design. 16. Increase Green site features/benefits by increasing on-site storm water infiltration by the addition of bioswales and increased rain garden area, in accordance with the final approved PUD and plat plans. 15 WARRANTY DEED STATE DEED TAX DUE HEREON: $ DATE: , 2014 Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a Minnesota municipal corporation ("Grantor"), for valuable consideration paid to Grantor, the receipt and legal sufficiency of which Grantor hereby acknowledges, hereby conveys and warrants to Eden Gardens, LLC, a Minnesota limited liability company, that certain real property in Hennepin County, Minnesota, that is legally described on Exhibit "A" attached hereto, together with all hereditaments and appurtenances belonging thereto, subject only to those matters designated as Exhibit"B" attached hereto. The Seller certifies that the Seller does not know of any wells on the described real property. Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota a Minnesota municipal corporation, By: Nancy Tyra-Lukens Its Director 3836089v1 STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of August, 2014, by Nancy Tyra-Lukens, the Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a Minnesota municipal corporation, on behalf of the municipal corporation. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Fabyanske, Westra, Hart& Thomson, P.A. (GCE) 800 LaSalle Avenue South, Suite 1900 Minneapolis, MN 55402 612-359-7600 Tax Statements for the Property should be sent to: Eden Gardens, LLC 525 15th Avenue South Hopkins, MN 55343 2 EXHIBIT "A" Legal Description of Subject Property That certain real property that is situated in the County of Hennepin, State of Minnesota, and that is described as follows: Parcel 1: That part of Tract A described below: Tract A. That part of the Southwest Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West,Hennepin County, Minnesota, described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter; thence north along the east line thereof 914 feet;thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet, more or less, to the centerline of County Road No. 4; thence northerly along said centerline 116.3 feet; thence westerly 482.6 feet, more or less to a point 1,018.6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17; thence west along the south line thereof 274 feet; thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet; thence south along said line 1,018.6 feet to south line thereof; thence east along said south line 274 feet to point of beginning; excepting therefrom said County Road No. 4; which lies southerly of Line 1 described below: Line 1. Beginning at the northwest corner of Lot 1, Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing, along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet; thence South 76 degrees 10 minutes 15 seconds East 36.57 feet; thence South 64 degrees 51 minutes 39 seconds East 50.99 feet; thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West, Hennepin County, Minnesota; thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet,more or less, to the centerline of County Road No. 4; thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter; thence westerly to a point 189.24 feet east from the west line thereof; thence southerly 146.50 feet; thence westerly 189.24 feet to the beginning, lying westerly of the westerly right of way line of County Road No. 4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1, Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, Hennepin County, Minnesota; thence North 84 degrees 38 minutes 27 seconds East, assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1; thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet; thence North 13 degrees 49 minutes 45 seconds East, 40.00 feet; thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described; thence South 76 degrees 10 minutes 15 seconds East 18.91 feet; thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet; thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; 3 together with that part of Tract A hereinbefore described,adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A, distant 23.06 feet southerly of its intersection with said 50 foot parallel line; thence run northwesterly to a point on said parallel line, distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described,which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described; thence run northwesterly to a point distant 8 feet southwesterly(measured at right angles)of a point on the east line of said Tract A, distant 330 feet northwesterly of said most easterly corner; thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet; thence run northerly to a point on the east line of said Tract A, distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West, Hennepin County, Minnesota; thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet,more or less, to the centerline of County Road No. 4; thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter; thence westerly to a point 189.24 feet east from the west line thereof; thence southerly 146.50 feet; thence westerly 189.24 feet to the beginning, lying westerly of the westerly right of way line of County Road No.4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1. Commencing at the northwest corner of Lot 1, Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, Hennepin County, Minnesota; thence North 84 degrees 38 minutes 27 seconds East, assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1; thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet; thence North 13 degrees 49 minutes 45 seconds East, 40.00 feet; thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described; thence South 76 degrees 10 minutes 15 seconds East 18.91 feet; thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet; thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described; thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles) of a point on the east line of said Tract A, distant 330 feet northwesterly of said most easterly corner; thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet; thence run northerly to a point on the east line of said Tract A, distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above; thence run northwesterly to a point on said parallel line, distant 20.06 feet westerly of said intersection and there terminating; Abstract Property. 4 EXHIBIT "B" Exceptions to Title 1. Federal, state and municipal laws, ordinances, rules and regulations. 2. Utility and drainage easement(s), if any, as shown on the recorded plat. 3. The lien of real estate taxes and pending special assessment not yet due and payable subject to the proration and allocation provisions hereof. 4. Restrictions in deed from MnDOT to City or HRA that: (a) the Property is conveyed for"public purposes"; and/or (b)the Property and the title thereto shall revert and vest in the State of Minnesota whenever the Property ceases to be used for the stated public purposes. 5. Minerals and mineral rights reserved by the State of Minnesota. 6. Subject to Scenic Heights Road as laid out and traveled. 7. Subject to Eden Prairie Road(CSAH No. 4) as laid out and traveled. 8. Subject to U.S. Highway No. 212 as laid out and traveled. 5 HOUSING AND REDEVELOPMENT AUTHORITY DATE: August 19, 2014 AGENDA DEPARTMENT/DIVISION: ITEM DESCRIPTION: HRA ITEM NO.: IV. Richard Rosow, City Attorney Resolution approving issuance of a revenue bond under Minn. Stat. Chap. 462C to refinance a multifamily housing development for the benefit of Castle Ridge Apartments, LLC Requested Action Move to: • Close the public hearing; and • Adopt the Resolution authorizing the issuance, sale, and delivery of a revenue obligation under Minn. Stat. Chap. 462C, as amended; authorizing the loan of the proceeds of the revenue obligation to Castle Ridge Apartments,LLC,to refinance a multifamily housing development; approving the form of and authorizing the execution and delivery of the revenue obligation and related documents; and providing for the security, rights, and remedies with respect to the revenue obligation. Synopsis The City of Eden Prairie has asked the Housing and Redevelopment Authority in and for the City of Eden Prairie("HRA")to refund bonds originally issued by the City in 2004 as part of the Broadmoor Apartments,Inc.project. On August 19,2014,the City Council adopted an Ordinance granting the HRA the powers, including the powers to issue bonds under the Chapter, granted to the City in Minn. Stat. Chap 462C, and a Resolution approving the HRA's issuance of the refunding bonds. Background Information The City issued its Multifamily Housing Development Revenue Note of 2004,on October 18,2004, in the original principal amount of $8,000,000, to finance the acquisition by Castle Ridge Apartments,LLC(the"Borrower")of a 227-unit multifamily housing facility located at 635 Prairie Center Drive in the City (the "Project"). The sole member of the Borrower is Castle Ridge Care Center,Inc.,a Minnesota nonprofit corporation(the"Sole Member"). The Sole Member is exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended(the "Code"), as a result of the application of Section 501(c)(3) of the Code. The Series 2004 Note was issued under the terms of Resolution 2004-18 adopted by the City Council of the City on August 3,2004. When issued by the City,the Note was transferred to K.S.C.S.Properties,Inc.as a portion of the purchase price for the Project. Under the terms of a Loan Agreement, dated as of October 1, 2004 (the "Loan Agreement"), between the City and the Borrower, the Borrower has agreed to pay amounts sufficient to pay the principal of,premium,if any, and interest on the Series 2004 Note when due. Since the issuance of the Series 2004 Note,the Borrower has acquired nine(9)additional units of the Project and has requested that the City issue a new obligation to refund the Series 2004 Note,in the original aggregate principal amount of up to $10,000,000 ("the "Series 2014 Note"). The Series 2004 Note was not issued as a bank-qualified obligation since the purchaser was not a bank or financial institution. The proposed purchaser of the Series 2014 Note will be a bank and,as a result,the Series 2014 Note will need to be designated as a bank-qualified obligation. The City has already issued tax exempt bonds for 2014. However,the HRA,if granted authority by the City,may issue such bonds. On August 19, 2014,the City granted the HRA the authority to issue such bonds and adopted a resolution specifically approving the issuance of the Series 2014 Note. The Series 2014 Note is expected to be purchased by Minnwest Bank(the"Lender").The proceeds derived from the sale of the Series 2014 Note will be loaned to the Borrower under the terms of a Loan Agreement between the HRA and the Borrower under which the Borrower will be absolutely and unconditionally obligated to repay the loan, together with interest thereon, at times and in amounts sufficient to pay when due the principal of and interest on the Series 2014 Note. The HRA will assign its right to the basic payments and certain other rights under the Loan Agreement to the Lender under the terms of an Assignment of Loan Agreement between the HRA,the Borrower,and the Lender.To further secure its obligations under the Loan Agreement,including but not limited to its obligation to pay all payments due and owing under the Series 2014 Note, the Borrower will execute and deliver to the Lender a Mortgage,Security Agreement,Fixture Filing and Assignment of Leases and Rents,between the Borrower and the Lender,and additional security documents required by the Lender as a condition to its purchase of the Series 2014 Note. Attachment Resolution HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE COUNTY OF HENNEPIN STATE OF MINNESOTA H.R.A.RESOLUTION NO. 2014- AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF A REVENUE OBLIGATION UNDER MINNESOTA STATUTES, CHAPTER 462C, AS AMENDED; AUTHORIZING THE LOAN OF THE PROCEEDS OF THE REVENUE OBLIGATION TO CASTLE RIDGE APARTMENTS, LLC, TO REFINANCE A MULTIFAMILY HOUSING DEVELOPMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE REVENUE OBLIGATION AND RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE REVENUE OBLIGATION WHEREAS, each city is authorized by Minnesota Statutes, Chapter 462C, as amended (the "Act"), to carry out the public purposes described in the Act by issuing its revenue obligations to provide funds to finance multifamily housing developments within its boundaries and in the issuance of revenue obligations and in the making of loans to finance multifamily housing developments, each city may exercise, within its corporate limits, any of the powers that the Minnesota Housing Finance Agency may exercise under Minnesota Statutes, Chapter 462A, as amended, without limitation under the provisions of Minnesota Statutes,Chapter 475,as amended; and WHEREAS, under the provisions of the Act, a city is also authorized to issue its revenue obligations to refund revenue obligations previously issued under the terms of the Act; and WHEREAS, under the provisions of the Act, term "city" is defined to include a housing and redevelopment authority in and for a city if by ordinance the city authorizes the housing and redevelopment authority to exercise, on behalf of the city,the powers conferred by the Act; and WHEREAS, the City of Eden Prairie (the "City") intends,by ordinance, to authorize the Housing and Redevelopment Authority in and for the City of Eden Prairie (the "Issuer"), to exercise on behalf of the City,the powers conferred by the Act; and WHEREAS, on October 18, 2004, the City issued its Multifamily Development Revenue Note of 2004 (Broadmoor Apartments, Inc. Project) (the "Series 2004 Note"), in the original aggregate principal amount of$8,000,000, under the terms of Resolution 2004-118, adopted by the City Council of the City on August 3,2004; and WHEREAS, Castle Ridge Apartments, LLC, a Minnesota limited liability company (the "Borrower"), the sole member of which is Castle Ridge Care Center, Inc., a Minnesota nonprofit corporation, acquired two hundred twenty-seven(227)units of a two hundred forty(240)unit multifamily housing development located at 635 Prairie Center Drive in the City (the "Development") by the transfer of the Series 2004 Note to the owner of the Development; and WHEREAS, by the terms of a Loan Agreement, dated as of October 1,2004, between the City and the Borrower, the Borrower agreed to make loan repayments sufficient to pay the principal of, premium, if any, and interest on the Series 2004 Note when due; and 1 WHEREAS, since the issuance of the Series 2004 Note, the Borrower (or a related entity) has acquired nine(9) additional units of the Development; and WHEREAS, the Borrower has requested that the Issuer issue its Multifamily Housing Development Revenue Refunding Note (Castle Ridge Apartments Project), Series 2014 (the "Series 2014 Note"), in the original aggregate principal amount of up to $10,000,000, under the provisions of the Act; and WHEREAS, if issued, the Series 2014 Note is expected to be purchased by Minnwest Bank(the "Lender"),under terms negotiated by the Borrower and the Lender, and WHEREAS, the proceeds derived from the sale of the Series 2014 Note will be loaned to the Borrower under the terms of a Loan Agreement, dated on or after August 1, 2014 (the "Loan Agreement"), between the Issuer and the Borrower, and will be applied to: (i)redeem and prepay the Series 2004 Note, currently outstanding in the approximate principal amount of$6,600,000; (ii)redeem and prepay a taxable loan (the "Taxable Loan"), currently outstanding in the approximate principal amount of $3,300,000, assumed by the Borrower in connection with its original acquisition of the two hundred twenty-seven (227) units of the Development; and (iii)pay a portion of the costs of issuing the Series 2014 Note; and WHEREAS, the facility to be refinanced with the proceeds of the Series 2014 Note will be comprised of two hundred thirty-six(236)units of the Development(the"Facility"); and WHEREAS, the Borrower will be absolutely and unconditionally obligated to repay the loan made under the Loan Agreement (the "Loan"), together with interest thereon, at times and in amounts sufficient to pay when due the principal of and interest on the Series 2014 Note; and WHEREAS, the Issuer will assign its rights to the basic payments and certain other rights under the Loan Agreement to the Lender under the terms of an Assignment of Loan Agreement, dated on or after August 1,2014 (the "Assignment of Loan Agreement"), between the Issuer, the Borrower, and the Lender; and WHEREAS,to further secure its obligations under the Loan Agreement, including but not limited to its obligation to pay all payments due and owing under the Series 2014 Note,the Borrower will execute and deliver to the Lender a Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents, dated on or after August 1, 2014 (the "Mortgage"), an Assignment of Leases and Rents, dated on or after August 1, 2014 (the "Assignment of Leases and Rents"), between the Borrower and the Lender, and additional security documents required by the Lender as a condition to its purchase of the Series 2014 Note. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, AS FOLLOWS: 1. The Issuer acknowledges, finds, determines, and declares that the issuance of the Series 2014 Note is authorized by the Act and is consistent with the purposes of the Act. 2. The Issuer further find, determines, and declares: (a) Under the terms of Section 462C.04,subdivision 2, of the Act, the City developed a housing program and on or before the day on which notice of a public hearing regarding the 2 housing program was published,the Issuer submitted the program to the Metropolitan Council for review and comment. By a letter dated June 16,2004, the Metropolitan Council informed the City that it had completed its review of the program and provided comments. (b) Without inquiry or investigation,there is no pending or threatened suit, action, or proceeding against the Issuer before any court, arbitrator, administrative agency, or other governmental authority that challenges the Issuer's execution and delivery of the Series 2014 Note,this Agreement, and the Assignment of Loan Agreement. (c) Without inquiry or investigation, the execution and delivery of the Series 2014 Note, this Agreement, and the Assignment of Loan Agreement will not constitute a breach of or default under any existing (i) provision of any special legislative act relating to the establishment of the Issuer,or(ii) agreement, indenture,mortgage,lease, or other instrument to which the Issuer is a party or by which it is bound. (d) No proceeding of the Issuer for the issuance, execution, or delivery of the Series 2014 Note, this Agreement, and the Assignment of Loan Agreement has been repealed, rescinded, amended,or revoked. (e) No member of the Board of Commissioners of the Issuer and no other elected or appointed official who is authorized to take part in the approval, execution, or delivery of this Agreement or the issuance of the Series 2014 Note, is directly or indirectly interested in this Agreement, the Series 2014 Note, the Facility, or any contract or agreement hereby contemplated to be entered into or undertaken with respect to the Facility. 3. The City prepared a Program for Financing a Multifamily Rental Housing Development(the "Original Housing Program"), and, as required by the terms of the Act, submitted the Original Housing Program to the Metropolitan Council for its review and comment. There is hereby authorized and approved the Amended and Restated Housing Program for Financing a Multifamily Rental Housing Development(the "Amended Housing Program"), in the form now on file with the Issuer. The Executive Director is hereby authorized to take all actions as may be necessary or appropriate to carry out the Amended Housing Program in accordance with the Act and any other applicable laws and regulations. 4. For the purposes set forth in this resolution, there is hereby authorized the issuance, sale, and delivery by the Issuer of the Series 2014 Note in the maximum aggregate principal amount of $10,000,000. The Series 2014 Note shall be designated, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the form of Series 2014 Note now on file with the Issuer. The aggregate principal amount of the Series 2014 Note, the interest rate of the Series 2014 Note, the date of the documents referenced in this resolution and the Series 2014 Note, and the terms of redemption of the Series 2014 Note may be established or modified with the approval of the Issuer. The Issuer hereby authorizes the Series 2014 Note to be issued as a "tax-exempt bond," the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. All of the provisions of the Series 2014 Note, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2014 Note shall be substantially in the form now on file with the Issuer, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the Series 2014 Note,the stated maturity date of the principal of the Series 2014 Note and the principal amount of the Series 2014 Note maturing on such maturity date, the interest rate for the 3 Series 2014 Note, and the term of redemption of the Series 2014 Note), as the Chair and the Executive Director of the Issuer (the "Issuer Officials"), in their discretion, shall determine. The execution of the Series 2014 Note with the manual or facsimile signatures of the Issuer Officials, and the delivery of the Series 2014 Note by the Issuer, shall be conclusive evidence of such determination. 5. The Series 2014 Note shall be a special, limited obligation of the Issuer payable solely from the revenues provided by the Borrower under the terms of the Loan Agreement and other funds pledged by the Borrower to the Lender. The Series 2014 Note shall not constitute general or moral obligations of the Issuer, shall not constitute debt of the Issuer within the meaning of any constitutional or statutory limitation, shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against the general credit or taxing powers of the Issuer, and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer other than the Issuer's interest in the Loan Agreement and the Facility. No holder of the Series 2014 Note shall ever have the right to compel any exercise by the Issuer of its taxing powers to pay any of the Series 2014 Note or the interest or premium thereon, or to enforce payment thereof against any property of the Issuer except the interests of the Issuer in the Loan Agreement and the revenues and assets thereunder, which will be assigned to the Lender under the terms of the Assignment of Loan Agreement. 6. The offer of the Lender to purchase the Series 2014 Note at a price of par is hereby accepted. 7. The Issuer Officials are hereby authorized and directed to execute and deliver the Loan Agreement and the Assignment of Loan Agreement. All of the provisions of the Loan Agreement and the Assignment of Loan Agreement,when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement and the Assignment of Loan Agreement shall be substantially in the form on file with the Issuer which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Issuer Officials, in their discretion, shall determine, and the execution of the Loan Agreement and the Assignment of Loan Agreement by the Issuer Officials shall be conclusive evidence of such determination. 8. The loan repayments to be made by the Borrower under the Loan Agreement are fixed to produce revenues sufficient to provide for the prompt payment of principal of, premium, if any, and interest on the Series 2014 Note when due, and the Loan Agreement also provides that the Borrower is required to pay all expenses of the operation and maintenance of the Facility, including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all lawfully imposed taxes and special assessments levied upon or with respect to the Facility and payable during the term of the Loan Agreement. Under the terms of the Loan Agreement, the Borrower will pay any and all costs incurred by the Issuer in connection with the issuance of the Series 2014 Note. 9. The proceeds derived from the sale of the Series 2014 Note shall be disbursed in accordance with the terms of the Loan Agreement and applied to the redemption and prepayment of the Series 2004 Note and the Taxable Loan. 10. The Executive Director of the Issuer is hereby appointed as Paying Agent and Note Registrar for the Series 2014 Note. 11. The Issuer Officials are hereby authorized to execute and deliver, on behalf of the Issuer, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery 4 of the Series 2014 Note, including various certificates of the Issuer; the Information Return for Tax- Exempt Private Activity Bond Issues, Form 8038; an endorsement to the tax certificate of the Borrower; and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale, and delivery of the Series 2014 Note. The Issuer hereby approves the execution and delivery by the Lender of the Assignment of Loan Agreement, and all other instruments, certificates, and documents prepared in conjunction with the issuance of the Series 2014 Note that require execution by the Lender. The Issuer hereby authorizes the issuance of the Series 2014 Note as an obligation the interest on which is not includable in gross income for federal income tax purposes. The Issuer hereby authorizes Kennedy & Graven, Chartered, as bond counsel of the Issuer, to prepare, execute, and deliver its approving legal opinion with respect to the Series 2014 Note. 12. The Lender is hereby authorized to accept the Assignment of Loan Agreement in order to secure payment of the Series 2014 Note and is hereby authorized to take all actions necessary or appropriate under the terms of the Assignment of Loan Agreement to ensure timely payment of the principal of,premium, if any, and interest on the Series 2014 Note. 13. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the Issuer by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the Issuer or by such members of the Board of Commissioners, or such officers, board, body, or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any member of the Board of Commissioners of the Issuer, any member of the Council of the City, or any officer, agent, or employee of the Issuer or the City in that person's individual capacity, and neither the Board of Commissioners of the Issuer nor any officer or employee executing the Series 2014 Note shall be liable personally on the Series 2014 Note or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant, or agreement contained in the aforementioned documents, the Series 2014 Note, or in any other document relating to the Series 2014 Note, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to any pecuniary liability of the Issuer, or the City, or any charge upon their general credit or taxing powers. In making the agreements, provisions, covenants, and representations set forth in such documents, the Issuer has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreement which are to be applied to the payment of the Series 2014 Note, as provided therein. 14. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the Issuer, the Borrower, and the Lender (or any subsequent holders of the Series 2014 Note) any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provisions hereof, this resolution, the aforementioned documents, and all of their provisions being intended to be and being for the sole and exclusive benefit of the Issuer, the Borrower, and the Lender(or any subsequent holders of the Series 2014 Note). 15. In case any one or more of the provisions of this resolution, other than the provisions contained in Section 4 of this resolution, or of the aforementioned documents, or of the Series 2014 Note issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Series 2014 5 Notes, but this resolution, the aforementioned documents, and the Series 2014 Note shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. 16. The officers of the Issuer, bond counsel, other attorneys, engineers, and other agents or employees of the Issuer are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Series 2014 Note for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Series 2014 Note,the aforementioned documents, and this resolution. In the event that for any reason the Chair of the Issuer is unable to carry out the execution of any of the documents or other acts provided herein, such documents may be executed and such actions may be taken by any member of the Board of Commissioners or officer of the Issuer delegated the duties of the Chair of the Issuer by the Board of Commissioners, with the same force and effect as if such documents were executed and delivered by the Chair of the Issuer,which execution or acts shall be valid and binding on the Issuer. If for any reason the Executive Director of the Issuer is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by any officer or employee of the Issuer delegated the duties of the Executive Director by the Board of Commissioners, with the same force and effect as if such documents were executed and delivered by the Executive Director of the Issuer, which execution or acts shall be valid and binding on the Issuer. If the person whose signature appears on any of the foregoing certificates, instruments, or documents shall cease to be an Issuer Official before the date of issuance of the Series 2014 Note such signature shall,nevertheless,be valid and sufficient for all purposes. 17. This resolution shall be in full force and effect from and after its passage this 19th day of August, 2014. Nancy Tyra-Lukens, Chair ATTEST: Rick Getschow, Executive Director 6 UNAPPROVED MINUTES ITEM NO.: VI.A. CITY COUNCIL WORKSHOP & OPEN PODIUM MONDAY,JULY 14, 2014 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 Council Member Butcher Wickstrom joined the meeting at 5:50 p.m. I. DESIGN STANDARDS KICKOFF City Manager Getschow said at their goal setting session, the City Council expressed interest in making a comprehensive review of the City's design standards. Under Community Development Director Janet Jeremiah's direction, intern Emily Osthus has begun work on this project. Osthus presented a PowerPoint on updates the City Council may want to consider to the zoning ordinance relating to aesthetic requirements. Elements that will be included in the study include building materials, building/street location, building facades and articulation, landscaping and screening, pedestrian and bike access, environmental standards, and public art. Jeremiah noted that HKGi is consulting with the City on development of a TOD (Transit Oriented Development) ordinance that will also address some of these same elements for future LRT station areas. Osthus provided many examples for the Council to consider, including: • Architectural—various forms, setbacks, size, materials, façade details, points of entry, aids to movement • Landscaping—features that help define space, elements that support water quality and promote prairie quality, best practices parking lot designs • Pedestrian and bike access • Environmental standards • Public art Jeremiah asked the Council Members for input on whether or not the scope of the project is appropriate, and if there are other design issues they would like to address. Jeremiah said the proposed design standards will also be presented to the Development Review Committee and Planning Commission in August, and will be brought back before Council at a Workshop in September. City Council Workshop Minutes July 14, 2014 Page 2 Nelson said she favors design standards that promote a"homey" feel to taller buildings. She said she is hesitant to encourage the use of concrete as a building material since it harkens back to some of the structures built back in the 70s. Case said he is looking for something unique that draws people in. He would like design elements that acknowledge the community's history. He said Hennepin Village did a good job with that. Nelson said that she would like landscaping standards to include more than just evergreens, and that more flowering plants should be required. She would also like to see strategically placed bike racks and benches that enhance movement through areas. Aho asked how detailed our standards will be. Osthus said it varies from city to city, depending on the city's individual planning process. Aho said he is worried about being too prescriptive, and said he does not want to see innovation stifled. Tyra-Lukens said it will be helpful to have minimum standards that must be met in order for a project to be approved. Nelson would like to encourage solar and wind power, and wants to make sure our standards do not discourage them. Osthus said some cities are writing environmental standards into design codes. Tyra-Lukens asked if staff has considered brick grids for crosswalks. Getschow said those types of elements will be addressed in the bike and pedestrian plan. Tyra-Lukens asked about the process for removing berms when roads need to be widened. Jeremiah said staff will bring all of these issues together and compile best practices that will be brought to the City Council after they are reviewed by DRC and the Planning Commission. Some of the recommendations may be ordinance amendments and some may be future Comprehensive Plan amendments or design guidelines for developers. II. 2015 BUDGET Getschow made a presentation on the proposed 2015 budget. The budget proposed by staff includes funding for a 2.25%base wage increase, while all other staffing and service levels are recommended to remain the same. Getschow noted 2015 will be the second year of the City's two-year budget. For 2014, general fund revenue is budgeted to increase 3.7 percent, and expenditures are budgeted to increase 3.4 percent. For 2015, staff is proposing a 2.3 percent increase in revenue and a 2.4 increase in expenditures. This would result in a 2.0 to 2.7 increase in the levy. The anticipated tax impact on the median value single family home will be about$35. Due to a change in state law, cities now have until the end of September to approve their preliminary levies. Getschow said the City Council will be asked to approve the preliminary levy at either the September 2 or September 16 meeting. The City Council will hold a public meeting to receive input and vote on the final budget December 2. III. OPEN PODIUM A. PRIVATE KENNEL LICENSE FOR 9980 DELL ROAD City Council Workshop Minutes July 14, 2014 Page 3 • Andrew Kostigan—Kostigan said he is applying for a private kennel license for five dogs, all of which are pit bull mixes. He noted that his property covers nearly 2-acres and is zoned rural. He believes the property is adequate for five dogs. He noted that both he and his wife owned the dogs before they combined households on the Dell Road property. He said none of the dogs has a history of violence, although one dog got loose through the current temporary fence. Kostigan said he has no problem with the staff recommendation that a 6-foot fence be installed around his property as a condition of the kennel license, and he plans to use the same contractor that his neighbors, the Johnsons,used. Tyra-Lukens asked if the fence will be on all sides of the yard. She said she feels Kostigan should have a complete separate fence, even though the Johnsons have a fence their property. • Linda Johnson—Johnson said she lives at 10020 Dell Road, next to the Kostigan property. She said she has encountered two of Kostigans dogs, and they do growl at people. She said Kostigans have been in violation of City Code since they have been keeping the dogs on the property without a kennel license. Johnson said research she has read indicates pit bulls have great tenacity and powerful jaws, and are known to attach other dogs without provocation. She said the dogs have escaped three times without the Kostigans knowledge, and they have harassed workers on her property. Johnson said she feels the Kostigans should be required to build a kennel with a concrete base to contain the dogs when they are outside. • Gary Demers—Demers said he encountered one of Costigans dogs when on a walk with his cocker spaniel. He said the Costigan dog barked at him and did not appear to "be under his control." B. Tim Rawerts said he is a member of the Eden Prairie Players theater group. He is concerned that the City is being drawn into controversy because a short play chosen for performance by the Players was nixed by Parks and Recreation Director Lotthammer due to foul language. IV. ADJOURNMENT AGENDA EDEN PRAIRIE CITY COUNCIL MEETING MONDAY,AUGUST 19, 2014 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 Julie Klima, 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 V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, JULY 14, 2014 B. CITY COUNCIL MEETING HELD TUESDAY,JULY 14, 2014 VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS VIII. CONSENT CALENDAR A. CLERK'S LICENSE LIST B. EDEN GARDENS by Homestead Partners. Second Reading of the Ordinance for Planned Unit Development District Review with waivers on 8.39 acres and Zoning District Change from Rural to R1-9.5 on 8.39 Location: Southwest corner of Scenic Heights and Eden Prairie Road. (Ordinance PUD District Review with waivers and Zoning District Change) C. ADOPT RESOLUTION APPROVING FINAL PLAT OF HIGHPOINT AT RILEY CREEK D. ADOPT RESOLUTION APPROVING FINAL PLAT OF EDEN GARDENS E. REJECT BID SUBMITTED BY SOWLES STEEL ERECTORS FOR STEEL ERECTION FOR THE AQUATICS EXPANSION PROJECT CITY COUNCIL AGENDA August 19, 2014 Page 2 F. AWARD QUOTES FOR STEEL ERECTION FOR THE AQUATICS EXPANSION PROJECT TO HIGH FIVE ERECTORS G. APPROVE CONSTRUCTION CHANGE ORDER FOR NORTHWEST ASPHALT INC. FOR THE BURR RIDGE STORM SEWER EMERGENCY REPAIR AND IMPROVEMENT PROJECT H. ADOPT RESOLUTION AWARDING CONTRACT FOR CITY WEST PARKWAY TRAIL TO MINNESOTA DIRT WORKS I. REJECT BID FOR THE LANDSCAPE PROJECT FOR CSAH NO.1 BETWEEN FLYING CLOUD DRIVE AND SHETLAND ROAD J. APPROVE PURCHASE OF NEW CONTROL PANELS FOR LIFT STATIONS NO. 6 AND NO. 7 FROM INTEGRATED PROCESS SOLUTIONS INC. K. APPROVE CONTRACT FOR UPDATING MICROSOFT WINDOWS SERVER LICENSES THROUGH STATE OF MINNESOTA AGREEMENT O1E61724 L. APPROVE ADVANCE FROM CAPITAL IMPROVEMENT AND MAINTENANCE FUND TO THE STORM DRAINAGE FUND M. APPROVE FIRST AMENDED LEASE AGREEMENT BETWEEN THE CITY OF EDEN PRAIRIE AND JENEKA,LLC FOR ENCORE BOUTIQUE AT 8022 DEN ROAD N. APPROVE PURCHASE OF WETLAND CREDITS IN CONNECTION WITH THE SHADY OAK SOUTH PROJECT IX. PUBLIC HEARINGS/MEETINGS X. PAYMENT OF CLAIMS XI. ORDINANCES AND RESOLUTIONS A. FIRST AND SECOND READINGS OF AN ORDINANCE GRANTING HRA AUTHORITY TO EXERCISE THE POWERS GRANTED TO THE CITY BY MINN. STAT. CHAP. 462C B. RESOLUTION APPROVING ISSUANCE OF REVENUE BONDS BY THE HOUSING AND REDEVELOPMENT AUTHORITY TO REFINANCE A MULTIFAMILY HOUSING DEVELOPMENT FOR THE BENEFIT OF CASTLE RIDGE APARTMENTS, LLC XII. PETITIONS, REQUESTS AND COMMUNICATIONS XIII. APPOINTMENTS CITY COUNCIL AGENDA August 19, 2014 Page 3 XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS 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 1. Adopt Resolution Authorizing Acquisition of 11201 Burr Rid2e Lane 2. Establishment of Slow-No Wake Restrictions F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT ITEM NO.: VI.B. UNAPPROVED MINUTES EDEN PRAIRIE CITY COUNCIL MEETING MONDAY,JULY 14, 2014 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. CALL THE MEETING TO ORDER Mayor Tyra-Lukens called the meeting to order at 7:02 PM. All Council Members were present. II. PLEDGE OF ALLEGIANCE III. COUNCIL FORUM INVITATION IV. PROCLAMATIONS/PRESENTATIONS A. TOUR DE TONKA Tom Litfin, representing the Tour De Tonka, gave a presentation about the event to be held on Saturday, August 2. He noted the bike routes for the event go through three counties and 24 cities, including Eden Prairie. B. DONATIONS FOR 411 OF JULY HOMETOWN (Resolution No. 2014-70) Tyra-Lukens thanked City staff for putting together the great Fourth of July celebration. She noted people said the musical events were great. She commented that volunteers were very important to ensure the success of the event. Lotthammer said the City received in-kind donations and monetary contributions for the Fourth of July Hometown Celebration. He listed the contributors and also recognized several community organizations whose work enhanced the event. MOTION: Aho moved, seconded by Case, to adopt Resolution No. 2014-70 accepting in-kind donations of$1,845 and monetary contributions of$3,250 for the 4th of July Hometown Celebration. Motion carried 5-0. V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS Butcher Wickstrom added Item XIV.A.1.Aho added Item XIV.A.2. Tyra-Lukens added Item XIV.A.3. MOTION: Nelson moved, seconded by Aho, to approve the agenda as amended. Motion carried 5-0. VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY,JUNE 17, 2014 MOTION: Case moved, seconded by Butcher Wickstrom, to approve the minutes of the Council workshop held Tuesday, June 17, 2014, as published. Motion carried 4-0-1,with Nelson abstaining. B. CITY COUNCIL MEETING HELD TUESDAY,JUNE 17, 2014 MOTION: Nelson moved, seconded by Case, to approve the minutes of the City Council meeting held Tuesday, June 17, 2014, as published. Motion carried 5-0. VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS VIII. CONSENT CALENDAR Getschow said Items C and D should be removed from the Consent Calendar. Nelson said she would like pull Item B for discussion. A. CLERK'S LICENSE LIST B. KENNEL LICENSE APPLICATION FOR 9980 DELL ROAD C. EDEN GARDENS by Homestead Partners. Second Reading of the Ordinance for Planned Unit Development District Review with waivers on 8.39 acres and Zoning District Change from Rural to R1-9.5 on 8.39 Location: Southwest corner of Scenic Heights and Eden Prairie Road. (Ordinance PUD District Review with waivers and Zoning District Change) D. ADOPT RESOLUTION APPROVING FINAL PLAT OF EDEN GARDENS E. ADOPT RESOLUTION NO. 2014-71 APPROVING NO-FAULT SEWER BACKUP AND WATER MAIN BREAK COVERAGE F. AWARD CONTRACT FOR RECONSTRUCTION OF LIFT STATION NO. 6 TO MINGER CONSTRUCTION INC. G. AWARD CONTRACT FOR DUCK LAKE TRAIL CULVERT REPLACEMENT TO PARROTT CONTRACTING INC. H. APPROVE ADDITIONAL DESIGN AND CONSTRUCTION SERVICES FOR SEH INC. FOR BURR RIDGE STORM SEWER IMPROVEMENTS I. AWARD CONTRACT FOR 11191 BURR RIDGE REAR YARD REPAIR TO NATURAL ENVIRONMENTS J. AWARD CONTRACT FOR 2014 BUILDING ENVELOPE RESTORATION TO RESTORATION SYSTEMS, INC. K. AWARD CONTRACT FOR SOLAR PANELS ON THE COMMUNITY CENTER ROOF TO ALL ENERGY SOLAR L. APPROVE SIGN RETROREFLECTIVITY POLICY MOTION: Butcher Wickstrom moved, seconded by Nelson, to approve Items A and E-L of the Consent Calendar. Motion carried 5-0. Item VIII.B: Nelson said this is the first time since she has served on the Council there was as much community input on a kennel license. She would like people to be able to keep their pets. She suggested Item B be sent back to the Police Department to see if there are some modifications that could be made to the fencing. Case said he felt comfortable with the due diligence the City has gone through. We have a five-month trial period built in for this item. We all empathize with the Johnson, but we have no history of these dogs biting people. He thought the six- foot fence to be built at the owner's expense sounds great. Butcher Wickstrom said she spoke with Mrs. Johnson on the phone and she understands the Johnson's fears and worry are grounded in love for their family. She agreed that people do get to have rights, but rights with safety in mind. She thought it was right that each party should have their own fence. She didn't know if there are any other alternatives in terms of making the neighbors feel safe. She thought we can try and see how it works out with the six-foot fence in place. Tyra-Lukens understood the fear of all the neighbors. She did not remember ever seeing a kennel license for five dogs before. It is an unusual situation and she wished there were some way we could make sure this would be a safe fence. She asked the dog owners to pay attention to the issues regarding burrowing under the fence and to explore options such as having an inward bend at the top of the fencing to reduce the chance of the dogs jumping over it. Aho encouraged the Kostigans to work with the neighbors to build a higher level of comfort for the neighbors regarding the safety provided by the fence. MOTION: Case moved, seconded by Butcher Wickstrom, to approve the kennel license application for 9980 Dell Road(Item VIII.B)with all of the conditions discussed tonight. Motion carried 4-1,with Nelson opposed. IX. PUBLIC HEARINGS/MEETINGS A. EDEN HEIGHTS EAST by Stewart Land Partners, LLC. Request for Zoning District Change from RI-22 to R1-13.5 on 1.7 acres and Preliminary Plat on 1.7 acres into 4 lots. Location: Southwest corner of Pioneer Trail and Eden Prairie Road. (Ordinance Zoning District Change; Resolution No. 2014-72 for Preliminary Plat) Getschow said official notice of this public hearing was published in the July 3, 2014,Eden Prairie News and sent to 46 property owners. This is a proposal for a four lot single family subdivision that conforms to the requirements of the RI-13.5 Zoning District and Comprehensive Guide Plan. The Planning Commission voted 7- 0 to recommend approval of the project at the June 9, 2014 meeting. Stew Stender, representing Stewart Lane Partners, reviewed the proposal. He noted the project was redesigned to provide a future access to the Olson's property to the east, per staffs request. MOTION: Butcher Wickstrom moved, seconded by Nelson, to close the public hearing; to approve 1st reading of the ordinance for Zoning District Change from R 1-22 to R 1-13.5 on 1.7 acres; to adopt Resolution No. 2014-72 for Preliminary Plat on 1.7 acres into 4 lots; and to direct staff to prepare a development agreement incorporating staff and commission recommendations and Council conditions. Case asked if the cul-de-sac design makes it difficult for fire trucks to turn around. Jeremiah replied this particular design was reviewed by staff, and this solution was considered to be better than a dead end. Case said he was concerned about the future lot to the north as he thought that was owned by the County. Jeremiah said there is some right of way on the corner. Case asked if the same owner owns that as well as the southern lot. Jeremiah said that was correct. VOTE ON THE MOTION: Motion carried 5-0. B. TELECOMMUNICATIONS—VERIZON WIRELESS—COMBINATION LIGHT POLE/CELL TOWER AT EP HIGH SCHOOL by Verizon Wireless. Request for Site Plan Review on 66.55 acres. Location: 17185 Valley View Road. (Resolution No. 2014-73 for Site Plan Review) Getschow said a proposed Verizon Wireless cellular tower will replace an existing 100-foot light pole overlooking the stadium at Eden Prairie High School with a 116' monopole and 3' lightning rod for a total height of 119' to accommodate wireless antenna and a 12'x30' equipment shelter structure. Integration of the telecommunication tower is accomplished by closely replicating the existing light standard using a similar self-weathering brown core-ten steel monopole without constructing a new tower within the immediate vicinity. He said a review of the site plan is required for anything over eight feet. We also reviewed a request for a waiver for a setback of 450 feet. Staff recommended approval. Paul Harrington, Verizon Wireless, said they located the tower on the south side of the field in response to the School District's request. Tyra-Lukens asked if the current structure belongs to T-Mobile. Mr. Harrington replied the T-Mobile tower is on the north side of the field. Aho asked if the reference to auxiliary structures includes the screening around it. Mr. Harrington said that is the building. The existing landscaping outside the fencing is not being disrupted at all. He noted staff asked them to match the brick on the shelter. MOTION: Case moved, seconded by Aho, to close the public hearing and to adopt Resolution No. 2014-73 for site plan review on 66.55 acres. Motion carried 5-0. X. PAYMENT OF CLAIMS MOTION: Butcher Wickstrom moved, seconded by Aho, to approve the payment of claims as submitted. Motion was approved on a roll call vote,with Aho,Butcher Wickstrom, Case,Nelson, and Tyra-Lukens voting "aye." M. ORDINANCES AND RESOLUTIONS A. SOUTHWEST LIGHT RAIL TRANSIT MUNICIPAL CONSENT (Resolution No. 2014-74) Getschow said the Southwest Light Rail Transit(SWLRT)municipal consent plans have been reviewed at many meetings and hearings. The resolution included in the Council packet is somewhat modified from the one reviewed last month. He noted a big portion of the Council packet was the public input received during the process. Ellis said tonight's resolution of support covers a number of issues that are outstanding: 1. Locate the 160 space parking facility in close proximity to Town Center Station which will be provided by beginning of revenue service. 2. Minimize disruption to businesses, residents, SouthWest Transit(SWT) services, vehicular traffic and pedestrian traffic during construction through innovative practices. 3. Provide strong communication with the public during design and construction that is visual, timely, reliable, and easily understood. 4. Seek guidance and input from the City of Eden Prairie Parks, Recreation, Arts and Natural Resources Commission on the incorporation of public art into the project. 5. Complete the agreement between the Council and SWT pertaining to understandings, goals, and potential future agreements relating to the co- location of the Council's proposed SWLRT project with SWT's existing operations at SouthWest Station located in Eden Prairie, Minnesota. Ellis reviewed the nine Locally Requested Capital Improvements (LRCIs) listed in the resolution that would require the identification of project funding during the advanced design of the project. He noted there have been some changes to the plans since first submitted. Those changes include the fact that most of our crossings are grade separated, the Town Center station is more centrally located further to the south in alignment with our Comprehensive Guide Plan, and the plans do not require relocation of our maintenance facility. He noted a number of positive benefits came as a result of our City traffic engineer working with the Project Office. Butcher Wickstrom asked Mr. Ellis to address concerns from a local business about the alignment and that wanted it moved to the other side of Hwy 212. Ellis said he had a number of conversations with the property owner who wants the alignment to be on the east side of Hwy 212 rather than the west side, primarily for reasons of aesthetics and visibility from Hwy 212. We worked with the Project Office to determine the cost of putting the tracks on the other side and found that relocating the tracks to the other side could add as much as $14,000,000 to the project. There would also be an impact to the wetlands if it were located on the other side. It can be very difficult to justify that impact to the wetlands if it isn't necessary. Aho said this is a critical and very important project for the City and the metropolitan area. He has been very involved in transportation projects throughout his career on the City Council. He chairs the 494 Corridor Commission and is a member of the Southwest Transit bus service. Although we are only being asked to approve the design of the SWLRT tonight, this is really our only chance to vote on the topic as a whole. The Project Office did a good job of communicating and holding public meetings on the design, and those meetings were good and beneficial. A lot of people thought the process was somewhat flawed in that they weren't asked what they thought about light rail coming to Eden Prairie. As a city we aren't given a choice whether light rail comes to Eden Prairie. We have the option to approve the plan as presented or to give input on what we would like changed to improve the plan. Aho said he has a problem with the EIS not being completed on the route as proposed. He thought there are potentially a lot of issues with the current route, which has changes from the Locally Preferred Alignment (LPA) route. He would have preferred the original LPA route. He expressed concern that the Memorandum of Understanding (MOU) between the Project Office and the Southwest Transit Board has not been achieved. He was reticent to give consent without that MOU. He was concerned about the potential loss of our bus service from Eden Prairie to downtown. He wanted to provide local service with our bus service and we haven't gotten that agreement from the Project Office. He said there are design issues with the route along the western side of Hwy 212, and some businesses are very unhappy with that route. The construction of the Green Line shut down quite a number of businesses as part of the construction process and he was concerned about a similar effect on our businesses. He thought the route becomes problematic where it comes into the Town Center area and will result in issues with parking. He didn't know if traffic patterns are going to be good and was not sure parking is going to be fully handled. In addition, the LPA route would not have resulted in the taking of a strip mall. Aho expressed concern about track construction on the steep slope between Bachman's and Costco. Purgatory Creek Park is one of our crown jewel parks, and the elevated track located next to and in front of the parking there greatly concerned him. It will change the nature of the park. He was concerned about what it will do to Southwest Station and to the Southwest Station condos. The route comes very close to those condos and it will have an effect on their view of Purgatory Creek Park. The construction process includes pilings driven into the poor soils in the area which may cause damage to the existing structures there. He was concerned about the proximity of the train to Optum Health's campus and the possible effect on their auditorium and presentation theater. The new route has a lot more curves and will generate more noise. He was concerned that we make some kind of agreement about the crossing at the entrance of the Baymont Inn & Suites. He thought we would have been better off sticking with the LPA that was closer to Hwy 5. Aho expressed concern about the capital costs because a lot of funding comes from our State as well as from the Federal government. He thought we need to look at our return on investment and at the long term view. To invest in this older technology is a mistake and will change the nature of Eden Prairie. People moved to Eden Prairie not to be close to this type of infrastructure. It will change the nature of our community and will be very disruptive to our traffic patterns. There are some positive impacts with the project, but the negatives outweigh the good and for those reasons he did not support the resolution. Butcher Wickstrom commented there is no perfect solution but she thought the benefits outweigh the negatives. Light rail coming to Eden Prairie is not a new concept. The Council has been reviewing light rail alignments for several years. Over this time there have been innumerable meetings, public hearings and open houses to hear comments and concerns from residents and businesses. The comments have helped us to recalibrate and create the best design plan for light rail in the City. Once built, the SWLRT will add a spur to the regional system of light rail in the metropolitan area. Our residents and employees of area businesses will benefit from having more multi-modal options. Light rail is not a silver bullet for all our congestion problems; rather it is one way for commuters to move around the congested area. Butcher Wickstrom said she drives to work every day in the north metro area. She has access to several highways but her drive time is generally one hour each way and can take up to 2-1/2 to 3 hours each way. Many times throughout her drive she cannot move on the highway. While she is stopped in traffic, there are large trucks, construction vehicles, other commercial vehicles and other commuters that are also running late. This reflects the lost time just waiting to move on our congested highways. This is not just a quality of life issue, it is a serious business issue. In January of this year she attended the Minnesota Competitive Economic Summit and business owners there stated one of the needs for businesses was innovation in the area of transportation. They need to move people around and move the goods produced. She said it is her desire as an elected official that we retain companies by figuring out inventive solutions to address these concerns. Butcher Wickstrom said she also believed Eden Prairie would be remiss if we weren't part of the regional solution to our traffic congestion. There will be an estimated 60,000 jobs added in the southwest corridor in the next two decades. Light rail will connect employees with employers throughout the metropolitan area. She recently had an opportunity to ride on the Green Line. The ride was very smooth, quiet and efficient. The ride answered a lot of her questions, and she thought the Green Line was one more step to regional connectivity. The SWLRT is next. She was looking forward to having a continued seat at the Met Council table to address other concerns. As a City Council member she wanted to show her support for the good work done thus far by City staff, the City Council and Southwest Transit. This decision tonight is a decision for the present and for far into the future. It is the right time and the right decision to support the SWLRT. Nelson said she had the opportunity to work on the SWLRT Works and Management Committees. She was impressed with how hard our staff has worked on the input to SWLRT. She did not believe our input will stop just because we approve SWLRT tonight. She thought they will take care of the vibration issues because they were able to put light rail through the University of Minnesota health and science areas. She believed they can look at those issues and take care of them. She had every confidence that our staff will bring what our City needs to the SWLRT meetings. Over the last six years as she served on the committees she has talked to residents and businesses. The two groups most excited about light rail are seniors and young professionals. Several surveys have shown over 80% support for light rail. She planned to support SWLRT tonight and thought we can count on staff to continue to work on the issues. She believed the pluses outweigh the minuses and we can mitigate the minuses. Case said this vote is very specifically for approval of the Metropolitan Council's plans for the physical design components of the preliminary design plans for SWLRT within the City of Eden Prairie. We are agreeing to the number and location of stations in Eden Prairie. We are legislatively limited on what we are voting on tonight. He thought 30 years from now, when none of the present Council Members are on the Council, the proof of the incredible economic gain from the SWLRT will have become obvious. Each community along the route of other regional infrastructure transportation systems was not given a chance to vote on the system. For tonight our response is to vote yes or no on the physical design component for Eden Prairie and he planned to vote in favor of the SWLRT. Tyra-Lukens said we have frequently surveyed our residents and businesses since she joined the City Council in 1994. We have very happy residents and businesses. The number one concern expressed in the surveys is transportation and transit. We have worked to add lanes to Hwy 494 and to build Hwy 212 to the west. We advocated for funding for Southwest Transit and we have kept a strong and outstanding bus system. What is unique with the light rail is that local communities are voting on it. It would be unconscionable of us as elected officials not to consider it as an option. We have to do something about transportation. We began a feasibility study on the light rail 12 years ago. Since then we have done other research and performed an alternatives analysis. In 2007 light rail transit was selected. We then worked on the Locally Preferred Alignment. The process has been very open and transparent and has involved continuous public input. The Project Office for the Met Council, the County and the cities along the route sought input from the communities. Tyra-Lukens said there were 30 different alignments analyzed and in 2009 one alignment was selected. That alignment has been tweaked since then. It would have been nice to be able to bring light rail down a corridor that wouldn't present issues to any business or residents. However, light rail must be built close to where people live and work so some people will be inconvenienced. The vote tonight is on the alignment in Eden Prairie only. We are not the ones that make the decision on the proposed light rail. We are asked if we are comfortable with the proposed alignment through Eden Prairie. There are still a lot of unanswered questions; however, she was confident the Project Office cannot come through and do environmental damage. She believed we have to move forward with incomplete information for any project. This is not about addressing the needs now but rather preparing proactively for the future. We know traffic congestion is an issue. If we don't do something about it now and just wait for the future, light rail will not be any less controversial and it will be more expensive to build. Light rail will bring change to this community, some of which will be good and some bad. The preliminary engineering is at approximately 15% of the total, and there will be answers to the issues as we go. This is not a done deal and approval tonight does not mean blanket approval for the Project Office. She said she will be voting in favor of the SWLRT. MOTION: Butcher Wickstrom moved, seconded by Case, to adopt Resolution No. 2014-74 approving the physical design component of the preliminary design plans for the Southwest Light Rail Project within the City of Eden Prairie. Motion carried 4-1,with Aho opposed. XII. PETITIONS, REQUESTS AND COMMUNICATIONS XIII. APPOINTMENTS XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS 1. GreenStep Cities Award--Council Member Butcher Wickstrom Butcher Wickstrom displayed the Step 3 GreenStep Cities award she recently accepted for the City of Eden Prairie. Step 3 is the highest level of achievement within the program and very few other cities in Minnesota have achieved all three steps. The program is an innovation of the MPCA and was designed to encourage energy efficiency and innovation around green practices. We have met 17 of the 28 best practices that have been set up for the GreenStep program. Even before this program started in 2011 we were doing incredible things like the 20-40-15 program. She reviewed some of the best practices the City has achieved and gave kudos to City staff, particularly to Regina Rojas who is leading this effort and working as the liaison to the Conservation Commission. She thanked Ms Rojas, other City staff members and the Conservation Commission for their efforts. She noted the award will be on display at City Center. 2. Calls from Residents Who Live on Our Lakes--Council Member Aho Aho said he received calls from some residents who live on our lakes about the water levels doing damage to their boats and docks. There was a quick response from City Manager Getschow and Police Chief Reynolds to the calls about the high water levels in the lakes and the danger to their property from boats on the lakes. City staff was already working on notification for a no-wake response for Bryant and Riley Lakes. He thought we should institute a water level that triggers a no-wake restriction so we don't have to deal with an emergency situation each time it occurs. He asked staff to research the issue and make that part of our normal operating procedure. The other Council Members concurred with his suggestion. 3. Call from Resident About Mowing on City Property--Mayor Tyra- Lukens Tyra-Lukens said this spring she received a call from a resident who wanted to mow a small portion of City property in exchange for not mowing some of their own property. She said she understood it is not feasible to do a land swap but asked if there is a mechanism to allow someone to have a maintenance agreement to mow a small part of City property for those rare cases where it may be a benefit to have someone mow City property. Case said we have brought several of these situations to the Council. There was one situation like this one where it made sense; however, if we tailor it for one lot, it opens up other potential situations. Allowing such exceptions doesn't give our staff the tools they need to do the job. He didn't know what we can do unless we changed our rules. City-owned land is getting better preserved than in previous years as a result of our rules. He thought we are walking a dangerous path if we say "Yes" to one and "No" to others. Nelson said she also has had people call about such situations. She has asked before that there be some way to have a case-by-case decision. She thought there is a reason to be able to have that option and there should be some way to give permission to mow a small space. We might have a fee attached to it. Tyra-Lukens asked if the situations Council Members Case and Nelson talked about were places where they were mowing City property but not mowing part of their property. Case replied that was true in one such situation where they were mowing a flat piece next to the driveway but not mowing down to a pond. There are variance processes in the City for other issues so we might use the same process for variances where a case could be made for hardship. Rosow said the problem is this is not similar to a zoning regulation. It is not a standard that would be recognized with respect to this issue. It would be very subjective and hard to enforce and would complicate things for staff as well as the City Council. These individuals own their piece of property and the City owns other property. Our ownership is not the same as a private property owner. It takes the form of dedication in plats where we hold the property legally in trust. In some situations we have land acquired by grants from the Federal government which prohibits changes in the use. We have all these different situations that would have to be researched so there would be a lot of staff time and legal time to review each one. The staff has an obligation to protect the public's interest in the lands that have been given or donated to the City. Nelson asked if there could be a process where the person could request that the City mow a certain area. Tyra-Lukens thought we could have some strict guidelines to address the specific situations where it might be allowed. Lotthammer said in a sense we already do some of what was suggested. We respond when people call and spray for noxious weeds where we can. We recently approved a request for someone to remove buckthorn on City property near their residence. In that case we would go through a process to show them how to do the removal correctly. He said the costs to follow up cases of infringement on City property can reach hundreds or even thousands of dollars. Staff has shared presentations with the Council that show examples of properties that have encroached on City property. It is really an issue of fairness. B. REPORT OF CITY MANAGER 1. Strategic Plan Update Getschow gave an overview of some work staff has been doing on the Strategic Plan. He said the plan is called the Eden Prairie Promise and is centered around work plans of City employees, departments and divisions showing City strategies. The vision and mission at the top of the pyramid have stayed intact for almost ten years. Our key results were updated and align our goals to the vision and mission and improve our strategy to measure success. Key results translate into goals, and six goals have been defined. The work plans will be updated on a biannual basis to align with our goals and the budget. He unveiled the new Performance Dashboard that will provide transparency and information to the community. Tyra-Lukens asked if we have a way to document how frequently the Dashboard is accessed. Getschow said we can track all areas of our websites in terms of how many access an area and how often. He noted the Dashboard takes quite a bit of work to load, but the work going forward won't take as much time. C. REPORT OF THE COMMUNITY DEVELOPMENT DIRECTOR 1. Southwest Corridor Investment Framework Report (Resolution No. 2014- 75 Jeremiah said this is a report of the Southwest Corridor Investment Framework and is the result of the Transitional Station Area Action Planning (TSAAP) initiative in which Eden Prairie has been involved for some time. Staff is recommending acceptance of the report, subject to certain amendments to address direction given at a City Council workshop presentation. She reviewed the conditions included in the motion to approve the report and said the report is intended to be a"living" document with the opportunity to make future changes. It could potentially be used as a basis for considering future Comprehensive Plan amendments and funding priorities. Tyra-Lukens said she understood we are approving these as suggestions, not as land use changes. However, she was concerned about the park space for the proposed housing units and would want to ensure park space for those areas. Jeremiah replied part of the reason much of the housing is proposed in the southern part of the Golden Triangle area is to address greater green space opportunities. The 2030 Comprehensive Plan anticipates 2500-2600 additional housing units in the area. This would be a reduction from what has already been adopted by the City. MOTION: Case moved, seconded by Butcher Wickstrom, to adopt Resolution No. 2014-75 accepting the Southwest Corridor Investment Framework report subject to the following conditions: 1. The Southwest Corridor Investment Framework will be amended to revise the Golden Triangle Area Future Land Uses in accordance with the revised map included as Exhibit A. 2. The Southwest Corridor Investment Framework will be amended to revise the Town Center future east-west roadway alignment to avoid impacts to the existing Emerson-Rosemount building. 3. The Southwest Corridor Investment Framework will be updated and amended as new information and City of Eden Prairie policy direction becomes available. Nelson said she was glad to see the changes to Exhibit A. She thought this is much better and it seems like some of these areas might be considered for multiple kinds of uses. VOTE ON THE MOTION: Motion carried 5-0. 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 At 9:05 PM the Council moved to closed session to discuss the purchase of 11201 Burr Ridge Lane. XVI. ADJOURNMENT The City Council returned at 9:36 PM from closed session regarding the purchase of 11201 Burr Ridge Lane. No action was taken during the closed session and the Council took no action upon returning to open session. MOTION: Aho moved, seconded by Nelson, to adjourn the meeting. Motion carried 5- 0. Mayor Tyra-Lukens adjourned the meeting at 9:36 PM. CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar August 19, 2014 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. Requested Action Motion: Approve the licenses listed below Raffle Organization: Eden Prairie Community Foundation Place: SouthWest Station Parking Ramp 13500 Technology Drive Date: 9/13/2014 Temporary Liquor Organization: Eden Prairie Community Foundation Event: Prairie Brewfest Date: 09/13/2014 Place: SouthWest Station Parking Ramp 13500 Technology Drive Amendment to Liquor License 2AM Closing Permit- Renewal Purple Star Inc. DBA: Green Mill of Eden Prairie - 1 - CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.B. Community Development/Planning Eden Gardens Janet Jeremiah/Julie Klima Requested Action Move to: • Approve 2nd Reading of the Ordinance for Planned Unit Development District Review with waivers on 8.39 acres and Zoning District Change from Rural to R1-9.5 on 8.39 acres; and • Approve the Development Agreement for Eden Gardens. Background Information This is the final approval of the development agreement and plans for a 36 lot and 7 outlot single family lot subdivision. The 120-Day Review Period Expires on August 31, 2014. Attachments • Ordinance for PUD District Review • Summary Ordinance • Development Agreement EDEN GARDENS CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA ORDINANCE NO. 17-2014-PUD-1-2014 AN ORDINANCE OF THE CITY OF EDEN PRAIRIE, MINNESOTA,REMOVING CERTAIN LAND FROM ONE ZONING DISTRICT AND PLACING IT IN ANOTHER, AMENDING THE LEGAL DESCRIPTIONS OF LAND IN EACH DISTRICT,AND, ADOPTING BY REFERENCE CITY CODE CHAPTER 1 AND SECTION 11.99 WHICH,AMONG OTHER THINGS, CONTAIN PENALTY PROVISIONS THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, ORDAINS: Section 1. That the land which is the subject of this Ordinance (hereinafter, the "land") is legally described in Exhibit A attached hereto and made a part hereof. Section 2. That action was duly initiated proposing that the land be removed from the Rural Zoning District and be placed in the R1-9.5 Zoning District 17-2014-PUD-1-2014 (hereinafter "PUD-1-20 14-R1-9.5"). Section 3. The land shall be subject to the terms and conditions of that certain Development Agreement dated as of July 14, 2014 entered into between Homestead Partners, and the City of Eden Prairie, (hereinafter"Development Agreement"). The Development Agreement contains the terms and conditions of PUD-1-2014-R1-9.5, and are hereby made a part hereof. Section 4. The City Council hereby makes the following findings: A. PUD-1-2014-R1-9.5 is not in conflict with the goals of the Comprehensive Guide Plan of the City. B. PUD-1-2014-R1-9.5 is designed in such a manner to form a desirable and unified environment within its own boundaries. C. The exceptions to the standard requirements of Chapters 11 and 12 of the City Code that are contained in PUD-1-2014-R1-9.5 are justified by the design of the development described therein. D. PUD-1-2014-R1-9.5 is of sufficient size, composition, and arrangement that its construction, marketing, and operation are feasible as a complete unit without dependence upon any subsequent unit. Section 5. The proposal is hereby adopted and the land shall be, and hereby is removed from the Rural Zoning District, and placed in the R1-9.5 Zoning District and shall be included hereafter in the Planned Unit Development PUD-1-2014-R1-9.5 and the legal descriptions of land in each district referred to in City Code Section 11.03, subdivision 1, subparagraph B, shall be and are amended accordingly. Section 6. City Code Chapter 1 entitled"General Provisions and Definitions Applicable to the Entire City Code Including Penalty for Violation" and Section 11.99 entitled "Violation a Misdemeanor" are hereby adopted in their entirety by reference, as though repeated verbatim herein. Section 7. This Ordinance shall become effective from and after its passage, publication and in compliance with the following conditions: • The conveyance of the property subject to the preliminary plat of Eden Gardens ("Property") from MnDOT to the City of Eden Prairie or the Housing and Redevelopment Authority in and for the City of Eden Prairie ("HRA"); • The conveyance of the Property from the City of Eden Prairie or the HRA to Homestead Partners; and • The adoption by the HRA of the following resolutions relating to the Property: o A Resolution Determining to Carry Out a Housing Development Project, Identifying the Area, and Adopting Findings; and o A Resolution Selecting a Developer, Approving Purchase and Sale of the Project Area and Establishing Terms and Conditions for the Housing Development Project. If any one of the above conditions have not been satisfied by August 31, 2014, the approvals granted herein are null and void. FIRST READ at a regular meeting of the City Council of the City of Eden Prairie on the 17th day of June, 2014, and finally read and adopted and ordered published in summary form as attached hereto at a regular meeting of the City Council of said City on the 19th day of August, 2014. ATTEST: Kathleen Porta, City Clerk Nancy Tyra-Lukens, Mayor PUBLISHED in the Eden Prairie News on , 2014. EXHIBIT A Legal Description — Parcel 1: That part of Tract A described below: Tract A. That part of the Southwest Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West, Hennepin County, Minnesota, described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter; thence north along the east line thereof 914 feet; thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet, more or less, to the centerline of County Road No. 4; thence northerly along said centerline 116.3 feet; thence westerly 482.6 feet, more or less to a point 1,018.6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17; thence west along the south line thereof 274 feet; thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet; thence south along said line 1,018.6 feet to south line thereof; thence east along said south line 274 feet to point of beginning; excepting therefrom said County Road No. 4; which lies southerly of Line 1 described below: Line 1. Beginning at the northwest corner of Lot 1, Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing, along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1; thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet; thence South 76 degrees 10 minutes 15 seconds East 36.57 feet; thence South 64 degrees 51 minutes 39 seconds East 50.99 feet; thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West, Hennepin County, Minnesota; thence run northerly along the west line thereof 914.00 feet; thence deflecting right 81 degrees 37 minutes 00 seconds, 244.00 feet, more or less, to the centerline of County Road No. 4; thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter; thence westerly to a point 189.24 feet east from the west line thereof; thence southerly 146.50 feet; thence westerly 189.24 feet to the beginning, lying westerly of the westerly right of way line of County Road No. 4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1, Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, Hennepin County, Minnesota; thence North 84 degrees 38 minutes 27 seconds East, assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1; thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet; thence North 13 degrees 49 minutes 45 seconds East, 40.00 feet; thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described; thence South 76 degrees 10 minutes 15 seconds East 18.91 feet; thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet; thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; together with that part of Tract A hereinbefore described, adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A, distant 23.06 feet southerly of its intersection with said 50 foot parallel line; thence run northwesterly to a point on said parallel line, distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described, which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described; thence run northwesterly to a point distant 8 feet southwesterly(measured at right angles) of a point on the east line of said Tract A, distant 330 feet northwesterly of said most easterly corner; thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet; thence run northerly to a point on the east line of said Tract A, distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West, Hennepin County, Minnesota; thence run northerly along the west line thereof 914.00 feet; thence deflecting right 81 degrees 37 minutes 00 seconds, 244.00 feet, more or less, to the centerline of County Road No. 4; thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter; thence westerly to a point 189.24 feet east from the west line thereof; thence southerly 146.50 feet; thence westerly 189.24 feet to the beginning, lying westerly of the westerly right of way line of County Road No. 4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1. Commencing at the northwest corner of Lot 1, Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, Hennepin County, Minnesota; thence North 84 degrees 38 minutes 27 seconds East, assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1; thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet; thence North 13 degrees 49 minutes 45 seconds East, 40.00 feet; thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described; thence South 76 degrees 10 minutes 15 seconds East 18.91 feet; thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet; thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described; thence run northwesterly to a point distant 8 feet southwesterly(measured at right angles) of a point on the east line of said Tract A, distant 330 feet northwesterly of said most easterly corner; thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet; thence run northerly to a point on the east line of said Tract A, distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above; thence run northwesterly to a point on said parallel line, distant 20.06 feet westerly of said intersection and there terminating; EDEN GARDENS CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA SUMMARY OF ORDINANCE NO. AN ORDINANCE OF THE CITY OF EDEN PRAIRIE, MINNESOTA, REMOVING CERTAIN LAND FROM ONE ZONING DISTRICT AND PLACING IT IN ANOTHER,AMENDING THE LEGAL DESCRIPTIONS OF LAND IN EACH DISTRICT,AND ADOPTING BY REFERENCE CITY CODE CHAPTER 1 AND SECTION 11.99,WHICH,AMONG OTHER THINGS, CONTAIN PENALTY PROVISIONS THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, ORDAINS: Summary: This ordinance allows rezoning of land located south of Scenic Heights Road and west of Eden Prairie Road from Rural Zoning District to R1-9.5 Zoning District. Exhibit A, included with this Ordinance, gives the full legal description of this property. Effective Date: This Ordinance shall take effect upon publication. ATTEST: Kathleen Porta, City Clerk Nancy Tyra-Lukens, Mayor PUBLISHED in the Eden Prairie News on , 2014. (A full copy of the text of this Ordinance is available from City Clerk.) Exhibit A Legal Description Before Final Plat Parcel 1: That part of Tract A described below: Tract A. That part of the Southwest Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West, Hennepin County, Minnesota, described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter; thence north along the east line thereof 914 feet; thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet, more or less, to the centerline of County Road No. 4; thence northerly along said centerline 116.3 feet; thence westerly 482.6 feet, more or less to a point 1,018.6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17; thence west along the south line thereof 274 feet; thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet; thence south along said line 1,018.6 feet to south line thereof; thence east along said south line 274 feet to point of beginning; excepting therefrom said County Road No. 4; which lies southerly of Line 1 described below: Line 1. Beginning at the northwest corner of Lot 1, Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing, along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1; thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet; thence South 76 degrees 10 minutes 15 seconds East 36.57 feet; thence South 64 degrees 51 minutes 39 seconds East 50.99 feet; thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West, Hennepin County, Minnesota; thence run northerly along the west line thereof 914.00 feet; thence deflecting right 81 degrees 37 minutes 00 seconds, 244.00 feet, more or less, to the centerline of County Road No. 4; thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter; thence westerly to a point 189.24 feet east from the west line thereof; thence southerly 146.50 feet; thence westerly 189.24 feet to the beginning, lying westerly of the westerly right of way line of County Road No. 4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1, Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, Hennepin County, Minnesota; thence North 84 degrees 38 minutes 27 seconds East, assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1; thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet; thence North 13 degrees 49 minutes 45 seconds East, 40.00 feet; thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described; thence South 76 degrees 10 minutes 15 seconds East 18.91 feet; thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet; thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; together with that part of Tract A hereinbefore described, adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A, distant 23.06 feet southerly of its intersection with said 50 foot parallel line; thence run northwesterly to a point on said parallel line, distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described, which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described; thence run northwesterly to a point distant 8 feet southwesterly(measured at right angles) of a point on the east line of said Tract A, distant 330 feet northwesterly of said most easterly corner; thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet; thence run northerly to a point on the east line of said Tract A, distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West, Hennepin County, Minnesota; thence run northerly along the west line thereof 914.00 feet; thence deflecting right 81 degrees 37 minutes 00 seconds, 244.00 feet, more or less, to the centerline of County Road No. 4; thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter; thence westerly to a point 189.24 feet east from the west line thereof; thence southerly 146.50 feet; thence westerly 189.24 feet to the beginning, lying westerly of the westerly right of way line of County Road No. 4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1. Commencing at the northwest corner of Lot 1, Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, Hennepin County, Minnesota; thence North 84 degrees 38 minutes 27 seconds East, assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1; thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet; thence North 13 degrees 49 minutes 45 seconds East, 40.00 feet; thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described; thence South 76 degrees 10 minutes 15 seconds East 18.91 feet; thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet; thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described; thence run northwesterly to a point distant 8 feet southwesterly(measured at right angles) of a point on the east line of said Tract A, distant 330 feet northwesterly of said most easterly corner; thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet; thence run northerly to a point on the east line of said Tract A, distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above; thence run northwesterly to a point on said parallel line, distant 20.06 feet westerly of said intersection and there terminating; Legal Description After Final Plat Eden Gardens, City of Eden Prairie, Hennepin County, Minnesota THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 43 DEVELOPMENT AGREEMENT EDEN GARDENS THIS DEVELOPMENT AGREEMENT ("Agreement")is entered into as of August 19, 2014, by Eden Gardens, LLC, a Minnesota limited liability company, hereinafter referred to as "Developer," its successors and assigns, and the CITY OF EDEN PRAIRIE, a municipal corporation, hereinafter referred to as "City": WITNESSETH: WHEREAS, Developer has applied to City for Guide Plan Change from Low Density Residential to Medium Density Residential on 8.39 acres, Planned Unit Development Concept Review on 8.39 acres, Planned Unit Development District Review with waivers on 8.39 acres, Zoning District Change from Rural to R1-9.5 Zoning District on 8.39 acres,and Preliminary Plat of 8.39 acres into 36 lots and 7 outlots, legally described on Exhibit A (the"Property"); NOW,THEREFORE,in consideration of the City adopting Resolution No. for Guide Plan Change,Resolution No. for Planned Unit Development Concept Review, Ordinance No. for Planned Unit Development District Review and Zoning District Change from Rural to R1-9.5 on 8.39 acres, and Resolution No. for Preliminary Plat, Developer agrees to construct, develop and maintain the Property as follows: 1. PLANS: Developer shall develop the Property in conformance with the materials revised and stamp dated April 16, 2014, reviewed and approved by the City Council on June 17, 2014, (hereinafter the "Plans") and identified on Exhibit B, subject to such changes and modifications as provided herein. 1 2. EXHIBIT C: Developer agrees to the terms, covenants, agreements, and conditions set forth in Exhibit C. 3. BASEMENT FLOOR ELEVATIONS: Developer shall obtain written approval from the Watershed District for the basement floor elevations. Provided such approvals are granted Developer may install the basement floor elevations as detailed in the Plans set forth in Exhibit B. The Developer acknowledges that the basement floor elevations on the lots listed below are lower than the City's standard practice. The Developer accepts all responsibility associated with the basement floor elevations and agrees to inform all prospective purchasers of the elevations and the difference from the City's standard practice. • Lots 1-5, Block 3; • Lots 1-5, Block 4; and • Lots 1-2, Block 5 4. DEVELOPER'S RESPONSIBILITY FOR CODE VIOLATIONS: In the event of a violation of City Code relating to use of the Land construction thereon or failure to fulfill an obligation imposed upon the Developer pursuant to this Agreement,City shall give 24 hour notice of such violation in order to allow a cure of such violation, provided however, City need not issue a building or occupancy permit for construction or occupancy on the Land while such a violation is continuing,unless waived by City. The existence of a violation of City Code or the failure to perform or fulfill an obligation required by this Agreement shall be determined solely and conclusively by the City Manager of the City or a designee. 5. DEVELOPER'S RESPONSIBILITY FOR ITS CONTRACTORS: Developer shall release,defend and indemnify City,its elected and appointed officials,employees and agents from and against any and all claims, demands, lawsuits, complaints, loss, costs (including attorneys' fees), damages and injunctions relating to any acts, failures to act, errors, omissions of Developer or Developer's consultants,contractors,subcontractors,suppliers and agents. Developer shall not be released from its responsibilities to release, defend and indemnify because of any inspection, review or approval by City. 6. GREEN FEATURES: The Developer shall install green features and community amenities as depicted on the Exhibit B plans and as described in Exhibit D attached hereto and made a part hereof. The cost of the green features identified in Exhibit D,paragraphs 3 a,b, c, d,h, i,j, 7 and 8 shall not be included in the calculation of the amount of any security required under this Agreement. 7. GRADING, DRAINAGE, AND STORMWATER POLLUTION PREVENTION PLANS: A. FINAL GRADING AND DRAINAGE PLAN: Developer agrees that the grading and drainage plan contained in the Plans is conceptual. Prior to the release of a land 2 alteration permit for the Property, Developer shall submit and obtain the City Engineer's written approval of a final grading and drainage plan for the Property. The final grading and drainage plan shall include all wetland information, including wetland boundaries,wetland buffer strips and wetland buffer monument locations;all Stormwater Facilities, such as water quality ponding areas, stormwater detention areas, and stormwater infiltration systems; and any other items required by the application for and release of a land alteration permit. All design calculations for storm water quality and quantity together with a drainage area map shall be submitted with the final grading and drainage plan. Prior to release of the grading bond, Developer shall certify to the City that the Stormwater Facilities conform to the final grading plan and that the Stormwater Facilities are functioning in accordance with the approved plans. Developer shall employ the design professional who prepared the final grading plan. The design professional shall monitor construction for conformance to the approved final grading plan and Stormwater Pollution Prevention Plan(SWPPP). The design professional shall provide a final report to the City certifying completion of the grading in conformance the approved final grading plan and SWPPP. In addition,the design professional retained by the Developer to perform the monitoring of the Project shall be responsible for all monitoring, data entry and reporting to the PermiTrack ESC web-based erosion and sediment permit tracking program utilized by the City. B. STORMWATER FACILITY CONSTRUCTION: Stormwater Facilities, including detention basins,retention basins,"Stormwater Infiltration"or"Filtration Systems"(such as rainwater gardens,vegetated swales,infiltration basins,vegetated filters, filter strips, curbless parking lot islands, parking lot islands with curb-cuts, traffic islands, tree box filters, bioretention systems or infiltration trenches) or "Underground Systems" (such as media filters, underground sand filters, underground vaults,sedimentation chambers,underground infiltration systems,pre- manufactured pipes, modular structures or hydrodynamic separators) shall be maintained by the Developer during construction and for a minimum of two(2) full growing seasons after completion of the development to ensure that soil compaction, erosion, clogging, vegetation loss, channelization of flow or accumulation of sediment are not occurring,and thereafter by the Owner of the Property.Planting and Maintenance Plans for the Stormwater Facilities (where appropriate)to ensure that the Stormwater Facilities continue to function as designed in perpetuity must be submitted prior to release of the first building permit for the Development Developer shall employ the design professional who prepared the final grading plan to monitor construction of the Stormwater Facilities for conformance to the Minnesota Pollution Control Agency publication entitled"State of Minnesota Storm Water Manual" dated November 2005, the approved final grading plan and the requirements listed herein. All inspections of underground systems shall be performed by personnel that have approved OSHA confined space training. 3 Maintenance techniques must be used during construction to protect the infiltration capacity of all Stormwater Infiltration Systems by limiting soil compaction to the greatest extent possible. This must include delineation of the proposed infiltration system with erosion control fencing prior to construction; installation of the infiltration system using low-impact earth moving equipment; and not allowing equipment,vehicles, supplies or other materials to be stored or allowed in the areas designated for stormwater infiltration during construction. In areas of structural infiltration Developer shall prior to construction of the infiltration system provide a plan that addresses: (i) construction management practices to assure the infiltration system will be functional; (ii), erosion control measures; (iii) infiltration capacity; (iv) performance specifications that the completed infiltration system must meet to be considered functional by City and(v) corrective actions that will be taken if the infiltration system does not meet the performance specification. All Stormwater Infiltration Systems must be inspected prior to final grading to ensure that the area is infiltrating as proposed and to determine if corrective measures are required to allow infiltration as proposed. Field verification of post-construction infiltration rates must be provided to the City within 30 days after the first rainfall event of inch or greater after the Stormwater Infiltration Systems become operational. If infiltration rates are reduced a plan to restore adequate infiltration must be provided within 90-days of the field verification test. The work required to bring the Stormwater Infiltration System back into compliance be implemented within 60 days of City approval of the plan. Pervious surfaces shall be stabilized with seed and mulch or sod and all impervious surfaces must be completed prior to final grading and planting of the Stormwater Infiltration Systems. Stormwater Infiltration Systems that are constructed under a building shall be designed for maintenance access and installed in conformance with the standards outlined in The Minnesota Stormwater Manual (November 2005) and/or the Plans. The System shall be kept off-line until construction is complete. Field verification of post-construction infiltration rates must be provided to the City within 30 days after the first rainfall event of one-half inch or greater following the Storm Water Infiltration Systems becoming operational. If the infiltration rates are reduced by construction,a plan to restore adequate infiltration must be provided within 90-days of the field test C. STORMWATER FACILITY INSPECTION AND MAINTENANCE: A Stormwater Maintenance Plan must be provided for operation and maintenance of all Stormwater Facilities to ensure they continue to function as designed in perpetuity prior to issuance of the Land Alteration Permit. The Stormwater Maintenance Plan 4 must identify and protect the design, capacity and functionality of all Stormwater Facilities. The Maintenance Plan must contain at a minimum: the party(s) responsible for maintenance; access plans; inspection frequency; methods used for field verification of infiltration for Stormwater Infiltration Systems;routine and non- routine inspection procedures; sweeping frequency for all parking and road surfaces; plans for restoration of reduced infiltration for Stormwater Infiltration Systems;and plans for replacement of failed systems,all pursuant to and in accordance with Eden Prairie City Code Section 11.55, Subd. 8. During construction and for two years following completion of construction, all Stormwater Facilities shall be inspected at a minimum of once annually to determine if the Stormwater Facility(s) is treating stormwater as designed and should occur within 72-hours after a rainfall event of one-inch or greater to verify infiltration. All Stormwater Facilities shall be kept free of debris,litter,invasive plants and sediment. Erosion impairing the function or integrity of the Stormwater Facilities,if any,must be corrected and any structural damage impairing or threatening to impair the function of the Stormwater Facilities must be repaired. The following criteria must be included in the inspection: • A storage treatment basin(including retention and detention basins)shall be considered inadequate if sediment has decreased the wet storage volume by 50 percent or dry storage volume by 25 percent of its original design volume. • A Stormwater Infiltration System shall be considered inadequate if sediment has accumulated that impairs or has the potential to impair infiltration of stormwater. • An underground storage chamber shall be considered inadequate if sediment has decreased the storage volume by 50 percent of its original design volume. Based on this inspection,if a Stormwater Facility requires cleanout,the Stormwater Facility shall be restored to its original design and/or the infiltration capacity of the underlying soils must be restored and any surface disturbance must be stabilized within one year of the inspection date. Sediment, debris, litter or vegetation removal in Stormwater Infiltration Systems shall be by hand or with a flat-bottomed shovel or rake during dry periods. Only enough sediment shall be removed as needed to restore hydraulic capacity,leaving as much of the vegetation in place as possible. Any damaged turf or vegetation shall be reseeded or replaced. After the two year period of maintenance,the Owner of the Property shall continue to be responsible for maintenance of the Stormwater Facilities. This shall include inspections at a minimum of once per every five years. Regular maintenance shall be conducted and must include regular sweeping of private streets,parking lots or drive 5 aisles at a minimum of once per year; debris and litter removal;removal of noxious and invasive plants;removal of dead and diseased plants; maintenance of approved vegetation; re-mulching of void areas; replanting or reseeding areas where dead or diseased plants were removed;and removal of sediment build-up. Sediment build-up in above-ground Stormwater Infiltration or Filtration Systems shall be removed by hand. Areas above Underground Systems shall be kept free of structures that would limit access to the System for inspections, maintenance or replacement. D. STORMWATER POLLUTION PREVENTION PLAN (SWPPP): Prior to issuance of a land alteration permit,Developer shall submit to the City Engineer and obtain City Engineer's written approval of Stormwater Pollution Prevention Plan (SWPPP) for the Property. The SWPPP shall include all boundary erosion control features, temporary stockpile locations, turf restoration procedures, concrete truck washout areas and any other best management practices to be utilized within the Project. Prior to release of the grading bond, Developer shall complete implementation of the approved SWPPP. 8. HOUSING PROJECT AGREEMENT: The Developer shall adhere to the requirements provided in the Housing Project Agreement attached hereto as Exhibit F. 9. INTERIOR NOISE MITIGATION PLAN: The City commissioned a noise study for the project area. Based on the results of the study,prior to issuance of each residential building permit for the lots listed below, Developer shall submit to the City Building Official, and obtain the City Building Official's written approval of plans that establish that each residence is designed to ensure that the 30 dBA attenuation can be met to ensure compliance with Minnesota Noise Standards. The site shall also comply with the HUD Site Acceptability Standards. 1. Lot 1, Block 1; 2. Lots 1-5, Block 2; 3. Lots 1-5, Block 3; 4. Lots 5 and 6, Block 4. 10. MAINTENANCE AGREEMENTS: The Developer shall enter into agreement(s)with the City,in form and substance approved by the City,regarding on-street parking maintenance, snow removal,ice control,ownership and maintenance of sidewalks within right-of-way,and infiltration area maintenance. These documents shall be recorded with the final plat. 11. PARK DEDICATION: The park dedication fee for the lots to be sold at market value shall be paid at the City's standard rate and as set forth in Exhibit C. The park dedication fee the lots sold as moderate income units shall be paid as set forth in the Housing Project Agreement. 12. PUD WAIVERS GRANTED: The City hereby grants the waivers set forth in the Waiver Matrix, attached hereto and incorporated herein as Exhibit G, to the following City Code requirements within the R1-9.5 District through the Planned Unit Development District 6 Review for the Property and incorporates said waivers as part of PUD. The City Code requires: 1. Minimum lot size of 9,500 sq. ft. for all lots. 2. Maximum gross density of 3.5 units per acre to 4.3 units/acre. 3. Minimum lot width of 70 feet for all lots. 4. Minimum lot width at right-of-way of 70 feet for all lots. 5. Lot frontage on public right of way for 18 lots. a. Lots 1 -5, Block 3 b. Lots 1- 10, Block 4 c. Lots 7—9, Block 5 6. Front setback of 30 feet for all lots. 7. Side yard setbacks of 15 feet total; with minimum 5 feet on garage side for all lots. Maximum garage coverage of 7.5% on the lot for 23 lots. a. Lots 1-5, Block 2; b. Lots 1-5, Block 3; c. Lots 1-10, Block 4; d. Lots 12-14, Block 5 13. RETAINING WALLS: Prior to issuance by the City of any permit for grading or construction on the Property, Developer shall submit to the Chief Building Official, and obtain the Chief Building Official's written approval of detailed plans for the retaining walls identified on the grading plan in the Plans. These plans shall include details with respect to the height,type of materials,and method of construction to be used for the retaining walls. Developer shall complete implementation of the approved retaining wall plan in accordance with the terms and conditions of Exhibit C, attached hereto, prior to issuance of any occupancy permit for the Property. All maintenance and repair of all retaining walls on the Property shall be the responsibility of the Developer. 14. SIDEWALK AND TRAIL CONSTRUCTION: Prior to issuance by City of any building permit on the Property, Developer shall submit to the City Engineer and obtain the City Engineer's written approval of detailed plans for sidewalks and trails to be constructed on the Property. Prior to release of any portion of the final plat,Developer shall convey to the city easements for such sidewalks and trails in such locations as determined by the City Engineer. Sidewalks and trails shall be conveyed and/or constructed in the following locations: A. Public Sidewalks. The sidewalk along the outer perimeter of Street 1 and the sidewalk along the north side of Street 2 are located in the right of way ("Public Sidewalk"). The Developer shall construct the Public Sidewalk as a five-foot wide concrete sidewalk to be located as depicted in the Plans. The Public Sidewalk shall 7 be publicly owned and maintained. B. Publicly Owned Privately Maintained Sidewalk. The sidewalk along the inner loop of Street 1 is located in the right of way but will be the responsibility of the Developer to maintain ("Publicly Owned Privately Maintained Sidewalk"). Developer shall construct the Publicly Owned Privately Maintained Sidewalk as a five-foot wide concrete sidewalk to be located as depicted in the Plans. The Developer shall enter into an agreement with the City, in form and substance acceptable to the City, regarding the use and maintenance of the Publicly Owned Privately Maintained Sidewalk. C. Private Sidewalks. The sidewalks providing access to Blocks 3 and 4 are located on private property ("Private Sidewalk"). Developer shall construct the Private Sidewalk as a five-foot wide concrete sidewalk to be located as depicted in the Plans. The Private sidewalk shall be privately owned and maintained by the Developer. Developer shall convey an easement to the public for use of the Private Sidewalks. D. Trail Easement. Developer shall convey to the County a trail easement on the east side of the Property as depicted in the Plans for possible future trail construction. After approval by the City, Developer shall file the easements with the Hennepin County Recorder/Registrar of Title as appropriate immediately after the recording of the final plat and prior to recording of any document affecting the property including but not limited to any mortgage granted by the Developer or owners, their successors and/or assigns. Prior to the issuance of the first building permit for the Property,Developer shall submit to the City Engineer proof that the easements have been recorded in the Hennepin County Recorder's Office/Registrar of Titles' Office in accordance with the requirements of this paragraph. Developer shall complete implementation of the approved plans in accordance with the terms of Exhibit C prior to issuance of any occupancy permit for the Property. Bonding in accordance with City Code shall be required for sidewalk construction. 15. SPECIAL ASSESSMENT AGREEMENT: Prior to the release of the final plat for the Property,an assessment agreement,in the form and substance as attached in Exhibit E,shall be signed by the owner(s) of the Property with the City for trunk sewer and water assessments on an assessable area of 8.39 acres in the amount of$60,943.10. 16. STOP SIGN: Upon issuance of the land alteration permit, a 3 way stop sign shall be installed at the intersection of Thatcher Road and Stanley Trail. 17. STREET AND UTILITY PLANS: Prior to issuance by the City of any permit for the construction of streets and utilities for the Property, Developer shall submit to the City Engineer,and obtain the City Engineer's written approval of plans for public streets,sanitary 8 sewer, water and storm sewer. Plans for public infrastructures shall be of a plan view and profile on 24 x 36 or 22 x 34 plan sheets consistent with City standards. Prior to release of the Final Plat for the Property, Developer shall furnish to the City Engineer and receive the City Engineer's written approval of a surety equal to 125%of the cost of said improvements. A permit fee of five percent of construction value shall be paid to City by Developer. The Developer shall also be responsible to provide security in the amount of 25%of the cost of public infrastructure upon completion and acceptance of the public infrastructure to serve as a warranty for a period of two years upon acceptance of said public infrastructure by the City. A permit fee of five percent of construction value of the public infrastructure shall be paid to City by Developer prior to the release of the Final Plat. The design engineer shall provide daily inspection,certify completion in conformance to approved plans and specifications and provide record drawings. 18. TREE LOSS - TREE REPLACEMENT: There are 419 diameter inches of significant trees on the Property. Tree loss related to development on the Property is calculated at 419 diameter inches. Tree replacement required are 557 caliper inches. Prior to the issuance of any grading permit for the Property,Developer shall submit to the City Forester and receive the City Forester's written approval of a tree replacement plan for 557 caliper inches. This approved plan shall include replacement trees of a 3-inch diameter minimum size for a shade tree and a 7-foot minimum height for conifer trees. The approved plan shall also provide that, should actual tree loss exceed that calculated herein, Developer shall provide tree replacement on a caliper inch per caliper inch basis for such excess loss. Prior to issuance of any grading permit for the Property,Developer shall furnish to the City Planner and receive the City Planner's approval of a tree replacement bond equal to 150%of the cost of said improvements as required by City Code. Developer shall complete implementation of the approved tree replacement plan prior to occupancy permit issuance. All landscaping or trees planted within the trail easement adjacent to Eden Prairie Road that are removed as part of any future trail relocation and/or improvement project will not be replaced nor will compensation be provided. The Homeowners Association Declarations shall include a statement to this effect. No trees shall be planted over public sanitary sewer, water, or storm water pipes. 19. HOMEOWNER ASSOCIATION. Obligations of the Developer and/or home owners may be assigned to a duly established Home Owner Association;provided,however,if the Home Owner Association ever ceases to operate,fails to fulfil such obligations,or is dissolved,all owners of the Property shall be jointly and severally responsible for all such obligations. 20. HOMEOWNER ASSOCIATION DECLARATIONS. Prior to release of the final plat, 9 Developer shall submit to the City Attorney for approval, a copy of proposed Declarations complying with requirements of this Agreement. After approval by the City Attorney the Developer shall file the Declarations with the Hennepin County Recorder's/Registrar of Titles' Office after the Plat and submit evidence of filing to the City Planner. The Declarations shall include a provision that all amendments to the Declarations are subject to City approval. No building permit shall be issued until evidence of filing the Declarations has been provided to the City Planner. 10 IN WITNESS WHEREOF,the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. CITY OF EDEN PRAIRIE By Nancy Tyra-Lukens Its Mayor By Rick Getschow Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 19th day of August, 2014, 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 11 EDEN GARDENS, LLC By Date: Matthew Hanish Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, Matthew Hanish, the Vice President, of Eden Gardens, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 12 EXHIBIT A DEVELOPMENT AGREEMENT-EDEN GARDENS Parcel 1: That part of Tract A described below: Tract A.That part of the Southwest Quarter of the Southeast Quarter of Section 17,Township 116 North,Range 22 West,Hennepin County,Minnesota,described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter;thence north along the east line thereof 914 feet;thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet,more or less,to the centerline of County Road No.4;thence northerly along said centerline 116.3 feet;thence westerly 482.6 feet, more or less to a point 1,018.6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17;thence west along the south line thereof 274 feet;thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet;thence south along said line 1,018.6 feet to south line thereof;thence east along said south line 274 feet to point of beginning;excepting therefrom said County Road No. 4; which lies southerly of Line 1 described below: Line 1. Beginning at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing,along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence South 76 degrees 10 minutes 15 seconds East 36.57 feet;thence South 64 degrees 51 minutes 39 seconds East 50.99 feet;thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; 13 together with that part of Tract A hereinbefore described,adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A,distant 23.06 feet southerly of its intersection with said 50 foot parallel line;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described,which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North,Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; 14 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots 1-10, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 15 EXHIBIT B DEVELOPMENT AGREEMENT—EDEN GARDENS Existing Conditions dated 4.11.14 by Westwood Professional Services, Inc. Preliminary Plat dated 4/11/14 by Westwood Professional Services, Inc. Preliminary Grading, Drainage, & Erosion Control Plan dated 4/11/14 by Westwood Professional Services, Inc. Preliminary Utility Plan dated 4/11/14 by Westwood Professional Services, Inc. Street Profiles dated 4/11/14 by Westwood Professional Services, Inc. Details dated 4/11/14 by Westwood Professional Services, Inc. Preliminary Landscape Plan-Tree Preservation dated 4/11/14 by Westwood Professional Services, Inc. Building Elevation Drawings dated 8/6/13 by Whitten Associates, Inc. Building Elevation Drawing dated 8/18/14 by Whitten Associates, Inc. 16 EXHIBIT C DEVELOPMENT AGREEMENT—EDEN GARDENS I. Prior to release of any building permit, Developer shall submit to the City Engineer for approval two copies of a development plan(1"=100'scale) showing existing and proposed contours,proposed streets,and lot arrangements and size,minimum floor elevations on each lot,preliminary alignment and grades for sanitary sewer,water main,and storm sewer, 100- year flood plain contours, ponding areas, tributary areas to catch basins, arrows showing direction of storm water flow on all lots,location of walks,trails,and any property deeded to the City. II. Developer shall submit detailed construction and storm sewer plans to the Watershed District for review and approval. Developer shall follow all rules and recommendations of said Watershed District. III. Developer shall pay cash park fees as to all of the Property required by City Code in effect as of the date of the issuance of each building permit for construction on the Property. IV. If Developer fails to proceed in accordance with this Agreement within twenty-four (24) months of the date hereof, Developer, for itself, its successors, and assigns, shall not oppose the City's reconsideration and rescission of any Rezoning, Site Plan review and/or Guide Plan review approved in connection with this Agreement,thus restoring the status of the Property before the Development Agreement and all approvals listed above were approved. V. Provisions of this Agreement shall be binding upon and enforceable against the Property and the Owners, their successors and assigns of the Property. VI. The Developer hereby irrevocably nominates, constitutes, and appoints and designates the City as its attorney-in-fact for the sole purpose and right to amend Exhibit A hereto to identify the legal description of the Property after platting thereof VII. Developer represents that it has marketable fee title to the Property, except: INSERT ANY NAME/COMPANY LISTED IN ANY OWNER'S SUPPLEMENT TO THE DEVELOPER'S AGREEMENT) With respect to any interest in all portions of the Property which Developer is required, pursuant to this Agreement, to dedicate or convey to the City (the "Dedicated Property"), Developer represents and warrants as follows now and at the time of dedication or conveyance: A. That Developer has marketable fee title free and clear of all mortgages, liens, and other encumbrances. Prior to final plat approval,Developer shall provide to the City 17 a current title insurance policy insuring such a condition of title. B. That Developer has not used, employed, deposited, stored, disposed of, placed or otherwise allowed to come in or on the Dedicated Property,any hazardous substance, hazardous waste, pollutant, or contaminant, including, but not limited to, those defined in or pursuant to 42 U.S.C. § 9601,et. seq.,or Minn. Stat., Sec. 115B.01,et. seq. (such substances, wastes, pollutants, and contaminants hereafter referred to as "Hazardous Substances"); C. That Developer has not allowed any other person to use, employ, deposit, store, dispose of,place or otherwise have,in or on the Property,any Hazardous Substances. D. That no previous owner, operator or possessor of the Property deposited, stored, disposed of, placed or otherwise allowed in or on the Property any hazardous substances. Developer agrees to indemnify, defend and hold harmless City, its successors and assigns, against any and all loss,costs,damage and expense,including reasonable attorneys fees and costs that the City incurs because of the breach of any of the above representations or warranties and/or resulting from or due to the release or threatened release of Hazardous Substances which were, or are claimed or alleged to have been,used, employed, deposited, stored, disposed of, placed, or otherwise located or allowed to be located, in or on the Dedicated Property by Developer, its employees, agents, contractors or representatives. VIII. Developer acknowledges that Developer is familiar with the requirements of Chapter 11, Zoning,and Chapter 12, Subdivision Regulations,of the City Code and other applicable City ordinances affecting the development of the Property. Developer agrees to develop the Property in accordance with the requirements of all applicable City Code requirements and City Ordinances. IX. Prior to release of the final plat,Developer shall pay to City fees for the first three(3)years' street lighting on the public streets adjacent to the Property(including installation costs, if any, as determined by electrical power provider), engineering review, and street signs. X. Developer shall submit detailed water main, fire protection, and emergency vehicle access plans to the Fire Marshal for review and approval. Developer shall follow all the recommendations of the Fire Marshal. XI. Developer acknowledges that the rights of City performance of obligations of Developer contemplated in this agreement are special, unique, and of an extraordinary character, and that, in the event that Developer violates, or fails, or refuses to perform any covenant, condition, or provision made herein, City may be without an adequate remedy at law. Developer agrees,therefore,that in the event Developer violates,fails,or refuses to perform any covenant, condition, or provision made herein, City may, at its option, institute and prosecute an action to specifically enforce such covenant, withhold building permits or 18 rescind or revoke any approvals granted by the City. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of anyone or more remedies shall not constitute a waiver of any other remedy. XII. Developer shall,prior to the commencement of any improvements,provide written notice to Comcast of the development contemplated by this Development Agreement. Notice shall be sent to Comcast Cable, 9705 Data Park, Minnetonka, Minnesota 55343. XIII. Prior to building permit issuance,all fees associated with the building permit shall be paid to the Inspections Department,including;Building permit fee,plan check fee,State surcharge, metro system access charge(SAC),City SAC and City water access charge(WAC),and park dedication. Contact Metropolitan Waste Control to determine the number of SAC units. XIV. Prior to building permit issuance, except as otherwise authorized in the approved Plans, existing structures, wells and septic systems (if present) shall be properly abandoned or removed as required by City ordinance and all permits obtained through the Inspections Department. XV. Prior to building permit issuance,provide two copies of an approved survey or site plan(1"= 200 scale)showing proposed building location and all proposed streets,with approved street names, lot arrangements and property lines. XVI. The City shall not issue any building permit for the construction of any building,structure,or improvement on the Property until all requirements listed in this Exhibit C have been satisfactorily addressed by Developer. XVII. No failure of the City to comply with any term,condition,covenant or agreement herein shall subject the City to liability for any claim for damages, costs or other financial or pecuniary charges. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general fund or taxing powers of the City. XVIII. Prior to issuance of the first building permit for the Property, Developer shall permanently demarcate the location of the boundary of the conservation easement on each lot property line or corner with permanent four-foot tall posts. A 2 '/2 by 6 inch sign or decal reading "Scenic/Conservation Easement Boundary,City of Eden Prairie",will be affixed to the top of the post. XIX. Within 10 days of the approval of the Development Agreement,the Developer shall record the Development Agreement at the County Recorder and/or Registrar of Titles. The final plat shall not be released until proof of filing of the Development Agreement is submitted to the City. XX. The City is hereby granted the option, but not the obligation, to complete or cause completion in whole or part of all of the Developer's obligations under this Agreement for 19 which a bond, letter of credit, cash deposit or other security(hereinafter referred to as the "Security")is required if the Developer defaults with respect to any term or condition in this Agreement for which Security is required and fails to cure such default(s) within ten (10) days after receipt of written notice thereof from the City;provided however if the nature of the cure is such that it is not possible to complete the cure within ten (10) days, it shall be sufficient if the Developer has initiated and is diligently pursuing such cure. The Developer acknowledges that the City does not assume any obligations or duties of the Developer with respect to any such contract agreements unless the City shall agree in writing to do so. The City may draw down on or make a claim against the Security,as appropriate,upon five (5)business days notice to the Developer,for any violation of the terms of this Agreement or if the Security is allowed to lapse prior to the end of the required term. If the obligations for which Security is required are not completed at least thirty(30)days prior to the expiration of the Security and if the Security has not then been renewed,replaced or otherwise extended beyond the expiration date, the City may also draw down or make a claim against the Security as appropriate. If the Security is drawn down on or a claim is made against the Security, the proceeds shall be used to cure the default(s) and to reimburse the City for all costs and expenses, including attorneys' fee, incurred by the City in enforcing this Agreement. XXI. The Developer hereby grants the City, it's agents, employees, officers and contractors a license to enter the Property to perform all work and inspections deemed appropriate by the City in conjunction with this Agreement. XXII. This Agreement is a contract agreement between the City and the Developer. No provision of this Agreement inures to the benefit of any third person,including the public at large,so as to constitute any such person as a third-party beneficiary of the Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action for any person not a party hereto. 20 EXHIBIT D Green Features and Sustainable Neighborhood Items 1. Green Path advanced certified homes: efficient windows,insulation improvements,high efficiency HVAC systems,high efficiency appliances and efficient lighting systems,etc. Eden Gardens will be the first development wide effort,in the state,to build all homes to Green Path Advanced Certification. 2. Homes: a. Build all homes to be `solar ready',allowing residents an easy retrofit for solar panels. b. Rough in electric,in garages,required for electric car chargers. c. Offer sun tunnels as an option. d. The model home will have a solar feature installed to display the possible solar options for future residents. The solar feature will consist of either a solar PV panel(electricity)or a solar hot water panel system to heat the homes water. Solar options will be available on all homes. e. Use of low VOC paints and insulation with a minimum of 20%recycled content on all units. On all market rate units,use of finger-jointed lumber for a minimum of 1/3 of the home's dimensional lumber. 3. Construction: All construction waste must be sorted and recycled as appropriate. 4. Low impact Site development strategies a. Reduce impervious surfaces;narrower street sections,in accordance with the final approved PUD and plat plans b. Reduce stormwater runoff and manage via rain gardens and bio-swales,in accordance with the final approved PUD and plat plans.Keep all stormwater mgmt on site;not utilizing MnDOT pond or other regional ponding. c. Reduce storm sewer piping and ponding,in accordance with the final approved PUD and plat plans. d. Shade streets to minimize the heat island effect in accordance with the final approved PUD and plat plans. e. Compact Development decreases urban sprawl. f. Use of eco-lawns(no-mow)in central green space,landscaped outlots and for all lawn areas of all home lots;eliminating dependency on irrigation and minimizing need for mowing. g. Utilization of native landscaping in accordance with City's native plant ordinance throughout development and no plantings that contain neonicotanoids.Drought tolerant plantings will require no irrigation;as well as low maintenance needs and costs to the HOA. h. Reduce impervious surfaces through eliminating some alleyways in accordance with the final approved PUD and plat plans. i. Increase the amount of pervious surfaces.Install pervious surface sidewalks from the driveway to the front door of the model home and provide this as an option on all other units. j. Permeable Pavers—install permeable pavers at sidewalk to park shelter to decrease impervious surfaces and allow for groundwater recharge. 5. Site Lighting: a. Install high efficiency LED street lights;limiting light pollution,lowering maintenance and operational costs for the City. b. Install solar pathway lighting;eliminating the operational costs to the HOA and eliminating infrastructure required in standard practices(trenching for conduits/piping). 6. Site furnishings: install park furniture made of recycled plastics,(ie picnic tables). 7. Community Garden plots:Promotes local food growth and community gathering space. 21 8. Walkable Streets: minimal distance between the sidewalk and most buildings,sidewalks along 100%of street length,elevated ground floors,low design speeds for most streets,minimal driveway crossings along sidewalks. 9. Neighborhood Connections: connections to existing bike/walking trails and neighborhood sidewalks. Also,no cul-de-sacs are encouraged. 10. Community participation:multiple forms of community feedback to guide the project through design,in accordance with the final approved PUD and plat plans. 11. Solar and Green Roofs: Install green roofs on the garden shed and park shelter;install solar panels on the park shelter roof which can be used to power the bollards or other features in the common area.Excess electricity can be sold back to Xcel Energy and the proceeds from the sale can be used to offset Home Owners Association(HOA)costs. 12. Rain Barrels: Install at the park shelter and garden shed to capture excess rainwater and utilize in the garden plots. 13. Tot Lot—provide community gathering space for children 14. Site Signage:Install educational and interactive signage throughout public spaces of the development to inform residents,and community members,of the green strategies used.For example,create a sign by the rain garden that educates the importance and functions of these site features. We will work in partnership with the City,as they continue to educate residents of the importance of water resources,etc. 15. The developer shall provide as an option to potential buyers a floor plan providing single level living design. 16. Increase Green site features/benefits by increasing on-site storm water infiltration by the addition of bioswales and increased rain garden area,in accordance with the final approved PUD and plat plans. 22 AGREEMENT REGARDING SPECIAL ASSESSMENTS THIS IS AN AGREEMENT MADE THIS 19th day of August, 2014, between the City of Eden Prairie, a municipal corporation, (the "City") and Eden Gardens, LLC, a Minnesota limited liability company(the "Owner"). A. The Owner holds legal and equitable title to property legally described on Exhibit "A"attached hereto,Hennepin County, Minnesota,which property is the subject of this Agreement and is hereinafter referred to as the "Property". B. The Owner desires to develop the Property in such a manner that relies upon the City's trunk utility system, including trunk sanitary sewers, trunk watermains, wells, elevated storage facilities and a water treatment plant (all of which is hereafter referred to as the "Improvement"). C. The parties hereto desire to enter into an Agreement concerning the financing of the construction of the Improvements all of which will inure to the benefit of the Property. AGREEMENTS IT IS HEREBY AGREED as follows: 1. The Owner consents to the levying of assessments against the Property in the amount of$60,923.10 for the Improvements. 2. The City's assessment records for the Property will show the assessments as a "pending assessment"until levied. 3. The Owner waives notice of any assessment hearing to be held at which hearing or hearings the assessment is to be considered by the City Council and thereafter approved and levied. 4. The Owner concurs that the benefit to the Property by virtue of the Improvements to be constructed exceeds the amount of the assessment to be levied against the Property. The Owner waives all rights it has by virtue of Minnesota Statute 429.081 or otherwise to challenge the amount or validity of the assessments, or the procedures used by the City in apportioning the assessments and hereby releases the City, its officers, agents and employees from any and all liability related to or arising out of the imposition or levying of the assessments. 5. This Agreement shall be effective immediately. 3836082v1 6. This Agreement may not be terminated or amended except in writing executed by both parties hereto,provided however upon the levying of the special assessments contemplated by Paragraph 1 hereof the City may upon request of the owner of the property affected, without the necessity of further City Council approval, unilaterally prepare and provide to the owner for recording a document releasing any property so levied from this Agreement. 7. This Agreement constitutes a lien on the Property in the amount of$60,943.10 until such time as the assessments referred to above are levied. [signature pages to follows] CITY OF EDEN PRAIRIE a Minnesota Municipal Corporation By: Nancy Tyra-Lukens Its Mayor By: Rick Getschow, Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, by Nancy Tyra-Lukens, the Mayor, and Rick Getschow, the City Manager, of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of the corporation. Notary Public EDEN GARDENS,LLC a Minnesota limited liability company By: Mathew Hanish Its Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, by Mathew Hanish the Vice President of Eden Gardens, LLC, a Minnesota limited liability company on behalf of the limited liability company. Notary Public EXIIIBIT"A" PROPERTY DESCRIPTION That certain real property that is situated in the County of Hennepin, State of Minnesota, and that is described as follows: Parcel 1: That part of Tract A described below: Tract A. That part of the Southwest Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West, Hennepin County, Minnesota, described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter; thence north along the east line thereof 914 feet; thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet, more or less, to the centerline of County Road No. 4; thence northerly along said centerline 116.3 feet; thence westerly 482.6 feet,more or less to a point 1,018.6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17; thence west along the south line thereof 274 feet; thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet; thence south along said line 1,018.6 feet to south line thereof; thence east along said south line 274 feet to point of beginning; excepting therefrom said County Road No. 4; which lies southerly of Line 1 described below: Line 1. Beginning at the northwest corner of Lot 1, Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,thence North 84 degrees 38 minutes 27 seconds East, assumed bearing, along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1; thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence South 76 degrees 10 minutes 15 seconds East 36.57 feet; thence South 64 degrees 51 minutes 39 seconds East 50.99 feet; thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West, Hennepin County, Minnesota; thence run northerly along the west line thereof 914.00 feet; thence deflecting right 81 degrees 37 minutes 00 seconds, 244.00 feet, more or less, to the centerline of County Road No. 4; thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter; thence westerly to a point 189.24 feet east from the west line thereof; thence southerly 146.50 feet; thence westerly 189.24 feet to the beginning, lying westerly of the westerly right of way line of County Road No. 4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, Hennepin County, Minnesota; thence North 84 degrees 38 minutes 27 seconds East, assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1; thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet; thence North 13 degrees 49 minutes 45 seconds East, 40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described; thence South 76 degrees 10 minutes 15 seconds East 18.91 feet; thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet; thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; together with that part of Tract A hereinbefore described, adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A, distant 23.06 feet southerly of its intersection with said 50 foot parallel line; thence run northwesterly to a point on said parallel line, distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described,which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described; thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles) of a point on the east line of said Tract A, distant 330 feet northwesterly of said most easterly corner; thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet; thence run northerly to a point on the east line of said Tract A, distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West, Hennepin County, Minnesota; thence run northerly along the west line thereof 914.00 feet; thence deflecting right 81 degrees 37 minutes 00 seconds, 244.00 feet, more or less, to the centerline of County Road No. 4; thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter; thence westerly to a point 189.24 feet east from the west line thereof; thence southerly 146.50 feet; thence westerly 189.24 feet to the beginning, lying westerly of the westerly right of way line of County Road No.4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1. Commencing at the northwest corner of Lot 1, Block 2, FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, Hennepin County, Minnesota; thence North 84 degrees 38 minutes 27 seconds East, assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1; thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet; thence North 13 degrees 49 minutes 45 seconds East, 40.00 feet; thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described; thence South 76 degrees 10 minutes 15 seconds East 18.91 feet; thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet; thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described; thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles) of a point on the east line of said Tract A, distant 330 feet northwesterly of said most easterly corner; thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet; thence run northerly to a point on the east line of said Tract A, distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above; thence run northwesterly to a point on said parallel line, distant 20.06 feet westerly of said intersection and there terminating; EXHIBIT F DEVELOPMENT AGREEMENT—EDEN GARDENS HOUSING PROJECT AGREEMENT THIS AGREEMENT,made as of the 19th day of August,2014,by and between the Housing Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and the laws of the State of Minnesota (the "HRA") and Eden Gardens, LLC, a Minnesota limited liability company (the "Developer"), WITNESSETH: WHEREAS, pursuant to Minn. Stat. 469.017, the HRA has the authority to complete a housing development project; WHEREAS,the HRA adopted H.R.A.Resolution No.2014-01 at a duly noticed meeting on August 19, 2014. In H.R.A. Resolution No. 2014-01 the HRA found that there is a shortage of decent, safe,and sanitary housing for persons of moderate income and their families in the City and determined to carry out a housing development project to partially alleviate the shortage (the "Project"); WHEREAS,the property on which the Project will be constructed is located at the southwest corner of Eden Prairie Road and Scenic Heights Road as illustrated on attached Exhibit A("Project Area") and is legally described on attached Exhibit B. WHEREAS, the goals for the Project are to increase environmental sustainability/energy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green"measures with 20 of the housing units to be sold to people with moderate incomes as defined below; WHEREAS,in order to ensure that the housing development project partially alleviates the shortage of moderate income housing, the HRA in H.R.A. Resolution No. 2014-01 established moderate income and affordability limits for the Project; WHEREAS, based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing,the HRA has determined that 16 of the housing units in the Project may be sold at market rates. The market rate housing units shall be located on Lot 1,Block 1 and Lots 1-15,Block 5,Eden Gardens. The remaining 20 housing units(collectively the"Moderate Income Units")must be sold to people with incomes that fall within the range of the "Moderate Income Limits" (as 27 defined below in Paragraph 1.B hereof) and at prices that fall within the range of"Affordable Housing Prices"(as defined below in Paragraph 1.0 hereof),that are applicable at the time of such sale. The Moderate Income Units shall be located on Lots 1-5,Block 2,Lots 1-5,Block 3,and Lots 1-10, Block 4, Eden Gardens; and WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-02 at a duly noticed public hearing on August 19,2014. In H.R.A.Resolution No.2014-02 the HRA approved the purchase and sale of the Project Area; set the estimated market value of the Project Area; and selected Developer to complete the Project subject to the condition that Developer and HRA enter into this Housing Project Agreement. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1. Housing Criteria. The Project shall consist of 36 single family units. Twenty units shall be Moderate Income Units. The remaining 16 units may be sold at market rates. The size of the 20 Moderate Income Units shall range between 1600 and 2200 square feet above grade and the 16 market rate units shall range between 1600 and 2600 square feet above grade. Floor plans available for potential buyers shall include a one-level living floor plan option. The 20 Moderate Income Units shall be priced and sold based on the following calculations: A. Project Feasibility. Based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, 16 of the housing units in the Project may be sold at market rates. The market rate units shall be built on Blocks 1 and 5 as shown on the Preliminary Plat of Eden Gardens. The 20 Moderate Income Units must be sold: (i)to people who qualify under the Moderate Income Limits set forth below in B; and(ii) at the Affordable Housing Prices set forth below in C. B. Moderate Income Limits. The U.S.Department of Housing and Urban Development annually determines the area median income for Hennepin County("Area Median Income"). The Area Median Income is published annually in December for use in the following year. The HRA hereby determines that the moderate income limits for the Project (the "Moderate Income Limits") shall be 80% to 120% of the Area Median Income. (For example, the Area Median Income for Hennepin County published in December 2013 for use in the year 2014 was $82,900. The moderate income limits for all Moderate Income Units sold in 2014 is $66,320 to $99,480.) C. Affordable Housing Prices. Based upon the Area Median Income the Minnesota Housing Finance Authority annually sets a loan limit for the 11-County Metro("Area Affordable Price"). The Area Affordable Price is published in December for use in the following year. For purposes hereof,the affordable housing prices for persons of moderate income for the Project shall be 80%to 120%of the Area Affordable Price (the "Affordable Housing Prices") (For example, the Area Affordable Price published in December 2013 for use in the year 2014 was$310,000. Consequently, 28 the Affordable Housing Prices for all Moderate Income Units sold in 2014 is $248,000 to $372,000.) 2. Minnesota's Green Path Development Standards. The Developer shall construct the Project in a manner that meets Minnesota's Green Path("Green Path") standards as required in the attached as Exhibit C. 3. Community Involvement. The Developer shall engage the community by involving Hennepin Technical College. Specifically, the Developer shall involve students through opportunities such as framing a home, learning how `green' mechanical/electrical systems work or learning green techniques used in stormwater management. 4. Sale of the Project Area. For purposes of this Agreement,"sale"includes any transfer of a housing unit including but not limited to sale, conveyance, gift, and involuntary transfer. The Developer may not close on the sale of any Moderate Income Unit unless all of the following conditions have been met: A. All infrastructure including streets, sanitary sewer, water, and storm sewer, but not including landscaping and the final wear course on streets and other items that cannot reasonably be completed due to winter weather conditions and that do not materially affect the use or function of such items of infrastructure, are substantially complete and accepted in writing by the City; B. All public space including common areas, parks and community buildings are complete and accepted in writing by the HRA; C. The residential structure on the lot to be sold has been issued a certificate of occupancy or temporary certificate of occupancy; and D. The sale has been approved in writing by the HRA prior to closing in order to ensure compliance with the terms of this Agreement. In order to request such approval for the sale of each Moderate Income Unit,Developer, or any subsequent owner that is selling a Moderate Income Unit, shall submit a complete application to the HRA for the sale of each Moderate Income Unit in such form and substances as required by the HRA,which shall include at a minimum all information required by the HRA to verify the income of the prospective purchaser. Upon receipt of a complete application the HRA shall inform the Developer or other requesting party,in writing and within five business days,whether the application is approved. If the HRA fails to respond to a complete application within five business days,the application will be deemed approved. 5. Initial Sale of Housing Units by Developer. Initial sale of Moderate Income Units by the Developer shall comply with the income and pricing requirements set forth in Paragraph 1. In addition,during the Preference Period,the initial sale of all housing units by the Developer shall give preference to prospective buyers who live or work in the City of Eden Prairie. During the Preference 29 Period, Developer shall market to residents and employees of Eden Prairie businesses and permit those who live or work within the City of Eden Prairie to have the first opportunity to sign a purchase agreement for their desired lot,or if no specific lot is specified,for a lot within the Project. As used herein,the phrase"Preference Period"shall refer to the period of time that elapses between the date hereof and the 180th day after the date of the issuance of the first building permit for the Project. 6. Future Sale of Housing Units. After the initial sale of any Moderate Income Unit by the Developer,the seller in any subsequent sale of a Moderate Income Unit that consists of a"Non- Qualifying Sale"and that is closed within 10 years of the date of the initial sale by the Developer of the subject Moderate Income Unit, shall remit the "Applicable Portion of the Profit" received by such seller in such transaction to the City for reinvestment in low and moderate income housing initiatives. As used herein, the phrase "Non-Qualifying Sale" shall be defined as the sale of a Moderate Income Unit that is closed within 10 years of the date of the initial sale of such Moderate Income Unit by the Developer and that is made either: (i)to a buyer that has income in excess of the Moderate Income Limits or(ii)at a price that is in excess of the Affordable Housing Prices,both as measured in the year in which the closing of such sale of the Moderate Income Unit occurs. The Seller of any Moderate Income Unit may apply to the HRA pursuant to Paragraph 4.D hereof for a determination that a prospective sale of such Moderate Income Unit shall not constitute a Non- Qualifying Sale. As used herein, the phrase "Applicable Portion of the Profit" shall refer to the portion designated pursuant to the chart set forth below in Paragraph 6.B. A. Profit. The "Profit" from the subsequent sale of a Moderate Income Unit shall be defined as the funds received by the seller from the buyer at the closing of such sale, after deduction of the sum of the following: (i) all costs and fees listed on the settlement statement(which costs shall include any park dedication fee paid pursuant to Paragraph 7 hereof), excluding amounts necessary to satisfy any mortgages recorded against the property; (ii) the amount of the seller's basis in the Moderate Income Unit as of the date of its acquisition thereof; plus (iii) the cost of improvements made by the seller as defined in IRS publication 523 which increase the seller's basis in the Moderate Income Unit. B. Remittance. The amount of any"profit"that is required to be remitted to the City by the seller of a Moderate Income Unit in a Non-Qualifying Sale shall be as follows: Time elapsed since the date of the Profits to be initial purchase of the housing unit remitted to from the Developer _ City Less than 1 year 90% At least 1 year but less than 2 years _ 80% At least 2 years but less than 3 years 70% At least 3 years but less than 4 years _ 60% At least 4 years but less than 5 years 50% At least 5 years but less than 6 years 40% 30 At least 6 years but less than 7 years 30% At least 7 years but less than 8 years 20% At least 8 years but less than 9 years 10% At least 9 years but less than 10 years 5% Regardless of the number of times a Moderate Income Unit is sold, the requirements of this Paragraph 6 shall apply to any subsequent sale of such Moderate Income Unit that consists of a Non- Qualifying Sale and shall be based on the amount of time that has elapsed from the date of the initial sale of the housing unit by the Developer;provided,however,the provisions of this Paragraph 6 shall not be applicable to any sale of any Moderate Income Unit that closes at any time subsequent to the 10th anniversary of the closing of the initial sale of such Moderate Income Unit by the Developer. 7. Park Dedication Fee. The park dedication fee of$6,500.00 per unit shall be waived for each Moderate Income Unit; provided, however, if any closing upon the sale of a Moderate Income Unit in a Non-Qualifying Sale occurs at any time within 10 years of the date of the initial sale of the Moderate Income Unit by the Developer, the waiver of the park dedication fee for that Moderate Income Unit shall be revoked and such park dedication fee in the amount of$6,500.00 shall be due and payable at the time of the closing of such Non-Qualifying Sale. 8. Bond. Prior to issuance of any grading or building permits for the Project Area, Developer shall provide to the HRA a bond equal to$100,000 to secure the Developer's obligations pursuant to this Agreement,including to reimburse the HRA for costs,including reasonable attorney fees,incurred by the HRA in any action to enforce or interpret the provisions of this Agreement(the "Security"). The HRA may draw down on or make a claim against the Security,as appropriate,upon five(5)business days'notice to the Developer,for any violation of the terms of this Agreement or if the Security is allowed to lapse prior to the end of the required term. If the Security has not then been renewed,replaced or otherwise extended beyond the expiration date,the HRA may also draw down or make a claim against the Security as appropriate. If the Security is drawn down on or a claim is made against the Security,the proceeds shall be used to cure the default(s)and to reimburse the HRA for all costs and expenses,including attorneys' fee,incurred by the HRA in enforcing this Agreement. Any amount of the Security that is drawn by the HRA shall be held by the HRA in trust and disbursed only if, and to the extent, that the Security may be disbursed hereunder. Developer shall be released from any further obligation to maintain the Security and all amounts of such Security that may then exist shall be released to Developer upon the earlier of the following: (i)the sale of all Moderate Income Units by the Developer; or (ii) the termination of Developer's obligations to sell the Moderate Income Units as set forth in Paragraph 12 below. 9. Developer Warranties. Developer makes the following representations and warranties: A. The Developer is a Minnesota limited liability company,has power to enter into this Agreement and to perform its obligations hereunder and, by doing so, is not in violation of any provisions of its articles of organization, operating agreement or member control agreement or the laws of the State. 31 B. The Developer has obtained funds sufficient for the acquisition or construction of the Project. C. The execution and delivery of this Agreement,the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement is not prevented,limited by or conflicts with(unless all necessary waivers, consents or the like have been obtained)or results in a breach of, material terms, conditions or provision of any contractual restriction, evidence of indebtedness,agreement or instrument of whatever nature to which the Developer is now a party or by which they are bound,or constitutes a material default under any of the foregoing. 10. City Development Agreement. Prior to issuance of any grading or building permits for the Project Area, Developer shall enter into a Development Agreement with the City of Eden Prairie with respect to the Project and such Development Agreement shall be recorded against the Project Area. 11. Revision of Limits and Prices. If there are no prospective purchasers for any of the Moderate Income Units within six months following the issuance of the first building permit for the Project and upon written request of the Developer,the HRA shall revise the Moderate Income Limits and Affordable Housing Prices. 12. Moderate Income Units. Notwithstanding any contrary provision herein, the Developer's obligation to sell the Moderate Income Units subject to the requirements in Paragraph 1, and the conditions applicable to the Developer's sale of any Moderate Income Units in Paragraph 4, shall terminate upon the earlier of: (i) no Moderate Income Units have sold within 36 months following the issuance of the first building permit for the Project; or(ii)no Moderate Income Units have sold in the previous 12 months. Developer shall submit to the HRA evidence substantiating such lack of sales and the HRA shall execute an amendment to this Agreement terminating the obligation in Paragraph 1 and conditions in Paragraph 4. Upon such termination,the provisions of Paragraph 6 shall be deemed terminated with respect to any unsold Moderate Income Units, the waiver of the park dedication fee for unsold Moderate Income Units set forth in Paragraph 7 shall be revoked and the park dedication fee for all unsold Moderate Income Units shall become immediately due and payable by the Developer. Any Moderate Income Units which have been sold prior to termination shall remain subject to Paragraphs 6 and 7. All obligations in this Agreement not specifically amended or terminated by this Paragraph shall survive, including but not limited to applicable provisions concerning the remittance of a portion of"Profits"set forth in Paragraph 6 for Moderate Income Units sold prior to such termination. 13. Binding. This Agreement shall be recorded against the Project Area. Provisions of this Agreement shall be binding upon and enforceable as real covenants that"run"with the title to all lots within the Project Area, and shall also be enforceable against, and inure to the benefit of the HRA and the Developer; provided, however, and notwithstanding any contrary provision herein, although the provisions of Paragraphs 6 and 7 herein constitute real covenants that run with title to the Moderate Income Units and that are enforceable against future owners of Moderate Income Units 32 to the extent provided therein, Developer shall have no personal obligation to perform any of the covenants of Paragraphs 6 and 7 hereof,provided the Developer is not the seller in any transaction that constitutes a Non-Qualifying sale. 14. Remedies. Developer acknowledges, on its own and for all successors and assigns, that the rights of HRA to perform the obligations of Developer contemplated in this agreement are special,unique, and of an extraordinary character, and that, in the event that Developer violates,or fails,or refuses to perform any covenant,condition,or provision made herein,HRA may be without an adequate remedy at law. Developer agrees,therefore,that in the event Developer violates, fails, or refuses to perform any covenant, condition, or provision made herein, HRA may, at its option, institute and prosecute an action to specifically enforce such covenant,to enjoin conduct or activities that violate the terms hereof,withhold building permits,or seek any other remedy available at law or in equity. In the event of any litigation between the HRA and Developer to enforce or interpret the provisions hereof in which the HRA is the prevailing party, the HRA shall be entitled to an award requiring Developer to reimburse the HRA for all of its costs and expenses in such action,including reasonable attorneys' fees. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of any one or more remedies shall not constitute a waiver of any other remedy. 15. No HRA Liability. No failure of the HRA to comply with any term, condition, covenant or agreement herein shall subject the HRA to liability for any claim for damages, costs or other financial or pecuniary charges. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit,general fund or taxing powers of the HRA. 16. Recording. This Agreement shall be recorded at the County Recorder and / or Registrar of Titles at the closing of the Developer's purchase of the Project Area from the HRA. This Agreement shall be recorded after the deed from the HRA to Developer and prior to any mortgages or encumbrances. No land alteration or building permits for the Project Area shall be issued until proof of filing of the Agreement is submitted to the HRA. 17. Right of Entry. The Developer hereby grants to the HRA and the City of Eden Prairie, their agents, employees, officers and contractors a license to enter the Project Area to perform all work and inspections deemed appropriate by the HRA or City in conjunction with this Agreement. 18. No Third Party Beneficiaries. Except with respect to Developer, the HRA, and the covenants hereof that"run"with title to the lots within the Project pursuant to Paragraph 13 hereof, no provision of this Agreement inures to the benefit of any third person,including the public at large, so as to constitute any such person as a third-party beneficiary of the Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action for any such person. IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. [signatures on following pages] 33 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE By NOT FOR SIGNATURE Nancy Tyra-Lukens Its Chair By NOT FOR SIGNATURE Rick Getschow Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 19th day of August, 2014, by Nancy Tyra-Lukens and Rick Getschow,respectively the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, on behalf of said authority. NOT FOR SIGNATURE Notary Public 34 EDEN GARDENS, LLC By_NOT FOR SIGNATURE Date: Matthew Hanish Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, Matthew Hanish, the Vice President, of Eden Gardens, LLC, a Minnesota limited liability company, on behalf of the company. NOT FOR SIGNATURE Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gregerson, Rosow, Johnson&Nilan, LTD 650 Third Ave S, Suite 1600 Minneapolis, MN 55376 35 EXHIBIT A TO TO HOUSING PROJECT AGREEMENT Depiction of Project Area Scenic Heights 14 Sc6'r?ic f ,, +.ts�3c sceri%c rieieyhlsRd Sc •c:o ,ic Heights • Victory Luther$r C-A 0. J -.0 • SJ nl m rj7 i3 M[ILford Dr y ' Milord Dr M i I I o rdr 6r; map data 11.2U7 A cnogle 36 EXHIBIT B TO HOUSING PROJECT AGREEMENT Legal Description of Project Area Parcel 1 That part of Tract A described below: Tract A.That part of the Southwest Quarter of the Southeast Quarter of Section 17,Township 116 North,Range 22 West,Hennepin County,Minnesota,described as follows: Beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter;thence north along the east line thereof 914 feet;thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet,more or less,to the centerline of County Road No.4;thence northerly along said centerline 116.3 feet;thence westerly 482.6 feet, more or less to a point 1,018.6 feet north of the south line of said Southeast Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section 17;thence west along the south line thereof 274 feet;thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018.6 feet;thence south along said line 1,018.6 feet to south line thereof;thence east along said south line 274 feet to point of beginning;excepting therefrom said County Road No. 4; which lies southerly of Line 1 described below: Line 1. Beginning at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION, thence North 84 degrees 38 minutes 27 seconds East, assumed bearing,along the north line of said Lot 1 for 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence South 76 degrees 10 minutes 15 seconds East 36.57 feet;thence South 64 degrees 51 minutes 39 seconds East 50.99 feet;thence South 76 degrees 10 minutes 15 seconds East 32.54 feet and there terminating; Parcel 2: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North, Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies northerly of a line run parallel with and distant 50 feet southerly of Line 1 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having a radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; 37 together with that part of Tract A hereinbefore described,adjoining and southerly of the above described strip, which lies northerly of the following described line: Beginning at a point on the east line of said Tract A,distant 23.06 feet southerly of its intersection with said 50 foot parallel line;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; together with that part of Tract A hereinbefore described,which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said Tract A run westerly along the south line of Said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner and there terminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of the Southeast Quarter of Section 17, Township 116 North,Range 22 West,Hennepin County,Minnesota;thence run northerly along the west line thereof 914.00 feet;thence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.4;thence southeasterly along said centerline to a point 146.50 feet northerly of at right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence westerly to a point 189.24 feet east from the west line thereof;thence southerly 146.50 feet;thence westerly 189.24 feet to the beginning,lying westerly of the westerly right of way line of County Road No.4; which lies southerly of a line run parallel with and distant 50 feet southerly of Line 1 described below and westerly of Line 2 described below: Line 1. Commencing at the northwest corner of Lot 1,Block 2,FAIRFIELD OF EDEN PRAIRIE 5TH ADDITION,Hennepin County,Minnesota;thence North 84 degrees 38 minutes 27 seconds East,assumed bearing, along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having radius of 480.87 feet and a central angle of 19 degrees 11 minutes 19 seconds for 161.05 feet;thence North 13 degrees 49 minutes 45 seconds East,40.00 feet;thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line 1 to be described;thence South 76 degrees 10 minutes 15 seconds East 18.91 feet;thence deflect to the left on a tangential curve having a radius of 520.87 feet and a central angle of 24 degrees 11 minutes 09 seconds for 219.87 feet;thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating; Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of beginning of Line 2 to be described;thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet northwesterly of said most easterly corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence run northerly to a point on the east line of said Tract A,distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line run parallel with and distant 50 feet southerly of Line 1 described above;thence run northwesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating; 38 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots 1-10, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 39 EXHIBIT C TO HOUSING PROJECT AGREEMENT Green Features and Sustainable Neighborhood Items 1. Green Path advanced certified homes: efficient windows,insulation improvements,high efficiency HVAC systems,high efficiency appliances and efficient lighting systems,etc. Eden Gardens will be the first development wide effort,in the state,to build all homes to Green Path Advanced Certification. 2. Homes: a. Build all homes to be `solar ready',allowing residents an easy retrofit for solar panels. b. Rough in electric,in garages,required for electric car chargers. c. Offer sun tunnels as an option. d. The model home will have a solar feature installed to display the possible solar options for future residents. The solar feature will consist of either a solar PV panel(electricity)or a solar hot water panel system to heat the homes water. Solar options will be available on all homes. e. Use of low VOC paints and insulation with a minimum of 20%recycled content on all units. On all market rate units,use of finger-jointed lumber for a minimum of 1/3 of the home's dimensional lumber. 3. Construction: All construction waste must be sorted and recycled as appropriate. 4. Low impact Site development strategies a. Reduce impervious surfaces;narrower street sections,in accordance with the final approved PUD and plat plans b. Reduce stormwater runoff and manage via rain gardens and bio-swales,in accordance with the final approved PUD and plat plans.Keep all stormwater mgmt on site;not utilizing MnDOT pond or other regional ponding. c. Reduce storm sewer piping and ponding,in accordance with the final approved PUD and plat plans. d. Shade streets to minimize the heat island effect in accordance with the final approved PUD and plat plans. e. Compact Development decreases urban sprawl. f. Use of eco-lawns(no-mow)in central green space,landscaped outlots and for all lawn areas of all home lots;eliminating dependency on irrigation and minimizing need for mowing. g. Utilization of native landscaping in accordance with City's native plant ordinance throughout development and no plantings that contain neonicotanoids.Drought tolerant plantings will require no irrigation;as well as low maintenance needs and costs to the HOA. h. Reduce impervious surfaces through eliminating some alleyways in accordance with the final approved PUD and plat plans. i. Increase the amount of pervious surfaces.Install pervious surface sidewalks from the driveway to the front door of the model home and provide this as an option on all other units. j. Permeable Pavers—install permeable pavers at sidewalk to park shelter to decrease impervious surfaces and allow for groundwater recharge. 5. Site Lighting: c. Install high efficiency LED street lights;limiting light pollution,lowering maintenance and operational costs for the City. d. Install solar pathway lighting;eliminating the operational costs to the HOA and eliminating infrastructure required in standard practices(trenching for conduits/piping). 6. Site furnishings: install park furniture made of recycled plastics,(ie picnic tables). 40 7. Community Garden plots: Promotes local food growth and community gathering space. 8. Walkable Streets: minimal distance between the sidewalk and most buildings,sidewalks along 100%of street length,elevated ground floors,low design speeds for most streets,minimal driveway crossings along sidewalks. 9. Neighborhood Connections: connections to existing bike/walking trails and neighborhood sidewalks. Also,no cul-de-sacs are encouraged. 10. Community participation:multiple forms of community feedback to guide the project through design,in accordance with the final approved PUD and plat plans. 11. Solar and Green Roofs: Install green roofs on the garden shed and park shelter;install solar panels on the park shelter roof which can be used to power the bollards or other features in the common area.Excess electricity can be sold back to Xcel Energy and the proceeds from the sale can be used to offset Home Owners Association(HOA)costs. 12. Rain Barrels: Install at the park shelter and garden shed to capture excess rainwater and utilize in the garden plots. 13. Tot Lot—provide community gathering space for children 14. Site Signage:Install educational and interactive signage throughout public spaces of the development to inform residents,and community members,of the green strategies used.For example,create a sign by the rain garden that educates the importance and functions of these site features. We will work in partnership with the City,as they continue to educate residents of the importance of water resources,etc. 15. The developer shall provide as an option to potential buyers a floor plan providing single level living design. 16. Increase Green site features/benefits by increasing on-site storm water infiltration by the addition of bioswales and increased rain garden area,in accordance with the final approved PUD and plat plans. 41 EXHIBIT G DEVELOPMENT AGREEMENT-EDEN GARDENS Eden Gardens EXHIBIT G Preliminary Lot Matrix Parcel Area Report Client:Homestead Partners Project Name: Project P:\0001581.00\dwg\0001581SITE.dwg Description: Report Date:4/1/2014 Prepared by:Westwood Prof.Services Parcel Name Square Feet Acres Lot Width Front Side Setbacks Rear Setback Garage lot Public ROW Setback coverage 141 frontage Block 1 Lot 1 8,236 0.19 55.0 15' 10'west/15 corner 20'14( 0.053 yes Block 2 Lot 1 5,179 0.12 40.0 15' 5'/5'(10'total) 20'141 0.085 yes Block 2 Lot 2 4,282 0.10 40.0 15' 5'/5'(10'total) 20'141 0.103 yes Block 2 Lot 3 4,311 0.10 40.0 15' 5'/5'(10'total) 20'141 0.102 yes Block 2 Lot 4 4,447 0.10 40.0 15' 5'/5'(10'total) 20'14( 0.099 yes Block 2 Lot 5 4,629 0.11 40.0 15' 5'/5'(10'total) 20'NI 0.095 yes Block 3 Lot 1 4,345 0.10 40.0 15'1A 575'(10'total) 20'NI 0.101 no Block 3 Lot 2 4,201 0.10 40.0 15'14 5'/5'(10'total) 20'141 0.105 no Block 3 Lot 3 4,187 0.10 40.0 15'14 575'(10'total) 20'14( 0.105 no Block 3 Lot 4 4,009 0.09 40.0 15'1'1 575'(10'total) 20'14( 0.110 no Block 3 Lot 5 3,978 0.09 40.0 15'141 575'(10'total) 20'NI 0.111 no Block 4 Lot 1 5,292 0.12 50.1 15'121 5'int./15'corner(20'total) 20'I41 0.083 no 1s1 Block 4 Lot 2 4,324 0.10 40.1 15'141 5'/5'(10'total) 20'I41 0.102 no Block 4 Lot 3 4,210 0.10 40.1 15'14 575'(10'total) 20'141 0.105 no Block 4 Lot 4 4,211 0.10 40.1 15'k1 575'(10'total) 20'141 0.104 no Block 4 Lot 5 4,211 0.11 40.1 15'141 5'/5'(10'total) 20'141 0.104 no Block 4 Lot 6 4,211 0.11 40.0 15'PI 5'/5'(10'total) 20'I41 0.104 no Block 4 Lot 7 4,211 0.10 40.0 15'121 5'/5'(10'total) 20'I41 0.104 no Block 4 Lot 8 4,211 0.10 40.0 15'141 575'(10'total) 20'NI 0.104 no Block 4 Lot 9 4,285 0.10 40.0 15'R1 575'(10'total) 20'141 0.103 no Block 4 Lot 10 5,504 0.13 50.1 15' 5'int./15'corner(20'total) 20'441 0.080 no 1s1 Block 5 Lot 1 8,565 0.20 57.5 15'141 3'gar/l0'house(13'total) 32'(varies) 0.051 yes Block 5 Lot 2 7,099 0.16 52.1 15'1a1 3'gar/5'house(8'total) 20'(varies) 0.062 yes Block 5 Lot 3 6,505 0.15 52.1 15'1a1 3'gar/5'house(8'total) 20' 0.068 yes Block 5 Lot 4 8,888 0.20 52.1 15'I'I 3'gar/5'house(8'total) 52' 0.050 yes Block 5 Lot 5 8,282 0.19 52.1 15'131 3'gar/5'house(8'total) 42' 0.053 yes Block 5 Lot 6 8,175 0.19 52.1 15'131 3'gar/5'house(8'total) 20' 0.054 yes Block 5 Lot 7 6,752 0.16 52.1 15'1a1 3'gar/5'house(8'total) 20' 0.065 no Block 5 Lot 8 6,351 0.15 52.1 15'1'1 3'gar/5'house(8'total) 20' 0.069 no Block 5 Lot 9 7,807 0.18 63.1 15'141 3'gar/15'house(18'total) 20' 0.056 no Block 5 Lot 10 7,339 0.17 52.1 15'141 3'gar/5'house(8'total) 20' 0.060 yes Block 5 Lot 11 6,128 0.14 52.1 15'1'1 3'gar/5'house(8'total) 20' 0.072 yes Block 5 Lot 12 5,726 0.13 52.1 15'1'1 3'gar/5'house(8'total) 20' 0.077 yes Block 5 Lot 13 5,747 0.13 52.1 15'141 3'gar/5'house(8'total) 20' 0.077 yes Block 5 Lot 14 5,770 0.13 52.1 15'1a1 3'gar/5'house(8'total) 20' 0.076 yes Block 5 Lot 15 5,990 0.14 55.0 15'1a1 3'gar/5'house(8'total) 20' 0.073 yes Outlot A 7,037 0.16 Outlot B 14,853 0.34 Dutlot C 37,894 0.87 Outlot D 4,660 0.11 Dutlot E 4,482 0.10 Outlot F 23,317 0.54 Outlot G 5,290 0.12 Road Right of Way 65,898 1.51 Total Site Area 8.40 Notes: (1)Garage Size:2 Car/20x22'=440sf (2)Front Setback to private Outlet (3)Front Setback=15'to House/20'to garage (4)Rear Setback of garage to Rear Lot Line(common drive) (5)Public ROW frontage on side lot line only 42 THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 43 CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: IEM NO.: VIII.C. Randy L. Slick Final Plat Report of Highpoint at Riley Public Works/Engineering Creek Requested Action Move to: Adopt the resolution approving the final plat of Highpoint at Riley Creek. Synopsis This proposal is for the plat located at 9765 Sky Lane. The plat consists of 5.0 acres to be platted into twelve single family lots, one outlot and right-of-way dedication for street purposes. The preliminary plat was approved by the City Council on July 17, 2012. Second reading of the Rezoning Ordinance and final approval of the Developer's Agreement was completed on June 17, 2014. Approval of the final plat is subject to the following conditions: • Receipt of engineering fee in the amount of$840.00 • Receipt of street lighting fee in the amount of$2,576.77 • Receipt of street sign fee in the amount of$1,216.40 • The requirements as set forth in the Developer's Agreement. • Prior to release of the final plat, Developer shall provide to the City a current title insurance policy. • Prior to release of the final plat, Developer shall execute the Special Assessment Agreement for trunk utility improvements in the amount $36,668.70. The Assessment Agreement shall also include assessment for Eden Prairie Road improvements in the amount of$134,088.00. • Prior to release of the final plat, Developer shall pay to the City 5% of the construction value of the public infrastructure. • Provide a list of areas (to the nearest square foot) of all lots, outlots and right-of ways certified by surveyor. • Prior to release of final plat, Developer shall submit a 1"=200' scale reduction of final plat. Attachments • Resolution • Drawing of final plat CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA RESOLUTION NO. 2014- A RESOLUTION APPROVING FINAL PLAT OF HIGHPOINT AT RILEY CREEK WHEREAS, the plat of Highpoint at Riley Creek 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 Highpoint at Riley Creek is approved upon compliance with the recommendation of the Final Plat Report on this plat dated August 19, 2014. 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 August 19, 2014. Nancy Tyra-Lukens, Mayor ATTEST: SEAL Kathleen Porta, City Clerk HIGHPOINT AT RILEY CREEK R.T. DOC. NO. C.R. DOC. NO. KNOW ALL PERSONS BY RffSE PRESENTS fiat D.R.Horton,Inc.—Mlnnesota,a Delaware corporation,f owner of the following described EDEN PRAIRIE,MINNESOTA property situated in the County of Hennepin,State of Minnesota,to wit: This plat of HIGHPOINT AT RILEY CREEK was approved and accepted by the City Council of Eden Prairie,Minnesota,at a regular meeting thereof held this day of 20_ If applicable,the written comments and recommendations of the Commissioner of Transportation and e County Highway Engineer have been received by the City or the pres5ibed 30 day period has elapsed without receipt of such comments and recommendations as provided byM/nnesota Statutes.Section 505.03,Subdivision 2. Parcel is CITY COUNCIL OF EDEN PRAM MINNESOTA The East 33000 feet of the West 661.00 feet of the South 660.00 Net o/the Southwest Quarter of the Northeast Quarter of Sect/on 29,Township 116,Range 22,according to the United States Government Survey thereof and situate In Hennepin County, Minnesota, together with the appurtenant easements contained in that cevtaln Easement Agreement doted April 2.1998,fled April 6.1998,as By By Document No.3001316. Mayor Manager Being registered land as is evidenced by Certificate of Title No.1317956. Parcel 2: Outlot C,The Ridge at Riley Creek,according to the recorded plot thereof,and situate in Hennepin County,Minnesota. Part of the premises is registered land as evidenced by Certificate of Title No.1317959. RESOENT AND REAL ESTATE SERVICES Hennepin County,Minnesota NOTE: The registered portion of the premises is described as follows: I hereby certify that foxes payable in 20_and prior years have been paid for land described an this plat,dated this day of That part of Outlot C,The Ridge At Riley Creek,embraced within the Northeast Quarter of Section 29,Township 116,Range 22. 20 Mark V.Chapin,County Auditor By DeputyNrsevc utshed ptuhelic wytoanbdasludddadsptateeadsaesmeH/GICI n NsTAwTn 00iCEK plat anrd ddroinhaeg yddatyptoptohse hopuonblcthus plat. In witness whereof said D.R.Horton,Inc.—Mlnnesota,a Delaware corporation,has caused these presents to be signed by its proper officers this day of 20� SURVEY DIWSKN,Hennepin County,Minnesota Pursuant to MINI.STAT.Sec.3838.565 0969)this plat has been approved this day of 20 . D.F.HORTON,INC.—MINNESOTA 8 County Surveyor By y Its COUNTY RECORDER Hennepin County,Minnesota I hereby Certify that the within plat of HIGHPOINT AT RILEY CREEK recorded in this office this day of STATE OF MINNESOTA 20 at_o'clock_M. COUNTY OF fie foregoing instrument wa acknowledged be/ore me this day of 20�by its of O.R.Horton,Inc.—Minnesota,a QNaware corporation on behalf of the corporation Martin McCormick,County Recorder By Deputy (v.wr,..y (morn.rvxr.d Notary Public, Covnty,Minnesota My Commission Expires REGISTRAR OF R R Hennepin County,Minnesota I hereby certify thatat the within plat of HKi/PONi AT RILEY CREEK was filed in this of/ice this day of 20 at_o'clock_M. I Craig W.Morse do hereby certify that this plot was prepared by me or under my direct supervision;that I am a duly Licensed Land Roche,Smith,Acting Registrar of Titles By Deputy Surveyor In the State of Minnesota,-that this plot is a c,rect representotion of the boundary survey that o/mathematic,data and labels are w correctly designated on this plot that all monuments depicted an this plat have been,or will be correctly set within one year; Mot all writer boundaries one wet lands,os defined in Minnesota Statutes.Section 505 01.Subd.3,as of the date of this certificate are shown and labeled on this plat;and all public ways are shown and labeled on this plat. Doted this day of 20� Craig W.Morse.bond Surveyor Minnesota Llcenee No.23021 STATE OF MINNESOTA COUNTY OF HENNEPIN This instrument was acknowledged before me on this day of 20-by Craig W.Morse. l�u"y (man.w.wW Notary Public, County,Minnesota My Cmmission Expires Westwood Professional Services,Inc. Sheet I of 2 sheets . HIGHPOINT AT RILEY CREEK R.T. DOC. NO. ". C.R. DOC. NO. north lkh of Me South 66000 het of the-, I Foun /1 mS W 1/4 oof Me)n-r--1/4 of Se. \, _ - m, _ N89.32.28V 33007 4 - d1 gOcy '"' -.,•---1 w- -77 -1 -Demo 1/1.ch Open t5frZ' \ Wit \!I , N // 6 1 Z°,1-N ---- ---- / -- r'r: --: 4,'''- ,f''''; -4 •;'.5,°'•:,,, ''''''' Ili '7(7' ''Ffe'VES 1 :1))-1 / .‘‘‘‘ jK 5 r,., ...E ,4 \ ,c,,......',, l',' .1--,-,F9„,,,, ,;,,, 8 7, L >, ../ `Na,•,„ •\ t...-..• • .;-.,'"J-01,11e• \ .'„ M I .% 50 Scale 0 50 in 100 150 feet I 'irf:25;.'9 '„,,non '.Cj.' ./' *Woe E 1.31 i L 'e 'Ig' :.- '9 ." • ..00st line of the Ilbst 66100 feet of .7:w:s:,/r.,,::;7;,,Tt%---,,' r „..,,,,,,,,,,, %,"- ,° , ,', i. „,/ the SW V4 of the ME 01 of See Bearings shown on this plat ore based on Me east line of the West 661.00 feet of the Southwest D'O,'',, . '10 I 6-Me31.5,/,'...\._ i q-4-'aff.r.'" Duarter of the Northeast Quarter of Section 29, .,. 257 --..- ' I:".,;..1 ,..' Thwr1011ip 116 Range 22,which treare hl 00°24'41.W ,,, I T ,•. ,g w ,,•., , i m, 9 1 1 .%e- c.., ,-;'- 7..15 t lia n......-,---"--Ci ' 0t1=N!el ZY"'L'ict)r1Se' 21"'" .43 .I 1 Mt,Easement , I ,,,, 16,3----A Li • Denotes found V2 ill.open iron k. 0. :1169.11,56.,11657 j ; .,4'.... ouroeloW1 15379 7..'a .!N 8 L- 22 I 7 R. al • Om e:ou t'es'fo'und Hennepin County Cast Iron Monument I I 5 ?I'l f13'ii FO [_7';‘,;(.2,---- ,V ti6 ' 2 r P,,i, to 88 2 Drainage and Utility Easements are shown thus: F717,:',:°,;;;'Z': °'/ / ---_);,,, ,),:i t)' ,01/1s,:Drilt • . •1 ,4 J. L-6 I I I I 10 2,0,I--N89.19.5rE 135.69 7 ',:/:.---2 sr,)01 1 r 1.1.96e14,66.E 147.46 -I. R,-, --'1, -1 -3.- Pn 1 (No Scale) I I------—-------—---- 6 I 2 ..„,- ape.Mt, 1 4 7 l'' _.„-.:14 Easement 11 g t.%',,P,:1 il; uP"Y th f ; , I 1 10 Being 5 feet in wid,unless otherwise indicated. and adjoining lot lines,and 10 feet in width and adjoining right-of-way lines as shown on the plat. i_J_ _I , P80.146efe 196.64 , • ,' I R,,,_, -h,,,,, 1 I ;,°.1-,..• .. I.; 'il t,11 .' . 1 1,:.°Z L I- T ,,,,s A 25 'f%' 0,1_ p_-_Tsf:- - p.,,,,,, ,.17. ,,,.77 :As I \Nar32.281V p.19°,5'.. '' -Found 1/2 Inch Open south line of the SW V4 of-, "2 1 V2' i 7 '-,33" - No0,721VpRosPECT ROAD”.'''''/''s... \ P, '4. I 4 --Th''-------"' "ref_._----1( R00.21411V WI, , ,,__. ,_ ,,,, ' ,---16.50 .4- A,I.189o3. 16.5.4S6 ,,. ,.."'--- NE19.5228V 298.03 , --,;,.,- i _ Ne19.„1.1.2ew 226,97 ' ,_ 4'1,-- N89.32.281V 610.60 --. t?S89,1,18. 1.151611 2. ' NO0•24.41W.,1 ..- THE RIDGE PROSPECT 55963.;ROAD--a" AT N ouTz.aT c RILEY- - ''''' ----1------,,--'',;°°, . OUTLOT A CREEK 712.01 "'55 33.00 p':. i _ 1::/' -- ,, „5.,___P,5.---- N89.32'28"W 1271.67 - , g THE \ 1,1E4DOWS AT R/LISZ CREEK I CEOAR HILLS WEST I I 1 \ , I I , I .c,. I i 1 ' i/ Westwood Professional Services,Inc. st,,,2 of 2 sheets CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.D. Randy L. Slick Final Plat Report of Eden Gardens Public Works/Engineering Requested Action Move to: Adopt the resolution approving the final plat of Eden Gardens. Synopsis This proposal is for the plat located in the southwest quadrant of Eden Prairie Road and Scenic Heights Road. The plat consists of 8.39 acres to be platted into 36 single family lots, 7 outlots and right-of-way dedication for street purposes. Background Information The preliminary plat was approved by the City Council on June 17, 2014. Second reading of the Rezoning Ordinance and final approval of the Developer's Agreement will be completed on July 14, 2014. Approval of the final plat is subject to the following conditions: • Receipt of engineering fees in the amount of$2,520.00. • Receipt of street lighting fee in the amount of$4,757.94. • Receipt of street sign fee in the amount of$1,413.90. • The requirements as set forth in the Developer's Agreement. • Prior to release of the final plat, Developer shall provide to the City a current title insurance policy. • Prior to release of the final plat, Developer shall execute the Special Assessment Agreement for trunk utility improvements in the amount $60,943.10. • Prior to release of the final plat, Developer shall pay to the City 5% of the construction value of the public infrastructure. • Prior to release of the final plat, Developer shall submit to the City Attorney for approval, a copy of proposed Homeowner Association Declarations. • Revision to plat shall include the standard 5' drainage and utility side yard easements on all lots other than those with public infrastructure. • Satisfaction of bonding requirements for the installation of public improvements. • Prior to release of final plat, Developer shall submit a 1"=200' scale reduction of final plat. Attachments • Resolution • Drawing of final plat CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA RESOLUTION NO. 2014- A RESOLUTION APPROVING FINAL PLAT OF EDEN GARDENS WHEREAS, the plat of Eden Gardens 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 Eden Gardens is approved upon compliance with the recommendation of the Final Plat Report on this plat dated August 19, 2014. 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 August 19, 2014. Nancy Tyra-Lukens, Mayor ATTEST: SEAL Kathleen Porta, City Clerk • EDEN GARDENS C.R. DOC. NO. I 2 ps .asO W . RJJ C] 1 •--I- -°' � h�,,,n,.,Rom.,., F• 1 1 1 a_,.,,r r� �� l 1 e1 za a 11 Oi?LOT A A//a-ia iegY� 4R-,,,, .1, 41.22 • tissa �. `C XIR N1 1 .y/ /•- *a >s- �f 1 ` b .<, r I},i a_r.,,. -e°•xs; •r2.r ea mn er'' `'a>�sy. 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"., -11 ;.iaw 1"v 1 %I�1 � xs°I 1 __s -• C) H 4 • //2 ,4'-', \e' •s 14,:1,IL_,Lg_i�'----. . .uwna°':s 1y » n° 2 /"� Se' P'�zriso � a ae .. sn 4sa , Drainage a uralt rad°nenm era a.n mas: 1,°evr�dr re,.>o J/ i y,r'�__ -- .4 r 1. eVi OT O a °"°" r • • C' z�.,r F s , i, 1 sr.e° '�_•-- _.. .H.n • -1\ j a ,\I,II a s- l_ • �`L-Ld //k'+ n OUROT c e e �; ab_in*slbe` 6,s�11�e 11 II1a 11 11 s lY -_-__-L =izro -`� �„ 1 �i1 1 ; l,,,,-' +sl 118 II Iq 57 1 >D I I rD a r ay..,.wiry, \a hie.1e11 1= , s $ I � • •xr mrgbr na.aa I 1 Ig $u 11 3 \I let 4 II \B 1 I -----J---- ----I------ e-arvrovc-t: 1 11 1 \I\m•2 .\I II 11 II'g \\ i8 11 11 - (No R°IdJ 8 I 6 e-a Il`/ �0.+. 1''8 V 11 l I1 o\I 1\ 5 1\ 11 -1 Il—3 \I Being S feet w.lem,unlan otherwise indicated, 1 �__ ° d adjoining lot IMes.one ID feet n width one L °U-• - __ _ o•- 4y• >�` .e / \ MID -t° and right-of-nay s shown plat. °• • 8 d ; 8 r`o-�.1\ V, 1L"-:,-,, -J I Mesa m the r. •,Or sayer ursc &4h ;\ ° i s..,, l�,a+° • 6 wiv4,'_-O!/7LOrF 1 I dr ., toast D e. mz° -z-• "a'z,.y •e�' �.aw, 1 • 47 it v/•` ;.K p'b,,.i - - _ r,- rm,er � ®-.verssew N89°12'1TW 2J6.59 az, ZI L ae,f}ir rx.ro J v r' %r •'•Lr/�r deer, 8 1 ¢.az ti 'l n er°sYs," .r,'� acs • .us T'h a 6 o a6r i^ `anm,eo nor s 16, L see•nxr vzm J :=OE., 8 W _ 8 4 g 5 Der W • r ° a3 r✓ 1 R 2 N g ° 6 n rat 1 b � m p 3 la A A. n 2 1 I as 18 e o a 2 a et L 9 1,,1 �� g $ i i ,. z ▪ bL _ I _ __ ____ __ _ _ yam_. J vsm - p/"' szra 51,16 N89"t2'1TW f6.7J7 vr° sn.,° Ja s..+°-J L-sz+° - Westwood Professional Services,Inc sheaf 2 of 2 sheers J CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.E. Jay Lotthammer, Parks and Reject Bid For Steel Erection For The Aquatics Recreation Director Expansion Project Requested Action Move to: Reject the bid submitted by Sowles Steel Erectors in the amount of$420,300 for the steel erection work for the aquatics expansion project. Synopsis During the initial bidding phase for the aquatics expansion project the bid category for steel erection did not receive any bids. Bids were re-advertised seeking bidders for this portion of the scope of work. As a result, one bid was received totaling $420,300.00. This amount is significantly more than was budgeted and staff and consultants feel this amount is higher than should be paid and have since initiated other methods for securing contractors for this scope of work. During the analysis of the scope of work, it was determined that removing the ornamental railing would best fit in a separate category of work and would more appropriately fit standing on its own. The remaining categories were separated based on type and timing and quotes were sought and received from multiple contractors. Staff and consultants recommend rejecting the bid and moving forward with an alternative process. CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.F. Jay Lotthammer, Parks and Award Quotes For Steel Erection For The Recreation Director Aquatics Expansion Project Requested Action Move to: Award the following quotes for the steel erection work for the aquatics expansion project to High Five Erectors in the amounts of; category 5A - $99,638, 5B - $65,577, 5C - $53,129 and 5D - $42,561. Synopsis During the initial bidding phase for the aquatics expansion project the bid category for steel erection did not receive any bids. Bids were re-advertised seeking bidders for this portion of the scope of work. As a result, one bid was received totaling $420,300.00. This amount is significantly more than was budgeted. Staff and consultants feel this amount is higher than should be paid and have since initiated other methods for securing contractors for this scope of work. During the analysis of the scope of work, it was determined that removing the ornamental railing would best fit in a separate category of work and would more appropriately fit standing on its own. The remaining categories were separated based on type and timing. Quotes were sought and received from multiple contractors. Staff and consultants recommend awarding the quotes as outlined in the attached recommendation letter. Attachment Recommendation for Award If r� MINNEAPOLIS / PHOENIX / DENVER CONSTRUCTION August 13, 2014 Mr.Jay Lotthammer Director of Parks and Recreation City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN RE: Eden Prairie Community Center-Aquatic Addition Recommendations for Award of Steel Erection Dear Jay, On June 12th bids were scheduled for submission for Bid Category 5B Structural and Miscellaneous Steel Erection. Due to the market's current heavy demand for steel erectors,only one steel erection bid was received. The amount of this bid totaled $420,300, an amount significantly higher than what had been carried in the project budget. In an attempt to lower the costs, RJM issued quote packages for individual components of this work. We have also decided to remove the scope for the installation of the ornamental railings, which requires a more specialized trade contractor. Since the quote process is a less formal process than that for public bids, we were able to solicit additional contractors to provide pricing. Three quotes were received for each quote package issued. High Five Erectors II provided the low quote in each category.The results of the quotes received are attached for review. Based on the results of this process it is our recommendation that the City Council rejects the bid received from Sowles Company on June 12th, and awards the following contracts to High Five Erectors II for the following quote packages. Quote Category 5A—Structural and Miscellaneous Steel Erection—Phase I Area A High Five Erectors II Award Amount: $99,638 3005 4th Avenue East Shakopee, MN 554379 Quote Category 5B—Structural and Miscellaneous Steel Erection—Phase II Areas B&C High Five Erectors II Award Amount: $65,577 3005 4th Avenue East Shakopee, MN 554379 701 Washington Avenue North 1{1600 Minneapolis,Minnesota 55401 952-837-8600 RJMConstruction.com Quote Category 5C—Mechanical Screen Wall Steel Erection—Phase I Area A High Five Erectors II Award Amount: $53,129 3005 4th Avenue East Shakopee, MN 554379 Quote Category 5D—Mechanical Screen Wall Steel Erection—Phase II Areas B&C High Five Erectors II Award Amount: $42,561 3005 4th Avenue East Shakopee, MN 554379 By implementing the quote process for this work, an overall savings of$110,095 from the original bid on June 12th was achieved, while providing for a $45,000 allowance set aside for the installation of the ornamental railings which will be quoted at a later time. If you should have any questions regarding these recommendations for award, please feel free to contact me. Sincerely, Ian Reck Senior Vice President Eden Prairie Community Center - Aquatics Addition Quote Summary by Trade August 13,2014 174 CONSTRUCTION Company Quote Category 5A Quote Category 5B Quote Category 5C Quote Category 5D High Five Erectors $99,638 $65,577 $53,129 $42,561 Sowles Steel Erectors $113,700 $69,000 $132,000 $89,800 KMH Erectors, Inc. $125,000 $85,000 $56,000 $47,000 CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: IEM NO.: VIII.G. Carter Schulze Approve Construction Change Order Public Works with Northwest Asphalt, Inc. for Burr Ridge Storm Sewer Emergency Repair and Improvement Requested Action Move to: Approve the construction change order in the amount of$1,022,703.96 for the Burr Ridge Storm Sewer Emergency Repair and Improvement Project to Northwest Asphalt, Inc. Synopsis On May 20, 2014, the City Council approved a contract with Northwest Asphalt, Inc for the Burr Ridge Storm Sewer Emergency Repair and Improvement Project. Since this contract approval date, the project has experienced major storm related setbacks resulting in loss of completed improvements and scope changes. Background Information The May 20, 2014 approved contract for $300,000 was prompted by a storm on May 12, 2014 causing soil material to fail around storm sewer from the bottom of the bluff up to the top of the slope creating a washout between two adjacent houses. On June 1, 2014, a storm not only washed away improvements that the contractor had completed thus far, but it also caused a significant change to the original project scope including major storm sewer revisions, a home demolition, roadway reconstruction, and landscaping restoration. On June 19, 2014 another rain storm event caused further damage and delays to the project pushing what was anticipated to be a July 13 end date to the end of August. Attachments • Change Order August 19,2014 CHANGE ORDER NO.1 Project: Burr Ridge Storm Sewer—Emergency Repair Eden Prairie,Minnesota City Project No. 13-5838 To: Northwest Asphalt,Inc. You are hereby directed to make the changes noted below in the contract. NATURE OF CHANGE TO CONTRACT 1. The original$300,000.00 Standard Construction Contract,dated 20 May,2014,has incurred substantial scope changes due to 3 major slope washouts since the issuance of the original Standard Construction Contract.This amount represents the agreed upon work to-date. 2. The remaining work is estimated by the attached spreadsheet titled Estimated Remaining Project Costs, dated 8/7/14,revised 8/12/14. ADD the following costs to the contract: Unit Unit Price Qty Amount 1. Northwest Asphalt Invoices dated 5/21/14, 5/31/14, L.S. $786,591.73 1 $786,591.73 6/30/14&7/30/14* 2. Estimated Remaining Project Cost Spreadsheet dated L.S. $236,112.23 1 $236,112.23 8/7/14,revised 8/12/14 TOTAL ADDITONS TO THE CONTRACT VALUE $1,022,703.96 *Items highlighted and starred in the attached invoices are still being reviewed and under further consideration by the City.If agreed,additional payment for those items will be approved under a separate change order. ORIGINAL CONTRACT AMOUNT $300,000.00 TOTAL ADDITIONS TO THE CONTRACT VALUE $1,022,703.96 TOTAL CONTRACT VALUE INCLUDING THIS CHANGE ORDER $1,322,703.96 By execution of this change order and issuance of payments related thereto,the City of Eden Prairie specifically reserves and does not waive any and all claims it has,or may have,against Northwest Asphalt,Inc.,if any,related to the Burr Ridge Storm Sewer—Emergency Repair Project and nothing contained herein shall be deemed a waiver of such in whole or in part. Page 2 of 2 THE ABOVE CHANGES ARE ACCEPTED: Northw•st A.p .!,Inc. Z____ By Date b f IYA( THE ABOVE CHANGES ARE APPROVED: SHORT ELLIOTT HENDRICKSON,IN%, CfIY OF EDEN PRAIRIE -�• By e- . J�. By Project a/nags City Manager Date a /L% Date By Mayor Date I 1 I Change Order 1 Burr Ridge Storm Sewer-Emergency Repair INVOICE _ NORTHWEST ASPHALT, INC. INVOICE DATE CUSTOMER NO. INVOICE NUMBER 1451 Stagecoach Road V Mt Shakopee, MN 55379 5/21/14 4216 36382 P.O.NUMBER WORK ORDER NO, JOB NO. PHONE (952)445-1003 FAX (952) 445-1056 4216 � D 5/ / s CARTER SCHULTZE, SR. ENGINEER BURR RIDGE STORM SEWER CITY OF EDEN PRAIRIE EMERGENCY REPAIR 8080 MITCHELL ROAD EDEN PRAIRIE, MN 55344 TE DESCRIPTION 952-944.8360 AMOUNT PARTIAL BILLING #1 FOR WORK COMPLETED THRU 5118114: "WE DECLARE UNDER PENALTY OF PERJURY THAT THIS ACCOUNT , CLAIM OR DEMAND IS JUS- AND CORRECT AND THAT NO PART OF IT HAS BEEN PAID" SUPERINTENDENT& VEHICLE 9.00 HR a $1125,00 HR $1,125.00 FOREMAN VEHICLE & TRAILER 62.50 HR @ $114.00 HR $7,125.00 LABORERS 51,50 HR @ $81.00 HR $4,171.50 OPERATORS 33.50 HR @ $85,00 HR $2,847.50 BOOM TRUCK WIOPERATOR 22.00a HR [c $161.00 HR $3,542.00 LOWBOY TRUCK W/OPERATOR 11.50. HR @ $210,00 HR $2,415.00 VAC TRUCK W/DRIVER 17.00. HR @ $254.00 HR $4,318.00 AIR COMPRESSOR - NO OPERATOR 2.00" HR @ $34.00 HR $68.00 360 BACKHOE EXCAVATOR -NO OPERATOR 22.50K HR @ $181.00 HR $4,072.50 ONE TON TRUCK -NO DRIVER 4.00. HR ct'7i $32.00 HR $128.00 SKID LOADER - NO OPERATOR 6.00. HR @ $47.00 HR $282.00 SATURDAY 5117/14 OVERTIME FACTOR 67.00' 1-IR @ $25.00 HR $1,675.00 SUNDAY 5/18/14 OVERTIME FACTOR 41,00' HR @ $50.00 HR $2,050.00 ACTION FENCE (CONSTRUCTION FENCE) 1.00 LS rr $2,111.40 LS $2,111.40 24" 15"-30" BALL 6.00 DAY @ $50.00 DAY $300.00 DEWATER BAGS - BROCK WHITE 1.00 L5 @ $867.87 LS $867.87 TARP FOR SLOPE 1.00 LS @ $204.26 LS $204.26 CEMENT 25.00• BAG © $9.36 BAG $234.00 BRICKS 50.00• EA @ $0.70 EA $35.00 BLOCK 10.00, EA ci $2,90 EA $29.00 TREE/BRUSH DISPOSAL 1.00 LD cI'i $75.00 LD $75.00 CHOKER CHAIN 1.00 LS @ $642.16 LS $642.16 ON SITE SANITATION (5/14-5123) 1.00 LS © $33.17 LS $33.17 FUEL FOR GENERATORS/PUMPS 798.00 GAL @ $4.95 GAL $3,950.10 ROYAL 72" MH STRUCTURE 1.00 LS @ $4,282.07 LS 54,282,07 HYDRANT METER COSTS 1.00 LS @ $685.00 LS $685,00 48 X 32 BARREL SECT, 1.00 LS @ $215.00 LS $215.00 h TOTAL THIS INVOICE $47,483.53 5-4115 4 ifF.A FINANCE CHARGE OF 1.1/2°I PER MONTH(18%PER ANNUM)WILL BE MADE ON BALANCE 30 DAYS PAST DUE ) of / INVOICE ;} i q � ' NORTHWEST ASP HALT, INC. INVOICE DATE CUSTOMER NO. INVOICE NUMB3ER ' ASSIMAT llVe, 1 1451 Stagecoach Road ' ;, .1 tii I Shakopee, MN 55379 5131114 4216 36455 - - P.O.NUMBER WORK ORDER NO. JOB NO. PHONE (952)44.5-1003 FAX(952)445-1056 4216 ` J CARTER SCHULTZE, SR, ENGINEER BURR RIDGE STORM SEWER CITY OF EDEN PRAIRIE EMERGENCY REPAIR 8080 MITCHELL ROAD EDEN PRAIRIE, MN 55344 N TE DESCRIPTION 952-949-8$60 AMOUNT PARTIAL BILLING #2 FOR WORK COMPLETED 5119114 THRL,1 5/31/14: "WE DECLARE UNDER PENALTY OF PERJURY THAT THIS ACCOUNT , CLAIM OR DEMAND IS JUST AND CORRECT AND THAT NO PART OF IT HAS SEEN PAID" SUPERINTENDENT &VEHICLE - HR @ $125.00 HR $0.00 FOREMAN VEHICLE & TRAILER 91.50 HR rr $114.00 HR $10,431.00 LABORERS 75.00 HR @ $81.00 HR $6,075.00 OPERATORS/ DRIVERS 11.25 HR @ $85.00 HR $958,25 BOOM TRUCK WIOPERATOR 6.50 L HR @ $161.00 HR 51,046.50 LOWBOY TRUCK WIOPERATOR 1.50. HR @ $210.00 HR $315.00 VAC TRUCK WIDRIVER 4.001 FIR @ $254.00 HR $1,016.00 AIR COMPRESSOR- NO OPERATOR - HR @ $34,00 HR $0.00 360 BACKHOE EXCAVATOR- NO OPERATOR NIA HR @ SEE RENTAL INVOICE $0.00 DUMP TRUCK- NO DRIVER 3.251 HR @ $16.00 HR $52.00 SKID LOADER - NO OPERATOR 38.00. HR u[7 $47.00 HR 51,786.00 WACKERICOMPACTOR/NO OPERATOR 8.00. HR @ $74.00 HR $592.00 SATURDAY 5124114 & 5/31 OT FACTOR 10.001 HR [a7 $25.00 HR $250.00 SUNDAY/HOLIDAY 5/25/14& 5/26 OT FACTOR 8.001 HR @ $50.00 HR $400.00 24" 15"-30" BALL 13.00 DAY © $50.00 DAY $650.00 FUEL FOR GENERATORS/PUMPS 893.004 GAL @ $4.95 GAL. $4,420.35 SILT FENCE 5129/14 100.00. LF @ $1.58 LE $158.00 ROYAL MATERIAL INVOICES 1.00. LS @ $4,576.83 LS $4,576.83 SPECIAL DELIVERY ROYAL PRODUCT 1.00. LS @ $121.13 LS $121.13 NORTHERN DEWATERING REPAIRS 1.00• LS @ $293.25 LS $293.25 SMSC-TREE DISPOSAL 1.00' LS @ $92.74 LS $92.74 HOME DEPOT COSTS 1.00, LS @ $736,44 LS $736.44 CASTLE ROCK TREE SERVICE 1.00• LS @ $1,840.00 LS $1,840.00 QUALITY SWEEPING CLEAN UP 1.00' LS a@ $391,25 LS $891.25 __. GEOSTABILIZATION INT'L 1.00• LS @ $129 950.00 LS RMS KOMATSU 360 RENTAL 1.00. LS -- $129,483 2 _ @ P4,4.83,20 LS $14,483W,/ --REVERSE-360 KOMATSU COST INV 36382 22.50/ HR @ 181.00. - - -- - ($4,072.50) EDEN PRAIRIE HOUSING DEMO FEES 1.00 LS' @ $1,265.00 LS $1,265.00 NORTHERN DEWATERING GENERATOR/PUMP 1 LS• @ $16,123.72 LS $16,123.72 TOTAL THIS INVO CE $194,449.16 6-4115 196,317.72 TERMS:A FINANCE CHARGE OF 1.1/2%PER MONTH(18%PER ANNUM)WILL BE MADE ON BALANCE 30 DAYS PAST DUE 1 1' / TM f INVOICE NORTHWEST ASPHALT, INC. INVOICE DATE CUSTOMER NO. INVOICE NUMBER EHtigiaillic 1451 Stagecoach Road Shakopee, MN 55379 6/30/14 4216 36624 - - P.O,NUMBER WORK ORDER NO, JOB NO. PHONE (952)445-1003 FAX(952)445-1056 4216 CARTER SCHULTZE, SR, ENGINEER BURR RIDGE STORM SEWER CITY OF EDEN PRAIRIE EMERGENCY REPAIR 8080 MITCHELL ROAD EDEN PRAIRIE, MN 55344 TF DESCRIPTION 952-949-e:50 AMOUNT PARTIAL BILLING #3 FOR PAY APPLICATION #2 FOR WORK COMPLETED 611114 THRU 6/30114: "WE DECLARE UNDER PENALTY OF PERJURY THAT THIS ACCOUNT , CLAIM OR DEMAND IS JUS- AND CORRECT AND THAT NO PART OF IT HAS BEEN PAID" PROJECT MANAGER & VEHICLE 32.00 HRS @ $135.00 HR $4,320,00 SUPERINTENDENT &VEHICLE 39.00 HRS @ $125.00 HR $4,875.00 FOREMAN VEHICLE & TRAILER 436.75 HRS @ $114.00 HR $49,789.50 FOREMAN SAT/WEEKDAY OT FACTOR 143.00 HRS @ $28.00 HR $4,004.00 FOREMAN SUNDAY DOUBLE TIME FACTOR 73.50 HRS @ $56,00 HR $4,116.00 LABORERS 1,305.00 HRS @ $81.00 HR $105,705.00 LABORERS SAT/WEEKDAY OT FACTOR 503.25 HRS @ $23.00 HR $11,574.75 LABORERS SUNDAY DOUBLE TIME FACTOR 216.00 HRS @ $46.00 HR $9,936.00 OPERATORS/SIDE/DUMP TRUCK DRIVERS 792.75 HRS @ $85.00 HR $67,383.75 OPERATORS/ALL DRIVE SAT/WEEKDAY OT FACTOR 273.25 HRS @ $25.00 HR $6,831.25 OPERATORIALL1 ffw8UNIDOUBLE TIME FACTOR 60.25 HRS @ $50-00 HR $3,012.50 LOWBOY DRIVER & TRUCK 45,00 HRS @ $210.00 HR $9,450.00 BOOM TRUCK & DRIVER 20,50 HR @ $161.00 HR $3,300.50 DUMP TRUCK & TRL & DRIVER 1.00 LS @a $138.00 LS $138.00 DUMP TRUCK- NO DRIVER 272.75 HRS @ $16.00 HR $4,364,00 TRK, SIDE DUMP TRL NO DRIVER 17,50 HRS I�iu $26.00 HR $455.00 OFFICE DISPATCH, 6/1 DOUBLE TIME(SUN) 5.00 HRS @ $70.00 HR $350.00 DRIVERS ON HOLD 6/1 DOUBLE TIME (SUN) 16.00 HRS o@ $135.00 HR $2,160.00 VAC TRUCK W/ DRIVER 6/1 3.00 HRS @ $254.00 HR $762.00 TOTAL THIS PAGE $292,527.25 CONTINUED ON NEXT PAGE TERMS:A FINANCE CHAR0E OF 1-1/2%PER MONTH(18%PER ANNUM)WILL BE MADE ON BALANCE 30 DAYS PAST DUE `4' -, i INVOICE �F-L �� n NORTHWEST ASPHALT, INC. INVOICE DATE CUSTOMER NO, INVOICE NUMBER { AWXAL=+p16. 1451 Stagecoach Road ! -\--H:\-1 Shakopee, MN 55379 6/30/14 42'6 36624 -- - - - P.O.NUMBER WORK ORDER NO. JOB NO_ PHONE (952) 445-1003 FAX (952)445-1056 4216 CARTER SCHULTZE, SR. ENGINEER BURR RIDGE STORM SEWER CITY OF EDEN PRAIRIE EMERGENCY REPAIR 8080 MITCHELL ROAD EDEN PRAIRIE, MN 55344 TE DESCRIPTION 952.949-8360 AMOUNT PARTIAL BILLING #3 FOR PAY APPLICATION #2 FOR WORK COMPLETEb 611114. THRU 6/30/14: "VILE DECLARE UNDER PENALTY OF PERJURY THAT THIS ACCOUNT , CLAIM OR DEMAND IS JUST AND CORRECT AND THAT NO PART OF IT HAS BEEN PAID" TOTAL PREVIOUS PAGE $292,527.25 B120 NWA KOMATSU 300 - NO OPERATOR 59.00 HRS © $164.00 HR $9,676.00 8112 NWA CAT 3058 HOE- NO OPERATOR 12.00 HRS @ $69.00 HR $828.00 T19 CEMENT TRUCK WIMIXER- NO OPER. 25.00 HRS @ $28.00 HR $700.00 B81 SKIDLOADER- NO OPERATOR 162.50 HRS @ $47.00 HR $7,637.50 B116 NWA CAT 330 HOE- NO OPERATOR 9.00 HRS @ $164.00 HR $1,478.00 D115 CAT D6 DOZER- NO OPERATOR 62.00 HRS @ $111.00 FIR $6,882.00 R51 CAT SHEEPSFOOT- NO OPERATOR 15.00 HRS @ $74.00 HR $1,110.00 B59 SKIDLOADER- NO OPERATOR 16.50 HRS @ $32.00 HR $528.00 B83 SKID LOADER- NO OPERATOR 48.00 HRS @ $47.00 HR $2,256.00 L125 CAT 950 LOADER- NO OPERATOR 15.50 HRS @ $109.00 HR $1,689.50 D109 CAT D5 DOZER- NO OPERATOR 14.00 HRS @ $96.00 HR $1,344,00 L105 CAT 966 LOADER- NO OPERATOR 12.00 HRS @ $114,00 HR $1,368.00 M435 GENERATOR- NO OPERATOR 4.50 HRS cgi $10.00 HR $45.00 B128 NWA KOMATSU 228 -NO OPERATOR 5.50 HRS @ $153.00 HR $841.50 T13 FORD 2 TON CONTRACTOR BOX- NO OPER. 6.50 HRS @ $28.00 HR $182.00 BOBCAT W! BROOM-NO OPERATOR 0.50 HRS @ $38.00 HR $19.00 B8 CAT BLADE- NO OPERATOR 5,00 HRS @ $98.00 HR $490.00 B85 SKIDLOADER-NO OPERATOR 10.50 HRS @ $47.00 HR $493.50 P14 MAULDIN PAVER- NO OPERATOR 3.00 HRS a[7 $157.00 HR $471.00 R74 CB24 ASPHALT ROLLER - NO OPERATOR 4.00 HRS @ $34.00 HR $136.00 TOTAL THIS PAGE $330,700.25 CONTINUED ON NEXT PAGE TERMS:A FINANCE CHARGE OF 1-112%PER MONTH 0B%PER ANNUM)WILL 6E MADE ON BALANCE 30 DAYS PAST DUE 2 at 4- I INVOICE r ,E ,.Id' NORTHWEST ASPHALT, INC. INVOICE DATE CUSTOMER NO. INVOICE NUMBER .9PMMIT INC. 1451 Stagecoach Road S.' Shakopee, MN 55379 6130114 4216 36624 - -- P.U.NUMBER WORK ORDER NO. JOB NO. PHONE (952)445-1003 FAX (952)445-1056 421€ �_ J CARTER SCHULTZE, SR. ENGINEER BURR RIDGE STORM SEWER CITY OF EDEN PRAIRIE EMERGENCY REPAIR 8080 MITCHELL ROAD EDEN PRAIRIE, MN 55344 IC DESCRIPTION 952.949.8364 AMOUNT PARTIAL BILLING #3_FOR PAY APPLICATION #2 FOR WORK COMPLETEC 6/1114THRU 6130114: "WE DECLARE UNDER PENALTY OF PERJURY THAT THIS ACCOUNT , CLAIM OR DEMAND IS JUST AND CORRECT AND THAT NO PART OF IT HAS BEEN PAID" TOTAL PREVIOUS PAGE $330,700.25 REPLACE LOST 24" - 15"-30" TEST BALL 1.00 LS @ $1.725.00 LS $1,725.00 SPEC MIX 611 2 PALLETS= 80 BAGS + 17 MORE 6122 + 2 6/27 99.00 BAGS tip $9,36 BAG $926.64 SILT FENCE W/36 STEEL FENCE POSTS 6/6 182.00 LF @ $1,58 LF $287.56 LATH/STAKES 36 INCH 20.00 BUNDLE @ $25.15 BUNDLE $503.00 INSULATION 6120 -2 6/21 -1 3.00 SHT @ $71.40 SHT $214.20 3/4" THREADED ROD BY 12 FT 6/20 -2 2.00 EA @ $24.75 EA $49,50 PVC LINER 6/21 20X40 800.00 SF @ $1.00 SF $800.00 102" BASE SLAB 1.00 LS @ $250.00 LS $250.00 0-6 GPS AUTOMATED CONTROL 3.00 DAYS @ $225.00 DAY $675.00 RUBBLE DISPOSAL 6/1- 2, 6/2-3, 6/13-4 6121-8, 6/22-9, 6/24-4, 6125-9 39.00 LDS @ $40.00 LID $1,560.00 RECYCLE AGGREGATE 6/1 2 LDS 17.00 TON c@ $6.25 TON $106.25 RECYCLE AGGREGATE 6/19 30 LDS 514.98 TON @ $6.25 TON $3,218.63 RECYCLE AGGREGATE 6/22 1 LD 17.00 TON @ $6.25 TON $106.25 RECYCLE AGGREGATE 6124 2 LDS 35.88 TON @ $6.25 TON $224.25 RECYCLE AGGREGATE 6125 12 LDS 194.26 TON @ $6.25 TON $1,214.13 FUEL FOR GENERATOR 1,477.00 GAL @ $4.95 GAL $7,311.15 GATE VALVE TOP SECTION 6/27 1,00 EA @ $54.00 EA $54.00 ADJUSTING RINGS 6/27 8.00 EA @ $19.00 EA $152.00 CASTINGS 6127 2,00 EA @ $325.00 EA $650.00 TOTAL THIS PAGE $350,727.80 CONTINUED ON NEXT PAGE TERMS:A FINANCE CHARGE OF 1-1/2%PER MONTH(1 d PER ANNUM)WILL BE MADE ON BALANCE 30 DAYS PAST DUE '3 INVOICE NORTHWEST ASPHALT, INC. INVOICE DATE CUSTOMER NO. INVOICE NUMBER 1451 Stagecoach Road Shakopee, MN 55379 sr3ar14 421E 36624 — P,O.NUMBER WORK ORDER NO. JOB NO. PHONE(952)445-1003 FAX (952)445-1056 421 fi CARTER SCHULTZE, SR. ENGINEER BURR RIDGE STORM SEWER CITY OF EDEN PRAIRIE EMERGENCY REPAIR 8080 MITCHELL ROAD EDEN PRAIRIE, MN 55344 TE DESCRIPTION 952-g4g-83B❑ AMOUNT PARTIAL BILLING #3 FOR PAY APPLICATION #2 FOR WORK COMPLETED 6/1114 THRU 6/30/14: "WE DECLARE UNDER PENALTY OF PERJURY THAT THIS ACCOUNT, CLAIM OR DEMAND IS JUST AND CORRECT AND THAT NO PART OF IT HAS BEEN PAID" TOTAL PREVIOUS PAGE $350,727.8C TOW-VICS CRANE INVOICE TC)W-BURDA'S TOWING INVOICE _ 522,. 13-QC '--HELICAL PIER ATLAS FOUNDATION INVOICES $13,026.5C CURB-STAPF CONCRETE INVOICE $9,104.92 HOUSE DEMO-WICKENHAUSER INVOICE $12,577.1C TREE REMOVAL-CASTLE ROCK CONT. INVOICES $7,950.0C 616, 6124 DISPATCH TRUCKING INVOICE $1,584.00 6/6, 6119, 6/30 M &J TRUCKING INVOICE $2,750.0( 6119, 6/30 TWIN CITY OUTDOOR TRUCK INVOICES $2,736.0C 6/19, 6/30 AK TRUCKING INVOICE $1,578.5C 6123 MBE TRUCKING INVOICE $1,261.7E. 6/30 DOUBLE K TRUCKING INVOICE $1,280.0C 7/2,7/3 SHAW TRUCKING INVOICE $3,136.5C 613,6/4,6/6,6119,6123 QUALITY SWEEP INVOICE $1,425.00 6/23, 7/2, 7/3 MARTIN MARIETTA RIP RAP $14,992.79 6/1, 6/2, 6/6 TERRY BROS SAND $11,565.00 6/19 SHAKOPEE SAND& GRAVEL 1848.50 TON $7,827.65 STORM ROYAL CONCRETE (STORM MATERIAL) $21,862.8E STORM CRETEX (STORM MATERIAL) $3,429.41 CASTINGS ESS BROS (STORM MATERIAL) $6,566.31' POLY PIPE MINNESOTA PIPE 36" SDR11 PIPE $85,336.1$ SAND BAGS SAFETY SIGN (FOR POLY) $431.25 TESTBALL GARY CARLSON EQ (RENT REPLACEMENT) $1,012.32 CABLES OLSEN CHAIN & CABLE (SHACKLE &SLING) $1,374.05 6/24 CEMSTONE READY MIX $671.55 6124, 6/30 AVR INC READY MIX $3,174.27 TOTAL THIS FAG E $604,319.26 CONTINUED ON NEXT PAGE TERMS:A FINANCE CHARGE OF 1-1/2%PER MONTH(18%PER ANNUM)WILL BE MADE ON BALANCE 30 DAYS PAST DUE 1-� 4 x INVOICE - - - NORTHWEST ASPHALT, INC. INVOICE DATE CUSTOMER NO- INVOICE NUMBER ASPMAL7 INC 1451 Stagecoach Road Shakopee, MN 55379 6/30/14 4216 36624 P.O.NUMPER WORK ORDER NO. JOB NO. PHONE (952)445-1003 FAX(952)445-1056 4216 CARTER SCHULTZE, SR. ENGINEER BURR RIDGE STORM SEWER CITY OF EDEN PRAIRIE EMERGENCY REPAIR 8080 MITCHELL ROAD EDEN PRAIRIE, MN 65344 TE DESCRIPTION 952.949.8550 AMOUNT PARTIAL BILLING #3 FOR PAY APPLICATION #2 FOR WORK COMPLETED 611114 THRU 6/30114: "WE DECLARE UNDER PENALTY OF PERJURY THAT THIS ACCOUNT, CLAIM OR DEMAND IS JUST AND CORRECT AND THAT NO PART OP IT HAS BEEN PAID" TOTAL PREVIOUS PAGE $604,319.26 ON SITE SANITATION PORTABLE RENTAL $161.46 COMPACTOR HAYDEN MURPHY CA152 RENTAL _ _ $4,177.89 1 BACKHO U 360 RELVTAL =� _ BACKHOE RMS KOMATSU 360 RENTAL REPLACEMENT $14,675,23 RUBBLE BARTON DISPOSAL FEE $40.00 6126, 6127 COMMERCIAL ASPHALT CO (HOT MIX) $3,757.10. CHAIN SAW BURNSVILLE CROWN RENTAL $662,03 LIGHT TOWERS BURNSVILLE CROWN RENTAL LIGHT TOWERS $1,981.81 PUMP/GEN NORTHERN DEWATERING INVOICE $47,689.00 M1SC HOME DEPOT CHARGES $3,676.01 RENTAL, MATERIAL, SUBS-NWA 15% OF COST $51,450.91 GRAND TOTAL OF ALL 5 PAGES $745,184.79 TERMS:A FINANCE CHARGE OF 1-112%PER MONTW(19%PER ANNUM)WILL BE MADE ON BALANCE 30 DAYS PAST DUE INVOICE c NORTHWEST ASPHALT, INC, INVOICE DATE - CUSTOMER NO. INVOICE+� NUMBER ' r6PMRLi 1Ni. 1451 Stagecoach Road 7,30i 14 42 16 36751 Shakopee, MN 55379 , - P_O.NUMBER WORK ORDER NO. JOB NO. PHONE(952) 445-1003 FAX(952)445-1056 4216 2 CARTER SCHULTZE, SR. ENGINEER BURR RIDGE STORM SEWER CITY OF EDEN PRAIRIE EMERGENCY REPAIR 8080 MITCHELL ROAD EDEN PRAIRIE, MN 55344 TE DESCRIPTION 952-949-9364 AMOUNT PARTIAL BILLING #4 FOR PAY APPLICATION #3 FOR WORK COMPLETE 7/1l14 THRU 7126/14 CUTOFF: "WE DECLARE UNDER PENALTY OF PERJURY THAT THIS ACCOUNT , CLAIM OR DEMAND IS JUS AND CORRECT AND THAT NO PART OF 1T HAS BEEN PAID" FOREMAN VEHICLE&TRAILER 82.00 HRS a[f7 $114.00 HR $9,348.00 FOREMAN SAT/WEEKDAY OT FACTOR 13.00 HRS @ $28.00 HR $364.00 LABORERS 61.00 HRS @ $81.00 HR $4,941.00 LABORERS SAT/WEEKDAY OT FACTOR 17.00 HRS a@ $23.00 HR $391.00 OPERATORS/SIDE/DUMP TRUCK DRIVERS 299 3/4 HRS © $85.00 HR $25,478.75 OPERATORS/ALL DRIVE SAT/WEEKDAY OT FACTOR 97 314 HRS @ $25.00 HR $2,443,75 LOWBOY DRIVER & TRUCK 9.00 FIRS @ $210.00 HR $1,890.00 BOOM TRUCK& DRIVER 2.00 HRS @ $161,00 HR $322.00 DUMP TRUCK -NO DRIVER 77 1!4 HRS @ $16.00 HR $1,236.00 TRL., SIDE DUMP TRL NO DRIVER 87.00 HRS @ $26.00 HR $2,262.00 D-115 CAT D6 DOZER NO OPERATOR 10.00 HRS @ $111.00 HR $1,110.00 B-81 SKIDLOADER NO OPERATOR 85 112 HRS [iu $47,00 HR $4,018.50 D-119 CAT D5 DOZER NO OPERATOR 12.00 HRS @ $96.00 HR $1,152.00 T-13 CONTRACTOR DUMP TRUCK NO OPER. 2.00 HRS @ $28.00 HR $56.00 M-25 HYDRO SEEDER NO OPERATOR 2.00 HRS [7a $65.00 HR $130.00 T-20 TWO TON DUMP NO OPERATOR 1.00 HR @ $28.00 HR $28.00 MATERIALS & NWA YARD ISSUES RECYCLE AGGREGATE (7/8 1 LD) 17.00 TON @ $6.25 TON $106.25 DISPOSAL FEES (717 1 LD-719 1 LD-7114 2 LDS) 4.00 LDS @ $40.00 LD $160.00 TOP SOIL! EDEN PRAIRIE ROAD 6 LOADS NO CHARGE $0,00 LOAD TOPSOIL/FROM EDEN PRAIRIE ROAD (6 LDS-84CY) 84.00 CY @ $1.25 CY $105.00 270 SEED MIX 50 16 BAGS 7/15 2.00 BAGS @ $116.90 BAGS $233.80 HYDRO MULCH BALES 7/15 5.00 EA o@ $16.25 EA $81.25 STRAW BIOLOG 7/19 26 EA @ 20 LF 26.00 EA @ $24.61 EA $639.86 WOOD POSTS 7/19 130,00 EA © $0.86 EA $111.80 TOTAL THIS PAGE $56,608.96 TERMS:A FINANCE CHARGE OF 1-112%PER MONTH(1 B%PER ANNUM)WILL BE MADE ON BALANCE 9O DAYS PAST DUE IV I } INVOICE NORTHWEST ASPHALT, INC, INVOICE DATE CUSTOMER NO. INVOICE NUMBER a •�*'��a 1451 Stagecoach Road 7/30/14 4216 36751 Shakopee, MN 55379 P,O.NUMBER WORK ORDER NO. JOB NO. PHONE (952)445.1003 FAX(952) 445-1056 4216 CARTER SCHULTZE, 5R_ ENGINEER BURR RIDGE STORM SEWER CITY OF EDEN PRAIRIE EMERGENCY REPAIR 8080 MITCHELL ROAD EDEN PRAIRIE, MN 55344 IL DESCRIPTION 952-949.8360 AMOUNT PARTIAL BILLING #4 FOR PAY APPLICATION #3 FOR VVO1 K COMPLETED 7/1/14 THRU 7/26/14 CUTOFF: "WE DECLARE UNDER PENALTY OF PERJURY THAT THIS ACCOUNT , CLAIM OR DEMAND IS JUST AND CORRECT AND THAT NO PART OF IT HAS BEEN PAID" TOTAL FROM PREVIOUS PAGE $56,608.96 ON SITE SANITATION $80.73 BROCKWHITE 7/1 GEOTEX FABRIC $961.88 TERRY BROS MOON VALLEY SAND 6/30, 7/1 $5,068.07 TWIN CITY OUTDOORS TRUCK RENTAL 6130, 7/1 IN JUNE DOUBLE K TRUCK RENTAL 6130,Y11 IN JUNE AK TRUCK RENTAL 6/30, 711 IN JUNE MARTIN MARRIETTA RIP RAP 712, 7/3 IN JUN MARTIN MARRIETTA RIP RAP 7/7, 718, 7/9 $23,949.4. SHAW TRUCKING RIP RAP HAUL 7/2, 7/3 IN JUN. SHAVV TRUCKING RIP RAP HAUL 717, 718, 719 $8,772.01 MBE TRUCK RENTAL INCLUDES MOON VALLEY TOPSOIL 7110 $4,537.7 HOME DEPOT CHARGE 7/14 $138.3 A KELLY'S TRUCK RENTAL 7118 TOPSOIL NEIGHBOR $445.00 SMSC TOPSOIL 7/18 NEIGHBOR $1,070.89 WEISER CONCRETE IMPACT BASIN $10,927,97 QUALITY SWEEP 7/1, 7/11 $600.00 STAPF CONCRETE DRIVEWAY $8,550.00 MINN PIPE 12" MATERIAL $19,088.29 •,D_ApACHIN LIGHT TQWER RENTAL —� _ $342.00 'ROAD MACHINERY 360 KOMATSU RENTAL $12,594.09 •AD, MACHINERY 360 KOINIATSU REPAIRS $ • .2•F ACTION FENCE OST MATS$ NVOICE $680.00 ORTHERN DEWATERING REPAIR & LOST MATERIALS $18 753,77) MATERIAL 1 SUB SUBTOTAL $176,331.44 NWA 15% $26,449.72 $202,781.16 GRAND TOTAL $259,390.12 TERMS:A FINANCE CHARGE OF 1-1/2%PER MONTH(18W PER ANNUM)WILL BE MADE ON BALANCE 30 DAYS PAST DUE _ ? SEH EDEN PRAIRIE,MINNESOTA Burr Ridge Storm Sewer Emergency Repair IC No.13-5838 SEH NO.EDENP128297 Estimated Projected Remaining Project Costs Date:8/7/14 Revised: 8/12/14 G:\Public Works\Engineering\IC#S\1-ACTIVE Folders\5838-13 Burr Ridge Storm Sewer Repair\07 Project Costs-Funding\[Burr Ridge Project Costs-June 2014.xlsx]Change Order 1 Row Original 15% Adjusted Estimated Estimated Operation Number Description Unit Unit Price Markup Unit Price Quantity Cost Subtotal 1 Install Impact Structure 2 Backhoe Komatsu 400 HR $288.00 $288.00 16 $4,608.00 3 Backhoe Komatsu 400 HR $288.00 $288.00 16 _ $4,608.00 4 Loader 966 HR $199.00 $199.00 16 $3,184.00 5 Foreman Utility HR $114.00 $114.00 16 $1,824.00 6 Operator HR $85.00 $85.00 32 $2,720.00 7 Laborer HR $81.00 $81.00 32 $2,592.00 8 Mechanic HR $131.00 $131.00 8 $1,048.00 9 Crane HR $2,300.00 15% $2,645.00 1 $2,645.00 10 Traffic Control HR $100.00 $100.00 4 $400.00 11 $23,629.00 12 Restore Boulevards 13 Foreman HR $109.00 $109.00 1 $109.00 14 Labor HR $78.00 $78.00 5 $390.00 15 Operator HR $85.00 $85.00 5 $425.00 16 Bobcat HR $132.00 $132.00 5 $660.00 17 Topsoil CU YD $12.00 15% $13.80 40 $552.00 18 Truck with driver HR $100.00 $100.00 5 $500.00 19 Hydro seeders HR $250.00 $250.00 5 $1,250.00 20 $3,886.00 21 Cleanup Debris 22 Foreman HR $109.00 $109.00 3 $327.00 23 Labor HR $78.00 $78.00 10 $780.00 24 Operator HR $85.00 $85.00 10 $850.00 25 Bobcat HR $132.00 $132.00 10 $1,320.00 26 Truck HR $100.00 $100.00 10 $1,000.00 27 Dumping Fee LS $500.00 $500.00 1 $500.00 28 $4,777.00 29 Sheet Pile Installation&Rip Rap 30 Foreman HR $109.00 $109.00 2 $218.00 31 Labor HR $81.00 $81.00 40 $3,240.00 32 Operator HR $85.00 $85.00 32 $2,720.00 33 Materials LS $15,000.00 15% $17,250.00 1 $17,250.00 34 Vibro hammer rental DAY $600.00 15% $690.00 1 $690.00 35 Backhoe Komatsu 300 HR $249.00 $249.00 16 $3,984.00 36 Loader 966 HR $199.00 $199.00 16 $3,184.00 37 Rip Rap CU YD $250.00 $250.00 75 $18,750.00 38 $50,036.00 39 Grade Bottom Slope _ 40 Foreman HR $109.00 $109.00 4 $436.00 41 Labor HR $78.00 $78.00 4 $312.00 42 Operator HR $85.00 $85.00 40 $3,400.00 43 Dozer D6 HR $196.00 $196.00 20 $3,920.00 44 Backhoe Komatsu 300 HR $249.00 $249.00 20 $4,980.00 45 Loader 950 HR $199.00 $199.00 20 $3,980.00 46 $17,028.00 Page 1 of 2 Row Original 15% Adjusted Estimated Estimated Operation Number Description Unit Unit Price Markup Unit Price Quantity Cost Subtotal 47 Grout Rip Rap 48 Foreman HR $109.00 $109.00 4 $436.00 49 Labor HR $78.00 $78.00 32 $2,496.00 50 Operator HR $85.00 $85.00 8 $680.00 51 Concrete CU YD $160.00 15% $184.00 125 $23,000.00 52 Pumper Rental HR $225.00 15% $258.75 8 $2,070.00 53 $28,682.00 54 Restore Haul Route 55 Foreman HR $109.00 $109.00 5 $545.00 56 Labor HR $78.00 $78.00 4 $312.00 57 Operator HR $85.00 $85.00 4 $340.00 58 Topsoil CU YD $12.00 15% $13.80 333 $4,595.40 59 Truck with driver HR $100.00 $100.00 30 $3,000.00 60 Seed LB $10.00 15% $11.50 50 $575.00 _ 61 Bio rolls LF $5.00 15% $5.75 180 $1,035.00 62 $10,402.40 63 Restoration and Landscaping 64 Foreman HR $109.00 $109.00 5 $545.00 65 Labor HR $78.00 $78.00 10 $780.00 66 Operator HR $85.00 $85.00 10 $850.00 67 Topsoil CU YD $12.00 15% $13.80 100 $1,380.00 68 Truck with driver HR $100.00 $100.00 13 $1,333.33 69 Seed LBS $10.00 15% $11.50 100 $1,150.00 70 Bio rolls LF $5.00 15% $5.75 550 $3,162.50 71 Trees EACH $600.00 15% $690.00 12 $8,280.00 72 _Lilacs EACH $100.00 15% $115.00 30 $3,450.00 73 Hydro seeding HR $250.00 $250.00 2 $500.00 74 Fiber Blanket SY $3.50 $3.50 2,500 $8,750.00 75 $30,180.83 76 Haul Out Equipment 77 Foreman HR $109.00 $109.00 4.00 $436.00 78 Lowboy HR $210.00 $210.00 20.00 $4,200.00 79 Boom Truck HR $161.00 $161.00 10.00 $1,610.00 80 $6,246.00 81 Mill and Overlay 82 Foreman HR $109.00 $109.00 10.00 _ $1,090.00 83 Mill,Truck,Trim, Broom SY $10.00 $10.00 667.00 $6,670.00 84 Paving TON $125.00 $125.00 119.00 $14,875.00 85 Contingency LS $3,000.00 $3,000.00 1.00 $3,000.00 86 $25,635.00 87 Driveways 88 Lift Station TON $150.00 $150.00 10.00 $1,500.00 89 11251 Driveway Removal SY $10.00 $10.00 111.00 $1,110.00 90 11251 Full bit driveway TON $150.00 $150.00 20.00 $3,000.00 91 $5,610.00 92 Contingency $30,000.00 93 $30,000.00 94 Total $236,112.23 $236,112.23 Page 2 of 2 CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: I.C. 14-5861 ITEM NO.: VIII.H. Carter Schulze Award Construction Contract for the City West Parkway Trail to Minnesota Public Works/Engineering Dirt Works Requested Action Move to: Adopt resolution awarding construction contract for I.C. 14-5861, City West Parkway Trail to Minnesota Dirt Works. Synopsis Sealed bids were received Thursday August 7, 2014, for this project. Four bids were received and are summarized in the attached Consultant Recommendation Letter. The low total bid in the amount of$340,809.20 was submitted by Minnesota Dirt Works. Staff has reviewed the bids and recommends awarding the contract for the project to Minnesota Dirt Works in the amount of $340,809.20. Background Information United HealthCare Service, Inc. petitioned the City of Eden Prairie to include this trail as an additional improvement to the Phase I improvements as defined within the terms of their amended assessment agreement (agreement) dated April 25, 2013. The total amount to be levied for the Phase I improvements is $12,540,000.00. Financial Implications The trail construction, engineering and easement acquisition costs will be included in the Phase I special assessment. Attachments • Resolution • Consultant Recommendation Letter CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA RESOLUTION NO. 2014- RESOLUTION ACCEPTING BID FOR THE CITY WEST PARKWAY TRAIL I.C. 14-5861 WHEREAS,pursuant to an advertisement for bids for the following improvement: I.C. 14-5861: City West Parkway Trail bids were received, opened and tabulated according to law. Those bids received are shown on the attached Consultant Recommendation Letter; and WHEREAS,the City Engineer recommends award of Contract to Minnesota Dirt Works as the lowest responsible bidder for the Total Bid. NOW,THEREFORE,BE IT RESOLVED by the Eden Prairie City Council as follows: The Mayor and City Manager are hereby authorized and directed to enter in a Contract with Minnesota Dirt Works in the name of the City of Eden Prairie, in the amount of $340,809.20, in accordance with the plans and specifications for work included in the Bid thereof approved by the Council and on file in the office of the City Engineer. ADOPTED by the Eden Prairie City Council on August 19, 2014. Nancy Tyra-Lukens, Mayor ATTEST: SEAL Kathleen Porta, City Clerk IN I ENGINEER?. D�FSNr;ryr14% Cousulling Group,Inc, August 11, 2014 SRF No. 8389 00120 Mr. Carter Schulze, PE Senior Project Engineer CITY OF EDEN PRAIRIE:; 8080 Mitchell Road Eden Prairie, MN 55344 SUBJECT: Col'WEST PARKWAY TRAIL AWARD RECOMIMENDATIc]N—CITY PROJECT No. 14-5861 Dear Mr. Schulze: Sealed bids were opened for the referenced project on Thursday, August 7, 2014, at the Eden Prairie City Council Chambers, 8080 Mitchell Road. A total of four (4) bids were received. All bids have been reviewed, checked and tabulated. The bids are summarized below in order of value: CONTRACTOR TOTAL BID 1. Minnesota Dirt Works, Inc. $340,809.20 2. Veit&Company, Inc. $448,580.25 3. Max Steininger, Inc. $449,591.62 4. Bituminous Roadways, Inc. $521,223.50 Engineer's Estimate $252,193.00 We recommend the Contract be awarded to the apparent low bidder Minnesota Dirt Works, Inc.,in the amount of$340,809.20 for the Total Bid. Please feel free to contact us with any questions or concerns regarding this project. Sincerely, SRF CONSULTING GROUP,INC. Zachary'{Adak,PE (MN) Associate Enclosure cc Becky Krugerud, SRF Consulting Group, Inc. Nttl r'nHP.I1APrryurr\N4N9\_C,arrtiponderrnv\Lateor\1JIINJlAwrrdlionamndalionl�Ilerdloex www.s rfconsulting.corn One Csrku„Parkway North.til'irr 15(1 I Minneapol}s,MN 55447-4443 1763.475.1)D1il l'av 763.475.24241 Air tI I III tl .y Einpin41or ENGINEER'S ESTIMATE ProjectNarne-RENAME By:SRF CONSULTING GROUP,Inc. MN DIRT WORKS,INC. VIET&COMPANY,INC. MAX STEININGER,INC. BITUMINOUS ROADWAYS,INC. ENGINEER'S ESTIMATE ITEM NO. ITEM DESCRIPTION UNIT QUANTITIES ESTIMATE ESTIMATE ESTIMATE ESTIMATE UNIT PRICE TOTAL AMOUNT UNIT PRICE TOTAL AMOUNT UNIT PRICE TOTAL AMOUNT UNIT PRICE TOTAL AMOUNT UNIT PRICE TOTAL AMOUNT 2021.501 MOBILIZATION LUMP SUM 1 $20,000.00 $20,000.00 $15,150.00 _ $15,150.00 $58,000.00 $58,000.00 $90,000.00 $90,000.00 $29,184.00 $29,184.00 - 2101.501 CLEARING ACRE 1.4 $2,500.00 $3,500.00 $5,000.00 $7,000.00 $5,800.00 $8,120.00 $5,303.96 $7,425.54 $12,137.00 $16,991.80 2101.506 GRUBBING ACRE 1.4 $2,500.00 $3,500.00 $5,000.00 $7,000.00 $5,800.00 $8,120.00 $5,303.96 $7,425.54 $12,137.00 $16,991.80 - 2104.501 REMOVE SEWER PIPE(STORM) LIN FT 80 $8.00 $640.00 $11.50 $920.00 $17.50 $1,400.00 $21.22 $1,697.60 $7.30 $584.00 2104.501 REMOVE CURB&GUTTER LIN FT 210 $5.00 $1,050.00 $4.10 $861.00 $3.60 $756.00 $8.67 $1,820.70 $5.60 $1,176.00 2104.501 REMOVE RETAINING WALL LIN FT 60 $60.00 $3,600.00 $17.25 $1,035.00 $21.40 $1,284.00 $17.68 $1,060.80 $44.50 $2,670.00 2104.501 REMOVE CHAIN LINK FENCE LIN FT 300 $5.00 $1,500.00 $3.10 $930.00 $2.85 $855.00 $5.30 $1,590.00 $6.10 $1,830.00 2104.503 REMOVE BITUMINOUS WALK SQ FT 1070 $3.00 $3,210.00 $0.50 $535.00 $0.50 $535.00 $1.84 $1,968.80 $0.50 $535.00 2104.505 REMOVE CONCRETE PAVEMENT SQ YD 10 $7.00 $70.00 $37.00 $370.00 $27.70 $277.00 $53.04 $530.40 $7.10 $71.00 2104.505 REMOVE BITUMINOUS PAVEMENT SQ YD 290 $3.00 $870.00 $3.50 $1,015.00 $3.70 $1,073.00 $17.69 $5,130.10 $4.40 $1,276.00 2104.509 REMOVE MANHOLE OR CATCH BASIN EACH 2 $370.00 $740.00 $340.00 $680.00 $475.00 $950.00 $265.20 $530.40 $607.00 $1,214.00 2104.509 REMOVE SIGN TYPE C EACH 5 $30.00 $150.00 $25.00 $125.00 $95.00 $475.00 $26.52 $132.60 $60.50 $302.50 2104.513 SAWING BIT PAVEMENT(FULL DEPTH) LIN FT 80 $3.00 $240.00 $4.25 $340.00 $3.00 $240.00 $5.97 $477.60 $4.30 $344.00 - 2104.523 SALVAGE LIGHTING UNIT EACH 1 $310.00 $310.00 $1,950.00 $1,950.00 $1,010.00 $1,010.00 $2,068.55 $2,068.55 $2,367.00 $2,367.00 2106.607 EXCAVATION-COMMON CU YD 4215 $15.00 $63,225.00 $17.05 $71,865.75 $19.10 $80,506.50 $23.72 $99,979.80 $28.00 $118,020.00 2106.607 EXCAVATION-SUBGRADE CU YD 60 $15.00 $900.00 $17.85 $1,071.00 $15.50 $930.00 $42.43 $2,545.80 $34.50 $2,070.00 2106.607 COMMON EMBANKMENT(CV) CU YD 366 $10.00 $3,660.00 $9.50 $3,477.00 $23.10 $8,454.60 $10.00 $3,660.00 $46.50 $17,019.00 2211.503 AGGREGATE BASE(CV)CLASS 5 CU YD 120 $25.00 $3,000.00 $45.60 $5,472.00 $42.50 $5,100.00 $46.55 $5,586.00 $35.50 $4,260.00 2360.501 TYPE SP 12.5 WEARING COURSE MIX(3,C) TON 20 $75.00 $1,500.00 $164.00 $3,280.00 $135.00 $2,700.00 $173.97 $3,479.40 $185.50 $3,710.00 2360.502 TYPE SP 12.5 NON WEAR COURSE MIX(3,B) TON 10 $60.00 $600.00 $171.40 $1,714.00 $135.00 $1,350.00 $182.35 $1,823.50 $185.50 $1,855.00 2402.585 PIPE RAILING LIN FT 60 $75.00 $4,500.00 $135.00 $8,100.00 $114.00 $6,840.00 $143.47 $8,608.20 $164.00 $9,840.00 2411.604 MODULAR BLOCK RETAINING WALL SQ YD 100 $200.00 $20,000.00 $560.00 $56,000.00 $626.00 $62,600.00 $428.98 $42,898.00 $903.00 $90,300.00 2501.515 12"RC PIPE APRON EACH 2 $550.00 $1,100.00 $900.00 $1,800.00 $1,550.00 $3,100.00 $2,121.59 $4,243.18 $825.00 $1,650.00 2503.541 12"RC PIPE SEWER DES 3006 CL V LIN FT 145 $30.00 $4,350.00 $48.35 $7,010.75 $68.60 $9,947.00 $37.13 $5,383.85 $42.50 $6,162.50 2506.501 CONST DRAINAGE STRUCTURE DESIGN SPEC 1 LIN FT 6.4 $225.00 $1,440.00 $365.00 $2,336.00 $587.00 $3,756.80 $631.17 $4,039.49 $728.00 $4,659.20 2506.501 CONST DRAINAGE STRUCTURE DESIGN SPEC 2 LIN FT 15.2 $300.00 $4,560.00 $360.00 $5,472.00 $472.00 $7,174.40 $403.10 $6,127.12 $546.00 $8,299.20 2506.503 RECONSTRUCT DRAINAGE STRUCTURE LIN FT 8 $480.00 $3,840.00 $400.00 $3,200.00 $1,040.00 $8,320.00 $265.20 $2,121.60 $570.00 $4,560.00 2506.516 CASTING ASSEMBLY EACH 4 $550.00 $2,200.00 $880.00 $3,520.00 $847.00 $3,388.00 $928.19 $3,712.76 $748.00 $2,992.00 2511.501 RANDOM RIPRAP CLASS III CU YD 9.4 $65.00 $611.00 $78.00 $733.20 $95.00 $893.00 $106.08 $997.15 $115.00 $1,081.00 2521.501 5"CONCRETE WALK-SPECIAL SQ FT 460 $10.00 $4,600.00 $12.75 $5,865.00 $6.60 $3,036.00 $10.34 $4,756.40 $7.80 $3,588.00 2521.511 3"BITUMINOUS WALK SQ FT 4180 $5.00 $20,900.00 $1.70 $7,106.00 $2.35 $9,823.00 $1.79 $7,482.20 $1.75 $7,315.00 2531.501 CONCRETE CURB&GUTTER DESIGN B612 LIN FT 110 $18.00 $1,980.00 $28.00 $3,080.00 $37.50 $4,125.00 $34.47 $3,791.70 $40.00 $4,400.00 2545.511 LIGHTING UNIT TYPE A EACH 2 $2,650.00 $5,300.00 $6,500.00 $13,000.00 $11,150.00 $22,300.00 $6,895.14 $13,790.28 $7,889.00 $15,778.00 2545.515 LIGHT FOUNDATION DESIGN E MODIFIED EACH 2 $770.00 $1,540.00 $850.00 $1,700.00 $3,280.00 $6,560.00 $901.67 $1,803.34 $1,032.00 $2,064.00 2545.523 1"NON-METALLIC CONDUIT LIN FT 181 $6.00 $1,086.00 $10.00 $1,810.00 $5.75 $1,040.75 $10.61 $1,920.41 $12.00 $2,172.00 2545.531 UNDERGROUND WIRE 1 COND NO6 LIN FT 92 $1.00 $92.00 $10.00 $920.00 $4.70 $432.40 $10.61 $976.12 $12.00 $1,104.00 2545.531 UNDERGROUND WIRE 1 COND NO 10 LIN FT 631 $1.00 $631.00 $5.00 $3,155.00 $3.00 $1,893.00 $5.30 $3,344.30 $6.10 $3,849.10 2545.602 INSTALL LIGHTING UNIT EACH 1 $400.00 $400.00 $4,500.00 $4,500.00 $1,347.00 $1,347.00 $4,773.55 $4,773.55 $5,462.00 $5,462.00 2557.501 WIRE FENCE DESIGN 60V-9322 LIN FT 150 $15.00 $2,250.00 $22.15 $3,322.50 $20.00 $3,000.00 $26.52 $3,978.00 $56.50 $8,475.00 2563.601 TRAFFIC CONTROL LUMP SUM 1 $10,000.00 $10,000.00 $2,900.00 $2,900.00 $2,225.00 $2,225.00 $2,492.85 $2,492.85 $22,500.00 $22,500.00 2571.501 CONIFEROUS TREE 7'HT B&B TREE 16 $450.00 $7,200.00 $550.00 $8,800.00 $690.00 $11,040.00 $615.26 $9,844.16 $1,456.00 $23,296.00 2571.502 DECIDUOUS TREE 1.5"CAL B&B TREE 67 $300.00 $20,100.00 $525.00 $35,175.00 $625.00 $41,875.00 $556.91 $37,312.97 $303.00 $20,301.00 2571.502 DECIDUOUS TREE 3"CAL B&B TREE 4 $360.00 $1,440.00 $650.00 $2,600.00 $800.00 $3,200.00 $721.34 $2,885.36 $570.00 $2,280.00 - 2571.502 DECIDUOUS TREE 4"CAL B&B TREE 1 $400.00 $400.00 $1,000.00 $1,000.00 $1,190.00 $1,190.00 $1,060.79 $1,060.79 $1,335.00 $1,335.00 2571.502 DECIDUOUS TREE 4.5"CAL B&B TREE 7 $450.00 $3,150.00 $1,000.00 $7,000.00 $1,415.00 $9,905.00 $1,272.95 $8,910.65 $1,912.00 $13,384.00 2571.502 DECIDUOUS TREE 5"CAL B&B TREE 5 $500.00 $2,500.00 $1,500.00 $7,500.00 $1,775.00 $8,875.00 $1,591.18 $7,955.90 $2,458.00 $12,290.00 2571.505 DECIDUOUS SHRUB NO 5 CONT SHRUB 19 $40.00 $760.00 $85.00 $1,615.00 $100.00 $1,900.00 $90.17 $1,713.23 $67.00 $1,273.00 2573.502 SILT FENCE,TYPE MS LIN FT 320 $2.00 $640.00 $3.90 $1,248.00 $2.65 $848.00 $2.07 $662.40 $2.40 $768.00 2573.505 FLOTATION SILT CURTAIN TYPE STILL WATER LIN FT 280 $30.00 $8,400.00 $20.00 $5,600.00 $22.80 $6,384.00 $15.38 $4,306.40 $9.70 $2,716.00 2573.53 STORM DRAIN INLET PROTECTION EACH 4 $150.00 $600.00 $200.00 $800.00 $167.00 $668.00 $265.20 $1,060.80 $152.00 $608.00 ENGINEER'S ESTIMATE ProjectNarne-RENAME By:SRF CONSULTING GROUP,Inc. ENGINEER'S ESTIMATE MN DIRT WORKS,INC. VIET&COMPANY,INC. MAX STEININGER,INC. BITUMINOUS ROADWAYS,INC. ITEM NO. ITEM DESCRIPTION UNIT QUANTITIES ESTIMATE ESTIMATE ESTIMATE ESTIMATE UNIT PRICE TOTAL AMOUNT UNIT PRICE TOTAL AMOUNT UNIT PRICE TOTAL AMOUNT UNIT PRICE TOTAL AMOUNT UNIT PRICE TOTAL AMOUNT 2574.508 FERTILIZER TYPE 3 POUND 30 $0.60 $18.00 $1.00 $30.00 $6.00 $180.00 $1.33 $39.90 $2.40 $72.00 2574.508 FERTILIZER TYPE 4 POUND 120 $0.60 $72.00 $1.00 $120.00 $6.00 $720.00 $1.38 $165.60 $3.60 $432.00 2575.501 SEEDING ACRE 0.8 $150.00 $120.00 $600.00 $480.00 $4,750.00 $3,800.00 $331.50 $265.20 $6,918.00 $5,534.40 2575.502 SEEDING MIXTURE 35-241 POUND 30 $20.00 $600.00 $15.00 $450.00 $51.50 $1,545.00 $16.18 $485.40 $12.00 $360.00 2575.505 SODDING TYPE SALT TOLERANT SQ YD 380 $4.00 $1,520.00 $10.00 $3,800.00 $17.60 $6,688.00 $10.60 $4,028.00 $9.10 $3,458.00 2575.511 MULCH MATERIAL TYPE 3 TON 2 $5.00 $10.00 $400.00 $800.00 $445.00 $890.00 $556.91 $1,113.82 $425.00 $850.00 2575.519 DISK ANCHORING ACRE 0.8 $60.00 $48.00 $150.00 $120.00 $176.00 $140.80 $331.50 $265.20 $1,335.00 $1,068.00 2575.523 EROSION CONTROL BLANKETS CATEGORY 3 SQ YD 760 $1.25 $950.00 $1.25 $950.00 $2.65 $2,014.00 $1.54 $1,170.40 $3.00 $2,280.00 2582.502 4"SOLID LINE WHITE-EPDXY LIN FT 20 $1.00 $20.00 $120.00 $2,400.00 $139.00 $2,780.00 $8.59 $171.80 $9.80 $196.00 TOTAL OF BID $252,193.00 $340,809.20 $448,580.25 $449,591.62 $521,223.50 CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: IC 11-5793 ITEM NO.: VIII.I. Public Works/Engineering Reject Bid for the Landscape Project for Mary Krause CSAH No. 1 (between Flying Cloud Dr. and Shetland Rd.) Requested Action Move to: Reject the bid for the landscape project for CSAH No.1 between Flying Cloud Drive and Shetland Road. Synopsis Sealed bids were received Thursday August 7, 2014 for this project. One bid was received in the amount of$194,395 from Hoffman &McNamara, which is 32% over the consultant's estimate. The estimated cost established by SRF Consulting Group is $147,236. SRF Consulting Group's recommendation letter is attached. Based on the combined factors of receiving only one bid and that the bid being substantially higher than the estimate, Staff recommends rejecting the bid and rebidding the project in 2015. Background Information Hennepin County substantially completed the roadway construction of CSAH No. 1 between Flying Cloud Drive and Shetland Road in 2011. The landscape project will be financed mainly through Hennepin County funds consistent with Construction Cooperative Agreement No. PW 16-49-07 between Hennepin County and the City of Eden Prairie. The agreement indicates that Hennepin County will pay for the landscaping project and associated engineering costs (18% of the landscaping costs)up to $198,240. With the current bid and engineering costs to date, the project is estimated at $228,200. Municipal State Aid funds may be used for any additional costs beyond the county's costs. Attachments SRF Consulting Group's Recommendation Letter ENGINEERS ' PLANNER S ❑ E51cNERS Memorandum Consulting Group,Inc. SRF No.0117484 To: Mary Krause Senior Project Engineer City of Eden Prairie From: Tim Wold, SRF Consulting Group Date: August 11, 2014 Subject: Pioneer Trail (CSAH 1) Landscape Enhancements Bid Analysis Bids were solicited for the Pioneer Trail (CSAH 1) Landscape Enhancements and received on August 7, 2014. The sole bid received was submitted by Hoffman & McNamara in the amount of $194,395.00, substantially higher than the estimate of $147,236.00. We have discussed the project with the bidding contractor and determined some of the factors contributing to high bid results and the limited number of bids received. • An abundance of work available to contractors in the current bid climate. • Timing of the bid period within the construction season given current work backlog. • Concerns related to obtaining unique plant material specified within the Cummins Grill Homestead. Recommendations Given the concerns noted above, it is our recommendation to reject the bid and rebid the project in early 2015. Please note that there is no guarantee that lower bids will be received through a rebidding process, though we believe that bidding within this timeframe will provide the opportunity for more contractors to prepare and submit bids, maximizing competition. Please provide direction as to how the City would like to proceed. Feel free to contact us with any questions you may have regarding this memorandum. We look forward to working with the City to bring this project to fruition. TW/gjd H:\Projects\7484\LA\DOC\7484_Bid Recommendation Memo_081114.docx www.srfconsulting.com One Carlson Parkway North,Suite 150 I Minneapolis,MN 55447-4443 1763.475.0010 Fax:763.475.2429 An Equal Opportunity Employer CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.J. Rick Wahlen Approve Purchase of Lift Station Panels Public Works/Utilities from IPS Requested Action Move to: Approve the purchase of new control panels for Lift Station No. 6 (Red Rock Lift) and Lift Station No. 7 (Bluffs West Lift) for a combined total of$59,796. Synopsis The City of Eden Prairie Utilities Division obtained quotes from three competent electrical panel builders for the new controls required in the rehabilitation of Lift Station No. 6 at 15688 Village Woods Drive, and for the repairs needed a Lift Station No. 7 at 11212 Burr Ridge Lane. The low quote of$29,894 per panel was offered by Integrated Process Solutions, Inc. (IPS). Staff recommends the City Council purchase the panels from least-cost supplier. The purchase will be paid from the wastewater utility fund. Background Information Each year, Eden Prairie Utilities has planned the major maintenance and upgrade of one of our 21 lift stations. Doing this major maintenance work on a 21-year schedule ensures the systems are removed, inspected, replaced, and upgraded as necessary on a consistent basis before they have an opportunity to completely fail. Annually, we visit each lift station in the fall to completely go through the mechanical functions of the system and perform any needed repairs to the pumps and controls. Lift Station No. 6 is on this program of rehabilitation, and the control panel can be purchased directly by the city rather than through the general contractor to save expense. The other panel needed is for the lift station adjacent to the Burr Ridge property that was demolished this year. That system has been in need of electrical upgrade for several years, as it had a panel that was very out-dated and the additions of equipment to the cabinet had completely filled the available space. It made good fiscal sense to combine purchases with the Lift Station No 6. project to save cost. All costs for the improvement project will be paid from the wastewater utility fund. Attachment Bid Tabulation Eden Prairie Lift Stations RFPs Due 3:00 PM Central, Aug. 7th 2014 L N r C O � N EC_ w G U Li o N 0 CO A � O a 2 Delivery Time Contractor is ° Bluffs West Lift Station Red Rock Lift Station (NTP Notice to Proceed) ICS ✓ ✓ $36,958.00 $36,958.00 Sept. 30 2014 2 IPS ✓ ✓ $29,894.00 $29,894.00 5 weeks after NTP 3 WME ✓ ✓ 34,450.00 34,450.00 10 weeks after NTP ;�,I 11E25 Advanced Engineering and Environmental Services, Inc. Water Tower Place Business Center 6901 E. Fish Lake Rd. Maple Grove, MN 55369 Tel: 763-463-5036 Fax: 763-463-5037 CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.K. Contract with Microsoft for Windows Server Kristi Etter, IT Manager Datacenter Edition through the State contract Requested Action: Move to: Approve contract to update Microsoft Windows server licenses through the current State of Minnesota Agreement 01E61724. Synopsis: This is a 3-year contract to bring the City's Microsoft server licenses up to date. Originally, licenses were purchased as stand-alone licenses without software assurance. This has caused our currently environment to become out of compliance over time. The contract includes annual payments, price protection for the duration of the 3-year term, and Software Assurance which will prevent compliance issues in the future. The total investment will be $37,414 for 475 user CALs (number of computers on the city network) over three years. The payments will be split over the next three years as follows: 2014 - $11,000 2015 - $13,207 2016 - $13,207 At the end of the three years, licensing will still be paid annually; however, the cost will decrease substantially because we'll only be paying for software assurance. Background Information: Originally licenses were purchased as needed; however, now that the City is functioning on a VMware environment, moving to a data center license is required and will prevent future compliancy issues. Attachments Enterprise Agreement with Microsoft and SHI(vendor) quote for license cost Hello Janelle, Below is the quote you requested. Please let me know if you have any questions. Thank you, Rachel 6fijoilli ' Pricing Proposal Quotation#: 8269009 Description: Microsoft Quote Created On: Jul-11-2014 Valid Until: Jul-31-2014 MN LOGIS Inside Account Manager Janelle Rients Rachel Hayes 5750 Duluth Street 290 Davidson Avenue Golden Valley Somerset,NJ 08873 MV Phone:732-652-4750 55422 Fax: 732-652-4751 Phone:(763)543-2623 Email: Rachel_Hayes@shi.com Fax: (763)543-2699 Email: jrients@logis.org All Prices are in US Dollar(USD) Product Qty Your Price Total 1 Microsoft Windows Server Datacenter Edition-License&software assurance-2 3 $1,925.00 $5,775.00 processors-Select,Select Plus-Single Language Microsoft-Part#:P71-07304 Coverage Term: —Feb-28-2015 Note:Year 1 2 Microsoft Windows Server Datacenter Edition-License&software assurance-2 3 $2,344.00 $7,032.00 processors-Select,Select Plus-Single Language Microsoft-Part#:P71-07304 Coverage Term: Mar-01-2015—Feb-28-2016 Note:Year 2 3 Microsoft Windows Server Datacenter Edition-License&software assurance-2 3 $2,344.00 $7,032.00 processors-Select,Select Plus-Single Language Microsoft-Part#:P71-07304 Coverage Term: Mar-01-2016—Feb-28-2017 Note:Year 3 4 Microsoft Windows Server-License&software assurance- 1 user CAL-Select, 475 $11.00 $5,225.00 Select Plus-Single Language Microsoft-Part#: R18-00130 Coverage Term: —Feb-28-2015 Note:Year 1 5 Microsoft Windows Server-License&software assurance- 1 user CAL-Select, 475 $13.00 $6,175.00 Select Plus-Single Language Microsoft-Part#: R18-00130 Coverage Term: Mar-01-2015—Feb-28-2016 Note:Year 2 6 Microsoft Windows Server-License&software assurance- 1 user CAL-Select, 475 $13.00 $6,175.00 Select Plus-Single Language Microsoft-Part#: R18-00130 Coverage Term: Mar-01-2016—Feb-28-2017 Note:Year 3 Total $37,414.00 Additional Comments *Please email all quote requests to QuotesMN@SHI.com* *Please email all order requests to OrdersMN@SHl.com OR fax 732-564-8280* Retrieve your quote: https://www.shi.com/Quotes/Quoteinfo.asox The Products offered under this proposal are subject to the SHI Return Policy unless there is an existing agreement between SHI and the Customer. 2013-07-27 City of Eden Prairie United States CC: SHI International Corp. Acceptance of your Microsoft®Select Plus Affiliate Registration Public Customer Number: 54452373 Agreement Number: 6211966 Dear Customer, Thank you for selecting the Microsoft®Select Plus Agreement for your organization.We hope that you will find it a cost-effective solution for managing your business's software needs going forward. The purpose of this letter is to advise you that your Select Plus Affiliate Registration is accepted and processed by Microsoft.Please find below a brief introduction to various aspects of your Licensing Agreement,all of which are designed to help you manage your software licenses during the course of your Agreement.In addition,please refer to the table overleaf for a summary of your Licensing Agreement details and terms. Microsoft Volume Licensing Service Center(VLSC)Web site.The Microsoft Volume Licensing Service Center (VLSC)is an online tool that makes it easy for you to manage Microsoft Volume Licensing program agreements, download licensed products,and access volume license keys-all in one place.The VLSC offers key benefits for licensed software management including: • Reporting.View current and historical reporting across programs and agreements that includes key dates, contact information,order confirmations,and your license summary. • Product Downloads.Download software through a simple,secure user interface.VLSC makes it easy for you to find the right product,based on your licensing entitlements.If you have chosen physical media delivery in addition to the software download option,your Welcome Kit,which contains product media and other licensing material,will be shipped via express delivery to the location specified on your enrollment.You can change this option to get faster access to software updates,save time and effort,and reduce your carbon footprint by opting in to Go Digital.To opt in to Go Digital and find out more information,visit:http://www.digitalbychoice.com/. • Volume License Product Keys(VLKs).Access your Volume License Keys including Multiple Activation Keys(MAKs)and Key Management Server(KMS)keys.VLKs are issued to your company for your exclusive use.VLSC makes it easy for you to request product keys for the Windows desktop operating system,enables retrieval of volume license keys for all Microsoft licensed products,and provides access to technical support. You agree to use your best efforts to keep a secure record of these product keys,which includes not disclosing these product keys to any unauthorized third party.More information on Volume License Product Keys is also available at:http://www.microsoft.com/licensing/resources/vol/default.mspx. • Software Assurance Benefits and Subscriptions Management.Access and manage your Software Assurance benefits and subscriptions for Online Services,Microsoft Developer Network(MSDN)and TechNet. VLSC User Access.Add and remove users plus manage your existing users by assigning permissions.Permissions include access to VLKs,product downloads,reporting, Software Assurance Benefits,MSDN and TechNet subscriptions,and Online Services. You will be receiving your VLSC welcome letter within 1 to 2 business days.This welcome letter will also be sent to your Software Assurance Manager, Subscription Manager,and Online Services Manager(as applicable to your enrollment).You can access the VLSC homepage directly at:https://www.microsoft.com/licensing/servicecenter/. Software Assurance-can help you get the most value from up-to-date technology with several key benefits that can save time and money.With Software Assurance's powerful combination of training,support and tools,and access to the latest software,your company can gain the flexibility it needs to keep your business edge.To review the Software Assurance Enhancements your organization is eligible for,simply log on to VLSC where details of your benefits are displayed. Contract Document Support Web Site-A public web site where you can find essential contract information such as product use rights,Product List,and other supporting documents to your contract. This site is located at http://www.microsoft.com/licensing/contracts Keeping your records up to date-If you are not the correct contact person for information and announcements regarding this Licensing Agreement,or should the contact person or any of the address details change in the future,please update your Channel Partner,SHI International Corp. Please note,during the course of your Licensing Agreement we will be contacting you from time to time to inform you about the status of your Licensing Agreement.Enclosed is a'Microsoft Notification Lifecycle Summary'that explains when you can expect to hear from us during the term of this Agreement. Finally,if you have any questions regarding your Agreement or the details overleaf,please contact your Channel Partner who will work with Microsoft on your behalf to resolve any queries you might have. We thank you for using Microsoft software,and we look forward to continuing to support your software needs in the future. Microsoft Notification Lifecycle Summary Letter Purpose Recipient Time On Acceptance of your Licensing Agreement Acceptance of your Confirmation of acceptance of Notices Contact of +3 days from Agreement Microsoft Agreement your Licensing Agreement. Affiliate Registration acceptance and processing (email) Includes information necessary for you to benefit from your Agreement Welcome to the Microsoft Provides you with registration Affiliate and Notices +1 day from Agreement Volume Licensing Service details for the VLSC web site, Contact of Affiliate acceptance and processing Center(VLSC)web site allowing you to view your Registration (email) licensing purchases online During the Lifecycle of your Licensing Agreement Microsoft Purchase Volume Reminder of the annual Notices Contact of 10 months after the Agreement Compliance Review review of your software Affiliate Registration start and anniversary dates Reminder Letter acquisitions to ensure that price level alignment continues to reflect actual software license acquisitions in each product pool Price Level Change Notification of adjustments to Affiliate and Notices At time of purchase that qualifies Notification price level qualification based Contact of Affiliate you for new price level. on purchases. Registration Welcome to Microsoft Registration details for Notices Contact of +3 days after order acc Developer Network MSDN Subscriptions(only Affiliate Registration and processing (MSDN) Subscriptions applicable if MSDN is purchased during the term of the agreement) Microsoft Volume License Agreement Summary Customer Name City of Eden Prairie Volume Licensing Program Select Plus Primary Contact Kristi Etter Notices Contact Kristi Etter Lead/Agreement Customer Name City of Eden Prairie Software Assurance Benefits Contact Kristi Etter MSDN Contact Kristi Etter Channel Partner SHI International Corp. Microsoft Business and Services Agreement 6211966 Number* Agreement Number** 6211966 Effective Date 2013-07-26 *Microsoft Business and Services Agreement(MBSA)number-the umbrella Agreement initiating you and your affiliates'relationship with Microsoft under the Volume License Program and covering common terms that remain constant throughout the duration of that relationship. The term of the MBSA is perpetual,unless terminated by either party. **Agreement number-the unique number assigned to your Select Plus Agreement that enables your organization to sign enrollments with Microsoft.. Software Assurance License Type Product/Pool Level Membership Pool Start Date Variable Applications D INo 2013-07-26 Variable Servers D No 2013-07-26 Variable (Systems ID No 2013-07-26 Thank You, Microsoft Volume Licensing Services Team This communication was sent from a non-monitored alias.Please do not reply.If you have questions concerning this communication,or the information contained therein,please contact your Microsoft channel partner for assistance. CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.L. Sue Kotchevar Approve an Advance from the Capital Finance Manager Improvement and Maintenance Fund to the Storm Drainage Fund in the amount of $1,571,704. Requested Action Move to: Approve an advance from the Capital Improvement and Maintenance Fund to the Storm Drainage Fund in the amount of$1,571,704. Synopsis Heavy rains caused the land on Burr Ridge Lane to give way and slide down into the Purgatory Creek Valley. This caused unexpected project costs of$1,571,704. The City plans to acquire a home in order to install a new storm water sewer system and stabilize the slope. The City had budgeted $500,000 for storm repair work in the area but due to the storm, project costs increased Background Information The City budgeted$500,000 for storm repair work in the area but due to the storm,project costs increased. The Storm Drainage Fund currently does not have adequate funding to pay for the project. To finance the project, staff recommends that$1,571,704 is advanced to the Storm Drainage Fund from the Capital Improvement and Maintenance Fund. The advance will be paid back over ten years at an interest rate of 1%. Attachment Project Summary Payment Schedule Burr Ridge Project Summary Vendor Work Amount SEH Design Work $ 200,000 Natural Environments Restoration Work $ 99,000 Northwest Asphalt Contract $ 300,000 Northwest Asphalt Contract Change Order $ 1,022,704 Purchase House $ 450,000 Total $ 2,071,704 Less Amount Planned for the project $ 500,000 Total $ 1,571,704 Burr Ridge Project Payment Schedule for Advance to Storm Drainage Fund Amount 1,571,704.00 Rate 0.010 Years 10 Total Principle Interest Balance Payment 2015 157,170.40 15,717.04 1,414,533.60 172,887.44 2016 157,170.40 14,145.34 1,257,363.20 171,315.74 2017 157,170.40 12,573.63 1,100,192.80 169,744.03 2018 157,170.40 11,001.93 943,022.40 168,172.33 2019 157,170.40 9,430.22 785,852.00 166,600.62 2020 157,170.40 7,858.52 628,681.60 165,028.92 2021 157,170.40 6,286.82 471,511.20 163,457.22 2022 157,170.40 4,715.11 314,340.80 161,885.51 2023 157,170.40 3,143.41 157,170.40 160,313.81 2024 157,170.40 1,571.70 0.00 158,742.10 Total 1,571,704.00 86,443.72 1,658,147.72 CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.M. Community Development: Encore Boutique Revised Lease— 8022 Den Janet Jeremiah/David Lindahl Road(Liquor Store#3 Building) Requested Council Action: Move to: Approve the First Amended Lease Agreement between the City of Eden Prairie and Jeneka, LLC for Encore Boutique located in the City owned commercial property located at 8022 Den Road. Synopsis: The City approved a seven-year lease with Encore Boutique in 2011 which included access to two bathrooms in the back common area behind the EP Liquor store. Encore has decided to build a new bathroom contiguous to their space and will no longer need to lease the back common area. The change reduces their rentable area by 283 square feet for a total of 3,379 square feet. The two existing bathrooms are no longer needed and will be removed and the remaining common area will be used for storage by the City's liquor operations. 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 City is now leasing the balance of space to Encore Boutique and Lotus Nails. Attachment: Lease FIRST AMENDED 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 FIRST AMENDED LEASE AGREEMENT THIS FIRST AMENDED LEASE AGREEMENT (this "Lease") is made as of this day of , 2014,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. This First Amended Lease Agreement supersedes and replaces in its entirety the Lease Agreement between Landlord and Tenant dated November 15,2011. 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 3,379 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." 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 January 1,2012 (the "Term Commencement Date"), and expiring at midnight on December 31, 2018, 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 $97,991 as Minimum Annual Rent and $8,166 as Minimum Monthly Rent. 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. Landlord 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 Tenant 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. A-1 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 Sq.Feet Sq.Ft. Rent Rent 1 2,530 $23.00 $4,849 $58,182 1 1,132 $13.80 $1,302 $15,627 Year One(2012) $6,151 $73,809 1 2,530 $23.00 $4,849 $58,182 .5 1,132 $13.80 $1,302 $7,813 .5 1,132 $23.00 $2,170 $13,022 Year Two(2013) $79,018 3 (Jan.through Aug.) 3,662 $25.00 $7,629 $61,032 3 (Sept.through Dec.) 3,379 $25.00 $7,040 $28,160 Year Three(2014) $89,192 4-5 3,379 $25.00 $7,040 $84,475 Years Four--Five(2015-2016) $168,950 6-7 3,379 $27.00 $7,603 $91,233 Years Six-Seven(2017-2018) $182,466 Complete Term $593,435 Option Term Lease Annual Year Sq.Ft Rent/SF Monthly Rent 8-10 3,379 $29.00 $8,166 $97,991 Total Years Eight-Ten(2019-2021) $293,973 Total First&Option Term $887,408 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. A-2 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: Tenant has paid to Landlord 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 Landlord to cover any and all costs associated with Tenant's failure to comply with conditions and/or requirements as set forth in this agreement.Within thirty (30) days of any lease termination, Landlord shall remit financial security deposit to Tenant less any withdrawals as deemed appropriate by Landlord. 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 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 A-3 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, 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. A-4 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 public 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 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 A-5 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 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 A-6 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, (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, or(iii)not shown on Exhibit A as space for another tenant of the Shopping Center. 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 $5.28 per square foot of the Premises (3,379), for a total of $17,841 per year, to be paid in advance, in equal monthly installments of$1,487 on or before the first day of each month. Section 5.04—Operating Costs: 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 A-7 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-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. Section 5.05—Estimated Operating Costs: 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. Section 5.06—Tenant's Pro Rata Share: Tenant's "Pro Rata Share" is .2589 (25.89%), which is calculated as follows: a fraction, the numerator of which is the Rentable Area of the Premises which is 3,379 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 13,051 square feet. Section 5.06-Actual Operating Costs: 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 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. A-8 Section 5.07—Accounting Year: 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 defined, 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 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, A-9 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, 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 A-10 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 of this Lease by Landlord. A-11 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. 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 A-12 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 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 A-13 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 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; A-14 (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 on which the Base Rent would have been payable under this Lease if this Lease were still in effect, and Landlord A-15 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. A-16 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. A-17 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. A-18 ARTICLE XIX. MISCELLANEOUS Section 19.01-Interpretation: This Lease contains the entire agreement between the parties hereto with respect to the matters contained 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 A-19 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. 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 A-20 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 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: Nancy Tyra-Lukens Its Mayor Its: Dated: By: Rick Getschow Its City Manager Dated: A-2 1 EXHIBIT"A"-SITE PLAN :' ., as, - -= V. I`�I-1Rvri LIRLIOR STM . 914 5F '=•4 dtp, AGOI 7 Ott : �SF 1. ,#/m. / WO �: f . i// r7�,H $D 8022 EDEN �� / 3�78 5F. /. — PRAIRIE soy spa 5. . /47/77,/ // t7 IAN /:'/„ . / r / war AlriS .„,_ / ri B-1 EXHIBIT"B"-LANDLORD'S WORK 1. Remove existing (old) carpet and tile flooring 2. Provide demising walls for leased premises, tape and float all interior walls. 3. Provide a minimum of 200 amp electrical service, with 120/208 volt, 3 phase, 4 wire service to panel, and provide separate natural gas service. 4. All demising walls between tenants and Tenant shall be insulated to minimize noise from any adjoining tenants. [As of the execution of this First Amended Lease, all of Landlord's Work is completed.] B-2 EXHIBIT"C"-TENANT'S WORK [As of the date of this First Amended Lease, all of Tenant's Work is completed.] C-1 CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: I.C. 11-5800 ITEM NO.: VIII.N. Leslie Stovring Approve Purchase of and Authorize Execution of a Purchase Agreement for Public Works/Engineering Wetland Bank Credits for the CSAH 61 South project Requested Action Move to: Approve purchase of wetland credits in an amount of$ 21,432.83 and authorize the Mayor and City Manager to execute the purchase agreement and such other documents necessary to consummate the transaction. Synopsis The City is purchasing wetland credits in connection with the Shady Oak South project. Wetland credits are necessary to replace wetland that is being filled as a result of the project. The credits are being purchased from Wetland Bank No. 1392 at a cost of$ 20,124.72 per credit plus fees of $1,308.11. The attached purchase agreement is the form recommended by Board of Water and Soil Resources. Background Information The southern segment of the Shady Road Improvements will provide additional capacity along Shady Oak Road and includes the widening and reconstruction of Shady Oak Road from approximately 800 feet north of Rowland Road to 600 feet east of Flying Cloud Drive. The proposed project will add turn lanes, trails and a median along Shady Oak Road in addition to reconstruction of the bridge over Hwy 212. The project will impact 0.525 acres of wetland that will need to be replaced at a ratio of 2 bank credits per acre filled(2:1). The Wetland Conservation Act(WCA) requires that the first half of the wetland bank purchase be made in the Seven County Metropolitan Area. Bank#1392 is in Carver County. The remaining portion will be withdrawn from the City's wetland bank in Sibley County. The Purchase Agreement is for the first half(0.525 acres) at a total cost of$21,432.83 ($20,124.72 for the purchase and $1,164.43 for a withdrawal). The withdrawal fee for the City bank credits will be $1,664.43 ($1,164.43 for the withdrawal and a once annual fee of$500 for use of the bank). The fees are payable to the Board of Water and Soil Resources. Attachments • Purchase Agreement • Application for Withdrawal of Wetland Credits Application for Withdrawal of Wetland Credits x s� from the Minnesota Wetland Bank 1. Credit User This space is for BWSR use only To be completed by the person or entity proposing to use the wetland credits. Debit Date: Name: Rod Rue, City Engineer Organization (if applicable): City of Eden Prairie Street Address: 8080 Mitchell Road City,State,Zip: Eden Prairie, MN 55344 Phone: 952-949-8314 E-Mail Address: rrue@edenprairie.org 2. Wetland Impact Information To be completed for the project with wetland impacts that this withdrawal is intended to replace. Project Name: CSAH 61 (Shady Oak Road) &TH 212 Phase II Wetland Impact Size(acres): 0.5250 County of Impact: Hennepin Replacement Ratio: 2:1 Impact Major Watershed #: 33 Total Replacement Required (acres): 1.05 Impact Bank Service Area: 9 LGU File#(if applicable): U.S. Army Corps Permit#(if applicable): Comments: By signature below,the prop -ed user of cred' attests that he/she owns or has purchased the credits identified in this application and has receive a••r al from the4p !cable regulatory authority(ies) P Credit User Signature: ° 1ARDater 3. Regulatory Approval/Authorization By signature below,the identified agency and authorized representative hereby certify that they have: a)verified that the subject wetland credits are deposited in the account of the owner/seller, b)approved a wetland replacement plan or similar agreement under their jurisdiction, and c)approve the proposed use of the wetland bank credits described herein. WCA LGU/Agency: E-mail address*: LGU Representative: Signature: Date: (for NRCS, USACE, etc. if applicable) Agency Name/Location: E-mail address*: Representative: Signature: Date: *Confirmation will be e-mailed when transaction is complete. BWSR Application for Withdrawal of Wetland Credits Form Rev 10/3/2013 Page 1 of 2 Application for Withdrawal of Wetland Credits from the Minnesota Wetland Bank 4. Withdrawal Information To be completed by seller of credits (account holder). Bank Service Area: 9 Account Number: 1392 County: Carver County Credit Subgroup Cost per Credit Number of Credits to Cost of Purchased Plant Community Type be Withdrawn (acre) Credits Letter (acre) z (acre=ft 143560) (cost per credit x number of credits) C Flow-through $38332.80 0.5250 $20124.72 $0.00 $0.00 $0.00 TOTAL 0.5250 :$20124,72 Enter County Fee Table: www.bwsr.state.mn.us/wetlands/2013 Fee Schedule.pdf from Table(county of 6.5% of sale price seller's bank) Above TOTAL x Transaction Fee(choose either amount) County Fee $1,308.11 $ 0.00 Attach check payable to Minnesota Board of Water and Soil Resources. By signature below I seller and holder of the aforementioned account in the State of Minnesota Wetland Mitigation Bank certify that: 1) The credits described in this application have been sold to the credit user or will be used for my own project; 2) I have received payment in full from the buyer(if applicable); 3) The credits described in this application have not been sold or used in any way to mitigate wetland losses other than for the project and location identified in the wetland impact information block on the previous page; 4) The credits described in this application should be withdrawn from my account;and 5) I will not have a negative balance of credits after the subject credits are debited from my account Seller Name(print): Seller Signature: Date: Seller e-mail": 1. The account holder of the credits is responsible for submittal of this form, containing signatures, to the BWSR Wetland Bank Administrator so the affected account can be properly debited. 2. No impacts to any wetland or other water resource may commence until the credits have been debited and a copy of this form with stamped debit date has been received by the regulatory authority(ies),the account holder, and the credit user. When this form is completed and all required signatures are obtained, send with the fee check to: Wetland Bank Administration Minnesota Board of Water and Soil Resources 520 Lafayette Road North Saint Paul, MN 55155 BWSR Application for Withdrawal of Wetland Credits Form Rev 10/3/2013 Page 2 of 2 PURCHASE AGREEMENT FOR WETLAND BANKING CREDITS THIS AGREEMENT is made this_ _day of , 2014 between Elroy Knauer (Seller) and_The City of Eden Prairie (Buyer). 1. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, the wetland banking credits (Credits) listed below: CREDITS TO BE SOLD Credit Acres or Wetland Plant Community Type3 Cost per Acre or State Fee Fee Sub- Sq. Ft. Circ. 39 Sq. Foot 6.5% Estimate Group' Type2 A. 0.065 B 0.145 3 Shallow Marsh $38,332.8 / 0.065 Acre C. 0.38 4 Deep Marsh $38,332.8 / 0.065 Acre D. 0.065 Totals 0.525 $20,124.72 $1,308.11 _❑ Check here if additional credit sub-groups are part of this account and are listed on an attachment to this document. 'A separate credit sub-group shall be established for each wetland or wetland area that has different wetland characteristics. 2Circular 39 types: 1, 1L,2,3,4,5,6,7,8,B,U. 3Wetland plant community type: shallow open water,deep marsh,shallow marsh,sedge meadow,fresh meadow,wet to wet-mesic prairie,calcareous fen,open bog or coniferous bog,shrub-carr/alder thicket,hardwood swamp or coniferous swamp,floodplain forest,seasonally flooded basin. See Wetland Plants and Plant Communities of Minnesota and Wisconsin(Eggers and Reed, 1997) as modified by the Board of Water and Soil Resources,United States Army Corps of Engineers.. 2. Seller represents and warrants as follows: a) The Credits are deposited in an account in the Minnesota Wetland Bank administered by the Minnesota Board of Water and Soil Resources (BWSR)pursuant to Minn. Rules Chapter 8420.0700-.0760. b) Seller owns the Credits and has the right to sell the Credits to Buyer. 3. Buyer will pay Seller a total of$ 20,124.72 for the Credits, as follows: a) $ 0 as earnest money, to be paid when this Agreement is signed; and Page 1 of 2 BWSR Form:wca-bank-12(purchase agreement).doc Revised 6/26/2014 b) The balance of$_20,124.72 to be paid on the Closing Date listed below. 4. [® ] Buyer, [❑ ] Seller agrees to pay to a withdrawal fee of$_1,308.11_to the State of Minnesota based on 6.5% of the agreed to purchase price. At the Closing Date, [®] Buyer, [❑ ] Seller will execute a check made out for this amount, payable to the Board of Water and Soil Resources. 5. The closing of the purchase and sale shall occur on_ , 20�(Closing Date) at . The Closing Date and location may be changed by written consent of both parties. Upon payment of the balance of the purchase price, Seller will sign a fully executed Application for Withdrawal of the Credits in the form specified BWSR,provide a copy of the Application for Withdrawal to the Buyer and forward the same to the BWSR along with the check for the withdrawal fee. 6. Buyer has applied or will apply to_ _(Local Government Unit(LGU) or other regulatory authority) for approval of a replacement plan utilizing the Credits as the means of replacing impacted wetlands. If the LGU has not approved the Buyer's application for a replacement plan utilizing the Credits by the Closing Date, and no postponement of the Closing Date has been agreed to by Buyer and Seller in writing, then either Buyer or Seller may cancel this Agreement by giving written notice to the other. In this case, Seller shall return Buyer's earnest money, and neither Buyer nor Seller shall have any further obligations under this Agreement. If the LGU has approved the replacement plan and the Seller is ready to proceed with the sale on the Closing Date,but Buyer fails to proceed, then the Seller may retain the earnest money as liquidated damages. (Signature of Seller) (Date) (Signature of Buyer) (Date) Page 2 of 2 BWSR Form:wca-bank-12(purchase agreement).doc Revised 6/26/2014 CITY COUNCIL AGENDA DATE: SECTION: Payment of Claims August 19 2014 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 233268—234036 Wire Transfers 1007986— 1008360 Wire Transfers 5101 —5131 June Purchasing Card Report City of Eden Prairie Council Check Summary 8/19/2014 Division Amount Division Amount General 154,105 315 Economic Development 988,632 100 City Manager 4,741 502 Park Development 3,483 101 Legislative 20,687 509 CIP Fund 9,357 102 Legal Counsel 52,008 512 CIP Trails 16,369 110 City Clerk 1,780 513 CIP Pavement Management 1,448 111 Customer Service 9,227 522 Improvement Projects 2006 7,465 112 Human Resources 204 526 Transportation Fund 1,363 113 Communications 13,239 527 CIP-Leasing Costs 2,992 114 Benefits&Training 25,456 528 Shady Oak Rd-CR 61 North 112,468 130 Assessing 1,786 529 Shady Oak Rd-CR 61 South 11,514 131 Finance 3,290 530 Pool Upgrade/Expansion 39,000 132 Housing and Community Services 27,176 531 Eden Prairie Road 171,160 133 Planning 12,818 533 Homeowner Improvement Area 11,709 136 Public Safety Communications 12,287 Total Capital Project Funds 1,376,958 137 Economic Development 304 138 Community Development Admin. 241 601 Prairie Village Liquor 302,626 150 Park Administration 57 602 Den Road Liquor 465,114 151 Park Maintenance 85,454 603 Prairie View Liquor 294,256 153 Organized Athletics 655 605 Den Road Building 7,126 154 Community Center 16,302 701 Water Fund 402,724 155 Beaches 3,005 702 Sewer Fund 74,366 156 Youth Programs 26,436 703 Storm Drainage Fund 404,667 157 Special Events 42,160 Total Enterprise Funds 1,950,879 158 Senior Center 4,406 159 Recreation Administration 12,069 803 Escrow Fund 20,109 160 Therapeutic Recreation 2,877 806 SAC Agency Fund 84,490 161 Oak Point Pool 20,288 807 Benefits Fund 1,213,533 162 Arts 14,236 809 Investment Fund 9,205 163 Outdoor Center 679 811 Property Insurance 222,669 164 Park Rental Facilities 252 812 Fleet Internal Service 269,655 168 Arts Center 4,799 813 IT Internal Service 244,008 180 Police 29,140 814 Facilities Capital ISF 32,209 183 Emergency Preparedness 2,593 815 Facilites Operating ISF 128,574 184 Fire 81,802 816 Facilites City Center ISF 123,651 186 Inspections 3,787 817 Facilites Comm.Center ISF 106,754 200 Engineering 5,541 Total Internal Service Funds 2,454,856 201 Street Maintenance 1,212,301 202 Street Lighting 64,314 Total General Funds 1,972,504 Report Total 8,188,911 301 CDBG 43,160 303 Cemetary Operation 58 304 Senior Board 431 308 E-911 10,767 309 DWI Forfeiture 713 312 Recycle Rebate 3,131 314 Liquor Compliance 1,500 Total Special Revenue Funds 59,760 427 2005 G.O.IMPR BONDS 350 431 G.O.Improvement Bonds 2006B 70,810 433 2007A Facility Lease-3rd Rink 28,518 439 G.O.Refunding Bonds 2011C 33,891 441 2012A G.O.Refunding Bonds 59,428 442 2012B G.O.Refund Capital Imp 525 443 2012C GO Perm Impr Ref Bonds 102,500 445 Cable PEG 77,933 Total Debt Service Funds 373,955 City of Eden Prairie Council Check Register 8/19/2014 Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233456 1,096,155 BITUMINOUS ROADWAYS INC Asphalt Overlay Street Maintenance Street Bituminous Overlay 1008033 270,594 EP CONSOLIDATED PROPERTIES LLC TIF Payment Project Fund TIF Payment 5111 251,873 CERIDIAN Federal Taxes Withheld Health and Benefits Taxes Withheld 5124 249,091 CERIDIAN Federal Taxes Withheld Health and Benefits Taxes Withheld 233700 245,500 HEALTHPARTNERS Accounts Receivable Health and Benefits Health/Dental Insurance Premium 5108 192,647 WELLS FARGO BANK MINNESOTA NA Interest 2012B GO Refund Capital Improv Bond Payment 1008118 171,044 NORTHWEST ASPHALT Improvement Contracts Eden Prairie Road Eden Prairie Rd Reconstruction 1008098 166,899 BOYER TRUCKS Autos Public Works Two New Trucks 233298 149,608 DOMINIUM TIF Payment Project Fund TIF Payment 5114 149,298 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION PERA Health and Benefits PERA 233391 147,097 TE MILLER DEVELOPMENT LLC TIF Payment Project Fund TIF Payment 5127 146,327 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION PERA Health and Benefits PERA 5115 145,600 GENESIS EMPLOYEE BENEFITS,INC HSA Health and Benefits Health Spending Account 233418 140,278 WINDSOR PLAZA LLC TIF Payment Project Fund TIF Payment 1008195 126,414 NORTHWEST ASPHALT Improvement Contracts Storm Drainage Burr Ridge Storm Sewer Repair 5101 122,187 MINNESOTA DEPT OF REVENUE Sales Tax Payable Facilities Operating ISF Sales&Use Taxes 233306 117,606 GENERAL GROWTH PROPERTIES INC TIF Payment Project Fund TIF Payment 233721 111,798 LEAGUE MN CITIES INS TRUST Insurance Property Insurance Insurance Premium 233392 104,767 TEALWOOD CARE CENTER TIF Payment Project Fund TIF Payment 5109 102,500 WELLS FARGO BANK MINNESOTA NA Interest 2012C GO Penn Impr Ref Bonds Bond Payment 233995 99,000 NATURAL ENVIRONMENTS CORP Improvement Contracts Storm Drainage 233723 94,296 LEAGUE MN CITIES INS TRUST Insurance Property Insurance 1008219 92,937 XCEL ENERGY Electric Traffic Signals 233954 83,500 HENNEPIN COUNTY COURT ADMINISTRATOR Right of Way&Easement Shady Oak Rd-CR 61 North 233963 80,166 IND SCHOOL DIST 272 Other Assets IT Capital 233332 66,543 MIDSTATES EQUIPMENT&SUPPLY Crack Filling Street Maintenance 233331 66,424 METROPOLITAN COUNCIL Other Revenue SAC Agency Fund 1008067 62,142 XCEL ENERGY Electric Outdoor Center 1008179 61,372 GREGERSON ROSOW JOHNSON&NILAN LTD Legal Rehab 233717 60,000 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie View Liquor Store 233532 56,851 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie View Liquor Store 233412 52,461 UNITED PROPERTIES TIF Payment Project Fund 5120 48,468 US BANK Repair&Maint.Supplies Utility Operations-General 233650 45,256 AVI SYSTEMS INC Other Assets Cable PEG 5113 39,430 ING Deferred Compensation General Fund 233847 38,924 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie View Liquor Store 1008209 38,752 THORPE DISTRIBUTING Liquor Product Received Den Road Liquor Store 233320 36,085 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie View Liquor Store 233476 34,154 COMPASS CONSULTANTS INC Miscellaneous IT Capital 233786 32,915 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Prairie View Liquor Store 1008130 32,914 XCEL ENERGY Electric City Hall-CAM 233970 31,698 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Den Road Liquor Store 1008207 31,210 SRF CONSULTING GROUP INC Design&Engineering Shady Oak Rd-CR 61 South 233986 30,942 MCF-LINO LAKES Other Contracted Services Street Maintenance 233726 30,395 MAGNEY CONSTRUCTION INC Maintenance Contracts Water Treatment Plant 233277 30,140 AVI SYSTEMS INC Other Assets Cable PEG Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1008264 29,253 LOGIS LOGIS IT Operating 233627 29,056 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Den Road Liquor Store 1008220 27,805 BAKER TILLY VIRCHOW KRAUSE LLP Software Maintenance IT Operating 233763 27,179 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Den Road Liquor Store 233996 25,463 NORTHERN AIR CORPORATION Contract Svcs-HVAC Fitness/Conference-Cmty Ctr 233875 25,000 RES SPECIALTY PYROTECHNICS INC Other Contracted Services July 4th Celebration 1008270 24,002 PARROTT CONTRACTING INC Equipment Repair&Maint Water System Maintenance 233855 23,891 MANSFIELD OIL COMPANY Motor Fuels Fleet Operating 233739 23,104 MOELTER GRAIN INC Lime Residual Removal Water Treatment Plant 233420 22,550 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Prairie View Liquor Store 5126 22,090 ING Deferred Compensation General Fund 233546 22,007 MANSFIELD OIL COMPANY Motor Fuels Fleet Operating 233979 21,675 LAND TITLE INC Refunds CDBG-Public Service 1008325 21,156 DIVERSE BUILDING MAINTENANCE Janitor Service Prairie Village Liquor Store 1008172 21,024 DIVERSE BUILDING MAINTENANCE Janitor Service Fitness/Conference-Cmty Ctr 233716 20,988 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Den Road Liquor Store 1008063 20,773 WALL TRENDS INC Contract Svcs-General Bldg Historical Buildings 1008030 20,580 DIVERSE BUILDING MAINTENANCE Janitor Service Arts Center 233421 20,402 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Prairie View Liquor Store 1008175 20,362 ENVIRONMENTAL PROCESS INC Other Contracted Services Facilities Capital 233898 19,985 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Prairie View Liquor Store 233860 19,902 MINNESOTA UI FUND Unemployment Compensation Organizational Services 233787 19,867 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Den Road Liquor Store 233844 19,810 J&N WEED HARVESTING INC Other Contracted Services Storm Drainage 233628 19,701 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Prairie Village Liquor Store 1008351 19,602 THORPE DISTRIBUTING Liquor Product Received Den Road Liquor Store 233880 19,518 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Prairie View Liquor Store 233639 19,362 ABM JANITORIALSERVICES-NORTH CENTRAL INC Cleaning Supplies Utility Operations-General 1008180 19,142 HANSEN THORP PELLINEN OLSON Design&Engineering Park Acquisition&Development 233822 18,826 FINLEY BROS INC Seal Coating Park Maintenance 233359 18,221 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Prairie Village Liquor Store 233472 18,021 CENTURYLINK Elevators IT Telephone 1008048 17,500 MOODY'S INVESTORS SERVICE Bond Issue Costs Pool Upgrade/Expansion 233417 17,295 WIKSTROM CONSTRUCTION LLC SAC-Sewer SAC Agency Fund 233423 17,295 ZEMAN CONSTRUCTION COMPANY SAC-Sewer SAC Agency Fund 234035 17,221 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Prairie View Liquor Store 233966 17,178 INFRATECH Equipment Repair&Maint Sewer System Maintenance 1008055 17,121 RELIAKOR SERVICES INC Sweeping Storm Drainage 233753 17,023 PRAIRIE PARTNERS SIX LLP Waste Disposal Prairie Village Liquor Store 233879 17,008 SOUTH METRO PUBLIC SAFETY TRAINING FACIL Other Contracted Services Public Safety Training Facilit 1008228 16,808 GREENSIDE INC Contract Svcs-Lawn Maint. City Hall-CAM 233984 16,628 LUBE-TECH ESI Equipment Repair&Maint Fleet Operating 233341 16,551 MOELTER GRAIN INC Lime Residual Removal Water Treatment Plant 1008059 16,197 THORPE DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 233598 16,125 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Den Road Liquor Store 233722 15,762 LEAGUE MN CITIES INS TRUST Insurance Property Insurance 233507 15,670 GRAYMONT Treatment Chemicals Water Treatment Plant 1008140 15,326 DAY DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 1008124 15,319 THORPE DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 234012 15,239 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Prairie View Liquor Store Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1008120 15,222 PARROTT CONTRACTING INC Equipment Repair&Maint Water System Maintenance 233575 15,207 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie Village Liquor Store 5112 14,936 ICMA RETIREMENT TRUST-457 Deferred Compensation General Fund 5125 14,871 ICMA RETIREMENT TRUST-457 Deferred Compensation General Fund 233437 14,071 ALTERNATIVE BUSINESS FURNITURE INC Capital Under$25,000 Fitness/Conference-Cmty Ctr 233673 13,733 COMMERCIAL ASPHALT CO Repair&Maint.Supplies CIP Trails 5105 13,619 RADIANT SYSTEMS Bank and Service Charges Prairie View Liquor Store 233754 13,280 PRAIRIEVIEW RETAIL LLC Advertising Prairie View Liquor Store 5102 13,211 LIFE INSURANCE COMPANY OF NORTH AMERICA Life Insurance EE/ER Health and Benefits 1008225 12,980 DAY DISTRIBUTING Liquor Product Received Prairie View Liquor Store 233972 12,207 KOLLMER CONSULTANTS INC Design&Engineering Water Capital 233840 12,055 IND SCHOOL DIST 272 Other Contracted Services Oak Point Operations 1008321 11,932 CENTERPOINT ENERGY SERVICES INC Gas Water Treatment Plant 233950 11,902 GRAYMONT Treatment Chemicals Water Treatment Plant 233828 11,891 GRAYMONT Treatment Chemicals Water Treatment Plant 1008162 11,834 WENCK ASSOCIATES INC Design&Engineering Storm Drainage 233311 11,746 GRAYMONT Treatment Chemicals Water Treatment Plant 1008258 11,568 EMERGENCY APPARATUS MAINTENANCE INC Equipment Repair&Maint Fire 233932 11,400 COMMERCIAL ASPHALT CO Repair&Maint.Supplies Street Maintenance 1008072 11,364 DAY DISTRIBUTING Liquor Product Received Prairie View Liquor Store 233765 11,350 SOUTHWEST SUBURBAN PUBLISHING-CLASSIFIED Printing Staring Lake Concert 1008018 11,283 BARR ENGINEERING COMPANY Other Contracted Services Storm Drainage Projects 233531 11,122 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie Village Liquor Store 233746 10,608 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie View Liquor Store 233773 10,530 TRANSPORT GRAPHICS Gravel Fire 233524 10,459 INDEPENDENT EMERGENCY SERVICES LLC Other Contracted Services E-911 Program 5106 10,212 US BANK-CREDIT CARD MERCHANT ONLY Bank and Service Charges Finance 233999 10,212 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie View Liquor Store 1008360 10,163 ZIEGLER INC Other Rentals July 4th Celebration 1007990 10,127 DAY DISTRIBUTING Liquor Product Received Prairie View Liquor Store 233980 10,000 LANDMARK REMODELING LLC Other Contracted Services Rehab 233969 9,675 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie View Liquor Store 233328 9,357 MASTER SPRINKLER SYSTEMS Other Contracted Services Capital Maint.&Reinvestment 233899 9,250 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Prairie View Liquor Store 1008316 9,173 BARR ENGINEERING COMPANY Design&Engineering Storm Drainage Projects 233319 9,111 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie View Liquor Store 233856 9,105 MARCO INC Other Contracted Services IT Telephone 1008161 9,052 VINOCOPIA Liquor Product Received Den Road Liquor Store 233846 8,723 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie View Liquor Store 5129 8,643 GENESIS EMPLOYEE BENEFITS,INC HSA General Fund 5107 8,633 GENESIS EMPLOYEE BENEFITS,INC HSA General Fund 5122 8,633 GENESIS EMPLOYEE BENEFITS,INC HSA General Fund 1008324 8,538 DAKOTA SUPPLY GROUP INC Merchandise for Resale Fire Station#4 233352 8,479 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie View Liquor Store 1008263 8,444 HANSEN THORP PELLINEN OLSON Other Contracted Services Sewer Capital 1008248 8,437 ADVANCED ENGINEERING&ENVIRONMENTAL SE Design&Engineering Water Treatment Plant 233325 8,280 LAVAN FLOOR COVERING Contract Svcs-General Bldg City Center Operations 233740 8,163 NORTHERN AIR CORPORATION Contract Svcs-Plumbing Water Treatment Plant 234034 8,028 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Den Road Liquor Store 233582 8,000 PROP Other Contracted Services Housing and Community Service Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233640 7,907 ADVANTUS CAPITAL MANAGEMENT INC Interest Investment Fund 233698 7,815 GRAYMONT Treatment Chemicals Water Treatment Plant 233289 7,791 COMMERCIAL ASPHALT CO Repair&Maint.Supplies Street Maintenance 1008348 7,750 SENIOR COMMUNITY SERVICES Other Contracted Services Housing and Community Service 1008038 7,678 HANSEN THORP PELLINEN OLSON Work In Progress Sewer Capital 233868 7,666 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie View Liquor Store 1008100 7,627 CDW GOVERNMENT INC. Computers IT Capital 233334 7,604 MIDWEST EXTERIORS PLUS INC Other Contracted Services Rehab 233764 7,542 SOUTHWEST SUBURBAN CABLE COMMISSION Dues&Subscriptions City Council 233874 7,509 RAINBOW PEST EXPERTS Other Contracted Services Homeowner Improvement Area 233841 7,509 IND SCHOOL DIST 272 Other Contracted Services Oak Point Lessons 1008187 7,473 LUBRICATION TECHNOLOGIES INC Lubricants&Additives Fleet Operating 234018 7,465 SUNRAM CONSTRUCTION Improvement Contracts Improvement Projects 2006 1008097 7,444 BIFFS INC Waste Disposal Park Maintenance 1008327 7,369 ESS BROTHERS&SONS INC Repair&Maint. Supplies Sewer System Maintenance 1008283 7,368 XCEL ENERGY Electric Forest Hills Park 233610 7,327 TITAN MACHINERY Machinery&Equipment Storm Drainage 233757 7,275 RAZMPOUR,BAHMAN Deposits Escrow 233351 7,087 PAUSTIS&SONS COMPANY Liquor Product Received Prairie View Liquor Store 1008034 6,933 ESS BROTHERS&SONS INC Repair&Maint.Supplies Storm Drainage 233495 6,702 EVOQUA WATER TECHNOLOGIES LLC Equipment Parts Water Treatment Plant 233302 6,615 EULL'S MANUFACTURING CO INC Repair&Maint.Supplies Sewer System Maintenance 1008165 6,553 A-SCAPE INC Contract Svcs-Lawn Maint. Fire Station#4 1008334 6,416 HAWKINS INC Treatment Chemicals Water Treatment Plant 233324 6,405 LANO EQUIPMENT INC Equipment Parts Public Works 1008181 6,393 HAWKINS INC Equipment Parts Water Treatment Plant 5128 6,365 GENESIS EMPLOYEE BENEFITS,INC HRA Health and Benefits 1008061 6,310 VAN PAPER COMPANY Cleaning Supplies Fitness/Conference-Cmty Ctr 233501 6,300 FRESHWATER HARVESTING INC Other Contracted Services Park Maintenance 233585 6,250 RIGHTLINE DESIGN LLC Other Contracted Services Communications 233707 6,065 HOISINGTON KOEGLER GROUP INC Other Contracted Services Planning 1008127 6,005 WALL TRENDS INC Building Repair&Maint. Park Shelters 233342 6,000 NATIONAL RESEARCH CENTER INC Other Contracted Services City Council 233363 6,000 STANDARD&POOR'S FINANCIAL SERVICES LLC Bond Issue Costs Pool Upgrade/Expansion 233539 6,000 LANDMARK REMODELING LLC Other Contracted Services Project Fund 233801 6,000 BADGER STATE INSPECTION LLC Design&Engineering Water Capital 233889 6,000 UNITED PROPERTIES LLC Deposits Escrow 234021 5,972 TNC INDUSTRIES INC Equipment Parts Utility Operations-General 1008023 5,855 CDW GOVERNMENT INC. Other Assets Fleet Operating 1008152 5,853 PAUL'S TWO-WAY RADIO Equipment Repair&Maint Public Safety Communications 1008214 5,849 WALL TRENDS INC Other Contracted Services Facilities Capital 1008266 5,845 METRO SALES INCORPORATED* Other Rentals IT Operating 233914 5,763 AVR INC Repair&Maint. Supplies Street Maintenance 233571 5,762 PAUSTIS&SONS COMPANY Liquor Product Received Den Road Liquor Store 233692 5,750 GEAR WASH LLC Protective Clothing Fire 233891 5,270 US POSTMASTER Postage Community Brochure 233776 5,269 UNITED STATES CONFERENCE OF MAYORS,THE Dues&Subscriptions City Council 1008095 5,200 A-SCAPE INC Contract Svcs-Lawn Maint. Den Bldg.-CAM 233934 5,157 CRETEX SPECIALTY PRODUCTS Repair&Maint.Supplies Storm Drainage 1008176 5,111 ESS BROTHERS&SONS INC Equipment Parts Storm Drainage Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233278 5,075 AVR INC Improvement Contracts Storm Drainage 233706 5,005 HOHENSTEINS INC Liquor Product Received Den Road Liquor Store 233736 5,000 MINNESOTA MUNICIPAL BEVERAGE ASSOCIATION Dues&Subscriptions Prairie Village Liquor Store 234011 5,000 SOUTHDALE YMCA YOUTH DEVELOPMENT PROGRAM Other Contracted Services Housing and Community Service 233449 4,947 AVR INC Improvement Contracts Storm Drainage 1008025 4,924 CERIDIAN Ceridian IT Operating 233345 4,815 NORTHERN LIGHTS DISPLAY Signs Round Lake Beach 1008342 4,737 METRO SALES INCORPORATED* Other Rentals IT Operating 1008216 4,660 WHEELER HARDWARE COMPANY Contract Svcs-General Bldg Prairie Village Liquor Store 233626 4,650 WINE MERCHANTS INC Liquor Product Received Den Road Liquor Store 233894 4,624 WAKE TONKA Instructor Service Camps 233658 4,605 BRYAN ROCK PRODUCTS INC Gravel Storm Drainage 233438 4,500 AMERICAN ARTSTONE COMPANY Signs Traffic Signs 233925 4,500 CARROL BALFANZ REALTY Other Contracted Services Den Road Building 233480 4,370 CRETEX SPECIALTY PRODUCTS Repair&Maint. Supplies Sewer System Maintenance 233615 4,351 VERIZON WIRELESS Wireless Subscription IT Operating 1008244 4,318 TITAN ENERGY SYSTEMS Contract Svcs-Fire/Life/Safe Fitness/Conference-Cmty Ctr 233293 4,200 CUSTOM DOOR SALES INC Other Contracted Services Homeowner Improvement Area 1008326 4,183 EMERGENCY APPARATUS MAINTENANCE INC Equipment Repair&Maint Fire 233526 4,144 INTERTECH INC Other Contracted Services IT Operating 233515 4,140 HENNEPIN COUNTY MEDICAL CENTER Training Supplies Fire 233701 4,135 HEALTHPARTNERS Health&Fitness Fire 233998 4,112 PAUSTIS&SONS COMPANY Liquor Product Received Prairie View Liquor Store 233504 4,085 GENERAL REPAIR SERVICE Equipment Parts Water Treatment Plant 1008256 4,080 DAKOTA SUPPLY GROUP INC Capital Under$25,000 Water Metering 1008275 4,064 THORPE DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 1008017 4,030 ASPEN WASTE SYSTEMS INC. Waste Disposal Utility Operations-General 1008108 4,017 GRAINGER Supplies-Plumbing City Hall-CAM 233795 4,013 ALTERNATIVE BUSINESS FURNITURE INC Capital Under$25,000 City Center Operations 1008102 3,887 CERIDIAN Ceridian IT Operating 233419 3,854 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store 233977 3,847 LAKE COUNTRY DOOR LLC Building Repair&Maint. Fire Station#3 1008123 3,784 STREICHERS Clothing&Uniforms Police 233301 3,730 EMERGENCY RESPONSE SOLUTIONS Small Tools Fire 1008178 3,655 GRAINGER Supplies-HVAC Utility Operations-General 1008322 3,599 CERIDIAN Ceridian IT Operating 233897 3,533 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store 1008249 3,531 BARR ENGINEERING COMPANY Other Contracted Services Storm Drainage 1008015 3,513 WENCK ASSOCIATES INC Design&Engineering Storm Drainage 233862 3,506 NATIONAL MARTIAL ARTS ASSOCIATION,INC Instructor Service Lesson Skills Development 1008332 3,493 GRAINGER Repair&Maint-Ice Rink Fitness/Conference-Cmty Ctr 1008345 3,488 PIONEER MANUFACTURING COMPANY Operating Supplies Park Maintenance 233313 3,475 HD SUPPLY WATERWORKS LTD Equipment Parts Water Capital 233955 3,410 HENNEPIN COUNTY MEDICAL CENTER Tuition Reimbursement/School Police 233655 3,350 BLUESTEM HERITAGE GROUP Other Contracted Services Heritage Preservation 233960 3,265 HOHENSTEINS INC Liquor Product Received Prairie Village Liquor Store 233886 3,250 TEENS ALONE Other Contracted Services Housing and Community Service 1008206 3,250 SHI CORP Software IT Operating 233839 3,220 IMPACT PROVEN SOLUTIONS Other Contracted Services Water Accounting 233554 3,203 MINNESOTA PIPE AND EQUIPMENT* Equipment Repair&Maint Water System Maintenance Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233292 3,187 CURRAN,LORI AND DENNIS Design&Engineering Storm Drainage 233800 3,154 AVR INC Seal Coating Storm Drainage 233923 3,112 BRYAN ROCK PRODUCTS INC Gravel Storm Drainage 1008129 3,080 WM MUELLER AND SONS INC Seal Coating Street Maintenance 233928 3,061 CENTURYLINK Elevators IT Telephone 233674 3,037 COMMUNITY ACTION PARTNERSHIP Refunds CDBG-Public Service 233785 3,036 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store 233871 3,000 POSTAGE BY PHONE RESERVE ACCOUNT Postage Customer Service 1008287 2,985 DAY DISTRIBUTING Liquor Product Received Prairie View Liquor Store 1008246 2,961 YOUNGSTEDTS COLLISION CENTER Equipment Repair&Maint Police 233362 2,947 SPORTS UNLIMITED Instructor Service Camps 233782 2,923 WELSH COMPANIES Other Contracted Services CIP-Leasing Costs 233339 2,874 MINNESOTA VALLEY ELECTRIC COOPERATIVE Electric Riley Lake 1008143 2,830 GREENSIDE INC Contract Svcs-Lawn Maint. Fire Station#1 233866 2,821 PAUSTIS&SONS COMPANY Liquor Product Received Prairie View Liquor Store 233389 2,794 SUNFLOWER MARKETING Clothing&Uniforms Tennis 233651 2,786 AVR INC Repair&Maint. Supplies Storm Drainage 1008054 2,783 PRAIRIE ELECTRIC COMPANY Capital Under$25,000 Concessions 1008323 2,781 DAIKIN APPLIED Contract Svcs-HVAC City Center Operations 233725 2,760 LOTUS PRINT GROUP Operating Supplies Fire 233708 2,695 HYDRO-VAC INC Equipment Repair&Maint Sewer System Maintenance 1008114 2,687 METRO SALES INCORPORATED* Other Rentals IT Operating 233690 2,680 FLAIR FOUNTAINS 02 Repair&Maint.Supplies Purgatory Creek Park 233344 2,667 NORTHERN AIR CORPORATION Contract Svcs-HVAC Pool Maintenance 233540 2,667 LANO EQUIPMENT INC Repair&Maint.Supplies Fleet Operating 233654 2,610 BETHEL UNIVERSITY Tuition Reimbursement/School Fire 1008029 2,581 DAIKIN APPLIED Contract Svcs-HVAC City Hall-CAM 233825 2,551 GENERAL PARTS Supplies-Plumbing Public Works/Parks 233958 2,530 HILDI INC Audit&Financial Finance 1008250 2,508 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 233641 2,495 ALADTEC INC Operating Supplies Fire 233942 2,464 ERICKSON ENGINEERING COMPANY LLC Design&Engineering Engineering 1008039 2,459 HAWKINS INC Treatment Chemicals Water Treatment Plant 233283 2,454 BUSINESS IMPACT GROUP Clothing&Uniforms Fire 1008290 2,450 GUNNAR ELECTRIC CO INC Other Contracted Services Park Maintenance 1008121 2,442 PRAIRIE ELECTRIC COMPANY Contract Svcs-Electrical Public Works/Parks 1008317 2,437 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 233657 2,431 BROCK WHITE COMPANY LLC Patching Asphalt CIP Trails 233713 2,415 INTERTECH INC Other Contracted Services IT Operating 1008111 2,400 KUSTOM SIGNALS INC Operating Supplies Police 233388 2,370 STATE FARM INSURANCE Reimbursement Facilities Operating ISF 233561 2,320 NORTHERN LIGHTS DISPLAY Signs Recreation Admin 1008128 2,315 WINE COMPANY,THE Liquor Product Received Den Road Liquor Store 234003 2,250 RICHARD ALAN PRODUCTIONS Other Contracted Services Special Initiatives 233696 2,248 GOPHER STATE ONE-CALL OCS-Leak Detection Utility Operations-General 1008217 2,221 WINE COMPANY,THE Liquor Product Received Den Road Liquor Store 1008065 2,221 WINE COMPANY,THE Liquor Product Received Prairie View Liquor Store 1008091 2,216 VINOCOPIA Liquor Product Received Den Road Liquor Store 1008185 2,174 KIDCREATE STUDIO Instructor Service Arts Center 233676 2,160 CONSTRUCTION MATERIALS INC Improvement Contracts CIP Trails Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233744 2,129 PAUSTIS&SONS COMPANY Liquor Product Received Prairie View Liquor Store 233509 2,112 GYM WORKS Equipment Repair&Maint Fitness Center 1008281 2,081 WINE COMPANY,THE Liquor Product Received Prairie View Liquor Store 233491 2,078 EMERGENCY RESPONSE SOLUTIONS Operating Supplies Fire 233576 2,062 PICHA GREENHOUSE Landscape Materials/Supp Park Maintenance 233869 2,040 PINE PRODUCTS INC Landscape Materials/Supp Park Maintenance 233520 2,034 HOHENSTEINS INC Liquor Product Received Prairie View Liquor Store 1008340 2,014 LITTLE FALLS MACHINE INC Equipment Repair&Maint Fleet Operating 233952 2,012 HD SUPPLY WATERWORKS LTD Repair&Maint.Supplies Round Lake 1008354 2,001 VAN PAPER COMPANY Cleaning Supplies Public Works/Parks 233309 2,000 GIBSON,STEVEN Other Contracted Services Administration 1008329 1,974 GENUINE PARTS COMPANY Equipment Parts Park Maintenance 233489 1,957 EATS Operating Supplies Den Road Liquor Store 5121 1,950 GENESIS EMPLOYEE BENEFITS,INC HSA Health and Benefits 233413 1,950 VERDE ENVIRONMENTAL TECHNOLOGIES INC Operating Supplies Police 233728 1,950 MARTIN-MCALLISTER Employment Support Test Organizational Services 233945 1,950 FIRENET SYSTEMS INC Maintenance Contracts Water Treatment Plant 1008101 1,941 CENTERPOINT ENERGY Gas Water Treatment Plant 233453 1,913 BERNICK'S WINE Liquor Product Received Den Road Liquor Store 233788 1,906 XTREME INTEGRATION Equipment Repair&Maint City Center Operations 234005 1,875 RYAN,PERRY Deposits Escrow 1008019 1,842 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 233944 1,840 FIRE SAFETY USA INC Repair&Maint.Supplies Fire 1008353 1,832 US HEALTH WORKS MEDICAL GRP MN,PC Health&Fitness Fire 1008096 1,819 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 233683 1,803 EARL F ANDERSEN INC Signs Traffic Signs 1008027 1,800 CLAUDE'S CERAMIC TILE INC Contract Svcs-General Bldg Senior Center 1008106 1,767 FASTSIGNS Operating Supplies Community Center Admin 5117 1,762 GENESIS EMPLOYEE BENEFITS,INC Other Contracted Services Health and Benefits 1008107 1,758 FERRELLGAS Equipment Parts Dorenkemper House 1008301 1,754 PAUL'S TWO-WAY RADIO Equipment Repair&Maint Public Safety Communications 233346 1,750 NORTHERN TECHNOLOGIES INC Design&Engineering Sewer Capital 233614 1,750 UPSTREAM ARTS INC Other Contracted Services New Adaptive 1008358 1,737 WINE COMPANY,THE Liquor Product Received Prairie View Liquor Store 233779 1,733 VOLUNTEER FIREFIGHTERS BENEFIT ASSN OF M Dues&Subscriptions Fire 233411 1,726 TRUCKVAULT INC Operating Supplies Fire 233611 1,726 TRUCKVAULT INC Autos Fire 1008166 1,716 BELLBOY CORPORATION Liquor Product Received Den Road Liquor Store 1008245 1,715 VINOCOPIA Liquor Product Received Prairie View Liquor Store 233702 1,712 HENNEPIN COUNTY ACCOUNTS RECEIVABLE Board of Prisoner Police 233659 1,710 BUREAU OF CRIMINAL APPREHENSION Software IT Operating 1008205 1,700 SHADYWOOD TREE EXPERTS INC Other Contracted Services Tree Removal 233798 1,699 ARTISAN BEER COMPANY Liquor Product Received Prairie View Liquor Store 233513 1,680 HD SUPPLY WATERWORKS LTD Equipment Parts Water System Maintenance 1008037 1,658 GRANICUS INC Equipment Repair&Maint Cable PEG 233282 1,638 BOURGET IMPORTS Liquor Product Received Prairie View Liquor Store 234033 1,629 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store 233909 1,567 ALTERNATIVE BUSINESS FURNITURE INC Capital Under$25,000 FF&E-Furn,Fixtures&Equip. 1008336 1,559 HORIZON COMMERCIAL POOL SUPPLY Supplies-Pool Round Lake 233682 1,520 E A SWEEN COMPANY Merchandise for Resale Concessions Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1007996 1,520 HIRSHFIELD'S Repair&Maint.Supplies Water Treatment Plant 233600 1,515 SPARTAN STAFFING LLC Other Contracted Services Park Maintenance 1008251 1,514 BIFFS INC Other Rentals July 4th Celebration 233599 1,513 SOUTHWEST SUBURBAN PUBLISHING-CLASSIFIED Advertising Community Center Admin 233329 1,500 MEALS ON WHEELS Other Contracted Services Housing and Community Service 233425 1,500 PETTY CASH-POLICE DEPT Miscellaneous Liquor Compliance 233490 1,500 EDENDALE RESIDENCE INC Refunds Storm Drainage 233724 1,500 LONG,THOMAS Refunds Storm Drainage 1008191 1,500 METRO ELEVATOR INC Contract Svcs-Elevator City Hall-CAM 1008197 1,482 OENO'S DISTRIBUTION Liquor Product Received Den Road Liquor Store 233837 1,481 HOISINGTON KOEGLER GROUP INC Other Contracted Services Planning 1008004 1,470 PLEHAL BLACKTOPPING INC Equipment Repair&Maint Water System Maintenance 1008142 1,461 FASTENAL COMPANY Operating Supplies Fleet Operating 1008253 1,461 CDW GOVERNMENT INC. Operating Supplies Assessing 234013 1,455 SPARTAN STAFFING LLC Other Contracted Services Park Maintenance 1007989 1,448 BRAUN INTERTEC CORPORATION Testing-Soil Boring CIP Pavement Management 233279 1,445 BARTON SAND&GRAVEL CO Repair&Maint. Supplies Storm Drainage 233285 1,433 CENTURYLINK Wireless Subscription IT Telephone 233685 1,433 EMERGENCY RESPONSE SOLUTIONS Safety Supplies Emergency Preparedness 233759 1,428 SAFETY SIGNS Safety Supplies Sewer System Maintenance 234032 1,418 WHEELER LUMBER LLC Landscape Materials/Supp Traffic Signs 1008003 1,400 PAUL'S TWO-WAY RADIO Equipment Repair&Maint Public Safety Communications 233748 1,375 PLASTIC BAG MART Liquor Product Received Prairie View Liquor Store 233270 1,374 ALTERNATIVE BUSINESS FURNITURE INC Contract Svcs-General Bldg City Center Operations 233506 1,366 GRAPE BEGINNINGS Liquor Product Received Prairie Village Liquor Store 1008136 1,356 CLAREY'S SAFETY EQUIPMENT Office Supplies Emergency Preparedness 1008338 1,350 IDENTISYS Hardware Maintenance IT Operating 233769 1,349 SPORTS UNLIMITED Instructor Service Camps 1008147 1,334 LYNDALE PLANT SERVICES Contract Svcs-Int.Landscape City Hall-CAM 1008058 1,328 STREICHERS Clothing&Uniforms Reserves 1008157 1,326 STONEBROOKE Equipment Parts Fleet Operating 233796 1,320 AMERICAN WORKSHOP Instructor Service Camps 1008103 1,315 DAIKIN APPLIED Contract Svcs-HVAC City Hall-CAM 233648 1,314 ARTISAN BEER COMPANY Liquor Product Received Den Road Liquor Store 1008087 1,312 PROSOURCE SUPPLY Building Fire 233933 1,299 COSTCO Operating Supplies July 4th Celebration 234025 1,298 US BANK Interest Investment Fund 1008188 1,271 MARSHALL&SWIFT Dues&Subscriptions Assessing 1008303 1,270 R&R SPECIALTIES OF WISCONSIN INC Repair&Maint-Ice Rink Ice Arena Maintenance 233447 1,266 ARVIG CONSTRUCTION Wireless Subscription IT Operating 1008007 1,264 SACKETT,MATTHEW Tuition Reimbursement/School Organizational Services 233831 1,259 HD SUPPLY WATERWORKS LTD Repair&Maint. Supplies Water System Maintenance 233521 1,250 HOMELINE Other Contracted Services Housing and Community Service 233361 1,250 SPARTAN STAFFING LLC Other Contracted Services Park Maintenance 233813 1,249 CRETEX CONCRETE PRODUCTS MIDWEST INC Repair&Maint. Supplies Storm Drainage 233912 1,243 ARTISAN BEER COMPANY Liquor Product Received Prairie View Liquor Store 233833 1,242 HENNEPIN COUNTY TREASURER Other Contracted Services Sewer Capital 233834 1,242 HENNEPIN COUNTY TREASURER Other Contracted Services Water Capital 233962 1,240 ICMA Dues&Subscriptions Administration 233552 1,235 MIDWEST COCA COLA BOTTLING COMPANY Liquor Product Received Den Road Liquor Store Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1008013 1,228 USA MOBILITY WIRELESS INC Pager&Cell Phone IT Operating 233660 1,219 BUSINESS IMPACT GROUP Clothing&Uniforms Fire 233766 1,215 SPARTAN STAFFING LLC Other Contracted Services Park Maintenance 1008308 1,200 TWIN CITY SEED CO Landscape Materials/Supp Park Maintenance 233550 1,195 METERING&TECHNOLOGY SOLUTIONS Merchandise for Resale Water Metering 233443 1,188 ANTENNA PLUS LLC Other Hardware IT Operating 233551 1,188 MHSRC/RANGE Tuition Reimbursement/School Police 233929 1,184 CENTURYLINK Wireless Subscription IT Operating 5104 1,177 MINNESOTA DEPT OF REVENUE Motor Fuels Fleet Operating 233858 1,174 MIDWEST COCA COLA BOTTLING COMPANY Liquor Product Received Concessions 1008110 1,166 INTERSTATE POWER SYSTEMS INC Maintenance Contracts Water Wells 233562 1,162 NORTHSTAR MUDJACKING&MORE LLC Mudjacking Curbs Drainage 1008184 1,155 INTERSTATE POWER SYSTEMS INC Equipment Repair&Maint Water Wells 233691 1,154 FLYING CLOUD T/S#U70 Waste Disposal Park Maintenance 233789 1,147 HOME DEPOT CREDIT SERVICES Supplies-Electrical Park Shelters 233857 1,140 MEDICINE LAKE TOURS Special Event Fees Trips 1008149 1,120 MINNESOTA NATIVE LANDSCAPES Other Contracted Services Storm Drainage 1008189 1,116 MCNEILUS STEEL INC Repair&Maint. Supplies Sewer System Maintenance 233881 1,115 SPARTAN STAFFING LLC Other Contracted Services Park Maintenance 1008350 1,091 STREICHERS Protective Clothing Police 1008085 1,082 NEWTON,J.RANDALL Travel Expense Engineering 233883 1,082 STAPLES ADVANTAGE Office Supplies Police 1008028 1,080 CONCRETE CUTTING&CORING INC Repair&Maint.Supplies Storm Drainage 1008200 1,069 POMP'S TIRE SERVICE INC Tires Fleet Operating 233431 1,067 ACCELERATED TECHNOLOGIES LLC Operating Supplies General Fund 233872 1,062 PRAIRIE RESTORATIONS INC Other Contracted Services Storm Drainage 1008115 1,061 MTI DISTRIBUTING INC Equipment Parts Fleet Operating 233479 1,050 COUNTY MATERIALS CORPORATION Equipment Parts Sewer System Maintenance 233295 1,048 DEPARTMENT OF HUMAN SERVICES Other Contracted Services Park Maintenance 1008291 1,042 HACH COMPANY Process Control Equipment Water Treatment Plant 233297 1,034 DOMACE VINO Liquor Product Received Prairie Village Liquor Store 233338 1,031 MINNESOTA TROPHIES&GIFTS Operating Supplies Police 233827 1,030 GRAPE BEGINNINGS Liquor Product Received Prairie Village Liquor Store 233451 1,022 BCA Employment Support Test Fire 233949 1,020 GRAPE BEGINNINGS Liquor Product Received Prairie View Liquor Store 233510 1,000 HARD DAY'S NIGHT-A BEATLES TRIBUTE Other Contracted Services Staring Lake Concert 233851 1,000 LIGHT,REGINA M Other Contracted Services Theatre Initiative 233877 1,000 SCHMITZ,ADAM Other Contracted Services Recycle Rebate 233286 998 CINTAS CORPORATION #470 Cleaning Supplies Utility Operations-General 233316 994 HOHENSTEINS INC Liquor Product Received Prairie View Liquor Store 233446 989 ARTISAN BEER COMPANY Liquor Product Received Den Road Liquor Store 1008021 980 CARDIAC SCIENCE CORPORATION EMS Supplies Fire 1008277 958 VAN PAPER COMPANY Cleaning Supplies Fire Station#4 233466 957 BRYAN ROCK PRODUCTS INC Gravel Park Maintenance 1008177 956 GARTNER REFRIGERATION&MFG INC Contract Svcs-Ice Rink 3rd Sheet of Ice 233767 950 SPECIALIZED ENVIRONMENTAL TECHNOLOGIES I Landscape Materials/Supp Park Maintenance 233330 944 MEDICINE LAKE TOURS Special Event Fees Trips 233519 942 HOFF,BARRY&KOZAR,P.A. Other Contracted Services Planning 1008053 931 PETERSON BROS ROOFING AND CONSTRUCTION I Contract Svcs-Roof Fire Station#2 1008080 919 JOHN DEERE LANDSCAPES/LESCO Landscape Materials/Supp Park Maintenance Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233291 918 COSTCO Operating Supplies Concessions 234015 918 STAPLES ADVANTAGE Office Supplies Customer Service 233870 916 PINNACLE DISTRIBUTING Liquor Product Received Prairie View Liquor Store 1008201 908 PRAIRIE ELECTRIC COMPANY Contract Svcs-Elevator Storm Drainage 234001 896 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION Pension payments Water System Maintenance 233957 893 HIGHWAY 5 BP Repair&Maint.Supplies Police 233712 891 INTERNATIONAL UNION OF OPERATING Union Dues Withheld General Fund 233915 890 BARTON SAND&GRAVEL CO Repair&Maint.Supplies Storm Drainage 1008199 888 PITNEY BOWES Postage Customer Service 233310 883 GRAPE BEGINNINGS Liquor Product Received Prairie View Liquor Store 1008333 879 GRANICUS INC Equipment Repair&Maint Cable PEG 233805 876 BERNICK'S WINE Liquor Product Received Prairie View Liquor Store 1008309 874 VINOCOPIA Liquor Product Received Prairie View Liquor Store 233340 868 MN DEPT OF TRANSPORTATION Other Contracted Services Transportation Fund 233290 859 CONSTRUCTION MATERIALS INC Improvement Contracts CIP Trails 233850 858 LANO EQUIPMENT INC Equipment Parts Fleet Operating 233943 844 EULL'S MANUFACTURING CO INC Repair&Maint. Supplies Storm Drainage 233750 836 POLLARD WATER Small Tools Water System Maintenance 233481 832 CUSHMAN MOTOR COMPANY INC. Equipment Parts Fleet Operating 233587 825 ROBERT C VOGEL Other Contracted Services Planning 1008044 824 KIDCREATE STUDIO Instructor Service Arts Center 233688 821 FIRE SAFETY USA INC Small Tools Fire 233854 815 MAECK,TOM Other Contracted Services Community Band 233812 813 COMCAST Insurance Property Insurance 1008272 807 PRAIRIE ELECTRIC COMPANY Contract Svcs-Electrical City Hall-CAM 233424 800 MN DNR ECOLOGICAL AND WATER RESOURCES Licenses,Permits,Taxes Storm Drainage 233900 800 WL CONSTRUCTION SUPPLY LLC Small Tools Storm Drainage 233916 796 BASELINE INC Operating Supplies Park Maintenance 233581 795 PRINT SOURCE MINNESOTA Printing Police 233704 790 HENNEPIN COUNTY MEDICAL CENTER Tuition Reimbursement/School Police 233617 789 VOICE&DATA NETWORKS INC Other Assets IT Capital 233887 783 TNC INDUSTRIES INC Contract Svcs-Fire/Life/Safe Fire Station#1 233901 781 PETTY CASH Mileage&Parking Customer Service 233684 778 ECOLAB Operating Supplies Fire 1008285 760 ASSOCIATED BAG COMPANY Operating Supplies Inspections-Administration 233838 750 HORIZON CPO SEMINARS Conference/Training Facilities Staff 233975 748 KRISS PREMIUM PRODUCTS INC Supplies-HVAC Ice Arena Maintenance 233275 747 ARTISAN BEER COMPANY Liquor Product Received Prairie View Liquor Store 233703 746 HENNEPIN COUNTY I/T DEPT Equipment Repair&Maint IT Operating 233842 743 INDEED BREWING COMPANY LLC Liquor Product Received Prairie View Liquor Store 1008313 736 YOUNGSTEDTS COLLISION CENTER Autos Police 233439 734 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Fire 1008078 727 HACH COMPANY Laboratory Chemicals Water Treatment Plant 1008359 725 WM MUELLER AND SONS INC Gravel Sewer System Maintenance 233315 720 HILDI INC Audit&Financial Finance 1008122 720 SHI CORP Software IT Operating 1008159 710 TWIN CITY SEED CO Landscape Materials/Supp Park Maintenance 233927 703 CEMSTONE PRODUCTS COMPANY Repair&Maint.Supplies Storm Drainage 233323 703 KODIAK CUSTOM LETTERING INC Operating Supplies New Adaptive 233577 702 PINNACLE DISTRIBUTING Liquor Product Received Den Road Liquor Store Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233622 700 WARNING LITES Other Contracted Services Recycle Rebate 233718 700 KALK,JAY Other Contracted Services Staring Lake Concert 1008279 695 WALL TRENDS INC Contract Svcs-Gen.Bldg City Center Operations 1008014 689 VINOCOPIA Liquor Product Received Prairie View Liquor Store 1008212 688 VAN PAPER COMPANY Cleaning Supplies City Center Operations 233356 685 SIGNATURE POOLS Outside Water Sales Escrow 233555 684 MINUTEMAN PRESS Printing Elections 233452 680 BERG BAG COMPANY Repair&Maint.Supplies Storm Drainage 1008081 679 JOHN HENRY FOSTER MINNESOTA INC Maintenance Contracts Water Treatment Plant 233849 670 KRISS PREMIUM PRODUCTS INC Supplies-HVAC Fitness/Conference-Cmty Ctr 233500 669 FIRE SAFETY USA INC Repair&Maint.Supplies Fire 233819 664 ENVIRONMENTAL EQUIPMENT&SERVICES Equipment Parts Fleet Operating 1008232 659 JOHN DEERE LANDSCAPES/LESCO Other Contracted Services Park Maintenance 1008215 658 WATSON CO INC,THE Merchandise for Resale Concessions 233613 655 UNIVERSAL ATHLETIC SERVICES INC Awards Volleyball 233644 655 ANDERBERG INNOVATIVE PRINT SOLUTIONS INC Printing Police 1008094 652 AMERICAN TIME&SIGNAL CO Supplies-General Building City Center Operations 233906 651 ABSOLUTE RAIN INC. Contract Svcs-Lawn Maint. Fire Station#1 1008218 648 WM MUELLER AND SONS INC Seal Coating Street Maintenance 1008049 642 MTI DISTRIBUTING INC Equipment Parts Fleet Operating 1008112 640 MENARDS Equipment Parts Water Treatment Plant 1008341 637 MENARDS Operating Supplies Water Treatment Plant 234036 636 XTREME INTEGRATION Telephone Fitness/Conference-Cmty Ctr 1008036 635 GRAINGER Lab Supplies Facilities Operating ISF 1008077 633 FASTENAL COMPANY Equipment Parts City Center Operations 233461 630 BORJESSON,FREDRIK Application Fees General Fund 1008131 629 ADAMS PEST CONTROL INC Maintenance Contracts Riley House 1008304 629 ROTO-ROOTER Contract Svcs-Plumbing Public Works/Parks 233414 623 WARNING LITES Operating Supplies Park Maintenance 233299 620 EARL F ANDERSEN INC Operating Supplies Park Maintenance 233652 615 BARTON SAND&GRAVEL CO Repair&Maint.Supplies Storm Drainage 233304 607 FIRE SAFETY USA INC Equipment Repair&Maint Fire 233355 604 ROGERS PRINTING&PROMOTIONAL Printing Elections 233529 600 JANY,PAVEL Other Contracted Services Staring Lake Concert 233865 600 NSWFA Dues&Subscriptions Teaching 1008116 600 NEW WORLD SYSTEMS Conference/Training IT Operating 1008138 600 DAILEY DATA&ASSOCIATES Operating Supplies Prairie Village Liquor Store 233802 597 BASELINE INC Operating Supplies Park Maintenance 233268 593 3RD LAIR Instructor Service Camps 233523 587 INDEED BREWING COMPANY LLC Liquor Product Received Den Road Liquor Store 233742 586 OUTDOORS AGAIN INC Other Contracted Services Park Maintenance 233645 583 ANTENNA PLUS LLC Other Hardware IT Operating 233807 582 BUSINESS IMPACT GROUP Clothing&Uniforms Fire 233751 575 PRAIRIE EQUIPMENT COMPANY Small Tools Sewer System Maintenance 1008190 575 MENARDS Landscape Materials/Supp Park Maintenance 233743 567 OXYGEN SERVICE COMPANY EMS Supplies Fire 1008331 567 GOVDELIVERY Software Maintenance IT Operating 233516 563 HENNEPIN TECHNICAL COLLEGE Other Rentals Recycle Rebate 233435 558 AGGREGATE INDUSTRIES Repair&Maint.Supplies Storm Drainage 1008357 552 WHEELER HARDWARE COMPANY Contract Svcs-General Bldg Outdoor Center Facilities Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233953 550 HENNEPIN COUNTY ACCOUNTS RECEIVABLE Other Contracted Services Rehab 233273 550 APPLIANCE OUTLET CENTER Supplies-General Bldg Historical Buildings 233814 547 CRYSTEEL TRUCK EQUIPMENT Equipment Parts Fleet Operating 233835 546 HENNEPIN TECHNICAL COLLEGE Tuition Reimbursement/School Fire 1008310 544 W P&R S MARS CO Equipment Repair&Maint Fleet Operating 1008050 544 NEW FRANCE WINE COMPANY Liquor Product Received Prairie Village Liquor Store 233918 543 BITUMINOUS ROADWAYS INC Outside Water Sales Escrow 1008158 543 THE OASIS GROUP Employee Assistance Organizational Services 233348 539 OLSEN'S EMBROIDERY/COMPANY Clothing&Uniforms Park Maintenance 233791 539 3D SPECIALTIES Seal Coating Street Maintenance 233784 538 WHEELER LUMBER LLC Building Materials Richard T.Anderson Cons.Area 1008000 538 MINNESOTA CLAY CO.USA Operating Supplies General Fund 233503 536 G&K SERVICES Clothing&Uniforms Utility Operations-General 233731 535 MEADOW GREEN LAWNS INC Other Contracted Services Storm Drainage 5119 534 LIFE INSURANCE COMPANY OF NORTH AMERICA Other Contracted Services Health and Benefits 1008241 534 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Prairie View Liquor Store 5118 532 LIFE INSURANCE COMPANY OF NORTH AMERICA Other Contracted Services Health and Benefits 5130 532 LIFE INSURANCE COMPANY OF NORTH AMERICA Other Contracted Services Health and Benefits 1008262 531 GRAINGER Equipment Parts Water Treatment Plant 233409 530 TOUCHPOINT LOGIC LLC Other Contracted Services Communications 233694 530 GERTENS Landscape Materials/Supp Park Maintenance 233895 527 WALSER CHRYSLER JEEP Equipment Parts Fleet Operating 233697 527 GRAPE BEGINNINGS Liquor Product Received Prairie View Liquor Store 233462 526 BOURGET IMPORTS Liquor Product Received Den Road Liquor Store 233624 525 WELLS FARGO BANK MINNESOTA NA Paying Agent 2012B GO Refund Capital Improv 1008193 524 MINNESOTA ROADWAYS CO Patching Asphalt Street Maintenance 1008173 516 DMX MUSIC Operating Supplies Prairie View Liquor Store 233936 513 DIVERSIFIED CONSTRUCTION Outside Water Sales Escrow 233780 511 WARNING LITES Improvement Contracts Storm Drainage 233430 511 ABSOLUTE RAIN INC. Contract Svcs-Lawn Maint. City Hall-CAM 1008070 509 BERRY COFFEE COMPANY Merchandise for Resale Concessions 1008167 509 BIFFS INC Other Contracted Services Park Maintenance 1008148 507 MILLARD,CHRIS Travel Expense Police 233790 504 UNITED STATES TREASURY Health Insurance Health and Benefits 233358 500 SMITHSON,EVERETT Other Contracted Services Staring Lake Concert 233635 500 ZINGHOPPERS GROUP LLC,THE Other Contracted Services Staring Lake Concert 233940 500 EDEN PRAIRIE,CITY OF Miscellaneous Prairie Village Liquor Store 1008001 500 MINNESOTA NATIVE LANDSCAPES Other Contracted Services Storm Drainage 1008320 500 CENTERPOINT ENERGY Gas Sewer Liftstation 1008259 498 FACTORY MOTOR PARTS COMPANY Lubricants&Additives Fleet Operating 1008119 495 OENO'S DISTRIBUTION Liquor Product Received Prairie View Liquor Store 1008355 495 VTI Equipment Repair&Maint Public Safety Communications 1008071 494 BERTELSON TOTAL OFFICE SOLUTIONS Office Supplies Utility Operations-General 233326 494 MACQUEEN EQUIPMENT INC Equipment Repair&Maint Sewer System Maintenance 1008236 490 PAUL'S TWO-WAY RADIO Equipment Repair&Maint Public Safety Communications 1008073 489 DEMANN,JIM Conference/Training Police 1008274 488 STREICHERS Capital Under$25,000 Police 5123 483 CERIDIAN Garnishment Withheld General Fund 233826 479 GERTENS Landscape Materials/Supp Outdoor Center 233458 476 BLOOMINGTON SECURITY SOLUTIONS Equipment Repair&Maint Utility Operations-General Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233830 475 HAYEN,LINDA Other Contracted Services Summer Theatre 234002 475 RETROFIT COMPANIES,INC,THE Waste Disposal Fitness/Conference-Cmty Ctr 233939 474 EDEN PRAIRIE ROTARY CLUB Miscellaneous Administration 233902 472 PETTY CASH-POLICE DEPT Operating Supplies Police 233873 471 PREMIER ELECTRICAL CORP Improvement Contracts Shady Oak Rd-CR 61 North 233327 470 MALONE,TOM Instructor Service Preschool Events 1008024 468 CENTERPOINT ENERGY Gas Crestwood Park 1008155 468 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Den Road Liquor Store 1008089 468 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Den Road Liquor Store 1008335 464 HD SUPPLY FACILITIES MAINTENANCE Supplies-General Bldg Park Shelters 233818 464 EDEN PRAIRIE NOON ROTARY CLUB Miscellaneous Police 233428 461 A-1 RECYCLING INC Other Contracted Services Recycle Rebate 233823 460 FIRE SAFETY USA INC Equipment Repair&Maint Fire 233444 460 APRES Other Rentals Summer Theatre 233416 459 WHEELER LUMBER LLC Landscape Materials/Supp Richard T.Anderson Cons.Area 233770 455 STAPLES ADVANTAGE Office Supplies Customer Service 233662 454 CARVER COUNTY LICENSE CENTER Autos Public Works 233300 452 EATS Operating Supplies Safety Camp 1008056 450 SCHWAB VOLLHABER LUBRATT SERVICE CORO Supplies-HVAC City Hall-CAM 233634 450 ZIEBART OF MINNESOTA INC Autos General Government 233730 450 MATTS AUTO SERVICE INC Equipment Repair&Maint Fleet Operating 233971 450 KODIAK CUSTOM LETTERING INC Clothing&Uniforms Community Center Admin 233910 448 AMAZING ATHLETES OF SOUTHWEST METRO Instructor Service Camps 233806 448 BOURGET IMPORTS Liquor Product Received Prairie View Liquor Store 1008047 445 MINNESOTA ROADWAYS CO Patching Asphalt Street Maintenance 233687 440 FINLEY BROS INC Outside Water Sales Escrow 1008062 440 VTI Equipment Repair&Maint Public Safety Communications 233907 439 ADESA MPLS Miscellaneous DWI Forfeiture 1008204 438 RAY ALLEN MANUFACTURING CO INC Canine Supplies Police 233353 437 PRAIRIE RESTORATIONS INC Other Contracted Services Storm Drainage 233710 435 INDEED BREWING COMPANY LLC Liquor Product Received Prairie Village Liquor Store 233741 434 NORTHSTAR MUDJACKING&MORE LLC Mudjacking Curbs Drainage 1008046 433 METROPOLITAN AIRPORTS COMMISSION Other Rentals Flying Cloud Fields 233287 432 CLEAR RIVER BEVERAGE CO Liquor Product Received Den Road Liquor Store 233974 429 KORUS,MICHAEL Deposits-P&R Refunds Community Center Admin 233867 425 PENALOSA,MARICEL Deposits-P&R Refunds Community Center Admin 1008164 423 AMERITRAK Other Contracted Services Snow&Ice Control 5110 415 CERIDIAN Garnishment Withheld General Fund 1008337 411 IDEAL SERVICE INC Equipment Repair&Maint Water Wells 1008066 409 WM MUELLER AND SONS INC Seal Coating Street Maintenance 1007988 405 BOUNDLESS NETWORK Clothing&Uniforms Facilities Staff 233464 404 BROTHERS FIRE PROTECTION Contract Svcs-Fire/Life/Safe Public Works/Parks 1008292 404 HIRSHFIELD'S Repair&Maint. Supplies Water Treatment Plant 233983 403 LOZANO,ADRIANA AR Utility Water Enterprise Fund 233948 403 GERTENS Landscape Materials/Supp Park Maintenance 233422 400 WRIGHT,JOHN Other Contracted Services Staring Lake Concert 233852 400 LINDAHL,DAVID Other Contracted Services Staring Lake Concert 233859 400 MINNESOTA FIRE SERVICE CERTIFICATION BOA Employment Support Test Fire 233997 400 PAUL SPRING MUSIC Other Contracted Services Staring Lake Concert 233360 399 SOUTHWEST SUBURBAN PUBLISHING-CLASSIFIED Legal Notices Publishing City Clerk Check# Amount Supplier/Explanation Account Description Business Unit Explanation 234019 390 TESSMAN SEED CO Chemicals Park Maintenance 233863 390 NORTH STAR PUMP SERVICE Equipment Repair&Maint Sewer Liftstation 233904 390 CARVER COUNTY SHERIFF'S DEPT. Deposits Escrow 233661 389 CAPREF EDEN PRAIRIE LLC Building Rental Housing and Community Service 233922 387 BROCK WHITE COMPANY LLC Improvement Contracts CIP Trails 233908 384 AL&ALMA'S SUPPER CLUB AND CHARTERS Special Event Fees Trips 233333 383 MIDWEST COCA COLA BOTTLING COMPANY Merchandise for Resale Concessions 233312 382 GYM WORKS Repair&Maint.Supplies Fitness Center 1007994 380 GREATAMERICA FINANCIAL SVCS Postage Customer Service 233752 379 PRAIRIE LAWN AND GARDEN Small Tools Utility Operations-General 233896 379 WATER CONSERVATION SERVICES INC OCS-Utility Locates Water System Maintenance 233525 377 INDUSTRIAL AND RESIDENTIAL LIGHTING INC Repair&Maint.Supplies Water Treatment Plant 233926 377 CBIZ FINANCIAL SOLUTIONS INC Other Contracted Services Organizational Services 233317 375 IMHOLTE,PAUL C Other Contracted Services Staring Lake Concert 233494 372 EULL'S MANUFACTURING CO INC Repair&Maint. Supplies Storm Drainage 1008009 369 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Prairie View Liquor Store 233450 368 BANGALORE,DHARMENDRA AR Utility Water Enterprise Fund 233761 368 SCHMIT FAMILY ENTERPRISES INC Other Contracted Services Senior Center Programs 233308 362 GENERAL PARTS Contract Svcs-General Bldg Public Works/Parks 234009 361 SHORT ELLIOTT HENDRICKSON INC Design&Engineering Storm Drainage 233893 360 VERSATILE VEHICLES INC Other Rentals July 4th Celebration 233981 360 LANO EQUIPMENT INC Equipment Repair&Maint Sewer System Maintenance 1008052 360 PARLEY LAKE WINERY Liquor Product Received Prairie View Liquor Store 1008198 360 PARLEY LAKE WINERY Liquor Product Received Den Road Liquor Store 233343 360 NOKOMIS SHOE SHOP Clothing&Uniforms Utility Operations-General 233733 357 MIDWEST COCA COLA BOTTLING COMPANY Merchandise for Resale Concessions 233882 355 STAN MORGAN &ASSOCIATES INC. Capital Under$25,000 Prairie Village Liquor Store 1008306 354 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Prairie View Liquor Store 1008315 354 A-SCAPE INC Contract Svcs-Lawn Maint. Fire Station#4 233693 353 GENERAL PARTS Contract Svcs-Electrical Public Works/Parks 1008060 352 US HEALTH WORKS MEDICAL GRP MN,PC Employment Support Test Organizational Services 233781 350 WELLS FARGO BANK MINNESOTA NA Paying Agent 2005 G.O.Imp.Revolving Fund 1008282 348 WM MUELLER AND SONS INC Seal Coating Street Maintenance 1008183 341 HORIZON COMMERCIAL POOL SUPPLY Operating Supplies Pool Maintenance 234029 330 VINE LINE DISTRIBUTION LLC Liquor Product Received Prairie View Liquor Store 233636 326 PETTY CASH Mileage&Parking Storm Drainage 1008194 325 MTI DISTRIBUTING INC Equipment Parts Fleet Operating 233637 325 SCOTT COUNTY SHERIFF'S OFFICE Deposits Escrow 233771 325 STRAIGHT,AMY Deposits-P&R Refunds Community Center Admin 1008294 325 JOHN DEERE LANDSCAPES/LESCO Landscape Materials/Supp Park Maintenance 233679 325 DEALER AUTOMOTIVE SERVICES INC Autos Public Works 233681 322 DNR Clothing&Uniforms Theatre Initiative 233318 321 INDEED BREWING COMPANY LLC Liquor Product Received Prairie Village Liquor Store 234028 319 VERIZON WIRELESS Telephone Park Maintenance 1008045 318 MENARDS Supplies-Lawn Maintenance Storm Drainage 233964 317 INDEED BREWING COMPANY LLC Liquor Product Received Prairie Village Liquor Store 1008186 316 LEROY JOB TRUCKING INC Other Contracted Services Animal Control 233732 316 MICRO CENTER A/R Miscellaneous IT Operating 233592 315 SANDQUIST,JON Deposits-P&R Refunds Community Center Admin 1007998 314 JOHNSTONE SUPPLY Supplies-HVAC Water Treatment Plant Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233337 312 MINNESOTA SAFETY SERVICES LLC Training Supplies Pool Lessons 233832 308 HENNEPIN COUNTY I/T DEPT Equipment Repair&Maint Public Safety Communications 1008346 306 PRAIRIE ELECTRIC COMPANY Equipment Parts Water Treatment Plant 1008268 304 MTI DISTRIBUTING INC Equipment Parts Fleet Operating 1008288 303 DUNGAN,TRACY Mileage&Parking Park Facilities 233884 300 STICKS AND TONES Other Contracted Services Staring Lake Concert 233903 300 SCOTT COUNTY SHERIFF'S OFFICE Deposits Escrow 233956 300 HERBZERG,LOWELL Deposits-P&R Refunds Community Center Admin 233982 300 LINDAHL,DAVID Other Contracted Services Internal Events 1008169 298 COMPRESSED AIR CONCEPTS LLLC Contract Svcs-HVAC Public Works/Parks 233666 297 CLEAR RIVER BEVERAGE CO Liquor Product Received Den Road Liquor Store 233876 295 ROOT 0 MATIC Equipment Repair&Maint Sewer System Maintenance 1008113 289 METRO ELEVATOR INC Contract Svcs-Elevator City Hall-CAM 234024 289 UPPER MISSISSIPPI IRRIGATION Improvement Contracts Storm Drainage 1008223 286 CLAREY'S SAFETY EQUIPMENT Repair&Maint. Supplies Emergency Preparedness 233426 285 SCOTT COUNTY SHERIFF'S OFFICE Deposits Escrow 233314 285 HENNEPIN COUNTY TREASURER Waste Disposal Park Maintenance 1008020 283 BIFFS INC Waste Disposal Park Maintenance 1008168 282 BOBBY&STEVE'S AUTO WORLD EDEN PRAIRIE Equipment Repair&Maint Police 1008082 281 JOHNSTONE SUPPLY Supplies-HVAC Water Treatment Plant 233890 280 UNIVERSAL ATHLETIC SERVICES INC Operating Supplies Park Maintenance 1008202 279 PREMIUM WATERS INC Operating Supplies Fire Station#1 233820 279 ENVIRONMENTAL RESOURCE ASSOCIATES Laboratory Chemicals Water Treatment Plant 1008347 277 RAY ALLEN MANUFACTURING CO INC Equipment Parts Fleet Operating 1008002 276 MUELLER,JACOB Mileage&Parking Tree Disease 1008252 276 CANNON RIVER WINERY Liquor Product Received Prairie Village Liquor Store 233459 275 BLOOMINGTON,CITY OF Kennel Services Animal Control 1008032 275 ECM PUBLISHERS INC Advertising Prairie Village Liquor Store 1008233 270 KRAUSE,MARY Travel Expense Engineering 233794 269 AERO DRAPERY AND BLIND Contract Svcs-Gen.Bldg City Center Operations 233816 268 DOMACE VINO Liquor Product Received Prairie Village Liquor Store 233558 263 MRA-THE MANAGEMENT ASSOCIATION Other Contracted Services Organizational Services 233821 263 EVENT SOUND&LIGHTING Other Rentals Summer Theatre 233429 260 AARP DRIVERS SAFETY Other Contracted Services Senior Center Programs 233537 260 LAKE MONSTER BREWING Liquor Product Received Prairie Village Liquor Store 233677 260 CRAIG RAPP,LLC Conference/Training Administration 1008356 259 WATSON CO INC,THE Merchandise for Resale Concessions 233354 259 PRINT SOURCE MINNESOTA Operating Supplies City Council 233656 259 BOURGET IMPORTS Liquor Product Received Den Road Liquor Store 233699 258 GS DIRECT Operating Supplies Engineering 1008239 258 RUE,RODNEY Mileage&Parking Engineering 233993 256 MINNESOTA VALLEY ELECTRIC COOPERATIVE Electric Traffic Signals 1008242 253 SOPPELAND,LONNIE Tuition Reimbursement/School Police 233919 253 BOURGET IMPORTS Liquor Product Received Prairie View Liquor Store 233727 250 MARSHALL,ADAM DOUGLAS Other Contracted Services Staring Lake Concert 1008344 249 NORTH CENTRAL LABORATORIES Laboratory Chemicals Water Treatment Plant 1008319 249 CBIZ BENEFITS&INSURANCE SERVICES INC Other Contracted Services Organizational Services 1008269 247 NEW FRANCE WINE COMPANY Liquor Product Received Prairie Village Liquor Store 1008117 247 NORTH CENTRAL LABORATORIES Laboratory Chemicals Water Treatment Plant 233578 246 POST,BARRY Reimbursement Escrow Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1008083 246 MINNESOTA CLAY CO.USA Operating Supplies General Fund 1008280 245 WICHTERMAN'S LTD Equipment Repair&Maint Fleet Operating 1007995 242 GUNNAR ELECTRIC CO INC Other Contracted Services Park Maintenance 233772 241 TALLEN&BAERTSCHI Legal Legal Criminal Prosecution 233642 240 AMERICAN WORKSHOP Instructor Service Senior Center Programs 1008299 240 MUELLER,JACOB Mileage&Parking Tree Disease 233663 239 CENTURYLINK Telephone E-911 Program 1008151 239 MUELLER,JACOB Mileage&Parking Tree Disease 1008312 235 WITT,BETH Mileage&Parking Aquatics&Fitness Admin 1008145 232 JOHN DEERE LANDSCAPES/LESCO Repair&Maint.Supplies Park Maintenance 1008196 230 NUCO2 INC Supplies-Pool Pool Maintenance 1008297 230 MILLARD,CHRIS Travel Expense Police 1008137 226 COX,KIM Conference/Training Fire 233387 225 STAR Dues&Subscriptions Facilities Staff 233603 225 SUBURBAN WILDLIFE CONTROL INC Maintenance Contracts Utility Operations-General 233647 225 ARMA INTERNATIONAL Dues&Subscriptions City Clerk 1008271 225 POMP'S TIRE SERVICE INC Tires Fleet Operating 233468 224 CALIFORNIA CONTRACTORS SUPPLIES INC Safety Supplies Utility Operations-General 233878 222 SIR KNIGHT CLEANERS Clothing&Uniforms Fire 1008284 220 ADAMS PEST CONTROL INC Contract Svcs-Pest Control Fitness/Conference-Cmty Ctr 233475 220 COMCAST Wireless Subscription IT Operating 233486 217 DETLOFF MANAGEMENT AR Utility Water Enterprise Fund 5103 217 GENESIS EMPLOYEE BENEFITS,INC HSA Health and Benefits 233824 217 GE CAPITAL Other Rentals IT Operating 233415 217 WAYTEK INC Operating Supplies Park Maintenance 233276 216 ASPEN MILLS Clothing&Uniforms Reserves 233670 212 COMCAST Cable TV Fire 233580 210 PRAHA DISTRIBUTING Liquor Product Received Prairie View Liquor Store 1008296 209 MICHAELSON,ELIZABETH H Operating Supplies General Fund 1008031 208 DREW'S CONCESSIONS LLC Merchandise for Resale Concessions 1008093 207 WICKSTROM,SHERRY BUTCHER Travel Expense City Council 1008135 207 CARLSON,KEVIN Mileage&Parking Water Treatment Plant 233803 206 BAUER BUILT TIRE AND BATTERY Tires Fleet Operating 1008040 202 HD SUPPLY FACILITIES MAINTENANCE Supplies-Plumbing Park Shelters 1008222 202 BOUNDLESS NETWORK Clothing&Uniforms Facilities Staff 233797 202 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Den Road Liquor Store 1008079 200 HENDRICKSON,MOLLY Mileage&Parking Tree Disease 233284 200 CALHOUN ISLES COMMUNITY BAND Other Contracted Services Staring Lake Concert 233596 200 SIMACEK,JOHN R Special Event Fees Senior Board 233756 200 RAMPI,PHILIP T Other Contracted Services Staring Lake Concert 233836 200 HINDING,CHRIS Other Contracted Services Staring Lake Concert 233938 200 EDEN PRAIRIE BASEBALL ASSN Operating Supplies July 4th Celebration 233988 200 MILIO'S SANDWICHES Merchandise for Resale Concessions 234006 200 SATHRE-BERQUIST INC Other Contracted Services Park Maintenance 234030 200 VOLAVKA,LYNDA Other Contracted Services Special Initiatives 233775 197 TURCO CONSTRUCTION Building Permits General Fund 1008041 195 HORIZON COMMERCIAL POOL SUPPLY Chemicals Round Lake 1008328 194 FASTSIGNS Operating Supplies Community Center Admin 234031 193 WARNING LITES Repair&Maint.Supplies Storm Drainage 233711 192 INFRATECH Repair&Maint.Supplies Storm Drainage Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233843 192 INDUSTRIAL AND RESIDENTIAL LIGHTING INC Equipment Parts Water Treatment Plant 233508 191 GS DIRECT Operating Supplies Engineering 1008144 188 HAGGENMILLER LUMBER INC Building Materials Outdoor Center 5116 187 OPTUM HEALTH Other Contracted Services Health and Benefits 233755 187 PROP United Way Withheld General Fund 233991 186 MINNESOTA CITY/COUNTY MANAGEMENT ASSOCIA Dues&Subscriptions Administration 1008171 184 DAKOTA SUPPLY GROUP INC Supplies-Electrical Fitness/Conference-Cmty Ctr 1008237 183 PROSOURCE SUPPLY Cleaning Supplies Fitness/Conference-Cmty Ctr 233482 181 DAVANNI'S PIZZA Merchandise for Resale Concessions 233336 180 MINNESOTA PIPE AND EQUIPMENT* Repair&Maint.Supplies Storm Drainage 233678 180 DAVIS,TRACY Deposits-P&R Refunds Community Center Admin 1008213 180 VTI Equipment Repair&Maint Public Safety Communications 233544 175 LOON,JENIFER Deposits-P&R Refunds Community Center Admin 233968 175 IWOMEN Dues&Subscriptions Fire 234014 175 ST PAUL POLICE CANINE UNIT Canine Supplies Police 1008012 175 TWIN CITY SEED CO Landscape Materials/Supp Park Maintenance 233643 175 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Prairie Village Liquor Store 233799 172 ASPEN MILLS Clothing&Uniforms Fire 233454 172 BICKLEY,DAVID AR Utility Water Enterprise Fund 1008293 170 INTOXIMETERS Miscellaneous DWI Forfeiture 1008300 168 NORTHERN SAFETY TECHNOLOGY INC Equipment Parts Fleet Operating 1008150 168 MPX GROUP,THE Printing Fire 233931 166 CINTAS CORPORATION #470 Cleaning Supplies Utility Operations-General 233967 165 INNOVATIVE GRAPHICS Clothing&Uniforms Teen Programs 233965 165 INDUSTRIAL AND RESIDENTIAL LIGHTING INC Building Repair&Maint. Water Treatment Plant 1007997 165 JOHN DEERE LANDSCAPES/LESCO Repair&Maint.Supplies Park Maintenance 233294 161 DAVANNI'S PIZZA Merchandise for Resale Concessions 233665 161 CINTAS CORPORATION #470 Cleaning Supplies Utility Operations-General 233976 160 KYLOCHKO,JUSTIN Deposits-P&R Refunds Community Center Admin 1008352 159 UPS Operating Supplies Police 1008289 157 EXTREME BEVERAGE Liquor Product Received Prairie View Liquor Store 1008229 155 HENDRICKSON,MOLLY Mileage&Parking Tree Disease 233668 154 COMCAST Cable TV Fire 1008247 151 A TO Z RENTAL CENTER Equipment Parts Fleet Operating 233749 150 PLATTES,WILLIAM R Other Contracted Services Staring Lake Concert 233762 150 SMITH, DUSTIN JAMES Other Contracted Services Staring Lake Concert 233774 150 TRAUGHBER,THOMAS P Refunds Environmental Education 1008026 150 CITI-CARGO&STORAGE CO,INC Other Rentals Summer Theatre 1008211 150 USA SECURITY Maintenance Contracts Water Treatment Plant 1008305 150 SALUNKE,ADITI Dues&Subscriptions IT Operating 233530 150 JERRY'S ENTERPRISES INC Operating Supplies Police 233527 149 IPMA-HR Dues&Subscriptions Human Resources 233669 149 COMCAST Cable TV Fire 233671 149 COMCAST Legal Fire 233305 147 FISHER SCIENTIFIC Lab Supplies Water Treatment Plant 1008235 146 MY CABLE MART Miscellaneous IT Operating 1008226 146 EXTREME BEVERAGE Liquor Product Received Den Road Liquor Store 233563 145 ORVIS,KATIE Deposits-P&R Refunds Community Center Admin 233629 145 WOODLAND STOVES&FIREPLACES Mechanical Permits General Fund 233987 145 MCMONIGAL,CAROLE Tuition Reimbursement/School Fitness Classes Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233935 141 DAVANNI'S PIZZA Merchandise for Resale Concessions 234026 139 US POSTMASTER Postage Senior Center Admin 1008088 138 QUALITY PROPANE Gas Ice Arena Maintenance 1008240 136 SCHULZE,CARTER Mileage&Parking Engineering 1008174 135 EDEN PRAIRIE FIREFIGHTERS RELIEF ASSOC Union Dues Withheld General Fund 1008153 133 QUALITY PROPANE Gas Ice Arena Maintenance 233271 133 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Prairie Village Liquor Store 233911 133 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Prairie Village Liquor Store 233719 132 KEEPERS Other Contracted Services Fire 1008006 131 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 1007987 131 BERTELSON TOTAL OFFICE SOLUTIONS Office Supplies Utility Operations-General 233473 131 CINTAS CORPORATION #470 Cleaning Supplies Utility Operations-General 1008257 130 DIVERSE BUILDING MAINTENANCE Supplies-General Bldg Facilities Operating ISF 1008069 130 AMERICAN SOLUTIONS FOR BUSINESS Clothing&Uniforms Community Center Admin 233917 130 BERNAL,CARLOS Deposits-P&R Refunds Community Center Admin 233951 130 HARGROVE,NICK Deposits-P&R Refunds Community Center Admin 1008255 130 CITI-CARGO&STORAGE CO,INC Other Rentals Arts 1008231 129 JETER,KARA Tuition Reimbursement/School Aquatics&Fitness Admin 233675 129 COMMUNITY HEALTH CHARITIES OF MINNESOTA United Way Withheld General Fund 1008090 128 TYRA-LUKENS,NANCY Travel Expense City Council 1008104 127 DE LAGE LANDEN FINANCIAL SERVICES Other Rentals IT Operating 1008238 124 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 233528 124 J H LARSON COMPANY Supplies-Electrical Prairie Village Liquor Store 233709 124 IND SCHOOL DIST 272 Building Rental Community Band 233853 124 LUBE-TECH ESI Equipment Repair&Maint Fleet Operating 233747 123 PINE PRODUCTS INC Landscape Materials/Supp Park Maintenance 1008273 123 SPRINT Computers IT Operating 1008265 122 MENARDS Operating Supplies Water Treatment Plant 233601 120 STAPLES ADVANTAGE Office Supplies Customer Service 233808 120 CENTURYLINK Telephone IT Telephone 233335 120 MINN OFFICE OF ENTERPRISE TECHNOLOGY Other Contracted Services Police 233817 120 DONS SOD SERVICE Landscape Materials/Supp Park Maintenance 234000 120 PRAHA DISTRIBUTING Liquor Product Received Prairie View Liquor Store 1008170 119 DAIKIN APPLIED Contract Svcs-HVAC City Hall-CAM 1008022 118 CAWLEY COMPANY,THE Clothing&Uniforms Prairie Village Liquor Store 1008221 115 BATTERIES PLUS Fire Prevention Supplies Fire 233457 114 BLAKE,JASON AR Utility Water Enterprise Fund 1008318 113 BOYER TRUCKS Equipment Parts Fleet Operating 233502 113 G&K SERVICES-MPLS INDUSTRIAL Cleaning Supplies Park Maintenance 1008230 112 INTEREUM INC Supplies-General Bldg Fitness/Conference-Cmty Ctr 233410 111 TRANSUNION RISK&ALTERNATIVE DATA Other Contracted Services Police 233350 110 OXYGEN SERVICE COMPANY EMS Supplies Fire 233885 109 SUBURBAN CHEVROLET Equipment Repair&Maint Fleet Operating 1008076 109 EXTREME BEVERAGE Liquor Product Received Den Road Liquor Store 233618 108 WALD,REBECCA Deposits-P&R Refunds Community Center Admin 1008105 107 DIVERSE BUILDING MAINTENANCE Janitor Service Historical Buildings 1008302 107 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 1008075 106 ELLIS,ROBERT Mileage&Parking Engineering 1008057 104 SPS COMPANIES Improvement Contracts Water Capital 233705 104 HENNEPIN COUNTY TAXPAYER SERVICES DEPT Other Contracted Services Engineering Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1008126 103 US HEALTH WORKS MEDICAL GRP MN,PC Employment Support Test Organizational Services 233478 102 CORNER MEDICAL EMS Supplies Fire 233296 101 DIRECTV Cable TV Community Center Admin 233272 100 ANAND,NARESH Refunds Environmental Education 233307 100 GENERAL MACHINING INC. Equipment Repair&Maint Fleet Operating 233322 100 KEIBLER,TRACY&CHARLES Refunds Environmental Education 233390 100 SWANSON,STEVEN&SARAH DENISE Refunds Environmental Education 233535 100 KODIAK CUSTOM LETTERING INC Clothing&Uniforms Day Care 233686 100 ERICSSON,JEANNE Refunds Environmental Education 233695 100 GHERITY,ELIZABETH Refunds Environmental Education 233738 100 MN DNR ECOLOGICAL AND WATER RESOURCES Licenses,Permits,Taxes Storm Drainage 233760 100 SANDS DIANE Refunds Environmental Education 233768 100 SPICHER,MEG Refunds Environmental Education 233861 100 MN DNR ECOLOGICAL AND WATER RESOURCES Licenses,Permits,Taxes Storm Drainage 233920 100 BOYEN,TARA Refunds Environmental Education 233947 100 GEORGIOFF,JAMES Refunds Environmental Education 1008243 100 SVOBODA,ANTHONY Clothing&Uniforms Fire 234027 98 VALLEY VIEW COOPERATIVE Refunds Environmental Education 233815 98 DIRECTV Cable TV Community Center Admin 234023 96 UNIFORMS UNLIMITED Clothing&Uniforms Police 233512 96 HASAN,RAHIL AR Utility Water Enterprise Fund 1008339 96 KUSTOM SIGNALS INC Equipment Repair&Maint Police 233612 96 TRUE FABRICATIONS Liquor Product Received Prairie View Liquor Store 1008208 95 STREICHERS Clothing&Uniforms Police 233567 95 PAGAC,FRED AR Utility Water Enterprise Fund 1008125 94 UPS Postage Fire 233467 93 BUSINESS IMPACT GROUP Clothing&Uniforms Fire 233566 92 OXYGEN SERVICE COMPANY EMS Supplies Fire 1008133 92 CAMPBELL,MARK E Mileage&Parking Tennis 1008086 92 PEZON,BRIANNA Mileage&Parking Park Facilities 233961 90 HOTSY MINNESOTA Equipment Repair&Maint Fleet Operating 233505 89 GRABHAM,DOUG AR Utility Water Enterprise Fund 233845 88 JERRY'S ENTERPRISES INC Equipment Repair&Maint Senior Center Programs 1008042 87 JANEX INC Supplies-General Building City Center Operations 1008349 86 STAR TRIBUNE MEDIA COMPANY LLC Dues&Subscriptions Utility Operations-General 233280 86 BAUER BUILT TIRE AND BATTERY Reimbursement Fleet Operating 234010 85 SIMERMERYER,ELIZABETH Deposits-P&R Refunds Community Center Admin 233538 84 LAMAH,CYNTHIA Deposits-P&R Refunds Community Center Admin 1008156 83 SHRED-IT USA MINNEAPOLIS Waste Disposal City Center Operations 233349 83 OUTDOOR ENVIRONMENTS INC Other Contracted Services Park Maintenance 234017 83 STATE OF MINNESOTA Miscellaneous DWI Forfeiture 1008016 82 A TO Z RENTAL CENTER Other Rentals Purgatory Creek Park 1008254 82 CHEMSEARCH Supplies-HVAC City Hall-CAM 233621 82 WARD,RICHARD AR Utility Water Enterprise Fund 1008139 81 DAVIS,HEATHER Mileage&Parking Playgrounds 233448 81 AT&T MOBILITY Pager&Cell Phone Water System Maintenance 234016 81 STARR,RYAN Deposits Escrow 233542 80 LAWRENZ,CARLA Deposits-P&R Refunds Community Center Admin 233905 80 AARP DRIVERS SAFETY Other Contracted Services Senior Center Programs 1008005 80 PROSOURCE SUPPLY Cleaning Supplies Fitness/Conference-Cmty Ctr Check# Amount Supplier/Explanation Account Description Business Unit Explanation 5131 80 VANCO SERVICES Miscellaneous Community Center Admin 1008043 79 JEFFERSON FIRE&SAFETY INC Repair&Maint.Supplies Fire 1008267 78 MOTOROLA Equipment Repair&Maint Public Safety Communications 1008298 77 MORNESS,BECCA Mileage&Parking Community Center Admin 1008092 76 WEEDMAN,NICOLE Operating Supplies Youth Programs Admin 233777 76 UNITED WAY United Way Withheld General Fund 1008146 76 KARST,JOAN E Mileage&Parking Facilities Staff 1008132 76 BATTERIES PLUS Equipment Parts Fitness/Conference-Cmty Ctr 233590 76 SABLAN,JOHN AR Utility Water Enterprise Fund 1008141 75 EXTREME BEVERAGE Liquor Product Received Prairie View Liquor Store 233281 75 BELAEN,MICHAEL&JENNA Refunds Environmental Education 1008286 74 DAVIS,HEATHER Mileage&Parking Youth Programs Admin 233496 74 FAHNING,BETH AR Utility Water Enterprise Fund 1008008 73 SCHMITZ,ADAM Operating Supplies Recycle Rebate 1008203 72 PRINTERS SERVICE INC Contract Svcs-Ice Rink Ice Arena Maintenance 233990 71 MINNEAPOLIS FINANCE DEPARTMENT Software Maintenance IT Operating 233269 70 AAA LAMBERTS LANDSCAPE PRODUCTS INC Landscape Materials/Supp Utility Operations-General 233848 70 KODIAK CUSTOM LETTERING INC Clothing&Uniforms Day Care 1008011 70 SINON,CORY Tuition Reimbursement/School Police 1008307 70 SINON,CORY Mileage&Parking Police 1008084 69 MPX GROUP,THE Printing Police 1008035 68 FASTSIGNS Printing Fire 1008227 66 FASTENAL COMPANY Safety Supplies Fleet Operating 233434 66 AGARWAL,GITU Deposits-P&R Refunds Community Center Admin 1008182 66 HD SUPPLY FACILITIES MAINTENANCE Supplies-General Bldg Den Bldg.-CAM 1008010 66 SHRED-IT USA MINNEAPOLIS Other Contracted Services Community Center Admin 1008064 65 WHEELER HARDWARE COMPANY Supplies-General Bldg Outdoor Center Facilities 234020 64 TITAN MACHINERY Equipment Parts Fleet Operating 233553 64 MINNEAPOLIS FINANCE DEPARTMENT Software Maintenance IT Operating 1007991 64 EXTREME BEVERAGE Liquor Product Received Prairie View Liquor Store 233594 63 SELISKI,GERALD AR Utility Water Enterprise Fund 233792 63 AAA LAMBERTS LANDSCAPE PRODUCTS INC Landscape Materials/Supp Storm Drainage 233720 62 KNOTTS,ADRIEN Deposits-P&R Refunds Community Center Admin 1008068 61 AJITAPRASAD,BEENA Mileage&Parking Community Center Admin 1007993 60 FLEETPRIDE INC Equipment Parts Fleet Operating 234004 59 RIGHTWAY GLASS INC Equipment Repair&Maint Fleet Operating 233937 59 E A SWEEN COMPANY Merchandise for Resale Concessions 1007992 59 FASTENAL COMPANY Safety Supplies Utility Operations-General 233664 57 CHAU,CINDY Deposits-P&R Refunds Community Center Admin 1008160 57 UTING,BRENDA Miscellaneous Parks Administration 1008343 55 MTI DISTRIBUTING INC Equipment Parts Fleet Operating 233463 55 BRAUN,JANNA AR Utility Water Enterprise Fund 1008330 53 GINA MAMAS INC Clothing&Uniforms Reserves 233992 52 MINNESOTA PRINT MANAGEMENT LLC Office Supplies Customer Service 233303 52 FELKER,BARBARA Deposits-P&R Refunds Community Center Admin 233357 50 SIGNSOURCE Office Supplies Administration 233274 50 ARMSTRONG,MARY Refunds Environmental Education 233321 50 KEEPERS Clothing&Uniforms Fire 233432 50 ADVANCED MINNESOTA Conference/Training Fire 233445 50 ARMSTRONG,MARY Refunds Environmental Education Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233493 50 ERLANDSON,MARIA Deposits-P&R Refunds Community Center Admin 233557 50 MPPOA Dues&Subscriptions Police 233564 50 OSACHO,LISA Refunds Environmental Education 233620 50 WALTER MECHANICAL Mechanical Permits General Fund 233734 50 MINNESOTA DEPARTMENT OF LABOR&INDUSTRY Tuition Reimbursement/School Water Treatment Plant 233793 50 ABLE DELUXE TECHNOLOGIES Dues&Subscriptions Senior Center Admin 233829 50 HARRELL,DEREK Refunds Environmental Education 233631 50 ZARLING,DAVID AR Utility Water Enterprise Fund 1008074 49 EIDE,CHRISTINA Mileage&Parking Community Center Admin 233347 49 O'BRIEN,CAROLYN Refunds Environmental Education 233892 49 VALLEY VIEW COOPERATIVE Refunds Environmental Education 233930 49 CHRISTENSEN,MARGE Deposits-P&R Refunds Community Center Admin 233985 49 MAGISTOCCHI,LUIS Refunds Environmental Education 233680 49 DIRECTV Other Contracted Services Police 233638 48 440400-NCPERS MINNESOTA PERA Health and Benefits 1008260 47 FEDEX Postage Human Resources 233499 47 FIEDLER,DONNA Deposits-P&R Refunds Community Center Admin 1008314 47 A TO Z RENTAL CENTER Equipment Repair&Maint Storm Drainage 233543 47 LI,JINGIING Deposits-P&R Refunds Community Center Admin 234008 45 SCHULKE,REED Operating Supplies Theatre Initiative 233556 45 MOULDER,ROBERT&SHARI Deposits Community Center Admin 233946 45 FRICKE&SONS SOD INC Landscape Materials/Supp Street Maintenance 1008134 45 CARLIN,JODY Deposits-P&R Refunds Community Center Admin 233565 44 OTTE,JETT AR Utility Water Enterprise Fund 233715 44 JERRY'S ENTERPRISES INC Employee Award Organizational Services 1008278 44 VTI Equipment Repair&Maint Public Safety Communications 233548 42 MERRIMAN,FRANCIS AR Utility Water Enterprise Fund 233778 42 UNIVERSAL ATHLETIC SERVICES INC Operating Supplies Park Maintenance 233619 42 WALSER CHRYSLER JEEP Equipment Parts Fleet Operating 1008109 41 HD SUPPLY FACILITIES MAINTENANCE Supplies-Electrical Facilities Operating ISF 233440 40 ANDERSON,JOAN C&DAVID Deposits Community Center Admin 233470 40 CARTER,DENIA R Deposits Community Center Admin 233477 40 CONNERS,DONNA Deposits Community Center Admin 233483 40 DAVIS,JOHN&DONNA Deposits Community Center Admin 233589 40 RYSKI,RANDALL&CONSTANCE Deposits Community Center Admin 233593 40 SARLES,KATHLEEN&DONALD Deposits Community Center Admin 233758 40 ROGERS,LISA Deposits Community Center Admin 233745 39 PAYNE,ANDREA Refunds Environmental Education 233994 37 MN MAINTENANCE EQUIPMENT INC Equipment Parts Fleet Operating 233545 37 LUND,PAUL AR Utility Water Enterprise Fund 233989 36 MINN OFFICE OF ENTERPRISE TECHNOLOGY Other Contracted Services Police 233809 36 COMCAST Cable TV Fire 233455 34 BIELSKI,HELEN AR Utility Water Enterprise Fund 1008261 33 FERRELLGAS Equipment Parts Fleet Operating 233978 32 LAMAH,CYNTHIA Deposits-P&R Refunds Community Center Admin 233465 32 BROWN,SHANNON Deposits-P&R Refunds Community Center Admin 233735 32 MINNESOTA DEPT OF HEALTH Tuition Reimbursement/School Water Treatment Plant 1008051 31 NORCOSTCO Operating Supplies Summer Theatre 233783 30 WETLAND PROFESSIONALS ASSOCIATION Dues&Subscriptions Storm Drainage 233864 29 NORTHERN TOOL Landscape Materials/Supp Street Maintenance Check# Amount Supplier/Explanation Account Description Business Unit Explanation 233924 29 CARRANE,B Refunds Environmental Education 234022 29 ULTIMATE PLAYGROUNDS INC Equipment Repair&Maint Round Lake 233584 29 REYNOLDS,LAURENCE AR Utility Water Enterprise Fund 233533 28 KEEPERS Clothing&Uniforms Fire 233667 28 COBORNS Merchandise for Resale Concessions 233605 28 TAGGATZ,EUGENE K AR Utility Water Enterprise Fund 233913 27 ASPEN MILLS Clothing&Uniforms Reserves 233534 27 KLUN,JANICE AR Utility Water Enterprise Fund 233517 27 HINTERSTOCKER,KRISTIN AR Utility Water Enterprise Fund 233460 26 BOER,CHERYL AR Utility Water Enterprise Fund 233518 25 HODGDON,PATRICIA Deposits-P&R Refunds Community Center Admin 233646 25 APPLIANCE OUTLET CENTER Waste Disposal Garden Room Repairs 1008154 25 SCHNICKEL,JENNY Canine Supplies Police 1007999 24 METROPOLITAN FORD Equipment Parts Fleet Operating 233514 24 HEILMAN,GREG AR Utility Water Enterprise Fund 233607 23 THOMAS,AARON AR Utility Water Enterprise Fund 233433 23 AFABLE,PEDRO AR Utility Water Enterprise Fund 233810 22 COMCAST Wireless Subscription IT Operating 233649 22 AT&T MOBILITY Pager&Cell Phone Park Maintenance 233579 22 POTVIN,BRENT AR Utility Water Enterprise Fund 1008192 21 METRO SALES INCORPORATED* Other Rentals Customer Service 233602 21 STATE OF MINNESOTA Miscellaneous DWI Forfeiture 1008099 20 CAWLEY COMPANY,THE Clothing&Uniforms Den Road Liquor Store 233436 20 ALDRITT,JACKIE Deposits Community Center Admin 233441 20 ANDERSON,LINDA K Deposits Community Center Admin 233442 20 ANDERSON,MARTHA Deposits Community Center Admin 233484 20 DAVIS,SANDRA Deposits Community Center Admin 233497 20 FALTINSON,JULILE Deposits Community Center Admin 233536 20 KUHLMAN,BARBARA Deposits Community Center Admin 233541 20 LARSON,DOROTHY Deposits Community Center Admin 233547 20 MARTIN,CRAIG Deposits Community Center Admin 233549 20 MESHBESHER,MARLEE Deposits Community Center Admin 233559 20 NEWHALL,EMILY Deposits Community Center Admin 233560 20 NEWHALL,PETER Deposits Community Center Admin 233569 20 PARNES,GARY Deposits Community Center Admin 233572 20 PETRESCU,DANIELA Deposits Community Center Admin 233573 20 PETROSKI,RENEE Deposits Community Center Admin 233583 20 RAMETTE,JIM Deposits Community Center Admin 233586 20 RIX,RICHARD Deposits Community Center Admin 233588 20 ROSOL,ZACHARY Deposits Community Center Admin 233591 20 SANDEEN,REBEKA Deposits Community Center Admin 233595 20 SHARMA,NEERU Deposits Community Center Admin 233597 20 SMITH,MELANIE LAWRENCE Deposits Community Center Admin 233604 20 SWARTOUT,CYNTHIA Deposits Community Center Admin 233608 20 THOMPSON,ANDREW Deposits Community Center Admin 233623 20 WEBER,ERIN Deposits Community Center Admin 233625 20 WILKINSON,SUSAN Deposits Community Center Admin 233632 20 ZHANG,QIN Deposits Community Center Admin 233804 20 BECHTEL,MARY LYNN Deposits-P&R Refunds Community Center Admin 1008311 20 WEIDENDORF,BROOKE Tuition Reimbursement/School Fitness Classes Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1008163 19 A TO Z RENTAL CENTER Equipment Repair&Maint Fire 233609 19 THOMPSON,CHERYL AR Utility Water Enterprise Fund 233474 19 COMCAST Wireless Subscription IT Operating 233570 19 PAUL,RONALD AR Utility Water Enterprise Fund 233630 17 YAN,LIN AR Utility Water Enterprise Fund 233487 17 DURDA,JAMES AR Utility Water Enterprise Fund 233522 17 ILUSHKA,TAMARA AR Utility Water Enterprise Fund 233488 16 D'VALLE,MR&MRS J AR Utility Water Enterprise Fund 233568 15 PARKER,DAVID AR Utility Water Enterprise Fund 1008224 14 CUSTOM HOSE TECH Equipment Parts Fleet Operating 1008276 11 UPS Office Supplies Utility Operations-General 233633 11 ZHU,REBECCA AR Utility Water Enterprise Fund 1008210 11 UPS Other Contracted Services Fleet Operating 233471 11 CARVER COUNTY LICENSE CENTER Licenses&Taxes Fleet Operating 233689 10 FISERV INC Bank and Service Charges Water Accounting 233498 10 FASEN,ART Deposits-P&R Refunds Community Center Admin 233888 10 TRUE FABRICATIONS Liquor Product Received Prairie Village Liquor Store 233469 10 CARSTENS,DAVID AR Utility Water Enterprise Fund 1007986 9 BATTERIES PLUS Supplies-Electrical Den Road Liquor Store 233511 9 HARGREAVES,KIRSTINE AR Utility Water Enterprise Fund 233737 9 MINNESOTA VALLEY ELECTRIC COOPERATIVE Electric Riley Creek Woods 233492 8 ERICKSON,VERONICA AR Utility Water Enterprise Fund 1008234 8 METROPOLITAN FORD Equipment Parts Fleet Operating 233714 8 J H LARSON COMPANY Contract Svcs-Electrical Public Works/Parks 233921 8 BRATTON,COLLEEN Deposits-P&R Refunds Community Center Admin 233941 7 ERDMAN-LUNTZ,RONALD Deposits-P&R Refunds Community Center Admin 233616 7 VIRNIG,NANCY Deposits-P&R Refunds Community Center Admin 233606 7 TCG PROPERTIES LLC AR Utility Water Enterprise Fund 1008295 7 METROPOLITAN FORD Equipment Parts Fleet Operating 233574 6 PETTERSSON,STEFAN AR Utility Water Enterprise Fund 233729 4 MATSON HOLDINGS INC Small Tools Fleet Operating 233811 4 COMCAST Cable TV Fire 233485 4 DEALER AUTOMOTIVE SERVICES INC Equipment Parts Fleet Operating 234007 4 SCHUEFFTAN-CARLSON,APRIL Deposits-P&R Refunds Community Center Admin 233959 3 HIRSI,KHADRA A Deposits-P&R Refunds Community Center Admin 233672 2 COMCAST Other Contracted Services Police 233973 2 KOLLMEYER,ANNE Deposits-P&R Refunds Community Center Admin 8,188,911 Grand Total City of Eden Prairie Purchasing Card Payment Report June Purchases Amount Explanation Vendor Account Description Business Unit 64 US-storm trailer MENARDS Repair&Maint.Supplies Storm Drainage 32 US-water main leak MCDONALDS Repair&Maint. Supplies Water System Maintenance -107 US-cc personal use JORDAN ACE HARDWARE Deposits Escrow 107 US-cc personal use JORDAN ACE HARDWARE Deposits Escrow 5 US-water main leak SUPER AMERICA Repair&Maint.Supplies Water System Maintenance 15 US-tool MENARDS Operating Supplies Park Maintenance 25 US-picnic table repair HOME DEPOT CREDIT SERVICES Operating Supplies Park Maintenance 10 US-hort supplies-sr ctr HOME DEPOT CREDIT SERVICES Landscape Materials/Supp Park Maintenance 30 US-writing workshop MAGC Conference/Training Communications 5 US-program supplies WALGREEN'S#5080 Operating Supplies Senior Center Programs 436 US-green acres tour CRUMB GOURMET DELI Special Event Fees Trips 155 US-coffee supplies COFFEE WHOLESALE Operating Supplies Senior Board 76 US-garden party CUB FOODS EDEN PRAIRIE Special Event Fees Senior Board 253 US-4th-pickleball supplies ROSE BRAND WIPERS Operating Supplies July 4th Celebration 25 US-thumb control MENARDS Repair&Maint.Supplies Sewer Liftstation 3 US-pvc con NAPA AUTO PARTS Repair&Maint.Supplies Sewer Liftstation 1 US-sump pump MENARDS Repair&Maint.Supplies Storm Drainage 2 US-clamp NAPA AUTO PARTS Repair&Maint. Supplies Sewer System Maintenance 11 US-hacksaw NAPA AUTO PARTS Small Tools Sewer System Maintenance 4 US-funnel NAPA AUTO PARTS Repair&Maint. Supplies Sewer Liftstation 106 US-supplies for cemetary dress MENARDS Landscape Materials/Supp Park Maintenance 36 US-riley shed supplies MENARDS Building Repair&Maint. Park Maintenance 60 US-trainig Pete and Brian MACQUEEN EQUIPMENT INC Conference/Training Sewer System Maintenance 111 US-batteries MENARDS Repair&Maint. Supplies Utility Operations-General 59 US-tiedowns MENARDS Repair&Maint. Supplies Storm Drainage 160 US-soil test UNIVERSITY OF MINNESOTA Testing-Soil Boring Water Treatment Plant 99 US-gear keeper PAYPAL INC Equipment Parts Water Treatment Plant 66 US-lab supplies MENARDS Lab Supplies Water Treatment Plant 22 US-tools MENARDS Repair&Maint.Supplies Park Maintenance 194 US-supplies/tools W W GRAINGER INC Small Tools Park Maintenance 7 US-link coil MENARDS Repair&Maint.Supplies Water Treatment Plant 23 US-tree inspector supplies HOME DEPOT CREDIT SERVICES Operating Supplies Tree Disease 66 US-solar panel for park sign SILICON SOLAR Building Materials Cummins Grill 6 US-parking for exam STANDARD PARKING Mileage&Parking Park Maintenance 10 US-J Cordes CC personal use BURGER KING Deposits Escrow 138 US-business mtg BACHMANS CREDIT DEPT Operating Supplies Fire 17 US-business mtg MICHAELS-THE ARTS&CRAFTS Operating Supplies Fire 165 US-business mtg NOTHING BUNDT CAKES Operating Supplies Fire 75 US-business mtg MICHAELS-THE ARTS&CRAFTS Operating Supplies Fire 37 US-business mtg MICHAELS-THE ARTS&CRAFTS Operating Supplies General Fund 1,905 US-business mtg BUCA Operating Supplies Fire 9 US-recruit interviews GREEK GRILL&FRY Operating Supplies Fire 1,025 US-rope rescue CMC RESCUE INC. Tuition Reimbursement/School Fire -43 US-return MICHAELS-THE ARTS&CRAFTS Operating Supplies Fire 206 US-mail FEDEX Printing Fire 3 US-K Cox CC personal use HOLIDAY STATION STORES INC Deposits Escrow 124 US-A Rose-flowers BACHMANS CREDIT DEPT Operating Supplies Fire 119 US-flowers-David Gandrud BACHMANS CREDIT DEPT Operating Supplies Fire 645 US-training IAFCI Conference/Training Fire 75 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 7 US-café food RAINBOW FOODS INC. Merchandise for Resale Concessions 25 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 5 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 18 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 227 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 30 US-café food RAINBOW FOODS INC. Merchandise for Resale Concessions 179 US-license fee HENNEPIN COUNTY TREASURER Licenses,Permits,Taxes,Fees Concessions 49 US-license fee HENNEPIN COUNTY TREASURER Licenses,Permits,Taxes,Fees Concessions 20 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 237 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 16 US-café food WALMART COMMUNITY Merchandise for Resale Concessions Amount Explanation Vendor Account Description Business Unit 6 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 78 US-café food RAINBOW FOODS INC. Merchandise for Resale Concessions 170 US-PLL trng for S Borg PAYPAL INC Training Supplies Water Treatment Plant 21 US-training per diem GREEN MILL Travel Expense Water Treatment Plant 40 US-office supplies WALMART COMMUNITY Office Supplies Water Treatment Plant 11 US-beach party ITUNES STORE Operating Supplies Special Events(CC) 4 US-beach party ITUNES STORE Operating Supplies Special Events(CC) 90 US-fitness AMAZON.COM Operating Supplies Round Lake Beach 275 US-renewal-R Ellis TPCB INC Licenses,Permits,Taxes,Fees Engineering 11 US-office supplies OFFICE DEPOT CREDIT PLAN Operating Supplies Park Maintenance 40 US-fuel P J'S Operating Supplies Fire 19 US-deployment ALMOST LINDYS Operating Supplies Fire 11 US-deployment SHA SHA RESORT Operating Supplies Fire 13 US-deployment CHOCOLATE MOOSE RESTAURAN Operating Supplies Fire 65 US-fuel FREEDOM VALU CENTER Operating Supplies Fire 13 US-deployment CHOCOLATE MOOSE RESTAURAN Operating Supplies Fire 38 US-deployment THUNDERBIRD LODGE Operating Supplies Fire 29 US-fuel WAYSIDE CORNER STORE Operating Supplies Fire 6 US-parking STANDARD PARKING Operating Supplies Fire 16 US-breakfast for crew MCDONALDS Operating Supplies Fire 358 US-flight DELTA AIR Operating Supplies Fire 1,005 US-USB Card Readers AMAZON.COM Computers IT Operating 321 US-license for fire ipad ITUNES STORE Software IT Operating 54 US-External hard drive AMAZON.COM Computers IT Operating 402 US-USB Card Readers AMAZON.COM Computers IT Operating 16 US-software Subscription MICROSOFT CORPORATE Software IT Operating 18 US-external floppy drive AMAZON.COM Computers IT Operating 153 US-surge protector AMAZON.COM Miscellaneous IT Operating 284 US-surge protector AMAZON.COM Miscellaneous IT Operating 28 US-swift mtg parking 501 SELF PARK INTERPARK Mileage&Parking Administration 220 US-elections event BIAGGI'S RISTORANTE ITALIANO Miscellaneous Administration 105 US-fridge for coaches room HOME DEPOT CREDIT SERVICES Operating Supplies Ice Rink#1 41 US-name tags OFFICE DEPOT CREDIT PLAN Operating Supplies Ice Rink#1 46 US-kiddie parade chairs A TO Z RENTAL CENTER Operating Supplies July 4th Celebration 50 US-kiddie parade supplies PARTY CITY Operating Supplies July 4th Celebration 800 US-data recovery software SUSTEEN INC Equipment Repair&Maint IT Operating 1,119 US-computer forensics software ACCESSDATA CORP Equipment Repair&Maint IT Operating 24 US-irrigation boxes MENARDS Operating Supplies Park Maintenance 22 US-irrigation MENARDS Operating Supplies Park Maintenance 45 US-tools&supplies MENARDS Operating Supplies Park Maintenance 55 US-baseline MENARDS Repair&Maint.Supplies Park Maintenance 1 US-irrigation SUPER AMERICA Operating Supplies Park Maintenance 201 US-investigation books NFPA Training Supplies Fire 52 US-fire class text books HENNEPIN TECHNICAL COLLEGE Tuition Reimbursement/School Fire 33 US-battery for camera BEST BUY Video&Photo Supplies Fire 135 US-archery shed MENARDS Building Repair&Maint. Park Maintenance 9 US-LRT mtg GRANITE CITY FOOD&BREWERY Miscellaneous Community Development Admin. 33 US-marathon trng supplies AMAZON.COM Operating Supplies Specialty Fitness Programs 77 US-marathon trng supplies AMAZON.COM Operating Supplies Specialty Fitness Programs 55 US-cc operating OFFICEMAX CREDIT PLAN Operating Supplies Community Center Admin 25 US-oak point HOME DEPOT CREDIT SERVICES Operating Supplies Oak Point Operations 277 US-beach/operating WALMART COMMUNITY Operating Supplies Riley Lake Beach 75 US-fitness BEST BUY Operating Supplies Ice Show 99 US-rd lake lifejackets WALMART COMMUNITY Operating Supplies Round Lake Beach 118 US-supplies GANDER MOUNTAIN Operating Supplies Round Lake Beach 162 US-aquatics AMERICAN RED CROSS Conference/Training Pool Operations 135 US-aquatics AMERICAN RED CROSS Conference/Training Pool Operations 324 US-aquatics AMERICAN RED CROSS Conference/Training Pool Operations 209 US-aquatics AMERICAN RED CROSS Conference/Training Pool Operations 280 US-camps AMERICAN RED CROSS Conference/Training Youth Programs Admin 175 US-camps AMERICAN RED CROSS Conference/Training Youth Programs Admin 70 US-tennis AMERICAN RED CROSS Conference/Training Youth Programs Admin 210 US-aquatics AMERICAN RED CROSS Conference/Training Pool Operations 105 US-camps AMERICAN RED CROSS Conference/Training Youth Programs Admin 35 US-fun squad AMERICAN RED CROSS Conference/Training Day Care Amount Explanation Vendor Account Description Business Unit 35 US-art center AMERICAN RED CROSS Conference/Training Arts Center 81 US-aquatics AMERICAN RED CROSS Conference/Training Pool Operations 35 US-fun squad AMERICAN RED CROSS Conference/Training Day Care 70 US-community center AMERICAN RED CROSS Conference/Training Community Center Admin 35 US-inclusion AMERICAN RED CROSS Conference/Training Recreation Admin 105 US-inclusion AMERICAN RED CROSS Conference/Training Recreation Admin 95 US-camps AMERICAN RED CROSS Conference/Training Youth Programs Admin 35 US-tennis AMERICAN RED CROSS Conference/Training Youth Programs Admin 19 US-aquatics AMERICAN RED CROSS Conference/Training Pool Operations 35 US-city center AMERICAN RED CROSS Conference/Training Youth Programs Admin 57 US-fitness AMERICAN RED CROSS Conference/Training Fitness Classes 19 US-inclusion AMERICAN RED CROSS Conference/Training Recreation Admin 215 US-wellness-walk to key west TARGET Employee Award Organizational Services 51 US-pedometers-new hire gifts WALMART COMMUNITY Employee Award Organizational Services 155 US-membership dues APA MINNESOTA Dues&Subscriptions Planning 60 US-supplies OFFICE DEPOT CREDIT PLAN Deposits Escrow 15 US-HRDC event POTBELLY Operating Supplies Housing and Community Service 220 US-Koivumaki cc fraud US BANK Deposits Escrow -220 US-Koivumaki cc fraud US BANK Deposits Escrow 15 US-property mgr meeting TARGET Operating Supplies Housing and Community Service -60 US-return supplies OFFICE DEPOT CREDIT PLAN Deposits Escrow 250 US-NAHRO conf MARRIOTT HOTELS Conference/Training Housing and Community Service 5,007 US-May14 Bldg Surchgs DEPT OF LABOR&INDUSTRY Building Surcharge General Fund 925 US-May14 Bldg Surchgs DEPT OF LABOR&INDUSTRY Mechanical Surcharge General Fund 622 US-May14 Bldg Surchgs DEPT OF LABOR&INDUSTRY Plumbing Surcharge General Fund -131 US-May14 Bldg Surchgs DEPT OF LABOR&INDUSTRY Other Revenue General Fund 188 US-counterpoint gateway NCR SPECIALTY Bank and Service Charges Prairie Village Liquor Store 334 US-counterpoint gateway NCR SPECIALTY Bank and Service Charges Den Road Liquor Store 218 US-counterpoint gateway NCR SPECIALTY Bank and Service Charges Prairie View Liquor Store -30 US-refund GOVERNMENT FINANCE OFFICER Training Supplies Finance 40 US-UB recurring PAYPAL INC Bank and Service Charges Utility Operations-General 20 US-epermit web security PAYPAL INC Equipment Repair&Maint IT Operating 51 US-UB online processing PAYPAL INC Bank and Service Charges Utility Operations-General 31 US-park café supplies MERLINS ACE HARDWARE Operating Supplies Concessions 55 US-real estate-continuing ed CONTINUINGEDEXPRESS.COM Conference/Training Economic Development 249 US-subscription renewal FINANCE&COMMERCE Dues&Subscriptions Economic Development 156 US-genie lift battery MILLS FLEET FARM Equipment Parts Water Treatment Plant 26 US-office supplies OFFICE DEPOT CREDIT PLAN Office Supplies Water Treatment Plant 362 US-budget planning meeting CRUMB GOURMET DELI Repair&Maint.Supplies Utility Operations-General 113 US-plants COLD STREAM FARM Repair&Maint.Supplies Utility Operations-General 910 US-restock bolt bins B&F FASTENER SUPPLY CO Repair&Maint.Supplies Sewer System Maintenance 220 US-craucauer retirement HALLMARK INSIGHTS Employee Award Internal Events 311 US-council workshop food QDOBA MEXICAN GRILL Miscellaneous City Council 76 US-sunshine fund-J Hunt AVAS FLOWERS Deposits Escrow 94 US-sunshine fund-S Boyer TROYS FLORIST Deposits Escrow 50 US-sunshine fund-M Larson ST JODES CHILDRENS RESEARCH Deposits Escrow 110 US-uniforms ADOLPH KIEFER&ASSOCIATES Clothing&Uniforms Riley Lake Beach 38 US-tennis certs AMERICAN RED CROSS Conference/Training Recreation Admin 133 US-camps certs AMERICAN RED CROSS Conference/Training Recreation Admin 19 US-fitness staff certs AMERICAN RED CROSS Conference/Training Aquatics&Fitness Admin 38 US-fit kids staff certs AMERICAN RED CROSS Conference/Training Day Care 130 US-aquatics staff AMERICAN RED CROSS Conference/Training Pool Operations 220 US-aquatics staff AMERICAN RED CROSS Conference/Training Oak Point Lessons 350 US-lifeguard class AMERICAN RED CROSS Conference/Training Pool Lessons 77 US-beach BEST BUY Operating Supplies Round Lake Beach 306 US-RL lifejackets GANDER MOUNTAIN Operating Supplies Round Lake Beach 132 US-uniforms ADOLPH KIEFER&ASSOCIATES Clothing&Uniforms Riley Lake Beach 479 US-uniforms SWIMOUTLET.COM Clothing&Uniforms Oak Point Lessons 150 US-canoe equip GANDER MOUNTAIN Operating Supplies Round Lake Beach 44 US-office equip OFFICE DEPOT CREDIT PLAN Operating Supplies Aquatics&Fitness Admin 54 US-riley-wheel barrow HOME DEPOT CREDIT SERVICES Operating Supplies Riley Lake Beach 60 US-riley 4th event RAINBOW FOODS INC. Operating Supplies Riley Lake Beach 53 US-supplies PARTY CITY Operating Supplies July 4th Celebration 27 US-supplies OFFICEMAX CREDIT PLAN Operating Supplies July 4th Celebration 87 US-supplies ORIENTAL TRADING Operating Supplies July 4th Celebration Amount Explanation Vendor Account Description Business Unit 21 US-supplies TARGET Operating Supplies Community Center Admin 21 US-supplies DOLLAR TREE STORES,INC. Operating Supplies Round Lake Beach 39 US-supplies WALMART COMMUNITY Operating Supplies July 4th Celebration 11 US-supplies MICHAELS-THE ARTS&CRAFTS Operating Supplies July 4th Celebration 3 US-office supplies TARGET Operating Supplies July 4th Celebration 126 US-supplies PARTY CITY Operating Supplies July 4th Celebration 538 US-cables/supplies MICRO CENTER A/R Operating Supplies Fire 600 US-c-5 armor.308 rifle plate NORTH AMERICAN RESCUE Safety Supplies Fire 70 US-sunscreen TARGET Safety Supplies Fire 325 US-grips GROSS AUTOMATION Small Tools Fire 1,269 US-c/b supplies MENARDS Repair&Maint.Supplies Storm Drainage -183 US-refund HYATT HOTELS Conference/Training City Clerk 21 US-bug spray HOME DEPOT CREDIT SERVICES Repair&Maint.Supplies Utility Operations-General 63 US-sod staples HOME DEPOT CREDIT SERVICES Repair&Maint.Supplies Storm Drainage 135 US-P.E.license-Rod Rue BOARD OF AELSLAGID Licenses,Permits,Taxes,Fees Engineering 495 US-MWITE registration-R Newton PAYPAL INC Conference/Training Transportation Fund 135 US-P.E license-R Newton BOARD OF AELSLAGID Licenses,Permits,Taxes,Fees Engineering 37 US-supplies MENARDS Operating Supplies Ice Rink#1 48 US-supplies HOME DEPOT CREDIT SERVICES Operating Supplies Ice Rink#1 127 US-training lunch GINA MARIAS INC Conference/Training Fleet Operating 4 US-keys HOME DEPOT CREDIT SERVICES Operating Supplies Fleet Operating 180 US-parts RYDER FLEET PRODUCTS Equipment Parts Fleet Operating 199 US-training S Matula AUTOMOTIVE SERVICE EXCELLEI Conference/Training Fleet Operating 17 US-concrete supplies HOME DEPOT CREDIT SERVICES Operating Supplies Street Maintenance 85 US-repair EXCELSIOR APPLIANCE SALES&!Repair&Maint.Supplies Fitness/Conference-Cmty Ctr 306 US-keys SOUTHWEST LOCK&KEY Repair&Maint.Supplies Den Bldg.-CAM 177 US-storage boxes TARGET Operating Supplies Arts Center 103 US-butcher paper rolls DISCOUNT SCHOOL SUPPLY Operating Supplies Arts Center 98 US-labeler for art center OFFICEMAX CREDIT PLAN Operating Supplies Arts Center 24 US-puzzles for camp DISCOUNT SCHOOL SUPPLY Operating Supplies Arts Center 40 US-ad for one act auditions PAYPAL INC Advertising Theatre Initiative 128 US-mapp gas HOME DEPOT CREDIT SERVICES Operating Supplies Arts Center -12 US-return unused supplies HOME DEPOT CREDIT SERVICES Operating Supplies Arts Center 3 US-clamp HOME DEPOT CREDIT SERVICES Operating Supplies Arts Center 375 US-scheduling software NIMBLE SCHEDULE Other Contracted Services Community Center Admin 164 US-meal for flood crew FIVE GUYS Operating Supplies Street Maintenance 217 US-investigations gps BEST BUY Operating Supplies Police 14 US-reserve calendar CALENDAR WIZ Operating Supplies Reserves 2 US-cable clamps MENARDS Operating Supplies Park Maintenance 9 US-clamps RL net MENARDS Operating Supplies Park Maintenance 46 US-critter food PETCO Operating Supplies Outdoor Center 29 US-critter food PETCO Operating Supplies Outdoor Center 21 US-critter food MILLS FLEET FARM Operating Supplies Outdoor Center 39 US-critter food PETCO Operating Supplies Outdoor Center 91 US-gps units AMAZON.COM Capital Under$25,000 Outdoor Center 100 US-gps units AMAZON.COM Capital Under$25,000 Outdoor Center 294 US-gps units AMAZON.COM Capital Under$25,000 Outdoor Center 13 US-bee killer MENARDS Operating Supplies Park Maintenance 17 US-mayors conf YELLOW CHECKER SHUTTLE Travel Expense City Council 954 US-mayors conf OMNI HOTELS Travel Expense City Council -295 US-cancelled trng class EVENTBRITE Conference/Training Public Safety Communications -355 US-return supplies TIGERDIRECT.COM Equipment Repair&Maint Public Safety Communications 207 US-LS1 CLOSED CIRCUIT SPECIALISTS IN(Equipment Repair&Maint Public Safety Communications 469 US-squad car antenna TESSCO INC Equipment Repair&Maint Public Safety Communications 498 US-squad car antenna TESSCO INC Equipment Repair&Maint Public Safety Communications 90 US-art center supplies DELPHI Operating Supplies Arts Center -79 US-refund GRAND VIEW LODGE Tuition Reimbursement/School Police 199 US-Vosbeek cc charge APCO INTERNATIONAL Deposits Escrow -199 US-Vosbeek cc charge APCO INTERNATIONAL Deposits Escrow 276 US-membership dues WATER ENVIRONMENT FEDERAT]Dues&Subscriptions Sewer Utility-General 79 US-membership dues WATER ENVIRONMENT FEDERAT]Dues&Subscriptions Sewer Utility-General 15 US-flood response team food WALMART COMMUNITY Operating Supplies Utility Operations-General 62 US-tape OFFICE DEPOT CREDIT PLAN Operating Supplies Den Road Liquor Store 118 US-shopping baskets STORE SUPPLY WAREHOUSE Operating Supplies Den Road Liquor Store 157 US-cc item returned OFFICE DEPOT CREDIT PLAN Deposits Escrow Amount Explanation Vendor Account Description Business Unit -157 US-cc item returned OFFICE DEPOT CREDIT PLAN Deposits Escrow 148 US-register pads AMAZON.COM Operating Supplies Den Road Liquor Store 20 US-keys for cabinets MINUTE KEY Operating Supplies Youth Programs Admin 10 US-camp supplies MENARDS Operating Supplies Youth Programs Admin 279 US-staff training DAVANNI'S PIZZA Operating Supplies Youth Programs Admin 278 US-playground camp supplies WALMART COMMUNITY Operating Supplies Playgrounds 534 US-staff uniforms INNOVATIVE GRAPHICS Clothing&Uniforms Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 10 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 74 US-camp supplies S&S WORLDWIDE Operating Supplies Youth Programs Admin 170 US-camp supplies AMAZON.COM Operating Supplies Youth Programs Admin 150 US-registration USTA Dues&Subscriptions Tennis 40 US-registration USTA Dues&Subscriptions Tennis 855 US-jtt uniforms INNOVATIVE GRAPHICS Clothing&Uniforms Tennis 110 US-registration USTA Clothing&Uniforms Tennis 40 US-camp supplies WALMART COMMUNITY Operating Supplies Playgrounds 82 US-camp supplies WALMART COMMUNITY Operating Supplies Playgrounds 120 US-registration USTA Dues&Subscriptions Tennis 140 US-registration USTA Dues&Subscriptions Tennis Amount Explanation Vendor Account Description Business Unit 274 US-safety camp TARGET Operating Supplies Safety Camp 23 US-playground supplies WALMART COMMUNITY Operating Supplies Playgrounds 15 US-safety camp OFFICEMAX CREDIT PLAN Operating Supplies Safety Camp 19 US-safety camp MENARDS Operating Supplies Safety Camp 145 US-camp supplies S&S WORLDWIDE Operating Supplies Playgrounds 10 US-registration USTA Dues&Subscriptions Tennis 111 US-playground supplies HOME DEPOT CREDIT SERVICES Operating Supplies Youth Programs Admin 563 US-camp supplies S&S WORLDWIDE Operating Supplies Playgrounds 20 US-membership USTA Dues&Subscriptions Tennis 20 US-membership USTA Dues&Subscriptions Tennis 210 US-safety camp TARGET Operating Supplies Safety Camp 60 US-staff supper CHIPOTLE Operating Supplies Youth Programs Admin 148 US-camp supplies S&S WORLDWIDE Operating Supplies Playgrounds 32 US-program supplies WALMART COMMUNITY Operating Supplies Youth Programs Admin 167 US-green dot balls WILSON SPORTING GOODS Operating Supplies Tennis 4 US-green dot balls WILSON SPORTING GOODS Operating Supplies Tennis 32 US-archery supplies LANCASTER ARCHERY SUPPLY Operating Supplies Lesson Skills Development 230 US-registration USTA-NORTHERN SECTION Dues&Subscriptions Tennis 12 US-adhesive HOME DEPOT CREDIT SERVICES Operating Supplies Tennis 105 US-Riley camp supplies WALMART COMMUNITY Operating Supplies Day Camp 15 US-playground camp supplies MICHAELS-THE ARTS&CRAFTS Operating Supplies Playgrounds 19 US-playground supplies DOLLAR TREE STORES,INC. Operating Supplies Playgrounds 86 US-supplies WALMART COMMUNITY Operating Supplies New Adaptive 51 US-adaptive teen camp DAVANNI'S PIZZA Operating Supplies New Adaptive 64 US-in/out/about camp SEA LIFE MN Special Event Fees New Adaptive 26 US-in/out/about camp CENTENNIAL LAKES PARK Special Event Fees New Adaptive 120 US-in/out/about camp PAINT YOUR PLATE Special Event Fees New Adaptive 40 US-in/out/about camp BRUNSWICK BOWLING LANES Special Event Fees New Adaptive 32 US-disabilities camp AUTISM SHOP Operating Supplies New Adaptive 5 US-everyone can dance RAINBOW FOODS INC. Operating Supplies Leisure Education 12 US-4th planning mtg WALMART COMMUNITY Operating Supplies July 4th Celebration 158 US-4th staff meeting GINA MARIAS INC Operating Supplies July 4th Celebration 2 U-july 4 event HOLIDAY STATION STORES INC Operating Supplies July 4th Celebration 6 US-July 4 supplies OFFICE DEPOT CREDIT PLAN Operating Supplies July 4th Celebration 5 US-July 4 supplies HOLIDAY STATION STORES INC Operating Supplies July 4th Celebration 14 US-ice-4th of july HOLIDAY STATION STORES INC Operating Supplies July 4th Celebration 265 US-UL milwaulkie HOTELS.COM Conference/Training Fire 9 US-weather app ITUNES STORE Dues&Subscriptions Fire -133 US-refund HOTELS.COM Conference/Training Fire 86 US-fuel POYNETTE PLAZA Conference/Training Fire 25 US-parking HILTON HOTELS Mileage&Parking Fire 63 US-riley lifeguard equip CONTAINER STORE Operating Supplies Riley Lake Beach 139 US-ground breaking NOTHING BUNDT CAKES Operating Supplies Pool Operations 26 US-ground breaking PARTY CITY Operating Supplies Pool Operations 480 US-supplies ADOLPH KIEFER&ASSOCIATES Operating Supplies Riley Lake Beach 289 US-supplies ADOLPH KIEFER&ASSOCIATES Operating Supplies Round Lake Beach 103 US-yoga cert HOME DEPOT CREDIT SERVICES Operating Supplies Specialty Fitness Programs 14 US-beach party supplies HOLIDAY STATION STORES INC Operating Supplies Round Lake Beach 853 US-sound equip AV NOW,INC Video&Photo Supplies Fitness Classes 250 US-monthly licensing SCW FITNESS Licenses,Permits,Taxes,Fees Fitness Classes 65 US-wineclub EVENTWRISTBANDS.COM Operating Supplies Den Road Liquor Store -10 US-refund RAY ALLEN MANUFACTURING CC Canine Supplies Police 32 US-tools HOME DEPOT CREDIT SERVICES Small Tools Sewer System Maintenance 111 US-flood day GINA MARIAS INC Repair&Maint. Supplies Utility Operations-General 48,468 Report Total CITY COUNCIL AGENDA DATE: SECTION: Ordinances &Resolutions August 19, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XI.A. Richard Rosow, City Attorney Adopt Ordinance granting the HRA authority to exercise the powers granted to the City by Minn. Stat. Chap. 462C Requested Action Move to: Approve the First Second Readings of the Ordinance granting the Housing and Redevelopment Authority in and for the City of Eden Prairie the powers granted to the City by Minn. Stat. Chap. 462C. Synopsis The Housing and Redevelopment Authority in and for the City of Eden Prairie ("HRA")has been asked to refund bonds originally issued by the City in 2004 as part of the Broadmoor Apartments, Inc. project. The attached ordinance grants the HRA the powers, including the powers to issue bonds under the Chapter, granted to the City in Minn. Stat. Chap 462C. Attachment Ordinance CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA ORDINANCE NO. -2014 AN ORDINANCE OF THE CITY OF EDEN PRAIRIE, MINNESOTA, GRANTING THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE THE POWERS GRANTED TO THE CITY IN MN. STAT. CHAP. 462C THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, ORDAINS: (a) The Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota (the "HRA") has been duly organized pursuant to Minnesota Statutes, Sections 469.001-469.047, as amended. (b) The Legislature of the State of Minnesota has enacted Minnesota Statutes, Chapter 462C, as amended (the "Housing Act"), to regulate the planning and implementation of single family housing programs and multifamily housing developments and has provided for the financing of such single family housing programs and multifamily housing developments in accordance with the provisions of the Housing Act. (c) Under the terms of the Housing Act, a city is authorized to develop and administer programs of making or purchasing mortgage or rehabilitation loans to finance the acquisition or rehabilitation of single family housing by low and moderate income persons and families anywhere within its boundaries, or making or purchasing loans to finance multifamily housing developments or the rehabilitation of multifamily housing developments. (d) Under the terms of the Housing Act, the City has the power to authorize the HRA to exercise, on behalf of the City, the powers conferred by the Housing Act. (e) Accordingly, the Housing and Redevelopment Authority in and for the City of Eden Prairie is hereby authorized to exercise, on behalf of the City, all of the powers conferred by the Housing Act. This ordinance shall become effective from and after its passage and publication. FIRST READ and finally read, adopted and ordered published at a regular meeting of the City Council of the City of Eden Prairie on the 19th day of August, 2014 Kathleen Porta, City Clerk Nancy Tyra-Lukens, Mayor PUBLISHED in the Eden Prairie News on . CITY COUNCIL AGENDA DATE: August 19, 2014 SECTION: Ordinances &Resolutions SERVICE AREA/DIVISION: ITEM DESCRIPTION: ITEM NO.: XI.B. Richard Rosow Adopt Resolution approving the issuance City Attorney of revenue bonds by the HRA Requested Action Move to: Adopt the Resolution approving the issuance of revenue bonds by the Housing and Redevelopment Authority in and for the City of Eden Prairie under Minn. Stat. Chap. 462C to refinance a multifamily housing development for the benefit of Castle Ridge Apartments, LLC Background Information The City issued its Multifamily Housing Development Revenue Note of 2004, on October 18, 2004, in the original principal amount of$8,000,000, to finance the acquisition by Castle Ridge Apartments, LLC (the "Borrower") of a 227-unit multifamily housing facility located at 635 Prairie Center Drive in the City(the "Project"). The sole member of the Borrower is Castle Ridge Care Center, Inc., a Minnesota nonprofit corporation(the "Sole Member"). The Sole Member is exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended(the "Code"), as a result of the application of Section 501(c)(3) of the Code. The Series 2004 Note was issued under the terms of Resolution 2004-18 adopted by the City Council of the City on August 3, 2004. When issued by the City, the Note was transferred to K.S.C.S. Properties, Inc. (the "Lender") as a portion of the purchase price for the Project. Under the terms of a Loan Agreement, dated as of October 1, 2004 (the "Loan Agreement"), between the City and the Borrower, the Borrower has agreed to pay amounts sufficient to pay the principal of, premium, if any, and interest on the Series 2004 Note when due. The Series 2004 Note was not issued as a bank-qualified obligation since the purchaser was not a bank or financial institution. The Borrower has requested that the City issue a new obligation to refund the Series 2004 Note (the "Refunding Note"). The proposed purchaser of the Refunding Note will be a bank and, as a result, the Refunding Note will need to be designated as a bank- qualified obligation. The City has already issued tax exempt bonds for 2014. However, the HRA, if granted authority by the City, may issue such bonds. The attached Ordinance grants the HRA the authority to issue such bonds on behalf of the City. To be designated as a bank-qualified obligation, section 147(f) of the Code requires the Refunding Note to be approved by the applicable elected representative of the governmental unit which issued the bonds or on behalf of which the bonds were issued. As the Council is an applicable elected representative of the City, and therefore, the applicable elected representative of the HRA, the attached Resolution specifically approves the HRA's issuance of the Refunding Note in the principal amount of up to $10,000,000. Attachment Resolution HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE COUNTY OF HENNEPIN STATE OF MINNESOTA H.R.A.RESOLUTION NO.2014- _ BE IT RESOLVED by the City Council (the "Council") of the City of Eden Prairie, Minnesota (the"City"), as follows: 1. Statutory Authorization. Under the provisions of the Minnesota Municipal Housing Act, Minnesota Statutes, Chapter 462C, as amended (the "Housing Act"), cities are authorized to finance and refinance multifamily housing developments through the issuance and sale of revenue bonds payable exclusively from the revenues of the multifamily housing development. Among the purposes authorized by the Housing Act, proceeds derived from the sale of revenue bonds issued under the terms of the Housing Act may be applied to make a loan to finance the acquisition and preparation of a site and the construction of a new multifamily housing development. In the making of loans to finance multifamily housing developments and the issuance of revenue bonds, the city may exercise any of the powers of the Minnesota Housing Finance Agency may exercise under Minnesota Statutes, Chapter 462A, as amended, without limitation under the provisions of Minnesota Statutes, Chapter 475, as amended. For purposes of the Housing Act, the term"city" is defined to include the housing and redevelopment authority in and for a statutory city if authorized by ordinance of the statutory city to exercise the powers conferred by the Housing Act on behalf of the statutory city. On the date hereof, the Council of the City is scheduled to consider an ordinance authorizing the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota (the "Eden Prairie HRA") to exercise, on behalf of the City, the powers conferred by the Housing Act. 2. Eden Prairie HRA. The City is a statutory city organized and existing under the Constitution and laws of the State of Minnesota. The Eden Prairie HRA is the housing and redevelopment authority in and for the City established as a public body, corporate and politic, under the provisions of Minnesota Statutes, Sections 469.001-469.047, as amended (the "Housing and Redevelopment Authority Act"). hi accordance with the requirements of Section 469.003 of the Housing and Redevelopment Authority Act, the Council of the City authorized the Eden Prairie HRA to transact business and exercise powers under the provisions of the Housing and Redevelopment Authority Act. It is the intent of the Council of the City to adopt an ordinance authorizing the Eden Prairie HRA to exercise,on behalf of the City,the powers conferred by the Housing Act. 3. The Borrower, the Corporation, and the Project. On October 18, 2004,the City issued its Multifamily Development Revenue Note of 2004 (Broadmoor Apartments,Inc. Project) (the"Series 2004 Note"), in the original aggregate principal amount of$8,000,000, under the terms of Resolution 2004- 118, adopted by the Council of the City on August 3, 2004. Castle Ridge Apartments, LLC, a Minnesota limited liability company(the"Borrower"),the sole member of which is Castle Ridge Care Center, Inc., a Minnesota nonprofit corporation and an organization exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), as a result of the application of Section 501(c)(3) of the Code (the "Corporation"), acquired two hundred twenty- seven(227) units of a two hundred forty (240) unit multifamily housing development located at 635 Prairie Center Drive in the City(the "Development")by the transfer of the Series 2004 Note to the owner of the Development. Since the issuance of the Series 2004 Note, the Borrower (or a related entity) has acquired nine(9) additional units of the Development. The Borrower has requested that the Eden Prairie 1 HRA issue its Multifamily Housing Development Revenue Refunding Note (Castle Ridge Apartments Project), Series 2014 (the "Series 2014 Note"), in the original aggregate principal amount of up to $10,000,000,under the provisions of the Housing Act to be purchased by Minnwest Bank(the"Lender"), under terms negotiated by the Borrower and the Lender. The proceeds derived from the sale of the Series 2014 Note will be loaned to the Borrower under the terms of a Loan Agreement, dated on or after August 1, 2014 (the "Loan Agreement"), between the Eden Prairie HRA and the Borrower, and will be applied to: (i)redeem and prepay the Series 2004 Note, currently outstanding in the approximate principal amount of$6,600,000; (ii)redeem and prepay a taxable loan(the "Taxable Loan"), currently outstanding in the approximate principal amount of $3,300,000, assumed by the Borrower in connection with its original acquisition of the two hundred twenty-seven (227) units of the Development; and (iii)pay a portion of the costs of issuing the Series 2014 Note. The facility to be refinanced with the proceeds of the Series 2014 Note will be comprised of two hundred thirty-six(236) units of the Development (the "Facility"). 4. Required Approval by an Applicable Elected Representative. Under the terms of Section 147(f) of the Code, private activity bonds (such as the Series 2014 Note) will not be qualified bonds the interest on which is excludable from gross income for federal income tax purposes, unless the issuance of the bonds has been approved by the applicable elected representative of the governmental unit which issued the bonds or on behalf of which the bonds were issued. The applicable elected representative of a governmental unit means its elected legislative body or its chief elected executive officer. If a governmental unit has no applicable elected representative then the applicable elected representative of such governmental unit is deemed to be the applicable elected representative of the next higher governmental unit from which the governmental unit derives its authority by: (i)the enactment of a specific law by or under which the governmental unit is created; (ii) otherwise empowering or approving the creation of the governmental unit; or(iii) appointing members to the governing body of the governmental unit. The Eden Prairie HRA has no applicable elected representative. The City is the next higher governmental unit from which the Eden Prairie HRA derives its authority. The Council is an applicable elected representative of the City. 5. Council Approval of Issuance of the Bonds. As an applicable elected representative of the City and,therefore,the applicable elected representative of the Eden Prairie HRA, the Council hereby approves the issuance of the Series 2014 Note by the Eden Prairie HRA in the principal amount of up to $10,000,000 to refinance the Facility. 6. Documents Furnished to Bond Counsel. The Mayor, City Manager, and other officers of the City are authorized and directed to furnish to Kennedy& Graven, Chartered, as bond counsel ("Bond Counsel"), certified copies of all proceedings and records of the City relating to the Eden Prairie HRA, the Facility, the Series 2014 Note, and such other affidavits, certificates, and other documents as may be required by Bond Counsel to show the facts relating to the validity of the Series 2014 Note and related documents, as such facts appear from the books and records in the custody and control of such officers or as otherwise known to them; and all such certified copies, certificates, affidavits, and other documents, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 7. Costs. The Council has adopted this resolution in reliance upon the assurances from the Company that the Company will,upon demand, reimburse the City for costs paid or incurred by the City in connection with this resolution,the Series 2014 Note,and the Facility. 8. Effective Date. This resolution shall be in full force and effect from and after its passage this 19th day of August,2014. 2 This Resolution was declared duly passed and adopted and was signed by the Mayor and attested to by the City Clerk on the 19th day of August,2014. Nancy Tyra-Lukens,Chair ATTEST: Rick Getschow,Executive Director 3 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) I, the undersigned, being the duly qualified and acting Clerk of the City of Eden Prairie (the "City"), do hereby certify that attached hereto is a compared, true, and correct copy of a resolution giving approval to the issuance of revenue bonds by the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, on behalf of Castle Ridge Apartments, LLC, duly adopted by the City Council of the City on August 19, 2014, at a regular meeting thereof duly called and held, as on file and of record in my office, which resolution has not been amended, modified, or rescinded since the date thereof, and is in full force and effect as of the date hereof. WITNESS My hand this day of , 2014. Clerk ED185-001 (JU) 447647v.2 1 CITY COUNCIL AGENDA DATE: SECTION: Report of the Public Works Director August 19, 2014 SERVICE AREA/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.E.1. Authorize execution of Settlement Robert Ellis, Public Works Agreement, Release, and Waiver and other Director documents necessary to acquire 11201 Burr Ridge Lane Requested Action Move to: Adopt the Resolution authorizing execution of the negotiated Settlement Agreement, Release, and Waiver and other documents necessary to conclude the acquisition of 11201 Burr Ridge Lane for$450,000. Synopsis The Property was declared a hazardous building, demolished, and removed by the City. The City now seeks to acquire the Property to construct a storm sewer system and to stabilize and repair soils. After negotiations by and between the City Attorney's Office and the attorney for the owners of the Property,the City Attorney's Office recommends the City purchase the Property for$450,000.00 in exchange for a full and final release and waiver of any and all claims the owners of the Property have, or may have, against the City. Background Information Erosion exposed the foundation of the residence located on the Property. The City entered into a construction contract to stabilize and repair the soils at the Property(the "Project"). During construction the Property was subject to extensive amounts of rain. Erosion continued at a rapid rate, and the residence was at imminent risk of failure and collapse. The Chief Building Official posted a notice that the residence was uninhabitable, and an Order Declaring Emergency notified the owners of the Property that the City Council would hold an emergency meeting regarding the immediate demolition and removal of the residence. The City Council subsequently adopted Resolution No. 2014-54,which ordered the immediate demolition and removal of the residence to protect public health, safety and welfare. Following demolition, the City Attorney's Office and the Property owners negotiated a Settlement Agreement, Release, and Waiver wherein the City will acquire the Property for$450,000.00 and the owners release any and all claims they have, or may have, against the City related to the Project. The City Attorney's Office and the Public Works Director recommend the City acquire the Property for$450,000.00, execute the Settlement Agreement,Release, and Waiver, and further authorize the City Attorney's Office to execute any other documents necessary to acquire the Property. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2014- _ RESOLUTION AUTHORIZING ACQUISITION OF PROPERTY AND APPROVING SETTLEMENT AGREEMENT, RELEASE,AND WAIVER. WHEREAS, the City Council previously ordered the demolition and removal of the residence located at 11201 Burr Ridge Lane, Eden Prairie, Minnesota legally described as Lot 8, Block 15, Bluffs West, according to the recorded plat thereof,Hennepin County, Minnesota. Being Registered land as is evidenced by Certificate of Title No. 1102448 (hereinafter referred to as the "Property"); and WHEREAS, the Director of Public Works advised the Council that acquisition of the Property in fee is necessary to construct a storm sewer system and to stabilize and repair soils in and around the Property; and WHEREAS, the City previously authorized the Director of Public Works and the City Attorney to acquire the Property through negotiation or condemnation; and WHEREAS, after negotiations between the City Attorney and the owners of the Property, the Director of Public Works and the City Attorney recommend the City acquire the Property for $450,000.00, approve the Settlement Agreement, Release, and Waiver, and authorize execution of the same and such other documents that are necessary to close the transaction. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council that the Director of Public Works and City Attorney are hereby authorized to acquire the Property for $450,000.00, that the Settlement Agreement, Release, and Waiver is approved, and that the Director of Public Works and the City Attorney are authorized to execute the same and such other documents that are necessary to close the transaction. ADOPTED by the Eden Prairie City Council on August 19, 2014. ATTEST: Nancy Tyra-Lukens, Mayor SEAL Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: August 19, 2014 SECTION: Department of Public Works SERVICE AREA/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.2. Robert Ellis, Public Works Establishing Slow-No Wake Restrictions Director Requested Action No action is requested. This is an informational item. Synopsis Minnesota Rules gives cities the authority to adopt ordinances that regulate watercraft speeds on lakes within its jurisdiction. Cities may adopt rules establishing maximum watercraft speed limits that apply during specified time periods or that are placed into effect based upon specific lake water elevations. An ordinance adopting speed regulations shall provide for their enforcement and prescribe penalties for noncompliance. However, before adopting ordinances the City must submit them to the commissioner of the Department of Natural Resources (DNR) for review and approval. The DNR prescribes standards that a local government must follow in enacting an ordinance that imposes speed limits on watercraft. According to DNR rules, the maximum speed allowable for watercraft in a"Slow-No Wake"means operation at the slowest possible speed necessary to maintain steerage and in no case greater than five mph. DNR rules also allow cities to set speed limit cutoffs at 15 mph and 40 mph. The procedure for gaining DNR approval begins with the City holding a public hearing on the proposed ordinance. After the public hearing the City must submit the proposed ordinance, a record of the public hearing comments, and additional related information to the DNR. After receiving all of the required information the DNR has 120 days to notify the City of its approval or denial of the ordinance. Upon approval the City may adopt the ordinance in the same manner it adopts all other ordinances. After adoption the City must provide notification to the public which includes placement of a sign at each public watercraft launching facility outlining essential elements of the ordinance. For lakes whose boundaries are shared by multiple cities, both cities must enact similar ordinances. Attachment Sample Ordinance CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA ORDINANCE NO. AN ORDINANCE OF THE CITY OF EDEN PRAIRIE, MINNESOTA AMENDING CITY CODE CHAPTER 9 BY AMENDING SECTION 9.60 RELATING TO THE USE OF LAKE WATERS GENERALLY AND ADOPTING BY REFERENCE CITY CODE CHAPTER 1 AND SECTION 9.99 WHICH,AMONG OTHER THINGS, CONTAIN PENALTY PROVISIONS THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE,MINNESOTA ORDAINS: Section 1. City Code, Chapter 9, Section 9.60, Subdivision 1 is hereby amended by re-lettering Subsection F as Subsection G, and by inserting the following new Subsection F: F. "Slow-no wake" — operation of a watercraft at the slowest possible speed necessary to maintain steerage,but in no case greater than five(5)miles per hour. Section 2. City Code Chapter 9, Section 9.60 is amended by adding the following subdivision 12: Subd. 12. Slow-No Wake Restrictions A. No person shall operate a watercraft at greater than slow-no wake speed on the following lakes at any time when the water level exceeds the following elevation: Lake Water Level at Which Slow-No Wake Restriction Applies Bryant Lake Ordinary High Water Level of 852.6 Riley Lake Ordinary High Water Level of 865.8 Staring Lake Ordinary High Water Level of 816.0 Such restriction shall become effective upon posting notice of the same at Eden Prairie City Hall. All public watercraft accesses shall be posted prior to and during the time restrictions are in place. B. The City Public Works Director may remove a slow-no wake speed restriction at any time after the water level no longer exceeds the elevation listed above in Subsection A. When the water level has remained below the following elevation for three (3) consecutive days, the no-wake speed restriction shall be promptly removed: Lake Water Level at Which Slow-No Wake Restriction No Longer Applies Bryant Lake 852.5 Riley Lake 865.6 Staring Lake 815.9 C. The primary responsibility for enforcement of this ordinance shall rest with the Eden Prairie Police Department, the Hennepin County Sheriff's Department and the Carver county Sheriff's Department. This,however, shall not preclude enforcement by other licensed peace officers. D. All authorized resource management, emergency and enforcement personnel, while acting in the performance of their assigned duties are exempt from the foregoing restrictions. E. It shall be the responsibility of the City of Eden Prairie to provide for adequate notification of the public of a slow-no wake restriction, which shall include publication in the official newspaper and placement of a sign at each public watercraft access outlining essential elements of the slow- no wake restriction, as well as the placement of necessary buoys and signs. Notice of said restrictions shall also be posted at the Eden Prairie City Hall and on the City's website. Section 3. This ordinance shall be in effect from and after the date of its passage and publication. FIRST READ at a regular meeting of the City Council of the City of Eden Prairie on the day of , 2014, and finally read and adopted and ordered published at a regular meeting of the City Council of said City on the day of ,2014. Kathleen Porta, City Clerk Nancy Tyra-Lukens,Mayor Published in the Eden Prairie News on the day of ,2014.