Loading...
HomeMy WebLinkAboutCity Council - 10/03/2017 AGENDA CITY COUNCIL WORKSHOP & OPEN PODIUM TUESDAY, OCTOBER 3, 2017 CITY CENTER 5:30—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 James DeMann, 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 Cynthia Harder Workshop-Heritage Rooms I and II(5:30) I. SOUTHWEST LIGHT RAIL TRANSIT Open Podium - Council Chamber(6:30) II. OPEN PODIUM III. ADJOURNMENT AGENDA EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY, OCTOBER 3, 2017 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, 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. OPEN PODIUM INVITATION IV. PROCLAMATIONS/PRESENTATIONS A. DONATION FROM KINDERBERRY HILL (Resolution) V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, SEPTEMBER 19, 2017 B. CITY COUNCIL MEETING HELD TUESDAY, SEPTEMBER 19, 2017 VII. REPORTS OF ADVISORY BOARDS AND COMMISSIONS VIII. CONSENT CALENDAR A. ELEVATE by Timberland Partners. Second Reading of an Ordinance for PUD District Review with Waivers and Zoning District Amendment from C-REG-SER to TOD-R on 2.93 acres; Resolution for Site Plan Review on 2.93 acres and Development Agreement. Location: 12900 and 12950 Technology Drive; Resolution Adopting a Modification to the Redevelopment Plan for Redevelopment Project Area No. 5 and Establishing Tax Increment Financing District No. 22 (Elevate Apartments) and Adopting a Tax Increment Financing Plan. (Ordinance for PUD District Review and Zoning District Amendment; CITY COUNCIL AGENDA October 3, 2017 Page 2 Resolution for Site Plan Review; Resolution Adopting Modification to Redevelopment Plan for Project Area 5, Establishing Tax Increment Financing District No 22 and Adopting a Tax Increment Financing Plan) B. ADOPT RESOLUTION VACATING DRAINAGE, UTILITY AND ROADWAY EASEMENTS LYING OVER OUTLOT B, PRAIRIE BLUFF AND EAST OF HENNEPIN TOWN ROAD AND SOUTH OF PIONEER TRAIL C. APPROVE AGREEMENT WITH TYLER TECHNOLOGIES FOR UPGRADE TO ENTERPRISE COMPUTER AIDED DISPATCH D. APPROVE ANNUAL MAINTENANCE AGREEMENT WITH MOTOROLA FOR SERVICE ON EPFD LOGGERS AND DISPATCH CONSOLES E. APPROVE MEMORANDUM OF UNDERSTANDING BETWEEN EDEN PRAIRIE AND HENNEPIN COUNTY TO ALLOW HENNEPIN COUNTY SHERIFF'S OFFICE TO ANSWER EDEN PRAIRIE SMS TEXT-TO-9-1-1 CALLS IX. PUBLIC HEARINGS/MEETINGS X. PAYMENT OF CLAIMS XI. ORDINANCES AND RESOLUTIONS XII. PETITIONS, REQUESTS,AND COMMUNICATIONS XIII. APPOINTMENTS XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS B. REPORT OF CITY MANAGER C. REPORT OF COMMUNITY DEVELOPMENT DIRECTOR D. REPORT OF PARKS AND RECREATION DIRECTOR 1. Pickleball Update CITY COUNCIL AGENDA October 3, 2017 Page 3 E. REPORT OF PUBLIC WORKS DIRECTOR 1. Lower Minnesota River Watershed District Update F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT ANNOTATED AGENDA DATE: September 29, 2017 TO: Mayor and City Council FROM: Rick Getschow, City Manager RE: City Council Meeting for Tuesday, October 3, 2017 TUESDAY, OCTOBER 3, 2017 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 SEPTEMBER 5, 2017 MOTION: Move to approve the HRA minutes from September 5, 2017. HRA III. ADOPT RESOLUTION MODIFYING REDEVELOPMENT PLAN FOR REDEVELOPMENT PROJECT AREA NO. 5, ESTABLISHING TIF DISTRICT NO. 22,ADOPTING A TIF PLAN AND APPROVING AND AUTHORIZING EXECUTION OF THE TAX INCREMENT DEVELOPMENT AGREEMENT FOR ELEVATE AT SOUTHWEST STATION Synopsis: Timberland Partners (Elevate LLC) is requesting Tax Increment Financing (TIF) for a mixed-use project that meets the criteria for a new Housing TIF District and use of pooled Housing TIF. The proposal includes redevelopment of two existing CITY COUNCIL AGENDA October 3, 2017 Page 2 buildings at Southwest Station into a new 6-story building with 222 apartment units over structured parking and approximately 13,000 square feet of restaurant and commercial space. 20% of the apartments would be available and affordable to households earning less than 50% of the Area Median Income. Those units will be initially marketed to people who live,work, attend or have attended school in Eden Prairie. MOTION: Move to Adopt a Resolution Modifying Redevelopment Plan for Redevelopment Project Area No. 5, Establishing TIF District 22, Adopting a TIF plan, and Approving and Authorizing Execution of the Tax Increment Development Agreement for Elevate at Southwest Station. HRA IV. ADJOURNMENT MOTION: Move to adjourn the HRA meeting. COUNCIL MEETING iv. PROCLAMATIONS/PRESENTATIONS A. DONATION FROM KINDERBERRY HILL (Resolution) Synopsis: Kinderberry Hill Child Development Centers has donated $1500 to go towards 2017 KidStock entertainment and the Summer Musical Honk. MOTION: Move to Adopt the Resolution Accepting the Donation from Kinderberry Hill Child Development Centers in the amount of $1,500 to be used toward KidStock entertainment and the Summer Musical Honk. 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, SEPTEMBER 19, 2017 B. CITY COUNCIL MEETING HELD TUESDAY, SEPTEMBER 19, 2017 CITY COUNCIL AGENDA October 3, 2017 Page 3 VII. REPORTS OF ADVISORY BOARDS AND COMMISSIONS VIII. CONSENT CALENDAR MOTION: Move approval of items A-E on the Consent Calendar. A. ELEVATE by Timberland Partners. Second Reading of an Ordinance for PUD District Review with Waivers and Zoning District Amendment from C-REG-SER to TOD-R on 2.93 acres; Resolution for Site Plan Review on 2.93 acres and Development Agreement. Location: 12900 and 12950 Technology Drive; Resolution Adopting a Modification to the Redevelopment Plan for Redevelopment Project Area No. 5 and Establishing Tax Increment Financing District No. 22 (Elevate Apartments) and Adopting a Tax Increment Financing Plan. (Ordinance for PUD District Review and Zoning District Amendment; Resolution for Site Plan Review; Resolution Adopting Modification to Redevelopment Plan for Project Area 5, Establishing Tax Increment Financing District No 22 and Adopting a Tax Increment Financing Plan) B. ADOPT RESOLUTION VACATING DRAINAGE, UTILITY AND ROADWAY EASEMENTS LYING OVER OUTLOT B, PRAIRIE BLUFF AND EAST OF HENNEPIN TOWN ROAD AND SOUTH OF PIONEER TRAIL C. APPROVE AGREEMENT WITH TYLER TECHNOLOGIES FOR UPGRADE TO ENTERPRISE COMPUTER AIDED DISPATCH D. APPROVE ANNUAL MAINTENANCE AGREEMENT WITH MOTOROLA FOR SERVICE ON EPFD LOGGERS AND DISPATCH CONSOLES E. APPROVE MEMORANDUM OF UNDERSTANDING BETWEEN EDEN PRAIRIE AND HENNEPIN COUNTY TO ALLOW HENNEPIN COUNTY SHERIFF'S OFFICE TO ANSWER EDEN PRAIRIE SMS TEXT-TO-9-1-1 CALLS IX. PUBLIC HEARINGS /MEETINGS X. PAYMENT OF CLAIMS MOTION: Move approval of Payment of Claims as submitted (Roll Call Vote). XI. ORDINANCES AND RESOLUTIONS CITY COUNCIL AGENDA October 3, 2017 Page 4 XII. PETITIONS, REQUESTS,AND COMMUNICATIONS XIII. APPOINTMENTS XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS B. REPORT OF CITY MANAGER C. REPORT OF COMMUNITY DEVELOPMENT DIRECTOR D. REPORT OF PARKS AND RECREATION DIRECTOR 1. Pickleball Update E. REPORT OF PUBLIC WORKS DIRECTOR 1. Lower Minnesota River Watershed District Update 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, OCTOBER 3, 2017 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, Community Development Director Janet Jeremiah, City Attorney Ric Rosow, City Planner Julie Klima, 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 SEPTEMBER 5, 2017 III. ADOPT RESOLUTION MODIFYING REDEVELOPMENT PLAN FOR REDEVELOPMENT PROJECT AREA NO. 5, ESTABLISHING TIF DISTRICT NO. 22,ADOPTING A TIF PLAN AND APPROVING AND AUTHORIZING EXECUTION OF THE TAX INCREMENT DEVELOPMENT AGREEMENT FOR ELEVATE AT SOUTHWEST STATION IV. ADJOURNMENT HRA ITEM NO. II. UNAPPROVED MINUTES HOUSING AND REDEVELOPMENT AUTHORITY TUESDAY, SEPTEMBER 5, 2017 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, 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 7:01 PM. All HRA Members were present. II. APPROVE MINUTES OF HRA MEETING HELD ON FEBRUARY 14, 2017 MOTION: Aho moved, seconded by Nelson, to approve the minutes of the HRA meeting held February 14, 2017. Motion carried 5-0. III. ADOPT RESOLUTION HRA 2017-02 TO APPROVE THE PROPOSED 2018 HRA PROPERTY TAX LEVY TO BE $200,000 AND ACCEPT THE PROPOSED 2018 HRA BUDGET OF $200,000 Getschow said the preliminary levy and budget for the HRA, as well as that of the City, must be set before the end of September. By law, our HRA could levy up to $1,800,000, but we continue to recommend a $200,000 levy. The levy represents funding for staff time to support housing and redevelopment activities. In December the Council will be asked to finalize the budget and levy. The amount of the levy could be reduced at that time, but may not be raised above the $200,000 preliminary amount approved. Nelson said we have been talking about increasing the amount for the last couple of budgets, and she would like to consider moving the amount to $250,000. It has been set at $200,000 for a decade, and there is a possibility we could be losing some block grant money. Getschow said the Capital Improvement levy is proposed to be increased in the budget. We would continue to explore a higher HRA levy,but staff believes $200,000 is sufficient for 2018. The HRA has tools with which to work outside the levy, so this doesn't lock us out of any future housing and redevelopment projects. He noted, if approved, the $200,000 levy cannot be raised later, so now would be the time to set a higher amount. Case said the amount set tonight will drive what the people actually see once the State comes through with its formula. For 15 years we have had a 0% increase in the HRA levy. HRA MINUTES September 5,2017 Page 2 He has also been a proponent of raising the HRA levy,but he would like to see this in the context of the whole picture. He did not think tonight is the night to increase it. He was sensitive to what the final tax number will be, even though we don't act on the final number tonight. He agreed there are things we need to look into doing, such as the Major Center Area and diversity of our housing stock, but not in this way. Nelson would like staff to begin to look at an increase before the 2019 budget is approved. We should look at what we might do if we raised the HRA levy. Tyra-Lukens commented it would be important to know what the money would be used for. Butcher Wickstrom said in years past she has been a proponent of increasing the HRA because there are so many needs out there; however, she wanted to wait to see how we would be spending our money. Aho didn't think we should look at raising the amount just to raise it. An increase should be driven by need. We should look at the need to raise the levy amount and figure out how that fits into the overall budget and City spending. MOTION: Case moved, seconded by Aho, to adopt Resolution HRA 2017-02 to approve the proposed 2018 HRA property tax levy to be $200,000 and to accept the proposed 2017 HRA budget of$200,000. Motion carried 5-0. IV. ADJOURNMENT MOTION: Butcher Wickstrom moved, seconded by Nelson, to adjourn the HRA meeting. Motion carried 5-0. Chair Tyra-Lukens adjourned the HRA meeting at 7:11 PM. HOUSING AND REDEVELOPMENT AUTHORITY DATE AGENDA October 3, 2017 DEPARTMENT/DIVISION ITEM DESCRIPTION HRA ITEM NO. Community Development Resolution approving Redevelopment Plan III. Janet Jeremiah, Director Modification, Establishment of TIF District, Adopting TIF Plan, and Approving TIF Development Agreement for Elevate at Southwest Station Requested Action Move to: Adopt a Resolution Modifying Redevelopment Plan for Redevelopment Project Area No. 5, establishing TIF District 22, adopting a TIF plan, and Approving and Authorizing Execution of the Tax Increment Development Agreement for Elevate at Southwest Station Synopsis Timberland Partners (Elevate LLC) is requesting Tax Increment Financing (TIF) for a mixed-use project that meets the criteria for a new Housing TIF District and use of pooled Housing TIF. The proposal includes redevelopment of two existing buildings at Southwest Station into a new 6-story building with 222 apartment units over structured parking and approximately 13,000 square feet of restaurant and commercial space. 20% of the apartments would be available and affordable to households earning less than 50% of the Area Median Income. Those units will be initially marketed to people who live, work, attend or have attended school in Eden Prairie. Background The proposal is for a Transit-Oriented Development(TOD)involving redevelopment of the vacant Ruby Tuesdays and Anchor Bank buildings at Southwest Station by Timberland Partners(Elevate LLC). A new six-story building would include 222 apartment units over approximately 13,000 square feet of retail and restaurants. A variety of apartment sizes and price points are proposed with 20% (45 units) reserved for households earning less than 50% of the Area Median Income (AMI) based upon Hennepin County income data. The remaining market rate units currently include approximately 8 units affordable to households earning up to 80% of the AMI, 118 units affordable to households earning up to 100% of the AMI (moderate income) as well as 51 higher- priced market rate units. The proposal includes new structured parking and some shared surface parking that would also serve the adjacent commercial center to the south (R Taco, etc.). A new public plaza would be created by the developer at the corner of Prairie Center Drive and Technology Drive. A pedestrian corridor(promenade)through the private property would connect people from the plaza to the transit facility. Proposed sustainable features include green roofs, recycled rainwater, and energy efficiency. Proposed Financing and General Terms: Due to the extraordinary costs of redevelopment at this site, including the need for pilings due to unstable soils, public financing is being requested from the City, County and Metropolitan Council. Elevate at Southwest Station has already been awarded a County TOD loan in the amount of$300,000 and HOME financing of$250,000. In addition, the City submitted an application for Metropolitan Council Livable Communities TOD funding in the amount of $750,000. That application is currently being considered by the Livable Communities Advisory Committee. Housing TIF: Timberland is requesting new TIF District financing and pooled TIF. Their original request was for $8.77 million of new TIF in the form of pay-as-you-go over 26 years and pooled TIF in the amount of $500,000. Ehlers Public Finance (our TIF consultants) and staff have reviewed Timberland's application for a new Housing TIF District and pooled Housing TIF loan to help defray the costs. Ehlers has determined that the proposal meets the "but for test" for a full 26 years of TIF District financing as well as $500,000 in pooled Housing TIF collected from previous projects. However, the development is projected to begin generating above-average profits after the first few years. Therefore, Ehlers and staff recommend limiting TIF to 20 years of projected pay-as-you go payments with a present value of$7.7 million,while maintaining the 20% affordability requirements for the full 26 years. This gets the new increment into the public coffers sooner without impacting the duration of the affordability. Affordable Unit Mix and Marketing: During the 26 year affordability period, Elevate will need to maintain 45 units at rents affordable to households whose incomes do not exceed 50%of the AMI. Elevate will submit annual information to the City regarding the households occupying these units and the rents they pay compared to commensurate market rate units. Of the 45 affordable units, a minimum of 8 will be two- bedroom units, a minimum of 17 will be one-bedroom units, and a maximum of 20 will be studios. The City will help the developer market these units to people who live, work, attend or have attended school in Eden Prairie. Pooled TIF Repayment: The $500,000 in pooled TIF is structured as a loan with 1% simple interest. It would be payable upon refinancing, sale of the property, or at the end of Timberland's HUD loan term(40 years). It's likely the property will refinance and pay back the pooled TIF with interest in a reasonable time. However, if it is paid back at the end of the HUD mortgage term, the City will receive $700,000 toward future affordable housing initiatives. Park Dedication: Park dedication in the amount of$872,700 will be paid via an excess cash flow agreement that provides the City with 37.5%of the cash flow in excess of 10%cash-on-cash return until the park dedication is paid in full. The City Council approved the park dedication amount as part of the PUD waiver approval. The HRA/City Council will need to approve the deferral and payment terms as part of the TIF agreement. Attachments Resolution TIF Plan TIF Development Agreement EDEN PRAIRIE HOUSING AND REDEVELOPMENT AUTHORITY CITY OF EDEN PRAIRIE HENNEPIN COUNTY STATE OF MINNESOTA H.R.A.RESOLUTION NO.2017- RESOLUTION ADOPTING A MODIFICATION TO THE REDEVELOPMENT PLAN FOR REDEVELOPMENT PROJECT AREA NO. 5, ESTABLISHING TAX INCREMENT FINANCING DISTRICT NO. 22 (ELEVATE APARTMENTS) THEREIN, ADOPTING A TAX INCREMENT FINANCING PLAN THEREFOR AND APPROVING AND AUTHORIZING EXECUTION OF THE TAX INCREMENT DEVELOPMENT AGREEMENT. WHEREAS,it has been proposed by the Board of Commissioners(the"Board")of the Eden Prairie Housing and Redevelopment Authority(the"HRA")and the City of Eden Prairie(the"City")that the HRA adopt a Modification to the Redevelopment Plan (the "Redevelopment Plan Modification") for Redevelopment Project Area No. 5(the"Project Area")and establish Tax Increment Financing District No. 22(Elevate Apartments)(the"District")and adopt a Tax Increment Financing Plan(the"TIF Plan")therefor (the Redevelopment Plan Modification and the TIF Plan are referred to collectively herein as the "Plans"), all pursuant to and in conformity with applicable law, including Minnesota Statutes, Sections 469.001 to 469.047, and Sections 469.174 to 469.1794, inclusive,as amended(the "Act"), all as reflected in the Plans and presented for the Board's consideration; and WHEREAS,the HRA has investigated the facts relating to the Plans and has caused the Plans and a Tax Increment Development Agreement to be prepared; and WHEREAS, the HRA has performed all actions required by law to be performed prior to the adoption of the Plans. The City Council has also held a public hearing on September 19,2017 on the Plans upon published notice as required by law. NOW, THEREFORE,BE IT RESOLVED by the Board as follows: 1. The HRA hereby finds that the District is in the public interest and is a "housing district" under Minnesota Statutes, Section 469.174, Subd. 11, and finds that the adoption of the proposed Plans conforms in all respects to the requirements of the Act and will help fulfill a need to develop an area of the State of Minnesota for affordable and high quality housing. 2. The HRA further finds that the Plans will afford maximum opportunity, consistent with the sound needs for the City as a whole, for the development or redevelopment of the Project Area by private enterprise in that the intent is to provide only that public assistance necessary to make the private developments financially feasible. 3. The boundaries of the Project Area are not being expanded. 4. The reasons and facts supporting the findings in this resolution are described in the Plans and are attached here to as Exhibit A. 5. The HRA elects to calculate fiscal disparities for the District in accordance with Minnesota Statutes, Section 469.177, Subd. 3, clause b,which means the fiscal disparities contribution would be taken from inside the District. 6. Conditioned upon the approval thereof by the City Council following the September 19, 2017 public hearing thereon, the Plans, as presented to the HRA on this date, are hereby approved, established and adopted and shall be placed on file in the office of the Executive Director of the HRA. 7. Upon approval of the Plans by the City Council,the staff,the HRA's advisors and legal counsel are authorized and directed to proceed with the implementation of the Plans and for this purpose to negotiate,draft,prepare and present to this Board for its consideration all further plans,resolutions, documents and contracts necessary for this purpose. Approval of the Plans does not constitute approval of any project or a Development Agreement with any developer. 8. Upon approval of the Plans by the City Council, the Executive Director of the HRA is authorized and directed to forward a copy of the Plans to the Minnesota Department of Revenue and the Office of the State Auditor pursuant to Minnesota Statutes 469.175, Subd. 4a. 9. The Executive Director of the HRA is authorized and directed to forward a copy of the Plans to the Hennepin County Auditor and request that the Auditor certify the original tax capacity of the District as described in the Plans, all in accordance with Minnesota Statutes 469.177. 10. The Tax Increment Development Agreement is hereby approved. The Chair and the Executive Director of the HRA are authorized to execute said Agreement, including execution by the Chair, Executive Director, or other HRA or City officials whose execution is required, of all other documents attached thereto or necessary to accomplish the purposes of said Agreement. Approved by the Eden Prairie Housing and Redevelopment Authority on October 3, 2017. Nancy Tyra-Lukens, Chairperson SEAL ATTEST: Rick Getschow, Executive Director EXHIBIT A H.R.A. RESOLUTION NO. 2017- The reasons and facts supporting the findings for the adoption of the Tax Increment Financing Plan for Tax Increment Financing District No.22 (Elevate Apartments), as required pursuant to Minnesota Statutes, Section 469.175, Subdivision 3 are as follows: 1. Finding that Tax Increment Financing District No. 22 (Elevate Apartments) is a housing district as defined in M.S., Section 469.174, Subd. 11. TIF District No. 22 (Elevate Apartments)consists of two parcels. The development will consist of approximately 222 apartment units and 13,266 square feet of commercial space. A portion of the housing units will receive tax increment assistance and will meet income restrictions described in M.S. 469.1761. At least 20 percent of the units(45 apartments)receiving assistance will have incomes at or below 50 percent of statewide median income. Appendix E of the TIF Plan contains background for the above finding. 2. Finding that the proposed development, in the opinion of the HRA, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future. The proposed development, in the opinion of the HRA, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future: This finding is supported by the fact that the development proposed in this plan contains affordable,workforce housing units that meet the City's objectives for development. The cost of land acquisition, site and public improvements and construction makes this housing development infeasible without City assistance. The cost of land acquisition and construction are the same for workforce housing units as they are for market rate projects. The decreased rental income from the affordable units, means there is less cash flow available to service the operating and debt expenses for the project. The leaves a gap in funding for the project. The need to offset this reduction in rents for the workforce housing units makes this housing development feasible only through assistance, in part, from tax increment financing. The developer was asked for and provided a letter and a pro forma as justification that the project would not have gone forward without tax increment assistance. The increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of the TIF District permitted by the TIF Plan: This finding is justified on the grounds that the costs of acquisition,building demolition, site improvements, utility improvements and construction of affordable housing add to the total redevelopment cost. Historically,the costs of site and public improvements, as well as high market rate rents in the City have made development of affordable housing infeasible without tax increment assistance. Although other projects could potentially be proposed,the HRA reasonably determines that no other redevelopment of similar scope providing the desired affordability can be anticipated on this site without substantially similar assistance being provided to the development. 3. Finding that the TIF Plan for Tax Increment Financing District No. 22 (Elevate Apartments) conforms to the general plan for the development or redevelopment of the municipality as a whole. The HRA finds that the TIF Plan conforms to the general development plan of the City. The TIF Plan is consistent with amendments approved by the City Council to the Comprehensive Guide Plan and zoning. 4. Finding that the TIF Plan for Tax Increment Financing District No. 22 (Elevate Apartments)will afford maximum opportunity, consistent with the sound needs of the City as a whole,for the development or redevelopment of Redevelopment Project Area No. 5 by private enterprise. The project to be assisted by the District will result in diversified housing opportunities and increased employment and increased tax base in the City and the State of Minnesota, and the addition of a high-quality development to the City. -11101 Modification to the Redevelopment Plan for Redevelopment Project Area No. 5 and the Tax Increment Financing Plan for the establishment of Tax Increment Financing District No. 22 (Elevate Apartments) (a housing district) within Redevelopment Project Area No. 5 Eden Prairie Housing and Redevelopment Authority City of Eden Prairie Hennepin County State of Minnesota Public Hearing: September 19, 2017 Adopted: Prepared by: EHLERS&ASSOCIATES, INC. ell E H L E RS 3060 Centre Pointe Drive, Roseville, Minnesota 55113-1105 651-697-8500 fax: 651-697-8555 www.ehlers-inc.com Table of Contents (for reference purposes only) Section 1 - Modification to the Redevelopment Plan for Redevelopment Project Area No. 5 1-1 Foreword 1-1 Section 2 - Tax Increment Financing Plan for Tax Increment Financing District No. 22 (Elevate Apartments) 2-1 Subsection 2-1. Foreword 2-1 Subsection 2-2. Statutory Authority 2-1 Subsection 2-3. Statement of Objectives 2-1 Subsection 2-4. Redevelopment Plan Overview 2-1 Subsection 2-5. Description of Property in the District and Property To Be Acquired 2-2 Subsection 2-6. Classification of the District 2-2 Subsection 2-7. Duration and First Year of Tax Increment of the District 2-3 Subsection 2-8. Original Tax Capacity, Tax Rate and Estimated Captured Net Tax Capacity Value/Increment and Notification of Prior Planned Improvements 2-3 Subsection 2-9. Sources of Revenue/Bonds to be Issued 2-5 Subsection 2-10. Uses of Funds 2-5 Subsection 2-11. Fiscal Disparities Election 2-6 Subsection 2-12. Business Subsidies 2-7 Subsection 2-13. County Road Costs 2-8 Subsection 2-14. Estimated Impact on Other Taxing Jurisdictions 2-8 Subsection 2-15. Supporting Documentation 2-10 Subsection 2-16. Definition of Tax Increment Revenues 2-10 Subsection 2-17. Modifications to the District 2-10 Subsection 2-18. Administrative Expenses 2-11 Subsection 2-19. Limitation of Increment 2-12 Subsection 2-20. Use of Tax Increment 2-12 Subsection 2-21. Excess Increments 2-13 Subsection 2-22. Requirements for Agreements with the Developer 2-13 Subsection 2-23. Assessment Agreements 2-14 Subsection 2-24. Administration of the District 2-14 Subsection 2-25. Annual Disclosure Requirements 2-14 Subsection 2-26. Reasonable Expectations 2-14 Subsection 2-27. Other Limitations on the Use of Tax Increment 2-14 Subsection 2-28. Summary 2-15 Appendix A Project Description A-1 Appendix B Map of Redevelopment Project Area No. 5 and the District B-1 Appendix C Description of Property to be Included in the District C-1 Appendix D Estimated Cash Flow for the District D-1 Appendix E Housing Qualifications for the District E-1 Appendix F Findings for the District F-1 Section 1 - Modification to the Redevelopment Plan for Redevelopment Project Area No. 5 Foreword The following text represents a Modification to the Redevelopment Plan for Redevelopment Project Area No.5. This modification represents a continuation of the goals and objectives set forth in the Redevelopment Plan for Redevelopment Project Area No. 5. Generally,the substantive changes include the establishment of Tax Increment Financing District No. 22 (Elevate Apartments). For further information, a review of the Redevelopment Plan for Redevelopment Project Area No. 5 is recommended. It is available from the City Clerk at the City of Eden Prairie. Other relevant information is contained in the Tax Increment Financing Plans for the Tax Increment Financing Districts located within Redevelopment Project Area No. 5. Eden Prairie Housing and Redevelopment Authority Modification to the Redevelopment Plan for Redevelopment Project Area No.5 1-1 Section 2- Tax Increment Financing Plan for Tax Increment Financing District No. 22 (Elevate Apartments) Subsection 2-1. Foreword The Eden Prairie Housing and Redevelopment Authority(the"HRA"),the City of Eden Prairie(the"City"), staff and consultants have prepared the following information to expedite the establishment of Tax Increment Financing District No. 22 (Elevate Apartments)(the "District"), a housing tax increment financing district, located in Redevelopment Project Area No. 5. Subsection 2-2. Statutory Authority Within the City, there exist areas where public involvement is necessary to cause development or redevelopment to occur. To this end,the HRA and City have certain statutory powers pursuant to Minnesota Statutes ("M.S.'), Sections 469.001 to 469.047, inclusive, as amended, and M.S., Sections 469.174 to 469.1794, inclusive, as amended(the "Tax Increment Financing Act" or "TIF Act"),to assist in financing public costs related to this project. This section contains the Tax Increment Financing Plan (the "TIF Plan") for the District. Other relevant information is contained in the Modification to the Redevelopment Plan for Redevelopment Project Area No. 5. Subsection 2-3. Statement of Objectives The District currently consists of two parcels of land and adjacent and internal rights-of-way. The District is being created to facilitate construction of 222 apartment units, of which 45 apartments (20%) will be affordable to households at 50% of the area median income. The project will also contain approximately 13,266 square feet of commercial space. Please see Appendix A for further District information.The HRA anticipates entering into a Tax Increment Development Agreement with TP Elevate,LLC as the developer of the project. This TIF Plan is expected to achieve many of the objectives outlined in the Redevelopment Plan for Redevelopment Project Area No. 5. The activities contemplated in the Modification to the Redevelopment Plan and the TIF Plan do not preclude the undertaking of other qualified development or redevelopment activities. These activities are anticipated to occur over the life of Redevelopment Project Area No. 5 and the District. Subsection 2-4. Redevelopment Plan Overview 1. Property to be Acquired- Selected property located within the District may be acquired by the HRA or City and is further described in this TIF Plan, although no acquisition is anticipated as of the date of this Plan. 2. Relocation - Relocation services, to the extent required by law, are available pursuant to M.S., Chapter 117 and other relevant state and federal laws. 3. Upon approval of a developer's plan relating to the project and completion of the necessary legal requirements,the HRA or City may sell to a developer selected properties that it may acquire within the District or may lease land or facilities to a developer. 4. The HRA or City may perform or provide for some or all necessary acquisition,construction, Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-1 relocation, demolition, and required utilities and public street work within the District. Subsection 2-5. Description of Property in the District and Property To Be Acquired The District encompasses all property and adjacent rights-of-way and abutting roadways identified by the parcels listed in Appendix C of this TIF Plan. Please also see the map in Appendix B for further information on the location of the District. The HRA or City may acquire any parcel within the District including interior and adjacent street rights of way, although no acquisition is anticipated as of the date of this Plan. Any properties identified for acquisition will be acquired by the HRA or City only in order to accomplish one or more of the following: storm sewer improvements; provide land for needed public streets, utilities and facilities; carry out land acquisition,site improvements,clearance and/or development to accomplish the uses and objectives set forth in this plan. The HRA or City may acquire property by gift, dedication, condemnation or direct purchase from willing sellers in order to achieve the objectives of this TIF Plan. Such acquisitions will be undertaken only when there is assurance of funding to finance the acquisition and related costs. Subsection 2-6. Classification of the District The HRA and City, in determining the need to create a tax increment financing district in accordance with M.S., Sections 469.174 to 469.1794, as amended, inclusive, find that the District, to be established, is a housing district pursuant to M.S., Section 469.174, Subd. 11 and M.S., Section 469.1761 as defined below: M.S., Section 469.174, Subd.11: "Housing district"means a type of tax increment financing district which consists of a project, or a portion of a project, intended for occupancy, in part, by persons or families of low and moderate income, as defined in chapter 462A, Title II of the National Housing Act of 1934, the National Housing Act of 1959, the United States Housing Act of 1937, as amended, Title V of the Housing Act of 1949, as amended, any other similar present or future federal, state, or municipal legislation, or the regulations promulgated under any of those acts, and that satisfies the requirements of M.S., Section 469.1761. Housing project means a project, or portion of a project, that meets all the qualifications of a housing district under this subdivision, whether or not actually established as a housing district. M.S., Section 469.1761: Subd. 1. Requirement imposed. (a) In order for a tax increment financing district to qualify as a housing district: (1) the income limitations provided in this section must be satisfied; and (2) no more than 20 percent of the square footage of buildings that receive assistance from tax increments may consist of commercial, retail, or other nonresidential uses. (b) The requirements imposed by this section apply to property receiving assistance financed with tax increments, including interest reduction, land transfers at less than the authority's cost of acquisition, utility service or connections, roads, parking facilities, or other subsidies. The provisions of this section do not apply to districts located within a targeted area as defined in Section 462C.02 Subd 9, clause(e). Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-2 (c)For purposes of the requirements of paragraph (a), the authority may elect to treat an addition to an existing structure as a separate building if.• (1) construction of the addition begins more than three years after construction of the existing structure was completed; and (2) for an addition that does not meet the requirements of paragraph (a), clause(2),if it is treated as a separate building, the addition was not contemplated by the tax increment financing plan which includes the existing structure. Subd. 2. Owner occupied housing. For owner occupied residential property, 95 percent of the housing units must be initially purchased and occupied by individuals whose family income is less than or equal to the income requirements for qualified mortgage bond projects under section 1430 of the Internal Revenue Code. Subd. 3. Rental property. For residential rental property, the property must satisfy the income requirements for a qualified residential rental project as defined in section 142(d) of the Internal Revenue Code. The requirements of this subdivision apply for the duration of the tax increment financing district. Subd. 4. Noncompliance; enforcement. Failure to comply with the requirements of this section is subject to M.S., Section 469.1771. In meeting the statutory criteria the HRA and City rely on the following facts and findings: • The District consists of two parcels. • The development will consist of 222 units of rental housing and will also contain approximately 13,266 square feet of commercial space. • The total building area is approximately 337,781 square feet, so the commercial area represents approximately 4%of the total square footage,which is no more than 20 percent. • 20%of the units will be occupied by households with incomes less than 50%of median income. Pursuant to M.S., Section 469.176, Subd. 7,the District does not contain any parcel or part of a parcel that qualified under the provisions of M.S., Sections 273.111, 273.112, or 273.114 or Chapter 473H for taxes payable in any of the five calendar years before the filing of the request for certification of the District. Subsection 2-7. Duration and First Year of Tax Increment of the District Pursuant to M.S., Section 469.175, Subd. 1, and Section 469.176, Subd. 1,the duration and first year of tax increment of the District must be indicated within the TIF Plan. Pursuant to M.S.,Section 469.176,Subd. 1 b., the duration of the District will be 25 years after receipt of the first increment by the HRA or City(a total of 26 years of tax increment). The HRA or City elects to receive the first tax increment in 2020,which is no later than four years following the year of approval of the District. Thus, it is estimated that the District, including any modifications of the TIF Plan for subsequent phases or other changes,would terminate after 2045,or when the TIF Plan is satisfied. The HRA or City reserves the right to decertify the District prior to the legally required date. Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-3 Subsection 2-8. Original Tax Capacity,Tax Rate and Estimated Captured Net Tax Capacity Value/Increment and Notification of Prior Planned Improvements Pursuant to M.S.,Section 469.174,Subd. 7 and M.S.,Section 469.177,Subd. 1,the Original Net Tax Capacity (ONTC)as certified for the District will be based on the market values placed on the property by the assessor in 2017 for taxes payable 2018. Pursuant to M.S., Section 469.177, Subds. 1 and 2,the County Auditor shall certify in each year(beginning in the payment year 2020)the amount by which the original value has increased or decreased as a result of: 1. Change in tax exempt status of property; 2. Reduction or enlargement of the geographic boundaries of the district; 3. Change due to adjustments,negotiated or court-ordered abatements; 4. Change in the use of the property and classification; 5. Change in state law governing class rates; or 6. Change in previously issued building permits. In any year in which the current Net Tax Capacity(NTC)value of the District declines below the ONTC,no value will be captured and no tax increment will be payable to the HRA or City. The original local tax rate for the District will be the local tax rate for taxes payable 2018, assuming the request for certification is made before June 30, 2018. The ONTC and the Original Local Tax Rate for the District appear in the table below. Pursuant to M.S., Section 469.174 Subd. 4 and M.S., Section 469.177, Subd. 1, 2, and 4, the estimated Captured Net Tax Capacity (CTC) of the District, within Redevelopment Project Area No. 5, upon completion of the projects within the District,will annually approximate tax increment revenues as shown in the table below. The HRA and City request 100 percent of the available increase in tax capacity for repayment of its obligations and current expenditures,beginning in the tax year payable 2020. The Project Tax Capacity(PTC)listed is an estimate of values when the projects within the District are completed. Project Estimated Tax Capacity upon Completion(PTC) $1,402,822 Original Estimated Net Tax Capacity(ONTC) $43,275 Fiscal Disparities Contribution $60,275 Estimated Captured Tax Capacity(CTC) $1,299,272 Original Local Tax Rate 1.0993 Pay 2017 Estimated Annual Tax Increment(CTC x Local Tax Rate) $1,428,290 Percent Retained by the HRA 100% Tax capacity includes a 3%inflation factor for the duration of the District. The tax capacity included in this chart is the estimated tax capacity of the District in year 25. The tax capacity of the District in year one is estimated to be$517,571. Pursuant to M.S., Section 469.177, Subd. 4, the HRA shall, after a due and diligent search, accompany its request for certification to the County Auditor or its notice of the District enlargement pursuant to M.S., Section 469.175, Subd. 4,with a listing of all properties within the District or area of enlargement for which building permits have been issued during the eighteen(18)months immediately preceding approval of the Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-4 TIF Plan by the municipality pursuant to M.S., Section 469.175,Subd. 3. The County Auditor shall increase the original net tax capacity of the District by the net tax capacity of improvements for which a building permit was issued. The City has reviewed the area to be included in the District and found no parcels for which building permits have been issued during the 18 months immediately preceding approval of the TIF Plan by the City. Subsection 2-9. Sources of Revenue/Bonds to be Issued The costs outlined in the Uses of Funds will be financed primarily through the annual collection of tax increments. The HRA or City reserves the right to incur bonds or other indebtedness as a result of the TIF Plan. As presently proposed,the projects within the District will be financed with a pay-as-you-go note.Any refunding amounts will be deemed a budgeted cost without a formal TIF Plan Modification. This provision does not obligate the HRA or City to incur debt. The HRA or City will issue bonds or incur other debt only upon the determination that such action is in the best interest of the City. The total estimated tax increment revenues for the District are shown in the table below: SOURCES OF FUNDS TOTAL Tax Increment $25,685,223 Interest $2,568,522 Land Sale Proceeds/Lease Revenue $0 TOTAL $28,253,745 The HRA or City may issue bonds(as defined in the TIF Act)secured in whole or in part with tax increments from the District in a maximum principal amount of$17,907,532. Such bonds may be in the form of pay-as- you-go notes, revenue bonds or notes, general obligation bonds, or interfund loans. This estimate of total bonded indebtedness is a cumulative statement of authority under this TIF Plan as of the date of approval. Subsection 2-10. Uses of Funds Currently under consideration for the District is a proposal to facilitate construction of 222 apartment units, of which 45 apartments (20%) will be affordable to households at 50% of the area median income. The project will also contain 13,266 square feet of commercial space. The HRA and City have determined that it will be necessary to provide assistance to the project(s)for certain District costs,as described. The HRA has studied the feasibility of the development or redevelopment of property in and around the District. To facilitate the establishment and development or redevelopment of the District,this TIF Plan authorizes the use of tax increment financing to pay for the cost of certain eligible expenses. The estimate of public costs and uses of funds associated with the District is outlined in the table on the following page: Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-5 USES OF TAX INCREMENT FUNDS TOTAL Land/Building Acquisition $5,000,000 Site Improvements/Preparation $1,500,000 Utilities $839,010 Construction of Affordable Housing $8,000,000 Administrative Costs (up to 10%) $2,568,522 PROJECT COST TOTAL $17,907,532 Interest $10,346,213 PROJECT AND INTEREST COSTS TOTAL $28,253,745 The total project cost, including financing costs(interest)listed in the table above does not exceed the total projected tax increments for the District as shown in Subsection 2-9. Estimated costs associated with the District are subject to change among categories without a modification to this TIF Plan. The cost of all activities to be considered for tax increment financing will not exceed, without formal modification,the budget above pursuant to the applicable statutory requirements. The HRA may expend funds for qualified housing activities outside of the District boundaries. Subsection 2-11. Fiscal Disparities Election Pursuant to M.S., Section 469.177, Subd. 3, the City may elect one of two methods to calculate fiscal disparities. If the calculations pursuant to M.S., Section 469.177, Subd. 3, clause b,(within the District)are followed,the following method of computation shall apply: (1) The original net tax capacity shall be determined before the application of the fiscal disparity provisions of Chapter 276A or 473F. The current net tax capacity shall exclude any fiscal disparity commercial-industrial net tax capacity increase between the original year and the current year multiplied by the fiscal disparity ratio determined pursuant to M.S., Section 276A.06, subdivision 7 or M.S., Section 473F.08, subdivision 6. Where the original net tax capacity is equal to or greater than the current net tax capacity, there is no captured tax capacity and no tax increment determination. Where the original tax capacity is less than the current tax capacity, the difference between the original net tax capacity and the current net tax capacity is the captured net tax capacity. This amount less any portion thereof which the authority has designated, in its tax increment financing plan, to share with the local taxing districts is the retained captured net tax capacity of the authority. (2) The county auditor shall exclude the retained captured net tax capacity of the authority from the net tax capacity of the local taxing districts in determining local taxing district tax rates. The local tax rates so determined are to be extended against the retained captured net tax capacity of the authority as well as the net tax capacity of the local taxing districts. The tax generated by the extension of the less of(A)the local taxing district tax rates or(B)the original local tax rate to the retained captured net tax capacity of the authority is the tax increment of the authority. Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-6 The City will choose to calculate fiscal disparities by clause b. According to M.S., Section 469.177, Subd. 3: © The method of computation of tax increment applied to a district pursuant to paragraph (a) or (b) shall remain the same for the duration of the district, except that the governing body may elect to change its election from the method of computation in paragraph (a) to the method in paragraph (b). Subsection 2-12. Business Subsidies Pursuant to M.S., Section 1161.993, Subd. 3,the following forms of financial assistance are not considered a business subsidy: (1) A business subsidy of less than$150,000; (2) Assistance that is generally available to all businesses or to a general class of similar businesses, such as a line of business, size, location, or similar general criteria; (3) Public improvements to buildings or lands owned by the state or local government that serve a public purpose and do not principally benefit a single business or defined group of businesses at the time the improvements are made; (4) Redevelopment property polluted by contaminants as defined in M.S., Section 1161552, Subd. 3; (5) Assistance provided for the sole purpose of renovating old or decaying building stock or bringing it up to code and assistance provided for designated historic preservation districts,provided that the assistance is equal to or less than 50%of the total cost; (6) Assistance to provide job readiness and training services if the sole purpose of the assistance is to provide those services; (7) Assistance for housing; (8) Assistance for pollution control or abatement, including assistance for a tax increment financing hazardous substance subdistrict as defined under M.S., Section 469.174, Subd. 23; (9) Assistance for energy conservation; (10) Tax reductions resulting from conformity with federal tax law; (11) Workers' compensation and unemployment compensation; (12) Benefits derived from regulation; (13) Indirect benefits derived from assistance to educational institutions; (14) Funds from bonds allocated under chapter 474A,bonds issued to refund outstanding bonds, and bonds issued for the benefit of an organization described in section 501 © (3) of the Internal Revenue Code of 1986, as amended through December 31, 1999; (15) Assistance for a collaboration between a Minnesota higher education institution and a business; (16) Assistance for a tax increment financing soils condition district as defined under M.S., Section 469.174, Subd. 19; (17) Redevelopment when the recipient's investment in the purchase of the site and in site preparation is 70 percent or more of the assessor's current year's estimated market value; (18) General changes in tax increment financing law and other general tax law changes of a principally technical nature; (19) Federal assistance until the assistance has been repaid to, and reinvested by, the state or local government agency; (20) Funds from dock and wharf bonds issued by a seaway port authority; (21) Business loans and loan guarantees of$150,000 or less; (22) Federal loan funds provided through the United States Department of Commerce,Economic Development Administration; and Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-7 (23) Property tax abatements granted under M.S., Section 469.1813 to property that is subject to valuation under Minnesota Rules, chapter 8100. The HRA will comply with M.S., Sections 1161993 to 1161995 to the extent the tax increment assistance under this TIF Plan does not fall under any of the above exemptions. As currently planned, the HRA's financial assistance in this project is for housing and,therefore, falls under exemption(7)above. Subsection 2-13. County Road Costs Pursuant to M.S., Section 469.175, Subd. la,the county board may require the HRA or City to pay for all or part of the cost of county road improvements if the proposed development to be assisted by tax increment will, in the judgment of the county, substantially increase the use of county roads requiring construction of road improvements or other road costs and if the road improvements are not scheduled within the next five years under a capital improvement plan or within five years under another county plan. If the county elects to use increments to improve county roads,it must notify the HRA or City within forty- five days of receipt of this TIF Plan. In the opinion of the HRA and City and consultants, the proposed development outlined in this TIF Plan will have little or no impact upon county roads.The HRA and City are aware that the county could claim that tax increment should be used for county roads, even after the public hearing. Subsection 2-14. Estimated Impact on Other Taxing Jurisdictions The estimated impact on other taxing jurisdictions assumes that the redevelopment contemplated by the TIF Plan would occur without the creation of the District. However,the HRA or City has determined that such development or redevelopment would not occur "but for" tax increment financing and that, therefore, the fiscal impact on other taxing jurisdictions is $0. The estimated fiscal impact of the District would be as follows if the "but for"test was not met: IMPACT ON TAX BASE 2016/Pay 2017 Estimated Captured Total Net Tax Capacity(CTC) Percent of CTC Tax Capacity Upon Completion to Entity Total Hennepin County 1,573,060,731 1,299,272 0.0826% City of Eden Prairie 102,110,421 1,299,272 1.2724% Eden Prairie ISD No. 272 96,069,697 1,299,272 1.3524% IMPACT ON TAX RATES Pay 2017 Percent Potential Extension Rates of Total CTC Taxes Hennepin County 0.440870 40.10% 1,299,272 572,810 City of Eden Prairie 0.326670 29.72% 1,299,272 424,433 Eden Prairie ISD No. 272 0.218650 19.89% 1,299,272 284,086 Other 0.113110 10.29% 1,299,272 146,961 Total 1.099300 100.00% 1,428,290 Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-8 The estimates listed above display the captured tax capacity when all construction is completed. The tax rate used for calculations is the actual Pay 2017 rate. The total net capacity for the entities listed above are based on actual Pay 2017 figures. The District will be certified under the actual Pay 2018 rates, which were unavailable at the time this TIF Plan was prepared. Pursuant to M.S. Section 469.175 Subd. 2(b): (1) Estimate of total tax increment. It is estimated that the total amount of tax increment that will be generated over the life of the District is $25,685,223; (2) Probable impact of the District on city provided services and ability to issue debt. An impact of the District on police protection is expected. With any addition of new residents or businesses,police calls for service will be increased.New developments add an increase in traffic and additional overall demands to the call load. High density development historically increases the demand of police resources based on the volume of people living at the property. However,the City does not expect that the proposed development, in and of itself,will necessitate new capital investment in vehicles or staffing. The probable impact of the District on fire protection is not expected to be significant. Typically new buildings generate few calls, if any, and are of superior construction. The impact of the District on public infrastructure is expected to be minimal.The development is not expected to significantly impact any traffic movements in the area. The current infrastructure for sanitary sewer, storm sewer and water will be able to handle the additional volume generated from the proposed development. Based on the development plans,there are no additional costs associated with street maintenance, sweeping,plowing,lighting and sidewalks.It is estimated that the District will contribute a total of approximately$689,280 in City SAC/WAC fees. The probable impact of any District general obligation tax increment bonds on the ability to issue debt for general fund purposes is expected to be minimal. It is not anticipated that there will be any general obligation debt issued in relation to this project, therefore there will be no impact on the City's ability to issue future debt or on the City's debt limit. (3) Estimated amount of tax increment attributable to school district levies. It is estimated that the amount of tax increments over the life of the District that would be attributable to school district levies, assuming the school district's share of the total local tax rate for all taxing jurisdictions remained the same, is $5,108,791; (4) Estimated amount of tax increment attributable to county levies. It is estimated that the amount of tax increments over the life of the District that would be attributable to county levies,assuming the county's share of the total local tax rate for all taxing jurisdictions remained the same,is$10,299,774; (5) Additional information r quested by the county or school district. The City is not aware of any standard questions in a county or school district written policy regarding tax increment districts and impact on county or school district services. The county or school district must request additional information pursuant to M.S. Section 469.175 Subd. 2(b) within 15 days after receipt of the tax increment financing plan. No requests for additional information from the county or school district regarding the proposed development for the District have been received. Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-9 Subsection 2-15. Supporting Documentation Pursuant to M.S. Section 469.175, Subd. 1 (a), clause 7 the TIF Plan must contain identification and description of studies and analyses used to make the findings are required in the resolution approving the District. Following is a list of reports and studies on file at the City that support the HRA and City's findings: • 2017-2020 Strategic Plan for Housing and Economic Development:City Community Development Department • 2017-2026 City Capital Improvement Plan • City of Eden Prairie Comprehensive Plan, October,2009 • Staff Report on Elevate at Southwest Station dated July 6,2017 Subsection 2-16. Definition of Tax Increment Revenues Pursuant to M.S., Section 469.174, Subd. 25,tax increment revenues derived from a tax increment financing district include all of the following potential revenue sources: 1. Taxes paid by the captured net tax capacity,but excluding any excess taxes,as computed under M.S., Section 469.177; 2. The proceeds from the sale or lease of property,tangible or intangible,to the extent the property was purchased by the authority with tax increments; 3. Principal and interest received on loans or other advances made by the authority with tax increments; 4. Interest or other investment earnings on or from tax increments; 5. Repayments or return of tax increments made to the Authority under agreements for districts for which the request for certification was made after August 1, 1993; and 6. The market value homestead credit paid to the Authority under M.S., Section 273.1384. Subsection 2-17. Modifications to the District In accordance with M.S., Section 469.175, Subd. 4, any: 1. Reduction or enlargement of the geographic area of the District, if the reduction does not meet the requirements of M.S., Section 469.175, Subd. 4(e); 2. Increase in amount of bonded indebtedness to be incurred; 3. A determination to capitalize interest on debt if that determination was not a part of the original TIF Plan; 4. Increase in the portion of the captured net tax capacity to be retained by the HRA or City; 5. Increase in the estimate of the cost of the District,including administrative expenses,that will be paid or financed with tax increment from the District; or 6. Designation of additional property to be acquired by the HRA or City, shall be approved upon the notice and after the discussion,public hearing and findings required for approval of the original TIF Plan. Pursuant to M.S.Section 469.175 Subd. 4(f),the geographic area of the District may be reduced,but shall not be enlarged after five years following the date of certification of the original net tax capacity by the county auditor. If a housing district is enlarged, the reasons and supporting facts for the determination that the addition to the district meets the criteria of M.S., Section 469.174, Subd. 11 must be documented. The requirements of this paragraph do not apply if(1)the only modification is elimination of parcel(s)from the District and(2)(A)the current net tax capacity of the parcel(s)eliminated from the District equals or exceeds Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-10 the net tax capacity of those parcel(s) in the District's original net tax capacity or(B)the HRA agrees that, notwithstanding M.S.,Section 469.177,Subd. 1,the original net tax capacity will be reduced by no more than the current net tax capacity of the parcel(s)eliminated from the District. The HRA or City must notify the County Auditor of any modification to the District. Modifications to the District in the form of a budget modification or an expansion of the boundaries will be recorded in the TIF Plan. Subsection 2-18.Administrative Expenses In accordance with M.S., Section 469.174, Subd. 14, administrative expenses means all expenditures of the HRA or City, other than: 1. Amounts paid for the purchase of land; 2. Amounts paid to contractors or others providing materials and services,including architectural and engineering services, directly connected with the physical development of the real property in the District; 3. Relocation benefits paid to or services provided for persons residing or businesses located in the District; 4. Amounts used to pay principal or interest on, fund a reserve for, or sell at a discount bonds issued pursuant to M.S., Section 469.178; or 5. Amounts used to pay other financial obligations to the extent those obligations were used to finance costs described in clauses(1)to(3). For districts for which the request for certification were made before August 1, 1979,or after June 30, 1982, and before August 1,2001,administrative expenses also include amounts paid for services provided by bond counsel, fiscal consultants, and planning or economic development consultants. Pursuant to M.S., Section 469.176, Subd. 3, tax increment may be used to pay any authorized and documented administrative expenses for the District up to but not to exceed 10 percent of the total estimated tax increment expenditures authorized by the TIF Plan or the total tax increments,as defined by M.S., Section 469.174,Subd. 25, clause (1), from the District,whichever is less. For districts for which certification was requested after July 31,2001,no tax increment may be used to pay any administrative expenses for District costs which exceed ten percent of total estimated tax increment expenditures authorized by the TIF Plan or the total tax increments,as defined in M.S.,Section 469.174,Subd. 25, clause (1), from the District,whichever is less. Pursuant to M.S., Section 469.176, Subd. 4h, tax increments may be used to pay for the County's actual administrative expenses incurred in connection with the District and are not subject to the percentage limits ofMS.,Section 469.176, Subd. 3. The county may require payment of those expenses by February 15 of the year following the year the expenses were incurred. Pursuant to M.S., Section 469. 177, Subd. 11, the County Treasurer shall deduct an amount(currently .36 percent) of any increment distributed to the HRA or City and the County Treasurer shall pay the amount deducted to the State Commissioner of Management and Budget for deposit in the state general fund to be appropriated to the State Auditor for the cost of financial reporting of tax increment financing information and the cost of examining and auditing authorities' use of tax increment financing. This amount may be adjusted annually by the Commissioner of Revenue. Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-11 Subsection 2-19. Limitation of Increment The tax increment pledged to the payment of bonds and interest thereon may be discharged and the District maybe terminated if sufficient funds have been irrevocably deposited in the debt service fund or other escrow account held in trust for all outstanding bonds to provide for the payment of the bonds at maturity or redemption date. Pursuant to M.S., Section 469.176, Subd. 6: if, after four years from the date of certification of the original net tax capacity of the tax increment financing district pursuant to MS.,Section 469.177,no demolition,rehabilitation or renovation of property or other site preparation, including qualified improvement of a street adjacent to a parcel but not installation of utility service including sewer or water systems, has been commenced on a parcel located within a tax increment financing district by the authority or by the owner of the parcel in accordance with the tax increment financing plan, no additional tax increment may be taken from that parcel, and the original net tax capacity of that parcel shall be excluded from the original net tax capacity of the tax increment financing district. If the authority or the owner of the parcel subsequently commences demolition,rehabilitation or renovation or other site preparation on that parcel including qualified improvement of a street adjacent to that parcel, in accordance with the tax incrementfinancingplan,the authority shall certify to the county auditor that the activity has commenced and the county auditor shall certify the net tax capacity thereof as most recently certified by the commissioner of revenue and add it to the original net tax capacity of the tax increment financing district. The county auditor must enforce the provisions of this subdivision. The authority must submit to the county auditor evidence that the required activity has taken place for each parcel in the district. The evidence for a parcel must be submitted by February 1 of the fifth year following the year in which the parcel was certified as included in the district. For purposes of this subdivision, qualified improvements of a street are limited to (1) construction or opening of a new street, (2) relocation of a street, and(3)substantial reconstruction or rebuilding of an existing street. The HRA or City or a property owner must improve parcels within the District by approximately September 2021 and report such actions to the County Auditor. Subsection 2-20. Use of Tax Increment The HRA or City hereby determines that it will use 100 percent of the captured net tax capacity of taxable property located in the District for the following purposes: 1. To pay the principal of and interest on bonds issued to finance a project; 2. To finance,or otherwise pay public redevelopment costs of the Redevelopment Project Area No. 5 pursuant to M.S., Sections 469.001 to 469.047; 3. To pay for project costs as identified in the budget set forth in the TIF Plan; 4. To finance, or otherwise pay for other purposes as provided in M.S., Section 469.176, Subd. 4; 5. To pay principal and interest on any loans,advances or other payments made to or on behalf of the HRA or City or for the benefit of Redevelopment Project Area No. 5 by a developer; 6. To finance or otherwise pay premiums and other costs for insurance or other security guaranteeing the payment when due of principal of and interest on bonds pursuant to the TIF Plan or pursuant to M.S., Chapter 462C. M.S., Sections 469.152 through 469.165, and/or M.S., Sections 469.178; and 7. To accumulate or maintain a reserve securing the payment when due of the principal and interest on Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-12 the tax increment bonds or bonds issued pursuant to M.S., Chapter 462C, M.S., Sections 469.152 through 469.165, and/or M.S., Sections 469.178. Revenues derived from tax increment from a housing district must be used solely to finance the cost of housing projects as defined in M.S., Sections 469.174, Subd. 11 and 469.1761. The cost of public improvements directly related to the housing projects and the allocated administrative expenses of the HRA or City may be included in the cost of a housing project. These revenues shall not be used to circumvent any levy limitations applicable to the City nor for other purposes prohibited by M.S., Section 469.176, Subd. 4. Tax increments generated in the District will be paid by Hennepin County to the HRA for the Tax Increment Fund of said District. The HRA or City will pay to the developer(s) annually an amount not to exceed an amount as specified in a developer's agreement to reimburse the costs of land acquisition, public improvements,demolition and relocation,site preparation,and administration. Remaining increment funds will be used for HRA or City administration (up to 10 percent) and for the costs of public improvement activities outside the District. Subsection 2-21. Excess Increments Excess increments,as defined in M.S., Section 469.176, Subd. 2,shall be used only to do one or more of the following: 1. Prepay any outstanding bonds; 2. Discharge the pledge of tax increment for any outstanding bonds; 3. Pay into an escrow account dedicated to the payment of any outstanding bonds; or 4. Return the excess to the County Auditor for redistribution to the respective taxing jurisdictions in proportion to their local tax rates. The HRA or City must spend or return the excess increments under paragraph©within nine months after the end of the year. In addition, the HRA or City may, subject to the limitations set forth herein, choose to modify the TIF Plan in order to finance additional public costs in Redevelopment Project Area No. 5 or the District. Subsection 2-22. Requirements for Agreements with the Developer The HRA or City will review any proposal for private development to determine its conformance with the Redevelopment Plan and with applicable municipal ordinances and codes. To facilitate this effort, the following documents may be requested for review and approval: site plan, construction, mechanical, and electrical system drawings,landscaping plan,grading and storm drainage plan,signage system plan,and any other drawings or narrative deemed necessary by the HRA or City to demonstrate the conformance of the development with City plans and ordinances. The HRA or City may also use the Agreements to address other issues related to the development. Pursuant to M.S., Section 469.176, Subd. 5, no more than 10 percent, by acreage, of the property to be acquired in the District as set forth in the TIF Plan shall at any time be owned by the HRA or City as a result of acquisition with the proceeds of bonds issued pursuant to M.S., Section 469.178 to which tax increments from property acquired is pledged,unless prior to acquisition in excess of 10 percent of the acreage,the HRA or City concluded an agreement for the development of the property acquired and which provides recourse for the HRA or City should the development not be completed. Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-13 Subsection 2-23.Assessment Agreements Pursuant to M.S., Section 469.177, Subd. 8,the HRA or City may enter into a written assessment agreement in recordable form with the developer of property within the District which establishes a minimum market value of the land and completed improvements for the duration of the District. The assessment agreement shall be presented to the County Assessor who shall review the plans and specifications for the improvements to be constructed,review the market value previously assigned to the land upon which the improvements are to be constructed and,so long as the minimum market value contained in the assessment agreement appears, in the judgment of the assessor, to be a reasonable estimate, the County Assessor shall also certify the minimum market value agreement. Subsection 2-24.Administration of the District Administration of the District will be handled by the Finance Manager. Subsection 2-25.Annual Disclosure Requirements Pursuant to M.S., Section 469.175, Subds. 5, 6, and 6b the HRA or City must undertake financial reporting for all tax increment financing districts to the Office of the State Auditor,County Board and County Auditor on or before August 1 of each year. M.S., Section 469.175, Subd. 5 also provides that an annual statement shall be published in a newspaper of general circulation in the City on or before August 15. If the City fails to make a disclosure or submit a report containing the information required by M.S., Section 469.175 Subd. 5 and Subd. 6, the Office of the State Auditor will direct the County Auditor to withhold the distribution of tax increment from the District. Subsection 2-26. Reasonable Expectations As required by the TIF Act,in establishing the District,the determination has been made that the anticipated development would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future. In making said determination, reliance has been placed upon written representation made by the developer to such effects and upon HRA and City staff awareness of the feasibility of developing the project site(s)within the District. Subsection 2-27. Other Limitations on the Use of Tax Increment 1. General Limitations. All revenue derived from tax increment shall be used in accordance with the TIF Plan. The revenues shall be used to finance, or otherwise pay public redevelopment costs of the Redevelopment Project Area No. 5 pursuant to M.S., Sections 469.001 to 469.047. Tax increments may not be used to circumvent existing levy limit law. No tax increment may be used for the acquisition, construction,renovation,operation,or maintenance of a building to be used primarily and regularly for conducting the business of a municipality,county,school district,or any other local unit of government or the state or federal government. This provision does not prohibit the use of revenues derived from tax increments for the construction or renovation of a parking structure. 2. Housing District Exceptions to Restriction on Pooling; Five Year Limit. Pursuant to M.S., Section 469.1763, (1)At least 80% of the tax increment derived from the District must be expended on Public Costs incurred within said district, and up to 20%of said tax increments may be spent on public costs incurred outside of the District but within Redevelopment Project Area No. 5;provided that in the case of a housing district, a housing project, as defined in M.S., Section 469.174, Subd. 11, is deemed to be Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-14 an activity in the District, even if the expenditure occurred after five years. Subsection 2-28. Summary The Eden Prairie Housing and Redevelopment Authority is establishing the District to provide an impetus for residential development and provide safe and decent life cycle housing in the City. The TIF Plan for the District was prepared by Ehlers&Associates,Inc.,3060 Centre Pointe Drive,Roseville,Minnesota 55113- 1105,telephone(651) 697-8500. Eden Prairie Housing and Redevelopment Authority Tax Increment Financing Plan for Tax Increment Financing District No.22(Elevate Apartments) 2-15 Appendix A The project,known as Elevate,will be a 6-story vertical mixed-use project with 222 apartment units,of which 45 apartments(20%) will be affordable to households at or below 50%of the area median income and will include approximately 13,266 square feet of ground floor retail/commercial space. Appendix A-1 Appendix B Map of Redevelopment Project Area No. 5 and the District Appendix B-1 C.i•r. - a} c ' AC- f.�, '..In� — ~ .,Linf l C dr,___ 4Yrr • I. h •JCIYI.JI _ �'• �• I.'• ..'.[..r.ur cur • I.I t.I • (Sr nni „ 9, } 1 f I y r ly` a- owth xr''.q.. Err•,I L.. 'r•al ,{x�' n11. NeOK'G . Jli.. ,.� "'1.1 .w.,l F. , .... . ... .., r. ,.... , _ C. ._ . _ is ••. 1,,,- - S :'Irh I. 'r' "irk' 1o..1'.1 ,..Pi S ,ipp4iie - ?I - fy / L r • L ..ell Ilr 11 re • _- .'.I" •V r. T..nnnrgr-n .'te .tlJ I.A.Ir —lk n r "l` 'A pr. Eden 1'rair1C. 1_ .. rr I.I.I. .1. _ n L _vmn rJ.IM.1,1. ' •1..,. 1,Mr�1 '1 l'111- ...:A,,,,, s- •_ _ TW. ter. MU_' .l Urµ V4.'rl __ Ita,F •'`Wn.y7 - i0.. ...j In Al.C. .. K. , kerP i1r..I• - A Lake vr1 • ^..II'. 1 5. yip - . „nos • ^..V r'r.N1' . .i 5 Fi t {� S d all• d n ?Horn., L. nlhap Re L�1i' cQ PYHEIRS,DeLcrme.Intermep,increment P Cap.,eE9Cd*U :,FAO.NPS,r}'tRCAtl, ._ u.11�Rrt 1 Pork G ase,IGht,Kadaster NFL,Crdna nos purvey.Emil Japan,METI,EsrTTChin:{Hong Kong).swisst' o. Mn mylndi.e. 1 operiStreetMap cpt ibutnrs;end the GIS LFser Colgo-1. nity Proposed TIF Housing District ITIF Redevelopment Project Area #5 Appendix C Description of Property to be Included in the District The District encompasses all property and adjacent rights-of-way and abutting roadways identified by the parcels listed below. Parcel Numbers Address Owner 15-116-22-11-0008 12950 Technology Dr Anchor Bank NA 15-116-22-11-0009 12900 Technology Dr RT Minneapolis Franchise LLC Appendix C-1 Appendix D Estimated Cash Flow for the District Appendix D-1 8/2/2017 Base Value Assumptions -Page 1 ell EHLERS LEADrRS N PUSLIC FINANCE Elevate City of Eden Prairie 222 Apartment Units and 13,266 sq.ft.Restaurant ASSUMPTIONS AND RATES DistrictType: Housing Tax Rates District Name/Number: County District#: Exempt Class Rate(Exempt) 0.00% First Year Construction or Inflation on Value 2018 Commercial Industrial Preferred Class Rate(C/I Pref.) Existing District - Specify No.Years Remaining First $150,000 1.50% Inflation Rate-Every Year: 3.00% Over $150,000 2.00% Interest Rate: 4.00% Commercial Industrial Class Rate(C/I) 2.00% Present Value Date: 1-Feb-19 Rental Housing Class Rate(Rental) 1.25% First Period Ending 1-Aug-19 Affordable Rental Housing Class Rate(Aff.Rental) Tax Year District was Certified: Pay 2018 First $115,000 0.75% Cashflow Assumes First Tax Increment For Development: 2020 Over $115,000 0.25% Years of Tax Increment 26 Non-Homestead Residential(Non-H Res.1 Unit) Assumes Last Year of Tax Increment 2045 First $500,000 1.00% Fiscal Disparities Election[Outside(A), Inside(B),or NA] Inside(B) Over $500,000 1.25% Incremental or Total Fiscal Disparities Incremental Homestead Residential Class Rate(Hmstd.Res.) Fiscal Disparities Contribution Ratio 37.6064% Pay 2017 First $500,000 1.00% Fiscal Disparities Metro-Wide Tax Rate 150.0490% Pay 2017 Over $500,000 1.25% Maximum/Frozen Local Tax Rate: 109.930% Pay 2017 Agricultural Non-Homestead 1.00% Current Local Tax Rate:(Use lesser of Current or Max.) 109.930% Pay 2017 State-wide Tax Rate(Comm./Ind.only used for total taxes) 45.8020% Pay 2017 Market Value Tax Rate(Used for total taxes) 0.22904% Pay 2017 BASE VALUE INFORMATION (Original Tax Capacity) Building Total Percentage Tax Year Property Current Class After Land Market Market Of Value Used Original Original Tax Original After Conversion Area/ Map# PID Owner Address Market Value Value Value for District Market Value Market Value Class Tax Capacity Conversion Orig.Tax Cap. Phase 1 15-116-22-11-0009 RT Mpls 12900 Tech.Dr. 1,629,000 333,000 1,962,000 100% 1,962,000 Pay 2018 C/I Pref. 38,490 Rental 24,525 2 15-116-22-11-0008 Anchor Bank 12950 Tech Dr. 921,000 579,000 1,500,000 100% 1,500,000 Pay 2018 C/I Pref. 29,250 Rental 18,750 3,462,000 3,462,000 67,740 43,275 Note: 1. Base values are for pay 2018 based upon review of County website on 4-11-2017 Prepared by Ehlers&Associates,Inc.-Estimates Only N:\Minnsota\Eden Prairie\Housing-Economic-Redevelopment\TIF\TIF Districts\TIF 22\TIF Plan Run 7-25-2017 8/2/2017 Base Value Assumptions -Page 2 43111 EHLERS [FADER 5IN NMI FI N ANGE Elevate City of Eden Prairie 222 Apartment Units and 13,266 sq.ft.Restaurant PROJECT INFORMATION(Project Tax Capacity) Estimated Taxable Total Taxable Property Percentage Percentage Percentage Percentage First Year Market Value Market Value Total Market Tax Project Project Tax Completed Completed Completed Completed Full Taxes Area/Phase New Use Per Sq.Ft./Unit Per Sq.Ft./Unit Sq.Ft./Units Value Class Tax Capacity Capacity/Unit 2018 2019 2020 2021 Payable Apartments 220,270 220,270 222 48,899,940 Rental 611,249 2,753 75% 100% 100% 100% 2021 Restaurant 300 300 13,266 3,979,800 C/I Pref. 78,846 6 75% 100% 100% 100% 2021 - TOTAL 52,879,740 690,095 Subtotal Residential 222 48,899,940 611,249 Subtotal Commercial/Ind. 13,266 3,979,800 78,846 Note: 1.Market values are based upon estimates from the City assessor. TAX CALCULATIONS ota isca oca oca isca tate-wi.e Tar et Tax Disparities Tax Property Disparities Property Value Total Taxes Per New Use Capacity Tax Capacity Capacity Taxes Taxes Taxes Taxes Taxes Sq.Ft./Unit Apartments 611,249 0 611,249 671,946 0 0 112,000 783,947 3,531.29 Restaurant 78,846 29,651 49,195 54,080 44,491 36,113 9,115 143,800 10.84 TOTAL 690,095 29,651 660,444 726,026 44,491 36,113 121,116 927,746 Note: 1. Taxes and tax increment will vary significantly from year to year depending upon values,rates,state law,fiscal disparities and other factors which cannot be predicted. WHAT IS EXCLUDED FROM TIF? Total Property Taxes 927,746 less State-wide Taxes (36,113) less Fiscal Disp.Adj. (44,491) less Market Value Taxes (121,116) less Base Value Taxes (47,572) Annual Gross TIF Prepared by Ehlers&Associates,Inc.-Estimates Only N:\Minnsota\Eden Prairie\Housing-Economic-Redevelopment\TIF\TIF Districts\TIF 22\TIF Plan Run 7-25-2017 8/2/2017 Tax Increment Cashflow-Page 3 0 EHLERS LEAeEnS ie PumLx FIN.. Elevate City of Eden Prairie 222 Apartment Units and 13,266 sq. ft. Restaurant TAX INCREMENT CASH FLOW Project Original Fiscal Captured Local Annual Semi-Annual State Admin. Semi-Annual Semi-Annual PERIOD %of Tax Tax Disparities Tax Tax Gross Tax Gross Tax Auditor at Net Tax Present ENDING Tax Payment OTC Capacity Capacity Incremental Capacity Rate Increment Increment 0.36% 10% Increment Value Yrs. Year Date - - 08/01/19 - - - - 02/01/20 100% 517,571 (43,275) (22,238) 452,058 109.930% 496,947 248,474 (895) (24,758) 222,821 209,969 0.5 2020 08/01/20 248,474 (895) (24,758) 222,821 415,822 1 2020 02/01/21 100% 690,095 (43,275) (29,651) 617,169 109.930% 678,454 339,227 (1,221) (33,801) 304,205 691,350 1.5 2021 08/01/21 339,227 (1,221) (33,801) 304,205 961,475 2 2021 02/01/22 100% 710,798 (43,275) (30,541) 636,982 109.930% 700,235 350,117 (1,260) (34,886) 313,971 1,234,806 2.5 2022 08/01/22 350,117 (1,260) (34,886) 313,971 1,502,778 3 2022 02/01/23 100% 732,122 (43,275) (31,457) 657,390 109.930% 722,669 361,334 (1,301) (36,003) 324,030 1,773,912 3.5 2023 08/01/23 361,334 (1,301) (36,003) 324,030 2,039,730 4 2023 02/01/24 100% 754,086 (43,275) (32,401) 678,410 109.930% 745,776 372,888 (1,342) (37,155) 334,391 2,308,668 4.5 2024 08/01/24 372,888 (1,342) (37,155) 334,391 2,572,333 5 2024 02/01/25 100% 776,708 (43,275) (33,373) 700,061 109.930% 769,577 384,788 (1,385) (38,340) 345,063 2,839,078 5.5 2025 08/01/25 384,788 (1,385) (38,340) 345,063 3,100,592 6 2025 02/01/26 100% 800,010 (43,275) (34,374) 722,361 109.930% 794,091 397,046 (1,429) (39,562) 356,055 3,365,146 6.5 2026 08/01/26 397,046 (1,429) (39,562) 356,055 3,624,513 7 2026 02/01/27 100% 824,010 (43,275) (35,405) 745,330 109.930% 819,341 409,671 (1,475) (40,820) 367,376 3,886,879 7.5 2027 08/01/27 409,671 (1,475) (40,820) 367,376 4,144,101 8 2027 02/01/28 100% 848,730 (43,275) (36,467) 768,988 109.930% 845,348 422,674 (1,522) (42,115) 379,037 4,404,284 8.5 2028 08/01/28 422,674 (1,522) (42,115) 379,037 4,659,365 9 2028 02/01/29 100% 874,192 (43,275) (37,561) 793,356 109.930% 872,136 436,068 (1,570) (43,450) 391,048 4,917,369 9.5 2029 08/01/29 436,068 (1,570) (43,450) 391,048 5,170,315 10 2029 02/01/30 100% 900,418 (43,275) (38,688) 818,455 109.930% 899,727 449,864 (1,620) (44,824) 403,420 5,426,146 10.5 2030 08/01/30 449,864 (1,620) (44,824) 403,420 5,676,960 11 2030 02/01/31 100% 927,430 (43,275) (39,849) 844,307 109.930% 928,146 464,073 (1,671) (46,240) 416,162 5,930,624 11.5 2031 08/01/31 464,073 (1,671) (46,240) 416,162 6,179,314 12 2031 02/01/32 100% 955,253 (43,275) (41,044) 870,934 109.930% 957,418 478,709 (1,723) (47,699) 429,287 6,430,817 12.5 2032 08/01/32 478,709 (1,723) (47,699) 429,287 6,677,389 13 2032 02/01/33 100% 983,911 (43,275) (42,275) 898,360 109.930% 987,568 493,784 (1,778) (49,201) 442,806 6,926,738 13.5 2033 08/01/33 493,784 (1,778) (49,201) 442,806 7,171,198 14 2033 02/01/34 100% 1,013,428 (43,275) (43,544) 926,609 109.930% 1,018,622 509,311 (1,834) (50,748) 456,730 7,418,401 14.5 2034 08/01/34 509,311 (1,834) (50,748) 456,730 7,660,757 15 2034 02/01/35 100% 1,043,831 (43,275) (44,850) 955,706 109.930% 1,050,608 525,304 (1,891) (52,341) 471,071 7,905,822 15.5 2035 08/01/35 525,304 (1,891) (52,341) 471,071 8,146,081 16 2035 02/01/36 100% 1,075,146 (43,275) (46,196) 985,675 109.930% 1,083,553 541,776 (1,950) (53,983) 485,843 8,389,017 16.5 2036 08/01/36 541,776 (1,950) (53,983) 485,843 8,627,188 17 2036 02/01/37 100% 1,107,400 (43,275) (47,581) 1,016,544 109.930% 1,117,487 558,743 (2,011) (55,673) 501,059 8,868,003 17.5 2037 08/01/37 558,743 (2,011) (55,673) 501,059 9,104,095 18 2037 02/01/38 100% 1,140,622 (43,275) (49,009) 1,048,338 109.930% 1,152,438 576,219 (2,074) (57,414) 516,730 9,342,798 18.5 2038 08/01/38 576,219 (2,074) (57,414) 516,730 9,576,820 19 2038 02/01/39 100% 1,174,841 (43,275) (50,479) 1,081,087 109.930% 1,188,439 594,219 (2,139) (59,208) 532,872 9,813,421 19.5 2039 08/01/39 594,219 (2,139) (59,208) 532,872 10,045,382 20 2039 02/01/40 100% 1,210,086 (43,275) (51,993) 1,114,818 109.930% 1,225,519 612,760 (2,206) (61,055) 549,498 10,279,891 20.5 2040 08/01/40 612,760 (2,206) (61,055) 549,498 10,509,801 21 2040 02/01/41 100% 1,246,389 (43,275) (53,553) 1,149,561 109.930% 1,263,712 631,856 (2,275) (62,958) 566,623 10,742,228 21.5 2041 08/01/41 631,856 (2,275) (62,958) 566,623 10,970,098 22 2041 02/01/42 100% 1,283,780 (43,275) (55,160) 1,185,346 109.930% 1,303,050 651,525 (2,345) (64,918) 584,262 11,200,454 22.5 2042 08/01/42 651,525 (2,345) (64,918) 584,262 11,426,293 23 2042 02/01/43 100% 1,322,294 (43,275) (56,815) 1,222,204 109.930% 1,343,569 671,785 (2,418) (66,937) 602,430 11,654,589 23.5 2043 08/01/43 671,785 (2,418) (66,937) 602,430 11,878,408 24 2043 02/01/44 100% 1,361,963 (43,275) (58,519) 1,260,169 109.930% 1,385,303 692,652 (2,494) (69,016) 621,142 12,104,655 24.5 2044 08/01/44 692,652 (2,494) (69,016) 621,142 12,326,465 25 2044 02/01/45 100% 1,402,822 (43,275) (60,275) 1,299,272 109.930% 1,428,290 714,145 (2,571) (71,157) 640,416 12,550,675 25.5 2045 08/01/45 714,145 (2,571) (71,157) 640,416 12,770,487 26 2045 02/01/46 Total 25,778,024 (92,801) (2,568,522) 23,116,701 ' Present Value From 02/01/2019 Present Value Rate 4.00% 14,240,697 (51,267) (1,418,943) 12,770,487 Prepared by Ehlers&Associates,Inc.-Estimates Only N:\Minnsota\Eden Prairie\Housing-Economic-Redevelopment\TIF\TIF Districts\TIF 22\TIF Plan Run 7-25-2017 Appendix E Housing Qualifications for the District INCOME RESTRICTIONS-ADJUSTED FOR FAMILY SIZE (HOUSING DISTRICT)-HENNEPIN COUNTY HENNEPIN COUNTY MEDIAN INCOME: $90,400 a No. of Persons 50%of Median Income 60%of Median Income 1-person $31,650 $37,980 2-person $36,200 $43,440 3-person $40,700 $48,840 4-person $45,200 $54,240 Source: Department of Housing and Urban Development and Minnesota Housing Finance Agency The two options for income limits on a standard housing district are 20% of the units at 50% of median income or 40% of the units at 60% of median income. The project in this district will include 20%of the units at 50%of median income. There are no rent restrictions for a housing district. ***PLEASE NOTE: THESE NUMBERS ARE ADJUSTED ANNUALLY. ALL INCOME FIGURES REPORTED ON THIS PAGE ARE FOR 2017. Appendix E-1 Appendix F Findings for the District The reasons and facts supporting the findings for the adoption of the Tax Increment Financing Plan for Tax Increment Financing District No. 22 (Elevate Apar tridents),as required pursuant to Minnesota Statutes, Section 469.175, Subdivision 3 are as follows: 1. Finding that Tax Increment Financing District No. 22 (Elevate Apartments) is a housing district as defined in M.S., Section 469.174, Subd. 11. TIF District No. 22 (Elevate Apartments)consists of two parcels. The development will consist of approximately 222 apartment units and 13,266 square feet of commercial space. A portion of the housing units will receive tax increment assistance and will meet income restrictions described in M.S. 469.1761. At least 20 percent of the units(45 apartments)receiving assistance will have incomes at or below 50 percent of statewide median income. Appendix E of the TIF Plan contains background for the above finding. 2. Finding that the proposed development, in the opinion of the City Council, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future. The proposed development, in the opinion of the City, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future: This finding is supported by the fact that the development proposed in this plan contains affordable,workforce housing units that meet the City's objectives for development. The cost of land acquisition, site and public improvements and construction makes this housing development infeasible without City assistance. The cost of land acquisition and construction are the same for workforce housing units as they are for market rate projects. The decreased rental income from the affordable units, means there is less cash flow available to service the operating and debt expenses for the project. The leaves a gap in funding for the project. The need to offset this reduction in rents for the workforce housing units makes this housing development feasible only through assistance, in part, from tax increment financing. The developer was asked for and provided a letter and a pro forma as justification that the project would not have gone forward without tax increment assistance. The increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of the TIF District permitted by the TIF Plan: This finding is justified on the grounds that the costs of acquisition,building demolition, site improvements, utility improvements and construction of affordable housing add to the total redevelopment cost. Historically,the costs of site and public improvements, as well as high market rate rents in the City have made development of affordable housing infeasible without tax increment assistance. Although other projects could potentially be proposed,the City reasonably determines that no other redevelopment of similar scope providing the desired affordability can be anticipated on this site without substantially similar assistance being provided to the development. Appendix F-1 3. Finding that the TIF Plan for Tax Increment Financing District No. 22 (Elevate Apartments) conforms to the general plan for the development or redevelopment of the municipality as a whole. The City finds that the TIF Plan conforms to the general development plan of the City. The TIF Plan is consistent with amendments approved by the City Council to the Comprehensive Guide Plan and zoning. 4. Finding that the TIF Plan for Tax Increment Financing District No. 22 (Elevate Apartments) will afford maximum opportunity, consistent with the sound needs of the City as a whole,for the development or redevelopment of Redevelopment Project Area No. 5 by private enterprise. The project to be assisted by the District will result in diversified housing opportunities and increased employment and increased tax base in the City and the State of Minnesota, and the addition of a high-quality development to the City. Appendix F-2 TAX INCREMENT DEVELOPMENT AGREEMENT BY AND BETWEEN HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF EDEN PRAIRIE, MINNESOTA AND TP ELEVATE, LLC This document drafted GREGERSON, ROSOW, by: JOHNSON &NILAN, LTD 100 Washington Ave. S. Suite 1550 Minneapolis, MN 55401 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties of the HRA Section 2.2 Representations and Warranties of the Developer ARTICLE III UNDERTAKINGS BY DEVELOPER AND HRA Section 3.1 Project, Site Improvements and Development Property Section 3.2 Limitations on Undertaking of the HRA Section 3.3 Reimbursement: TIF Note Section 3.4 Compliance with Low and Moderate Income Requirements Section 3.5 Loan of Pooled TIF Section 3.6 Park Dedication Fees ARTICLE IV EVENTS OF DEFAULT Section 4.1 Events of Default Defined Section 4.2 Remedies on Default Section 4.3 No Remedy Exclusive Section 4.4 No Implied Waiver Section 4.5 Agreement to Pay Attorney's Fees and Expenses Section 4.6 Indemnification of HRA ARTICLE V DEVELOPER'S OPTION TO TERMINATE AGREEMENT Section 5.1 The Developer's Option to Terminate Section 5.2 Action to Terminate Section 5.3 Effect of Termination ARTICLE VI ADDITIONAL PROVISIONS Section 6.1 Restrictions on Use Section 6.2 Conflicts of Interest Section 6.3 Titles of Articles and Sections Section 6.4 Notices and Demands Section 6.5 Counterparts Section 6.6 Law Governing Section 6.7 Expiration Section 6.8 Provisions Surviving Rescission or Expiration Section 6.9 Assignability of Agreement EXHIBIT A DESCRIPTION OF DEVELOPMENT PROPERTY A-1 EXHIBIT B FORM OF TIF NOTE B-1 EXHIBIT C SITE IMPROVEMENTS C-1 EXHIBIT D COMPLIANCE CERTIFICATE D-1 EXHIBIT E FORM OF POOLED TIF NOTE E-1 EXHIBIT F FORM OF POOLED TIF MORTGAGE F-1 2 EXHIBIT G FORM OF PARK DEDICATION NOTE G-1 EXHIBIT H FORM OF PARK DEDICATION MORTGAGE H-1 EXHIBIT I FORM OF ASSESSMENT AGREEMENT I-1 EXHIBIT J AVAILABLE CASH ILLUSTRATION J-1 EXHIBIT K CASH ON CASH RETURN K-1 EXHIBIT L METRO HOUSING PAYMENT STANDARDS L-1 3 TAX INCREMENT DEVELOPMENT AGREEMENT THIS AGREEMENT, made as of the 19th day of September, 2017, by and between the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota (the "HRA"), a political subdivision of the State of Minnesota organized under the Constitution and laws of the State of Minnesota with it principal offices at 8080 Mitchell Road, Eden Prairie, MN 55344-2230 and TP Elevate, LLC, a Minnesota limited liability company(the "Developer"). WITNESSETH: WHEREAS, pursuant to Minnesota Statutes, Section 469.174 to 469.179, the HRA has heretofore established Redevelopment Project No. 5 (the "Project Area") and has adopted a redevelopment plan therefor (the "Redevelopment Plan"); WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through 469.1794, as amended (hereinafter, the "Tax Increment Act"), the HRA has heretofore established, within the Project Area, Tax Increment Financing District No. 22 (Elevate Apartments) (the "Tax Increment District") and has adopted a tax increment financing plan therefor (the "Tax Increment Plan") which provides for the use of tax increment financing in connection with certain development within the Project Area; and WHEREAS, capitalized terms used in these recitals or elsewhere in this Agreement and not otherwise defined are given the meanings assigned to them in Article I of this Agreement; WHEREAS to assist the Developer in the construction of the Project the HRA has agreed to provide a loan to the Developer in the principal amount of $500,000 pursuant to the terms and conditions of Section 3.5; WHEREAS to further assist the Developer in the construction of the Project, the payment of park dedication fees calculated by the HRA as $1,221,000.00 will be reduced to $872,700.00, pursuant to the terms and conditions of Section 3.6 of this Agreement, and as further set forth in that certain Development Agreement between Developer and the HRA dated as of the date hereof; WHEREAS, in order to achieve the objectives of the Redevelopment Plan and particularly to make the land in the Project Area available for development by private enterprise in conformance with the Redevelopment Plan, the HRA has determined to assist the Developer with the financing of certain costs of the Project to be constructed within the Tax Increment District as more particularly set forth in this Agreement; WHEREAS, the HRA believes that the development and construction of the Project, 4 and fulfillment of this Agreement are vital and are in the best interests of the HRA, the health, safety, morals and welfare of residents of the City, and in accordance with the public purpose and provisions of the applicable state and local laws and requirements under which the Project has been undertaken and is being assisted; and WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section 116J.993 through 116J.995, do not apply to this Agreement pursuant to an exemption for housing. NOW, THEREFORE, in consideration of the foregoing recitals, which are agreed by the parties to be an integral part of this Agreement, and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 5 ARTICLE I DEFINITIONS Section 1.1 Definitions. All capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: Affordable Units means the 45 units described in Section 3.4 (A). Agreement means this Agreement, as the same may be from time to time modified, amended or supplemented; Available Cash means Net Cash Flow Available for Distribution. Net Cash Flow Available for Distribution equals: Effective Gross Income -Operating Expenses -Debt Service A sample calculation is included as Exhibit J (Available Cash Illustration); Available Tax Increments means the Tax Increments less .036% paid to the Officer of the State Auditor and less a 10% administrative fee which the HRA is entitled to retain pursuant to the provisions of Minnesota Statutes, Sections 469.174 through 469.1799, as the same may be amended or supplemented from time to time; Business Day means any day except a Saturday, Sunday or a legal holiday or a day on which banking institutions in the HRA are authorized by law or executive order to close; Cash on Cash Return means Available Cash divided by Developer's Equity, which shall be determined in accordance with the methodology utilized in Exhibit K attached hereto; City means the City of Eden Prairie, Minnesota; Compliance Certificate means the Compliance Certificate in substantially the form attached hereto as Exhibit D; County means Hennepin County, Minnesota; Developer means TP Elevate, LLC, a Minnesota limited liability company, its successors and assigns; 6 Debt Service is amount paid in a calendar year for the Mortgage Note, the Pooled TIF Loan, and Hennepin TOD Loan; Developer's Equity means cash contributed by Developer and/or entities related to Developer for the acquisition of the Development Property, construction of the Project thereon, and operation of the Development Property after construction of the Project is completed, as well as the unpaid amount of any developer's fee that is due and owing to TP Elevate Developer, LLC or has been deferred by TP Elevate Developer, LLC; Development Property means the real property described in Exhibit A attached to this Agreement; Effective Gross Income is the total rental income and TIF Revenue actually received from residential and commercial uses from the Development Property, including parking and other income in any given year; Event of Default means any of the events described in Section 4.1 hereof; Hennepin County Loans means, collectively, that certain Transit Oriented Development Loan from the Hennepin County Housing and Redevelopment Authority to Developer, in the original principal amount of $300,000.00 (the "Hennepin TOD Loan"), and that certain Federal HOME Investments Partnership Program loan from the Hennepin Housing Consortium to Developer, in the original principal amount of$250,000.00. HRA means the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota; HUD means United States Department of Housing and Urban Development; Lender means Jones Lang LaSalle Multifamily, LLC, a Delaware limited liability company, its successors or assigns; Mortgage Note has the meaning given to it in Section 6.2 of this Agreement; Met Council Loan means that certain Transit Oriented Development Loan from the Metropolitan Council, or its designee or recipient, to Developer, expected to be in the original principal amount of$750,000.00; Operating Expenses means reasonable and customary expenses incurred in operating the Development Property, including, but not limited to, capital replacements or improvements at the Development Property; Owner means TP Elevate, LLC, a Minnesota limited liability company; Prime Rate means the rate of interest from time to time publicly announced by U.S. Bank National Association in St. Paul, Minnesota, as its "prime rate" or "reference rate" or 7 any successor rate, which rate shall change as and when that rate or successor rate changes; Project means the construction of a 222-unit multifamily rental housing and 13,266 square feet of commercial retail facility by the Developer on the Development Property; Project Area means the real property included in Redevelopment Project No. 5 heretofore established; Redevelopment Plan means the development program approved in connection with the Project Area; Site Improvements means the site improvements undertaken or to be undertaken on the Development Property, more particularly described on Exhibit C attached hereto; State means the State of Minnesota; Tax Increments means the tax increments derived from the Development Property which have been received by the HRA in accordance with the provisions of Minnesota Statutes, Section 469.177; Tax Increment Act means Minnesota Statutes, Sections 469.174 through 469.1794, as amended; Tax Increment District means Tax Increment Financing District No. 22 located within the Project Area, a description of which is set forth in the Tax Increment Financing Plan, which was qualified as a housing district under the Tax Increment Act; Tax Increment Financing Plan means the tax increment financing plan approved for the Tax Increment District by the HRA on October 3, 2017, and any future amendments thereto; Term means the period from the date October 3, 2017 through February l, 2045 unless this Agreement is terminated earlier pursuant to the terms hereof. Termination Date means February 1, 2045 unless this Agreement is terminated earlier pursuant to the terms hereof. TIF Note means the Tax Increment Revenue Note (TP Elevate, LLC Project) to be executed by the HRA and delivered to the Developer pursuant to Article III hereof, the form of which is attached hereto as Exhibit B; TIF Note Payment Date means August 1, 2020, and each February 1 and August 1 of each year thereafter to and including the date on which Developer has received a total principal amount of$7,700,000; provided, that if any such Note Payment Date should not be a Business Day, the Note Payment Date shall be the next succeeding Business Day; 8 TIF Revenue is the amount of the Tax Increments received by Developer in any given year; and Unavoidable Delays means delays, outside the control of the party claiming its occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Project, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion, directly results in delays, or acts of any federal, state or local governmental unit (other than the HRA) which directly result in delays. 9 ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1Representations and Warranties of the HRA. The HRA makes the following representations and warranties: (1) The HRA is political subdivision of the State of Minnesota and has the power to enter into this Agreement and carry out its obligations hereunder. (2) The Tax Increment District is a "housing district" within the meaning of Minnesota Statutes, Section 469.174, Subdivision 11, and was created, adopted and approved in accordance with the terms of the Tax Increment Act. (3) The development contemplated by this Agreement is in conformance with the development objectives set forth in the Redevelopment Plan. (4) To finance certain costs within the Tax Increment District, the HRA proposes, subject to the further provisions of this Agreement and the TIF Note, to apply Tax Increments to reimburse the Developer for acquisition of the Development Property and a portion of the costs of the construction of certain Site Improvements incurred in connection with the Project as further provided in this Agreement. (5) The HRA makes no representation or warranty, either expressed or implied, as to the Development Property or its condition or the soil conditions thereon, or that the Development Property shall be suitable for the Developer's purposes or needs. Section 2.2 Representations and Warranties of the Developer. The Developer makes the following representations and warranties: (1) The Developer is a Minnesota limited liability company and has the power and authority to enter into this Agreement and to perform its obligations hereunder, and doing so will not violate its articles of organization, member control agreement or operating agreement, or the laws of the State and by proper action has authorized the execution and delivery of this Agreement. (2) The Developer shall cause the Project to be constructed in accordance with the terms of this Agreement, the Redevelopment Plan, and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, energy conservation, building code and public health laws and regulations). (3) The construction of the Project would not be undertaken by the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided 10 for in this Agreement. (4) The Developer will use its best efforts to obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Project may be lawfully constructed. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (6) Intentionally omitted. (7) The Developer will use its best efforts in cooperating fully with the HRA with respect to any third-party litigation commenced with respect to the Project. (8) The Developer will cooperate fully with the HRA in resolution of any on-site traffic, parking, trash removal or public safety problems which may arise in connection with the construction and operation of the Project. (9) The Development Property will be acquired by Developer on or before December 31, 2017, and pending such acquisition, construction of the Project will be substantially completed by August 31, 2019, subject to Unavoidable Delays. (10) The Developer acknowledges that Tax Increment projections contained in the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it shall place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the Development Property and the construction of the Site Improvements as provided in Article III. (11) The Developer will not seek a reduction in the market value (as determined by the City Assessor) of the Project or other facilities, if any, that it constructs on the Development Property, pursuant to the provisions of this Agreement, for so long as the TIF Note remains outstanding. 11 ARTICLE III UNDERTAKINGS BY DEVELOPER AND HRA Section 3.1 Project, Site Improvements and Development Property. The parties agree that the acquisition of the Development Property and the installation of the Site Improvements is essential to the successful completion of the Project. The costs of the Development Property and the Site Improvements shall be paid by the Developer. The HRA shall reimburse the Developer for the lesser of $7,700,000 or the costs actually incurred and paid by the Developer for the acquisition of the Development Property and the construction of Site Improvements (the "Reimbursement Amount"), as further provided in Section 3.3 hereof. Section 3.2 Limitations on Undertaking of the HRA. Notwithstanding the provisions of Section 3.1, the HRA shall have no obligation to the Developer under this Agreement to reimburse the Developer for the costs identified in Section 3.1, if the HRA, at the time or times such payment is to be made, is entitled under Section 4.2 to exercise any of the remedies set forth therein as a result of an Event of Default which has not been cured. Section 3.3 Reimbursement: TIF Note. The HRA shall reimburse the payments made by the Developer under Section 3.1 for costs of the acquisition of the Development Property and the construction of Site Improvements through the issuance of the HRA's TIF Note in substantially the form attached to this Agreement as Exhibit B, subject to the following conditions: (1) The TIF Note shall be dated, issued and delivered when the Developer shall have demonstrated in writing to the reasonable satisfaction of the HRA that (i) the Developer has incurred and paid the costs of the acquisition of the Development Property and of the construction of Site Improvements in the amount of the Reimbursement Amount, as described in and limited by Section 3.1; and (ii) the Developer has submitted paid invoices for the costs of construction of the Site Improvements (to the HRA and to an escrow agent providing construction loan disbursing services for the Project (if any) and a settlement statement or other evidence of payment of the costs of the acquisition of the Development Property, which are collectively in an amount not less than the Reimbursement Amount. (2) The initial amount of the TIF Note shall be the Reimbursement Amount. The unpaid principal of the TIF Note shall bear simple non-compounding interest from the date of issuance of the TIF Note, at 4.10% per annum. Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30-day months. (3) The principal amount of the TIF Note and the interest thereon shall be payable solely from the Tax Increments. (4) On each TIF Note Payment Date and subject to the provisions of the TIF Note, the HRA shall pay, against the principal and interest outstanding on the TIF Note, any 12 Available Tax Increments received by the HRA during the preceding six (6) months. All such payments shall be applied first to accrued interest and then to reduce the principal of the TIF Note. (5) The TIF Note shall be a special and limited obligation of the HRA and not a general obligation of the HRA, and only Available Tax Increments shall be used to pay the principal and interest on the TIF Note. If, on any TIF Note Payment Date, the Available Tax Increments for the payment of the accrued and unpaid interest on the TIF Note are insufficient for such purposes, the difference shall be carried forward, without interest accruing thereon, and shall be paid if and to the extent that on a future TIF Note Payment Date there are Available Tax Increments in excess of the amounts needed to pay the accrued interest then due on the TIF Note. (6) The HRA's obligation to make payments on the TIF Note on any TIF Note Payment Date or any date thereafter shall be conditioned upon the requirements that: (A) there shall not at that time be an Event of Default that has occurred and is continuing under this Agreement beyond any applicable notice and cure period and (B) this Agreement shall not have been rescinded pursuant to Section 4.2. (7) The TIF Note shall be governed by and payable pursuant to the additional terms thereof, as set forth in Exhibit B. In the event of any conflict between the terms of the TIF Note and the terms of this Section 3.3, the terms of the TIF Note shall govern. The issuance of the TIF Note pursuant and subject to the terms of this Agreement, and the taking by the HRA of such additional actions as the HRA Attorney may require in connection therewith, are hereby authorized and approved by the HRA. Section 3.4 Compliance with Low and Moderate Income Requirements. (1) The HRA and the Developer understand and agree that the Tax Increment District will constitute a "housing district" under Section 469.174, Subd. 11 of the Tax Increment Act. Accordingly, in compliance with Section 469.1761, Subd. 3 of the Tax Increment Act, the Developer agrees that the Project must satisfy, or be treated as satisfying, the income requirements for a qualified residential rental project as defined in Section 142(d) of the Internal Revenue Code. The parties further agree that no more than 20% of the square footage of the Project may consist of commercial, retail, or other nonresidential uses. The parties further agree that, subject to the provisions of the Tax Increment Act and Section 142(d) of the Internal Revenue Code, the Developer shall not be obligated to extend any allowances to tenants for utilities or otherwise, and shall be permitted to charge and collect from tenants gross maximum rents. The Developer must meet the above requirements as follows: (A) At least 45 of the residential units in the Project must be occupied or available for occupancy by persons whose incomes do not exceed 50% of the County Area Median Income; and (B) The limits described in clause (A) must be satisfied through the Termination Date. Income for occupants of units described in clause (A) shall be 13 adjusted for family size in accordance with Section 142(d) of the Internal Revenue Code and related regulations. (C) The units described in clause (A) shall include a minimum of 17 one- bedroom units and 8 two-bedroom units. (D) For initial leasing of the units described in clause (A), Developer shall work with the HRA to market and attempt to pre-lease the units to people who live, work, or attend or have attended school in the City of Eden Prairie. Such requirement shall expire as to a unit when the unit is ready for occupancy if it has not been pre-leased to a person meeting at least one of these criteria. The HRA agrees to work with the City and Developer to identify guidelines and opportunities for marketing the property as described in this paragraph. (E) Borrower shall restrict rents in the Project for the Affordable Units to an amount not exceeding the Multifamily Rent and Income Limits published online by the Minnesota Housing Finance Agency as Table J, as the same may be updated from time- to-time. Attached hereto as Exhibit L is Table J as of the date of this Agreement. (2) The obligations of Section 3.4 (1) (A), (B), (C) and (E) shall not terminate and shall remain in full force and effect in the event of an Event of Default under Section 4.1 by the Developer, except the HRA agrees that the obligations of Section 3.4 (1) (A) - (E) shall be subordinate to any mortgage insured by HUD. (3) On or before each January 1 and July 1 during the period that the TIF Note is outstanding, commencing on July 1, 2020, the Developer or an agent of the Developer must deliver or cause to be delivered to the HRA a Compliance Certificate, in substantially the form shown on Exhibit D attached hereto, executed by the Developer covering the preceding six (6) months together with written evidence satisfactory to the HRA of compliance with the covenants in Section 3.4 (1) (A), (B), (C), (D) and (E). This evidence must include a statement of the household income of each of qualifying renter, a written determination that each qualifying renter's household income falls within the qualifying limits of this Section (and Section 142(d) of the Internal Revenue Code), and certification that the income documentation is correct and accurate (and that the determination of qualification was made in compliance with Section 142(d) of the Internal Revenue Code). The HRA may review, upon request, all documentation supporting the Developer submissions and statements. In determining compliance with this Section, the Developer must use the County median incomes for the year in which the payment is due on the TIF Note, as promulgated by the Minnesota Housing Finance Agency based on the area median incomes established by the United States Department of Housing and Urban Development (the "County Area Median Income"). (4) On or before each January 1 during the period that the TIF Note is outstanding, commencing on January 1, 2020, the Developer or an agent of the Developer must deliver or cause to be delivered to the HRA a Rent Roll Certificate ("Rent Roll"), in substantially the form shown on Exhibit M attached hereto, executed by the Developer covering the 14 preceding twelve (12) months together with a written certificate reasonably satisfactory to the HRA that Developer is in compliance with the covenants in Section 3.4 (1) (A), (B), (C), (D) and (E). The Rent Roll shall set forth (i) the rent for each Affordable Unit and (ii) for each Affordable Unit, the rent for a comparable market rate unit. The HRA will review the Rent Roll and will approve any proposed Rent Roll, provided such rents are not in excess of the rent limits in this Section 3.4. Any Rent Roll submitted by the Developer will be considered approved unless disapproved by the HRA within sixty (60) days after submission. The HRA shall provide written reasons if any Rent Roll is disapproved. The Developer shall have sixty (60) days following receipt of any notice of disapproval to cure any objections the HRA has made in its notice of disapproval and to submit a revised Rent Roll to the HRA for review and approval as provided in this Section. The Developer's failure to obtain the HRA's approval of a revised Rent Roll during such sixty (60) day cure period shall constitute a default by Developer. Section 3.5 Loan of Pooled TIF: The HRA agrees to make a loan to the Developer in the original principal amount of Five Hundred Thousand and no/100 Dollars ($500,000) from the pooled TIF fund maintained by the HRA, which the Developer shall use to pay Site Improvement costs (the "Pooled TIF Loan"). The Pooled TIF Loan shall bear simple interest at the rate of 1% per annum. The interest and principal shall be paid on the earlier of(a) the end of the term of the HUD Mortgage (40 years) or (b) a sale, refinancing, or exchange of the Project by the Developer, at which time all principal plus accrued interest shall be paid in a lump sum. The Pooled TIF Loan shall be evidenced by a promissory note to be executed and delivered by the Developer to the HRA in the form attached as Exhibit E (the "Pooled TIF Note") and shall be secured by a mortgage on the Project in the form attached as Exhibit F (the "Pooled TIF Mortgage") that will be subordinate to the Mortgage Note, and the Hennepin TOD Loan. Section 3.6 Park Dedication Fees: The Developer, in consideration of the issuance of the TIF Note and the Pooled TIF Loan by the HRA and the City's approval of a Comprehensive Guide Plan Amendment, rezoning of the Development Property to TOD-R and PUD waivers, agrees to make payments of park dedication fees in the amount of Eight Hundred Seventy Two Thousand Seven Hundred Dollars ($872,700.00) (the "Park Dedication Fees"). The amount of said payment is determined as follows: The total amount of park dedication fees payable on account of the 222 housing units is One Million Two Hundred Twenty One Thousand and no/100 Dollars ($1,221,000.00). The HRA has agreed to a total credit of Three Hundred Forty Eight Thousand Three Hundred and no/100 Dollars ($348,300) against said amount, being comprised of Two Hundred Forty Seven Thousand Five Hundred and no/100 Dollars ($247,500.00) for the 45 affordable housing units being provided by Developer and One Hundred Thousand Eight Hundred and no/100 Dollars ($100,800.00) as a credit for off-site plaza improvements to be made by the Developer. No interest will accrue on any unpaid portion of the Park Dedication Fees. Payment of Park Dedication Fees shall be made and secured as follows: (A) The Developer shall make annual payments, on April 1 of each calendar year, of 37.5% of the Available Cash in excess of 10% Cash-on-Cash Return to the HRA starting when the ratio of(x) Available Cash from the operation of the Project 15 for the prior calendar year, to (y) the total amount of Developer's Equity in the Project exceeds 10%. To determine Developer's Equity in the Project, Developer shall cause to be delivered to the HRA thirty (30) days prior to each first annual payment for every calendar year until the Park Dedication Fees are paid in full, a statement by a certified public account certifying the Developer's Equity in the Project for the preceding calendar year. (B) The entire principal balance of the Park Dedication Fees shall be payable on the earlier of(a) the end of the HUD Mortgage term (40 years), (b) a sale, exchange or refinance of the Project by the Developer. (C) The Park Dedication Fee obligation shall be evidenced by a promissory note to be executed and delivered by the Developer to the HRA in the form attached as Exhibit G (the "Park Dedication Note") and shall be secured by a mortgage on the Project in the form attached as Exhibit H (the "Park Dedication Mortgage") that will be subordinate to the Mortgage Note, the Hennepin County Loans, and the Met Council Loan. (D) Failure to pay the Park Dedication Fees as required herein shall also entitle the HRA as an additional remedy to (C) above to withhold all further payments on the TIF Note until the unpaid amount of Park Fees in arears is fully paid. Section 3.7 Assessment Agreement: The Assessment Agreement shall be executed by the Owner, in form attached hereto as Exhibit I, and the HRA as of the date hereof, and the Owner shall cause the Assessment Agreement and an executed Assessor's Certificate, in the form attached thereto, to be recorded against the Development Property. 16 ARTICLE IV EVENTS OF DEFAULT Section 4.1 Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean whenever it is used in this Agreement any one or more of the following events: (1) Failure by the Developer to timely pay any ad valorem real property taxes assessed and special assessments or other HRA charges with respect to the Development Property. Failure by the Developer to cause the construction of the Project to be completed pursuant to the terms, conditions and limitations of this Agreement. (2) Failure of the Developer to observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement including failure to provide the Affordable Units. (3) The holder of any mortgage on the Development Property or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of any default under the applicable mortgage documents. (4) If the Developer shall: (A) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or (B) make an assignment for the benefit of its creditors: or (C) admit in writing its inability to pay its debts generally as they become due; or (D) be adjudicated as bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Developer as bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be discharged or denied within sixty(60) days after the filing thereof; or a receiver, liquidator or trustee of the Developer, or of the Project, or part thereof, shall be appointed in any proceeding brought against the Developer, and shall not be discharged within sixty (60) days after such appointment, or if the Developer, shall consent to or acquiesce in such appointment. Section 4.2 Remedies on Default. Whenever any Event of Default referred to in Section 4.1 occurs and is continuing, the HRA, as specified below, may take any one or more of the following actions after the giving of sixty (60) days' written notice to the 17 Developer, but only if the Event of Default has not been cured within said thirty (30) days provided however, the notice required for the action (3) below shall be five (5) business days' written notice to the Developer. (1) Subject to providing notice as specified above, notwithstanding any provision to the contrary other than the HUD provisions set forth in Section 6 of this Agreement, and in addition to any other remedy, this Agreement may be terminated by the HRA, in the event of a failure by Developer to provide the Affordable Units in accordance with the terms of this Agreement. Upon termination pursuant to this paragraph, the Developer shall pay to the HRA the present value of an amount equal to the following (such amount, the "TIF Excess"): the amount of the Tax Increments actually received by Developer to the date of the termination, less the amount of the Developer Rent Subsidy provided. For purposes of this paragraph, "Developer Rent Subsidy" shall be defined as the amount by which the aggregate rent collected for the Affordable Units is less than would have been collected if such Affordable Units were rented at rates equal to the average rent of the same unit types (e.g. studio, one-bedroom, two-bedroom), measured annually at the end of each calendar year. By way of example only, if a one-bedroom apartment that was an Affordable Unit was rented for an entire calendar year at a rate of$1,000 per month, and the average rent collected for all other one-bedroom units at the Project (other than those that are Affordable Units) for such calendar year was $1,100 per month, the Developer Rent Subsidy for that Affordable Unit for the applicable calendar year will be $1,200.00. Any payment required hereunder shall be made promptly following receipt by Developer of a written demand by the HRA. For purposes of determining the present value of the TIF Excess, a rate of return of 4.1% per annum shall be used, accruing from the end of the calendar year for which the TIF Excess is calculated. (2) The HRA may suspend its performance under this Agreement and the TIF Note until it receives assurances from the Developer, deemed adequate by the HRA, that the Developer will cure its default and continue its performance under this Agreement. (3) Notwithstanding any other remedy provided for herein, upon a default in submitting the Compliance Certificate required by Section 3.4(3) that has not been cured within five (5) business days of notice specified above the HRA may suspend its performance under this Agreement and the TIF Note until the Compliance Certificate is filed and is in compliance with the requirements of Section 3.4(3). (4) The HRA may cancel and rescind the Agreement and the TIF Note. (5) The HRA may take any action, including legal or administrative action, in law or equity, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement. Notwithstanding an Event of Default, if the HRA does not cancel and rescind the Agreement and the TIF Note, the obligations under Section 3.4 remain in full force and effect. Section 4.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the HRA is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given 18 under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 4.4 No Implied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 4.5 Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of Default occurs and the HRA shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of the Developer herein contained, the Developer agrees that it shall, on demand therefor, pay to the HRA the reasonable fees of such attorneys and such other expenses so incurred by the HRA. Section 4.6 Indemnification of HRA. (1) The Developer releases from and covenants and agrees that the HRA and its governing body members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section, collectively the "Indemnified Parties") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Project, provided that the foregoing indemnification shall not be effective for any actions of the Indemnified Parties that are not contemplated by this Agreement. (2) Except for any willful misrepresentation or any negligent, willful or wanton misconduct of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of the Developer (or other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the HRA in this Agreement or to any actions undertaken by the HRA which are not contemplated by this Agreement but shall, in any event and without regard to any fault on the part of the HRA, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or penalty is paid by the HRA at a rate equal to the Prime Rate) as a result of the Developer operating the Project so that the Tax Increment District does not qualify or ceases to qualify as a "housing district" under Section 469.174, Subdivision 11, of the Act or to violate limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4d. (3) All covenants, stipulations, promises, agreements and obligations of the HRA 19 contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the HRA and not of any governing body member, officer, agent, servant or employee of the HRA. 20 ARTICLE V HRA DEFAULT AND DEVELOPER'S REMEDIES Section 5.1 The Developer's Option to Terminate. This Agreement may be terminated by the Developer, if(i) the Developer is in compliance with all material terms of this Agreement and no Event of Default has occurred; and (ii) the HRA fails to comply with any material term of this Agreement, and, after written notice by the Developer of such failure, the HRA has failed to cure such noncompliance within ninety (90) days of receipt of such notice, or, if such noncompliance cannot reasonably be cured by the HRA within ninety (90) days, of receipt of such notice, the HRA has not provided assurances, reasonably satisfactory to the Developer, that such noncompliance will be cured as soon as reasonably possible. Section 5.2 Action to Terminate. Termination of this Agreement pursuant to Section 5.1 must be accomplished by written notification by the Developer to the HRA within sixty (60) days after the date when such option to terminate may first be exercised. A failure by the Developer to terminate this Agreement within such period constitutes a waiver by the Developer of its rights to terminate this Agreement due to such occurrence or event. Section 5.3 Effect of Termination. If this Agreement is terminated pursuant to this Article V, this Agreement shall be from such date forward null and void and of no further effect; provided, however, the termination of this Agreement shall not affect the rights of either party to institute any action, claim or demand for damages suffered as a result of breach or default of the terms of this Agreement by the other party, or to recover amounts which had accrued and become due and payable as of the date of such termination. Upon termination of this Agreement pursuant to this Article V, the Developer shall be free to proceed with the Project at its own expense and without regard to the provisions of this Agreement; provided, however, that the HRA shall have no further obligations to the Developer with respect to reimbursement of the expenses set forth in Section 3.2. Section 5.4 HRA Covenant to Comply. The HRA covenants that it will comply with all payment obligations required of it hereunder and that it will take no action that will directly or indirectly impair its ability to repay the TIF Note or otherwise frustrate the purposes of the Tax Increment Financing Plan. Developer may enforce this provision in an action seeking declaratory relief, specific performance or injunctive relief but not an action for damages. 21 ARTICLE VI HUD PROVISIONS TO AGREEMENT 6. HUD Provisions.All of the provisions of this Agreement are subject to the following restrictions imposed by reason of the insurance of the first mortgage loan on the Project by HUD. Section 6.1 Conflict. In the event of any conflict between any provision contained elsewhere in this Agreement and any provision contained in this Article VI, the provision contained in this Amendment shall govern and be controlling in all respects as set forth more fully herein. Section 6.2 Definitions.The following terms shall have the following definitions: "Code" means the Internal Revenue Code of 1986, as amended. "HUD Regulatory Agreement" means the Regulatory Agreement between Developer and HUD with respect to the Project, as the same may be supplemented, amended or modified from time to time. "Mortgage Loan"means the mortgage loan made by Lender to the Developer pursuant to the Mortgage Loan Documents with respect to the Project. "Mortgage Loan Documents"means the Security Instrument, the HUD Regulatory Agreement and all other documents required by HUD or Lender in connection with the Mortgage Loan. "National Housing Act" means the National Housing Act of 1934, as amended. "Program Obligations"has the meaning set forth in the Security Instrument. "Project"means the Development Property and Improvements. "Residual Receipts"has the meaning specified in the HUD Regulatory Agreement. "Restrictive Covenants"means the covenants set forth in Section 3 of this Agreement. "Security Instrument"means the mortgage or deed of trust from Developer in favor of Lender, as the same may be supplemented, amended or modified. "Surplus Cash"has the meaning specified in the HUD Regulatory Agreement. Section 6.3 Notwithstanding anything in this Agreement to the contrary, to the extent applicable, the provisions hereof are expressly subordinate to (i) the Mortgage Loan Documents, including without limitation, the Security Instrument, and(ii) Program Obligations (the Mortgage Loan Documents and Program Obligations are collectively referred to herein as the"HUD Requirements"). Developer covenants that it will not take or permit any action that would result in a violation of the Code, HUD Requirements or Restrictive Covenants. In the event of any conflict between the provisions of the Restrictive Covenants and the provisions of the HUD Requirements, 22 HUD shall be and remains entitled to enforce the HUD Requirements. Notwithstanding the foregoing, nothing herein limits the HRA's ability to enforce the terms of the Restrictive Covenants, provided such terms do not conflict with statutory provisions of the National Housing Act or the regulations related thereto. Developer represents and warrants that to the best of Developer's knowledge the Restrictive Covenants impose no terms or requirements that conflict with the National Housing Act and related regulations. Section 6.4 In the event of foreclosure (or deed in lieu of foreclosure), the Restrictive Covenants (including without limitation, any and all land use covenants and/or restrictions contained herein) shall automatically terminate. Section 6.5 Developer and the HRA acknowledge that Developer's failure to comply with the covenants provided in the Restrictive Covenants does not and shall not serve as a basis for default under the HUD Requirements,unless a default also arises under the HUD Requirements. Section 6.6 Except for the HRA's reporting requirement, in enforcing the Restrictive Covenants the HRA will not file any claim against the Project, the Mortgage Loan proceeds, any reserve or deposit required by HUD in connection with the Security Instrument or HUD Regulatory Agreement, or the rents or other income from the property other than a claim against: i. Available surplus cash, if the Developer is a for-profit entity; ii. Available distributions of surplus cash and residual receipts authorized for release by HUD, if the Developer is a limited distribution entity; iii. Available residual receipts authorized by HUD, if the Developer is a non-profit entity; or iv. A HUD-approved collateral assignment of any HAP contract. Section 6.7 For so long as the Mortgage Loan is outstanding, Developer and the HRA shall not further amend the Restrictive Covenants, with the exception of clerical errors or administrative correction of non-substantive matters, without HUD's prior written consent. Section 6.8 Subject to the HUD Regulatory Agreement, the HRA may require the Developer to indemnify and hold the HRA harmless from all loss, cost, damage and expense arising from any claim or proceeding instituted against the HRA relating to the subordination and covenants set forth in the Restrictive Covenants, provided, however, that Developer's obligation to indemnify and hold the HRA harmless shall be limited to available surplus cash and/or residual receipts of the Developer. Section 6.9 So long as there is a mortgage federally insured by HUD on the Project or there is a mortgage held directly by HUD on the Project, payments of the Pooled TIF Loan and Park Dedication Fees shall be payable only from surplus cash (or residual receipts) of the Project, as the term "surplus cash" (or "residual receipts") is defined, and in accordance with the conditions prescribed in the Regulatory Agreement dated as of , 2017, between HUD and the Developer. The restriction on payment imposed by this paragraph shall not excuse any default caused by the failure of the Developer to pay the indebtedness evidenced by the Pooled TIF Note or the Park Dedication Note. 23 Section 6.10 So long as there is a mortgage federally insured by HUD on the Project or there is a mortgage held directly by HUD on the Project, the term on the Pooled TIF Note and the Park Dedication Note, as applicable, shall be extended if (i) the Pooled TIF Note or Park Dedication Note matures, there is no surplus cash or residual receipts available for the repayment of the Pooled TIF Note or Park Dedication Note, as applicable, and the first mortgage has not been retired in full, or (ii) HUD grants a deferment of the amortization, or a forbearance, of the mortgage note executed by the Developer in favor of Lender (the "Mortgage Note") that results in an extended maturity of the first mortgage. Section 6.11 The Pooled TIF Note and the Park Dedication Note automatically will terminate and will be deemed satisfied if HUD acquires title to the Project by foreclosure or a deed in lieu of foreclosure. Section 6.12 The HRA shall not foreclose on the Pooled TIF Mortgage or the Park Dedication Mortgage without the prior written approval of HUD if there is a mortgage federally insured by HUD on the Project or there is a mortgage held directly by HUD on the Project. Section 6.13 Nothing in this Agreement is intended to alter or to conflict with the terms, conditions, and provisions of the HUD regulations, handbooks, administrative requirements, and lender notices in effect at the time of endorsement of the Mortgage Note or the documents required to be executed by the Developer in connection with the endorsement of the Mortgage Note, and, to the extent that they do so, the aforesaid regulations, handbooks, administrative requirements, lender notices, and documents shall control, and this document shall be amended so as not to alter or to conflict with the aforesaid regulations, handbooks, administrative requirements, lender notices, and documents. This provision shall terminate and be void upon termination of the HUD insurance of the Mortgage Note so long as HUD does not directly hold a mortgage on the Project at such time. Section 6.14 So long as there is a mortgage federally insured by HUD on the Project or there is a mortgage held directly by HUD on the Project, (i) this Agreement may not be amended without the prior written consent of HUD and or any successor holder of the first mortgage on the Project, and (ii) it may not be sold, transferred, assigned, or pledged without the prior written approval of HUD. Section 6.15 Prepayments by Developer of the Pooled TIF Note or any other debt evidenced by this Agreement, may be made only with the prior written consent of the HUD so long as there is a mortgage federally insured by HUD on the Project or there is a mortgage held directly by HUD on the Project, and any unauthorized prepayments shall be held in trust for the Project and, upon HUD's request, shall be deposited with HUD or its designee. Section 6.16 HUD Approval of Waiver. Notwithstanding the provisions of Section 6.4 in the event of foreclosure (or deed in lieu of foreclosure), the Restrictive Covenants (including without limitation, any and all land use covenants and/or restrictions contained herein) shall not terminate IF prior to HUD acquiring title by foreclosure or deed in lieu of foreclosure HUD has issued in writing a waiver from this provision. 24 Section 6.17 Notwithstanding the provisions of Section 6.11 the Pooled TIF Note and the Park Dedication Note will not terminate and will not be deemed satisfied upon HUD acquiring title to the Project by foreclosure or a deed in lieu of foreclosure IF prior to acquiring title HUD has issued in writing a waiver from this provision. Section 6.18 Developer shall submit to HUD a request for the HUD waivers referred to in Section 6.17 and 6.18 with the Developer's request for HUD approval of the project and its financing. Developer shall submit to the HRA for its approval to the form and content of the proposed request to the HUD no less than seven(7) days prior to submission to the HUD. 25 ARTICLE VII ADDITIONAL PROVISIONS Section 7.1Restrictions on Use. The Developer agrees for itself, its successors and assigns and every successor in interest to the Development Property, or any part thereof, that during the term of this Agreement the Developer and such successors and assigns shall operate, or cause to be operated, the Project as a multifamily rental housing and commercial retail facility (subject to the limitations set forth elsewhere in this Agreement) and shall devote the Development Property to, and in accordance with, the uses specified in this Agreement. Section 7.2 Conflicts of Interest. No member of the governing body or other official of the HRA shall have any financial interest, direct or indirect, in this Agreement, the Development Property or the Project, or any contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such member of the governing body or other official participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. No member, official or employee of the HRA shall be personally liable to the HRA in the event of any default or breach by the Developer or its successor of any obligations under the terms of this Agreement. Section 7.3 Titles of Articles and Sections. Any titles of the several parts, articles and sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 7.4 Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to any other shall be sufficiently given or delivered if it is (i) dispatched by registered or certified mail, postage prepaid, return receipt requested, (ii) deposited for overnight delivery with a recognizable courier service, (iii) deposited for same-day delivery with a recognizable courier service, (iv) delivered by email delivery, or (v) delivered personally, in any event, addressed or delivered to the addresses set forth below, and (1) in the case of the Developer is addressed to or delivered personally to: TP Elevate, LLC Attention: Ryan Sailer, Vice President 8000 Norman Center Drive, Suite 830 Bloomington, MN 55437 Email: rsailer@timberlandpartners.com (2) in the case of the HRA is addressed to or delivered personally to the HRA at: Housing and Redevelopment Authority in and for the City of Eden Prairie, Attention: 26 Eden Prairie City Hall 8080 Mitchell Road Eden Prairie, MN 55344-4485 with a copy to: Gregerson, Rosow, Johnson &Nilan, LTD. Attention: Richard Rosow 100 Washington Ave. S. Suite 1550 Minneapolis, MN 55401 or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section. Notices shall be deemed given three (3) business days following deposit, in the case of method (i) above, one (1) business day following deposit, in the case of method (ii) above, and on the date of delivery, in the case of methods (iii) through (v) above. Section 7.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 7.6 Law Governing. This Agreement will be governed and construed in accordance with the laws of the State. Section 7.7 Expiration. This Agreement shall expire on the earlier of(i) February 1, 2045, (ii) the date the TIF Note is paid in full or (iii) the date this Agreement is terminated or rescinded in accordance with its terms. Section 7.8 Provisions Surviving Rescission or Expiration. Sections 4.5 and 4.6 shall survive any rescission, termination or expiration of this Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof. Section 7.9 Assignability of Agreement. This Agreement may be assigned only with the consent of the HRA which consent shall not be unreasonably withheld, delayed or conditioned. The TIF Note may only be assigned pursuant to the terms of the TIF Note. Section 7.10. Subordination. The HRA agrees this Agreement is subordinate to any Mortgage insured by HUD that encumbers any portion of the Development Property. Section 7.11 Notice of Default to Lender. In the event that the HRA sends a notice to Developer pursuant to Article IV of this Agreement, the HRA shall concurrently send a copy of such notice to JLL at Jones Lang LaSalle Multifamily, LLC, ATTN: Ken Dayton, 2177 Youngman Avenue, Suite 100, St. Paul„ MN 55116. In addition, Developer shall provide a copy of such notice to JLL the next business day after receipt from the HRA. If neither the HRA nor Developer delivers a notice of any default to JLL as provided herein, JLL's applicable cure 27 period shall begin on the date on which notice of an Event of Default is delivered to JLL by either the HRA or Developer. JLL shall have thirty(30) days from receipt of a notice of default to remedy or cure said default or Event of Default; provided, however, that JLL shall not be required to cure the same but rather shall, in its sole discretion, have the option to do so. Section 7.12. Lender and HUD Not Liable. Notwithstanding anything set forth in this Agreement to the contrary, in the event Lender or HUD acquires title to the Property through foreclosure or deed in lieu thereof, prior to completion of the improvements required herein, Lender and HUD shall have no liability for performance of Developer's obligations under this Agreement, including, without limitation, the indemnification provisions hereof. 28 IN WITNESS WHEREOF, the HRA has caused this Agreement to be duly executed in its name and on its behalf and the Developer has caused this Agreement to be duly executed in its name and on its behalf, on or as of the date first above written. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA By Its Chair By Its Executive Director This is a signature page to the Development Agreement by and between the HRA of Eden Prairie and TP Elevate, LLC. STATE OF MINNESOTA) ) SS. COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of , 2017, by Nancy Tyra-Lukens, the Chair of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a political subdivision under the law of the State of Minnesota, on behalf of the Authority. Notary Public STATE OF MINNESOTA) ) SS. COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of , 2017, by Rick Getschow, the Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a political subdivision under the law of the State of Minnesota, on behalf of the Authority. Notary Public 29 TP Elevate, LLC, a Minnesota limited liability company By: Its Manager This is a signature page to the Development Agreement by and between the HRA of Eden Prairie and TP Elevate, LLC. STATE OF MINNESOTA) ) ss COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of , 2017, by , the Chief Manager, of TP Elevate, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public 30 EXHIBIT A DESCRIPTION OF DEVELOPMENT PROPERTY Parcel Identification Number Address 31 EXHIBIT B FORM OF TAX INCREMENT NOTE No.R-1 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE TAX INCREMENT REVENUE NOTE OF 2017 TAX INCREMENT FINANCING DISTRICT#22 WITHIN REDEVELOPMENT PROJECT AREA NO. 5 PRINCIPAL AMOUNT: $7,700,000.00 INTEREST RATE: 4.10% The Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota (the "HRA") hereby acknowledges itself to be indebted and, for value received, promises to pay to the order of TP Elevate, LLC, a Minnesota limited liability company (the "Owner"), or its permitted assigns (as such term is defined herein), solely from the source, to the extent and in the manner hereinafter provided, the principal amount of this Note, being Seven Million Seven Hundred Thousand and no/100 Dollars ($7,700,000.00) (the "Principal Amount"), commencing on August 1, 2020 and continuing on each August 1 and February 1 thereafter up to and including February 1, 2045 (the "Scheduled Payment Dates"). Simple interest at the rate of 4.10 percent per annum shall accrue from the date of this Note on the Principal Amount and shall be paid together with the Principal Amount on each February 1 and August 1. From and after August 1, 2018, all payments made by the HRA shall be applied first to accrued interest and then to the Principal Amount of this TIF Note. This Tax Increment Revenue Note of 2017 ("TIF Note") is issued pursuant, and subject, to the terms and provisions of that certain Tax Increment Development Agreement, dated as of September 19, 2017, as the same may be amended from time to time (the "TIF Development Agreement"), by and between the HRA and Owner. Provided that the Owner has submitted evidence (pursuant to Section 3.3 of the TIF Development Agreement) to the HRA that costs of Owner's Site Improvement Costs (as defined in the TIF Development Agreement) have been incurred and paid by the Owner as provided in the TIF Development Agreement, the principal and interest amounts due under this TIF Note (the "TIF Note Payment Amounts") will be payable on August 1, 2020, and on each February 1 and August 1 thereafter to and including the earlier of the date on which total principal payments equal $7,700,000.00 or February 1, 2045, or, if the first should not be a Business Day(as defined in the TIF Development Agreement) the next succeeding Business Day (the "Note Payment Dates"). On each Note Payment Date the HRA will pay, by check or draft mailed to the person that was the Registered Owner of this TIF Note at the close of the last Business Day preceding such Note Payment Date, the Available Tax Increments (as defined in the TIF Development Agreement) received by the HRA from the Tax Increment District (as hereinafter defined) since the preceding Note Payment Date or, in the case of the first Note Payment Date, prior to such first Note Payment Date, as provided in the TIF Development Agreement. All payments shall be first applied to interest accrued on the TIF Note and then to the unpaid principal of the TIF Note. The HRA shall not be required to make any payments on the Note subsequent to the date on which total principal payments equal $7,700,000.00 or February 1, 2045, whichever is earlier, and any balance of principal and interest remaining unpaid subsequent thereto shall be deemed forgiven by the Owner. In no event shall the total principal paid under this Note exceed the amount of$7,700,000.00. TIF Note shall bear simple non-compounding interest from the date of issuance of the TIF Note, at 4.10% per annum. Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30-day months. The TIF Note Payment Amounts due hereon shall be payable solely from the Available Tax Increments. This TIF Note shall terminate and be of no further force and effect following the last Note Payment Date, or any date upon which the HRA shall have cancelled and rescinded the TIF Development Agreement pursuant to Section 4.2 thereof, or on the date that all principal and interest has been paid in full, whichever occurs earliest. The HRA makes no representation or covenant, express or implied, that the Available Tax Increments will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder. The HRA's payment obligations hereunder shall be further conditioned on the fact that no Event of Default under the TIF Development Agreement (and the passing of any applicable cure periods) has occurred and is continuing at the time payment is otherwise due hereunder, but such unpaid amounts shall become payable if said Event of Default is thereafter cured; and, further, if pursuant to the occurrence of an Event of Default under the TIF Development Agreement the HRA elects to cancel and rescind the TIF Development Agreement, the HRA shall have no further debt or obligation under this TIF Note whatsoever. Reference is hereby made to all of the provisions of the TIF Development Agreement, including without limitation Section 3.3 thereof, for a fuller statement of the rights and obligations of the HRA to pay the principal of and interest on this TIF Note, and said provisions are hereby incorporated into this TIF Note as though set out in full herein; provided, if there is any conflict between the terms of the TIF Development Agreement and the terms of this TIF Note, the terms of this TIF Note shall be controlling. This TIF Note is a special, limited revenue obligation and not a general obligation of the HRA and is payable by the HRA only from the sources and subject to the qualifications stated or referenced herein. This Note is not a general obligation of the Housing and Redevelopment HRA in and for the City of Eden Prairie, Minnesota, and neither the full faith and credit nor the taxing powers of the City are pledged to the payment of the principal of and interest on this TIF Note and no property or other asset of the HRA, save and except the above-referenced Available Tax Increments, is or shall be a source of payment of the HRA's obligations hereunder. This TIF Note is issued by the HRA in aid of financing a project pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 through 469.1799. This TIF Note may be assigned only with the consent of the HRA, which consent must not be unreasonably withheld or delayed. In order to assign the TIF Note, the assignee shall surrender the same to the HRA either in exchange for a new fully registered note or for transfer of this TIF Note on the registration records for the TIF Note maintained by the HRA. Each permitted assignee shall take this TIF Note subject to the foregoing conditions and subject to all provisions stated or referenced herein. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this TIF Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this TIF Note, together with all other indebtedness of the HRA outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the HRA to exceed any constitutional or statutory limitation thereon. IN WITNESS WHEREOF, the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, by its Board of Commissioners, has caused this TIF Note to be executed by the manual signatures of its Chair and Executive Director and has caused this Note to be issued on and dated as of , 2019. Executive Director Chair DO NOT EXECUTE UNTIL THE CONSTRUCTION OR THE IMPROVEMENTS HAVE BEEN COMPLETED AND PAID INVOICES FOR LAND ACQUISITION AND SITE IMPROVEMENTS ARE GIVEN TO THE HRA—REFER TO SECTION 3.3(1). CERTIFICATION OF REGISTRATION It is hereby certified that the foregoing Note, as originally issued on , 2017, was on said date registered in the name of TP Elevate, LLC, a Minnesota limited liability company, and that, at the request of the Registered Owner of this TIF Note, the undersigned has this day registered the TIF Note in the name of such Registered owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. NAME AND ADDRESS OF DATE OF SIGNATURE OF REGISTERED OWNER REGISTRATION SECRETARY TP Elevate, LLC , 201 CERTIFICATION OF REGISTRATION It is hereby certified that the foregoing Note was registered in the name of TP Elevate, LLC and that, at the request of the Registered Owner of this Note, the undersigned has this day registered the Note in the name of such Registered Owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. NAME AND ADDRESS OF DATE OF SIGNATURE OF REGISTERED OWNER REGISTRATION INTERIM ADMINISTRATOR TP Elevate, LLC c/o Timberland Partners, Inc. 8000 Norman Center Drive Suite 830 Minneapolis, MN 55437 EXHIBIT C SITE IMPROVEMENTS EXHIBIT D COMPLIANCE CERTIFICATE The undersigned TP Elevate, LLC, does hereby certify that as of the date of this Certificate not less than 20% of the residential units in the TP Elevate, LLC, project located at , Technology Drive in Eden Prairie, Minnesota (the "Project") are occupied by individuals whose income is 50% or less of the Hennepin County median income. Dated this day of , 20 . TP ELEVATE, LLC, a Minnesota limited liability company Its Manager [Attach income verification required by Section 3.4] EXHIBIT E FORM OF POOLED TIF NOTE TIF REPAYMENT PROMISSORY NOTE (TP ELEVATE, LLC) Date: FOR VALUE RECEIVED, TP Elevate, LLC, a Minnesota limited liability company (herein called the "Borrower") promises to pay to the order of the Housing and Redevelopment Authority in and for City of Eden Prairie, a public body corporate and politic under the laws of the State of Minnesota (herein called the "Lender"), or its assigns the sum of Five Hundred Thousand and no/100 Dollars ($500,000) received by Developer from the HRA's pooled TIF fund (the "Pooled TIF Loan") which the Developer shall use to pay Site Improvement Costs at the Project (as each term is defined in that certain that certain Tax Increment Development Agreement, dated as of September 19, 2017, as the same may be amended from time to time [the "TIF Development Agreement"], by and between the Borrower and Lender). This Note shall bear simple interest at the rate of 1% per annum until the principal amount is paid in full. The interest and principal shall be paid on the earlier of(a) , 2054 or (b) a sale or exchange of the Project by the Borrower, at which time all principal plus accrued interest shall be paid in a lump sum. The Lender is providing this Pooled TIF Loan to the Borrower to enable the Borrower to acquire and improve certain real property located on Technology Drive within the City of Eden Prairie. So long as there is a mortgage federally insured by the United States Department of Housing and Urban Development ("HUD") on the Project or there is a mortgage held directly by HUD on the Project, payments on the Pooled TIF Loan due under this Note shall be payable only from seventy-five percent (75%) of surplus cash (or residual receipts) of the Project, as the term "surplus cash" (or "residual receipts") is defined, and in accordance with the conditions prescribed, in the Regulatory Agreement dated as of _, 2017, between HUD and the Borrower. The restriction on payment imposed by this paragraph shall not excuse any default caused by the failure of the Borrower to pay the indebtedness evidenced by this Note. So long as there is a mortgage federally insured by HUD on the Project or there is a mortgage held directly by HUD on the Project, the term of this Note shall be extended if (i) this Note matures, there is no surplus cash or residual receipts available for its repayment, and the first mortgage has not been retired in full, or (ii) HUD grants a deferment of the amortization, or a forbearance, of the mortgage note executed by the Borrower in favor of Jones Lang LaSalle Multifamily, LLC, a Delaware limited liability company (the "JLL Mortgage Note") that result in an extended maturity of the first mortgage. This Note automatically will terminate and will be deemed satisfied if HUD acquires title to the Project by a deed in lieu of foreclosure. Nothing in this Note is intended to alter or to conflict with the terms, conditions, and provisions of the HUD regulations, handbooks, administrative requirements, and lender notices in effect at the time of endorsement of the JLL Mortgage Note, and, to the extent that they do so, the aforesaid regulations, handbooks, administrative requirements, lender notices and documents shall control, and this document shall be amended so as not to alter or to conflict with the aforesaid regulations, handbooks, administrative requirements, lender notices, and documents. This provision shall terminate and be void upon termination of the HUD insurance of the JLL Mortgage Note so long as HUD does not directly hold a mortgage on the Project at such time. So long as there is a mortgage federally insured by HUD on the Project or there is a mortgage held directly by HUD on the Project, (i) this Note may not be amended without the prior written consent of HUD and of Jones Lang LaSalle Multifamily, LLC or any successor holder of the first mortgage on the Project, and (ii) it may not be sold, transferred, assigned, or pledged without the prior written approval of HUD. The debt evidenced by this Note may be prepaid in whole or in part at any time prior to the final maturity date of this Note. Prepayments may be made only with the prior written consent of the HUD so long as there is a mortgage federally insured by HUD on the Project or there is a mortgage held directly by HUD on the Project, and any unauthorized prepayments shall be held in trust for the Project and, upon HUD's request, shall be deposited with HUD or its designee. Demand, protest, and notice of demand and protest are hereby waived, and the undersigned hereby waives, to the extent authorized by law, any and all homestead and other exemption rights which otherwise would apply to the debt evidenced by this Note. The Borrower promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, paid or incurred by the Lender on account of such collection. This Note shall be governed and construed in accordance with the laws of the State of Minnesota. Neither Borrower nor any member, partner, shareholder, employee, officer or agent of Borrower shall have any personal liability for the Borrower's obligations hereunder, it being recognized by Lender that the obligations of Borrower (and all its members) hereunder are nonrecourse obligations and that the remedies of Lender are limited to the security provided by the Mortgage securing this Note. Borrower is fully obligated to pay an amount equal to the reimbursable portion of the Tax Increment Funds actually received by the Borrower pursuant to the terms of the TIF Development Agreement. All capitalized terms not otherwise defined herein shall have the meaning provided for them in the TIF Development Agreement. IN WITNESS WHEREOF, this Note has been duly executed by the undersigned as of the day and year first above written. BORROWER: TP Elevate, LLC, a Minnesota limited liability company By: Its: EXHIBIT F FORM OF POOLED TIF MORTGAGE (Top 3 inches reserved for recording data) MORTGAGE by Business Entity MORTGAGE REGISTRY TAX DUE: $ DATE: ❑ CHECK IF APPLICABLE:NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ENFORCEMENT OF THIS MORTGAGE IN MINNESOTA IS LIMITED TO A DEBT AMOUNT OF $ UNDER CHAPTER 287 OF MINNESOTA STATUTES. THIS MORTGAGE("Mortgage")is given by TP Elevate,LLC,a limited liability company under the laws of Minnesota,as mortgagor("Borrower"),to the Housing and Redevelopment Authority in and for the City of Eden Prairie,Minnesota as mortgagee("Lender").In consideration of the receipt of Five Hundred Thousand Dollars($500,000.00)(the"Indebtedness")from Lender,Borrower hereby mortgages,with power of sale,the real property in Hennepin County,Minnesota,legally described as follows: See Exhibit A attached hereto and made a part hereof. Check here if all or part of the described real property is Registered(Torrens) ❑ together with all hereditaments and appurtenances belonging thereto(the"Property"),subject to the following exceptions: (a) Covenants,conditions,restrictions(without effective forfeiture provisions)and declarations of record, if any; (b) Reservations of minerals or mineral rights by the State of Minnesota,if any; (c) Utility and drainage easements which do not interfere with present improvements; (d) Applicable laws,ordinances,and regulations; (e) The lien of real estate taxes and installments of special assessments not yet due and payable;and (f) The following liens or encumbrances,if any: See Exhibit B attached hereto and made a part hereof. Borrower covenants with Lender as follows: 1. Repayment of Indebtedness. If Borrower(a)pays the Indebtedness to Lender according to the terms of the promissory note or other instrument of even date herewith that evidences the Indebtedness and all renewals, extensions,and modifications thereto(the"Note"),final payment of which is due on ,2054; (b)pays interest on the Indebtedness as provided in the Note;(c)repays to Lender,at the times and with interest as specified,all sums advanced in protecting the lien of this Mortgage,if any;and(d)keeps and performs all the covenants and agreements contained herein,then Borrower's obligations under this Mortgage will be satisfied,and Lender will deliver an executed satisfaction of this Mortgage to Borrower.It is Borrower's responsibility to record any satisfaction of this Mortgage at Borrower's expense. 2. Statutory Covenants. Borrower makes and includes in this Mortgage the following covenants and provisions set forth in Minn. Stat. 507.15,and the relevant statutory covenant equivalents contained therein are hereby incorporated by reference: (a) To warrant the title to the Property; (b) To pay the Indebtedness as herein provided; (c) To pay all taxes; (d) That the Property shall be kept in repair and no waste shall be committed; (e) To pay principal and interest on prior mortgages(if any). 3. Additional Covenants and Agreements of Borrower. Borrower makes the following additional covenants and agreements with Lender: (a) Borrower shall keep all buildings,improvements,and fixtures now or later located on all or any part of the Property(collectively,the"Improvements")insured against loss by fire,lightning,and such other perils as are included in a standard all-risk endorsement,and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy,including,without limitation,vandalism,malicious mischief,burglary,theft,and if applicable,steam boiler explosion. Such insurance shall be in an amount no less than the full replacement cost of the Improvements,without deduction for physical depreciation.If any of the Improvements are located in a federally designated flood prone area,and if flood insurance is available for that area,Borrower shall procure and maintain flood insurance in amounts reasonably satisfactory to Lender.Borrower shall procure and maintain liability insurance against claims for bodily injury,death,and property damage occurring on or about the Property in amounts reasonably satisfactory to Lender and naming Lender as an additional insured,all for the protection of the Lender. (b) Each insurance policy required pursuant to Paragraph 3(a)must contain provisions in favor of Lender affording all right and privileges customarily provided under the so-called standard mortgagee clause.Each policy must be issued by an insurance company or companies licensed to do business in Minnesota and acceptable to Lender.Each policy must provide for not less than ten(10)days written notice to Lender before cancellation,non-renewal,termination,or change in coverage.Borrower will deliver to Lender a duplicate original or certificate of such insurance policies and of all renewals and modifications of such policies. (c) If the Property is damaged by fire or other casualty,Borrower must promptly give notice of such damage to Lender and the insurance company.In such event,the insurance proceeds paid on account of such damage will be applied to payment of the amounts owed by Borrower pursuant to the Note,even if such amounts are not otherwise then due,unless Borrower is permitted to make an election as described in the next paragraph. Such amounts first will be applied to unpaid accrued interest and next to the principal to be paid as provided in the Note in the inverse order of their maturity. Such payment(s)will not postpone the due date of the installments to be paid pursuant to the Note or change the amount of such installments.The balance of insurance proceeds,if any,will be the property of Borrower. (d) Notwithstanding the provisions of Paragraph 3(c),and unless otherwise agreed by Borrower and Lender in writing,if(i)Borrower is not in default under this Mortgage(or after Borrower has cured any such default); (ii)the mortgagees under any prior mortgages do not require otherwise;and(iii)such damage does not exceed ten percent(10%)of the then assessed market value of the Improvements,then Borrower may elect to have that portion of such insurance proceeds necessary to repair,replace,or restore the damaged Property(the"Repairs")deposited in escrow with a bank or title insurance company qualified to do business in Minnesota,or such other party as may be mutually agreeable to Lender and Borrower. The election may only be made by written notice to Lender within sixty(60)days after the damage occurs;and the election will only be permitted if the plans,specifications,and contracts for the Repairs are approved by Lender,which approval shall not be unreasonably withheld,conditioned, or delayed.If such a permitted election is made by Borrower,Lender and Borrower shall jointly deposit the insurance proceeds into escrow when paid.If such insurance proceeds are insufficient for the Repairs, Borrower shall,before the commencement of the Repairs,deposit into such escrow sufficient additional money to insure the full payment for the Repairs.Even if the insurance proceeds are unavailable or are insufficient to pay the cost of the Repairs,Borrower shall at all times be responsible to pay the full cost of the Repairs.All escrowed funds shall be disbursed in accordance with sound,generally accepted, construction disbursement procedures.The costs incurred or to be incurred on account of such escrow shall be deposited by Borrower into such escrow before the commencement of the Repairs.Borrower shall complete the Repairs as soon as reasonably possible and in a good and workmanlike manner,and in any event the Repairs shall be completed by Borrower within one(1)year after the damage occurs.If, following the completion of and payment for the Repairs,there remains any undisbursed escrow funds, such funds shall be applied to payment of the amounts owed by Borrower under the Note in accordance with Paragraph 3(c). (e) If all or any part of the Property is taken in condemnation proceedings instituted under power of eminent domain or is conveyed in lieu thereof under threat of condemnation,the money paid pursuant to such condemnation or conveyance in lieu thereof must be applied to payment of the amounts due by Borrower to Lender under the Note as set forth in Paragraph 3(c),even if such amounts are not then due to be paid. (f) Borrower will diligently complete all Improvements,if any,that may now or hereafter be under construction on the Property. (g) Borrower will pay all dues,fees,or assessments,if any,which are due and payable by Borrower to any homeowners or similar association as a result of the Property's inclusion therein. (h) Borrower will pay any other expenses and attorneys' fees incurred by Lender pursuant to the Note or as reasonably required for the protection of the lien of this Mortgage. 4. Payment by Lender. If Borrower fails to pay any amounts to be paid hereunder to Lender or any third parties,or to insure the Improvements,and deliver the policies as required herein,Lender may make such payments or secure such insurance. The sums so paid shall be additional Indebtedness,bear interest from the date of such payment at the same rate set forth in the Note,be an additional lien upon the Property,and be immediately due and payable upon written demand. This Mortgage secures the repayment of such advances. 5. Default. In case of default(i)in the payment of sums to be paid under the Note or this Mortgage,when the same becomes due,(ii)in any of the covenants set forth in this Mortgage,(iii)under the terms of the Note,or (iv)under any addendum attached to this Mortgage,Lender may declare the unpaid balance of the Note and the interest accrued thereon,together with all sums advanced hereunder,immediately due and payable without notice, and Borrower hereby authorizes and empowers Lender to foreclose this Mortgage by judicial proceedings or to sell the Property at public auction and convey the same in fee simple in accordance with Minn. Stat.Ch. 580,and out of the monies arising from such sale,to retain all sums secured hereby,with interest and all legal costs and charges of such foreclosure and the maximum attorneys' fees permitted by law,which costs,charges,and fees Borrower agrees to pay. 6. Governing Law; Severability. This Mortgage shall be governed by the laws of Minnesota. In the event that any provision or clause of this Mortgage or the Note conflicts with applicable law,such conflict shall not affect other provisions of this Mortgage or the Note which can be given effect without the conflicting provision. 7. Additional Terms. Check this box ® if Minnesota Uniform Conveyancing Blank 20.2.1 or any other addendum(either one or more)containing additional terms and conditions is attached to this Mortgage.If the foregoing box is not checked,then this Mortgage shall not contain any such additional terms and conditions.The number of additional attached pages is 5. Terms of this Mortgage will run with the Property and bind the parties hereto and their successors in interest. Note: Remainder of page left blank,signature page follows. Borrower TP Elevate,LLC a Minnesota limited liability company By: Its:Manager State of Minnesota,County of This instrument was acknowledged before me on ,2017,by as of TP Elevate,LLC,a Minnesota limited liability company. (Stamp) (signature of notarial officer) Title(and Rank): My commission expires: (month/day/year) THIS INSTRUMENT WAS DRAFTED BY: Gregerson,Rosow,Johnson&Nilan,Ltd. 100 Washington Avenue South Suite 1550 Minneapolis,MN 55401 (612)338-0755 Note: Failure to record or file this mortgage may give other parties priority over this mortgage. EXHIBIT A TO MORTGAGE Legal Description EXHIBIT B TO MORTGAGE Liens and Encumbrances ADDENDUM TO MORTAGE Mortgagee: The City of Eden Prairie Mortgagor: TP Elevate, LLC; Section 1. Compliance with Legal and Insurance Requirements, Instruments, etc. Mortgagor (a) shall not commit or permit waste or deterioration upon the Property, (b) shall cause the Property and every part thereof, including but not limited to parking areas, improvements, and all ingress and egress easements, if any, to be continually maintained, preserved, and kept in safe and good repair, working order, and condition, (c) will comply with all Insurance Requirements and with the requirements of Minnesota Statutes Section 504B.161, Subdivision 1 and Section 504B.178, as now existing or as hereafter amended, if applicable, with the provisions of all local, state, and federal statutes, ordinances, rules, and regulations relating to the disposal of environmentally hazardous material, and with all private declarations, easements, covenants, and restrictions, if any, affecting the title to the Property or any part thereof ("Private Restrictions"), (d) will not commit, suffer, or permit any violation of Private Restrictions, and (e) from time to time will make all necessary and proper restorations, rebuildings, repairs, renewals, replacements, additions, and betterments to the Property, whether required as the result of casualty or otherwise, and whether or not insurance proceeds or condemnation proceeds exist, are made available, or are sufficient therefor, in a good and workmanlike manner, so that the value and efficient use thereof shall be fully preserved and maintained, and so that Mortgagor complies with the requirements of this Section 1. Mortgagor shall give Mortgagee written notice within three (3) business days if it receives notice of any violation of any of the requirements of this Section 1 or if any material damage or destruction occurs to the Property. Mortgagor shall not seek, petition for, make, consent to, or acquiesce in any change in the requirements of this Section 1 relating to the Property, including but not limited to zoning and building codes and ordinances, without Mortgagee's prior written consent, which shall not be unreasonably withheld. Section 2. Estoppel Certificates. Mortgagor and Mortgagee agree at any time and from time to time as reasonably requested by the other party, upon not less than fifteen (15) days' prior written notice, to execute, acknowledge, and deliver, without charge, to the requesting party or to any person designated by the requesting party, a statement in writing certifying that (a) this Mortgage is unmodified (or if there have been modifications, identifying the same by the date thereof and specifying the nature thereof), (b) the unpaid balance of the Note, (c) the certifying party has not received any notice of default or notice of acceleration or foreclosure of this Mortgage (or if any notice has been received, that it has been revoked, if such be the case), (d) to the knowledge of the certifying party, no default then exists hereunder (or if any such default does exist, specifying the same and stating that the same has been cured, if such be the case), (e) the certifying party has no claims or offsets against the requesting party (or if any such claims exist, specifying the same), and (f) the dates to which the interest and the other sums and charges payable by Mortgagor pursuant to the Note have been paid. Section 3. Waiver of Appraisement. Mortgagor hereby waives, to the full extent it may lawfully do so, the benefit of all homestead, moratorium, mediation, marshaling, appraisement, valuation, stay, execution, and extension laws now or hereafter in force. Section 4. Indemnification by Mortgagor. Mortgagor will protect, indemnify, and save harmless Mortgagee from and against all liabilities, obligations, claims, damages, penalties, causes of action, reasonable costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by, or asserted against Mortgagee by reason of (a) ownership of the Property, or any interest therein, or receipt for any rent or other sum therefrom; (b) any accident, injury to, or death of persons or loss of or damage to property occurring on or about the Property or any part thereof or the adjoining vaults, and vault space, if any, (c) any use, nonuse, or condition of the Property or any part thereof or the adjoining vaults and vault space, if any, (d) any failure on the part of Mortgagor to perform or to comply with any of the terms of this Mortgage, including, without limitation, the provisions of Section 1 hereof, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part hereof, (f) negligence or tortious act on the part of Mortgagor or any of its agents, contractors, sublessees, licensees, or invitees, or (g) exercise by Mortgagee of any remedy provided hereunder or at law or equity; provided, however, that nothing herein shall be construed to obligate Mortgagor to protect, to indemnify, and to save Mortgagee harmless from and against liabilities, obligations, claims, damages, penalties, causes of action, reasonable costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against Mortgagee solely by reason of the negligent or tortious acts on the part of Mortgagee or any of its employees, agents, contractors, licensees, or invitees. Any amounts payable to Mortgagee under this Section 4 which are not paid within fifteen (15) business days after written demand therefor by Mortgagee shall bear interest at the rate set forth in the Note from the date of such demand and shall be secured by this Mortgage. If any action, suit, or proceeding is brought against Mortgagee by reason of any such occurrence, Mortgagor upon Mortgagee's request will at Mortgagor's expense resist and defend such action, suit, or proceeding or will cause the same to be resisted and defended by counsel for the insurer of the liability or by counsel designated by Mortgagor and reasonably approved by Mortgagee. The indemnification of the Mortgagee by the Mortgagor shall be continuing indemnification and shall remain in full force and effect notwithstanding the expiration or termination of this Mortgage. Section 5. Hazardous Material. Mortgagor(a) shall not store, locate, generate, produce, process, treat, transport, incorporate, discharge, emit, release, deposit, or dispose of any hazardous material in, upon, under, over, or from the Property except in strict compliance with all applicable environmental regulations, (b) shall not permit any hazardous material to be stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited, disposed of, or to escape therein, thereupon, thereunder, thereover or therefrom except in strict compliance with all applicable environmental regulations, (c) shall cause all hazardous material found thereon to be properly removed therefrom and properly disposed of in accordance with all applicable environmental regulations, (d) shall not install or permit to be installed any underground storage tank therein or thereunder, and (e) shall comply with all environmental regulations which are applicable to the Property. At any time, and from time to time, upon Mortgagee's reasonable request Mortgagor shall have any environmental review, audit, assessment, and/or report relating to the Property heretofore provided by Mortgagor to Mortgagee updated, if Mortgagee reasonably believes such updating is necessary, at Mortgagor's sole cost and expense, by an engineer or scientist acceptable to Mortgagee, or shall have such a review, audit, assessment, and/or report prepared for Mortgagee, if none has previously been so provided. Mortgagor shall indemnify Mortgagee, its directors, officers, members, employees, agents, contractors, licensees, invitees, successors, and assigns (hereinafter collectively referred to as the "Indemnified Parties") against, shall hold the Indemnified Parties harmless from, and shall reimburse the Indemnified Parties for, any and all claims, demands, judgments, penalties, liabilities, costs, damages, and expenses, directly or indirectly incurred by the Indemnified Parties, including court costs and reasonable attorneys' fees (prior to trial, at trial, and on appeal) in any action against or involving any of the Indemnified Parties, resulting from any breach of the foregoing covenants, from the incorrectness or untruthfulness of any warranty or representation set forth herein at the time made, or from the discovery of any hazardous material in, upon, under, or over, or emanating from the Property, whether or not Mortgagor is responsible therefor, it being the intent of Mortgagor and Mortgagee that the Indemnified Parties shall have no liability or responsibility for damage or injury to human health, the environment, or natural resources caused by, for abatement, and/or clean-up of, or otherwise with respect to, hazardous material by virtue of the interest of Mortgagee in the Property created thereby or as the result of Mortgagee exercising any of its rights or remedies with respect thereto hereunder, including but not limited to becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure, except for matters arising out of the negligent acts or omissions of the Mortgagee, including its employees, agents, contractors, licensees and invitees. The foregoing representations, warranties, and covenants of this Section 5 shall be deemed continuing covenants, representations, and warranties for the benefit of the Indemnified Parties, including but not limited to any purchaser at a foreclosure sale, any transferee of the title of Mortgagee, or any other purchaser at a foreclosure sale, and any subsequent owner of the Property whose title derives from Mortgagee, and shall survive the satisfaction or release of this Mortgage, any foreclosure of this Mortgage, and/or any acquisition of title to the Property or any part thereof by Mortgagee, or anyone claiming by, through, or under Mortgagee, by deed in lieu of foreclosure, or otherwise. Any amounts covered by the foregoing indemnification shall bear interest from the date incurred at the rate set forth in the Note, shall be payable on demand, and shall be secured hereby. Section 6. Accessibility Covenants. Mortgagor shall comply with all accessibility regulations which are applicable to the Property. At any time, and from time to time, if Mortgagee so requests based upon Mortgagee's reasonable belief that a violation or noncompliance has occurred, Mortgagor shall have any accessibility regulations compliance report heretofore provided by Mortgagor to Mortgagee, at Mortgagor's sole cost and expense, by the person or entity which prepared the same, or shall have a report prepared for Mortgagee, if none has previously been so provided. Mortgagor shall indemnify all Indemnified Parties against, shall hold the Indemnified Parties harmless from, and shall reimburse the Indemnified Parties for, any and all claims, demands,judgments, penalties, liabilities, costs, damages, and expenses incurred by the Indemnified Parties, including court costs and reasonable attorneys' fees (prior to trial, at trial, and on appeal), in any action, administrative proceeding, or negotiation against or involving any of the Indemnified Parties, resulting from any breach of the foregoing covenants, from the incorrectness or untruthfulness of the representation and warranty set forth herein, or from a failure by Mortgagor to perform any of its obligations hereunder relating to accessibility regulations, it being the intent of Mortgagor and Mortgagee that the Indemnified Parties shall have no liability for any violation of accessibility regulations by virtue of the interest of Mortgagee in the Property created hereby or as a result of Mortgagee exercising any of its remedies with respect thereto hereunder, including but not limited to becoming the owner of the Property or any portion thereof by foreclosure or other sale or conveyance in lieu thereof. The foregoing covenants, representations, and warranties of this Mortgage and this Section 6 shall be deemed continuing covenants, representations and warranties for the benefit of the Indemnified Parties, including but not limited to any purchaser at a foreclosure or other sale, any transferee of the title of Mortgagee, or any other purchaser at a foreclosure or other sale hereunder, and any subsequent owner of the Property whose interest derives from Mortgagee, and shall survive the satisfaction or release of this Mortgage, any foreclosure or other sale under this Mortgage, and/or any acquisition of title to the Property or any part thereof by Mortgagee, or anyone claiming by, through or under Mortgagee, by deed in lieu of foreclosure or other sale, or otherwise. Any amounts covered by the foregoing indemnification shall bear interest from the date paid at the rate set forth in the Note, shall be payable on demand, and shall be secured hereby. Section 7. HUD Provisions. Mortgagee shall not foreclose on this Mortgage without the prior written approval of the United States Department of Housing and Urban Development ("HUD") if there is a mortgage federally insured by HUD on the Property or there is a mortgage held directly by HUD on the Property. Nothing in this Mortgage is intended to alter or to conflict with the terms, conditions, and provisions of the HUD , regulations, handbooks, administrative requirements, and lender notices in effect at the time of endorsement by Mortgagor of the note in favor of Jones Lang LaSalle Multifamily, LLC, a Delaware limited liability company (the "JLL Note"; and the related mortgage on the property given as security for the JLL Note, the "JLL Mortgage") or the documents required to be executed by Mortgagor in connection with the enforcement of the JLL Note; and to the extent that they do so, the aforesaid regulations, handbooks, administrative requirements, lender notices, and documents shall control and this document shall be amended so as not to alter or to conflict with the aforesaid regulations, handbooks, administrative requirements, lender notices or documents. Nothing in this Mortgage is intended to alter or to conflict with the terms, conditions and provisions of the JLL Note or JLL Mortgage and to the extent that they do so, the aforesaid JLL Note and JLL Mortgage shall control and this document shall be amended so as not to alter or to conflict with the JLL Note and JLL Mortgage. This provision shall terminate and be void upon termination of the HUD insurance of the JLL Note so long as HUD does not directly hold a mortgage on the Property at such time. So long as HUD is the insurer or holder of a mortgage on the Property: (a)This Mortgage may not be amended without the prior written consent of HUD and of the holder of the JLL Mortgage; and (b) This Mortgage may not be sold, transferred, assigned or pledged without the prior written approval of HUD; and (c) This Mortgage will be extended if the Note matures, there is no surplus cash or residual receipts (as defined in the Note) available for the repayment of the Note, and the JLL Mortgage has not been retired in full, or(ii) HUD grants a deferment of the amortization, or a forbearance, of the JLL Note that results in an extended maturity of the JLL Mortgage. This Mortgage automatically will terminate and will be deemed released by Mortgagee if HUD acquires title to the Property by a deed in lieu of foreclosure. Section 8. The lien of this Mortgage shall be subject,junior and subordinate to other mortgages of record on the Property to the extent and as required by the provisions of that certain TIF Development Agreement of even date herewith between Mortgagor and Mortgagee. TP Elevate, LLC a Minnesota limited liability company By: Its: STATE OF MINNESOTA) ) SS. COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of , 2017,by , the of TP Elevate, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public EXHIBIT G FORM OF PARK DEDICATION NOTE PARK DEDICATION FEE PAYMENT PROMISSORY NOTE TP ELEVATE, LLC) Date: FOR VALUE RECEIVED, TP Elevate, LLC a Minnesota limited liability company (herein called the "Borrower") promises to pay to the order of the City of Eden Prairie, a public body corporate and politic under the laws of the State of Minnesota (herein called the "Lender"), or its assigns, the sum of Eight Hundred Seventy Two Thousand and no/100 Dollars ($872,700.00) (hereinafter referred to as the "Park Dedication Fee Payment"under the terms of that certain TIF Development Agreement dated September 19, 2017 (the "TIF Development Agreement"), by and between Borrower and Housing and Redevelopment Authority in and for City of Eden Prairie, a public body corporate and politic under the laws of the State of Minnesota (the "HRA"). The Borrower, in consideration of the issuance of the TIF Note and the Loan of Pooled TIF (each, as defined in the TIF Development Agreement) by the HRA and the Lender's approval of Comprehensive Guide Plan Amendment, rezoning of the Development Property (as defined in the TIF Development Agreement) to TOD — R, and PUD waivers, agrees to make payments of park dedication fees in the amount of Eight Hundred Seventy Two Thousand Seven Hundred Dollars ($872,700) (the "Park Dedication Fees"). The Borrower will be obligated to make annual payments on April 1 of each calendar year, of 37.5% of the Available Cash as defined in the TIF Development Agreement starting when the ratio of(x) Available Cash from the operation of the Project (as defined in the TIF Development Agreement) for the prior calendar year to (y) the total amount of Developer's Equity (as defined in the TIF Development Agreement) in the Project exceeds 10%. The entire remaining principal balance of the Park Dedication Fees shall be payable on the earlier of , 2054 or(b) a sale, exchange or refinance of the project by the Developer. So long as there is a mortgage federally insured by the United States Department of Housing and Urban Development ("HUD") on the Project or there is a mortgage held directly by HUD on the Project, payments of the Pooled TIF Repayment due under this Note shall be payable only from seventy-five percent (75%) of surplus cash (or residual receipts) of the Project, as the term "surplus cash" (or "residual receipts") is defined, and in accordance with the conditions prescribed, in the Regulatory Agreement dated as of _, 20_, between HUD and the Borrower. The restriction on payment imposed by this paragraph shall not excuse any default caused by the failure of the Borrower to pay the indebtedness evidenced by this Note. So long as there is a mortgage federally insured by HUD on the Project or there is a mortgage held directly by HUD on the Project, the term of this Note shall be extended if (i) this Note matures, there is no surplus cash or residual receipts available for its repayment, and the first mortgage has not been retired in full, or (ii) HUD grants a deferment of the amortization, or a forbearance, of the mortgage note executed by the Borrower in favor of Jones Lang LaSalle Multifamily, LLC, a Delaware limited liability company (the "JLL Mortgage Note") that result in an extended maturity of the first mortgage. This Note automatically will terminate and will be deemed satisfied if HUD acquires title to the Project by a deed in lieu of foreclosure. The TIF Development Agreement refers to the rights of the Lender as to the acceleration of the indebtedness evidenced by this Note. Nothing in this Note is intended to alter or to conflict with the terms, conditions, and provisions of the HUD regulations, handbooks, administrative requirements, and lender notices in effect at the time of endorsement of the JLL Mortgage Note, and, to the extent that they do so, the aforesaid regulations, handbooks, administrative requirements, lender notices and documents shall control, and this document shall be amended so as not to alter or to conflict with the aforesaid regulations, handbooks, administrative requirements, lender notices, and documents. This provision shall terminate and be void upon termination of the HUD insurance of the JLL Mortgage Note so long as HUD does not directly hold a mortgage on the Project at such time. So long as there is a mortgage federally insured by HUD on the Project or there is a mortgage held directly by HUD on the Project, (i) this Note may not be amended without the prior written consent of HUD and of Jones Lang LaSalle Multifamily, LLC or any successor holder of the first mortgage on the Project, and (ii) it may not be sold, transferred, assigned, or pledged without the prior written approval of HUD. The debt evidenced by this Note may be prepaid in whole or in part at any time prior to the final maturity date of this Note. Prepayments may be made only with the prior written consent of the HUD so long as there is a mortgage federally insured by HUD on the Project or there is a mortgage held directly by HUD on the Project, and any unauthorized prepayments shall be held in trust for the Project and, upon HUD's request, shall be deposited with HUD or its designee. Demand, protest, and notice of demand and protest are hereby waived, and the undersigned hereby waives, to the extent authorized by law, any and all homestead and other exemption rights which otherwise would apply to the debt evidenced by this Note. The Borrower promises to pay all costs of collection, including but not limited to reasonable attorneys' fees, paid or incurred by the Lender on account of such collection. This Note shall be governed and construed in accordance with the laws of the State of Minnesota. Neither Borrower nor any member, partner, shareholder, employee, officer or agent of Borrower shall have any personal liability for the Borrower's obligations hereunder, it being recognized by Lender that the obligations of Borrower (and all its members) hereunder are nonrecourse obligations and that the remedies of Lender are limited to the security provided by the Mortgage securing this Note. Borrower is fully obligated to pay an amount equal to the Park Dedication Fees pursuant to the terms of the TIF Development Agreement. All capitalized terms not otherwise defined herein shall have the meaning provided for them in the TIF Development Agreement. IN WITNESS WHEREOF, this Note has been duly executed by the undersigned as of the day and year first above written. BORROWER: TP Elevate, LLC, a Minnesota limited liability company By: Its: EXHIBIT H FORM OF PARK DEDICATION MORTGAGE (Top 3 inches reserved for recording data) MORTGAGE by Business Entity MORTGAGE REGISTRY TAX DUE: $ DATE: El CHECK IF APPLICABLE:NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ENFORCEMENT OF THIS MORTGAGE IN MINNESOTA IS LIMITED TO A DEBT AMOUNT OF $ UNDER CHAPTER 287 OF MINNESOTA STATUTES. THIS MORTGAGE("Mortgage")is given by TP Elevate,LLC,a limited liability company under the laws of Minnesota,as mortgagor("Borrower"),to the Housing and Redevelopment Authority in and for the City of Eden Prairie,Minnesota as mortgagee("Lender").In consideration of the receipt of Eight Hundred Seventy-Two Thousand Dollars($872,000.00)(the"Indebtedness")from Lender,Borrower hereby mortgages,with power of sale,the real property in Hennepin County,Minnesota,legally described as follows: See Exhibit A attached hereto and made a part hereof. Check here if all or part of the described real property is Registered(Torrens) ❑ together with all hereditaments and appurtenances belonging thereto(the"Property"),subject to the following exceptions: (a) Covenants,conditions,restrictions(without effective forfeiture provisions)and declarations of record, if any; (b) Reservations of minerals or mineral rights by the State of Minnesota,if any; (c) Utility and drainage easements which do not interfere with present improvements; (d) Applicable laws,ordinances,and regulations; (e) The lien of real estate taxes and installments of special assessments not yet due and payable;and (f) The following liens or encumbrances,if any: See Exhibit B attached hereto and made a part hereof. Borrower covenants with Lender as follows: 1. Repayment of Indebtedness. If Borrower(a)pays the Indebtedness to Lender according to the terms of the promissory note or other instrument of even date herewith that evidences the Indebtedness and all renewals, extensions,and modifications thereto(the"Note"),final payment of which is due on ,2054; (b)pays interest on the Indebtedness as provided in the Note;(c)repays to Lender,at the times and with interest as specified,all sums advanced in protecting the lien of this Mortgage,if any;and(d)keeps and performs all the covenants and agreements contained herein,then Borrower's obligations under this Mortgage will be satisfied,and Lender will deliver an executed satisfaction of this Mortgage to Borrower.It is Borrower's responsibility to record any satisfaction of this Mortgage at Borrower's expense. 2. Statutory Covenants. Borrower makes and includes in this Mortgage the following covenants and provisions set forth in Minn. Stat. 507.15,and the relevant statutory covenant equivalents contained therein are hereby incorporated by reference: (a) To warrant the title to the Property; (b) To pay the Indebtedness as herein provided; (c) To pay all taxes; (d) That the Property shall be kept in repair and no waste shall be committed; (e) To pay principal and interest on prior mortgages(if any). 3. Additional Covenants and Agreements of Borrower. Borrower makes the following additional covenants and agreements with Lender: (a) Borrower shall keep all buildings,improvements,and fixtures now or later located on all or any part of the Property(collectively,the"Improvements")insured against loss by fire,lightning,and such other perils as are included in a standard all-risk endorsement,and against loss or damage by all other risks and hazards covered by a standard extended coverage insurance policy,including,without limitation,vandalism,malicious mischief,burglary,theft,and if applicable, steam boiler explosion. Such insurance shall be in an amount no less than the full replacement cost of the Improvements,without deduction for physical depreciation.If any of the Improvements are located in a federally designated flood prone area,and if flood insurance is available for that area,Borrower shall procure and maintain flood insurance in amounts reasonably satisfactory to Lender.Borrower shall procure and maintain liability insurance against claims for bodily injury,death,and property damage occurring on or about the Property in amounts reasonably satisfactory to Lender and naming Lender as an additional insured,all for the protection of the Lender. (b) Each insurance policy required pursuant to Paragraph 3(a)must contain provisions in favor of Lender affording all right and privileges customarily provided under the so-called standard mortgagee clause.Each policy must be issued by an insurance company or companies licensed to do business in Minnesota and acceptable to Lender.Each policy must provide for not less than ten(10)days written notice to Lender before cancellation,non-renewal,termination,or change in coverage.Borrower will deliver to Lender a duplicate original or certificate of such insurance policies and of all renewals and modifications of such policies. (c) If the Property is damaged by fire or other casualty,Borrower must promptly give notice of such damage to Lender and the insurance company.In such event,the insurance proceeds paid on account of such damage will be applied to payment of the amounts owed by Borrower pursuant to the Note,even if such amounts are not otherwise then due,unless Borrower is permitted to make an election as described in the next paragraph. Such amounts first will be applied to unpaid accrued interest and next to the principal to be paid as provided in the Note in the inverse order of their maturity. Such payment(s)will not postpone the due date of the installments to be paid pursuant to the Note or change the amount of such installments. The balance of insurance proceeds,if any,will be the property of Borrower. (d) Notwithstanding the provisions of Paragraph 3(c),and unless otherwise agreed by Borrower and Lender in writing,if(i)Borrower is not in default under this Mortgage(or after Borrower has cured any such default); (ii)the mortgagees under any prior mortgages do not require otherwise;and(iii)such damage does not exceed ten percent(10%)of the then assessed market value of the Improvements,then Borrower may elect to have that portion of such insurance proceeds necessary to repair,replace,or restore the damaged Property(the"Repairs")deposited in escrow with a bank or title insurance company qualified to do business in Minnesota,or such other party as may be mutually agreeable to Lender and Borrower. The election may only be made by written notice to Lender within sixty(60)days after the damage occurs;and the election will only be permitted if the plans,specifications,and contracts for the Repairs are approved by Lender,which approval shall not be unreasonably withheld,conditioned, or delayed.If such a permitted election is made by Borrower,Lender and Borrower shall jointly deposit the insurance proceeds into escrow when paid.If such insurance proceeds are insufficient for the Repairs, Borrower shall,before the commencement of the Repairs,deposit into such escrow sufficient additional money to insure the full payment for the Repairs.Even if the insurance proceeds are unavailable or are insufficient to pay the cost of the Repairs,Borrower shall at all times be responsible to pay the full cost of the Repairs.All escrowed funds shall be disbursed in accordance with sound,generally accepted, construction disbursement procedures.The costs incurred or to be incurred on account of such escrow shall be deposited by Borrower into such escrow before the commencement of the Repairs.Borrower shall complete the Repairs as soon as reasonably possible and in a good and workmanlike manner,and in any event the Repairs shall be completed by Borrower within one(1)year after the damage occurs.If, following the completion of and payment for the Repairs,there remains any undisbursed escrow funds, such funds shall be applied to payment of the amounts owed by Borrower under the Note in accordance with Paragraph 3(c). (e) If all or any part of the Property is taken in condemnation proceedings instituted under power of eminent domain or is conveyed in lieu thereof under threat of condemnation,the money paid pursuant to such condemnation or conveyance in lieu thereof must be applied to payment of the amounts due by Borrower to Lender under the Note as set forth in Paragraph 3(c),even if such amounts are not then due to be paid. (f) Borrower will diligently complete all Improvements,if any,that may now or hereafter be under construction on the Property. (g) Borrower will pay all dues,fees,or assessments,if any,which are due and payable by Borrower to any homeowners or similar association as a result of the Property's inclusion therein. (h) Borrower will pay any other expenses and attorneys' fees incurred by Lender pursuant to the Note or as reasonably required for the protection of the lien of this Mortgage. 4. Payment by Lender. If Borrower fails to pay any amounts to be paid hereunder to Lender or any third parties,or to insure the Improvements,and deliver the policies as required herein,Lender may make such payments or secure such insurance. The sums so paid shall be additional Indebtedness,bear interest from the date of such payment at the same rate set forth in the Note,be an additional lien upon the Property,and be immediately due and payable upon written demand. This Mortgage secures the repayment of such advances. 5. Default. In case of default(i)in the payment of sums to be paid under the Note or this Mortgage,when the same becomes due,(ii)in any of the covenants set forth in this Mortgage,(iii)under the terms of the Note,or (iv)under any addendum attached to this Mortgage,Lender may declare the unpaid balance of the Note and the interest accrued thereon,together with all sums advanced hereunder,immediately due and payable without notice, and Borrower hereby authorizes and empowers Lender to foreclose this Mortgage by judicial proceedings or to sell the Property at public auction and convey the same in fee simple in accordance with Minn. Stat.Ch. 580,and out of the monies arising from such sale,to retain all sums secured hereby,with interest and all legal costs and charges of such foreclosure and the maximum attorneys' fees permitted by law,which costs,charges,and fees Borrower agrees to pay. 6. Governing Law; Severability. This Mortgage shall be governed by the laws of Minnesota.In the event that any provision or clause of this Mortgage or the Note conflicts with applicable law,such conflict shall not affect other provisions of this Mortgage or the Note which can be given effect without the conflicting provision. 7. Additional Terms. Check this box ® if Minnesota Uniform Conveyancing Blank 20.2.1 or any other addendum(either one or more)containing additional terms and conditions is attached to this Mortgage.If the foregoing box is not checked,then this Mortgage shall not contain any such additional terms and conditions.The number of additional attached pages is 5. Terms of this Mortgage will run with the Property and bind the parties hereto and their successors in interest. Note: Remainder of page left blank,signature page follows. Borrower TP Elevate,LLC a Minnesota limited liability company By: Its:Manager State of Minnesota,County of This instrument was acknowledged before me on ,2017,by as of TP Elevate,LLC,a Minnesota limited liability company. (Stamp) (signature of notarial officer) Title(and Rank): My commission expires: (month/day/year) THIS INSTRUMENT WAS DRAFTED BY: Gregerson,Rosow,Johnson&Nilan,Ltd. 100 Washington Avenue South Suite 1550 Minneapolis,MN 55401 (612)338-0755 Note: Failure to record or file this mortgage may give other parties priority over this mortgage. EXHIBIT A TO MORTGAGE Legal Description EXHIBIT B TO MORTGAGE Liens and Encumbrances ADDENDUM TO MORTAGE Mortgagee: The City of Eden Prairie Mortgagor: TP Elevate, LLC; Section 1. Compliance with Legal and Insurance Requirements, Instruments, etc. Mortgagor (a) shall not commit or permit waste or deterioration upon the Property, (b) shall cause the Property and every part thereof, including but not limited to parking areas, improvements, and all ingress and egress easements, if any, to be continually maintained, preserved, and kept in safe and good repair, working order, and condition, (c) will comply with all Insurance Requirements and with the requirements of Minnesota Statutes Section 504B.161, Subdivision 1 and Section 504B.178, as now existing or as hereafter amended, if applicable, with the provisions of all local, state, and federal statutes, ordinances, rules, and regulations relating to the disposal of environmentally hazardous material, and with all private declarations, easements, covenants, and restrictions, if any, affecting the title to the Property or any part thereof ("Private Restrictions"), (d) will not commit, suffer, or permit any violation of Private Restrictions, and (e) from time to time will make all necessary and proper restorations, rebuildings, repairs, renewals, replacements, additions, and betterments to the Property, whether required as the result of casualty or otherwise, and whether or not insurance proceeds or condemnation proceeds exist, are made available, or are sufficient therefor, in a good and workmanlike manner, so that the value and efficient use thereof shall be fully preserved and maintained, and so that Mortgagor complies with the requirements of this Section 1. Mortgagor shall give Mortgagee written notice within three (3) business days if it receives notice of any violation of any of the requirements of this Section 1 or if any material damage or destruction occurs to the Property. Mortgagor shall not seek, petition for, make, consent to, or acquiesce in any change in the requirements of this Section 1 relating to the Property, including but not limited to zoning and building codes and ordinances, without Mortgagee's prior written consent, which shall not be unreasonably withheld. Section 2. Estoppel Certificates. Mortgagor and Mortgagee agree at any time and from time to time as reasonably requested by the other party, upon not less than fifteen (15) days' prior written notice, to execute, acknowledge, and deliver, without charge, to the requesting party or to any person designated by the requesting party, a statement in writing certifying that (a) this Mortgage is unmodified (or if there have been modifications, identifying the same by the date thereof and specifying the nature thereof), (b) the unpaid balance of the Note, (c) the certifying party has not received any notice of default or notice of acceleration or foreclosure of this Mortgage (or if any notice has been received, that it has been revoked, if such be the case), (d) to the knowledge of the certifying party, no default then exists hereunder (or if any such default does exist, specifying the same and stating that the same has been cured, if such be the case), (e) the certifying party has no claims or offsets against the requesting party (or if any such claims exist, specifying the same), and (f) the dates to which the interest and the other sums and charges payable by Mortgagor pursuant to the Note have been paid. Section 3. Waiver of Appraisement. Mortgagor hereby waives, to the full extent it may lawfully do so, the benefit of all homestead, moratorium, mediation, marshaling, appraisement, valuation, stay, execution, and extension laws now or hereafter in force. Section 4. Indemnification by Mortgagor. Mortgagor will protect, indemnify, and save harmless Mortgagee from and against all liabilities, obligations, claims, damages, penalties, causes of action, reasonable costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by, or asserted against Mortgagee by reason of (a) ownership of the Property, or any interest therein, or receipt for any rent or other sum therefrom; (b) any accident, injury to, or death of persons or loss of or damage to property occurring on or about the Property or any part thereof or the adjoining vaults, and vault space, if any, (c) any use, nonuse, or condition of the Property or any part thereof or the adjoining vaults and vault space, if any, (d) any failure on the part of Mortgagor to perform or to comply with any of the terms of this Mortgage, including, without limitation, the provisions of Section 1 hereof, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part hereof, (f) negligence or tortious act on the part of Mortgagor or any of its agents, contractors, sublessees, licensees, or invitees, or (g) exercise by Mortgagee of any remedy provided hereunder or at law or equity; provided, however, that nothing herein shall be construed to obligate Mortgagor to protect, to indemnify, and to save Mortgagee harmless from and against liabilities, obligations, claims, damages, penalties, causes of action, reasonable costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against Mortgagee by reason of the negligent or tortious acts on the part of Mortgagee or any of its employees, agents, contractors, licensees, or invitees. Any amounts payable to Mortgagee under this Section 4 which are not paid within fifteen (15) business days after written demand therefor by Mortgagee shall bear interest at the rate set forth in the Note from the date of such demand and shall be secured by this Mortgage. If any action, suit, or proceeding is brought against Mortgagee by reason of any such occurrence, Mortgagor upon Mortgagee's request will at Mortgagor's expense resist and defend such action, suit, or proceeding or will cause the same to be resisted and defended by counsel for the insurer of the liability or by counsel designated by Mortgagor and reasonably approved by Mortgagee. The indemnification of the Mortgagee by the Mortgagor shall be continuing indemnification and shall remain in full force and effect notwithstanding the expiration or termination of this Mortgage. Section 5. Hazardous Material. Mortgagor(a) shall not store, locate, generate, produce, process, treat, transport, incorporate, discharge, emit, release, deposit, or dispose of any hazardous material in, upon, under, over, or from the Property except in strict compliance with all applicable environmental regulations, (b) shall not permit any hazardous material to be stored, located, generated, produced, processed, treated, transported, incorporated, discharged, emitted, released, deposited, disposed of, or to escape therein, thereupon, thereunder, thereover or therefrom except in strict compliance with all applicable environmental regulations, (c) shall cause all hazardous material found thereon to be properly removed therefrom and properly disposed of in accordance with all applicable environmental regulations, (d) shall not install or permit to be installed any underground storage tank therein or thereunder, and (e) shall comply with all environmental regulations which are applicable to the Property. At any time, and from time to time, upon Mortgagee's reasonable request and if an event of default has occurred and is continuing under the Mortgage, Mortgagor shall have any environmental review, audit, assessment, and/or report relating to the Property heretofore provided by Mortgagor to Mortgagee updated, if Mortgagee reasonably believes such updating is necessary, at Mortgagor's sole cost and expense, by an engineer or scientist acceptable to Mortgagee, or shall have such a review, audit, assessment, and/or report prepared for Mortgagee, if none has previously been so provided. Mortgagor shall indemnify Mortgagee, its directors, officers, members, employees, agents, contractors, licensees, invitees, successors, and assigns (hereinafter collectively referred to as the "Indemnified Parties") against, shall hold the Indemnified Parties harmless from, and shall reimburse the Indemnified Parties for, any and all claims, demands, judgments, penalties, liabilities, costs, damages, and expenses, directly or indirectly incurred by the Indemnified Parties, including court costs and reasonable attorneys' fees (prior to trial, at trial, and on appeal) in any action against or involving any of the Indemnified Parties, resulting from any breach of the foregoing covenants, from the incorrectness or untruthfulness of any warranty or representation set forth herein at the time made, or from the discovery of any hazardous material in, upon, under, or over, or emanating from the Property, whether or not Mortgagor is responsible therefor, it being the intent of Mortgagor and Mortgagee that the Indemnified Parties shall have no liability or responsibility for damage or injury to human health, the environment, or natural resources caused by, for abatement, and/or clean-up of, or otherwise with respect to, hazardous material by virtue of the interest of Mortgagee in the Property created thereby or as the result of Mortgagee exercising any of its rights or remedies with respect thereto hereunder, including but not limited to becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure, except for matters arising out of the negligent acts or omissions of the Mortgagee, including its employees, agents, contractors, licensees and invitees. The foregoing representations, warranties, and covenants of this Section 5 shall be deemed continuing covenants, representations, and warranties for the benefit of the Indemnified Parties, including but not limited to any purchaser at a foreclosure sale, any transferee of the title of Mortgagee, or any other purchaser at a foreclosure sale, and any subsequent owner of the Property whose title derives from Mortgagee, and shall survive the satisfaction or release of this Mortgage, any foreclosure of this Mortgage, and/or any acquisition of title to the Property or any part thereof by Mortgagee, or anyone claiming by, through, or under Mortgagee, by deed in lieu of foreclosure, or otherwise. Any amounts covered by the foregoing indemnification shall bear interest from the date incurred at the rate set forth in the Note, shall be payable on demand, and shall be secured hereby. Section 6. Accessibility Covenants. Mortgagor shall comply with all accessibility regulations which are applicable to the Property. At any time, and from time to time, if Mortgagee so requests based upon Mortgagee's reasonable belief that a violation or noncompliance has occurred, Mortgagor shall have any accessibility regulations compliance report heretofore provided by Mortgagor to Mortgagee, at Mortgagor's sole cost and expense, by the person or entity which prepared the same, or shall have a report prepared for Mortgagee, if none has previously been so provided. Mortgagor shall indemnify all Indemnified Parties against, shall hold the Indemnified Parties harmless from, and shall reimburse the Indemnified Parties for, any and all claims, demands,judgments, penalties, liabilities, costs, damages, and expenses incurred by the Indemnified Parties, including court costs and reasonable attorneys' fees (prior to trial, at trial, and on appeal), in any action, administrative proceeding, or negotiation against or involving any of the Indemnified Parties, resulting from any breach of the foregoing covenants, from the incorrectness or untruthfulness of the representation and warranty set forth herein, or from a failure by Mortgagor to perform any of its obligations hereunder relating to accessibility regulations, it being the intent of Mortgagor and Mortgagee that the Indemnified Parties shall have no liability for any violation of accessibility regulations by virtue of the interest of Mortgagee in the Property created hereby or as a result of Mortgagee exercising any of its remedies with respect thereto hereunder, including but not limited to becoming the owner of the Property or any portion thereof by foreclosure or other sale or conveyance in lieu thereof The foregoing covenants, representations, and warranties of this Mortgage and this Section 6 shall be deemed continuing covenants, representations and warranties for the benefit of the Indemnified Parties, including but not limited to any purchaser at a foreclosure or other sale, any transferee of the title of Mortgagee, or any other purchaser at a foreclosure or other sale hereunder, and any subsequent owner of the Property whose interest derives from Mortgagee, and shall survive the satisfaction or release of this Mortgage, any foreclosure or other sale under this Mortgage, and/or any acquisition of title to the Property or any part thereof by Mortgagee, or anyone claiming by, through or under Mortgagee, by deed in lieu of foreclosure or other sale, or otherwise. Any amounts covered by the foregoing indemnification shall bear interest from the date paid at the rate set forth in the Note, shall be payable on demand, and shall be secured hereby. Section 7. HUD Provisions. Mortgagee shall not foreclose on this Mortgage without the prior written approval of the United States Department of Housing and Urban Development ("HUD") if there is a mortgage federally insured by HUD on the Property or there is a mortgage held directly by HUD on the Property. Nothing in this Mortgage is intended to alter or to conflict with the terms, conditions, and provisions of the HUD , regulations, handbooks, administrative requirements, and lender notices in effect at the time of endorsement by Mortgagor of the note in favor of Jones Lang LaSalle Multifamily, LLC, a Delaware limited liability company (the "JLL Note"; and the related mortgage on the property given as security for the JLL Note, the "JLL Mortgage") or the documents required to be executed by Mortgagor in connection with the enforcement of the JLL Note; and to the extent that they do so, the aforesaid regulations, handbooks, administrative requirements, lender notices, and documents shall control and this document shall be amended so as not to alter or to conflict with the aforesaid regulations, handbooks, administrative requirements, lender notices or documents. Nothing in this Mortgage is intended to alter or to conflict with the terms, conditions and provisions of the JLL Note or JLL Mortgage and to the extent that they do so, the aforesaid JLL Note and JLL Mortgage shall control and this document shall be amended so as not to alter or to conflict with the JLL Note and JLL Mortgage. This provision shall terminate and be void upon termination of the HUD insurance of the JLL Note so long as HUD does not directly hold a mortgage on the Property at such time. So long as HUD is the insurer or holder of a mortgage on the Property: (a)This Mortgage may not be amended without the prior written consent of HUD and of the holder of the JLL Mortgage; and (b)This Mortgage may not be sold, transferred, assigned or pledged without the prior written approval of HUD; and (c)This Mortgage will be extended if the Note matures, there is no surplus cash or residual receipts (as defined in the Note) available for the repayment of the Note, and the JLL Mortgage has not been retired in full, or(ii) HUD grants a deferment of the amortization, or a forbearance, of the JLL Note that results in an extended maturity of the JLL Mortgage. This Mortgage automatically will terminate and will be deemed released by Mortgagee if HUD acquires title to the Property by a deed in lieu of foreclosure. Section 8. The lien of this Mortgage shall be subject,junior and subordinate to other mortgages of record on the Property to the extent and as required by the provisions of that certain TIF Development Agreement of even date herewith between Mortgagor and Mortgagee. TP Elevate, LLC a Minnesota limited liability company By: Its: STATE OF MINNESOTA) ) SS. COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of , 2017, by , the of TP Elevate, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public EXHIBIT I FORM OF ASSESSMENT AGREEMENT THIS AGREEMENT is dated as of , 20 and is between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the "HRA"), and TP ELEVATE, LLC, a Minnesota limited liability company(the "Owner"). IN CONSIDERATION OF the mutual covenants and benefits herein described, the HRA and the Owner recite and agree as follows: Section 1. Recitals. 1.01. Project Plan. The HRA has heretofore developed a Redevelopment Plan (the "Project Plan") outlining certain development activities to be undertaken and has adopted a Redevelopment Plan therefor (the "Redevelopment Plan"), which includes the construction of a mixed use residential and commercial complex and to be constructed on the Development Property (the "Project") and related site improvements and other improvements of a public nature. The Project is to be owned by the Owner. 1.02. Tax Increment Financing District. Pursuant to the Minnesota Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.1799, as amended (the "TIF Act"), the City and the HRA have approved a tax increment financing plan (the "Financing Plan"), which is the proposed method for financing the development activities currently proposed to be undertaken relating to the Project. Pursuant to the Financing Plan, the Tax Increment Financing District Number 22 has been established as a housing district under the TIF Act. 1.03. Implementation. The HRA and the City of Eden Prairie, Minnesota (the "City"), have each authorized and directed their respective officers to take all actions necessary to implement and carry out the Project Plan and the Financing Plan. The Project Plan and the Financing Plan propose that the HRA finance certain costs of or related to the Project, payable from tax increment (as defined in the TIF Act) derived from the District("Tax Increment"). 1.04. Development Agreement. The HRA and the Owner have entered into a Tax Increment Development Agreement, dated as of September 19, 2017 (the "Development Agreement"), which provides that the Owner will improve the real property described in Exhibit A hereto (the "Land") by the construction of the Project thereon. The Development Agreement provides that upon the execution and delivery of the Development Agreement, the HRA and Owner are to enter into this Assessment Agreement. Section 2. Minimum Market Value. 2.01. Agreed Upon Minimum. The Owner agrees that the minimum market value of the Land and the Project for ad valorem tax purposes, for the assessment made as of January 2, 2020, shall be not less than $52,879,740.00 and shall not be reduced by any action taken by the Owner (other than a deed in lieu of, or under threat of, condemnation by the City of Eden Prairie, Hennepin County or other condemning authority), to less than the said amount, and that during the term of this Assessment Agreement no reduction of the market value therefor below said minimum market value shall be sought by the Owner or granted by any public official or court except in accordance with Minnesota Statutes, Section 469.177, subdivision 8. This minimum market value shall apply only to the Land, the Project and any other facilities situated on the Land. In the event of involuntary conversion of the Land and the Project for any reason (other than condemnation by a public entity), the minimum market value shall not be reduced to an amount less than said minimum market value The Owner acknowledges and agrees that the Land and the Project are subject to ad valorem property taxation and that such property taxes constitute taxes on "real property" (as provided in Section 469.174, subdivisions 4 and 7(d) of the TIF Act) and, to the extent reflecting net tax capacity rates of taxing jurisdictions levied against the captured net tax capacity of the District, tax increment. 2.02. Higher Market Value. Nothing in this Assessment Agreement shall limit the discretion of the city assessor of the City of Eden Prairie or any other public official or body having the duty to determine the market value of the Land, the Project and other facilities on the Land for ad valorem tax purposes, to assign to the Land, the Project or to any other improvements constructed on the Land, on a nondiscriminatory basis and treated fairly and equally with all other property so classified in the respective counties, a market value in excess of the minimum market value specified in Section 2.01. The Owner agrees not to contest any estimated assessor's estimated value in excess of said minimum market value. 2.03. Substantial Completion. For purposes of this Assessment Agreement and the determination of the market value of the Land and the Project for ad valorem tax purposes, the Owner agrees that the Project shall be deemed to be completed in accordance with the Development Agreement as of , 20_ (the required date of completion), whether in fact completed or not. Section 3. Filing and Certification. 3.01. Assessor Certification. The HRA shall present this Assessment Agreement to the city assessor of the City of Eden Prairie and request such assessor to execute the certification attached hereto as Exhibit C. The Owner shall provide to the assessor all information relating to the Land and the Project requested by the assessor for the purposes of discharging the assessor's duties with respect to the certification. 3.02. Filing. Prior to the recording of any mortgage, security agreement or other instrument creating a lien on the Land and in any event not less than 30 days after the execution of this Assessment Agreement, the Owner shall cause this Assessment Agreement and a copy of Minnesota Statutes, Section 469.177, subdivision 8, attached hereto as Exhibit B, to be recorded in the office of the County Recorder or Registrar of Titles of Hennepin County, and shall pay all costs of such recording. Section 4. Relation to Development Agreement. The covenants and agreements made by the Owner in this Assessment Agreement are separate from and in addition to the covenants and agreements made by the Owner in the Development Agreement and nothing contained herein shall in any way alter, diminish or supersede the duties and obligations of the Owner under the Development Agreement. Section 6. Miscellaneous Provisions. 6.01. Binding Effect. This Assessment Agreement shall inure to the benefit of and shall be binding upon the HRA and the Owner and their respective successors and assigns, and upon all subsequent owners of the Land and the Project. 6.02. Severability. In the event any provision of this Assessment Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 6.03. Amendments, Changes and Modifications. Except as provided in Section 5.04, this Assessment Agreement may be amended or any of its terms modified only by written amendment authorized and executed by the HRA and the Owner and otherwise in compliance with Section 469.177, subdivision 8, of the Act. 6.04. Further Assurances and Corrective Instruments. The HRA and the Owner agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Land or the Project, or for carrying out the expressed intention of this Assessment Agreement. 6.05. Execution Counterparts. This Assessment Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 6.06. Applicable Law. This Assessment Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota. 6.07. Captions. The captions or headings in this Assessment Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Assessment Agreement. 6.08. Effective Date. This Assessment Agreement shall be effective as of , 2017. 6.09. Termination Date. This Assessment Agreement shall terminate upon the termination of the District in accordance with Minnesota Statutes, Section 469.176, subdivision 1. 6.10. Definitions. Terms used with initial capital letters but not defined herein shall have the meanings given such terms in the Development Agreement, unless the context hereof clearly requires otherwise. IN WITNESS WHEREOF, the HRA has caused this Assessment Agreement to be executed in its name by its duly authorized officers and the Owner has caused this Assessment Agreement to be executed in its corporate name. HOUSING AND REDEVELOPMENT IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA By Its Chair By Its Executive Director STATE OF MINNESOTA) ) ss. COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of , 2017, by , the Chair and , the Executive Director respectively of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota, on behalf of the public body. Notary Public TP ELEVATE, LLC, a Minnesota limited liability company By Its Chief Manager STATE OF MINNESOTA ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20_by , the of TP Elevate, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public EXHIBIT A DESCRIPTION OF LAND EXHIBIT B COPY OF MINNESOTA STATUTES, SECTION 469.177, SUBDIVISION 8 Assessment agreements. An authority may enter into a written assessment agreement with any person establishing a minimum market value of land, existing improvements, or improvements to be constructed in a district, if the property is owned or will be owned by the person. The minimum market value established by an assessment agreement may be fixed, or increase or decrease in later years from the initial minimum market value. If an agreement is fully executed before July 1 of an assessment year, the market value as provided under the agreement must be used by the county or local assessor as the taxable market value of the property for that assessment. Agreements executed on or after July 1 of an assessment year become effective for assessment purposes in the following assessment year. An assessment agreement terminates on the earliest of the date on which conditions in the assessment agreement for termination are satisfied, the termination date specified in the agreement, or the date when tax increment is no longer paid to the authority under section 469.176, subdivision 1. The assessment agreement shall be presented to the county assessor, or city assessor having the powers of the county assessor, of the jurisdiction in which the tax increment financing district and the property that is the subject of the agreement is located. The assessor shall review the plans and specifications for the improvements to be constructed, review the market value previously assigned to the land upon which the improvements are to be constructed and, so long as the minimum market value contained in the assessment agreement appears, in the judgment of the assessor, to be a reasonable estimate, shall execute the following certification upon the agreement: The undersigned assessor, being legally responsible for the assessment of the above described property, certifies that the market values assigned to the land and improvements are reasonable. The assessment agreement shall be filed for record and recorded in the office of the county recorder or the registrar of titles of each county where the real estate or any part thereof is situated. After the agreement becomes effective for assessment purposes, the assessor shall value the property under section 273.11, except that the market value assigned shall not be less than the minimum market value established by the assessment agreement. The assessor may assign a market value to the property in excess of the minimum market value established by the assessment agreement. The owner of the property may seek, through the exercise of administrative and legal remedies, a reduction in market value for property tax purposes, but no city assessor, county assessor, county auditor, board of review, board of equalization, commissioner of revenue, or court of this state shall grant a reduction of the market value below the minimum market value established by the assessment agreement during the term of the agreement filed of record regardless of actual market values which may result from incomplete construction of improvements, destruction, or diminution by any cause, insured or uninsured, except in the case of acquisition or reacquisition of the property by a public entity. Recording an assessment agreement constitutes notice of the agreement to anyone who acquires any interest in the land or improvements that is subject to the assessment agreement, and the agreement is binding upon them. An assessment agreement may be modified or terminated by mutual consent of the current parties to the agreement. Modification or termination of an assessment agreement must be approved by the governing body of the municipality. If the estimated market value for the property for the most recently available assessment is less than the minimum market value established by the assessment agreement for that or any later year and if bond counsel does not conclude that termination of the agreement is necessary to preserve the tax exempt status of outstanding bonds or refunding bonds to be issued, the modification or termination of the assessment agreement also must be approved by the governing bodies of the county and the school district. A document modifying or terminating an agreement, including records of the municipality, county, and school district approval, must be filed for record. The assessor's review and certification is not required if the document terminates an agreement. A change to an agreement not fully executed before July 1 of an assessment year is not effective for assessment purposes for that assessment year. If an assessment agreement has been modified or prematurely terminated, a person may seek a reduction in market value or tax through the exercise of any administrative or legal remedy. The remedy may not provide for reduction of the market value below the minimum provided under a modified assessment agreement that remains in effect. In no event may a reduction be sought for a year other than the current taxes payable year. EXHIBIT C ASSESSOR'S CERTIFICATE The undersigned, being the duly qualified and acting assessor of the City of Eden Prairie, Minnesota, hereby certifies that. 1. I am the assessor responsible for the assessment of the Land described in the foregoing Exhibit A; 2. I have read the foregoing Assessment Agreement dated as of 2017; 3. I have received and read a duplicate original of the Development Agreement referred to in the Assessment Agreement; 4. I have received and reviewed the architectural and engineering plans and specifications for the Project agreed to be constructed on the Land pursuant to the Development Agreement; 5. I have received and reviewed an estimate prepared by the Owner of the cost of the Land and the Project to be constructed thereon; 6. I have reviewed the market value previously assigned to the Land on which the Project is to be constructed, and the minimum market value to be assigned to the Land and the Project by the Assessment Agreement is a reasonable estimate; and 7. I hereby certify that the market value assigned to the Land and the Project described on the foregoing Exhibit A by the Assessment Agreement is reasonable and the market value assigned to the Land and the Project, for the assessment January 2, 20_, shall be not less than $ Dated City Assessor, City of Eden Prairie, Minnesota EXHIBIT J AVAILABLE CASH ILLUSTRATION EXHIBIT K CASH ON CASH RETURN EXHIBIT L METRO HOUSING AND REDEVELOPMENT AUTHORITY PAYMENT STANDARDS -UTILITY ALLOWANCE-PORTABILITY CONTRACTS-PIC CONTRCTS- BEDROOM SIZE RESTRICTIONS EXHIBIT M RENT ROLL CERTIFICATE CITY COUNCIL AGENDA DATE: SECTION: Proclamations and Presentations October 3, 2017 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Jay Lotthammer, Director, Donation from Kinderberry Hill IV.A. Parks and Recreation Requested Action Move to: Adopt the resolution accepting the donation in the amount of $1500 from Kinderberry Hill to be used towards 2017 KidStock entertainment and the Summer Musical Honk. Synopsis Kinderberry Hill Child Development Centers has donated $1500 to go towards 2017 KidStock entertainment and the Summer Musical Honk. Background This contribution will make enhancements to programs along with allowing several programs to be available to the community that would not otherwise be possible. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2017- RESOLUTION RELATING TO ACCEPTANCE OF GIFTS BE IT RESOLVED BY THE EDEN PRAIRIE CITY COUNCIL THAT: The gift to the City in the amount of$1500 from Kinderberry Hill Child Development Centers to be used towards 2017 KidStock entertainment and the Sumer Musical Honk is hereby recognized and accepted by the Eden Prairie City Council. ADOPTED by the City Council of the City of Eden Prairie this 3rd day of October, 2017. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk ITEM NO. VI. A. UNAPPROVED MINUTES CITY COUNCIL WORKSHOP AND OPEN PODIUM TUESDAY, SEPTEMBER 19, 2017 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 PLANNING COMMISSION: John Kirk, Mark Freiberg, and Travis Wuttke CITY STAFF: City Manager Rick Getschow, Police Lieutenant Bill Wyffels, Public Works Director Robert Ellis, Community Development Director Janet Jeremiah, Parks and Recreation Director Jay Lotthammer, Communications Manager Joyce Lorenz, City Attorney Ric Rosow, City Planner Julie Klima, City Engineer Rod Rue, and Recorder Cynthia Harder GUESTS: John Houseal,Nick Davis, and Shawn Tapia, Houseal Lavigne Associates Workshop-Heritage Rooms I and II(5:30) I. ASPIRE EDEN PRAIRIE 2040 Mayor Tyra-Lukens called the workshop to order at 5:34 p.m. The City Council, City staff, Planning Commission Members, and the Houseal Lavigne team introduced themselves. Julie Klima, City Planner, thanked everyone for the time to speak about the Aspire Eden Prairie 2040 plan. She said team members from Houseal Lavigne have been helping with community outreach and will be writing content for the Aspire Eden Prairie 2040 plan. John Houseal from Houseal Lavigne said his team has been coordinating with City staff and departments to gather community input through interviews, in-person focus groups, and online surveys. They are before the group to provide an update on where they are and where they are headed with regards to the plan. His team has been finishing up on the community outreach research and is on the verge of starting to write content. They visited Eden Prairie again to meet with stakeholders and the focus groups they had met with in the past to get their feedback one more time in order to make sure the plan is going in the right direction. Houseal commented they have reviewed a consolidation of all the focus group feedback, data collected in the past, and what has been done by the City in the past. He announced preliminary goals and objectives have been delivered to City staff for review, along with additional plan direction and an initial land use plan so his presentation at the workshop is based on the working draft form. Houseal stated the plan will likely include ten chapters, including Eden Prairie Today, a summary of market assessment and a statement of the purpose and intent of the plan; Eden Prairie Tomorrow, a review of the plan's vision, goals, and objectives; Land Use City Council Workshop Minutes September 19, 2017 Page 2 and Development, a very important piece of comprehensive plans examining areas of stability and areas of change; Economic Competitiveness, detailing how to make Eden Prairie a great place to live as well as do business taking into account changing market conditions and government regulations; along with Transportation and Accessibility; Parks, Open Space and Environmental; Housing and Residential; Community Facilities; Water Resources Infrastructure; and Implementation. Houseal noted an executive summary will be provided in the beginning of the document to highlight the purpose and intent of the plan. He noted some goals and objectives may be repeated in multiple chapters and the last chapter, Implementation, will pull ideas from the other chapters. He acknowledged some material may be revised going forward. Changes from the last plan will be pointed out and the reason for the change will be addressed. Houseal said the initial land use mapping plan in under review by City staff as we must be sure to meet Met Council requirements. Met Council does not dictate exactly what cities must do but there are guidelines as to what must be addressed and there are strict requirements regarding housing and residential areas. Aho asked how often Houseal sees such strict requirements. Houseal responded comprehensive planning requirements in other regions generally come from the state-level. He said he believes Met Council's approach for planning at the municipal level is ideal. Houseal classified social equity, heritage preservation, sustainability, and community health as "plan sidebars" and said they would be found throughout the plan's chapters. The idea is to take these quality of life components and sprinkle them into all chapters. Butcher Wickstrom voiced concern of not dedicating a chapter to heritage preservation due in part to the many physical ramifications (buildings, archeological sites, etc.). Case noted he doesn't see heritage preservation tying into some of the other chapters and does not want to lose the value of heritage preservation. Jeremiah agreed it could be beneficial to have a cohesive section on heritage preservation in the Land Use chapter even though it will be a part of other chapters. Butcher Wickstrom said she wants to ensure heritage preservation's presence is not diminished when compared to the City's previous comprehensive plans. Getschow confirmed heritage preservation has not had a dedicated chapter in past plans and in actuality, its presence is being enhanced in the new plan. Houseal said they will investigate if heritage preservation should be its own chapter or if it should be made into a substantial, several page section in many chapters. Many times, they have found heritage preservation cannot be given its due diligence in just one chapter and it has more weight being a part of multiple chapters. Nelson said it is important to assert heritage preservation property is to remain City- owned and is not available for sale. Houseal agreed and noted Nelson's comments were echoed in many of the focus groups. Heritage preservation is a big part of Eden Prairie and he confirmed its importance will not be undersold. Houseal gave a summary of subarea plans, meaning areas in the City more susceptible to change and need more detailed planning analysis. Subareas identified included the Crosstown industrial area, Martin Drive, the landfill, and the Southwest neighborhood City Council Workshop Minutes September 19, 2017 Page 3 commercial areas. The landfill's subarea plan was done by the Pollution Control Agency (PCA) and after extensive outreach, it was determined the Southwest neighborhood was not in favor of adding commercial to the area. In the end, Houseal's team focused on Crosstown industrial and Martin Drive. Houseal believed Crosstown industrial businesses couldn't be better located because they are functional and accessible but not on land usable for redevelopment as residential or office buildings. Industrial areas are valuable to the City and have a limited amount of incremental development. When interviewing these businesses, it was found many want to do little things to improve their property but are hesitant because of zoning requirements. There is opportunity to work with these businesses to encourage upkeep of buildings. Short-term and long-term vision for the area will be detailed in the plan and it was noted through talking with the businesses, there is a desire for sidewalks in this area which is something for the CIP list. Martin Drive is also an industrial business and transportation hub. The part of this subarea with one-story office buildings has potential for future residential or mixed-use due to accessibility and highway visibility. There are currently no sidewalks; sidewalks and intersection improvements are a priority along with better connection to the bike trail and better parking options. Zoning, long-term vision, and landscaping options for the Martin Drive subarea will be addressed in the plan. Nelson asked why review of the Golden Triangle was not included. Jeremiah noted many other studies were done on the Golden Triangle area and recommendations will be included in the Land Use plan instead of in a subarea plan. Nelson asked if proposals for new buildings are considering resilience and energy components to ensure the buildings are maintained well. Houseal commented he reviewed design guidelines from Sustainable Eden Prairie with staff and they will pull those guidelines into the Aspire Eden Prairie 2040 plan. Tyra-Lukens hypothesized if members of a focus group are very passionate about one particular issue, at what point does their zeal get tamed down? Houseal said focus group participants are aware their feedback will not automatically have a home in the plan. He said his team will determine what merits attention by weighing comprehensive research against feedback from resident focus groups so important issues are addressed, nuances get included, and things to be considered are addressed as considerations as opposed to recommendations. The Mayor thanked the Houseal Lavigne team for their presentation. Next, Klima gave a presentation on the MUSA (Metropolitan Urban Service Areas) boundary. She explained the current MUSA line on the west side of the City is circuitous, following a topo line instead of property lines as it does on the other side of town. She said the line bisects properties and raises questions as to what is developable. There is limited development potential for land outside the MUSA. There are homes located outside of the MUSA on septic and well which raises an environmental concern. Klima said as infrastructure gets extended, there may be services for homes outside the MUSA. City Council Workshop Minutes September 19, 2017 Page 4 Klima said staff has analyzed the west side of the MUSA line. There are approximately 77 acres in total below of the MUSA; 28 acres are no touch, 31 acres are steep slope, and 17 acres is neither steep slope nor bluff. Nelson asked if the MUSA line's purpose was originally to halt expansion of cities. Klima said the MUSA was last examined in the late 1990s and appears to have been used as a tool to preserve natural areas as well as allow for some development. Staff is currently proposing a swap as part of Aspire Eden Prairie 2040 to exchange areas with development opportunity on the west side for City-owned areas without development opportunity on the east side of town. Case stated the Council has a lot of history of protecting the bluff and he would want more information as to exactly what land is being considered for a swap. Getschow confirmed this consideration of a MUSA line swap includes the same land discussed in previous workshops. Butcher Wickstrom pointed out the area being discussed has many cultural resources. Case suggested separating the MUSA line discussion from the Aspire Eden Prairie 2040 discussion. Nelson said she wants to protect the bluff, steep slope and floodplains but she is concerned about older homes with septic tanks that may begin dripping down into the river and bluffs. She would like to see these homes have sewer and water access. Case said he would like to talk more about this. Getschow explained the MUSA line was brought up as a self-driven discussion topic. It can be separated from the Aspire Eden Prairie 2040 plan and a future workshop can be devoted for further discussion. Open Podium - Council Chamber (6:30) II. OPEN PODIUM III. ADJOURNMENT ITEM NO. VI. B. UNAPPROVED MINUTES EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY, SEPTEMBER 19, 2017 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 II. PLEDGE OF ALLEGIANCE III. OPEN PODIUM INVITATION IV. PROCLAMATIONS/PRESENTATIONS A. DONATION FROM SAMPSON FAMILY (Resolution No. 2017-94) Lotthammer said in 2008 the City received a gift of the Art Center from the Sampson family. Since then, they have continued to provide support for the Art Center. This is a$10,222.34 donation towards the purchase of a glass kiln, a remodel of a workspace for art instructors, and new chairs for the classrooms. MOTION: Nelson moved, seconded by Case, to adopt Resolution No. 2017-94 accepting the donation in the amount of$10,222.34 from the Sampson Family to go toward Art Center equipment. Motion carried 5-0. B. DONATION FROM BRANDI WARMBIER STATE FARM INSURANCE AGENCY (Resolution No. 2017-95) Lotthammer said the Brandi Warmbier State Farm Insurance Agency is donating $250 towards the Spooky Saturday program. MOTION: Aho moved, seconded by Butcher Wickstrom, to adopt Resolution No. 2017-95 accepting the donation of$250 from Brandi Warmbier State Farm Insurance Agency toward the Spooky Saturday program. Motion carried 5-0. CITY COUNCIL MINUTES September 19, 2017 Page 2 V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS Getschow said Item VIII.H. is not ready and should be removed from the Consent Calendar. Aho added Item XIV.A.1. Tyra-Lukens added Item XIV.A.2. MOTION: Butcher Wickstrom moved, seconded by Case, to approve the agenda as amended. Motion carried 5-0. VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, SEPTEMBER 5, 2017 MOTION: Aho moved, seconded by Nelson, to approve the minutes of the City Council workshop held Tuesday, September 5, 2017. Motion carried 5-0. B. CITY COUNCIL MEETING HELD TUESDAY, SEPTEMBER 5, 2017 MOTION: Case moved, seconded by Butcher Wickstrom, to approve the minutes of the City Council meeting held Tuesday, September 5, 2017. Motion carried 5-0. VII. REPORTS OF ADVISORY BOARDS AND COMMISSIONS VIII. CONSENT CALENDAR A. CLERK'S LICENSE LIST B. APPROVE SECOND READING OF ORDINANCE NO. 17-2017 AMENDING CITY CODE CHAPTER 11 RELATING TO PARKS AND OPEN SPACE ZONING DISTRICT AND ADOPT RESOLUTION NO. 2017-96 APPROVING SUMMARY ORDINANCE FOR PUBLICATION C. ADOPT RESOLUTION NO. 2017-97 APPROVING EXTENSION OF PRELIMINARY PLAT FOR EDEN HEIGHTS EAST D. ADOPT RESOLUTION NO. 2017-98 DECLARING COSTS TO BE ASSESSED, ORDERING PREPARATION OF 2017 SPECIAL ASSESSMENT HEARING ROLLS,AND SETTING HEARING DATE E. ADOPT RESOLUTION NO. 2017-99 REQUESTING AN ADMINISTRATIVE VARIANCE FROM STATE AID STANDARDS TO ALLOW A BID OPENING TO OCCUR PRIOR TO RECEIVING A SIGNED TITLE SHEET F. APPROVE PROFESSIONAL SERVICES AGREEMENT WITH ERICKSON ENGINEERING FOR 2018-2019 BRIDGE SAFETY INSPECTION SERVICES CITY COUNCIL MINUTES September 19, 2017 Page 3 G. AWARD CONTRACT TO INTEGRITY REMODELING& DESIGN GROUP LLC FOR INSTALLATION OF RAINWATER HARVESTING EQUIPMENT AT FIRE STATION 2 H. APPROVE SIRE SOFTWARE MAINTENANCE AGREEMENT WITH HYLAND I. APPOINT ALYSSA MEINERS TO HERITAGE PRESERVATION COMMISSION AS A 2017-2018 STUDENT COMMISSIONER MOTION: Butcher Wickstrom moved, seconded by Case, to approve Items A-G and Item I on the Consent Calendar. Motion carried 5-0. IX. PUBLIC HEARINGS/MEETINGS A. REDEVELOPMENT PLAN MODIFICATION, ESTABLISHMENT OF TIF DISTRICT,AND ADOPTION OF TIF PLAN FOR ELEVATE AT SOUTHWEST STATION Getschow said the Elevate at Southwest Station project was before the City Council at a previous meeting. Timberland Partners (Elevate LLC) is requesting Tax Increment Financing (TIF) for a mixed-use project that meets the criteria for a New Housing TIF District and use of Pooled Housing TIF. The proposal includes redevelopment of two existing buildings at Southwest Station into a new 6-story building with 222 apartment units over structured parking and approximately 13,000 square feet of restaurant and commercial space. Tonight's public hearing needs to be held for consideration of the TIF. The HRA/City Council will formally consider the TIF documents in October. Jeremiah gave a PowerPoint overview of the TIF plan. She said this public hearing is held to consider amendments to the TIF plans and modification of the Redevelopment Project Area No. 5. She displayed a map of the redevelopment area and pointed out the specific area involved with this project, which is located at the corner of Prairie Center Drive and Technology Drive. The TIF plan provides several parameters from State law that we can use. The TIF agreement provides more specificity for the project, and the Council will see those details at the October 3 meeting. The apartments will be mixed income units throughout the project, and 20% of the apartments in the project would be available and affordable to households earning less than 50% of the area median income. Some of the units will be market rate apartments that meet the 80% affordability rule. A minimum of eight of the affordable units must be two bedroom units, 17 must be one bedroom units and no more than 20 may be studios. The affordable units will be dispersed throughout the building, and those units will be available to prospective tenants who meet the income parameters. The maximum rent of the affordable units will be controlled. Jeremiah said the applicant applied for a $8,770,000 district over a period of 26 CITY COUNCIL MINUTES September 19, 2017 Page 4 years. After reviewing the proposal, staff suggested limiting the beginning TIF to 20 years for an amount of$7,700,000. The City could continue to collect TIF funds for the remaining six years or could close out the project at that point. The applicant also requested $500,000 in Pooled Housing TIF, of which 90%would go to the developer and 10 %would be held for administration. They are asking for the Pooled Housing TIF as a loan with a 1% simple interest rate. She noted there are specific regulations in regards to paying back the TIF. Jeremiah said the proponent asked for some waivers regarding park dedication fees for the project. Staff thought it was logical to waive those fees for the affordable units. The proponent will provide a total of$872,000 of park dedication fees. There is a proposal in the TIF agreement to defer payment of the fees and to collect it out of surplus cash flow once the project starts to generate normal returns. She said other public funding has been requested, including $550,000 in County funds and a $750,000 Metropolitan Council grant. Aho asked Ms Jeremiah to summarize Tax Increment Financing. Jeremiah replied there are two existing businesses on the property that are generating taxes today. The term"increment"is the difference between what would come from future taxes and what the taxes are today. The new increment is used to pay the extraordinary costs of this development and to encourage the developer to hold the maximum rates on the affordable units. Case noted this is an exciting project for the City that will bring a lot of things together. He asked if cash park fees are collected on the residential properties or the commercial ones. Getschow replied they are collected on both. Case then asked if we continue to collect cash park fees on the same piece of land that is redeveloped because that seems like we would be collecting the same tax on the same property. Rosow replied there is increased demand on our system because of the additional residential units. Case asked what would happen if the apartment buildings were torn down and a warehouse built on the land. Rosow said we have not had that situation but there might not be an impact in that case. Case noted this project has already had some impact and asked if this is a lower cash park fee than would have been paid on the original site. Rosow said they are asking for additional consideration from the City that would not have been given otherwise and that will have a tremendous impact on the park system. In return for granting the consideration we are asking for the fees. Jeremiah said we did not ask for cash park fees on the commercial piece of the property as that had already been paid by the previous businesses. There were no comments from the audience. MOTION: Case moved, seconded by Butcher Wickstrom, to close the public hearing, and to direct staff to include the Redevelopment Plan modification for Redevelopment Project Area No. 5, establishment of TIF District 22, and adoption of a TIF plan and agreement for Elevate at Southwest Station on the October 3, 2017 HRA/City Council meeting agenda. Motion carried 5-0. CITY COUNCIL MINUTES September 19, 2017 Page 5 X. PAYMENT OF CLAIMS MOTION: Butcher Wickstrom moved, seconded by Case, 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." Nelson commended staff for presenting the claims list in a way that makes it easy for the Council Members to understand. XI. ORDINANCES AND RESOLUTIONS XII. PETITIONS, REQUESTS, AND COMMUNICATIONS XIII. APPOINTMENTS XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS 1. I-494 Corridor Commission Joint Powers Agreement—Council Member Aho Aho said he serves on the I-494 Corridor Commission, and the Commission recently rewrote their Joint Powers Agreement between the five member cities. They needed to update the plan to represent how they are currently operating. He will send the updated agreement to staff to distribute to all Council Members. He noted the revised agreement will need to be approved at the next meeting. 2. Crosswalk Needed on Columbine and Fountain Place—Mayor Tyra- Lukens Tyra-Lukens said she was recently driving down Columbine by Fountain Place and noted the steady stream of cars on Columbine Road. There is no crosswalk on Columbine by Fountain Place, so there is no place for active seniors or children to cross safely. She asked staff to look at the possibility of getting a crosswalk in there some place, even if it would require a flashing light or a stop sign at the intersection. B. REPORT OF CITY MANAGER 1. Adopt Resolution No. 2017-100 Approving Energy Action Plan For Eden Prairie Getschow said, as part of the Sustainable Eden Prairie project, the City of Eden Prairie participated in Xcel Energy's Partners in Energy(PiE)program CITY COUNCIL MINUTES September 19, 2017 Page 6 to develop an Energy Action Plan that identifies community-wide goals and strategies for renewable energy and energy efficiency. The Energy Action Plan prioritizes three focus areas to promote electricity and natural gas conservation: residential energy; large commercial and industrial buildings; and public, nonprofit and service organizations. The goals and strategies outlined for each of these focus areas aim to reduce communitywide greenhouse gas emissions, improve quality of life for Eden Prairie residents and increase the economic vitality of Eden Prairie businesses. He noted there were many groups involved in the Energy Action Team that developed the plan, including Xcel Energy, major businesses, City staff, City Commissions, and Council Member Nelson. The previous sustainability plan, 20/40/15, involved just the City facilities. He introduced Elena Foshay, Community Facilitator for Xcel's PiE program. Ms Foshay gave a PowerPoint presentation reviewing the Energy Action Plan. She said the Energy Action Team met over a period of five months to identify focus areas, to develop goals and strategies, and to advise on implementation. She presented statistics about the baseline energy use for the City, which is split 43%residential use and 57% commercial/industrial use. She noted Eden Prairie is near the top of a list of cities ranked for total household energy use. Ms Foshay reviewed the goals and strategies for the plan. The goal set by the plan for residential is for 75% of Eden Prairie households to participate in at least one renewable or energy efficiency program by 2025. There will be a community wide marketing campaign for the plan with a community-wide energy challenge. In addition, the plan includes encouraging efficiency and renewability in new construction and renovation. There is a goal to have 50% of the large commercial/industrial users participate in Xcel Energy programs by 2025. The goal for the public, nonprofit and service organizations is to reduce energy use 20%by 2025. Overall, the efforts are expected to lead to a 30%reduction in greenhouse gases by 2025 and an 80%reduction by 2050. Ms Foshay said they will continue to use the Sustainable Eden Prairie award to recognize leadership in the three sectors and will look for additional opportunities to recruit community volunteers. Going forward, Xcel will continue to work with the City for the next 18 months by providing marketing and communications assistance, data tracking/measurement, program expertise and project management. The team plans to meet with the City Council and the City Commissions. Butcher Wickstrom commented the report was fantastic and thanked all the participants on the Energy Action Team. She said outreach would be very important and suggested the Fall Harvest Festival as a good venue to promote the program. Ms Foshay said the City would be in charge of setting up a booth and Xcel's job would be to help put together materials and train volunteers. CITY COUNCIL MINUTES September 19, 2017 Page 7 Tyra-Lukens noted it was great that the plan was done collaboratively with business leaders, staff and community groups. She asked if this sort of thing is happening all over the country. Ms Foshay said there are 15 cities in Minnesota that are in the process of developing a plan, and Xcel also offers it in Colorado. Getschow commented each city's plan is unique to that community, and each has different goals and strategies. The key to the plan is to tap into what is out there without spending a lot of money. There are some possible expenditures anticipated for future projects, but those would be $10,000 or less. There is a paid administrative internship in the budget who will be assigned to work with the plan. He said there will be some more initiatives coming forward, and there may be some financial commitments with those. Nelson said she was very pleased to be part of the Energy Action Team. A lot of the energy savings boils down to people find ways to use less energy in homes. We need to get people thinking about doing those things so they can help the energy situation while saving some money for their families. MOTION: Case moved, seconded by Nelson, to adopt Resolution No. 2017-100 approving the Energy Action Plan for Eden Prairie. Motion carried 5-0. C. REPORT OF COMMUNITY DEVELOPMENT DIRECTOR D. REPORT OF PARKS AND RECREATION DIRECTOR E. REPORT OF PUBLIC WORKS DIRECTOR F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT MOTION: Case moved, seconded by Aho,to adjourn the meeting. Motion carried 5-0. Mayor Tyra-Lukens adjourned the meeting at 7:56 p.m. CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 3, 2017 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Community Development/Planning Elevate at Southwest Station VIII.A. Janet Jeremiah/Julie Klima and Beth Novak-Krebs Requested Action Move to: • Approve 2nd Reading of the Ordinance for Planned Unit Development District Review with waivers and a Zoning District Change from Com-Reg- Ser to TOD-R on 2.93 acres; and • Adopt Resolution for Site Plan Review on 2.93 acres and Development Agreement; and • Adopt Resolution to Modify the Redevelopment Plan for Redevelopment Project Area No. 5 and Establishing Tax Increment Financing District No. 22 (Elevate Apartments) and Adopting a Tax Increment Financing Plan. Synopsis This is final approval of the Development Agreement and plans for the construction of a six story building with 222 residential units and approximately 13,000 square feet of retail/restaurant development located at 12900 and 12950 Technology Drive. Background The 120-Day Review Period Expires on October 12, 2017. Attachments Ordinance for PUD District Review with waivers and Zoning District Change Summary Ordinance Resolution for Site Plan Review Resolution to Modify the Redevelopment Plan Development Agreement ELEVATE AT SOUTHWEST STATION CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA ORDINANCE NO. 18-2017-PUD-4-2017 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 Com-Reg-Ser Zoning District and be placed in the TOD-R Zoning District 18-2017-PUD-4-2017 (hereinafter "PUD-4-20 1 7-TOD-R"). Section 3. The land shall be subject to the terms and conditions of that certain Development Agreement dated as of September 28 2017 entered into between TP Elevate LLC and the City of Eden Prairie, (hereinafter"Development Agreement"). The Development Agreement contains the terms and conditions of PUD-4-2017-TOD-R, and are hereby made a part hereof. Section 4. The City Council hereby makes the following findings: A. PUD-4-2017-TOD-R is not in conflict with the goals of the Comprehensive Guide Plan of the City. B. PUD-4-2017-TOD-R is designed in such a manner to form a desirable and unified environment within its own boundaries. C. The exceptions to the standard requirements of Chapters 11 and 12 of the City Code that are contained in PUD-4-2017-TOD-R are justified by the design of the development described therein. D. PUD-4-2017-TOD-R 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 Com-Reg-Ser Zoning District, and placed in the TOD-R Zoning District and shall be included hereafter in the Planned Unit Development PUD-4-2017-TOD-R and the legal descriptions of land in each district referred to in City Code Section 11.03, subdivision 1, subparagraph B, shall be and are amended accordingly. Section 6. City Code Chapter 1 entitled"General Provisions and Definitions Applicable to the Entire City Code Including Penalty for Violation" and Section 11.99 entitled "Violation a Misdemeanor" are hereby adopted in their entirety by reference, as though repeated verbatim herein. Section 7. This Ordinance shall become effective from and after its passage and publication. FIRST READ at a regular meeting of the City Council of the City of Eden Prairie on the 8th day of August, 2017, and finally read and adopted and ordered published in summary form as attached hereto at a regular meeting of the City Council of said City on the 3rd day of October, 2017. ATTEST: Kathleen Porta, City Clerk Nancy Tyra-Lukens, Mayor PUBLISHED in the Eden Prairie News on , 2017. EXHIBIT A LEGAL DESCRIPTION: Lots 1 and 2, Block 1, Southwest Station 2nd Addition EXHIBIT A CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA SUMMARY OF ORDINANCE -2017 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 at 12900 and 12950 Technology Drive from Com-Reg-Ser to TOD-R. 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 , 2017. (A full copy of the text of this Ordinance is available from City Clerk.) EXHIBIT A LEGAL DESCRIPTION PRIOR TO FINAL PLAT: Lots 1 and 2, Block 1, Southwest Station 2nd Addition LEGAL DESCRIPTION FOLLOWING FINAL PLAT: Lot 1, Block 1, Elevate at SouthWest Station CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2017- A RESOLUTION GRANTING SITE PLAN APPROVAL FOR ELEVATE AT SOUTHWEST STATION BY TIMBERLAND PARTNERS WHEREAS, Timberland Partners has applied for Site Plan approval of Elevate at SouthWest Station to construct a 6 story, 222 residential unit, approximately 13,000 square foot retail/restaurant project, by an Ordinance approved by the City Council on October 3, 2017; and WHEREAS, the Planning Commission reviewed said application at a public hearing at its July 10, 2017 meeting and recommended approval of said site plans; and WHEREAS, the City Council has reviewed said application at a public hearing at its August 8, 2017 meeting. NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE,that site plan approval is granted to Timberland Partners based on the Development Agreement between TP Elevate LLC and the City of Eden Prairie, reviewed and approved by the City Council on October 3, 2017. ADOPTED by the City Council of the City of Eden Prairie this 3rd day of October, 2017. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY OF EDEN PRAIRIE HENNEPIN COUNTY STATE OF MINNESOTA RESOLUTION NO.2017-_ RESOLUTION ADOPTING A MODIFICATION TO THE REDEVELOPMENT PLAN FOR REDEVELOPMENT PROJECT AREA NO. 5 AND ESTABLISHING TAX INCREMENT FINANCING DISTRICT NO. 22 (ELEVATE APARTMENTS) THEREIN AND ADOPTING A TAX INCREMENT FINANCING PLAN THEREFOR. BE IT RESOLVED by the City Council(the "Council") of the City of Eden Prairie,Minnesota (the "City"),as follows: Section 1. Recitals. 1.01. The Board of Commissioners of the Eden Prairie Housing and Redevelopment Authority (the "HRA")has heretofore established Redevelopment Project Area No. 5 and adopted a Redevelopment Plan therefor. It has been proposed by the HRA and the City that the City adopt a Modification to the Redevelopment Plan(the "Redevelopment Plan Modification") for Redevelopment Project Area No. 5 (the "Project Area")and establish Tax Increment Financing District No. 22 (Elevate Apartments)(the "District")therein and adopt a Tax Increment Financing Plan(the "TIF Plan")therefor(the Redevelopment Plan Modification and the TIF Plan are referred to collectively herein as the "Plans"); all pursuant to and in conformity with applicable law, including Minnesota Statutes, Sections 469.001 to 469.047 and Sections 469.174 to 469.1794, all inclusive, as amended, (the "Act") all as reflected in the Plans, and presented for the Council's consideration. 1.02. The HRA and City have investigated the facts relating to the Plans and have caused the Plans to be prepared. 1.03. The HRA and City have performed all actions required by law to be performed prior to the establishment of the District and the adoption and approval of the proposed Plans, including,but not limited to,notification of Hennepin County and Independent School District No. 272 having taxing jurisdiction over the property to be included in the District, approval of the Plans by the HRA on September 18,2017,and the holding of a public hearing upon published notice as required by law. 1.04. Certain written reports (the"Reports")relating to the Plans and to the activities contemplated therein have heretofore been prepared by staff and consultants and submitted to the Council and/or made a part of the City files and proceedings on the Plans. The Reports include data,information and/or substantiation constituting or relating to the basis for the other findings and determinations made in this resolution. The Council hereby confirms,ratifies and adopts the Reports,which are hereby incorporated into and made as fully a part of this resolution to the same extent as if set forth in full herein. 1.05. The City is not modifying the boundaries of Project Area,but is however,modifying the Redevelopment Plan therefor. Section 2. Findings for the Adoption and Approval of the Redevelopment Plan Modification. 2.01. The Council approves the Redevelopment Plan Modification, and specifically finds that: (a)the land within the Project Area would not be available for redevelopment without the financial aid to be sought under this Redevelopment Plan; (b)the Redevelopment Plan,as modified,will afford maximum opportunity, consistent with the needs of the City as a whole, for the development of the Project Area by private enterprise; and(c)that the Redevelopment Plan,as modified, conforms to the general plan for the development of the City as a whole. Section 3. Findings for the Establishment of Tax Increment Financing District No. 22 (Elevate Apartments). 3.01. The Council hereby finds that Tax Increment Financing District No. 22 (Elevate Apartments) is in the public interest and is a"housing district"under Minnesota Statutes, Section 469.174, Subd. 11 of the Act. 3.02. The Council further finds that the proposed development would not occur solely through private investment within the reasonably foreseeable future,that the Plans conform to the general plan for the development or redevelopment of the City as a whole; and that the Plans will afford maximum opportunity consistent with the sound needs of the City as a whole,for the development or redevelopment of the District by private enterprise. 3.03. The Council further finds, declares and determines that the City made the above findings stated in this Section and has set forth the reasons and supporting facts for each determination in writing, attached hereto as Exhibit A. Section 4. Public Purpose. 4.01. The adoption of the Plans conforms in all respects to the requirements of the Act and will help fulfill a need to develop an area of the City which is already built up,to provide housing opportunities,to improve the tax base and to improve the general economy of the State and thereby serves a public purpose. For the reasons described in Exhibit A,the City believes these benefits directly derive from the tax increment assistance provided under the TIF Plan. A private developer will receive only the assistance needed to make this development financially feasible. As such, any private benefits received by a developer are incidental and do not outweigh the primary public benefits. Section 5. Approval and Adoption of the Plans. 5.01. The Plans, as presented to the Council on this date, including without limitation the findings and statements of objectives contained therein, are hereby approved,ratified, established,and adopted and shall be placed on file in the office of the Finance Manager. 5.02. The staff of the City,the City's advisors and legal counsel are authorized and directed to proceed with the implementation of the Plans and to negotiate, draft,prepare and present to this Council for its consideration all further plans,resolutions,documents and contracts necessary for this purpose. 5.03 The Auditor of Hennepin County is requested to certify the original net tax capacity of the District,as described in the Plans, and to certify in each year thereafter the amount by which the original net tax capacity has increased or decreased; and the HRA is authorized and directed to forthwith transmit this request to the County Auditor in such form and content as the Auditor may specify,together with a list of all properties within the District,for which building permits have been issued during the 18 months immediately preceding the adoption of this resolution. 5.04. The City Clerk is further authorized and directed to file a copy of the Plans with the Commissioner of the Minnesota Department of Revenue and the Office of the State Auditor pursuant to Minnesota Statutes 469.175, Subd. 4a. ADOPTED by the City Council of the City of Eden Prairie this 3rd day of October,2017. Nancy Tyra-Lukens,Mayor ATTEST: Kathleen Porta, City Clerk EXHIBIT A RESOLUTION NO. 2017- The reasons and facts supporting the findings for the adoption of the Tax Increment Financing Plan for Tax Increment Financing District No. 22(Elevate Apartments),as required pursuant to Minnesota Statutes, Section 469.175, Subdivision 3 are as follows: 1. Finding that Tax Increment Financing District No. 22 (Elevate Apartments) is a housing district as defined in M.S., Section 469.174, Subd. 11. TIF District No. 22 (Elevate Apartments) consists of two parcels. The development will consist of approximately 222 apartment units and 13,266 square feet of commercial space. A portion of the housing units will receive tax increment assistance and will meet income restrictions described in M.S. 469.1761. At least 20 percent of the units (45 apartments)receiving assistance will have incomes at or below 50 percent of statewide median income. Appendix E of the TIF Plan contains background for the above finding. 2. Finding that the proposed development, in the opinion of the City Council, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future. The proposed development, in the opinion of the City, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future: This finding is supported by the fact that the development proposed in this plan contains affordable,workforce housing units that meet the City's objectives for development. The cost of land acquisition, site and public improvements and construction makes this housing development infeasible without City assistance. The cost of land acquisition and construction are the same for workforce housing units as they are for market rate projects. The decreased rental income from the affordable units, means there is less cash flow available to service the operating and debt expenses for the project. The leaves a gap in funding for the project. The need to offset this reduction in rents for the workforce housing units makes this housing development feasible only through assistance, in part, from tax increment financing. The developer was asked for and provided a letter and a pro forma as justification that the project would not have gone forward without tax increment assistance. The increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of the TIF District permitted by the TIF Plan: This finding is justified on the grounds that the costs of acquisition,building demolition, site improvements, utility improvements and construction of affordable housing add to the total redevelopment cost. Historically,the costs of site and public improvements, as well as high market rate rents in the City have made development of affordable housing infeasible without tax increment assistance. Although other projects could potentially be proposed,the City reasonably determines that no other redevelopment of similar scope providing the desired affordability can be anticipated on this site without substantially similar assistance being provided to the development. 3. Finding that the TIF Plan for Tax Increment Financing District No. 22 (Elevate Apartments) conforms to the general plan for the development or redevelopment of the municipality as a whole. The City finds that the TIF Plan conforms to the general development plan of the City. The TIF Plan is consistent with amendments approved by the City Council to the Comprehensive Guide Plan and zoning. 4. Finding that the TIF Plan for Tax Increment Financing District No. 22 (Elevate Apartments) will afford maximum opportunity, consistent with the sound needs of the City as a whole,for the development or redevelopment of Redevelopment Project Area No. 5 by private enterprise. The project to be assisted by the District will result in diversified housing opportunities and increased employment and increased tax base in the City and the State of Minnesota, and the addition of a high-quality development to the City. V f DEVELOPMENT AGREEMENT Elevate at SouthWest Station THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into as of 2017, by TP Elevate, 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 Commercial Regional Service to TOD on 2 . 93 acres, Planned Unit Development Concept Review on 2 . 93 acres, Planned Unit Development District Review with waivers on 2 . 93 acres , Zoning District Change from Commercial Regional Service to TOD -R Zoning District on 2 . 93 acres , Site Plan Review on 2 . 93 acres, and Preliminary Plat of 2 . 93 acres into 1 lot, 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 Commercial Regional Service to TOD -R on 2 . 93 acres, Resolution No . for Site Plan Review, 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 reviewed and approved by the City Council on (hereinafter the "Plans " ) and identified on Exhibit B , subject to such changes and modifications as provided herein . 1 Elevate at SouthWest Station Date of Approval 2 . EXHIBIT C : Developer agrees to the terms , covenants , agreements , and conditions set forth in Exhibit C . 3 . BUILDING USE : Developer agrees to a maximum of 2 restaurant uses for the site as depicted on the Plans . The Plan further depicts 2 retail/commercial uses , which collectively total 5 , 110 square feet. The restaurant uses shall not collectively exceed 8 ,421 square feet . The combined restaurant and retail/commercial/ uses shall not exceed 13 , 531 square feet. Notwithstanding the foregoing, Developer shall be permitted to exceed any of the above thresholds by two (2 %) percent in this paragraph without needing to obtain approval of the City provided the change in square footage does not require the additional parking stalls that are not available on the Property. The number of retail/commercial uses may increase or decrease from the number set forth in the Plans so long as such uses comply with all the requirements of City Code Chapter 11 . Under this Agreement, the PUD and all approvals granted in connection therewith, the retail/commercial use does not include restaurant use . 4 . CROSS ACCESS AND MAINTENANCE AGREEMENT : The property is currently subject to certain easements and Declarations of Reciprocal Easements , Covenants, Conditions and Restrictions which cover among other matters cross access, joint vehicle access, parking, maintenance in parking areas, driveways , private utilities, ponds and storm sewers and maintenance agreements , all identified on Exhibit E hereto (hereinafter referred to as "Declarations and h,asements ") . All of the facilities mentioned immediately above that are located on the Property shall be privately owned and maintained by the Developer . No amendment to the Declarations and Easements shall be filed against the Property with the Hennepin County Recorder ' s Office until approved in writing by the City Engineer. 5 . 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 . 6 . 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 in relation to the Project, this Agreement or the Property . Developer 2 Elevate at South West Station Date bfApproval { shall not be released from its responsibilities to release, defend and indemnify because of any inspection, review or approval by City . 7 . PRIVATE SIDEWALK FOR PUBLIC USE : Prior to the release of any final plat for the Property, Developer shall execute an Easement for pedestrian purposes and maintaining a 5 foot clear zone for pedestrians along the retail promendade to provide connections from the public right of way to the transit service, in the foam attached hereto as Exhibit F . After approval by the City, Developer shall file the Easement with the Hennepin County Recorder ' s Office 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 Easement described in this Section 7 has been recorded in the Hennepin County Recorder ' s Office . 8 . ENCROACHMENT AGREEMENT : Portions of the sidewalk, plaza, landscaping and other site amenities, as indicated on Exhibit B plans, are located within the right of way at the intersection of Prairie Center Drive and Technology Drive . Prior to the release of the final plat the Developer shall execute an " Encroachment and Maintenance Agreement" in the form attached hereto as Exhibit D and shall file the Encroachment and Maintenance Agreement with the Hennepin County Recorder ' s Office 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 . 9 . EXISTING DEVELOPMENT AGREEMENT : This Development Agreement supersedes that certain prior Development Agreement between the City and Anchor Bank, National Association, pertaining to Lot 1 , Block 1 , Southwest Station 2nd Addition, dated April 20 , 2010 , filed May 3 , 2010 as document number A9508346 with the Hennepin County Recorder ' s Office and that certain Development Agreement dated November 12 , 2002 between NAP Southwest Station LLC and the City as it pertains to Lot 2, Block 1 , Southwest Station 2nd Addition, each, attached hereto as Exhibit G. 10 . EXTERIOR MATERIALS : Prior to building permit issuance, Developer shall submit to the City Planner, and receive the City Planner' s written approval of a plan depicting exterior materials and colors to be used on the buildings on the Property. P Prior to issuance of any occupancy permit for the Property, Developer shall complete implementation of the approved exterior materials and colors plan in accordance with the terms and conditions of Exhibit C , attached hereto . 11 . FINAL PLAT : The final plat of the Property shall be recorded with the Hennepin County Recorder ' s Office within 90 days of approval by the City Council or within 2 years of approval of the Preliminary Plat, whichever occurs first . If the final plat is not 3 Elevate at South West Station Date of Approval filed within the specified time, the City Council may, upon ten days written notice to the Developer, consider a resolution revoking the approval . 12 . GRADING, DRAINAGE, AND STORMWATER POLLUTION PREVENTION PLANS : A . FINAL GRADING AND DRAINAGE PLAN : Developer agrees that the grading and drainage plan contained in the Plans is conceptual . Prior to the release of a land alteration permit for the Property, Developer shall submit and obtain the City Engineer' s written approval of a final grading and drainage plan for the Property . The final grading and drainage plan shall include all wetland information, including wetland boundaries , wetland buffer strips and wetland buffer monument locations ; all Stormwater Facilities (defined below) ; and any other items required by the application for and release of a land alteration permit. All design calculations for stotin water quality and quantity together with a drainage area map shall be submitted with the final grading and drainage plan . Developer shall furnish to the City Engineer and receive the City Engineers ' written approval of a security in the form of a bond, cash escrow, or letter of credit, equal to 125 % of the cost of said improvements as required by City Code . Prior to release of the grading security, Developer shall certify to the City that the Stounwater 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 r' 4 Elevate at South West Station Date of Approval thereafter by the Owner of the Property . Planting and Maintenance Plans for the Stormwater Facilities (where appropriate) to ensure that the Stoiinwater 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 "Minnesota Stormwater Manual" current edition, 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 . 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 ff 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 1/2 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 . Stotinwater Infiltration Systems that are constructed under a building shall be designed for maintenance access and installed in conformance with the standards 5 Elevate at South West Station Date of Approval outlined in The Minnesota Stormwater Manual, current edition, and/or the Plans . The System shall be kept off-line until construction is complete . 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 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 Kf 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 G' Stormwater Facility shall be restored to its original design and/or the infiltration capacity of the underlying soils must be restored and anysurface disturbance must p Y Y g be stabilized within one year of the inspection date . 6 Elevate at South West Station Date of Approval Sediment, debris , litter or vegetation removal in Stormwater Infiltration Systems shall to the extent practical be removed by hand 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 . For any situations in which hand removal is not practical, Developer shall identify in the Stormwater Maintenance Plan procedures that will be implemented to protect functionality of the Stormwater Infiltration Systems . After the two year period of maintenance, the Owner of the Property shall continue to be responsible for maintenance of the Storrwater 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 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 to the extent practical be removed by hand . For any situations in which hand removal is not practical, Developer shall identify in the Stormwater Maintenance Plan procedures that will be implemented to protect functionality of the Stormwater Infiltration Systems . 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 . 13 . NOISE AND LIGHTING MITIGATION : Any noise and/or lighting mitigation required or requested for the Property shall be the sole responsibility of the Developer 14 . IRRIGATION PLAN : Developer shall submit to the City Planner and receive the City Planner' s written approval of a plan for irrigation of the landscaped areas on the Property . The irrigation plan shall be designed so that water is not directed on or over public trails and sidewalks . Developer shall complete implementation of the approved irrigation plan in accordance with the terns and conditions of Exhibit C prior to issuance of any occupancy permit for the Property. 7 Elevate at SouthWest Station Date of Approval 15 . LANDSCAPE PLAN : Prior to building permit issuance, the Developer shall submit to the City Planner and receive the City Planner' s written approval of a final landscape plan for the Property and Encroachment Agreement area depicting a total of 226 caliper inches , provided, if submittal and approval are delayed because of LRT construction activities as described in Section 30 herein, Developer shall be issued a temporary occupancy permit so long as Developer fulfills all other conditions for issuance of a temporary occupancy permit. The approved landscape plan shall be consistent with the quantity, type, and size of plant materials shown on the landscape plan on the Plans . Developer shall furnish to the City Planner and receive the City Planner' s written approval of a security in the form of a bond, cash escrow, or letter of credit, equal to 150 % of the cost of said improvements as required by City Code . The installation of the landscaping shall conform to the approved landscape plan including but not limited to the size, species and location. Any changes , including but not limited to removal and relocation, to the landscaping plan or landscaping installed on the Property shall be reviewed and approved by the City prior to implementing said changes . Prior to issuance of any occupancy permit for the Property, Developer shall complete implementation of the approved landscape plan in accordance with the terms and conditions of Exhibit C . 16 . MECHANICAL EQUIPMENT SCREENING : Developer shall submit to the City Planner, and receive the City Planner' s written approval of a plan for screening of mechanical equipment on the Property . For purposes of this paragraph, " mechanical equipment " includes gas meters , electrical conduit, water meters, and standard heating, ventilating, and air-conditioning units . Security to guarantee construction of said screening shall be included with that provided for landscaping on the Property, in I. accordance with City Code requirements . Developer shall complete implementation of the approved plan prior to issuance of any occupancy permit for the Property . If, after completion of construction of the mechanical equipment screening, it is determined by the City Planner, in his or her sole discretion, that the constructed screening does not meet the Code requirements to screen mechanical equipment from public streets and differing, adjacent land uses, then the City Planner shall notify Developer and Developer shall take corrective action to reconstruct the mechanical (, equipment screening in order to cure the deficiencies identified by the City Planner . Developer agrees that the City will not release the security provided until Developer completes all such corrective measures . 17 . OTHER AGENCY APPROVALS : The Developer shall be responsible for submitting to the City Engineer, copies of all necessary approvals issued by other agencies for the project. These submittals are required prior to issuance by the City of the corresponding City permit(s) . The agencies issuing such approvals include, but are not necessarily limited to , the following : the Minnesota Pollution Control Agency, Metropolitan Council, 8 Elevate at SOuthWest Station Date of Approval and Riley Purgatory Bluff Creek Watershed District . 18 . INTENTIONALLY OMITTED . 19 . PERFORMANCE STANDARDS : Developer agrees that the Property will be operated in a manner meeting all applicable noise, vibration, dust and dirt, smoke, odor and glare laws and regulations . Developer further agrees that the facility upon the Property shall be operated so noise, vibration, dust and dirt, smoke, odor and glare do not go beyond the Property boundary lines . 20 . SHARED PARKING SPACES : Pursuant to the documents set forth below, the Property is encumbered with a non-exclusive easement to provide 40 parking stalls to and for the benefit of Lot 2, Block 1 , Southwest Station, Hennepin County, Minnesota : a. Declaration of Covenants , Conditions , Restrictions and Easements for Southwest Station, dated January 3 , 2000 , filed as document number 7246400 with the Office of the County Recorder on January 19 , 2000 ; b . First Amendment to Declaration of Covenants, Conditions, Restrictions and Easements for Southwest Station, dated January 3 , 2000 , filed as document number 7248625 with the Office of the County Recorder on January 24 , 2000 ; c . Third Amendment to Declaration of Covenants, Conditions , Restrictions and Easements for Southwest Station, dated April 22 , 2004, filed as document number 8391982 on July 8 , 2004 ; and d . Fifth Amendment to Declaration of Covenants, Conditions, Restrictions and Easements for Southwest Station, dated April 13 , 2016, filed as document number A10302567 on April 13 , 2016 . 21 . PUBLIC ART : The Exhibit B plans include areas designated for public art, including functional objects such as bike racks . All pieces shall be original artwork created specifically for a site that is accessible to the public . Prior to selection of functional art F objects or public art pieces , Developer shall work with the City to utilize a jury system for art selection. The jury shall be comprised of practicing artists, building residents, area business representatives, City staff, City Council or Commission members . The jury shall generally use 3 different artist selection methods : an open request for qualifications, an invitational request for qualifications, or commissioned directly from an artist. Public art projects shall not exclusively include artwork done by a project architect, landscape architect, engineer or other member of the project team . Developer ' s obligations to pay for any public art required hereunder shall not exceed $40 , 000 for the total cost of the original artwork as installed (which costs includes engineering and landscaping) . The original artwork cost does not include the cost for bike racks . 22 . PUD WAIVERS GRANTED : The city hereby grants the following waivers to City Code requirements within the TOD -R District through the Planned Unit Development 9 Elevate at South West Station Date of Approval District Review for the Property and incorporates said waivers as part of PUD (list PUD number) : 1 . Parking Stall Length. Parking stall length of 18 feet in locations as shown on June 30 , 2017 site plans . City Code requires 19 feet . 2 . Drive Aisle Width. Drive aisle width of 24 feet in locations as shown on June 30 , 2017 site plans . City Code requires 25 feet. 3 . Parking . The site provides 397 stalls including 40 stalls required through private agreement. City Code and private agreement require 403 parking stalls . 4 . Surface Parking . The site provides 111 surface parking stalls . City Code requires all parking to be provided via structured parking . 5 . Usable Open Space . The site provides 8 % usable open space . City Code requires 10 % usable open space . 6 . Building Stepback and Visually Distinct Floors . The project provides for a stepback after 5 floors . City Code requires a stepback after 4 floors . The project provides for a visually distinct first floor . City Code requires the first two floors be visually distinct . 7 . Projecting Signs . The project proposes 2 signs perpendicular to the building, 3 ' x18 ' in size and in locations shown on the June 30 , 2017 plans . City Code requires signs to be parallel to the building . 23 . 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 any retaining walls greater than four feet in height . 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, its successors and assigns . 24 . SIGNS : Developer agrees that for each sign which requires a permit by Eden Prairie City Code, Section 11 . 70 , Developer shall file with the City Planner and receive the City Planner' s written approval of an application for a sign perruit . The application shall include a complete description of the sign and a sketch showing the size, location, the manner of construction, and other such information as necessary to inform the City of the kind, size , material construction, and location of any such sign, consistent with the sign plan shown on the Plans and in accordance with the requirements of City Code, Section 11 . 70 , Subdivision 5a. 10 Elevate at South West Station Date of Approval The Plans show the removal of the existing Southwest Station sign within the City right of way . Replacement of this sign is not included with the Plans . If the sign is removed a replacement is governed by City Code, Section 11 . 70 and subject to other applicable City approvals including but not limited to a right of way permit . 25 . SITE AMENITIES : Site amenities including, but not limited to , benches, seat walls , decorative surface materials, pedestrian lighting and site lighting shall be installed as depicted in the Exhibit B plans . Maintenance and replacement of the site amenities shall be the responsibility of the Developer. 26 . SITE LIGHTING : Prior to building permit issuance, Developer shall submit to the City Planner and receive the City Planner' s written approval of a plan for site lighting on the Property. All pole lighting shall consist of downcast shoebox fixtures not to exceed 20 feet in height . Developer shall complete implementation of the approved lighting plan prior to issuance of any occupancy permit for the Property. 27 . SITE AMENITIES PLAN AND CONSTRUCTION DETAILS : Prior to building peitnit issuance for the Property, Developer shall submit to the City Planner and obtain the City Planner ' s written approval of a Site Amenities Plan, including construction details , for the Property consistent with the Exhibit B Plans . The Site Amenities Plan shall include, but not be limited to the following : decorative sidewalks and plazas ; pedestrian gathering areas at the retail promenade and the southeast corner of the development; planter boxes and fixed planters in the outdoor areas ; decorative concrete and staining treatment for all structural retaining walls, decorative lighting; bollards ; benches ; decorative planters ; building lighting; wrought iron aluminum fencing around outdoor dining areas ; public art all the above in accordance with and as depicted in the Plans . No permit shall be issued for any improvement to be constructed by Developer ' s tenants, including but not limited to restaurant tenants, until the City has approved in writing the plans for such improvements . The quality of all amenities to be installed and or constructed by Developer ' s tenants shall be equal to or greater than what is required by the Plans . The Developer shall provide, one year from the date of occupancy by the first tenant (hereinafter the "date of first occupancy"), one shared/pooled automobile and two charging stations for electric vehicles . The Developer shall keep records on the actual (not estimated) use of the automobile (hereinafter "Vehicle Use Records ") . The Developer may request that the City Planner remove the condition of the one shared/pooled automobile no earlier than 18 months after the date of date of first occupancy . The Developer shall submit the Vehicle Use Records to the City with its request . The City Planner may in her/his sole discretion determine to retain, reduce or F eliminate the condition if the provision of the car does not appear to be justified based on usage . 11 Elevate at South West Station Date of Approval 28 . SNOW STORAGE AND REMOVAL : Snow storage will not be allowed within the area encumbered by the Encroachment Agreement . Developer shall be responsible for removal of snow from this area . Snow storage shall not occur within any parking stall areas or areas that include site amenities . If the site does not provide adequate snow storage area, snow shall be removed from the site by the Developer . 29 . STAGING OF CONSTRUCTION/IMPROVEMENTS : Prior to the issuance of a land alteration permit, the Developer will complete a 2 " mill and overlay of Technology Drive from Prairie Center Drive to the easterly access inclusive of the full intersection to the Southwest Station area. The mill and overlay shall be subject to Eden Prairie specifications and other conditions of the City Engineer . Prior to the issuance of a land alteration permit, the Developer shall submit proposed construction routes and construction access locations for review and approval of the City Engineer. The Developer shall also provide a construction staging plan depicting material storage areas and contractor parking areas . A right of way per nit is required for any construction related impacts to the public right of way. } 30 . LRT COORDINATION : The Developer agrees that coordination with Southwest LRT construction will need to occur for all construction activities including final restoration and landscaping . A construction plan for the timing of the site improvements proposed within the City right of way at the intersection of Technology Drive and Prairie Center Drive must be provided for review and written approval by the City Engineer prior to the issuance of the land alteration permit . The installation of these site improvements within City right of way and/or any improvements within the temporary or permanent easement areas on the Property granted to public entities in relation to LRT construction, may need to be phased in order to coordinate with LRT construction activities . Any delay associated with the implementation of these site improvements due to coordination with the Southwest LRT project is subject to approval by the City, such approval not to be withheld conditioned or delayed unreasonably. In all cases these site improvements shall be completed no later than twelve months following substantial completion of the LRT construction impacting the site improvements . Developer shall provide a security in the amount of 125 % of the value of the site improvements in the right of way prior to release of the land alteration permit. 31 PUBLIC UTILITY PLANS : Prior to issuance by the City of any permit for the construction of public utilities for the Property, Developer shall submit to the City Engineer, and obtain the City Engineer' s written approval of plans for the public sanitary sewer and water mains . Construction methods for the sanitary sewer within the Prairie Center Drive right of way shall include directional drilling in order to minimize disruption to Prairie Center Drive . If public watermain improvements are required to accommodate required fire flows, the watermain installation must also use directional drilling within the public right of way. Plans for public infrastructures shall be of a plan 12 Elevate at SouthWest Station Date of Approval view and profile on 24 x 36 plan sheets consistent with City standards . Prior to release of the final plat for the Property, Developer shall furnish to the City Engineer and receive the City Engineer ' s written approval of a surety equal to 125 % of the cost of said public utility improvements . A permit fee of five percent of construction value shall be paid to City by Developer. The design engineer shall provide daily inspection, certify completion in conformance to approved plans and specifications and provide record drawings . 32 . STRUCTURE SETBACKS FROM 100 YEAR FLOOD ELEVATION : All permanent structures which will abut existing wetlands or storm water pretreatment ponds must have a minimum setback of 30 feet from the 100 -year flood elevation as shown on the Plans . 33 . SUSTAINABLE ELEMENTS : The Developer shall install sustainable elements, including but not limited to , green roof; water collection and reuse systems , permeable pavers , native and pollinator landscaping, as depicted on Exhibit B attached hereto . Developer agrees that these sustainable elements will be maintained as permanent features of the development in consideration of the waivers granted for the Property. 34 . TIF AGREEMENT : The Developer and the Housing and Redevelopment Authority of the City of Fden Prairie, Minnesota have entered into that certain Tax Increment Development Agreement dated , 2017 and filed contemporaneous herewith with the Hennepin County Recorder ' s Office as Document Number (the "TIF Agreement") . Developer shall adhere to the requirements set forth in the TIF Agreement as the same may be amended from time to time . 35 . TRASH : Developer agrees that all trash, trash receptacles and recycling bins shall at all times be located inside of the building enclosures depicted on the Plans . 36 . UTILITY EASEMENTS : Prior to the release of the final plat for the Property, Developer shall convey drainage and utility easements to the City as shown on the plans . 37 . RECORDING : After approval of this Agreement by the City, Developer shall file this Agreement with the Hennepin County Recorder ' s Office immediately after the recording of the final plat (which shall be recorded after the deeds conveying the Property to Developer) and prior to recording of any financing document affecting the Property including but not limited to any mortgage granted by the Developer or owners , their successors and/or assigns . I 38 . HUD SPECIFIC PROVISIONS : Notwithstanding any provision in this Agreement to the contrary, any obligation of Developer or its successors and assigns to indemnify the City, its successors , its elected and appointed officials , employees, agents, contractors, representatives, and attorneys shall not apply to the United States Department of Housing and Urban Development ("HUD ") in the event HUD comes into possession or ownership of the Property but shall continue to apply to any successor in interest to HUD . 13 Elevate at South West Station Date of Approval 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 day of 2017, by Nancy Tyra-Lukens and Rick Getschow, respectively the Mayor and the City Manager of the City of Kden Prairie, a Minnesota municipal corporation, on behalf of said corporation. Notary Public 14 Elevate at South West Station Date ofApproval TP EbEVATE , LLC a Minnesot . mi • d 1 . . bili mpany By E Robert L . Fransen, Chief Manager t KAREN WALLERIUS � , STATE OF MINNESOTA ) Notary Public 1 on State of Minnesota p •7 My Commission Expires SS . January 31 , 2022 r COUNTY OF HENNEPIN ) inverreerirninri The foregoing instrument was acknowledged before me this oC 6 day of 3 t , 2017 , by Robert L . Fransen, the Chief Manager of TP Elevate, LLC , a Minnesota limited liability company, on behalf of the company. latatithijkAdi Notary Public G THIS INSTRUMENT WAS DRAFTED BY : City of Fden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 15 Elevate at SouthWest Station Date of Approval EXHIBIT A DEVELOPMENT AGREEMENT — ELEVATE AT SOUTHWEST STATION Legal Description Lots 1 & 2, Block 1 Southwest Station 2nd Addition Legal Description After Final Plat Lot 1 , Block 1 , Elevate at Southwest Station i r e 16 Elevate at South West Station Date of Approval EXHIBIT B DEVELOPMENT AGREEMENT — ELEVATE AT SOUTHWEST STATION CO . 0 Title Sheet dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects C0 . 1 Site Survey (Sheet 1 of 2) dated 2/7/ 17 by Acre Land Surveying CO . 2 Site Survey (Sheet 2 of 2) dated 2/7/ 17 by Acre Land Surveying CO . 3 Preliminary Plat dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects C1 . 0 Removals Plan dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects C2 . 0 Site Plan Sheet 1 Overview dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects C2 . 1 SitePlan Sheet 2 Exhibits & Notes dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects C3 . 0 Grading Plan dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects C4 . 0 Utility Plan dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects C5 . 0 Civil Details dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects C5 . 1 Civil Details dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects C5 . 2 Civil Details dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects L1 . 0 Landscape Plan dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects L1 . 1 Landscape Plan dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects SW1 . 0 SWPPP — H,xisting Conditions dated 6/30/ 17 by Civil Site Group & Kaas Wilson z. Architects SW1 . 1 SWPPP — Proposed Conditions dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects SW 1 . 2 SWPPP — Details dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects SW 1 . 3 SWPPP — Narrative dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects SW 1 . 4 SWPPP — Attachments dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects SW 1 . 5 SWPPP — Attachments dated 6/30/ 17 by Civil Site Group & Kaas Wilson Architects SD_ 120 Site Plan dated 6/30/ 17 by Kaas Wilson Architects SD_300 Level - 1 dated 6/30/ 17 by Kaas Wilson Architects SD_302 Level 1 dated 6/30/ 17 by Kaas Wilson Architects SD_303 Level 1 . 5 dated 6/30/ 17 by Kaas Wilson Architects SD_304 Level 2 dated 6/30/ 17 by Kaas Wilson Architects SD_305 Levels 3 - 6 dated 6/30/ 17 by Kaas Wilson Architects SD_500 Exterior Elevations dated 6/30/ 17 by Kaas Wilson Architects SD_501 Exterior hievations dated 6/30/ 17 by Kaas Wilson Architects SD_502 F4;xterior Elevations dated 6/30/ 17 by Kaas Wilson Architects Timberland-Elevate Apartments- SW Transit Mixed Use stamp dated received 6/30/ 17 by Kaas Wilson Architects ( 16 pages) Usable Open Space Graphic Site Plan Sheet 1 Overview C2 . 0 dated 6/30/ 17 by Civil Site Group and Kaas Wilson Architects Usable Open Space Graphic Floor Plan Level 2 Overall dated 6/30/ 17 by Kaas Wilson Architects 17 Elevate at SouthWest Station Date of Approval EXHIBIT C DEVELOPMENT AGREEMENT — ELEVATE AT SOUTHWEST STATION 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 stoitu 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 specified in the TIF Development Agreement as to all of 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 contracts to purchase the following property rights with respect to the Property: Fee simple interest of RT Minneapolis Franchise, LLC, as to Lot 2, Block 1 Southwest Station 2nd Addition Fee simple interest of Anchor Bank, National Association, as to Lot 1 , Block 1 Southwest Station 2nd Addition 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 18 Elevate at South West Station Date of Approval conveyance : A . That Developer has the Property under contract to acquire marketable fee title of the same . Prior to final plat approval, Developer shall provide to the City a current title insurance policy insuring such a condition of title of the Property. B . That Developer has not used, employed, deposited, stored, disposed of, placed or otherwise allowed to come in or on the 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 knowingly allowed any other person to use, employ, deposit, store, dispose of, place or otherwise have, in or on the Property, any Hazardous Substances . D . To the best of Developer ' s knowledge no previous owner, operator or possessor of the Property deposited, stored, disposed of, placed or otherwise allowed in or on the Property any hazardous substances . Developer agrees to indemnify, defend and hold harmless City, its successors and assigns, against any and all loss , costs, damage and expense, including reasonable attorney ' s 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 . Intentionally Omitted. 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 . rr, 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, 19 Elevate at SouthWest Station Date of Approval condition, or provision made herein, City may be without an adequate remedy at law. Developer agrees , therefore, that in the event Developer violates , fails, or refuses to perform any covenant, condition, or provision made herein, City may, at its option, institute and prosecute an action to specifically enforce such covenant, withhold building permits or rescind or revoke any approvals granted by the City. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of anyone or more remedies shall not constitute a waiver of any other remedy. XII . Developer shall, prior to the commencement of any improvements, provide written notice to Comcast of the development contemplated by this Development Agreement. Notice shall be sent to Comcast Cable, 14404 Excelsior Blvd. , Minnetonka, Minnesota 55305 or CenturyLink, 14200 Wayzata Blvd. Ste F . , Minnetonka, MN 55305 . 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) , and City SAC and City water access charge (WAC) . 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 . 20 is Elevate at SouthWest Station Date of Approval XIX . Within 10 days of the approval of the Development Agreement, the Developer shall record the Development Agreement at the County Recorder ' s Office . The final plat shall not be released until proof of filing of the Development Agreement is submitted to the City. XX . The City is hereby granted the option, but not the obligation, to complete or cause completion in whole or part of all of the Developer ' s obligations under this Agreement for which a bond, letter of credit, cash deposit or other security (hereinafter referred to as the " Security") is required if the Developer defaults with respect to any term or condition in this Agreement for which Security is required and fails to cure such default(s) within ten ( 10) days after receipt of written notice thereof from the City; provided however if the nature of the cure is such that it is not possible to complete the cure within ten ( 10) days , it shall be sufficient if the Developer has initiated and is diligently pursuing such cure . The Developer acknowledges that the City does not assume any obligations or duties of the Developer with respect to any such contract agreements unless the City shall agree in writing to do so . The City may draw down on or make a claim against the Security, as appropriate, upon five (5) business days ' notice to the Developer, for any violation of the teens 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 . XXIII . Except as specifically authorized by the Director of Public Works , no permit shall be issued for the Property until the Developer has recorded the final plat with Hennepin County Recorder' s Office . 21 Elevate at South West Station Date ofApproval EXHIBIT D DEVELOPMENT AGREEMENT — ELEVATE AT SOUTHWEST STATION ENCROACHMENT AGREEMENT FOR PRIVATE USE OF PUBLIC PROPERTY This Encroachment Agreement For Private Use of Public Property (hereinafter "Encroachment Agreement") is made this day of , 2017 , between the CITY OF EDEN PRAIRIE, Minnesota, a municipal corporation (the " City") , and TP Elevate, LLC, a Minnesota limited liability company (the " Owner") . RECITALS : A. The Owner is the fee owner of property located in the City of Eden Prairie, Minnesota (the "Owner ' s Property") , legally described as follows : See Exhibit A- 1 attached hereto and made a part hereof. B . The Owner ' s Property abuts public right- of-way that is adjacent to Technology Drive and Prairie Center Drive (the Public Property) and is depicted on the Plans attached hereto as Exhibit B- 1 (hereinafter the "Plans") . C . Owner and City have entered into the certain Development Agreement dated the day of , 2017 (hereinafter "Development Agreement") for the development named Elevate at Southwest Station. (< D . The Development Agreement requires this Encroachment Agreement . E . The Owner desires to construct a plaza, sidewalks , seating areas, public art, bike racks, and landscaping within the Public Property (the "Improvements") as identified in the Plans and Exhibit A . F . City is willing to permit the Improvements as depicted on the Plans , subject to the terms and conditions of this Agreement . AGREEMENT is In consideration of the foregoing and the mutual covenants herein, the parties agree as follows : 1 . The recitals set forth above are incorporated herein . 2 . PUBLIC PROPERTY . The Owner acknowledges that the Improvements encroach on the Public Property . 22 Elevate at South West Station Date of Approval 3 . IMPROVEMENTS . City grants Owner the right to and Owner hereby assumes the responsibility to maintain, repair, replace and re-construct the Improvements, including but not limited to ; the pavement, curb and gutter, striping, signing, snow and ice removal, decorative paving, landscaping and signage, all in accordance with all applicable laws and regulations (collectively referred to as "Maintenance") in the location identified on the Plans in the locations and subject to the terms set forth below in paragraph 4 . The City shall retain the right to manage the Public Property as provided in state statutes and city code . The City shall also retain the right to approve the Maintenance and direct the Owner to correct any deficiencies in the Maintenance . 4 . MAINTENANCE . Responsibility for Maintenance of the Improvements shall be that of the Owner. The Owner shall perform, as and when necessary, and pay the cost for, such maintenance of the Improvements as may be reasonably necessary to maintain the Improvements in good and aesthetic condition and repair . 5 . INDEMNITY. The Owner shall indemnify, defend and hold the City and its employees, contractors, agents , representatives , elected and appointed officials, and attorneys harmless from any and all claims, damages , losses , costs and expenses, including attorneys ' fees, arising from, based on, or related to the encroachment of the Improvements on the Road, including, but not limited to , any claim asserted against the City as a result of the installation, placement, building erection, maintenance, occupation or use of the Improvements and/or failure of the Owner to maintain the Improvements in such a condition as to prevent against injury to persons or property. 6 . INSURANCE . Owner shall maintain a general liability insurance policy with limits of at least $ 1 , 000 , 000 . 00 for each person, and each occurrence, for both personal injury and property damage . Such coverage shall be on an occurrence basis and shall include contractual liability coverage with respect to the indemnity obligation in Paragraph 5 above . Said policy shall contain a clause which provides the insurer will not change, non-renew, or materially change the policy without first providing the City thirty (30) days prior written notice . The Owner shall provide the City with a Certificate of Insurance for such coverage that specifically details the conditions in Paragraphs 5 and 7 of this Agreement before initiating any work within the right- of-way. 7 . WAIVE(R OF CLAIMS . The Owner acknowledges the City ' s ownership of the Road and knowingly and voluntarily waives and releases any and all claims against the City arising from, based on, or related to Owner ' s being permitted to maintain the encroachment of the Improvements on the Road as permitted by this Agreement, including but not limited to claims of abandonment, diminution in value, takings and contractual claims arising out of this Agreement, except any claims which are the result of the sole negligence or willful misconduct of the City or its employees or agents . The Owner acknowledges being represented by legal counsel in connection with this Agreement, and that the Owner has read and understands the terms of this Agreement . 8 . CONDITION OF PUBLIC PROPERTY. The Owner acknowledges the City has made no representations or warranties regarding the condition of the Public Property or its suitability for the uses permitted by this Agreement . 23 Elevate at SouthWest Station Date of Approval 9 . NO VESThD RIGHTS . This Agreement shall not constitute or be construed as creating or establishing any vested right of the Owner to the area encroached upon. 10 . Owner hereby agrees to the following additional conditions : A . The Improvements shall be located as depicted in the Plans . B . The design of the Improvements shall be subject to the terms of the Development Agreement . The location of the Improvements shall be as depicted in the Plans . C . Owner shall secure from City all required municipal permits prior to any construction within the Public Property including a right- of-way permit. D . Drainage from Owner ' s and all adjacent properties shall at no time be impeded or blocked due to the Improvements . E . The Improvements and all work completed in relation thereto shall be in accordance with the City ' s current standards and ordinances and other applicable laws and/or regulations . 11 . BINDING EFFECT . Except as hereinafter provided, this Agreement shall run with the land and bind and inure to the benefit of the parties hereto and their respective heirs, successors and assigns . 12 . ENTIRE AGREEMENT . This Agreement contains all the teams and conditions relating to the Improvements and replaces any oral agreements or other negotiations between the parties . No modifications of this Agreement shall be valid until they have been placed in writing and signed by all parties hereto . 13 . RECORDING. The Owner shall cause this Agreement to be filed for record with the Hennepin County Recorder ' s Office within 30 days of its execution by the Owner and the City. Evidence of filing shall be provided to the City within 30 days thereafter . This instrument was drafted by : Richard F . Rosow, Esq. Gregerson, Rosow, Johnson & Nilan, Ltd . 100 Washington Ave . South, Suite 1550 Minneapolis , MN 55401 Telephone : (612) 436 - 7477 24 Elevate at South West Station Date ofApproval EXHIBIT A- 1 Legal Description Before Final Plat Lots 1 & 2 , Block 1 Southwest Station 2nd Addition Legal Description After Final Plat Lot 1 , Block 1 , Elevate at Southwest Station is ra 25 Elevate at South West Station Date of Approval EXHIBIT B - 1 If { ft 26 Elevate at SouthWest Station Date of Approval { EXHIBIT E DEVELOPMENT AGREEMENT - ELEVATE AT SOUTHWEST STATION DECLARATIONS OF COVENANTS CONDITIONS RESTRICTIONS AND EASEMENTS 1 . Declaration of Covenants , Conditions , Restrictions and Easements for Southwest Station dated January 3 , 2000 , filed with the Hennepin County Recorder ' s Office on January 19 , 2000, as Document No . 7246400 ; a. As amended by First Amendment to Declaration of Covenants, Conditions , Restrictions and Easements for Southwest Station dated January 3 , 2000 , filed January 24 , 2000, as Document No . 7248625 ; b . As amended by Second Amendment to Declaration of Covenants , Conditions, Restrictions and Easements dated December 30 , 2002 , filed January 7, 2003 , as Document No . 7907923 ; c . As amended by Third Amendment to Declaration of Covenants, Conditions , Restrictions and Easements for Southwest Station dated April 22 , 2004, filed July 8 , 2004 , as Document No . 8391982 ; d . As amended by Assignment of Declaration of Covenants , Conditions, Restrictions and Easements and Assumption Agreement dated November 22 , 2004 , filed May 20 , 2005 , as Document No . 8586154 ; e . As amended by Assignment of Declaration of Reciprocal Easements , Covenants, Conditions , Restrictions and Easements and Assumption Agreement dated February 11 , 2010 , filed March 16, 2010 , as Document No . A9490780 ; f. As amended by Fourth Amendment to Declaration of Covenants, Conditions , Restrictions and Easements for Southwest Station dated August 27, 2013 , filed September 9 , 2013 , as Document No . A10003647 ; g . As amended by Assignment of Declaration of Reciprocal Easements , Covenants, Conditions and Restrictions and Assumption Agreement dated January 2 , 2015 , filed January 12 , 2015 , as Document No . A10153399 ; and h. As further amended by Fifth Amendment to Declaration of Covenants , Conditions , Restrictions and Easements for Southwest Station dated April 13 , 2016, filed April 13 , 2016 , as Document No . A10302567 . 2 . Declaration of Reciprocal Easements , Covenants, Conditions and Restrictions dated December 31 , 2002 , filed with the Hennepin County Recorder ' s Office on January 7 , 2003 , as Document No . 7907925 . G 27 Elevate at South West Station Date of Approval EXHIBIT F DEVELOPMENT AGREEMENT — ELEVATE AT SOUTHWEST STATION DECLARATION OF CERTAIN EASEMENTS THIS DECLARATION OF CERTAIN EASEMENTS , dated , 2017, (this "Declaration"), is made by TP Elevate, LLC, a Minnesota limited liability company (including its successors, assigns and agents, "Declarant" ) . RECITALS WHEREAS , Declarant is the owner of the real property legally described on attached Exhibit A (as the same may be constituted and reconstituted from time to time, the "Declarant Property " ) ; WHEREAS , Declarant desires to subject that portion of the Declarant Property identified on attached Exhibit B (the "Private Sidewalk Parcel " ) to certain public easement uses as set forth in this Declaration; and WHEREAS, the private sidewalk located on the Private Sidewalk Parcel is the "Private Sidewalk" . NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged by execution of this Declaration, Declarant creates the following easements for use by the public, and specifies that such easements constitute covenants to run with the Declarant Property for the benefit of the public, and is binding upon Declarant, and its successors and assigns, and all parties who now or hereafter have or hold any right, title, or interest in all or any portion of the Declarant Property. DECLARATION 1 . Private Sidewalk Access Easement. Declarant, subject to the terms of this Declaration, hereby declares a permanent, non-exclusive access easement (the "Private Sidewalk G' Access Easement" ) on, over and through the Private Sidewalk Parcel for the Private Sidewalk Purposes (as defined below) for the benefit of the public . The " Private Sidewalk Purposes " are limited to non-exclusive pedestrian ingress and egress access on, over and through the Private Sidewalk Parcel to and from City West Parkway. Pedestrian uses includes all forms of pedestrian and travel by the public in or on motorized vehicles authorized by the City of Eden Prairie for use on the City trail system . 28 Elevate at South West Station Date of Approval kI 2 . Maintenance , Repair and Replacement Obligations . Declarant is solely responsible for maintaining, repairing and replacing the Private Sidewalk Parcel in good condition and repair and in accordance with all applicable laws . If Declarant fails to perform its obligations under this section, the City of Eden Prairie, Minnesota may, upon 30 days' prior written notice, perform the same at the expense of Declarant. 3 . Duration. the covenants expressed herein shall run with the land in perpetuity, shall inure to the benefit of all present and future owners of the Declarant Property, and shall be binding on all present and future owners of the Declarant Property, including, without limitation, portions thereof In the event that such restrictions may not lawfully extend in perpetuity, then said restrictions shall be for a period of thirty (30) years from the date this Declaration is recorded. 4 . Severability . If any provision of this Declaration or the application of any provision thereof to any person or in any circumstance is declared illegal, invalid or unenforceable, the remainder of this Declaration and the application of such provision to other persons or in other circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 5 . Accord and Satisfaction. No payment or receipt of an amount less than the sum due and payable under this Declaration shall be deemed to be other than a payment on account of the sum due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, nor preclude one' s ' right to recover the balance of any amount payable or the right to pursue any other remedy provided in this Declaration or at law. 6 . Successors and Assigns ; Runs with the Land . Subject to the terms of this Declaration, all of the covenants and conditions contained in this Declaration shall apply to and =' be binding upon Declarant and its heirs, executors, administrators, successors and assigns . 7. Choice of Law. this Declaration must be construed and governed by the laws of the State of Minnesota. [The balance of this page is intentionally left blank.] 29 Elevate at South West Station Date ofApproval it IN WITNESS WHEREOF, the undersigned has caused this Declaration to be executed as of the date first set forth above . DECLARANT TP Elevate, LLC a Minnesota limited liability company By : Name : Title : STATE OF MINNESOTA ) ) ss COUNTY OF HENNEPIN ) This Declaration was acknowledged before me by , of TP Elevate, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public THIS INSTRUMENT WAS DRAFTED BY : Gregerson, Rosow Johnson & Nilan, LTD 100 South Washington Ave . Suite 1550 Minneapolis , MN 55401 4C (k' 30 Elevate at South West Station Date ofApproval Ii. EXHBIT A The Declarant Property Legal Description Before Final Plat Lots 1 & 2, Block 1 Southwest Station 2nd Addition Legal Description After Final Plat Lot 1 , Block 1 , Elevate at Southwest Station is I'. 31 Elevate at SouthWest Station Date of Approval �' EXIIBIT B Private Sidewalk Parcel is I: k' r' [ t'- r 11 is 32 Elevate at South West Station Date of Approval EXHIBIT G DEVELOPMENT AGREEMENTS — ELEVATE AT SOUTHWEST STATION DEVELOPMENT AGREEMENT DATED NOVEMBER 12 , 2002 BETWEEN NAP SOUTHWEST STATION LLC AND THE CITY OF EDEN PRAIRIE (SEE ATTACHED) . AND DEVELOPMENT AGREEMENT DATED APRIL 20 , 2010 BETWEEN ANCHOR BANK, NATIONAL ASSOCIATION AND THE CITY OF EDEN PRAIRIE (SEE ATTACHED) . i•' r-- 33 Elevate at South West Station Date of Approval CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 3, 2017 DEPARTMENT/DIVISION: ITEM DESCRIPTION: Vac. 17-03 ITEM NO.: Denise Christensen Vacation of Drainage &Utility&Roadway VIII.B. Easements Lying Over Outlot B, Prairie Bluff and Public Works/Engineering Drainage &Utility Easements Lying Easterly of Hennepin Town Road and Southerly of Pioneer Trail Requested Action Move to: Adopt the Resolution vacating the Drainage and Utility Easement, the Permanent and Temporary Easements for Roadway and Utilities and the Perpetual Drainage and Utility Easement as more particularity described in the Resolution Synopsis The Property Owners of the Prairie Bluffs Senior Living development have requested the vacation of a number of easements to facilitate the plat of Prairie Bluffs Senior Living for new building construction. Background Information One of the easements to be vacated was originally dedicated with the plat of Prairie Bluffs. The other two easements were granted to the City of Eden Prairie by document. In order to accommodate a new building on the lots, the Property Owners would like these underlying easements vacated and will dedicate all new drainage and utility easements with the plat of Prairie Bluffs Senior Living. The release of the resolution vacating the easements shall be conditioned on the recording new dedicated easements on the plat of Prairie Bluffs Senior Living. CenterPoint Energy filed an objection to the vacation on August 23, 2017. CenterPoint Energy has resolved issues relating to the cost of relocating the gas service lines and CenterPoint Energy has withdrawn its objection. Attachments Resolution Location Map Site Plan CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2017- VACATION 17-03 WHEREAS, the City of Eden Prairie has certain Easements described as follows: The Drainage and Utility Easement as dedicated on the plat of Prairie Bluff over Outlot B; and the Permanent and Temporary Easements for Roadway and Utilities as granted on Abstract Document 5348091, lying over Outlot B, Prairie Bluff; and the Perpetual Drainage and Utility Easement as granted on Abstract Document 5583491 Exhibit A, Page 2 of 3, lying Easterly of Hennepin Town Road and Southerly of Pioneer Trail, all in Hennepin County, Minnesota. WHEREAS, a Public Hearing was held on September 5, 2017, after due notice was given to affected property owners and published in accordance with M.S.A. 412.851; and WHEREAS, the Council has been advised by City Staff that the proposed vacation of the above described Easements has no relationship to the comprehensive municipal plan; and WHEREAS, it has been determined that the said Easements are not necessary and have no interest to the public, therefore, should be vacated. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council as follows: 1. Said Easements described above are hereby vacated. 2. The City Clerk shall prepare a Notice of Completion of Proceedings in accordance with M.S.A. 412.851. 3. This Resolution is contingent upon and shall not be effective until the subdivision Prairie Bluff Senior Living has been recorded with the County Recorder/Registrar of Titles as applicable. The City Clerk shall not present the Notice of Completion of Proceedings to the County Auditor or file it with the County Recorder/Registrar of Titles until the subdivision Prairie Bluff Senior Living is recorded. ADOPTED by the Eden Prairie City Council on October 3, 2017. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk /IERMAN p� S DO 104. L' AL ' 0 N. yCT z 1 1 8. 0 ..:___IDR. Ix_ .44., o r gifret„cL _ �lR. R w 1 19, 40/1/ � b _.%., 0 eoe-.1 _1 0 ,z _ riwu. 4 < A IiiRv"r4 ERS 0 N D0 5 w i ` RAN LD BLuri____ __§. ie. _;::-",-,4„ 6„ c-)`'' a --- 3 , SITE " 119 CATION ►�"rn c, v' d W A j f u o , • a., 108. 504, BROOKVIEW [— c),,c,v po CII . k d0:LE R1Qat • — d r---- ,,// VAC 17-03 N LOCATION MAP -OF-VACATION EASEMENT EXHIBIT .� (0 \ \ � � N18°1PRAIRIE BLUFFS SENIOR LIVING / 0'10"E DISKMNDOT�v�� co ,,,, 27.72---z,- fr. , �P`,��� :� ��eo o�� \ / \ DISK/� • '' c.,,,, , z . MNDOT\ , • , �� \ ey�e< Quo /Li'1-2 i'y r \ \ AZ L ^�/' / �� (RicyT OF ` it `t+ I°1;'�. \ \ \ L', (� S of 1 rY t� \ NOTE: PLAT OF "PRAIRIE BLUFFS SENIOR LIVING" HAS NOT BEEN RECORDED AS OF 08/17/17. = p 11 = -s z z9 �o- oo° 1/1 ARs> \ \ \ THIS SURVEY SHOWS CONFIGURATION OF LOTS AS PROPOSED IN SAID PLAT. __ a `� �l �o s-�� s89 43'3 E v L - o° 6d, kii,•,< -2638.66- \ Ir 4 . 4* - ' A - /� \ Chr . g.SO 3 \O ti� `•• ti.�o s 3 ' '' S / \ . ° \ / South line of SE1 4 of Sec. 25 d Br 23.54 t :T 8• `y A0 ` Cit S S ,� ` s ' �� _ �\PK NAILS S89°43'13"E 150.48 - 299.52 \ Q�J?� \ s „,•. W ' I - • "r NE CORNER SEC. 36, TWP. 116, RNG. 22 -1922.18- z o / . .. ,�. �% ,,, , „•, „„ PK NAIL 259.39 04 1\/II\II II 1 1 ff . �,�, 'L_;`, ' a' ; - "' 6 53 E Q ,�, „ ,, \ 5 8 PIN IN CONCRETE SIDEWALK) N1/4 CORNER SEC. 36, TWP. 116, , > N \ S84°0T12" PIOI�EEi o o ) -NORTH LINE OF NE1/4 OF SEC. 36 RNG. 22 (CAST IRON MONUMENT) I D �QF �` / S23°41'08"W 6g EN Qcl, II N ; �NO y, .,.. 107.28 TRAIL o w t11 s' T TAN ��•`05 3 • \• R=416 5 IW o o2 �� / GENT �5,50 W • 0=14°44$45" _ I PK NAIL I p IJ o r-t U� W � cJA N °i ic)�"Y/��' N12 =21 MNDOT- — �� 47.76„ --.I ni N ��� - '. 156 6915 DISK -- •� S89°41 50 W J W E I II II oNN : 09 C�. � �� \ / r1 4^illlll I GC ryO� ��10.36 ,, I ,• �F� ap o / 1 \ 0 SCALE 50 PO Nll W li• �� � '�/''� r\ 4 ` `-/ / ,/i ' •\• �O Ir / CO \ 1 , Ii, " � � mu le x P oMNDOT o143 / � CU J N c�' r •� ` _• O1 5 .\JIEN -DISK ___0 °?i w ( IN FEET ) \ 0 (,�ti. \ 3'` pV ` \\�\�� �P P D 4.93 ���� cia Lri ao `� ;- Rp\\\F���GNO�� Y j O --- 450.00- C� .� ^� �� Sb i / MNDOT\ `'.'�' \ .,' I''' .O� -DISK / o • �,�� �\ / / +_ °� • `. N89°41'07"W 101.15 -'59.94 \ -5 `' -�pIOT TANGENT +° 1 • • / Lci o • _ _ _ _ _o; , I N08°1�2'14"E MX �'- v� ••' , _ o° " _gyp=110°00'27" N� DISDOT Q o KI 38.96 co �s 'i mod', \. $ .�' ..� • CO�/ Chrd.=33.24 1 „ \J Chrd.Brg.=N89141 07 W ao if7 DENOTES DRAINAGE & UTILITY EASEMENT AND LEGAL DESCRIPTION OF PERPETUAL DRAINAGE EASEMENT TO BE VACATED: „-1 & \ ` • , /y ENO. UNE OF SO. 225 FEET OF N 460 0 FEET OF NE1/4 DRAINAGE EASEMENT PER DOC. 5583491. ONLY THE All perpetual drainage easements within the Southeast Quarter of the Southeast \ a O ,. 1 P •� / I \ DRAINAGE PORTION AS SHOWN ON PAGE 2 OF Quarter of Section 25, Township 116 North, Range 22 West, Hennepin County, <`,Ia • / I I ° W I Minnesota, as created in document 5583491 which lies southerly of Pioneer Trail and j 0 `•' % o , \o�\� EXHIBIT "A" IS PROPOSED TO BE VACATED. ? ; • * ' O o I lies easterly of Hennepin Town Road. s� P o I ° -%, '*o° 1 •"i I N DENOTES DRAINAGE & UTILITY EASEMENT AS \ /7 \ < LEGAL DESCRIPTION OF DRAINAGE & UTILITY EASEMENTS TO BE VACATED: i �.�•i '��.` • I w .-1 CREATED IN RECORD PLAT OF "PRAIRIE BLUFFS" All that part dedicated as drainage and utility easement in Outlot B, PRAIRIE BLUFF, \ P.K. 97.65 �;;\ %�\ \ THAT ARE PROPOSED TO BE VACATED. ' '20 33 according to the recorded plat thereof, Hennepin County, Minnesota. \ N89°42'48"W �,0 5 ` -' cb rl 10 r \� -^, 360.00 y DENOTES TEMPORARY ROADWAY EASEMENT & DESCRIPTION OF EASEMENT TO BE VACATED: PERMANENT ROAD & UTILITY EASEMENT PER DOC. All easements created in document 5348091 as found in the office of the \ 0 \ =':\ ---\ 0 5348091. Hennepin County Recorder for roadway and utility purposes which lie within \ I N I -- Outlot B, PRAIRIE BLUFF, Hennepin County, Minnesota. + I �O "�\ \ \ N -o - 480.0 a- \ I I N \ --\ 1 Fr) 1 \ - ;/ N;r, to Lo ccooa- \ o / \ -\ - =-\ "0 \ 460 FEET ',I- s. " -%,' ,gW CORNER OF N0* • 1 o OF EA. 480 FEET \ tr; \ - `i \ '- 1' 1 u� 5 1 MNDOT \ �� 15'gs.<• /�-EXCEPTION SOUTH LINE OF NO. 460 FEF�T OF NE1/4-� �� \DISK '�,�, / \° /7_ 1 20.04� T • \ i Y Y 1 `� " \\ ' N36°56'45"w12/ ', \ \ \ . \so s -(WEST, sso)- `� :. I r� \ \ \ \��,, ►1 J 1 , 1 -- o 'S ` y For the purposes of this survey the North line of Section 36, Township116 North, Range 22 West has an assumed bearingof C- b M M 9 SE \ _l,a , \ North 89 degrees 43 minutes 13 seconds West. 1 / \ o v \ I M Cr) \ T \cam ,Q\ ,... o v�o \ ` ups \174, / o 0 Ft, \ \ CA, \ iv. � - Cr) M Ass j � _ _ ` \ \�� �Z \ i C7Nt o NORTH SS. M CF�T/ S\ \ \. `..� O " \ O Denotes Found Hennepin County Section Corner I i \ O�\ �\ — i��� \ \ \ ;=' I • Denotes found iron monument DETAIL(not to scale) \ \ -'%-s \ \ %; p Denotes 1/2 inch by 14 inch iron monument set \ \ ``;R;, \ v� I M M and marked by L.S. No. 44125. \ \ �� \ \ \ �p o V \ ' 0 zO ( ) Denotes Record Measurement \ \ \ \. M I \ 4�1 \ \ © \ \ � o \ \ A \ -,,,,, I hereby certify that this survey, plan <'' \ �\ o o s89°52'08"E v 99.90 / -�1 or report was prepared by me or under 1 -(EAST)- I �� - - - 1 (660) my direct supervision and that I am N,' W °� a duly Registered Land Surveyor under DISK 83.69 ° " , MNDOT the laws of the State of Minnesota. \ ,-Yo N89°40'56"W DISK -(317.67, N894322 W)- - ACRE LAND SURVEYING411, — „... ..,,,, ERIC R. VICKARYOUS R. VICKARYOUS BLAINE, MN r� ,i, Date:Aug. 17th, 2017 Reg. No. 44125 \ // \ (1.119 ECAST IRON MONUMENT4 CORNER SEC. 36, TWP. 116, RNG. 22 i0 I1 12 13 14 15 18 17 18 19 110 111 112 113 114 115 116 117 118 119 120 ( ) C1\Users\eric I\❑neDrive\CAD-1D\15322-weird shaped area\dwQ\15322fp1,dwq 8/17/2017 3:01:28 PM CDT CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 3, 2017 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Greg Weber Agreement for upgrade to Enterprise CAD VIII.C. Captain, Police Requested Action Move to: Approve the agreement for upgrade of New World Systems from Version 10.2 SP7 to Enterprise CAD for$175,000. Synopsis Public Safety software—New World Systems—used by Police and Fire needs to be upgraded from its current 10.2 SP7 version to Enterprise Computer Aided Dispatch(CAD). This is a CIP approved project for 2019. Background In November 2015,the IT team worked with New World to upgrade the NW suite for Public Safety solutions to version 10.2SP7. Following the merger of New World with Tyler Technologies,there have been significant changes in functionality, which includes ability to receive and respond to text to 911 messages through Enterprise CAD. This upgrade brings several other desired features for PD and Fire that includes: Geofencing,BOLO attachments,Fire response plans, enhanced map functionality and several others. (Please see attachment for additional details) This is a significant upgrade and requires a setup of 10 additional servers along with professional services from Tyler Technologies to assist in required data conversion. Additionally, our inhouse developed application (CIS) interfaces with New World databases. On account of changes to database tables, we will potentially need to engage a consultant to make necessary changes to CIS in order to retain functionality. Cost estimates for this project include: - Software upgrade and Implementation: $ 115,000 - Additional Server licenses o SQL server licenses: $20,000 o CommVault Licenses: $12,000 - Estimates for CIS development: $25,000 - $30,000 Total: $160,000 - $170,000 Attachments Tyler Technologies Upgrade Agreement Server Licenses Estimate (CommVault) Server License Estimate (SQL) Additional Details on Enterprise CAD Upgrade Document#: 1458-17A1A • •••'•• tVier • • technologies AMENDMENT This amendment ("Amendment") is effective as of the date of signature of the last party to sign as indicated below ("Amendment Effective Date") by and between Tyler Technologies, Inc., a Delaware corporation with offices at 840 West Long Lake Road,Troy, MI 48098 ("Tyler") and City of Eden Prairie Police Department, with offices at 8080 Mitchell Road, Eden Prairie, MN 55344-2203 ("Client"). WHEREAS,Tyler and the Client are parties to a License Agreement with an effective date of December 8, 2008 (the "Agreement"); WHEREAS,Tyler and Client now desire to amend the Agreement; NOW THEREFORE, in consideration of the mutual promises hereinafter contained,Tyler and the Client agree as follows: 1. The "Deleted Standard Software" set forth in Exhibit 1 is hereby removed from the Agreement, and Client's license thereto shall cease when the "Replacement Evergreen Standard Software" and "Added Standard Software", set forth in Exhibit 1 and hereby added to the Agreement, has been moved to a live production environment. Project management, implementation and training services associated with the upgrade will be provided according to the terms of Exhibit 2 and Schedule 1 to Exhibit 2. 2. The following payment terms shall apply: a. Additional software fees as set forth in Exhibit 1 will be invoiced 100%on the Amendment Effective Date. b. Associated maintenance and support fees (including Esri) for the Replacement Standard Software will remain unchanged from the Deleted Standard Software. Associated maintenance and support fees for the Added Standard Software listed in Exhibit 1 will be invoiced on a pro rata basis for the period beginning on the first day of the month following the Amendment Effective Date through the end of the current maintenance term and thereafter in a lump sum amount together with Client's then-current maintenance and support fees for previously licensed software. On an annual basis thereafter,Tyler will invoice Client its then-current annual maintenance and support fees. c. Additional Implementation and other professional services (including training) are billed and invoiced as delivered, at the rates set forth in the Investment Summary. d. Except as otherwise provided, other fixed price services are invoiced upon complete delivery of the service. Project Management services, if any, will be billed monthly in arrears, beginning on the first day of the month immediately following the Effective Date. e. Conversions: Fixed-fee conversions are invoiced 50% upon acceptance of the Conversion Analysis Document, and 50% upon initial delivery of converted data. f. Third Party Software License Fees: License fees for Third Party Software, if any, are invoiced when we make it available to you for downloading. Third Party Software Maintenance (excluding Esri): The first year maintenance for the Third Party Software is invoiced when we make it available to you for downloading. g. Travel expenses shall be invoiced as incurred, as applicable. 1458-17A1A 0824 eCAD Upgrade(17A1D 0823).doc 3. This Amendment shall be governed by and construed in accordance with the terms and conditions of the Agreement. 4. All other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, a duly authorized representative of each party has executed this Amendment as of the date of signature of the last party to sign as indicated below. Tyler Technologies, Inc. City of Eden Prairie, MN By: By: Name: Greg Sebastian Name: Title: President, Public Safety Division Title: Date: Date: • ••::•. tyler. •• technologes Exhibit 1 Investment Summary The following Investment Summary details the software, products, and services to be delivered by us to you under the Agreement. This Investment Summary is effective as of the Effective Date. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Investment Summary CITY OF EDEN PRAIRIE POLICE DEPARTMENT, MN August 23, 2017 Tyler Software and Services A. License Fees $15,000 1) Licensed Standard Software $164,130 2) Less Evergreen Discount (149,130) B. Professional Services 73,946 C. Third Party Products and Services 6,500 D. Travel and Living Expenses (Estimate) 20,000 TOTAL ONE TIME COST $115,446 Maintenance E. Maintenance and Support Fees 1) Maintenance and Support Services: Includes Emergency 24/7 Maintenance for CAD only Year 1 Maintenance 4,515 NOTE:Tyler's cost is based on all of the proposed products and services being obtained from Tyler. Should significant portions of the products or services be deleted, we reserve the right to adjust its prices accordingly. Prices do not include hardware servers or workstations. A. LICENSE FEES ITEM DESCRIPTION INVESTMENT DELETED STANDARD SOFTWARE CAD (Workstations included in CAD Base-12) 1. New World MSP Combined LE/Fire/EMS CAD -Call Entry -Call Control Panel -Unit Recommendations -Unit Status and Control Panel -Call Stacking -CAD Messaging -Call Scheduling -Dispatch Questionnaire -Fire Equipment Search/Fire Equipment Move -GIS/Geo-File Verification -Hazard and Location Alerts -Hazmat Search -Hydrant Inventory -Access to New World LE Records -Access to New World Fire Records -Note Pads -Rip-N-Run Remote Printing -Run Cards/Response Plans 2. Additional New World MSP Software for Computer Aided Dispatch -CAD Mapping -CAD Auto Routing -CAD AVL -Data Analysis/Crime Mapping/Management Reporting(1 application) -Service Vehicle Rotation(Wrecker,Ambulance) 3. New World MSP Third Party CAD Interface Software -CAD Paging Interface Supports SNPP,SMTP,Standard TAP, WCTP -E-911 Interface On-Line Modules -On-Line CAD Interface to State/NCIC Includes state-specific standard forms -Encoder Interface Supports Zetron Models 25,26,Zetron IP-based FSA REPLACEMENT EVERGREEN STANDARD SOFTWARE CAD (Workstations included in CAD Base-12) 4. New World Enterprise Combined LE/Fire/EMS CAD $86,130 -CAD Mapping -Call Entry -Call Control Panel -Unit Recommendations -Unit Status and Control Panel -Call Stacking -CAD Messaging -Call Scheduling -Dispatch Questionnaire -Fire Equipment Search/Fire Equipment Move -GIS/Geo-File Verification -Hazard and Location Alerts -Hazmat Search -Hydrant Inventory -Access to New World LE Records -Access to New World Fire Records -Note Pads -Proximity Dispatch(Requires CAD AVL and Mobile) -Rip-N-Run Remote Printing -Run Cards/Response Plans 5. Additional New World Enterprise Software for Computer Aided Dispatch -CAD Auto Routing 9,000 -CAD AVL 9,000 -Service Vehicle Rotation(Wrecker,Ambulance) 9,000 6. New World Enterprise Third Party Interface Software -CAD Paging Interface 9,000 Supports SNPP,SMTP,Standard TAP, WCTP -E-911 Interface 9,000 -On-Line CAD Interface to State/NCIC 9,000 Includes state-specific standard forms -Encoder Interface 9,000 Supports Zetron Models 25,26,Locution, WestNet First In, Zetron IP-based FSA SUB-TOTAL CAD MODULES $149,130 ADDED STANDARD SOFTWARE CAD 7. New World Enterprise Third Party Interface Software -NG911 Interface(text to 911) 15,000 supports West Viper SUB-TOTAL ADDED CAD MODULES $15,000 STANDARD NEW WORLD SOFTWARE LICENSE FEE $164,130 LESS EVERGREEN DISCOUNT (149,130) TOTAL TYLER SOFTWARE LICENSE FEES DUE $15,000 B. PROFESSIONAL SERVICES ITEM DESCRIPTION INVESTMENT PROFESSIONAL SERVICES 1. Project Management Services as required: $7,326 -Project Management -Overall consultation and communication -Monthly status reports and project updates throughout the duration of the project -Implementation Plan 2. Enterprise CAD Implementation and Training Services are included for: 19,800 -Software Tailoring and Set Up -User Education and Training -Other Technical Support -Travel Time Included *Assumes train-the-trainer approach, with the exception of CAD,which is end user training 3. Systems Assurance and Software Installation 17,600 New World Enterprise Standard Environment 13,200 -Configure application servers -Consult on connectivity to new or existing Windows environment -Verify operating system and SQL configuration -Verify workstation configuration Message Switch Installation Support to include: 4,400 -Reconfiguration at go-live from MSP CAD to Enterprise CAD-Configure system variables(i.e.,operating system,interfaces,etc.) -Migrate all application software and agency data 4. Fixed Installation Service Fees: 25,220 -911 Interface 880 -NG911 Interface 580 -State/NCIC 4,400 -On-Line CAD Interface to State/NCIC 1,760 -CAD Pager Interface 440 -Encoder Interface 440 -NCIC Parsing(CAD) 2,640 -NCIC Parsing(Mobile) 2,640 -Response Plans 1,760 -Interface Go-Live Support 880 -Interface Post-Live Support 880 -Migrate LERMS Interfaces 1,760 GIS Implementation -New World Enterprise 6,160 5. Data File Conversion Pricing Estimates Multiple Application Database -CAD /Call for Service 4,000 TOTAL IMPLEMENTATION SERVICES $73,946 C. THIRD PARTY PRODUCTS AND SERVICES ITEM DESCRIPTION INVESTMENT 1. THIRD PARTY PRODUCTS AND SERVICES THIRD PARTY SOFTWARE a. GIS Software $6,500 CAD -Esri 10.2 6,500 Server(1 unit) CAD(3 units) Mobile(55 units) TOTAL THIRD PARTY PRODUCTS AND SERVICES $6,500 D. TRAVEL AND LIVING EXPENSES(Estimate) ITEM DESCRIPTION INVESTMENT 1. TRAVEL AND LIVING EXPENSES(Estimate) Estimated 10 trips at$2,000 per trip. $20,000 TOTAL ONE TIME COST $115,446 E. MAINTENANCE AND SUPPORT FEES ITEM DESCRIPTION INVESTMENT 1. MAINTENANCE AND SUPPORT AGREEMENT(Year 1 Cost): Associated Maintenance and Support fees will be added to the Client's current Maintenance and Support Agreement and will be invoiced on a pro rata basis beginning on the first day of the month following Amendment Effective Date,and thereafter in a lump sum amount together with Client's then- current maintenance and support fees for previously licensed software.(Includes Exhibit A Esri Integration for the Esri software that is part of Exhibit A Licensed Software.) Year 1 Maintenance: $4,515 PRICING VALID THROUGH SEPTEMBER 30,2017. Pricing Assumptions Personal Computers must meet the minimum hardware requirements for New World products.Microsoft Windows 7/8 or later is required for all client machines. Windows 2008/2012 Server and SQL Server 2008/2012 are required for the Application and Database Server(s). New World product requires Microsoft Windows 2008/2012 Server and SQL Server 2008/2012 including required Client Access Licenses(CALs)for applicable Microsoft products.Servers must meet minimum hardware requirements provided by Tyler. New World product requires Microsoft Excel or Windows Search 4.0 for document searching functionality;Microsoft Word is required on the application server for report formatting. Tyler recommends a 100/1000MB(GB)Ethernet network for the local area network. Wide area network requirements vary based on system configuration, Tyler will provide further consultation for this environment. Does not include any required 3rd party hardware or software unless specified in Section C of this Investment Summary.Customer is responsible for any 3rd party support. Licensed Software,and third party software embedded therein,if any,will be delivered in a machine readable form to Customer via an agreed upon network connection. Any taxes or fees imposed are the responsibility of the purchaser and will be remitted when imposed. Tyler's GIS implementation services are to assist the Customer in preparing the required GIS data for use with the Licensed New World Software. Depending upon the Licensed Software the Customer at a minimum will be required to provide an accurate street centerline layer and the appropriate polygon layers needed for Unit Recommendations and Run Cards in an industry standard Esri file format(Personal Geodatabase,File Geodatabase,Shape Files).Customer is responsible for having clearly defined boundaries for Police Beats,EMS Districts and Fire Quadrants.If necessary Tyler will assist Customer in creating the necessary polygon layers(Police Beats,EMS Districts and Fire Quadrants)for Unit Recommendations and Run Cards. Tyler is not responsible for the accuracy of or any ongoing maintenance of the GIS data used within the Licensed New World Software. Customer is responsible for any ongoing annual maintenance on third-party products,and is advised to contact the third-party vendor to ensure understanding of and compliance with all maintenance requirements. All Tyler Customers are required to use Esri's ArcGIS Suite to maintain GIS data.All maintenance,training and ongoing support of this product will be contracted with and conducted by Esri. Maintenance for Esri's ArcGIS suite of products that are used for maintaining Customer's GIS data will be contracted by Customer separately with Esri. Requires West hardware at each workstation responding to texts;not included in proposal. For State/NCIC,Customer is responsible for obtaining the necessary State approval and any non-Tyler hardware and software.Includes state- specific standard forms developed by Tyler.Additional forms can be provided for an additional fee. New World Mobility Client software supports Apple iPhone 65,iPad Air 2 or newer,iPad Mini 4 or newer and iPad Pro,and iOS 10.2.1 or latest version. • •••••• tyler • • technologies Exhibit 2 Upgrade Services 1. Project Management Services We shall act as Project Manager to assist you in implementing the Tyler Software. Project Management Services include: a) Developing an Implementation Plan; c) Providing revised Implementation Plans (if required); d) Providing monthly project status reports; and e) Facilitating project status meetings • a project review(kickoff) meeting at your location • progress status meeting(s) during implementation via telephone conference or at your location; and • a project close-out meeting at your location to conclude the project. f) Consultation with other vendors or third parties, if necessary. 2. Implementation and Training Support Services Implementation and training support services have been allocated for this project as described in the Investment Summary. Avoiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. The recommended implementation and training support services include: a) implementation of the Tyler Software; and b) Training you or assisting with your training on the Tyler Software . The project management, implementation and training support services provided by us may be performed at your premises and/or at our headquarters in Troy, Michigan (e.g., portions of project management are performed in Troy). We make all reasonable efforts to schedule our personnel for travel, including arranging travel reservations, at least two (2)weeks in advance of commitments. Therefore, if you cancel services less than two (2)weeks in advance (other than for Force Majeure or breach by us),you will be liable for all (a) non-refundable expenses incurred by us on your behalf, and (b) daily fees associated with cancelled professional services if we are unable to reassign our personnel. We will make all reasonable efforts to reassign personnel in the event you cancel within two (2)weeks of scheduled commitments. 3. Interface and/or Fixed Installation Services We shall provide interface and/or fixed installation services as described in the Investment Summary. Our GIS implementation services are to assist you in preparing the required GIS data for use with the Tyler Software. At a minimum, you will be required to provide an accurate street centerline layer and the appropriate polygon layers needed for Unit Recommendations and Run Cards in an industry standard ESRI file format (Personal Geodatabase, File Geodatabase, Shape Files). You are responsible for having clearly defined boundaries for Police Beats, EMS Districts and Fire Quadrants. If necessary, we will assist you in creating the necessary polygon layers (Police Beats, EMS Districts and Fire Quadrants) for Unit Recommendations and Run Cards. We are not responsible for the accuracy of or any ongoing maintenance of the GIS data used within the Tyler Software. 4. Hardware Quality Assurance Service We shall provide Hardware Systems Assurance of your.NET server(s). a) Hardware Quality Assurance Services (Standard Environment): Hardware Systems Assurance and Software Installation: - Assist with High Level System Design/Layout - Validate Hardware Configuration and System Specifications - Validate Network Requirements, including Windows Domain - Physical Installation of our Application Servers Configure Disaster Recovery - Install Operating System and Apply Updates - Install SQL Server and Apply Updates - Install New World Applications Software and Apply Updates - Establish Base SQL Database Structure - Install Anti-Virus Software and Configure Exclusions - Install Automated Backup Software and Configure Backup Routines - Configure System for Electronic Customer Support (i.e. NetMeeting) - Tune System Performance Including Operating System and SQL Resources - Test High Availability/Disaster Recovery Scenarios (if applicable) - Provide Basic System Administrator Training and Knowledge Transfer - Document Installation Process and System Configuration 5. Message Switch Operating System Assurance Service We shall provide Message Switch Operating System Assurance, which includes: a) Message Switch Operating System Assurance Services: Operating System Assurance and Software Installation Services: - Unpack and assemble hardware - Verify core hardware functionality(network/video/storage devices/usb) - Install and update AIX Operating System - Install and update applicable system manual pages - Set AIX environment variables - Build system user-ids and applicable authorizations - Install and stage message handler and compilers - Verify and allocate disk space - Mirror hard drives and boot sequencing - Migrate all Message Switch data from the old server to the new server - Configure devices on the new server(Ethernet cards, print queues,tty's, etc.) - Verify all scripts are adjusted for new machine - Migrate all source code from old machine to the new machine - Compile New World Message Switch programs - Assure Message Switch operation in the live environment - Adjust any tables as needed during the assurance phase - Setup automatic"cron"jobs - Complete full system and log backups - Perform any necessary administrator training • •••••• tyler• • • • technologies Exhibit 2 Schedule 1 Data File Conversion Assistance We will provide conversion assistance to you to help convert the existing data files specified below. If additional files are identified after contract execution, estimates will be provided to you prior to us beginning work on those newly identified files. General 1. This conversion effort includes data coming from the New World database, not multiple sources. 2. No data cleansing, consolidation of records, or editing of data will be part of the data conversion effort. Any data cleansing, removal of duplicate records, or editing must take place by you prior to providing the data to us. Our Responsibilities 1. We will create and provide you with a conversion design document for signoff prior to beginning development work on the data conversion. No conversion programming by us will commence until you approve this document. 2. We will provide the data conversion programs to convert your data from a single data source to the Tyler Software. 3. As provided in the approved project plan for conversions, we will schedule on-site trip(s) to your location in order to conduct the following: Conversion Go-Live Implementation and Support You will be responsible for travel expenses as set forth in the Invoicing and Payment Policy. Client Responsibilities 1. You will give us access to your current MSP database for extraction of data. 2. As provided in the project plan for conversions, you will provide a dedicated resource in each application area to focus on conversion mapping and testing. This includes dedicating a support person(s) whenever our staff is on site regarding conversions. Roughly a one to one ratio exists for your commitment and our commitment. You understand that thorough and timely testing of the converted data by your personnel is a key part of a successful data conversion. 3. You agree to promptly review and signoff on both the conversion design document, and on the final conversions after appropriate review. Files to be Converted: New World MSP CAD/Call for Service to New World Enterprise CAD Calls for Service. 11 H S Works Computing Inc 1801 American Blvd East Suite 12 Doc #: 127567 2 rev of 2 Modified Date: Sep 14, 2017 09:54 AM CDT Bloomington, Minnesota 55425 United States Expiration Date: 2017-09-30 Description: Commvault add-on licenses http://www.workscomputing.com Salesrep: Kurt Ostrowski (P) 952 746 1580 (kurt.ostrowski@workscomputing.com) COMPUTING (F) 952-746-1585 Phone: (952) 500-2823 Customer City of Eden Prairie (C01066) Goldenstein,James 8080 Mitchell Rd Eden Prairie, MN 55344 United States (P)952-949-8300 # Description Part# Qty Unit Price Total 1 COMMVAULT PHYSICAL APPLICATION SERVER CLIENT BACKUP&RESTORE- PURCHASED ON A CN- 1 $1,581.25 $1,581.25 PER CLIENT BASIS. LICENSE INCLUDES 1 SERVER FILE SYST EM CLIENT FOR DATA PROTECTION, ABR- ALONG WITH AN APP CLASS 1, 2, &3 AGENT. CANT BE COMBINED WITH ANY CAPACITY LICENSE CLT THA 2 COMMVAULT PHYSICAL FILE SERVER CLIENT BACKUP& RESTORE WITH ONEPASS PURCHASED CN- 5 $893.75 $4,468.75 ON A PER CLIENT BASIS. LICENSE INCLUDES 1 SERVER FILE SYSTEM CLIENT FOR DATA FBR- PROTECTION WITH ONEPASS RIGHTS. COMMSERVE AND MEDIA AGENT INFRASTRUCTURE IS CLT INCLUDED WITH THIS L 3 ADVANCED VM SOLUTION SET: INCLUDES FOUNDATION FUNCTIONALITY(SB-CSIM-V-F-10)AND SB- 2 $1,725.00 $3,450.00 ADDS VIRTUAL PROTECTION-BASED APPLICATION INTEGRATI ON, INTELLISNAP, CLOUD CSIM- CONNECTOR, &SELF-SERVICE OPTIONS. PURCHASED ON VM BASIS TO MATCH UNIQUE,ACTIVE V-AF- VM COUNT, SOLD IN 10 License- 10 VMs Maintenance 12 mo 4 NOTIFICATION OF SOFTWARE UPDATES, PRODUCT FIXES AND RELATED ENHANCEMENTS. 24 S- 1 $2,185.00 $2,185.00 HOUR ACCESS TO THE COMMVAULT TECHNICAL ASSISTANCE CENTE R (INCLUDING HOLIDAYS). PREM- QUARTERLY REPORTS. 23 Note: 12 months Terms: Net 30 days Total: $11,685.00 Quote does not include tax and shipping charges. Thank you for letting us provide you this quote.We value your business and will continue to provide you excellent service in addition to our comprehensive product line. These prices may NOT include applicable taxes, insurance, shipping, delivery setup fees, or any cables or cabling services or material unless specifically listed above. All prices are subject to change without notice. Supply subject to availability. • Pricing Proposal h .. 4.__noliQuotation #: 14160751 Reference#: Microsoft EES SQL 7334747 Created On: 9/22/2017 Valid Until: 9/30/2017 MN LOGIS Inside Account Manager Lori Hackett Michelle Matyash 5750 DULUTH STREET 290 Davidson Ave ATTN:A/P Somerset, NJ 08873 GOLDEN VALLEY, MN 55422 Phone: 732-868-8769 United States Fax: Phone: (763)543-2606 Email: michelle_matyash@shi.com Fax: Email: Lhackett@logis.org All Prices are in US Dollar(USD) Product Qty Your Price Total 1 SQLSvrStdCore ALNG LicSAPk MVL 2Lic CoreLic 6 $3,216.34 $19,298.04 Microsoft-Part#: 7NQ-00302 Contract Name:Open Market Contract#: Open Market Coverage Term:9/25/2017—4/30/2018 Note: 2 core license packs to cover a total of 12 cores Subtotal $19,298.04 Total $19,298.04 Additional Comments Thank you for choosing SHI International Corp!The pricing offered on this quote proposal is valid through the expiration date listed above.To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information including Hardware, Software and Services Contracts, please contact an SHI Inside Sales Representative at(888)744-4084. SHI International Corp. is 100% Minority Owned,Woman Owned Business. TAX ID#22-3009648; DUNS#61-1429481;CCR#61-243957G;CAGE 1 HTFO The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolicy, unless there is an existing agreement between SHI and the Customer. Enhanced Technologies • Text to 911 interface • GeoFence—brings together a geographical location and set of rules and triggers something to happen(ie: a notification)when units interact with that location. These can be created on the fly(for a missing person) or as a template (school zone). Can be created via CAD or Mobile. • BOLOs have been enhanced to allow attachments (images). Could be used in place of our Analyst's Police Advisories. BOLOs can be created from a call or associated to a call. BOLO can be sent to Mobile from CAD. BOLOs can be emailed or printed in PDF format. • Fire Response Plans—would meet the desires of Fire to dispatch apparatus vs just Duty or General. • ASAP (Automated Secure Alarm Protocol) interface Interface will be set up between Alarm Company and New World. Alarm calls will automatically create incident within New World via the interface—no need for phone call. Has the ability to msg between Alarm Co dispatch and PD Dispatch. • Map functionality-Ability to add hyperlinks to the map (ie: cameras, website, network file). Auto-Zoom functionality. Create perimeters. Can share roadblocks, perimeters, and geofences from CAD map to Mobile map. BOLOs appear as location alerts on the map. • New reports—might be able to capture some of the info we want regarding how much time an officer spends on reports, follow up, etc. Web Reporting offered as a stand-alone solution—should reduce load on CAD. • Mobile will have the ability to identify Primary Unit • If a roadblock or traffic incident is created on the CAD map—it is shared with Mobile. • CAD has the ability to create perimeters on the map and share them with Mobile • Ability to create groups for messaging rather than scrolling through the list or sending to all users. • Ability to utilize Equitable Load Sharing in Unit Recommendations (when 2 or more units are equally recommendable for a Call, but some have been on calls more recently than others, the unit that has been idle (not on a call) the longest would be recommended. • AVL playback—gives you the ability to see where units were and what time they were there. • NCIC—ability to automatically search local records when running an NCIC query on vehicles or subjects. CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 3, 2017 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Fire Department Annual Maintenance Agreement for EPFD VIII.D. George Esbensen, Fire Chief Dispatch Consoles and Loggers Requested Action Move to: Approve annual agreement with Motorola in the amount of$34,948.56 for maintenance service on Eden Prairie Fire Department's loggers and dispatch consoles. Synopsis Motorola is the sole provider for maintenance service of Eden Prairie Fire Department's loggers and dispatch consoles. Nice is a third party vendor to Motorola. This agreement will continue our yearly service. These services are paid for by the 911 Fund. Attachments Motorola Service Agreement Nice Service Agreement MOTOROLA SOLUTIONS SERVICES AGREEMENT Attn:National Service Support/4th fl Contract Number: USC000020862 1301 East Algonquin Road Schaumburg,IL 60196 Contract Modifier: R01 (800)247-2346 Date: 9/13/2017 Customer Name: Eden Prairie Fire Dept,City Of Required P.O.: No Attn: Customer#: 1036447929 Billing Address: 8080 Mitchell Rd Bill to Tag#: 0002 City, State,Zip: Eden Prairie, MN 55344 Contract Start Date: 11/01/2017 Customer Contact: Mark Vandenberghe Contract End Date: 10/31/2018 Phone: (952)949-8368 Anniversary Day: Oct 31st Payment Cycle: ANNUAL PO#: QTY MODEL/OPTION SERVICES DESCRIPTION *****Recurring Services***** LSVO1000421A NETWORK HARDWARE REPAIR W/ADV REPLACEMENT SERVICE 1 Dispatch Site 4 MCC7500 Operator Positions LSVO1000400A NETWORK EVENT MONITORING SERVICE 2 Dispatch Site LSVO1Q00402A DISPATCH SERVICE 2 Dispatch Site 4 MCC7500 Operator Positions LSVO1Q00402A ONSITE SUPPORT SERVICE 2 Dispatch Site 4 MCC7500 Operator Positions LSVO1000404A ANNUAL PREVENTATIVE MAINTENANCE SERVICE 2 Dispatch Site 4 MCC7500 Operator Positions PACKAGE PRICING SUMMARY MONTHLY EXT EXTENDED AMT Subtotal-Recurring Services $ _ 1,122.86 $ 13,474.32 SPECIAL INSTRUCTIONS-ATTACH Subtotal-One-Time Event STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS $ _ Services Total $ 1,122.86 $ 13,474.32 Customer is part of the ARMER System.Special taxation terms apply. _ Taxes $ Customer receives Technical Support,Network Upgrades,and Security Grand Total $ 1,122.86 $ 13,474.32 Updates under the terms and conditions of Minnesota State Support THIS SERVICE AMOUNT IS SUBJECT TO STATE&LOCAL TAXING Contract,D.O.A.Contract No.104183(formerly Contract No.16494), JURISDICTIONSWHERE APPLICABLE,TO BE VERIFIED BY MOTOROLA. Release No.S-914(5)(SLC#S00001004167). The prices quoted via this service contract renewal are valid only until Subcontractor(s) City State expiration of the current service contract.If Customer does not provide to MOTOROLA SYSTEM ELGIN IL MSI a valid,executed contract renewal within 30 days of contract SUPPORT CENTER expiration a one-time administrative fee equal to 5%of the subsequent MOTOROLA SYSTEM SUPPORT CENTER-NETWORK year's annual contract rate will be billed to the Customer upon MGMT D0067 EDEN PRAIRIE MN reestablishment of the expired service contract.Price with 5% Administration fee once delinquent=$14,148.00 MOTOROLA SYSTEM SUPPORT CTR-CALL CENTER BROADVIEW HEIGHTS OH D0066 ANCOM TECHNICAL CENTER BURNSVILLE MN I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and Conditions,a copy of which is attached to this Service Agreement,is incorporated herein by this reference. AUTHORIZED CUSTOMER SIGNATURE TITLE DATE CUSTOMER(PRINT NAME) CSM 9/15/2017 MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE Charles Benson 615-342-9578 MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE Service Terms and Conditions Motorola Solutions Inc.("Motorola") and the customer named in this Agreement("Customer") hereby agree as follows: Section 1. APPLICABILITY These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either(1) maintenance, support, or other services under a Motorola Service Agreement, or(2) installation services under a Motorola Installation Agreement. Section 2. DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Maintenance Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3. "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3.ACCEPTANCE Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start Date" indicated in this Agreement. Section 4. SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola' s then-applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5. EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Section 6. TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customers location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7. CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers)that will be available twenty-four(24) hours per day, seven (7)days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8. PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. Section 9.WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customers sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10. DEFAULT/TERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11. LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1)year after the accrual of the cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12. EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorolas property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15. COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2)years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law. Section 16. MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customers custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customers premises by Motorola at any time without restriction. Section 17. GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that partys reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable)following the Separation Event. 17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1)YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY(30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorolas then effective hourly rates. 17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. Revised Oct 15, 2015 MOTOROLA SOLUTIONS SERVICES AGREEMENT Attn:National Service Support/4th fl Contract Number: USC000008396 1301 East Algonquin Road Schaumburg,IL 60196 Contract Modifier: R01 (800)247-2346 Date: 9/13/2017 Customer Name: Eden Prairie Fire Dept,City Of Required P.O.: No Attn: Customer#: 1036447929 Billing Address: 8080 Mitchell Rd Bill to Tag#: 0002 City, State,Zip: Eden Prairie, MN 55344 Contract Start Date: 11/01/2017 Customer Contact: Mark Vandenberghe Contract End Date: 10/31/2018 Phone: (952)949-8368 Anniversary Day: Oct 31st Payment Cycle: ANNUAL PO#: QTY MODEL/OPTION SERVICES DESCRIPTION *****Recurring Services***** SVCO2SVC0126A NICE GOLD-LITE PACKAGE 1 NICE Site PACKAGE PRICING SUMMARY MONTHLY EXT EXTENDED AMT Subtotal-Recurring Services $ 1,789.52 $ 21,474.24 SPECIAL INSTRUCTIONS-ATTACH Subtotal-One-Time Event STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS $ _ Services The prices quoted via this service contract renewal are valid only until Total $ 1,789.52 $ 21,474.24 expiration of the current service contract.If Customer does not provide to Taxes $ MSI a valid,executed contract renewal within 30 days of contract expiration a one-time administrative fee equal to 5%of the subsequent Grand Total $ 1,789.52 $ 21,474.24 year's annual contract rate will be billed to the Customer upon THIS SERVICE AMOUNT IS SUBJECT TO STATE&LOCAL TAXING reestablishment of the expired service contract.Price with 5% JURISDICTIONSWHERE APPLICABLE,TO BE VERIFIED BY MOTOROLA. Administration fee once delinquent=$22,548.00 Subcontractor(s) City State MOTOROLA SYSTEM ELGIN IL SUPPORT CENTER MOTOROLA SYSTEM SUPPORT CENTER-NETWORK EDEN PRAIRIE MN MGMT D0067 MOTOROLA SYSTEM SUPPORT CTR-CALL CENTER BROADVIEW HEIGHTS OH D0066 ANCOM TECHNICAL CENTER BURNSVILLE MN I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and Conditions,a copy of which is attached to this Service Agreement,is incorporated herein by this reference. AUTHORIZED CUSTOMER SIGNATURE TITLE DATE CUSTOMER(PRINT NAME) L .^ •- CSM 9/15/2017 MV TITLE DATE Charles Benson 615-342-9578 MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE Service Terms and Conditions Motorola Solutions Inc.("Motorola") and the customer named in this Agreement("Customer") hereby agree as follows: Section 1. APPLICABILITY These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either(1) maintenance, support, or other services under a Motorola Service Agreement, or(2) installation services under a Motorola Installation Agreement. Section 2. DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Maintenance Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3. "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3.ACCEPTANCE Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start Date" indicated in this Agreement. Section 4. SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola' s then-applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5. EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Section 6. TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customers location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7. CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers)that will be available twenty-four(24) hours per day, seven (7)days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8. PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. Section 9.WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customers sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10. DEFAULT/TERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11. LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1)year after the accrual of the cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12. EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorolas property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15. COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2)years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law. Section 16. MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customers custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customers premises by Motorola at any time without restriction. Section 17. GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that partys reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable)following the Separation Event. 17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1)YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY(30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorolas then effective hourly rates. 17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. Revised Oct 15, 2015 CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 3, 2017 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Fire Department Memorandum of Understanding between Eden VIII.E. George Esbensen, Fire Chief Prairie and Hennepin County for SMS Text-to-9-1-1 call handling. Requested Action Move to: Approve Memorandum of Understanding between Eden Prairie and Hennepin County to allow Hennepin County Sheriff's Office to answer Eden Prairie SMS text-to-9-1-1 calls. Synopsis This Memorandum of Understanding (MOU) was developed to establish the framework to facilitate the transitional receiving and processing of SMS Text-to-9-1-1 calls originating in the Metropolitan Region. The MOU is entered into by and between Hennepin County, on behalf of the Hennepin County Sheriff's Office and Anoka County, City of Bloomington, Carver County, Chisago County, Dakota Communications Center, City of Eden Prairie, Isanti County, City of Minnetonka, North Ambulance, Ramsey County, Ridgeview Medical Center, Scott County, City of St. Louis Park, Washington County, and City of White Bear Lake. There are no financial obligations under this MOU,there are no other powers or authorities granted under this MOU, and the MOU shall expire on December 31, 2018 unless terminated earlier in accordance with the provisions therein. This is scheduled to be a 2nd or 3rd quarter installation for Eden Prairie Dispatch to start handling our own calls. Attachment Memorandum of Understanding Memorandum of Understanding for SMS Text-to-9-1-1 Call Handling in the Metropolitan Region This Memorandum of Understanding (MOU) is entered into by and between Hennepin County, on behalf of the Hennepin County Sheriff's Office (may be referred to herein as herein "HCSO"), and Anoka County, City of Bloomington, Carver County, Chisago County, Dakota Communications Center, City of Eden Prairie, Isanti County, City of Minnetonka, North Ambulance, Ramsey County, Ridgeview Medical Center, Scott County, City of St. Louis Park, Washington County, and City of White Bear Lake, each a locally operated Public Safety Answering Point located within the Metropolitan Twin Cities region of the State of Minnesota (may be referred to herein as a "PSAP" or collectively as "PSAPs"). WHEREAS, the State of Minnesota, Department of Public Safety, Division of Emergency Communication Networks, in conjunction with the Statewide Emergency Communications Board NG9-1-1 Committee, has established a regional approach for SMS Text-to-9-1-1 calls; and, WHEREAS, the regional approach for SMS Text-to-9-1-1 call handling is to have "at least one PSAP in every region"that is capable of receiving and processing SMS Text-to-9-1-1 calls that originate in that region; and, WHEREAS, there are seven regions in the State of Minnesota; and, WHEREAS, one of the seven regions is the Metropolitan Twin Cities Region (the "Metropolitan Region"), which includes nineteen (19) primary PSAPs and four (4) secondary PSAPs; and WHEREAS, HCSO and the PSAPs are located within the Metropolitan Region; and, WHEREAS, the HCSO and PSAPs have established and agreed upon "Standard Operating Procedures (SOP)"for exercising best efforts in the receiving and processing of Metropolitan Region SMS Text-to-9-1-1 calls, which is attached as Exhibit A hereto; and, NOW THEREFORE, in consideration of the mutual understandings and agreements hereinafter set forth, HCSO and PSAPs agree as follows: 1. Purpose The purpose of this MOU is to establish the framework to facilitate the transitional receiving and processing of SMS Text-to-9-1-1 calls that originate in the Metropolitan Region. 2. Performance Pursuant to the Standard Operating Procedures (Exhibit A), (i) HCSO will exercise best efforts to receive and process SMS Text-to-9-1-1 calls which originate within its wireless 9-1-1 ESZ boundaries; and (ii) HCSO will exercise best efforts to receive and process SMS Text-to-9-1-1 calls that originate in the Metropolitan Region but are outside of HCSO's wireless 9-1-1 ESZ boundaries and in areas within the Metropolitan Region that do not otherwise have a serving PSAP with the capability of receiving and processing SMS Text-to-9-1-1 calls. Page 1 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region 3. Duration and Notice to Terminate This MOU shall commence upon execution by HCSO and shall expire on December 31, 2018, unless terminated earlier in accordance with the provisions herein. A. A PSAP shall, upon successful testing of SMS Text-to-9-1-1 call receiving and processing and then directly receiving and processing SMS Text-to-9-1-1 calls, withdraw from this MOU. B. In addition to Item 3.A above, any PSAP may, following sixty (60) day written notification to all parties, withdraw from this MOU. C. HCSO may, following one hundred eighty day written notification to all parties, terminate this MOU in entirety. D. This MOU may be amended by written agreement of all parties. E. Notifications shall be in writing and directed to the individual PSAP's then-current Manager or representative in charge. 4. Powers and Authority under this MOU There are no other powers or authorities granted under this MOU which are not herein identified. This MOU is for understanding the relationship between HCSO and PSAPs regarding receiving and processing SMS Text-to-9-1-1 calls. Nothing herein is intended to nor shall be construed as creating any third party beneficiary rights to enforce any provisions of this MOU. For clarification and not limitation, this MOU is not intended to give anyone third party standing. 5. Financial Obligations under this MOU There are no financial obligations of the HCSO to the PSAPs. There are no financial obligations of the PSAPs to the HCSO. 6. Liability Each party to this MOU shall be responsible for its own acts and omissions and for the acts and omissions of its officers and employees. Each party expressly confirms, and the other parties agree, that they will not be responsible for the liabilities, acts, or omissions of the other parties or of the other parties'officers or employees. Each party therefore agrees to indemnify, defend and hold harmless each other party for claims arising out of acts or omissions of its officers or employees asserted against another party. Each party agrees to promptly notify all other parties if it becomes aware of any potential claim(s), or facts giving rise to such claim(s), that arise out of the duties and activities set forth in this MOU. As applicable, some parties' liability is governed and limited by the Municipal Tort Claims Act, Minnesota Statutes, Chapter 466. Nothing in this Agreement shall be construed as a waiver of any municipal tort liability limits, governmental immunities or defenses. Under no circumstances shall a party be required to pay, on behalf of itself and the other parties, any amounts in excess of the limits of liability established in Minnesota Statutes. The statutory limits of liability may not be added together or stacked to increase the maximum amount of liability for any party. Page 2 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region Each party acknowledges and agrees that it is insured or self-insured including but not limited to workers compensation insurance. 7. Conversion from Transitional SMS Text-to-9-1-1 Call Handling. Each PSAP will provide confirmation, per Exhibit B, outlining their plan between now and December 31, 2018, to implement the capability of receiving and handling SMS Text-to-9-1-1 calls. Effective January 1, 2019, PSAPs not able to receive and process SMS Text-to-9-1-1 calls will sign new MOUs, or other similar agreements, with the PSAP of their choice or receive and process SMS Text-to-9-1-1 calls on their behalf. For clarification and not limitation, nothing herein is intended to nor shall be construed as requiring that HCSO receive and process any SMS Text-to-9-1-1 calls, pursuant to the terms herein, after December 31, 2018 or that HCSO shall be required to enter any MOU or similar agreement with any PSAP. 8. Miscellaneous Provisions. The parties shall comply with all applicable federal, state and local statutes, regulations, rules and ordinances currently in force or later enacted including but not limited to Minnesota Statutes, chapter 13 (the Minnesota Government Data Practices Act) and Minnesota Statutes section 16C.05. 9. Execution of Agreement The individual parties hereto have executed this MOU as of the day and year entered on the appropriate signature pages. This MOU may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to constitute one and the same agreement. 10. Signature Authority Each party represents to the other that it has full authority to enter into and secure performance of this MOU and that the person signing this MOU on behalf of the party has been properly authorized to enter into this MOU. 11. Exhibits to this Document There are two (2) Exhibits to this MOU: Exhibit A, which outlines Standard Operating Procedures for the HCSO SMS Text-to-9-1-1 call receiving and processing, and Exhibit B, which identifies and documents the individual PSAP's SMS Text-to-9-1-1 conversion commitment. Both Exhibits follow as attachments to this document. IN WITNESS WHEREOF, the Parties to this Agreement have hereunto set their hands on the date written below: (Signature pages to follow) Page 3 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region Anoka County PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 4 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region City of Bloomington PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 5 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region Carver County PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 6 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region Chisago County PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 7 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region Dakota Communications Center PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 8 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region City of Eden Prairie PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 9 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region Hennepin County Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 10 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region Isanti County PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 11 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region City of Minnetonka PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 12 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region North Ambulance PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 13 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region Ramsey County PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 14 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region Ridgeview Medical Center PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 15 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region Scott PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 16 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region City of St. Louis Park PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 17 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region Washington County PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 18 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region City of White Bear Lake PSAP Signature Page to the Memorandum of Understanding Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 19 of 19 Memorandum of Understanding SMS Text-to-9-1-1 Metropolitan Region EXHIBIT A to the Memorandum of Understanding for SMS Text-to-9-1-1 Call Handling in the Metropolitan Region Hennepin County Sheriff's Office Dispatch Standard Operating Procedure (SOP) for SMS Text-to-9-1-1 Calls DATE ISSUED: 09-07-2017 REVISION DATE: TBD SUBJECT: SMS TEXT-TO-9-1-1 CALL HANDLING I. PURPOSE This SOP has been developed to standardize the method of receiving and processing Short Message Service (SMS) Text-to-9-1-1 calls. The purpose of SMS Text-to-9-1-1 is to provide a means of communication between the"texter"/ caller and the"telecommunicator"/ call-taker at the Hennepin County Sheriff's Office (HCSO) Public Safety Answering Point (PSAP) when it is not feasible for callers to make a traditional voice call. Callers who find themselves in a situation where they are only able to text and individuals who are hearing impaired or unable to speak may opt to utilize SMS Text-to-9-1-1 calls. This technology is new and modifications to this policy will occur as technology advances. II. POLICY It is the policy of the HCSO PSAP to establish operational procedures for answering and processing all calls received at the PSAP via SMS Text-to-9-1-1. Telecommunicators are to provide the same level of service via SMS Text-to-9-1-1 calls as currently required on voice calls. All protocol adherence including answering the incoming SMS Text to 911 call, questioning, emergency dispatch, customer service, post-dispatch instructions and scene safety processes will be performed during SMS Text-to-9-1-1 calls. However, due to the limitations of SMS Text-to-9-1-1 communications and for timely processing there may be some instances where verbiage will be limited and the telecommunicator may abbreviate and/or shorten some information without jeopardizing the safety of the callers, victim(s) and/or responder(s). III. SMS TEXT-TO-9-1-1 CALL PROCESSING A. Calls received via SMS Text-to-9-1-1 will come in to the Center on the VESTA 9-1-1 telephone system. B. The SMS Text-to-9-1-1 call screen may show the latitude and longitude of the cell tower site (Phase 1), not the location of the caller. The telecommunicator can rebid the location if the caller indicates they are traveling. C. Pre-set messages are available. The telecommunicator may choose to use them as appropriate. The telecommunicator may also choose to manually type to the caller. The use of pre-set messages is recommended, but optional. If telecommunicators use free form typing, they should be aware that typing in all capital letters is considered "yelling" in text messaging. D. Due to the nature of SMS Text-to-9-1-1 calls, messages shall be limited to approximately 160 characters, before sending the message. Page 1 of 4 Exhibit A to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region E. Employees will answer any SMS Text-to-9-1-1 calls as they do all other 9-1-1 voice calls: "9-1-1 what is the address of your emergency?"The telecommunicator may ask the caller if they are able to safely call 9- 1-1 rather than text, unless this is made clear at the onset of the call. F. If an SMS Text-to-9-1-1 call is received and it has no communication thereafter, or if the message is unreadable or the caller is unable to provide an address of the emergency, an attempt will be made to contact the caller via text. If there is still no answer, a callback will be made in the same manner as a voice 9-1-1 hang up, to ascertain if assistance is needed. If the initial SMS Text-to-9-1-1 call indicated an emergency, the telecommunicator will use other methods in an attempt to locate the caller. This includes, but not limited to: rebidding the location, contacting the carrier for pinging of the phone or other subscriber information. G. SMS Text-to-9-1-1 calls are expected to be processed using the same standards for processing emergency and non-emergency voice calls for service. The"standard ABC"questioning of dispatch (Where, What, When, Who, Why) will still be applicable. As emphasized in basic call-taking, the most important piece of information to obtain is the location of the emergency followed by the type of emergency. This procedure will be followed on SMS Text-to-9-1-1 calls. H. Telecommunicators should avoid the use of"texting" lingo, shortcuts and/or acronyms. Some of these are not universally understood and/or have multiple meanings. All correspondence from the telecommunicator should be in plain language. The caller should be encouraged not to use the"texting" lingo, emojis shortcuts and/or acronyms to help eliminate any confusion on the part of both parties. However, callers are not required to oblige. In the event it becomes difficult to understand a caller's need due to the use of these shortcuts, the telecommunicator will ask the caller to explain the shortcut. I. Addresses will need to be verified on all SMS Text-to-9-1-1 calls. To verify an address, the telecommunicator should ask/text one of the following questions to verify the location of the emergency. "Verifying you are at 123 Main St, Plymouth, Minnesota" OR"Confirming the address is"123 Main St in Plymouth, Minnesota". A mistyped or auto corrected street name by the caller may provide the telecommunicator with a wrong address, so every address should be verified in this type of manner. It is important that the city and state be verified in each SMS Text-to-9-1-1 call. J. When an SMS Text-to-9-1-1 call for service is deemed necessary for dispatch and pertinent information is received, a CAD call for service will be initiated. Once an SMS Text-to-9-1-1 call is deemed ready for dispatch, the call is to be processed and dispatched according to the procedure for the specific event. HCSO telecommunicators will attempt to gather all necessary information needed to properly process the call, dispatch appropriate responders, and follow through with any other necessary instructions or information. K. All other pertinent information will be asked for by the telecommunicator to help ensure bystander and responder safety. All pertinent information will be added to the call for service in CAD and relayed to the responding unit(s) as appropriate. The telecommunicator will note that the call was received by SMS text when creating the call in CAD. When the call is dispatched over the radio, the responders will be advised that the call is being received by SMS Text-to-9-1-1 call. L. It is important to confirm that the caller can be reached at the same number from which the SMS Text-to-9- 1-1 call is originating. M. The telecommunicators will inform the SMS Text-to-9-1-1 caller that the responders will be dispatched for the requested assistance. Ex: "An ambulance will be dispatched to 123 Main St in Plymouth, text/call back if anything changes or you have further information." An SMS Text-to-9-1-1 call session will not be "ENDED" Page 2 of 4 Exhibit A to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region until responders have made contact with the caller/victim. This will leave the texting session open in case a "text-back" is needed for further information. Once the telecommunicator is certain the responder is in contact with the proper parties they can then END the SMS Text-to-9-1-1 call session N. An SMS Text-to-9-1-1 call session does not end until the telecommunicator selects the"Release" button. This allows the telecommunicator to remain in texting contact with the caller. Once the SMS Text-to-9-1-1 call is released, the telecommunicator will not able to send a text message to the phone. The only way to establish contact at that point is to make a voice call to the phone number or use the dispatch cell phone. Under no circumstances should the telecommunicator text the caller from their personal cell phone. 0. Telecommunicators are authorized to make a voice call to the caller if needed. This will need to be done if additional information is needed from the caller or if responders are having difficulty locating them. A caller should not be called back in cases where their safety, or the safety of another, is in question. If an officer is requesting that a callback be made in this situation, the telecommunicator will advise the officer of the safety concern. If the officer still requests a callback at that point, the callback request will be honored. IV. HANDLING SMS TEXT-TO-9-1-1 CALLS FOR INCIDENTS IN OTHER JURISDICTIONS (without text capabilities) The HCSO PSAP is the designated SMS Text-to-9-1-1 call center for text messages within Minneapolis / St Paul Metropolitan Region for areas in which the serving PSAP is not enabled to receive SMS Text-to-9-1-1 calls. A. If an SMS Text-to-9-1-1 call is received and it is determined that the emergency is occurring in another jurisdiction, all pertinent information will be gathered and relayed by phone to the appropriate PSAP for dispatch if that agency does not have SMS Text-to-9-1-1 call capability. The appropriate agency will be notified of the incident in a timely manner, given the nature of the situation, priority, and when the telecommunicator has adequate information to mark the call "Ready for Dispatch" in in the CAD system. The session should be kept open until the responding jurisdiction deems it appropriate to release the call in case they need additional information. B. An SMS Text-to-9-1-1 call will be created in CAD for documentation purposes and closed out after contacting the appropriate agency and assigning the text unit code to the call. C. A list of contact phone numbers to contact each Metropolitan PSAP 24/7 will be maintained in the SMS Text-to-9-1-1 Call Guide. (If so created by HCSO) D. At no point should the caller be advised that they have reached the wrong agency and need to dial a different number to reach the correct agency. E. All SMS Text-to-9-1-1 call records will be considered the property of the agency that responds to the call for service, and as such, HCSO serves as a storage facility of the SMS Text-to-9-1-1 call information for the agency. HCSO will provide records of the SMS Text-to-9-1-1 call records to the agency upon request of the agency. Requests for the content of the SMS Text-to-9-1-1 call records from other than the responding agency will be referred to the responding agency. If subpoenaed for an SMS Text-to-9-1-1 call record, HCSO will confer with the agency involved and/or the attorney for HCSO before releasing any specific information. V. TRANSFER OF SMS TEXT-TO 9-1-1 CALLS: If the SMS Text-to-9-1-1 call incident needs to be transferred to another agency that is capable of receiving SMS Text-to-9-1-1 calls, the telecommunicator will transfer the SMS Text-to-9-1-1 call. If the receiving agency Page 3 of 4 Exhibit A to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region does not have the capability of receiving SMS Text-to-9-1-1 calls, the original telecommunicator will maintain the SMS Text-to-9-1-1 call session and relay information to the appropriate agency via voice call. If reasonable, the telecommunicator will attempt to have the caller conduct a voice call to the appropriate agency. VI. LANGUAGE LINE A. Telecommunicators will attempt to determine if communication barrier is due to the use of texting lingo by asking the caller"Can you use plain English?" B. If it is determined that Language Line services are needed, a voice call will be placed to the caller and then connected to the Language Line. Page 4 of 4 Exhibit A to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region EXHIBIT B to the Memorandum of Understanding for SMS Text-to-9-1-1 Call Handling in the Metropolitan Region This Exhibit B identifies and documents the individual PSAP's, as parties to the Memorandum of Understanding for SMS Text-to-9-1-1 Call Handling in the Metropolitan Region, plans for conversion from the transitionary text call handling status. The conversion can include receiving and processing their own SMS Text-to-9-1-1 calls, or engaging in a new, separate agreement for handling SMS Text-to-9-1-1 calls as this MOU expires on December 31, 2018 (Individual Signature Pages to follow) Page 1 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region Anoka County PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 2 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region City of Bloomington PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 3 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region Carver County PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . [ Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 4 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region Chisago County PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 5 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region Dakota Communications Center PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 6 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region City of Eden Prairie PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 7 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region Isanti County PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 8 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region City of Minnetonka PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 9 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region North Ambulance PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 10 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region Ramsey County PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 11 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region Ridgeview Medical Center PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 12 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region Scott County PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 13 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region City of St. Louis Park PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 14 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region Washington County PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 15 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region City of White Bear Lake PSAP We, the undersigned, agree to take the necessary steps to begin receiving and processing SMS Text-to-9-1-1 Calls prior to December 31, 2018. Our target date to receive and process SMS Text-to-9-1-1 Calls is . Authorized Signature Date Printed Name Title Additional Signature Date Printed Name Title Page 16 of 16 Exhibit B to the SMS Text-to-9-1-1 Memorandum of Understanding Metropolitan Region CITY COUNCIL AGENDA DATE: SECTION: Payment of Claims October 03, 2017 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Sue Kotchevar, Office of the Payment of Claims X. City Manager/Finance Requested Action Move to: Approve the Payment of Claims as submitted(roll call vote) Synopsis Checks 255692 - 255958 Wire Transfers 1017970 - 1018082 Wire Transfers 6278 - 6292 City of Eden Prairie Council Check Summary 10/3/2017 Division Amount Division Amount 4,672 601 Prairie Village Liquor 70,535 100 City Manager 69 602 Den Road Liquor 146,780 101 Legislative 90 603 Prairie View Liquor 93,739 102 Legal Counsel 7,000 605 Den Road Building 1,438 110 City Clerk 538 701 Water Enterprise Fund 136,208 111 Customer Service 1,311 702 Wastewater Enterprise Fund 26,647 113 Communications 7,098 703 Stormwater Enterprise Fund 226,659 114 Benefits&Training 551 Total Enterprise Fund 702,007 130 Assessing 264 131 Finance 3 802 494 Commuter Services 26,076 133 Planning 710 803 Escrow Fund 1,301 136 Public Safety Communications 592 806 SAC Agency Fund 15,050 151 Park Maintenance 21,625 807 Benefits Fund 723,968 153 Organized Athletics 471 810 Workers Comp Insurance 881 154 Community Center 22,536 811 Property Insurance 25,000 156 Youth Programs 14,716 812 Fleet Internal Service 49,295 158 Senior Center 14,620 813 IT Internal Service 86,867 160 Therapeutic Recreation 5,860 814 Facilities Capital ISF 61,388 162 Arts 133 815 Facilites Operating ISF 34,741 163 Outdoor Center 14,983 816 Facilites City Center ISF 40,562 168 Arts Center 702 817 Facilites Comm.Center ISF 74,590 180 Police 11,392 Total Internal Svc/Agency Fund 1,139,720 184 Fire 32,664 186 Inspections 260 Report Total 2,655,313 201 Street Maintenance 301,963 202 Street Lighting 66,682 Total General Fund 531,505 301 CDBG 33,694 303 Cemetary Operation 33 Total Special Revenue Fund 33,727 308 E-911 73 315 Economic Development 2,245 445 Cable PEG 360 502 Park Development 757 509 CIP Fund 33,200 512 CIP Trails 7,950 529 Shady Oak Rd-CR 61 South 201,265 531 Eden Prairie Road 2,505 Total Capital Projects Fund 248,354 City of Eden Prairie Council Check Register by GL 10/3/2017 Check# Amount Supplier/Explanation Account Description Business Unit Comments 1018001 261,915 GMH ASPHALT CORPORATION Asphalt Overlay Street Maintenance 2017 Bituminous Overlay 6279 255,619 ULTIMATE SOFTWARE GROUP,THE Federal Taxes Withheld Health and Benefits Payroll Taxes-PR ending 9.01.17 6288 247,289 ULTIMATE SOFTWARE GROUP,THE Federal Taxes Withheld Health and Benefits Payroll Taxes-PR ending 9.15.17 255824 201,265 C S MCCROSSAN CONSTRUCTION INC Improvement Contracts Shady Oak Rd-CR 61 South TH212&Shady Oak Road 255748 197,123 INSITUFORM TECHNOLOGIES USA,INC Improvement Contracts Stormwater Capital Antlers Ridge Storm Sewer Repair 6285 161,770 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION PERA Health and Benefits PERA-PR ending 9.01.17 1018082 112,776 XCEL ENERGY Electric Street Lighting Multiple location electric 1018020 99,260 XCEL ENERGY Electric City Hall-CAM 255750 52,815 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie View Liquor Store 255882 44,533 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie View Liquor Store 255782 39,790 SEBCO INC Other Contracted Services Facilities Capital 255945 38,866 ULTIMATE SOFTWARE GROUP,THE Ultimate(prey.Ceridian) IT Operating 255925 34,010 REHBEIN'S AGRICULTURAL SERVICES Lime Residual Removal Water Treatment 1018073 33,468 MINNESOTA EQUIPMENT Machinery&Equipment Fleet-Park&Rec 1018070 32,734 LOGIS LOGIS IT Operating 1018059 25,579 DIVERSE BUILDING MAINTENANCE Janitor Service Prairie View Liquor Store 6286 25,437 EMPOWER Deferred Compensation Health and Benefits 255891 25,000 LEAGUE MN CITIES INS TRUST Insurance Property Insurance 255935 23,588 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Prairie View Liquor Store 255754 21,598 LAVAN FLOOR COVERING Other Contracted Services Facilities Capital 255799 21,068 VR REMODELERS&BUILDERS Other Contracted Services Rehab 255704 20,147 BREAKTHRU BEVERAGE MINNESOTA BEER LLC Liquor Product Received Prairie View Liquor Store 255950 17,885 WARNING LITES Contracted Striping Traffic Signs 6284 17,579 ICMA RETIREMENT TRUST-457 Deferred Compensation Health and Benefits 255787 17,365 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Prairie View Liquor Store 255818 16,840 BREAKTHRU BEVERAGE MINNESOTA BEER LLC Liquor Product Received Prairie View Liquor Store 1018052 15,449 ADVANCED ENGINEERING&ENVIRONMENTAL SE Equipment Repair&Maint Wastewater Capital 255880 15,412 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie View Liquor Store 255733 15,000 FINLEY BROS INC Other Contracted Services Capital Maint.&Reinvestment 255760 14,926 METROPOLITAN COUNCIL Other Revenue SAC Agency Fund 255923 14,468 RADIO CITY Capital Under$25,000 Outdoor Center 255749 13,189 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie Village Liquor Store 6292 12,856 I-494 CORRIDOR COMMISSION Deposits 494 Corridor Commission 255734 12,547 FIVEDECO-2917 Operating Supplies-Dept Events Fire 1018050 12,093 WSB&ASSOCIATES INC Other Contracted Services Capital Maint.&Reinvestment 255759 11,552 MEDICINE LAKE TOURS Special Event Fees Trips 255819 11,318 BREAKTHRU BEVERAGE MINNESOTA WINE&SPIR Liquor Product Received Prairie View Liquor Store 255702 10,491 BLACKSTONE CONTRACTORS LLC Improvement Contracts Stormwater Capital 255952 9,957 WHOLE BUILDERS COOPERATIVE Other Contracted Services Rehab 6291 9,814 SELECT ACCOUNT HSA-Employer Health and Benefits 255708 9,769 CAPITOL BEVERAGE SALES LP Liquor Product Received Den Road Liquor Store 1018066 9,505 GREGERSON ROSOW JOHNSON&NILAN LTD Legal Eden Prairie Road 255840 9,189 COMMERCIAL ASPHALT CO Patching Asphalt Stormwater Collection 255705 8,926 BREAKTHRU BEVERAGE MINNESOTA WINE&SPIR Liquor Product Received Prairie View Liquor Store 255826 8,740 CAPITOL BEVERAGE SALES LP Liquor Product Received Prairie View Liquor Store Check# Amount Supplier/Explanation Account Description Business Unit Comments 255773 8,692 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie View Liquor Store 255740 8,670 GRAYMONT Treatment Chemicals Water Treatment 255865 8,489 GRAYMONT Treatment Chemicals Water Treatment 255896 8,317 MARCO INC Equipment Repair&Maint IT Operating 255730 7,950 E&S HOLDINGS LLC Right of Way&Easement CIP Trails 1017996 7,390 BIFFS INC Waste Disposal Park Maintenance 255790 7,233 STERLING FENCE INC Capital Under$25,000 Community Center Admin 255800 6,890 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store 255758 6,688 LYNCH CAMPS INC Instructor Service Camps 255926 6,500 RIGHTLINE DESIGN LLC Other Contracted Services Communications 255767 6,443 NAC Contract Svcs-HVAC Dunn Brothers 255752 6,040 LAKES AQUATIC WEED REMOVAL Maintenance Contracts Stormwater Non-Capital 1018054 5,915 A-SCAPE INC Other Contracted Services Fire Station#2 255918 5,720 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie View Liquor Store 255810 5,707 ARTISAN BEER COMPANY Liquor Product Received Prairie Village Liquor Store 255797 5,176 VERIZON WIRELESS Telephone IT Operating 255868 5,119 GYM WORKS Equipment Repair&Maint Fitness Center 255942 4,848 TEAM LABORATORY CHEMICAL CORPORATION Repair&Maint.Supplies Wastewater Lift Station 1018067 4,843 HAWKINS INC Treatment Chemicals Water Treatment 1018035 4,821 INTEREUM INC Contract Svcs-General Bldg Fitness/Conference-Cmty Ctr 1018060 4,743 ESS BROTHERS&SONS INC Repair&Maint.Supplies Wasterwater Collection 255928 4,555 SAFETY SIGNS Repair&Maint.Supplies Stormwater Collection 255785 4,555 SIGNSOURCE Signs Park Acquisition&Dev Fixed A 255859 4,455 FIRST MINNETONKA CITY BANK Deposits 494 Corridor Commission 255827 4,405 CEMSTONE PRODUCTS COMPANY Asphalt Overlay Street Maintenance 1018062 4,404 GENUINE PARTS COMPANY Equipment Repair&Maint Fleet Operating 1018047 4,213 VAN PAPER COMPANY Tenant 1 -Cleaning Suppli City Hall-Direct Costs 255858 4,010 FIRE SAFETY USA INC Protective Clothing-Misc. Capital Maint.&Reinvestment 255820 3,692 BROTHERS FIRE PROTECTION Contract Svcs-Fire/Life/Safe Fitness/Conference-Cmty Ctr 1018003 3,602 HORIZON COMMERCIAL POOL SUPPLY Supplies-Pool Pool Maintenance 255862 3,572 GLEN LAKE GOLF Instructor Service Lesson Skills Development 255876 3,462 HOHENSTEINS INC Liquor Product Received Prairie View Liquor Store 255765 3,396 MINNESOTA VALLEY ELECTRIC COOPERATIVE Electric Riley Lake 255709 3,375 CEMSTONE PRODUCTS COMPANY Asphalt Overlay Street Maintenance 255737 3,208 GEAR WASH LLC Protective Clothing Fire 6282 3,197 SELECT ACCOUNT FSA-Dependent Care Health and Benefits 255698 3,123 ARTISAN BEER COMPANY Liquor Product Received Prairie View Liquor Store 255853 3,098 EDINA,CITY OF Video&Photo Supplies Communications 255768 3,015 NORTHLAND CHEMICAL CORP Lubricants&Additives Fleet Operating 255723 3,000 DAKOTA COUNTY TECHNICAL COLLEGE Tuition Reimbursement/School Police 255946 3,000 UPSTREAM ARTS INC Other Contracted Services New Adaptive 255711 2,937 CENTURYLINK Telephone City Hall-CAM 255885 2,924 JONES&BARTLETT LEARNING LLC Tuition Reimbursement/School Fire 255861 2,877 GEAR WASH LLC Protective Clothing-Turn Out G Fire 255953 2,749 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store 255901 2,748 MINNESOTA ATHLETIC APPAREL Clothing&Uniforms Fire 255746 2,650 HOHENSTEINS INC Liquor Product Received Prairie View Liquor Store 255693 2,642 M-R SIGN CO INC Signs Traffic Signs 255875 2,639 HIGHWAY 5 BP Operating Supplies Police 255850 2,622 DPC INDUSTRIES INC Treatment Chemicals Water Treatment Check# Amount Supplier/Explanation Account Description Business Unit Comments 255948 2,543 VERIZON WIRELESS Data Plans-Police IT Operating 255814 2,412 BERNICK'S WINE Liquor Product Received Prairie View Liquor Store 1017984 2,412 MPX GROUP,THE Printing Police 1017992 2,346 VINOCOPIA Liquor Product Received Prairie View Liquor Store 255916 2,319 PAUSTIS&SONS COMPANY Liquor Product Received Prairie View Liquor Store 255774 2,308 PRAIRIE LAWN AND GARDEN Repair&Maint.Supplies Park Maintenance 255919 2,113 PINE PRODUCTS INC Improvements to Land Capital Maint.&Reinvestment 255784 2,046 SIGNSOURCE Printing Pool Lessons 255811 1,935 ARVIG Fiber Lease Payments IT Operating 255725 1,906 DEZURIK Equipment Parts Water Treatment 255899 1,800 MESSERLI&KRAMER Deposits 494 Corridor Commission 1018017 1,788 WALL TRENDS INC Contract Svcs-General Bldg Fire Station#4 1018049 1,651 VINOCOPIA Liquor Product Received Prairie View Liquor Store 255747 1,650 INNOVATIVE GRAPHICS Clothing&Uniforms Inclusion 1018081 1,596 WM MUELLER AND SONS INC Gravel Water Distribution 6290 1,514 SELECT ACCOUNT FSA-Medical Health and Benefits 255756 1,505 LUBE-TECH ESI Capital Under$25,000 Fleet Operating 255941 1,500 TAFFE JOSEPH Rebates Stormwater Non-Capital 255949 1,500 VISUAL COMMUNICATIONS Design&Engineering Economic Development Fund 1017991 1,482 VAN PAPER COMPANY Cleaning Supplies Fitness/Conference-Cmty Ctr 255744 1,476 HENNEPIN COUNTY ACCOUNTS RECEIVABLE Board of Prisoner Police 255849 1,440 DIVERSIFIED PLUMBING AND HEATING INC Other Contracted Services Rehab 255700 1,427 BERNICK'S WINE Liquor Product Received Prairie View Liquor Store 1018019 1,420 WINE COMPANY,THE Liquor Product Received Prairie View Liquor Store 255828 1,407 CENTURYLINK Telephone IT Operating 255863 1,400 GOPHER STATE ONE-CALL OCS-Leak Detection Utility Operations-General 1018033 1,371 GREENSIDE INC Contract Svcs-Lawn Maint. Fire Station#1 255869 1,347 H&L MESABI Equipment Parts Fleet Operating 255894 1,315 MACPHAIL CENTER FOR MUSIC Other Contracted Services New Adaptive 255931 1,300 SCIENSATIONAL WORKSHOPS FOR KIDS INC Instructor Service Camps 1018057 1,297 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 1017998 1,295 CENTERPOINT ENERGY Gas Den Road Liquor Store 1018039 1,283 METROPOLITAN FORD Equipment Repair&Maint Fleet Operating 1017999 1,263 CONCRETE CUTTING&CORING INC Machinery&Equipment Fleet Operating 255712 1,260 CENTURYLINK Other Broadband Internet IT Operating 255932 1,253 SIGNSOURCE Other Contracted Services Capital Maint.&Reinvestment 255753 1,232 LANO EQUIPMENT INC Equipment Repair&Maint Fleet Operating 255866 1,231 GREAT LAKES COCA-COLA DISTRIBUTION Liquor Product Received Concessions 255940 1,199 SUTTON WADE Other Contracted Services Rehab 6289 1,160 SELECT ACCOUNT Other Contracted Services Health and Benefits 255719 1,141 COSTCO Miscellaneous Playgrounds 1017994 1,130 ASPEN WASTE SYSTEMS INC. Waste Disposal Utility Operations-General 255697 1,125 APPLIED ECOLOGICAL SERVICES INC Other Contracted Services Wastewater Capital 255806 1,125 APPLIED ECOLOGICAL SERVICES INC Other Contracted Services Water Capital 255903 1,106 MINNESOTA SAFETY SERVICES LLC Other Contracted Services Pool Lessons 255821 1,106 BRYAN ROCK PRODUCTS INC Gravel Street Maintenance 255883 1,090 JOHNSON CONTROLS Contract Svcs-HVAC Fitness/Conference-Cmty Ctr 255735 1,045 FLYING CLOUD TRANSFER STATION 4553 Waste Disposal Park Maintenance 255772 1,008 PAUSTIS&SONS COMPANY Liquor Product Received Den Road Liquor Store 255778 989 RANDY'S ENVIRONMENTAL SERVICES Waste Disposal City Hall-CAM Check# Amount Supplier/Explanation Account Description Business Unit Comments 255908 975 NORTH PINE AGGREGATE,INC Gravel Stormwater Collection 255846 952 DAVANNI'S PIZZA Merchandise for Resale Concessions 255955 946 WORKS COMPUTING INC Hardware-Rpr&Mtc IT Operating 255792 946 SYSCO WESTERN MINNESOTA Merchandise for Resale Concessions 1018080 944 WINE COMPANY,THE Liquor Product Received Prairie View Liquor Store 1018079 938 TWIN CITY SEED CO Landscape Materials/Supp Park Maintenance 255776 908 PREMIER POOL AND SPA Operating Supplies Round Lake 255860 901 FOREMOST PROMOTIONS Fire Prevention Supplies Fire 1018006 891 LOGIS Network Support IT Capital 1018051 881 ZIEBOL,MATTHEW Dues&Subscriptions Workers Comp Insurance 255741 879 GREAT LAKES COCA-COLA DISTRIBUTION Merchandise for Resale Concessions 255938 873 SPOK,INC. Pager&Cell Phone IT Operating 1018007 866 MENARDS Small Tools Round Lake 1018022 850 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Fire 255872 848 HENNEPIN COUNTY I/T DEPT Board of Prisoner Police 1018072 820 METRO SALES INCORPORATED* Deposits 494 Corridor Commission 1018064 814 GMH ASPHALT CORPORATION Conservation Surcharge Escrow 255771 805 PAPCO INC Janitor Service Fitness/Conference-Cmty Ctr 255877 780 HYDRO-VAC INC Equipment Repair&Maint Stormwater Collection 255956 764 YORKTOWN OFFICES Deposits 494 Corridor Commission 1018004 760 JEFFERSON FIRE&SAFETY INC Operating Supplies-Station sup Fire 255757 756 LUPULIN BREWING COMPANY Liquor Product Received Prairie View Liquor Store 255761 751 MIDWEST COCA COLA BOTTLING COMPANY Liquor Product Received Prairie View Liquor Store 255881 743 JOHN HENRY FOSTER MINNESOTA INC Maintenance Contracts Water Treatment 255714 735 CINTAS CORPORATION #470 Cleaning Supplies Utility Operations-General 255816 724 BOLGER Deposits 494 Corridor Commission 255813 720 AUTISM SOCIETY OF MINESOTA Other Contracted Services New Adaptive 1017995 717 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 1018068 707 IDEAL SERVICE INC Equipment Repair&Maint Water Supply(Wells) 1017983 700 MINNESOTA NATIVE LANDSCAPES Maintenance Contracts Stormwater Non-Capital 255775 688 PRAIRIE RESTORATIONS INC Maintenance Contracts Water Capital 255832 666 CLEAR RIVER BEVERAGE CO Liquor Product Received Prairie Village Liquor Store 255842 661 CORPORATE TECHNOLOGIES Deposits 494 Corridor Commission 1018078 651 STREICHERS Clothing&Uniforms Police 1018043 647 PROSOURCE SUPPLY Cleaning Supplies Fitness/Conference-Cmty Ctr 255817 633 BOURGET IMPORTS Liquor Product Received Prairie View Liquor Store 255696 628 AERO DRAPERY AND BLIND Supplies-General Bldg Fitness/Conference-Cmty Ctr 255703 625 BOURGET IMPORTS Liquor Product Received Prairie View Liquor Store 255895 614 MADISON,MELISSA Deposits 494 Corridor Commission 255915 612 PARK NICOLLET CLINIC Health&Fitness Fire 255856 611 ERGOMETRICS Employment Support Test Organizational Services 255943 600 TRI STATE BOBCAT INC. Landscape Materials/Supp Park Maintenance 1018016 598 VISTAR CORPORATION Merchandise for Resale Concessions 255893 594 LUPULIN BREWING COMPANY Liquor Product Received Den Road Liquor Store 255729 591 E A SWEEN COMPANY Merchandise for Resale Concessions 1018076 578 REINDERS INC Landscape Materials/Supp Staring Lake 1017982 564 MINNESOTA CLAY CO.USA Operating Supplies Arts Center 255715 564 CLEAR RIVER BEVERAGE CO Liquor Product Received Den Road Liquor Store 1018056 560 BANK BEER CO Liquor Product Received Prairie View Liquor Store 255917 526 PENN CYCLE&FITNESS Deposits 494 Corridor Commission Check# Amount Supplier/Explanation Account Description Business Unit Comments 255944 518 TWINWEST Deposits 494 Corridor Commission 1018025 513 BRAUN INTERTEC CORPORATION Other Contracted Services Park Acquisition&Development 255791 510 SUMMIT COMMERCIAL FACILITIES GROUP Contract Svcs-Garden Romm Garden Room Repairs 255854 509 EMPLOYER SOLUTIONS STAFFING GROUP Deposits 494 Corridor Commission 255867 505 GRUBER ACCOUNTING Deposits 494 Corridor Commission 255692 501 PETTY CASH-POLICE DEPT Licenses,Taxes,Fees Reserves 255874 500 HENNEPIN TECHNICAL COLLEGE Conference/Training Fire 255951 490 WELSH COMPANIES Contract Svcs-General Bldg Police City Center 255922 484 PRESSWRITE PRINTING INC Deposits 494 Corridor Commission 255920 481 PITNEY BOWES Other Rentals Customer Service 255732 480 ENKI BREWING COMPANY INC Liquor Product Received Prairie View Liquor Store 255728 474 DOMACE VINO Liquor Product Received Den Road Liquor Store 1018058 473 CONCRETE CUTTING&CORING INC Safety Supplies Fleet Operating 255795 471 UNIVERSAL ATHLETIC SERVICES INC Awards Softball 1018008 454 MINNESOTA EQUIPMENT Equipment Parts Fleet Operating 255913 446 OXYGEN SERVICE COMPANY EMS Supplies-Oxygen Supplies Fire 255958 440 SCOTT COUNTY SHERIFF'S OFFICE Deposits Escrow 1017977 430 FASTENAL COMPANY Operating Supplies Traffic Signals 1018065 420 GRAINGER Repair&Maint.Supplies Water Metering 1018071 419 MENARDS Chemicals Park Maintenance 1018053 407 AMERITRAK Other Contracted Services Snow&Ice Control 255889 400 KENDELL DOORS&HARDWARE INC Supplies-Security City Center Operations 255710 395 CENTERPOINT ENERGY Conference/Training Facilities Staff 255780 392 RESPONDER WASH SYSTEMS Protective Clothing Fire 255794 382 TWIN CITIES DOTS AND POP LLC Merchandise for Resale Concessions 1018075 379 POMP'S TIRE SERVICE INC Tires Fleet Operating 255706 374 BRIN NORTHWESTERN GLASS COMPANY Contract Svcs-General Bldg Park Shelters 1017988 370 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Prairie View Liquor Store 255812 361 ASPEN MILLS Protective Clothing Police 255910 360 OLSEN'S EMBROIDERY/COMPANY Safety Supplies Fleet Operating 1017987 354 R&R SPECIALTIES OF WISCONSIN INC Contract Svcs-Ice Rink Ice Arena Maintenance 1018069 351 LEROY JOB TRUCKING INC Other Contracted Services Animal Control 1017980 345 GREATAMERICA FINANCIAL SVCS Postage Customer Service 1018045 338 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Prairie View Liquor Store 255878 329 INDEED BREWING COMPANY LLC Liquor Product Received Prairie View Liquor Store 255804 311 ABRA AUTO BODY&GLASS Equipment Repair&Maint Fleet Operating 1018010 289 SHERWIN WILLIAMS Equipment Repair&Maint Traffic Signals 255864 287 GRAPE BEGINNINGS Liquor Product Received Prairie Village Liquor Store 1017997 281 BOYER TRUCKS Equipment Parts Fleet Operating 255841 280 CONTECH ENGINEERED SOLUTIONS LLC Equipment Parts Stormwater Collection 255745 273 HIGHWAY 5 BP Motor Fuels Police 1018012 270 STREICHERS Clothing&Uniforms Police 1017974 270 BERRY COFFEE COMPANY Merchandise for Resale Concessions 255707 267 CALIFORNIA CONTRACTORS SUPPLIES INC Repair&Maint.Supplies Wasterwater Collection 255823 264 BUSWELL,DAVE Mileage&Parking Assessing 1018002 261 GRAINGER Small Tools Water Treatment 1017972 260 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Prairie Village Liquor Store 255906 260 NOKOMIS SHOE SHOP Clothing&Uniforms Inspections-Administration 1018015 256 VIKING ELECTRIC SUPPLY Repair&Maint.Supplies Round Lake 255912 255 OUTDOOR ENVIRONMENTS INC Other Contracted Services Park Maintenance Check# Amount Supplier/Explanation Account Description Business Unit Comments 255751 252 KEEPRS INC. Clothing&Uniforms Reserves 255786 252 SNAP-ON TOOLS Small Tools Fleet Operating 255701 250 BERNTSEN,FLOYD P&R Refunds Community Center Admin 255713 250 CHAN JANE Operating Supplies Park Maintenance 255825 250 CAMPION,BARROW&ASSOCIATES Employment Support Test Fire 1018029 247 CREAMER,LORI Mileage&Parking Planning 1018018 244 WATSON CO INC,THE Merchandise for Resale Concessions 1018026 241 BUCHANAN,KURT Training Supplies Fire 255933 240 SNAP-ON TOOLS Small Tools Fleet Operating 255892 240 LOTUS PRINT GROUP Clothing&Uniforms Fire 255939 238 STAPLES ADVANTAGE Office Supplies Customer Service 255805 237 ANDERSON MEREDITH Travel Expense Heritage Preservation 255694 225 AARP DRIVERS SAFETY Other Contracted Services Senior Center Programs 255743 225 HD SUPPLY WATERWORKS LTD Repair&Maint.Supplies Stormwater Collection 255809 225 ARMA INTERNATIONAL Dues&Subscriptions City Clerk 1018013 222 TWIN CITY SEED CO Landscape Materials/Supp Red Rock Park 1017986 220 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 255807 219 AQUA LOGIC INC Repair&Maint.Supplies Round Lake 255726 218 DIRECTV Cable TV Community Center Admin 255887 215 KALAR TARA Travel Expense Heritage Preservation 6281 213 VANCO SERVICES Bank and Service Charges Wastewater Accounting 255838 213 COMCAST Cable TV Fire 255851 203 EARL F ANDERSEN INC Signs Park Maintenance 6278 199 ULTIMATE SOFTWARE GROUP,THE Garnishment Withheld Health and Benefits 6287 199 ULTIMATE SOFTWARE GROUP,THE Garnishment Withheld Health and Benefits 1018077 197 SPRINT Deposits 494 Corridor Commission 1018005 195 LOFFLER COMPANIES INC Hardware-Rpr&Mtc IT Operating 255907 193 NORTH AMERICAN SAFETY INC Repair&Maint.Supplies Water Distribution 6283 193 OPTUM HEALTH Other Contracted Services Health and Benefits 1018046 191 SITEONE LANDSCAPE SUPPLY,LLC Repair&Maint.Supplies Park Maintenance 255779 191 RED BULL DISTRIBUTING COMPANY INC Liquor Product Received Prairie Village Liquor Store 255716 190 COMCAST Other Broadband Internet IT Operating 1018027 187 CARLON,JOHN Mileage&Parking Utility Operations-General 1018034 187 HORGAN,KEVIN M Mileage&Parking Utility Operations-General 255957 186 ZAFFT,WILL Mileage&Parking Water Treatment 1017985 184 PERRY NICHOLAS L Mileage&Parking Tree Disease 1018030 183 DUSEK,JOE Mileage&Parking Water Treatment 255731 183 EARL F ANDERSEN INC Signs Traffic Signs 1018042 180 PRINTERS SERVICE INC Contract Svcs-Ice Rink Ice Arena Maintenance 1018028 173 CARLSON,KEVIN Mileage&Parking Water Treatment 1018038 167 LUNDBERG,RONALD Mileage&Parking Water Treatment 255789 167 STAPLES ADVANTAGE Office Supplies Customer Service 255699 166 ASPEN MILLS Protective Clothing Fire 255909 166 NORTHERN STAR COUNCIL Special Event Fees Teen Programs 1018037 166 LARSON,ALLEN R. Mileage&Parking Police 255788 165 SOUTHVIEW SDA CHURCH P&R Refunds Community Center Admin 1017975 164 COX,KIM Tuition Reimbursement/School Fire 1017990 163 STONEBROOKE Equipment Parts Fleet Operating 255695 160 AARP DRIVERS SAFETY Other Contracted Services Senior Center Programs 255777 156 PRINT SOURCE MINNESOTA Printing Community Center Admin Check# Amount Supplier/Explanation Account Description Business Unit Comments 255718 150 COOPER TERRY Rebates Water Conservation 255803 150 AARP DRIVERS SAFETY Other Contracted Services Senior Center Programs 1017971 150 ADAMS PEST CONTROL INC Contract Svcs-Pest Control Fire Station#4 1018055 150 ASPEN WASTE SYSTEMS INC. Waste Disposal Public Works/Parks 255936 149 SOUTHWEST NEWS MEDIA Legal Notices Publishing City Clerk 255879 147 JESSE TREBIL FOUNDATION SYSTEM INC Building Surcharge General Fund 1018009 146 NEW FRANCE WINE COMPANY Liquor Product Received Den Road Liquor Store 1018074 146 NEW FRANCE WINE COMPANY Liquor Product Received Prairie View Liquor Store 1017993 144 A TO Z RENTAL CENTER Landscape Materials/Supp Street Maintenance 255798 143 VOLUNTEER FIREFIGHTERS BENEFIT ASSN OF M Dues&Subscriptions Fire 255911 142 ORGANIX SOLUTIONS Waste Disposal City Center Operations 1018040 138 MINNESOTA CLAY CO.USA Operating Supplies Arts Center 1018036 137 KRUEGER,MARK Operating Supplies Reserves 255927 134 ROOTSTOCK WINE COMPANY Liquor Product Received Den Road Liquor Store 255834 133 COMCAST Deposits 494 Corridor Commission 255808 133 ARCPOINT LABS OF EDEN PRAIRIE Employment Support Test Organizational Services 255822 131 BURNET TITLE AR Utility Water Enterprise Fund 1018044 130 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 255888 123 KAMP NICK Rebates Water Conservation 255793 120 TKO WINES,INC Liquor Product Received Den Road Liquor Store 255855 120 ENKI BREWING COMPANY INC Liquor Product Received Den Road Liquor Store 1018023 119 BATTERIES PLUS Repair&Maint.Supplies Wastewater Lift Station 255848 118 DELTA DENTAL Deposits 494 Corridor Commission 255857 117 FELTON,CHRIS Rebates Water Conservation 255801 110 WINSUPPLY EDEN PRAIRIE MN CO Equipment Repair&Maint Park Maintenance 1017981 110 METROPOLITAN FORD Equipment Repair&Maint Fleet Operating 255764 105 MINNESOTA TROPHIES&GIFTS Operating Supplies Police 1018041 105 PORTA,KITTY Travel Expense City Clerk 1018063 101 GINA MARIAS INC Operating Supplies Police 255836 100 COMCAST Cable TV Fire 255721 100 CRIST JAMES Rebates Water Conservation 255781 100 RITZ MATTHEW Refunds Water Conservation 255815 100 BLESER CLAIRE Rebates Water Conservation 255829 100 CHEN,FRANCES Rebates Water Conservation 255845 100 CURTIS,ALLISON Rebates Water Conservation 255886 100 JONSSON,JOSH Rebates Water Conservation 255890 100 KIHNE SHEILA Rebates Water Conservation 255904 100 MOSKOWITZ,STACEY Rebates Water Conservation 255924 100 READY WATT ELECTRIC Equipment Repair&Maint Emergency Preparedness 255929 100 SARDELLI CATHY Rebates Water Conservation 255930 100 SCHRAD KENT Rebates Water Conservation 255934 100 SOLON JOHN Rebates Water Conservation 255898 99 MEREDITH KATE Deposits 494 Corridor Commission 255947 97 US BANK Deposits 494 Corridor Commission 255755 95 LIFESAVER FIRE PROTECTION Development Fire Permits General Fund 255954 94 WINSUPPLY EDEN PRAIRIE MN CO Operating Supplies Riley Lake 255770 94 OXYGEN SERVICE COMPANY EMS Supplies-Oxygen Supplies Fire 1018011 93 SPS COMPANIES Supplies-Plumbing Fitness/Conference-Cmty Ctr 255724 93 DAVIS ROBERT Travel Expense Police 1017973 93 BEHL ANTHONY Travel Expense Police Check# Amount Supplier/Explanation Account Description Business Unit Comments 1017976 93 DEAN BRYAN Travel Expense Police 1017978 93 FICCADENTI,JENNY Travel Expense Police 1017979 93 FIETEK,CHRIS Travel Expense Police 255739 92 GRAPE BEGINNINGS Liquor Product Received Prairie Village Liquor Store 255914 90 PAPCO INC Cleaning Supplies Fitness/Conference-Cmty Ctr 255852 90 EDEN PRAIRIE CHAMBER OF COMMERCE Miscellaneous City Council 1018021 90 ADAMS PEST CONTROL INC Contract Svcs-Pest Control Park Shelters 255873 83 HENNEPIN COUNTY MEDICAL CENTER EMS Supplies-EMS Supplies Fire 6280 83 MONEY MOVERS INC Other Contracted Services Community Center Admin 255738 81 GERTENS Small Tools Park Maintenance 255902 79 MINNESOTA PRINT MANAGEMENT LLC Office Supplies Customer Service 1018031 79 FASTENAL COMPANY Safety Supplies Fleet Operating 255884 77 JOHNSON,MARTHA P&R Refunds Community Center Admin 255897 75 MATTS AUTO SERVICE INC Equipment Repair&Maint Fleet Operating 255717 75 CONSTRUCTION MATERIALS INC Small Tools Street Maintenance 255736 73 GARTON DALE Rebates Water Conservation 255843 72 CROWN MARKING INC Licenses,Taxes,Fees Police 255720 72 CRANE WILLIAM P&R Refunds Community Center Admin 1018032 72 FICCADENTI,JENNY Canine Supplies Police 1018000 70 FASTSIGNS Printing Art Crawl 1018024 68 BOHNSACK,SUE Mileage&Parking Senior Center Admin 255769 65 OMEGA INDUSTRIES Operating Supplies Park Maintenance 255871 65 HENNEPIN COUNTY CHIEFS OF POLICE Dues&Subscriptions Police 255742 63 GROTH MUSIC Operating Supplies Community Band 255905 61 NELSON,ROBIN Deposits 494 Corridor Commission 255802 60 AARP DRIVERS SAFETY Other Contracted Services Senior Center Programs 255847 54 DE MIRA MARIQUITA Deposits 494 Corridor Commission 255937 50 SOUTHWEST TRANSIT Deposits 494 Corridor Commission 255722 46 CUB FOODS EDEN PRAIRIE Operating Supplies Police 255796 46 URBAN GROWLER BREWING COMPANY LLC Liquor Product Received Prairie View Liquor Store 255783 46 SIGNAL SYSTEMS INC. Office Supplies Police 1018048 46 VANDENBERGHE,MARK Equipment Repair&Maint E-911 Program 1018061 41 FERRELLGAS Repair&Maint.Supplies Utility Operations-General 1017989 36 SITEONE LANDSCAPE SUPPLY,LLC Repair&Maint.Supplies Flying Cloud Fields 255762 32 MINNEAPOLIS FINANCE DEPARTMENT Software Maintenance IT Operating 255900 28 MEYER,MADELINE C Mileage&Parking Aquatics Admin. 255835 27 COMCAST Cable TV Fire 1018014 21 UPS Postage Escrow 255830 20 CHRIS CASTLE INC Deposits 494 Corridor Commission 255831 18 CLEAN N PRESS MTKA Clothing&Uniforms Police 255837 16 COMCAST Cable TV Fire 255839 16 COMCAST Cable TV Fire 255763 15 MINNESOTA MUNICIPAL BEVERAGE ASSOCIATION Conference/Training Prairie Village Liquor Store 255766 12 MULTIHOUSING CREDIT CONTROL Other Contracted Services Police 255844 11 CULLIGAN Deposits 494 Corridor Commission 255727 11 DOCKERY,LAURA P&R Refunds Community Center Admin 255921 8 PRAIRIE LAWN AND GARDEN Equipment Repair&Maint Stormwater Collection 255870 6 HANCE ACE HARDWARE Equipment Repair&Maint Water Treatment 255833 2 COMCAST Other Contracted Services Police 2,655,313 Grand Total