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City Council - 01/16/2018
AGENDA CITY COUNCIL WORKSHOP & OPEN PODIUM TUESDAY,JANUARY 16, 2018 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, Ron Case, and Kathy Nelson 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 Council Recorder Jan Curielli Workshop-Heritage Rooms I and II(5:00) I. COMMISSION WORK PLANS A. CONSERVATION COMMISSION B. FLYING CLOUD AIRPORT ADVISORY COMMISSION C. HUMAN RIGHTS &DIVERSITY COMMISSION D. HERITAGE PRESERVATION COMMISSION E. PARKS, RECREATION &NATURAL RESOURCES COMMISSION F. PLANNING COMMISSION Open Podium - Council Chamber(6:30) II. OPEN PODIUM III. ADJOURNMENT AGENDA EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY,JANUARY 16, 2018 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. EDEN PRAIRIE EAGLES FOOTBALL DAY PROCLAMATION B. CSAH HWY-61 —FLYING CLOUD DRIVE FINDINGS AND INTERPRETIVE PLAN by Hennepin County/106 Group C. ADOPT RESOLUTION ACCEPTING DONATION OF $5,000 FROM EDEN PRAIRIE SMILES FOR PARKS AND RECREATION SPECIAL EVENTS D. ADOPT RESOLUTION ACCEPTING DONATION OF $2,300 FROM LIONS TAP FOR PARKS AND RECREATION SPECIAL EVENTS E. ADOPT RESOLUTION ACCEPTING DONATION OF $750 FROM EDEN PRAIRIE LIONESS CLUB TOWARD PIONEER PARK ENHANCEMENTS F. ADOPT RESOLUTION ACCEPTING DONATION OF $600 FROM SCHOOL OF ROCK FOR WINTER BLAST AND KIDSTOCK G. ADOPT RESOLUTION ACCEPTING DONATION OF $500 FROM EDEN PRAIRIE LIONS CLUB FOR WOODSHOP TRAINING AND EQUIPMENT AT EDEN PRAIRIE SENIOR CENTER H. ADOPT RESOLUTION ACCEPTING DONATION OF $400 FROM EDEN PRAIRIE LIONS CLUB FOR STARING LAKE OUTDOOR CENTER PROGRAMS CITY COUNCIL AGENDA January 16, 2018 Page 2 I. ADOPT RESOLUTION ACCEPTING DONATION OF $250 FROM DENTISTS OF EDEN PRAIRIE FOR WINTER BLAST EVENT J. DR. MARTIN LUTHER KING,JR. PROCLAMATION K. SUSTAINABLE EDEN PRAIRIE—ENERGY ACTION PLAN V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY,JANUARY 2, 2018 B. CITY COUNCIL MEETING HELD TUESDAY,JANUARY 2, 2018 VII. REPORTS OF ADVISORY BOARDS AND COMMISSIONS VIII. CONSENT CALENDAR A. CLERK'S LIST B. ADOPT RESOLUTION OF SUPPORT FOR HIGHWAY 169 MOBILITY STUDY RECOMMENDATION C. ADOPT RESOLUTION AUTHORIZING SALE OF REAL PROPERTY ACQUIRED THROUGH FORFEITURE AND AUTHORIZING THE MAYOR AND CITY MANAGER TO EXECUTE SUCH DOCUMENTS AS NECESSARY D. APPROVE TOD GRANT AGREEMENT, TOD LOAN AGREEMENT,AND A DISBURSEMENT AGREEMENT FOR ELEVATE AT SOUTHWEST STATION E. APPROVE FOURTH AMENDMENT TO SUPERVALU LEASE F. AWARD CONTRACT FOR CONDENSER REPLACEMENT AT COMMUNITY CENTER TO COMMERCIAL REFRIGERATION SYSTEMS,INC. G. RECEIVE 2017 PAY EQUITY REPORT AND APPROVE SUBMITTAL TO THE STATE IX. PUBLIC HEARINGS/MEETINGS CITY COUNCIL AGENDA January 16, 2018 Page 3 A. SOUTHVIEW OF EDEN PRAIRIE by Southview Senior Communities. Adopt Resolution amending the Guide Plan from Regional Commercial to High Density Residential on 2.58 acres and amending the Comprehensive Plan text to include a land use category allowing over 40 dwelling units per acre; Adopt Resolution for PUD Concept Review on 2.58 Acres; First Reading of the Ordinance for Planned Unit Development District Review with waivers and a Zoning District change from Rural to RM-2.5 on 2.58 acres. (Resolution for Guide Plan Change; Resolution for PUD Concept Review with waivers and Zoning District Change; Ordinance for PUD District Review with waivers and Zoning District Change) 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 E. REPORT OF PUBLIC WORKS DIRECTOR F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT ANNOTATED AGENDA DATE: January 12, 2018 TO: Mayor and City Council FROM: Rick Getschow, City Manager RE: City Council Meeting for Tuesday, January 16, 2018 TUESDAY,JANUARY 16, 2018 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 JANUARY 2, 2018 MOTION: Move to approve the HRA minutes from January 2, 2018. HRA III. APPROVE THE AMENDED AND RESTATED ELEVATE TAX INCREMENT DEVELOPMENT AGREEMENT Synopsis: The TIF Development Agreement needs to be amended and restated to: • Remove Section 3.6.D. as it relates to payment of park dedication fees; • Extend the obligation of the term to December 31, 2060 for Exhibit E Pooled TIF Note and Exhibit G Park Dedication Note; and • Add language required by HUD as it relates to subordinate financing repayment through surplus cash to Exhibit E Pooled TIF Note and Exhibit G Park Dedication Note No other terms or conditions of the TIF Development Agreement have been amended. ANNOTATED AGENDA January 16, 2018 Page 2 MOTION: Move to Approve and authorize execution by the Chair and Executive Director of the Amended and Restated Elevate Tax Increment Development Agreement HRA IV. ADJOURNMENT MOTION: Move to adjourn the HRA meeting. COUNCIL MEETING IV. PROCLAMATIONS/PRESENTATIONS A. EDEN PRAIRIE EAGLES FOOTBALL DAY PROCLAMATION Synopsis: Eden Prairie's high school football team won 13 straight games to establish a season record of 13-0. The Eagles beat Minnetonka High School in a 38- 17 victory on November 24, 2017 to win their state-best 11th state championship. • The Mayor will read the proclamation; and • Coach Grant, Principal McCartan, and team captains will be on-hand to receive the proclamation. B. CSAH HWY-61 —FLYING CLOUD DRIVE FINDINGS AND INTERPRETIVE PLAN by Hennepin County/106 Group Synopsis: City Council has requested a presentation of the project and artifacts found during the Phase I through Phase III Archaeology review of the CSAH Hwy 61-Flying Cloud Drive road project. Heritage Preservation Commission Staff Liaison, Lori Creamer, will introduce Jason Stabell, Senior Project Manager-Design with Hennepin County and Steve Boyd-Smith, Creative Director with 106 Group. The presentation will provide information on the road project; provide some details on the findings during the archaeological digs and the plans to interpret the findings for public education purposes. C. ADOPT RESOLUTION ACCEPTING THE DONATION OF $5,000 FROM EDEN PRAIRIE SMILES FOR PARKS AND RECREATION SPECIAL EVENTS Synopsis: Eden Prairie Smiles will donate to the following programs for a total of $5,000: • Hometown Celebration July 3rd and 4th • Starring at Staring Concert Series • KidStock Concert Series • Halloween on the Mall ANNOTATED AGENDA January 16, 2018 Page 3 • Fall Harvest Celebration Eden Prairie Smiles will be recognized as a Platinum sponsor for each of these events. MOTION: Move to Adopt the Resolution Accepting the Donation from Eden Prairie Smiles for $5,00o for Parks and Recreation special events. D. ADOPT RESOLUTION ACCEPTING THE DONATION OF $2,300 FROM LIONS TAP FOR PARKS AND RECREATION SPECIAL EVENTS Synopsis: Lions Tap gave $2,300 to be used to enhance the following programs: $100 Winter Blast $150 3rd and 4th of July $100 Winter Theatre $150 Arts in the Park $100 Art Crawl $150 Fall Harvest $100 Fall into Fitness $150 Halloween on the Mall $100 Flick 'n' Floats $150 Kidstock Concerts $100 Floating Pumpkin Patch $150 Staring Lake Concert Series $100 Indoor Triathlons $150 Animal Open House $100 Summer Musical $150 Movies in the Park $100 Arbor Day Walk and Green Fair $200 Spooky Saturday MOTION: Move to Adopt the Resolution Accepting the donation from Lions Tap in the amount of $2,30o for Parks and Recreation Special Events. E. ADOPT RESOLUTION ACCEPTING DONATION OF $750 FROM EDEN PRAIRIE LIONESS CLUB TOWARD PIONEER PARK ENHANCEMENTS Synopsis: The donation of$750 from the Eden Prairie Lioness Club will go toward the purchase of equipment for permanent bocce ball and baggo board game areas in Pioneer Park near the Senior Center. MOTION: Move to Adopt the Resolution Accepting the donation from Eden Prairie Lioness Club in the amount of $750 toward Pioneer Park enhancements. F. ADOPT RESOLUTION ACCEPTING THE DONATION OF $600 FROM SCHOOL OF ROCK FOR WINTER BLAST AND KIDSTOCK Synopsis: The donation of$600 from School of Rock will go towards the ($500) Winter Blast event and($100) KidStock. Both events are free to the public. The annual event formerly known as Rock on Ice was renamed to Winter Blast to reflect the broaden list of activities. Along with ice skating and a DJ, the event ANNOTATED AGENDA January 16, 2018 Page 4 will include: sledding, arts and crafts, snowshoeing, games, a bonfire and the food truck will be available for refreshment purchases. KidStock is a summer-long kids concert series. MOTION: Move to Adopt the Resolution Accepting the donation of$600 from School of Rock to go towards the Winter Blast event and KidStock. G. ADOPT RESOLUTION ACCEPTING THE DONATION OF $500 FROM THE EDEN PRAIRIE LIONS CLUB FOR WOODSHOP TRAINING AND EQUIPMENT AT THE EDEN PRAIRIE SENIOR CENTER Synopsis: The Eden Prairie Senior Center hosts classes, trips and events for adults of all ages. The Woodshop is a building amenity used by seniors and community groups. MOTION: Move to Adopt the Resolution Accepting the donation of$50o from Eden Prairie Lions Club for Woodshop training and equipment at the Eden Prairie Senior Center. H. ADOPT RESOLUTION ACCEPTING THE DONATION OF $400 FROM EDEN PRAIRIE LIONS CLUB FOR THE STARING LAKE OUTDOOR CENTER PROGRAMS Synopsis: The Staring Lake Outdoor Center hosts classes and events for all ages, including several programs with schoolchildren. A new portable puppet stage will be purchased with the "Wild, Wild Puppet"program. A new once a month puppet program for children with an accompanying adult. MOTION: Move to Adopt the Resolution Accepting the donation of$40o from Eden Prairie Lions Club for the Staring Lake Outdoor Center programs. I. ADOPT RESOLUTION ACCEPTING THE DONATION OF $250 FROM DENTISTS OF EDEN PRAIRIE FOR THE WINTER BLAST EVENT Synopsis: The annual event formerly known as Rock on Ice was renamed to Winter Blast to reflect the broaden list of activities. Along with ice skating and a DJ, the event will include sledding, arts and crafts, snowshoeing, games, a bonfire and the food truck will be available for refreshment purchases. MOTION: Move to Adopt the Resolution Accepting the donation of$25o from Dentists of Eden Prairie for the Winter Blast event. ANNOTATED AGENDA January 16, 2018 Page 5 J. DR. MARTIN LUTHER KING,JR. PROCLAMATION Synopsis: This proclamation will declare 2018 as a year to celebrate human rights and diversity. It asks all residents to continue their commitment and concern for equal rights for all persons, to dedicate themselves to helping those who do not yet share in that freedom, and to join the City of Eden Prairie in recognizing and celebrating Dr. Martin Luther King, Jr.'s dream. • The Mayor will read the proclamation; and • Greg Leeper, Vice-Chair of the Human Rights and Diversity Commission, will announce the opening of the application process for the Human Rights Awards K. SUSTAINABLE EDEN PRAIRIE—ENERGY ACTION PLAN Synopsis: Marisa Bayer, Community Development Coordinator, and Beth Novak- Krebs, Senior Planner, will give a presentation on the Energy Action Plan updates. 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,JANUARY 2, 2018 B. CITY COUNCIL MEETING HELD TUESDAY,JANUARY 2, 2018 VII. REPORTS OF ADVISORY BOARDS AND COMMISSIONS VIII. CONSENT CALENDAR MOTION: Move approval of items A-G on the Consent Calendar. A. CLERK'S LICENSE LIST B. ADOPT RESOLUTION OF SUPPORT FOR HIGHWAY 169 MOBILITY STUDY RECOMMENDATION C. ADOPT RESOLUTION AUTHORIZING SALE OF REAL PROPERTY ACQUIRED THROUGH FORFEITURE AND AUTHORIZING THE MAYOR AND CITY MANAGER TO EXECUTE SUCH DOCUMENTS AS NECESSARY ANNOTATED AGENDA January 16, 2018 Page 6 D. APPROVE TOD GRANT AGREEMENT, TOD LOAN AGREEMENT,AND A DISBURSEMENT AGREEMENT FOR ELEVATE AT SOUTHWEST STATION E. APPROVE FOURTH AMENDMENT TO SUPERVALU LEASE F. AWARD CONTRACT FOR CONDENSER REPLACEMENTS AT COMMUNITY CENTER TO COMMERCIAL REFRIGERATION SYSTEMS,INC. G. RECEIVE THE 2017 PAY EQUITY REPORT AND APPROVE SUBMITTAL OF THE REPORT TO THE STATE IX. PUBLIC HEARINGS/MEETINGS A. SOUTHVIEW OF EDEN PRAIRIE by Southview Senior Communities. Adopt Resolution amending the Guide Plan from Regional Commercial to High Density Residential on 2.58 acres and amending the Comprehensive Plan text to include a land use category allowing over 40 dwelling units per acre; Adopt Resolution for PUD Concept Review on 2.58 Acres; First Reading of the Ordinance for Planned Unit Development District Review with waivers and a Zoning District change from Rural to RM-2.5 on 2.58 acres. (Resolution for Guide Plan Change; Resolution for PUD Concept Review with waivers and Zoning District Change; Ordinance for PUD District Review with waivers and Zoning District Change) Synopsis: The proposed project includes a 5-story 116-unit senior residence in the southwest corner of the intersection of Prairie Center Drive and Franlo Road. The building includes independent, assisted living and memory care units. The proposed building faces Franlo Road. There will be underground parking and some surface parking on the east and south sides of the building. The driveway access comes from Franlo Road. The proposal includes a number of indoor and outdoor amenities for the residents such as a theater, fitness center, a library, a salon, a patio area with a trellis, an outdoor seating area, fire pit, grilling area, and a water feature. MOTION: Move to: • Close the Public Hearing; and • Adopt a Resolution amending the Guide Plan from Regional Commercial to High Density Residential on 2.58 acres and amending the Comprehensive Plan text to include a land use category allowing over 4o dwelling units per acre; and • Adopt a Resolution for a Planned Unit Development Concept Review on 2.58 acres; and • Approve the First Reading of the Ordinance for Planned Unit Development District Review with waivers and a Zoning ANNOTATED AGENDA January 16, 2018 Page 7 District change from Rural to RM-2.5 on 2.58 acres; and • Direct Staff to prepare a Development Agreement incorporating Staff and Commission recommendations and Council conditions. X. PAYMENT OF CLAIMS MOTION: Move approval of Payment of Claims as submitted (Roll Call Vote). 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 E. REPORT OF PUBLIC WORKS DIRECTOR F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT MOTION: Move to adjourn the City Council meeting. AGENDA CITY OF EDEN PRAIRIE HOUSING AND REDEVELOPMENT AUTHORITY TUESDAY,JANUARY 16, 2018 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road HOUSING AND REDEVELOPMENT AUTHORITY MEMBERS: Chair Nancy Tyra- Lukens, Members Brad Aho, Sherry Butcher Wickstrom, Ron Case, 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 JANUARY 2, 2018 III. APPROVE THE AMENDED AND RESTATED ELEVATE TAX INCREMENT DEVELOPMENT AGREEMENT IV. ADJOURNMENT UNAPPROVED MINUTES HOUSING AND REDEVELOPMENT AUTHORITY TUESDAY,JANUARY 2, 2018 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 Council Members were present. II. APPROVE MINUTES OF HRA MEETING HELD ON DECEMBER 12, 2017 MOTION: Nelson moved, seconded by Case, to approve the minutes of the HRA meeting held December 12, 2017. Motion carried 5-0. III. ADOPT RESOLUTION HRA 2018-01 APPROVING DECERTIFICATION OF TAX INCREMENT FINANCING DISTRICT NO. 13 OF THE HOUSING AND REDEVELOPMENT AUTHORITY Getschow said this action is to decertify the Tax Increment Financing (TIF) district established in 1996 as part of the major redevelopment of the Eden Prairie Mall. This has been one of the most successful redevelopment projects in our City, and twenty years later the obligations have been met. Once the district is decertified, the full tax base of the project will go back on the Eden Prairie tax rolls. Tyra-Lukens noted this was a very successful use of TIF financing. The mall had only a few stores at the time the TIF was established, and now the mall is thriving. MOTION: Aho moved, seconded by Nelson, to adopt Resolution HRA 2018-01 approving decertification of Tax Increment Financing District No. 13 of the Housing and Redevelopment Authority. Motion carried 5-0. IV. ADJOURNMENT MOTION: Case moved, seconded by Butcher Wickstrom, to adjourn the HRA meeting. Motion carried 5-0. Chair Tyra-Lukens adjourned the HRA meeting at 7:04 PM. HOUSING AND REDEVELOPMENT AUTHORITY DATE: AGENDA January 16, 2018 DEPARTMENT /DIVISION: ITEM DESCRIPTION: HRA ITEM NO.: Community Development Approve the Amended and Restated Elevate Tax III. Janet Jeremiah, Director Increment Development Agreement Requested Action Move to: Approve the Amended and Restated Elevate Tax Increment Development Agreement Synopsis The TIF Development Agreement needs to be amended and restated to: • Remove Section 3.6.D. as it relates to payment of park dedication fees; • Extend the obligation of the term to December 31,2060 for Exhibit E Pooled TIF Note and Exhibit G Park Dedication Note; and • Add language required by HUD as it relates to subordinate financing repayment through surplus cash to Exhibit E Pooled TIF Note and Exhibit G Park Dedication Note No other terms or conditions of the TIF Development Agreement have been amended. Background Elevate at Southwest Station is a Transit-Oriented Development (TOD) involving redevelopment of the vacant Ruby Tuesdays and Anchor Bank buildings at Southwest Station by Timberland Partners (Elevate LLC). The new six-story building includes 222 apartment units over approximately 13,000 square feet of retail and restaurants. At the October 3,2017 Housing and Redevelopment Authority Meeting,the HRA/Council adopted a resolution establishing TIF District 22, adopted the TIF plan, and approved and authorized the execution of the Tax Increment Development Agreement for Elevate at Southwest Station. The total TIF financing approved at the October 3, 2017 HRA meeting for the project includes $7.7 million(present value) TIF and$500,000 Pooled TIF loan. Also approved was the $872,000 park dedication fee note, where park dedication is paid via an excess cash flow agreement. Upon further review by the developer, the TIF Development Agreement needs to be amended to remove Section 3.6.D as it relates to withholding TIF Note payments in the event the developer is unable to pay of the Park Dedication Fees. HUD will not move forward with their firm commitment to the developer until this section is removed. The Park Dedication Note and Pooled TIF Note need to be amended to extend the obligation of the term and include language required by HUD as it relates to subordination. The term is amended to December 31,2060,which is a year beyond their HUD mortgage term. In negotiations with the developer, the City agreed to extend the terms of these notes to match the HUD term, which matures in 2059. Additional language was also required by HUD as it relates to the subordinate financing repayment through surplus cash. Attachments Amended and restated TIF Development Agreement AMENDED AND RESTATED 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 AMENDED AND RESTATED TAX INCREMENT DEVELOPMENT AGREEMENT THIS AGREEMENT, made as of the 16th day of January, 2018, 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 1, 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 February 15, 2018 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. 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 , 2018, 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: Community 26 Development Director 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 16th day of January, 2018,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 16th day of January, 2018,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: Robert L. Fransen Its Chief 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 16th day of January, 2018, by Robert L., 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 Legal Description Before Re-Platting Lots 1 &2, Block 1, Southwest Station 2nd Addition Legal Description After Final Plat Parcel 1: Lot 1, Block 1, Elevate at Southwest Station AND Parcel 2: Right-of-way that is adjacent to Prairie Center Drive, Technology Drive, and the above- described Parcel 1. 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 2018 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 2018 ("TIF Note") is issued pursuant, and subject, to the terms and provisions of that certain Amended and Restated Tax Increment Development Agreement, dated as of January 16, 2018, 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 , 2018, 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 Construction of Affordable Housing Landscaping, including irrigation Grading/earthwork Engineering Survey Environmental Testing Soil Borings Site Preparation Onsite Utilities Storm Water/Ponding Outdoor Lighting Onsite Road, Curb, Gutter, Driveway, Sidewalk and Streetscape Improvements Parking 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 Amended and Restated Tax Increment Development Agreement, dated as of January 16, 2018, 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) December 31, 2060, 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 the Secretary of Housing and Urban Development or his/her successors or assigns, are the insurers or holders of the first mortgage on Elevate at SW Station, Project No. 092- 35825, payment(s) due under this Note, any secondary debt instruments shall be payable from up to 75% of available surplus cash. Non-project sources that are outside the Mortgaged Property may also be used to repay subordinate financing. The term surplus cash is defined in the Regulatory Agreement dated 1, 2018 between HUD and TP Elevate, LLC. The restriction on payment(s) imposed by this paragraph shall not excuse any default caused by the failure of the maker 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 December 31,2060;(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: Robert L.Fransen Its: Chief Manager State of Minnesota,County of This instrument was acknowledged before me on ,2018,by Robert L.Fransen_as Chief Manager 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 Parcel 1: Lot 1, Block 1, Elevate at Southwest Station AND Parcel 2: Right-of-way that is adjacent to Prairie Center Drive, Technology Drive, and the above- described Parcel 1. 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: Robert L. Fransen Its: Chief Manager STATE OF MINNESOTA) ) SS. COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of , 2018, by Robert L. Fransen, the Chief Manager 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 Amended and Restated TIF Development Agreement dated January 16, 2018 (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 December 31, 2060 or(b) a sale, exchange or refinance of the project by the Developer. So long as the Secretary of Housing and Urban Development or his/her successors or assigns, are the insurers or holders of the first mortgage on Elevate at SW Station, Project No. 092-35825, payment(s) due under this Note, any secondary debt instruments shall be payable from up to 75% of available surplus cash. Non-project sources that are outside the Mortgaged Property may also be used to repay subordinate financing. The term surplus cash is defined in the Regulatory Agreement dated 1, 2018 between HUD and TP Elevate, LLC. The restriction on payment(s) imposed by this paragraph shall not excuse any default caused by the failure of the maker 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 December 31,2060;(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: Robert L.Fransen Its: Chief Manager State of Minnesota,County of This instrument was acknowledged before me on ,2018,by Robert L. Fransen_as Chief Manager 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 Parcel 1: Lot 1, Block 1, Elevate at Southwest Station AND Parcel 2: Right-of-way that is adjacent to Prairie Center Drive, Technology Drive, and the above- described Parcel 1. 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: Robert L. Fransen Its: Chief Manager STATE OF MINNESOTA) ) SS. COUNTY OF HENNEPIN) The foregoing instrument was acknowledged before me this day of , 2018,by Robert L. Fransen, the Chief Manager 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. TIF Development Agreement. The HRA and the Owner have entered into a Amended and Restated Tax Increment Development Agreement dated January 16, 2018 (the "TIF 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 TIF Development Agreement provides that upon the execution and delivery of the TIF 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 TIF 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 TIF 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 TIF Development Agreement and nothing contained herein shall in any way alter, diminish or supersede the duties and obligations of the Owner under the TIF 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 , 201_, 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 TIF 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 TIF 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/Presentations January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Mayor Nancy Tyra-Lukens Eagles Football Day Proclamation IV.A. Requested Action No formal action requested. The Mayor will read the proclamation and Coach Grant, Principal McCartan and team captains will be on-hand to receive the proclamation. Synopsis Eden Prairie's high school football team won 13 straight games to establish a season record of 13-0. The Eagles beat Minnetonka High School in a 38-17 victory on November 24, 2017 to win their state-best 11th state championship. Attachment Proclamation ITEM NO.: IV.A. ill rottamatton City of Eden Prairie Hennepin County, Minnesota WHEREAS, the City Council of Eden Prairie, Minnesota is proud to recognize the achievements of residents in our community; and WHEREAS, the 2017 Eden Prairie High School Football Team played in Class 6A, Minnesota's top football classification, under the outstanding leadership of Head Coach Mike Grant; and WHEREAS, the 2017 Eden Prairie High School Football Team won 13 straight games to establish a record of 13-0; and WHEREAS, the 2017 Eden Prairie High School Football Team flew to a 38-17 victory over Minnetonka High School on November 24, 2017 to win their state- best 11th state championship. NOW, THEREFORE, I, Nancy Tyra-Lukens, Mayor of Eden Prairie, Minnesota, do hereby recognize the Eden Prairie Eagles and coaching staff of Coach Mike Grant for their achievements throughout the 2017 High School football season and with great pleasure, I do hereby declare January 16, 2018 as: EAGLES FOOTBALL DAY in the City of Eden Prairie and encourage our residents to join me in congratulating the Eden Prairie High School Football Team for their success in 2017. ADOPTED by the Eden Prairie City Council on January 16, 2018. Nancy Tyra-Lukens, Mayor CITY COUNCIL AGENDA DATE: SECTION: Proclamations/Presentations January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Community Development/Planning CSAH Hwy 61 —Flying Cloud Drive IV.B. Janet Jeremiah/Lori Creamer Findings and Interpretive Plan Synopsis City Council has requested a presentation of the project and artifacts found during the Phase I through Phase III Archaeology review of the CSAH Hwy 61- Flying Cloud Drive road project. Heritage Preservation Commission Staff Liaison, Lori Creamer, will introduce Jason Stabell, Senior Project Manager-Design with Hennepin County and Steve Boyd-Smith, Creative Director with 106 Group. The presentation will provide information on the road project; provide some details on the findings during the archaeological digs and the plans to interpret the findings for public education purposes. Background The project is located along a 3.7-mile stretch of Flying Cloud Drive between Trunk Highway (TH) 101 and Charlson Road in Eden Prairie and Chanhassen. Recognizing this project will affect archaeological sites, Hennepin County entered into an agreement (MOA) with the U.S. Army Corps of Engineers (USACE) and the Minnesota Historic Preservation Office (MnHpo) which requires, among other things an interpretive plan. CITY COUNCIL AGENDA DATE: SECTION: Proclamations and Presentations January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Jay Lotthammer, Director, Donation from Eden Prairie Smiles for Parks IV.C. Parks and Recreation and Recreation Special Events Requested Action Move to: Adopt Resolution accepting the donation from Eden Prairie Smiles for$5,000 for Parks and Recreation special events Synopsis Eden Prairie Smiles will donate to the following programs for a total of$5,000: • Hometown Celebration July 3rd and 4th • Starring at Staring Concert Series • KidStock Concert Series • Halloween on the Mall • Fall Harvest Celebration Eden Prairie Smiles will be recognized as a Platinum sponsor for each of these events. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2018- 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$5,000 to be used for Parks and Recreation Special Events from Eden Prairie Smiles is hereby recognized and accepted by the Eden Prairie City Council. Eden Prairie Smiles will donate to the following programs for a total of$5,000: Hometown Celebration July 3rd and 4th Starring at Staring Concert Series KidStock Concert Series Halloween on the Mall Fall Harvest Celebration ADOPTED by the City Council of the City of Eden Prairie this 16th day of January, 2018. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Proclamations and Presentations January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Jay Lotthammer, Director, Donations from Lions Tap IV.D. Parks and Recreation Requested Action Move to: Adopt Resolution accepting the donation from Lions Tap in the amount of$2,300 for Parks and Recreation Special Events. Synopsis Lions Tap gave $2,300 to be used to enhance the following programs: $100 Winter Blast $100 Winter Theatre $100 Art Crawl $100 Fall into Fitness $100 Flick 'n' Floats $100 Floating Pumpkin Patch $100 Indoor Triathlons $100 Summer Musical $100 Arbor Day Walk and Green Fair $150 3rd and 4th of July $150 Arts in the Park $150 Fall Harvest $150 Halloween on the Mall $150 Kidstock Concerts $150 Staring Lake Concert Series $150 Animal Open House $150 Movies in the Park $200 Spooky Saturday Background These contributions 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. 2018- 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$2,300 to be used for various Parks and Recreation Special Events from Lions Tap is hereby recognized and accepted by the Eden Prairie City Council. ADOPTED by the City Council of the City of Eden Prairie this 16th day of January, 2018. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Proclamations and Presentations January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Jay Lotthammer Donation from Eden Prairie Lioness Club toward IV.E. Director, Parks and Recreation the enhancements at Pioneer Park near the Senior Center Requested Action Move to: Adopt Resolution accepting the donation of$750 from the Eden Prairie Lioness Club toward the enhancements at Pioneer Park near the Senior Center. Synopsis The donation of$750 from the Eden Prairie Lioness Club will go toward the purchase of equipment for permanent bocce ball and baggo board game areas in Pioneer Park near the Senior Center. Background The Eden Prairie Senior Center hosts classes, trips and events for adults of all ages. Pioneer Park is located adjacent to the Senior Center and is actively used by seniors at the pickleball courts, community gardens and walking trails. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2018- 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$750 to be used toward the purchase of equipment for permanent bocce ball and baggo board game areas in Pioneer Park near the Eden Prairie Senior Center from Eden Prairie Lioness Club is hereby recognized and accepted by the Eden Prairie City Council. ADOPTED by the City Council of the City of Eden Prairie this 16th day of January, 2018. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Proclamations and Presentations January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Jay Lotthammer, Director, Donation from School of Rock for the Winter IV.F. Parks and Recreation Blast event and KidStock Requested Action Move to: Adopt Resolution accepting the donation of$600 from School of Rock to go towards the ($500)Winter Blast event and($100) KidStock. Synopsis The donation of$600 from School of Rock will go towards the ($500) Winter Blast event and ($100) KidStock. The annual event formerly known as Rock on Ice was renamed to Winter Blast to reflect the broaden list of activities. Along with ice skating and a DJ, the event will include: sledding, arts and crafts, snowshoeing, games, a bonfire and the food truck will be available for refreshment purchases. KidStock is a summer-long kids concert series. Both events are free to the public. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2018- 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$600 to be used towards the Winter Blast event($500) and KidStock ($100) from the School of Rock is hereby recognized and accepted by the Eden Prairie City Council. ADOPTED by the City Council of the City of Eden Prairie this 16th day of January, 2018. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Proclamations and Presentations January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Jay Lotthammer, Director, Donation from Eden Prairie Lions Club for IV.G. Parks and Recreation Woodshop Training and Equipment for the Eden Prairie Senior Center Requested Action Move to: Adopt Resolution accepting the donation of$500 from the Eden Prairie Lions Club for Woodshop training and equipment at the Eden Prairie Senior Center. Synopsis The Eden Prairie Senior Center hosts classes, trips and events for adults of all ages. The Woodshop is a building amenity used by seniors and community groups. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2018- 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 $500 to be used towards the woodshop training and equipment at the Eden Prairie Senior Center from Eden Prairie Lions Club is hereby recognized and accepted by the Eden Prairie City Council. ADOPTED by the City Council of the City of Eden Prairie this 16th day of January, 2018. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Proclamations and Presentations January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Jay Lotthammer, Director, Donation from Eden Prairie Lions for Staring IV.H. Parks and Recreation Lake Outdoor Center programs Requested Action Move to: Adopt Resolution accepting the donation of$400 from Eden Prairie Lions Club for the Staring Lake Outdoor Center programs. Synopsis The Staring Lake Outdoor Center hosts classes and events for all ages, including several programs with schoolchildren. A new portable puppet stage will be purchased with the "Wild, Wild Puppet"program. A new once a month puppet program for children with an accompanying adult. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2018- 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$400 to be used for Staring Lake Outdoor Center programs from the Eden Prairie Lions hereby recognized and accepted by the Eden Prairie City Council. ADOPTED by the City Council of the City of Eden Prairie this 16th day of January, 2018. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Proclamations and Presentations January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Jay Lotthammer, Director, Donation from Dentists of Eden Prairie for IV.I. Parks and Recreation Winter Blast event Requested Action Move to: Adopt Resolution accepting the donation of$250 from Dentists of Eden Prairie for the Winter Blast event. Synopsis The annual event formerly known as Rock on Ice was renamed to Winter Blast to reflect the broaden list of activities. Along with ice skating and a DJ, the event will include: sledding, arts and crafts, snowshoeing, games, a bonfire and the food truck will be available for refreshment purchases. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2018- 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$250 to be used towards the Winter Blast event from the Dentists of Eden Prairie is hereby recognized and accepted by the Eden Prairie City Council. ADOPTED by the City Council of the City of Eden Prairie this l 6th day of January, 2018. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Proclamations/Presentations January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Mayor Nancy Tyra-Lukens MLK Proclamation IV.J. Requested Action No formal action requested. Mayor Tyra-Lukens will read the proclamation and Greg Leeper, Vice-Chair of HRDC, will be on-hand to announce the opening of the application process for the Human Rights Awards. Synopsis This proclamation will declare 2018 as a year to celebrate human rights and diversity. It asks all residents to continue their commitment and concern for equal rights for all persons, to dedicate themselves to helping those who do not yet share in that freedom, and to join the City of Eden Prairie in recognizing and celebrating Dr. Martin Luther King, Jr.'s dream. Attachment Proclamation ITEM NO.: IV.K. PROCLAMATION City of Eden Prairie Hennepin County, Minnesota WHEREAS, the City of Eden Prairie's City Council and Human Rights & Diversity Commission sponsors the Human Rights Award program, recognizing those who work to create an inclusive community spirit through their actions, activities, and programs; and WHEREAS, the City of Eden Prairie recognizes that Dr. Martin Luther King, Jr., had a dream and dedicated his life to helping freedom exist for all people through his commitment to human rights and his non- violent philosophy; and WHEREAS, the City of Eden Prairie reaffirms its commitment to fostering diversity in our community through the Eden Prairie Manifesto. NOW, THEREFORE, be it resolved, that the City of Eden Prairie hereby proclaims 2018 as a year to celebrate human rights and diversity, and asks all residents to continue their commitment and concern for equal rights for all persons, to dedicate themselves to helping those who do not yet share in that freedom, and to join the City of Eden Prairie in recognizing and celebrating Dr. Martin Luther King, Jr.'s dream. .*/e,...„......___7 Nanc ra-Lukens, YMayor City of Eden Prairie CITY COUNCIL AGENDA DATE: SECTION: Proclamations/Presentations January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Marisa Bayer/Beth Novak-Krebs Sustainable Eden Prairie—Energy Action Plan IV.K. Community Development Synopsis Marisa Bayer, Community Development Coordinator, and Beth Novak-Krebs, Senior Planner, will give a presentation on the Energy Action Plan. The presentation will review sustainable energy implementation strategies for residential, large commercial/industrial buildings, and public, nonprofit and service organizations. ITEM NO.VI. A. UNAPPROVED MINUTES CITY COUNCIL WORKSHOP & OPEN PODIUM TUESDAY,JANUARY 2, 2018 CITY CENTER 5:00—6:25 PM,HERITAGE ROOMS 6:30—7:00 PM, COUNCIL CHAMBER CITY COUNCIL: Mayor Nancy Tyra-Lukens, Council Members Brad Aho, Sherry Butcher Wickstrom, Kathy Nelson, and Ron Case CITY STAFF: City Manager Rick Getschow, Police Chief 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 GUESTS: Senator Cwodzinski, Senator Franzen, Representative Loon, and Representative Pryor Workshop-Heritage Rooms I and II(5:30) I. LEGISLATIVE UPDATE WITH SENATOR CWODZINSKI, SENATOR FRANZEN, REPRESENTATIVE LOON,AND REPRESENTATIVE PRYOR Mayor Tyra-Lukens called the workshop to order at 5:40 p.m. Getschow stated every year a workshop is dedicated to a dialogue between state elected representatives and City elected officials prior to the state legislative session. Getschow said Eden Prairie is active in all three organizations (League of Minnesota Cities, Metro Cities, and Municipal Legislative Commission)but MLC most closely fits where the City is as a suburb. He said the 2018 MLC program that has been shared with Eden Prairie's state and City-elected officials is brief and straightforward. He suggested using the program as a starting point for discussion topics during the workshop. He noted within the program, MLC has identified three issues areas as priorities for the 2018 Legislative Session: promoting accountability in the state/local fiscal relationship, increasing long-term transportation funding, and supporting local control. Getschow commented Eden Prairie does not receive local government aid and is the second highest contributor to Minnesota's Fiscal Disparities program. He said survey feedback from residents are generally very positive but transportation is a concern. He said local control is the catchall where concerns can be found related to reverse referendums, unfunded mandates, small cell legislation, and franchise fees. Given this, he said the City agrees with the priorities listed in MLC's program for the upcoming session. Tyra-Lukens said it would be helpful for the City Council Members if representatives pointed out issues they agree and/or disagree with in the MLC program. Rep. Pryor said she City Council Workshop Minutes January 2, 2018 Page 2 represents Minnetonka and Eden Prairie, so she sees transportation and gridlock as priority issues in her district. She did not know how much can be done to improve transportation or increase transportation funding in the upcoming session. Rep. Loon said she agrees with the priorities in MLC's program. Regarding fiscal disparities, she has found high levels of retail are costly for cities because of security and other issues so efforts to reform the formula have not been successful because there are more recipient cities than donor cities. She said her new approach has been working with nonpartisan staff to see if it would be possible to take some money from the pool to improve a common concern, the most common concern being transportation. If this were to happen, she said other changes may occur such as increasing the overall amount donated. She has also been exploring how to change the percentages cities donate. She believed the fiscal disparities formula needs reform and transportation is the lynchpin to make updates. Rep. Loon said bills will be proposed at the beginning of the year and she will keep the City Council apprised. Senator Franzen said she has worked on many committees and is currently on the jurisdiction of taxes and transportation. She noted a forecasted $188 million deficit projected for the next two years, so that's not good news when trying to find new money for infrastructure. She said she isn't opposed to spending money on transportation as long as it's sustainable. She said partnership is needed and taxpayers must be willing to pay more to improve transportation. Unfortunately, people do not want to pay more for roads until a major disruption occurs like a bridge collapse. She said she supports funding for roads and bridges as much as transit since roads get more expensive when they aren't cared for. Senator Franzen said she is open to different ideas, having supported an unpopular gas tax, but thought there are limits as to what can be asked of taxpayers to pay. Senator Cwodzinski thought a gas tax would help for transportation. He noted when he was campaigning, the most common thing he heard from residents was wanting Southwest lightrail. He asked for the City Council's opinion on the issue and on Sunday liquor sales. Getschow said Sunday sales continue to be the slowest day of the year but it was offered more for convenience to residents. Butcher-Wickstrom believed it would be hard to stop Sunday sales now that it has been offered. Aho said once people are more used to liquor stores being open on Sundays, sales may go up. Tyra-Lukens appreciated Representative Loon's study on possible options for fiscal disparities. Rep. Loon said MnDOT has refined its Corridors of Commerce program and she is looking into a Corridors of Commerce program for the metro area, focusing on the most congested traffic areas. City Council Workshop Minutes January 2, 2018 Page 3 Rep. Pryor said a gas tax increase won't help if consumers buy more electric cars. She said she's in favor of a dedicated tax for transportation. Aho agreed a gas tax wouldn't help long- term. Nelson noted she does not want to see an increase in the City's contribution to fiscal disparities unless it would go toward a solution to ease transportation congestion. Rep. Loon said she would not want to see fiscal disparities increased either and she will work to decrease them. Rep. Pryor said she has been getting letters about salt on the roads and it getting into the water sources. Ellis said Eden Prairie was one of the first cites to install equipment on trucks to monitor how much salt is being dropped. He said the department works with a meteorologist to determine how much to put down and each winter. All plow operators are certified and street sweeping is done in the spring. He said they also put down a salt brine made up of 20% salt and 80%water prior to expected snowfall so that when salt is put down following snow, less pure salt is needed. Senator Franzen asked about police body cameras. Chief DeMann said they're researching body cameras and have found the equipment itself is relatively inexpensive,but the data storage could be expensive. He said their concerns include how long data from body cameras would need to be retained and how to handle increased data requests. He noted if there's a major uptick is data requests, more staff could be needed. Rep. Pryor brought up how California legalized recreational marijuana use and Canada is legalizing it. As a result, she said this is something we need to discuss since legislation could soon come to Minnesota. Chief DeMann said it would bring up public safety concerns and if legislation is brought about in Minnesota, he would suggest dialogue with other states that have gone through it to get their feedback on implementation(i.e. what to do and what to avoid). Tyra-Lukens thanked everyone for their attendance and said they will stay connected throughout the coming year. Open Podium - Council Chamber(6:30) II. OPEN PODIUM III. ADJOURNMENT ITEM NO. VI. B. UNAPPROVED MINUTES EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY,JANUARY 2, 2018 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road CITY COUNCIL: Mayor Nancy Tyra-Lukens, Council Members Brad Aho, Sherry Butcher Wickstrom, Ron Case, and Kathy Nelson CITY STAFF: City Manager Rick Getschow, Public Works Director Robert Ellis, Community Development Director Janet Jeremiah, Parks and Recreation Director Jay Lotthammer, City Attorney Ric Rosow, and Council Recorder Jan Curielli I. CALL THE MEETING TO ORDER Mayor Tyra-Lukens called the meeting to order at 7:00 p.m. All Council Members were present. II. PLEDGE OF ALLEGIANCE III. OPEN PODIUM INVITATION IV. PROCLAMATIONS/PRESENTATIONS A. PROP FOOD SHELF COLLECTION Jaime Urbina, Eden Prairie Liquor Store Manager, said throughout the month of November the City's three municipal liquor stores partnered with the PROP food shelf and invited customers to donate $1.00 to PROP each time they visited the stores during the month of November. The goal of the drive was to collect $5,000. A total of $6,001.69 was collected along with 220 pounds of food. He thanked the liquor store patrons for their contributions. He and Mayor Tyra-Lukens presented a check for $6,001.69 to Janet Palmer, Executive Director of PROP, and other representatives of PROP. V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS Case added Items XIV.A.1. Airport Issue MOTION: Butcher Wickstrom moved, seconded by Case, to approve the agenda as amended. Motion carried 5-0. CITY COUNCIL MINUTES January 2, 2018 Page 2 VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, DECEMBER 12, 2017 MOTION: Aho moved, seconded by Case, to approve the minutes of the City Council workshop held Tuesday, December 12, 2017. Motion carried 5-0. B. CITY COUNCIL MEETING HELD TUESDAY,DECEMBER 12, 2017 MOTION: Nelson moved, seconded by Butcher Wickstrom, to approve the minutes of the City Council meeting held Tuesday, December 12, 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. 1-2018 AMENDING FRANCHISE FEES FOR XCEL ENERGY AND ADOPT RESOLUTION 2018- 01 APPROVING SUMMARY ORDINANCE FOR PUBLICATION C. APPROVE SECOND READING OF ORDINANCE NO. 2-2018 AMENDING FRANCHISE FEES FOR CENTERPOINT ENERGY AND ADOPT RESOLUTION NO. 2018-02 APPROVING SUMMARY ORDINANCE FOR PUBLICATION D. APPROVE SECOND READING OF ORDINANCE NO. 3-2018 AMENDING FRANCHISE FEES FOR MINNESOTA VALLEY ELECTRIC COOPERATIVE AND ADOPT RESOLUTION NO. 2018-03 APPROVING SUMMARY ORDINANCE FOR PUBLICATION E. ADOPT RESOLUTION NO. 2018-04 AUTHORIZING TREASURER OR DEPUTY TREASURER TO INVEST CITY OF EDEN PRAIRIE FUNDS F. ADOPT RESOLUTION NO. 2018-05 AUTHORIZING TREASURER OR DEPUTY TREASURER TO MAKE ELECTRONIC FUND TRANSFERS FOR CITY OF EDEN PRAIRIE G. ADOPT RESOLUTION NO. 2018-06 AUTHORIZING PAYMENT OF CERTAIN CLAIMS BY FINANCE DEPARTMENT WITHOUT PRIOR COUNCIL APPROVAL H. ADOPT RESOLUTION NO. 2018-07 ESTABLISHING MEETING DATES AND TIMES FOR CITY BOARDS AND COMMISSIONS FOR 2018 CITY COUNCIL MINUTES January 2, 2018 Page 3 I. ADOPT RESOLUTION NO. 2018-08 APPROVING DECERTIFICATION OF EDEN PRAIRIE TAX INCREMENT FINANCING DISTRICT NO. 13 J. ADOPT RESOLUTION NO. 2018-09 APPROVING FINAL PLAT OF ELEVATE AT SOUTHWEST STATION K. ADOPT RESOLUTION NO. 2018-10 AUTHORIZING CITY OFFICIALS TO TRANSACT BANKING BUSINESS L. ADOPT RESOLUTION NO. 2018-11 DESIGNATING DEPOSITORIES M. ADOPT RESOLUTION NO. 2018-12 AUTHORIZING USE OF FACSIMILE SIGNATURES BY PUBLIC OFFICIALS N. APPROVE TOWING SERVICES AGREEMENT BETWEEN THE CITY OF EDEN PRAIRIE AND MATT'S AUTO SERVICE FOR 2018 O. APPROVE REVISED JOINT POWERS AGREEMENT WITH I-494 CORRIDOR COMMISSION P. DECLARE 2014 JEEP GRAND CHEROKEE AS SURPLUS EQUIPMENT AND AUTHORIZE ORDERING OF A REPLACEMENT VEHICLE Q. ADOPT RESOLUTION NO. 2018-18 APPROVING APPRAISAL VALUES AND PROPERTY ACQUISITION RELATED TO THE EDEN PRAIRIE ROAD CONNECTION TO CSAH 61 R. APPROVE AGREEMENT FOR IMPLEMENTATION OF FIRE MOBILITY MOTION: Butcher Wickstrom moved, seconded by Case, to approve Items A-R on the Consent Calendar. Motion carried 5-0. IX. PUBLIC HEARINGS/MEETINGS A. NINE MILE CREEK W.S.D.by Nine Mile Creek Watershed District. Approve amendment to Declaration of Covenants, Conditions and Restrictions to allow the addition of two FTE employees and four additional evening meetings per year. Getschow said the Nine Mile Creek Watershed District office has been located at 12800 Gerard Drive in Eden Prairie since 2011. The property is located in a single- family residential neighborhood. When the property was converted from a single- family home to offices, a Declaration of Covenants, Conditions and Restrictions was recorded for the property as part of the Developer's Agreement. That document limits the use of the property to the Nine Mile Creek Watershed District and places a number of restrictions on its use. The Watershed District is requesting amendments CITY COUNCIL MINUTES January 2, 2018 Page 4 for two of the restrictions in the Declaration of Covenants, Conditions, and Restrictions: to increase the limit of the number of employees using the property as their office from three to five FTE employees, not including student interns; and to increase the limit of the number of Board of Managers evening meetings per year on the property from sixteen(16) to twenty(20). While this item does require action by the City Council, it does not require a public hearing; however, a decision was made to hold a public hearing. Randy Anhorn, Administrator for Nine Mile Creek Watershed District, reviewed the background of the watershed district's use of the property. He said the Minnesota Land Trust, a private, non-profit group, holds a conservation easement on the property. The facility is open to the public and is used as an amenity to the neighborhood. In 2017 they hosted the neighborhood United Night Out event. He noted three neighbors serve on the Watershed District's Citizen Advisory Committee. He said the watershed district has experienced increased workloads with projects such as the water management plan, the stream bed restoration project, and water quality monitoring. They would like to be able to increase the limit on the number of employees to five, and to increase the limit on the number of evening meetings per year to 20. Tyra-Lukens asked about the capacity of the meeting space at the facility. Mr. Anhorn said they can adapt the walls of the room to accommodate up to 40-45 people. Tyra-Lukens noted the Riley-Purgatory-Bluff Creek Watershed District has had numbers of people attend their public meetings that were beyond the capacity of their facility. Mr. Anhorn said the Nine Mile Creek Watershed District also holds large public meetings at other facilities such as the Eden Prairie Community Center. Aho asked about the number of meetings they currently hold. Mr. Anhorn said they hold 16 Board meetings and want to increase that number to 20. They also hold 16 evening Citizen Advisory Committee meetings, eight Neighborhood Advisory Committee meetings, and two technical advisory meetings per month. Aho said that would be a total of 66 meetings and that seemed like a lot of meetings for the space. He asked if they hold any other special events such as the Night to Unite. Mr. Anhorn said they had a public open house two years ago for the restoration project and will be holding another on January 17. Aho commented he has received the most feedback on the restoration project. There are a lot of people who are not pleased about the amount of vegetation removed for that project. It is now easy to see through to the building, and people feel they have been led astray about how the property was to remain. He asked Mr. Anhorn to explain what took place and to explain what the plans are for the property. Tyra-Lukens interjected that would be interesting from an educational perspective, but the question of vegetation is totally different from the question the Council is being asked to discuss tonight. Aho agreed,but noted people have raised concerns. CITY COUNCIL MINUTES January 2, 2018 Page 5 Mr. Anhorn said their master development plan is posted on the website. That plan was developed in coordination with the Minnesota Land Trust and City staff. He said they are not able to do anything to the site without the approval of the Minnesota Land Trust. Aho said he was not aware of the changes being made until they started happening, so it was a shock to him and to many others. Butcher Wickstrom asked if notification went out to the neighbors. Mr. Anhorn replied they sent letters out to properties within their view shed and later sent letters about the public meeting to a wider audience. Case suggested the Council take a vote on the question of increasing the number of employees and evening meetings and then take some time to talk about the trees. He thought there is another story that needs to be told more completely about what the plans are. He noted the request would mean there would be two extra cars parked and possibly 4-8 additional trips per day, along with the cars parked for the extra meetings. He thought that needs to be compared to what could have gone into the property. It is beautiful land that could have had 13 additional single family homes built there. There would be fewer trips made by the additional employees than if single family homes had been built there. He thought there may be a process for people who want to address the issue of tree removal at another time. Joe Griffith, Donlea Lane, said many of his neighbors were concerned about the gift of the property, but we were given assurances there would be three full time employees. They are now asking for two more, and that will bring an additional 2000 cars coming into the neighborhood. He noted nothing can be done about the tree loss at this point. He asked the City Council to deny the request. Tyra-Lukens asked Mr. Griffith to explain how he calculated 2000 additional cars in the neighborhood. Mr. Griffith said there will be 2000 more trips into the neighborhood with the two additional employees and the additional meetings. Adam Archer, Gerard Drive, said he has lived there for four years, and there have been some traffic issues in the neighborhood that he has discussed with the watershed district. He was in support of having the watershed district in the neighborhood. Natalie Orenson, Sleepy Hollow Lane, thought this is a remarkable use of the land and commended the watershed district for developing and maintaining the property and for communicating their plans to the neighborhood. She agreed with their request. David Ringsmuth, Beehive Court, said Ms Kaerwar had a limited vision for the use of the property, and there is a clash of visions by placing the watershed district offices in a single family neighborhood. He would prefer to keep the use as low key as possible. Ingrid Abatan said she lives next door to the watershed district's property and a City walking path. She does not see any traffic and does not hear any noise. The watershed district sent out letters to the neighbors to discuss the project; however, only a few CITY COUNCIL MINUTES January 2, 2018 Page 6 people showed up at the meeting. She felt that meeting was the place for the neighbors to show up and express their concerns. She was very happy with what the watershed district has done. She believed Barbara Kaerwar's vision was to protect the earth, and she would be happy with the project. MOTION: Butcher Wickstrom moved, seconded by Case, to close the public hearing. Motion carried 5-0. Case thanked those in the audience who shared their comments tonight. He noted he had the privilege of knowing Ms Kaerwar for years. While he was not sure how she would feel about these changes, she would like how the public is welcome on the property. Aho said he appreciates that the watershed district wants to preserve the property. He also knew Ms Kaerwar's desire was to keep the property available to the public. She gave the property to the watershed district because there was no other organization that wanted to keep up the property. He did not know if she would want it to grow into a business office use in a residential area. He was not in favor of the project initially because it was, in his view, a spot zoning project. He did not believe we have any other place in Eden Prairie where we have done something like that. We are now looking at potentially increasing the number of employees and the intensity of use in a purely residential area. He understood it is a beautiful property, and a lot of people like to walk there and use it; however, he didn't think we have to have more people there and more use of the property. Nelson noted Ms Kaerwar loved her home and wanted the property to be used. Ms Kaerwar would also want it to be functional for the watershed district. Nelson said she could see them growing to five employees, but would not expect them to return for more because five employees is pushing it. She acknowledged that evening meetings are more convenient for many people; however, this is a neighborhood and that feeling needs to be maintained. She noted Ms Kaerwar believed in the watershed district and in the use of the property by the public. Butcher Wickstrom thought it is a reasonable request, and she believed the watershed district is conscientious. She believed this request will help the success of the watershed district. Tyra-Lukens agreed with Council Member Aho that the change in zoning from residential to office is not something we consider lightly,but we made an exception for this property because of Ms Kaerwar's wishes and the relatively low intensity of use by the watershed district. This request would not result in a huge increase in trips through the neighborhood, and she thought it is in keeping with the character and intent for the property. She would want the watershed district to be able to function efficiently because water quality is so important to all of us. CITY COUNCIL MINUTES January 2, 2018 Page 7 MOTION: Butcher Wickstrom moved, seconded by Case, to approve the amendment to the Declaration of Covenants, Conditions, and Restrictions for the Nine Mile Watershed District. Motion carried 4-1-0,with Aho opposed. Case asked if the Council would want to have some mechanism of welcoming people back for a Part II meeting. The process did attempt to get neighborhood involvement, but we may need to have additional input. Mr. Anhorn said they are sending postcards regarding the January 17, 6:00 p.m., meeting where the architect will review the plans. Case asked residents to contact City Council members if they feel additional communication is needed. X. PAYMENT OF CLAIMS MOTION: Butcher Wickstrom moved, seconded by Nelson, 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." XI. ORDINANCES AND RESOLUTIONS XII. PETITIONS, REQUESTS,AND COMMUNICATIONS XIII. APPOINTMENTS A. DESIGNATE OFFICIAL CITY NEWSPAPER(Resolution No. 2018-13) MOTION: Aho moved, seconded by Nelson, to adopt Resolution No. 2018-13 designating Eden Prairie News as the official City newspaper for the year 2018. Motion carried 5-0. B. DESIGNATE OFFICIAL MEETING DATES, TIME AND PLACE FOR THE CITY COUNCIL IN 2018 AND APPOINTING ACTING MAYOR(Resolution No. 2018-14) MOTION: Butcher Wickstrom moved, seconded by Nelson, to adopt Resolution No. 2018-14 designating the official meeting dates, time and place for the City of Eden Prairie Council in 2018 and appointing Council Member Case the Acting Mayor. Motion carried 5-0. C. APPOINT COMMISSIONERS TO EDEN PRAIRIE HOUSING AND REDEVELOPMENT AUTHORITY(Resolution No. 2018-15) MOTION: Case moved, seconded by Butcher Wickstrom, to adopt Resolution No. 2018-15 appointing City Council Members to serve as Commissioners for the Eden Prairie Housing and Redevelopment Authority; and appointing Nancy Tyra-Lukens as Chair; Rick Getschow as Executive Director and Council Member Nelson as CITY COUNCIL MINUTES January 2, 2018 Page 8 Secretary for calendar year 2018. Motion carried 5-0. D. APPOINT DIRECTOR AND ALTERNATE DIRECTOR TO SUBURBAN RATE AUTHORITY (Resolution No. 2018-16) MOTION: Nelson moved, seconded by Butcher Wickstrom, to adopt Resolution No. 2018-16 designating Robert Ellis as the Director and Council Member Case as the Alternate Director to the Suburban Rate Authority. Motion carried 5-0. E. APPOINTMENT OF MAYOR TYRA-LUKENS AS DELEGATE AND COUNCIL MEMBERS AS ALTERNATES TO NATIONAL LEAGUE OF CITIES MOTION: Aho moved, seconded by Case, to approve appointment of the Mayor as Delegate and Council Members as Alternates to the National League of Cities. Motion carried 5-0. F. APPOINTMENT OF MAYOR TYRA-LUKENS TO MUNICIPAL LEGISLATIVE COMMISSION MOTION: Butcher Wickstrom moved, seconded by Aho, to approve appointment of the Mayor to the Municipal Legislative Commission. Motion carried 5-0. G. APPOINTMENT TO SOUTHWEST CABLE COMMISSION MOTION: Case moved, seconded by Butcher Wickstrom, to approve appointment of Council Member Nelson to the Southwest Cable Commission. II. APPOINTMENT TO EDEN PRAIRIE COMMUNITY FOUNDATION MOTION: Nelson moved, seconded by Butcher Wickstrom, to approve appointment of Council Member Case to the Eden Prairie Community Foundation. I. APPOINTMENT TO I-494 CORRIDOR COMMISSION MOTION: Butcher Wickstrom moved, seconded by Case, to approve appointment of Council Member Aho to the I-494 Corridor Commission. Motion carried 5-0. J. APPOINTMENT TO CITY AND SCHOOL FACILITIES USE TASK FORCE MOTION: Aho moved, seconded by Nelson, to approve appointment of Council Member Butcher Wickstrom to the City and School Facilities Use Task Force. Motion carried 5-0. K. APPOINTMENT OF ASSISTANT WEED INSPECTOR CITY COUNCIL MINUTES January 2, 2018 Page 9 MOTION: Case moved, seconded by Butcher Wickstrom, to appoint Jacob Busiahn as Assistant Weed Inspector for the City of Eden Prairie. Motion carried 5-0. L. APPOINTMENT OF MUNICIPAL REPRESENTATIVES TO THE FIRE RELIEF ASSOCIATION BOARD OF TRUSTEES (Resolution No. 2018-17) MOTION: Nelson moved, seconded by Butcher Wickstrom, to adopt Resolution No. 2018-17 appointing Sue Kotchevar and Council Member Case to the Eden Prairie Fire Relief Association. Motion carried 5-0. M. APPOINTMENT TO SOUTHWEST TRANSIT COMMISSION Tyra-Lukens said she has decided this is a good time to go off the commission as the Citizen Representative. She has been involved with the Southwest Transit since 1994. She asked to resign from the commission and recommended adding the appointment of Council Member Case as Citizen Representative, effective January 11, 2018. MOTION: Butcher Wickstrom moved, seconded by Case, to appoint Council Member Aho to the Southwest Metro Transit Board as the Eden Prairie City Council Representative for a three-year term to end December 31, 2020, and to appoint Council Member Case to the Southwest Metro Transit Board as the Eden Prairie Citizen Representative for a three-year term to end December 31, 2020. Motion carried 5-0. Motion carried 5-0. N. APPOINTMENTS TO 2018 BOARD OF APPEAL AND EQUALIZATION MOTION: Aho moved, seconded by Butcher Wickstrom, to appoint to the Board of Appeal and Equalization Lyndon Moquist, Annette O'Connor, Todd L. Walker,Nate Thompson and Kristin Rial for the period of March 1, 2018 through May 31, 2018, or until the Board of Appeal and Equalization completes its work. Motion carried 5-0. XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS 1. Airport Issue—Council Member Case Case said many people who have lived in Eden Prairie for several years know the City was involved in intense negotiations with the Metropolitan Airport Commission(MAC) around the year 2000 when the City was fighting against the airport expansion. The Final Agreement reached in 2002 allowed the expansion of the airport along with some limitations of the airport's ability to fly heavier planes over 60,000 pounds, to increase the runway pavement depth, and to limit the runway to 5000 feet. In addition, there was a complete CITY COUNCIL MINUTES January 2, 2018 Page 10 ban on nighttime maintenance run-ups from 10 p.m. to 6 a.m. Now that technology has changed, the fixed base operators have been getting requests from jet owners to bring in heavier jet aircraft. He believed there will be a request later this year to waive the weight limit on a permanent basis; however, they are currently looking to bring in heavier jets just for the Super Bowl event. Case said he and Mayor Tyra-Lukens were part of a group that met after the MAC requested the exception for the Super Bowl. He noted he was also part of the original negotiating team in 2000. We have communicated we would not want to raise the limit because we had a solid agreement regarding the weight limits. He believed the MAC got the clear message of"No"regarding raising the limit for the Super Bowl after they heard from two of us on the Council that we would not be inclined to raise the limit. They did agree to meet again. Tyra-Lukens noted they expect 200 aircraft to be parked at Flying Cloud Airport(FCA) during the Super Bowl. Case noted during some of the time the 200 aircraft will be taking off and landing constantly. The five days of the Super Bowl could be a test of what it might be like if the limit were raised permanently, and that could have a very negative impact on the quality of life for our residents. B. REPORT OF CITY MANAGER 1. Board and Commission Recruitment Getschow said Eden Prairie has six very active boards and commissions that recommend policies, do educational outreach, and provide feedback from the community. We have openings on the commissions annually. Recruitment of new commission members opens next week and continues into February. There will be an orientation session in late March after the Council has interviewed the applicants. He asked anybody interested in being involved in the community to fill out an application on the City website, edenprairie.org. Tyra-Lukens said information about what the commissions do and how often they meet is also on the website. She noted the interviews are done in a group, and serving on a City commission is an interesting job. MOTION: Case moved, seconded by Nelson, to approve the attached timeline for recruitment of Board and Commission candidates and set February 21, 2018 as the date for commission interviews. Motion carried 5- 0. C. REPORT OF COMMUNITY DEVELOPMENT DIRECTOR CITY COUNCIL MINUTES January 2, 2018 Page 11 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 Butcher Wickstrom,to adjourn the meeting. Motion carried 5-0.Mayor Tyra-Lukens adjourned the meeting at 8:16 p.m. CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Christy Weigel, Clerk's License Application List VIII.A. Police/ Support Unit These licenses have been approved by the department heads responsible for the licensed activity. Requested Action Move to: Approve the licenses listed below New On-Sale Wine with Strong Beer& 3.2 Beer License Licensee name: Qdoba Restaurant Corporation DBA: Qdoba Mexican Eats 11611 Leona Road 2018 Renewal Licenses Private Kennel Kathy Meyer 7320 Bagpipe Boulevard Clara Severson 6505 Rowland Road Annette & John Thayer 9263 Preston Place - 1 - CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Mayor Nancy Tyra-Lukens Highway 169 Mobility Study Resolution VIII.B. Requested Action Move to: Adopt a resolution of support for the Highway 169 Mobility Study recommendation. Synopsis The Minnesota Department of Transportation(MNDOT), in cooperation with Scott County and the Metropolitan Council, is currently analyzing improvements to Hwy 169 between Hwy 55 in Golden Valley and Hwy 41 in Shakopee. The purpose of the study is to identify and evaluate cost-effective options for improving transit and reducing congestion on Hwy 169 between Hwy 41 in Shakopee and Hwy 55 in Golden Valley. The study focused on: 1. Highway Bus Rapid Transit 2. MnPASS Express Lanes 3. Lower cost/high benefit improvements along the highway such as adding auxiliary lanes, turn lanes, modifying interchanges and creating ways for buses to get through traffic more efficiently Using the goals established in the study's "Purpose and Need" objectives, two bus rapid transit(BRT) alternatives and two MnPASS alternatives have been identified for further technical analysis. Technical analysis on these alternatives will generate information such as their estimated capital costs, estimated number of riders for the BRT and the number of users of MnPASS, as well as potential impacts to the natural and built environments. The results of the study may determine advancing recommended improvements into the project environmental/pre-design process, to add specific improvements to projects that are already programmed, or to get improvements ready should additional funding become available. MNDOT is reaching out to impacted project area organizations to request input, and to solicit resolutions supporting project recommendation(s). The attached resolution offers general support for any option that includes future BRT service on Highway 169 connecting to downtown Minneapolis and MnPASS Lane additions on Highway 169. The resolution also includes a provision not supporting operation by the Metropolitan Council of connector bus service within the SouthWest Transit service area to the Highway 169 BRT Corridor without the consent of SouthWest Transit. Background Information Regional transportation plans identified Hwy 169 between Hwy 41 and Hwy 55 as an ideal corridor for transit and mobility improvements. Moreover, statewide plans and community leaders have noted the importance of the Hwy 169 Corridor between Mankato and the Twin Cities as a critical link for educational institutions, businesses, and interregional freight and passenger transportation. Highway BRT is bus service that travels on the highway and stops only at designated stations right on or immediately adjacent to the highway. Highway BRT operates frequently from early in the morning to late at night. The results of the 2014 Highway Transitway Corridor Study indicated that when compared to other highways across the region, Hwy 169 between downtown Minneapolis and Marschall Road in Shakopee is an ideal candidate for Highway BRT. MnPASS is a state transportation system that provides a congestion-free travel option during peak- drive times on highways with high levels of congestion. MnPASS Express Lanes give all commuters a reliable travel choice that saves them time, increases a highway's capacity to move more people through a corridor and allows faster, more reliable public bus service. MnPASS Express lanes are lanes on a highway that are dedicated to buses, carpools, (HOV2 +)motorcyclists or for solo motorists who pay a fee during peak-drive times. All motorists may use the lanes outside of peak- drive times. In 2010 MnDOT completed a MnPASS System Study- Phase 2. The study considered the feasibility of adding MnPASS Express Lanes on several highways in the Twin Cities Metro area. Currently there are MnPASS Express Lanes on I-394 between Minnetonka and Minneapolis; on I-35W between Lakeville and Minneapolis; and on I-35E between Cayuga Street and Little Canada Road in St Paul. Attachments Resolution of Support Highway 169 Mobility Study Map Presentation CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2018- SUPPORTING MOBILITY IMPROVEMENTS ALONG HIGHWAY 169 CONNECTING TO DOWNTOWN MINNEAPOLIS WHEREAS, the Minnesota Department of Transportation(MnDOT), the Metropolitan Council, and Scott County funded and participated in the US Highway 169 Mobility Study, in partnership with cities and counties along the corridor, to evaluate the potential for MnPASS Express Lanes in the southwest metro area on Highway 169, and Bus Rapid Transit(BRT) in the same corridor from the city of Shakopee north to corridors connecting to downtown Minneapolis; and WHEREAS, the purpose of the project, as established through the study process, is to increase access to jobs and destinations,provide transportation choices, and improve safety and travel time for Highway 169 travelers; and WHEREAS, two (2) BRT alternatives were identified and studied: US 169 from Marschall Road north to Betty Crocker Drive (segment common to both alternatives) and east to downtown Minneapolis via I-394 (Alternative 1) or via Highway 55 (Alternative 2); and WHEREAS,both BRT alternatives provide connections to existing bus routes and light rail as well as the planned transitway system with connections to the future METRO Green Line light rail extension and the potential future American Boulevard Arterial BRT, thereby enhancing the system available to potential riders of the BRT; and WHEREAS, the evaluation of BRT alternatives shows strategic differences between the two alternatives: Alternative 1 serves a higher number of jobs along the corridor and has higher total projected ridership, Alternative 2 serves a higher number of people living along the corridor, has higher projected transit-dependent and reverse-commute ridership, and connects to the future METRO Blue Line light rail extension; and WHEREAS, six (6)project goals for evaluation of alternatives were established through the study process and both BRT alternatives similarly satisfy each of the project goals: Improve Access, Provide Improved Mobility, Attract Ridership, Provide a High Return on Investment, Prioritize Service to Transit-Supportive Development Areas, and Preserve the Environment; and WHEREAS, the project evaluation also shows that the addition of MnPASS lanes on Highway 169 between Marschall Road and Highway 55 is feasible and would satisfy the project goals by improving access to jobs and destinations, improving mobility by reducing and better managing congestion, providing a transit advantage for express bus service and in some areas BRT service, providing a high long-term return on investment, and preserving the environment; and WHEREAS, staff and elected officials from the City of Eden Prairie have thoughtfully participated in the Highway 169 Mobility Study; and WHEREAS, it is understood that the current financial constraints of the region for highway and transit expansion projects beyond what are already assumed to be funded in the Transportation Policy Plan are challenging,but should additional funding become available, this project should be given due consideration for advancement in part or total. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council as follows: 1. The Eden Prairie City Council supports future BRT service on Highway 169 connecting to downtown Minneapolis and MnPASS Lane additions on Highway 169 including future planning studies and infrastructure or transit investment to enable and support implementation. 2. The Eden Prairie City Council requests the Metropolitan Council and MnDOT incorporate,prioritize, and consider these MnPASS and BRT improvements in plans, programs and projects. 3. The Eden Prairie City Council does not support operation by the Metropolitan Council of connector bus service within the SouthWest Transit service area to the Highway 169 BRT Corridor without the consent of SouthWest Transit. ADOPTED by the Eden Prairie City Council on January 2, 2018. Nancy Tyra-Lukens, Mayor ATTEST: SEAL Kathleen Porta, City Clerk 11 Study area I r MEDICINE LAKE 6 MINNEAPOLIS 10i PLVMpuT!IEl s El I Exken51011 i; 1-394 MnPASS r•' •+".% WAYZATA giP-- ' m MINNrnPni 15 • St LOUIS • MINNETONKA a PARK #i tea. r• w, HOPKINS }.• c3�eg� CC ■ 100 e El Alla r• a I:I ri NA Y II 62 62 101 i • RICHFIELD r • CHANHA5SEN • r • 212 EDEN 11 PRAIRIE BLOOMINGTON Q t5y7'7---- 9159 K\.\:\v, 101 SHAK0PEE az13 •, if SAVAGE Fct BURNSVILLE s140 Y - PRIOR LAKE I -AKEVILLE IV !+ of 12/14/2017 Highway 169 Mobility Study Eden Prairie City Council Meeting December 12, 2017 Evaluating the potential for Bus Rapid Transit and NhPASS Express Lanes in the southwest Metro 004Eya�q ' grif tkiOF TpPal -- . ar.. .!i METROPOLcITAN Background Studies/Plans Highway Transitway 2040 TPP Corridor Study (2014) Transitways MnPASS System Study Phase 2 and Metropolitan Highway System Investment Study (2010) re- Scott County Transit Operations and Capital "—" ----- Plan (2013) 2040 TPP 2040 Transportation Policy MnPASS *1„ ,r� a Plan (2015) 1 1�� ! • Highway 169 in the Increased Wirt, ,ai. Revenue Scenario for A MnPASS and BRT u�-. _ •s 1 12/14/2017 Study Purpose Identify and evaluate cost-effective options for improving transit and reducing congestion on Highway 169 Options include: • Bus Rapid Transit(BRT) • Coordinated MnPASS improvements • Spot mobility improvements • Other phased improvements Collaborative effort between MnDOT, Scott County, and Metropolitan Council Funding partners also include Shakopee, Prior Lake, and Highway 169 Corridor Coalition 3 Study Outcome Results of the study will be used to determine whether to: • Advance recommended improvements into environmental/design phase; • Add specific recommended improvements to already programmed projects; or • Prepare recommended improvements should additional funding become available 2 12/14/2017 Study Process We are here Stage 1 Stage 2 Stage 3 Stage 4 Purpose&Need Initial Set of Concept Evaluation of Alternatives Development Alternatives Goals& Technical Analysis Objectives Screening Level •Operating Plan Implementation Evaluation Evaluation •Costs Plan& Measures Measures •Modelling Final Report •Impact Assessment Stakeholder Engagement 5 Study Decision-Making Project Management Team • Provide project oversight and overall work direction • Council, MnDOT, Scott, and Hennepin counties Technical Advisory Committee • Provide technical input on study work efforts • Staff representing: State and federal agencies, counties, cities and transit providers along the corridor Policy Advisory Committee • Provide policy input and direction and make study recommendations • Elected or appointed members representing: State and federal agencies, counties, cities, other key agencies & stakeholders 6 3 12/14/2017 Project Goals Goal 1 Goal 2 r yam, Improve Mobility Ridership Return on Supportive Preserve Access Investment Conditions Environment Current Peak-Hour BRT Ridership Capital Costs Multi-Modal Natural Population Congestion Policies Environment Current Delay Per Transit-Dependent Operations and Bicycle and Built Environment Employment User Ridership Maintenance Pedestrian Costs Connections Travel Time Vehicle Reverse-Commute Cost per Forecast Reliability Hours Ridership Reliable Trip Population Traveled Employment Crash Risk Off-Peak Ridership Cost Forecast Centers Factor Effectiveness Employment Reduction SW Transit Routes O&M factors Shift Total Corridor Ridership 7 ALTERNATIVES 8 4 12/14/2017 ri new r,! Legenda} • aaa Columbia • snare s,ee, Heights Alternatives - &uerint r io Ditrp.T;and Peer aStad and Ride _ llry,i.�� - lxla hn.m smmas 19!. ,Pq N 'eQK a<e ai rbreara General 0P� •� e0., ear lee,: � Arien>are,r Mills "-,,g1as ,ae` v, s, —ser a�aamenl esMsnner.ez '4 'Oe Cr`•lj5< 1c_` - M�PAss Minneapolis MaPass I Leni:i.a.r:kria A e � PPeCedar Lake RdA • eOwnlown P.r° Hopkin; •..... aae7nor�- -•.n.e 1.•• ,Bren Rd •. , 11 a, VP '169: ,t'.' jVikinyDi ® _• Washlngon Ave �.Bloomington Pioneer7i;vi• thb ridge Savage ��.- Cros g Burnsville Q Goal 1 — Improve Access Improve access to local and regional destinations, activity centers, and employment concentration ■wr : Alternative 1: 1-394 Alternative 2: TH 55 Current Population 16,300 21,900 Current Employment 38,100 32,800 Travel Time Reliability (Peak Period Trips) 28,100 28,100 Employment Centers i. J rJ J..'...),..,"...R..) 4Reglonal Alternative 2 has 5,600 more residents and ;L Alternative 1 has 5,300 more jobs within '/2 Mtli m mile of station areas 5iiiall Alternative 2 serves more employment centers 5 12/14/2017 Goal 2 — Mobility Provide better mobility in the corridor and options to lessen congestion • • : 1-394 IrMIMMIEIEW Person throughput 12,300-13,400 12,400-13,600 Delay per user 0:30 to 6:10 (-60%, m:ss) 0:30 to 6:10(-60%, m:ss) Change in VHT -5,500 -5,500 Reduction in crash risk -44%congestion(mi-hr) -44%congestion(mi-hr) -35%bottleneck conflicts -35% bottleneck conflicts MnPASS improvements are effective in achieving the mobility goal and associated measures: • Increased person throughput along corridor • Meaningful reductions in delay • Reduction in VHT(important for benefit-cost) • Improvement to bottlenecks and congestion Goal 3 — Ridership Improve the attractiveness of transit to serve more people in the corridor ' Alternative 1: 1-394 Station-to-Station BRT 7,400 6,600 Transit-Dependent 2,000 2,400 Reverse Commute 2,800 3,600 Off-Peak 3,100 2,700 Express Bus 1,000 1,000 Guideway Total 8,400 7,600 Express Bus Routes w/ 2,500 2,500 potential to use 169 6 12/14/2017 Goal 4 — Return on Investment Provide a high long-term return on the transportation investment loam. Alternative 1: Alternative 2: 1-394 TH 55 BRT Capital Cost $67 million $69.0 million BRT Operating&Maint Costs $16.5 million $17.1 million Annualized Capital+Operating $8.85 $10.25 Costs per Trip(BRT only) Cost Range for MnPASS: $329 million to $591 million Alternative 1 is slightly more cost effective for BRT. Goal 5 — Supportive Conditions Prioritize service to existing transit-supportive area and to those committed to implementing development patterns that support transit service miri Alternative 1 1-394 Alternative 2 TH 55 Projected Population 26,300 30,400 I Projected 57,100 49,800 Employment Transit Supportive Somewhat supportive policies Somewhat supportive policies Plans& Policies Supportive policies Slightly less supportive Bicycle/Pedestrian policies Policies&Connections More difficult to implement Existing infrastructure easier overall to supplement 14 7 12/14/2017 Goal 6 — Preserve Environment Preserve and enhance the quality of the built and natural environments Very few sites with hazardous material near the alternatives Alternative 2 has fewer locations that are sensitive to noise and vibration receptors No cultural or historic resources impacts expected for either alternative Few/no property acquisition impacts expected for both alternatives Alternative 2 serves greater concentrations of minority populations and low-income residents than Alternative 1 15 Results Summary Goal Alternative 1: 1-394 Alternative 2: TH 55 1. Improve Access • • 2. Mobility • • 3. Ridership • • 4. Return on Investment • 5.Supportive Conditions • 6. Preserve Environment • • • Does not Satisfies • Best satisfies satisfy goal goal goal 8 12/14/2017 Additional Analysis Ridership sensitivity tests • Allows us to test different variables to understand impact on ridership • Purpose is to refine alternatives to maximize ridership Refining concepts to reduce capital and operating costs • Remove low-performing, high-cost, or difficult to access stations • Reduce the peak frequency from 10 to 15 minutes 17 NEXT STEP: IMPLEMENTATION PLAN 9 12/14/2017 Implementation Plan Development 1. Precisely Define the Vision and Optimized Scenario Define the ultimate vision for the corridor, identify the optimized scenario, and note the additional components needed to realize the ultimate vision. 2. Prioritize Investments Order preservation and mobility investments to optimize cost, timing, operational benefits, and construction impacts. 3. Identify Interim Steps Consider funding mechanisms available to begin building towards the ultimate vision and identify interim steps that can be taken deploy portions of the ultimate vision that can improve mobility. 19 Staging of Service and Improvements Transit Service • Interim Service, building a market • Preliminary market tests (Shakopee to Green Line) Highway and Transit Infrastructure • Coordinate local improvements with planned/programmed projects • Promote local pedestrian and bicycle connections • Initiate engineering work on substantial improvements • Target gaps for transit advantages Cost Summary 20 10 12/14/2017 QUESTIONS? 2, 11 CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Captain Greg Weber Resolution authorizing sale of real property VIII.C. Police acquired through a forfeiture Requested Action Move to: Adopt a resolution authorizing sale of real property acquired through forfeiture and authorizing the Mayor and City manager to execute such documents as necessary. Synopsis The City of Eden Prairie ("City") owns certain real property acquired by forfeiture pursuant to court order. The court order requires the subsequent sale of the real property and the application of sale proceeds towards restitution in connection with the forfeiture. The property is listed for sale, and proposed buyers have offered to purchase the property from the City for$35,500.00. Background In April 2017, Hennepin County requested that the City be the lead agency in a forfeiture action regarding real property commonly known as 15666 120th Street, Finlayson, MN (the "Property"). The City agreed, and the court,pursuant to a stipulation by and between Hennepin County and the former owner of the Property, ordered the former owner to deed the Property to the City. After the Property was deeded to the City, the court ordered the City to sell the Property in a commercially reasonable manner. The City listed the Property with Keller Williams Realty for sale with an asking price of $40,000.00. The City received an offer to purchase the Property from Michael G. VanKirk and Becky A. VanKirk(collectively the"VanKirks") for$35,500.00. The City Attorney recommends selling the Property to the VanKirks for$35,500. Upon closing,the City will use the sale proceeds to reimburse itself for costs and expenses, including attorney's fees, incurred associated with the Property and its sale pursuant to court order. The remaining balance of sale proceeds shall be paid by the City to the Hennepin County Attorney's Office for restitution purposes pursuant to court order. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2018- RESOLUTION AUTHORIZING SALE OF REAL PROPERTY WHEREAS, the City of Eden Prairie ("City") was asked by Hennepin County to be the lead agency in a forfeiture action and as a result now owns certain real property commonly known as 15666 120th Street, Finlayson, MN (the "Property")pursuant to court order; and WHEREAS, the court order requires the City to sell the Property in a commercially reasonable manner; and WHEREAS,the City listed the Property for sale, and Michael G. VanKirk and Becky A. VanKirk have offered to purchase the Property from the City for$35,500. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council that: 1. The Recitals set forth above are incorporated herein; 2. The sale of the Property to Michael G. VanKirk and Becky A. VanKirk in the amount of$35,000.00 is approved; 3. The Mayor and the City Manager are authorized to execute the purchase agreement, a deed conveying the Property to Michael G. VanKirk and Becky A. VanKirk and such other documents, certificates, and affidavits as are necessary for consummation of the sale. ADOPTED by the Eden Prairie City Council on January 15, 2018. Nancy Tyra-Lukens, Mayor SEAL ATTEST: Kathleen Porta, City Clerk CONSENT COUNCIL AGENDA DATE: SECTION: Consent Calendar January 16, 2018 DEPARTMENT /DIVISION: ITEM DESCRIPTION: ITEM NO.: Community Development Approve TOD Grant Agreement, TOD Loan VIII.D. Janet Jeremiah, Director Agreement, and a Disbursement Agreement for Elevate at Southwest Station Requested Action Move to: Approve and authorize execution by the Mayor and City Manager of the TOD Grant Agreement between the Metropolitan Council and the City, TOD Loan Agreement between Elevate and the City, a Disbursement Agreement between Elevate, the City, Elevate's Lender and other parties; and such other affidavits, certificates, agreements and other documents as are required to consummate the transaction. Synopsis The City was awarded $750,000 from the Metropolitan Council's Livable Communities Act Transit Oriented Development (LCA-TOD) program for Elevate @ Southwest Station. These funds will assist with acquisition, stormwater management and placemaking. Many of the placemaking improvements will be in the new public plaza located at the intersection of Prairie Center Drive and Technology Drive. In addition to executing a grant agreement with the Metropolitan Council, the City needs to execute a loan agreement and disbursement agreement with the developer. Background The Metropolitan Council's Transit Oriented Development Grant Program is an annual funding program through the Livable Communities Act. The LCA-TOD program promotes moderate to high density development projects located within walking distance of a major transit stop that typically include a mix of uses such as housing,jobs, restaurants, shops, and entertainment. The City submitted an application with the City Council's approval to request funding to help Elevate at Southwest Station with site acquisition, sidewalk connections, stormwater management, and placemaking. The Metropolitan Council awarded $750,000 to the City for the Elevate project. Elevate at Southwest Station is a TOD redevelopment of the vacant Ruby Tuesdays and Anchor Bank buildings at Southwest Station by Timberland Partners (Elevate LLC). The new six-story building will 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) and 8 units reserved for households earning up to 80% of the AMI. Market rate units include 118 units affordable to households earning up to 100% of the AMI, as well as 51 higher-priced units. The project 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 will 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. Sustainable features include green roofs, recycled rainwater, and energy efficiency. Attachments TOD Grant Agreement TOD Loan Agreement Disbursement Agreement DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGRAM TRANSIT ORIENTED DEVELOPMENT (TOD) PROGRAM GRANTEE; City of Eden Prairie GRANT NO. SG-08950 PROJECT: Elevate GRANT AMOUNT: S750,000 FUNDING CYCLE; 2017 COUNCIL ACTION: October 25, 21117 EXPIRATION DATE: I)eccrnber-31, 2020 METROPOLITAN LIVABLE COMMUNITIES ACT GRANT AGREEMENT THIS GRANT AGREEMENT("Agreement")is made and entered into by the Metropolitan Council ("Council")and the Municipality, County, or Development Authority identified above as"Grantee." WHEREAS, Minnesota Statutes section 473,251 creates the Metropolitan Livable Communities Fund, the uses of-which fund must be consistent with and promote the purposes of the Metropolitan Livable Communities Act ("LCA") and the policies of the Council's Metropolitan Development Guide; and WHEREAS, Minnesota Statutes sections 473.251 and 473.253 establish within the Metropolitan Livable Communities Fund a Livable Communities Demonstration Account and require the Council to use the funds in the account to make grants or loans to municipalities participating in the Local Housing Incentives Account Program under Minnesota Statutes section 473.254 or to Counties or Development Authorities to fund the initiatives specified in Minnesota Statutes section 473.25(b) in Participating Municipalities; and WHEREAS,the Council has established an LCA Transit Oriented Development("TOD")program to help leverage the metropolitan area's public investment in its transit infrastructure; and WHEREAS, the Grantee is a Municipality participating in the Local Housing Incentives Account program under Minnesota Statutes section 473,254, a County, or a Development Authority; and WHEREAS, the Grantee seeks funding in connection with an application for Livable Communities Demonstration Account grant program funds submitted in response to the Council's notice of availability of grant funds for the"Funding Cycle"identified above and will use the grant funds made available under this Agreement to help fund the"Project" identified in the application; and WHEREAS, the Grantee represented in its application that certain land use guidelines or official controls and other required threshold criteria were in place at the time of the application or that certain land use guidelines and official controls and other required threshold criteria would be in place within thirty-six (36) months from the date of the"Council Action" identified above; and Elevale Projec'r Page 1 of 12 rer.12/6/2017 DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGRAM TRANSIT ORIENTED DEVELOPMENT (TOD) PROGRAM WHEREAS, the Council awarded Livable Communities Demonstration Account TOD program grant funds to the Grantee subject to any terms, conditions, and clarifications stated in its Council Action, and with the understanding that the Project identified in the application will proceed to completion in a timely manner, that all grant funds will be expended prior to the "Expiration Date" identified above, and that the land use guidelines and official controls and other required threshold criteria identified in the Grantee's application currently are in place or will be in place as stated in the Grantee's application. NOW THEREFORE, in reliance on the above statements and in consideration of the mutual promises and covenants contained in this Agreement,the Grantee and the Council agree as follows: I. DEFINITIONS 1.01. Definition of Terms. The terms defined in this Section have the meanings given them in this Section unless otherwise provided or indicated by the context. (a) Commenced. For the purposes of Sections 2.08 and 4.03, "commenced" means significant physical improvements have occurred in furtherance of the Project(e.g., a foundation is being constructed or other tangible work on a structure has been initiated). In the absence of significant physical improvements, visible staking, engineering, land surveying, soil testing, cleanup site investigation, or pollution cleanup activities are not evidence of Project commencement for the purposes of this Agreement. (b) Council Action. "Council Action" means the action or decision of the governing body of the Metropolitan Council, on the meeting date identified at Page 1 of this Agreement, by which the Grantee was awarded Livable Communities Demonstration Account TOD program grant funds. (c) county. "County"means Anoka,Carver, Dakota,Hennepin, Ramsey,Scott,and Washington Counties. (d) Development Authority. "Development Authority" means a statutory or home rule charter city, a housing and redevelopment authority, an economic development authority, or a port authority in the Metropolitan Area. (e) Metropolitan Area. "Metropolitan Area" means the seven-county metropolitan area as defined by Minnesota Statutes section 473.121, subdivision 2. (f) Municipality. "Municipality" means a statutory or home rule charter city or town participating in the Local Housing incentives Account Program under Minnesota Statutes section 473.254. (g) Named TOD Area. "Named TOD Area"means the TOD area identified by name and location in the Grantee's application for TOD program funds and in the TOD Project Summary attached to this Agreement. ta,w 1'r.'j+cr Page 2 of i 2 my.12/02017 DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGRAM TRANSIT ORIENTED DEVELOPMENT (TOD) PROGRAM (h) Participating Municipally. "Participating Municipality" means a statutory or home rule charter city or town which has elected to participate in the Local Housing Incentive Account program and negotiated affordable and life-cycle housing goals for the Municipality pursuant to Minnesota Statutes section 473.254, (i) Project. Unless clearly indicated otherwise by the context of a specific provision in this Agreement,"Project" means the TOD development or redevelopment project identified in the application for Livable Communities Demonstration Account TOD program grant funds for which grant funds were requested that provides the deliverables upon which the application was scored, Grant-funded activities typically are components of the Project. {j) Transit Oriented Development "Transit Oriented Development" means high density, mixed use development adjacent to transit stations using pedestrian-friendly design standards. IT. GRANT FUNDS 2.01. Source of Funds. The grant funds made available to the Grantee under this Agreement are from the Livable Communities Demonstration Account of the Metropolitan Livable Communities Fund. The grant funds are derived from the property tax authorized by Minnesota Statutes section 473.253,subdivision 1 and are not from federal sources. 2.02. Total Grant Amount. The Council will grant to the Grantee the"Grant Amount" identified at Page 1 of this Agreement, Notwithstanding any other provision of this Agreement, the Grantee understands and agrees that any reduction or,termination of Livable Communities Demonstration Account TOD program grant funds made available to the Council may result in a like reduction in the Grant Amount made available to the Grantee. 2.03. Authorized Use of Grant Funds. The Grant Amount made available to the Grantee under this Agreement shall be used only for the purposes and activities described in the application for Livable Communities Demonstration Account TOD program grant funds. The grant funds may be used for reimbursement of real estate acquisition costs if: (a)the property was purchased within the twelve-month period preceding the date by which the TOD grant program applications for the Funding Cycle were due; (b)the real estate was purchased by the Grantee or by a not-for-profit or a socially responsible developer; and (c)the Project will lead to the development of affordable housing or will result in jobs retained, created, or made more accessible to low-income and underserved populations, including opportunities for entrepreneurship. Property holding costs are an eligible use of grant funds but may not exceed five percent(5%) of the amount of the grant funds awarded for property acquisition or$100,000, whichever is less. A TOD Project Summary that describes eligible uses of the grant funds as approved by the Council is attached to and incorporated into this Agreement as Attachment A. Aerial photography or drawings that identify the specific location(s) within the Project boundaries for which grant funds must be used is attached to and incorporated into this Agreement as Attachment B. Grant funds must be used to fund the initiatives specified in Minnesota Statutes section 473.25(b), in a Participating Municipality. .elevate Project Page 3 of 12 17{1P,!2/12017 DE ONSTRATION ACCOUNT DEVELOPMENT GRANT PROGRAM TRANSIT ORIENTED DEVELOPMENT (TOD) PROGRAM 2.04. Ineligible Uses. Grant funds must be used for costs directly associated with the specific proposed Project activities and shall not be used for"soli,costs"such as:administrative overhead;travel expenses; legal fees; insurance; bonds; permits, licenses, or authorization fees; costs associated with preparing other grant proposals;operating expenses;planning costs,including comprehensive planning costs; and prorated lease and salary costs. Except as provided in Section 2.03,the grant funds may not be used for costs of Project activities that occurred prior to the grant award. A detailed list of ineligible and eligible costs is available from the Council's Livable Communities program office. Except for reimbursement for real estate acquisition and holding costs as provided in Section 2.03,grant funds also shall not be used by the Grantee or others to supplant or replace: (a)grant or loan funds obtained for the Project from other sources;or(b) Grantee contributions to the Project,including financial assistance, real property or other resources of the Grantee;or(c) funding or budgetary commitments made by the Grantee or others prior to the Council Action, unless specifically authorized in Attachment A. The Council shall bear no responsibility for cost overruns which may be incurred by the Grantee or others in the implementation or performance of the Project activities. The Grantee agrees to comply with any "business subsidy" requirements of Minnesota Statutes sections 11:6,1,993 to l 16J.995 that apply to the Grantee's expenditures or uses of the grant funds. 2.05. Loans for Low-Income Housing Tax Credit Projects. if consistent with the application and the Project activities described or identified in Attachments A and 13 or if requested in writing by the Grantee, the Grantee may structure the grant assistance to the Project as a loan so the Project Owner can take advantage of federal and state low-income housing tax credit programs. The Grantee may use the grant funds as a loan for a low-income housing tax credit project,subject to the terms and conditions stated in Sections 2.03 and 2.04 and the following additional terms and conditions: (a) The Grantee covenants and represents to the Council that the Project is a rental housing project that received or will receive an award of low-income housing tax credits under Section 42 of the Internal Revenue Code of 1986,as amended,and the low-income housing tax credit program administered by the Minnesota Housing Finance Agency or a program administered by the Minneapolis/Saint Paul Housing Finance Board or another designated housing credit agency that sub-allocates low-income housing tax credits in the Metropolitan Area. (b) The Grantee will execute a loan agreement with the Project Owner. Prior to disbursing any grant funds for the Project,the Grantee will provide to the Council a copy of the loan agreement between the Grantee and the Project Owner. (c) The Grantee will submit annual written reports to the Council that certify: (1)the grant funds continue to be used for the Project for which the grant funds were awarded; and (2)the Project is a "qualified low-income housing project" under Section 42 of the Internal Revenue Code of 1986, as amended. This annual reporting requirement is in addition to the reporting requirements stated in Section 3.03. Notwithstanding the Expiration Date identified at Page 1 of this Agreement and referenced in Section 4.01, the Grantee will submit the annual certification reports during the initial "compliance period" and any "extended use period," or until such time as the Council terminates this annual reporting requirement by written notice to the Grantee. Elevaie Prvecr Page 4 of 12 rev. 12/6/2017 DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGRAM TRANSIT ORIENTED DEVELOPMENT (TOD) PROGRAM (d) The grant funds made available to the Grantee and disbursed to the Project Owner by the Grantee in the form of a loan may be used only for the grant-eligible activities and Project components for which the Grantee was awarded the grant funds. For the purposes of this Agreement,the term "Project Owner"means the current Project Owner and any Project Owner successor(s). (e) Pursuant to Section 2.04, the grant funds made available to the Grantee and disbursed to the Project Owner in the form of a loan shall not be used by the Grantee,the Project Owner or others to supplant or replace: (1) grant or loan funds obtained for the Project from other sources; or (2) Grantee contributions to the Project, including financial assistance, real property, or other resources of the Grantee; or (3)funding or budgetary commitments made by the Grantee or others prior to the Council Action, unless specifically authorized in Attachment A. The Council will not make the grant funds available to the Grantee in a lump sum payment,but will disburse the grant funds to the Grantee on a reimbursement basis pursuant to Section 2.11. (f) By executing this Agreement,the Grantee: (I) acknowledges that the Council expects the loan will be repaid so the grant funds may be used to help fund other activities consistent with the requirements of the Metropolitan Livable Communities Act; (2)covenants, represents, and warrants to the Council that the Grantee's loan to the Project Owner will meet all applicable low-income housing tax credit program requirements under Section 42 of the Internal Revenue Code of 1986, as amended (the "Code"), and the low-income housing tax credit program administered by the Minnesota Housing Finance Agency or a program administered by the Minneapolis/Saint Paul Housing Finance Board or another designated housing credit agency that sub-allocates low-income housing tax credits in. the Metropolitan Area; and (3)agrees to administer its loan to the Project Owner consistent with federal and state low-income housing tax credit program requirements. (g) The Grantee will,at its own expense,use diligent efforts to recover loan proceeds: (1)when the Project Owner becomes obligated to repay the Grantee's loan or defaults on the Grantee's loan; (2) when the initial thirty-year"compliance period"expires,unless the Council agrees in writing that the Grantee may make the grant funds available as a loan to the Project Owner for an "extended use period"; or (3) if noncompliance with low-income housing tax credit program requirements or some other event triggers the Project Owner's repayment obligations under its loan agreement with the Grantee, The Grantee must repay to the Council all loan repayment amounts the Grantee receives from the Project Owner. The Grantee shall not be obligated to repay the grant funds to the Council except to the extent the Project Owner repays its loan to the Grantee, provided the Grantee has exercised the reasonable degree of diligence and used administrative and legal remedies a reasonable and prudent housing finance agency would use to obtain payment on a loan,taking into consideration(if applicable)the subordinated nature of the loan. At its discretion, the Council may: (1) permit the Grantee to use the loan repayment from the Project Owner to continue supporting affordable housing components of the Project; or(2) require the Grantee to remit the grant funds to the Council. Elevate Profecr Page 5 of 12 vet 12(6/2017 DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGRAM TRANSIT ORIENTED DEVELOPMENT (TOD) PROGRAM (h) if the Grantee earns any interest or other income from its I oan agreement with the Project Owner, the Grantee will: (1)use the interest earnings or income only for the purposes of implementing the Project activities for which the grant was awarded; or (2) remit the interest earnings or income to the Council. The Grantee is not obligated to earn any interest or other income from its loan agreement with the Project Owner, except to the extent required by any applicable law. 2.06. Revolving Loans. If consistent with the application and the TOD Project Summary or if requested in writing by the Grantee,the Grantee may use the grant funds to make deferred loans (loans made without interest or periodic payments), revolving loans (loans made with interest and periodic payments), or otherwise make the grant funds available on a "revolving" basis for the purposes of implementing the Project activities described or identified in Attachments A and 1. . The Grantee will submit annual written reports to the Council that report on the uses of the grant funds, the form and content of the report will be determined by the Council. This annual reporting requirement is in addition to the reporting requirements stated in Section 3.03. Notwithstanding the Expiration Date identified at Page 1 of this Agreement and referenced in Section 4.01, the Grantee will submit the annual reports until the deferred or revolving loan programs terminate, or until such time as the Council terminates this annual reporting requirement by written notice to the Grantee. At its discretion, the Council may: (a)permit the Grantee to use loan repayments to continue supporting affordable housing components of the Project;or(b)require the Grantee to remit the grant funds to the Council. 2.07. Restrictions on Loans or Grants to Subrecipients. The Grantee shall not permit any subgrantee or subrecipient to use the grant funds for loans or grants to any subrecipient at any tier unless the Grantee obtains the prior written consent of the Council. The requirements of this Section 2.07 shall be included in all subgrant and subrecipient agreements. 2.08. Project Commencement and Changes. The Project for which grant funds were requested must be "commenced" prior to the Expiration Date, If the grant funds will be used only for land acquisition and holding costs as authorized by Section 2.03 and will not be used for any other grant-eligible activities, the Project need not be commenced prior to the Expiration Date but the property acquired for the Project must be purchased prior to the Expiration Date. The Grantee must promptly inform the Council in writing of any significant changes to the Project for which the grant funds were awarded, as well as any potential changes to the grant-funded activities described or identified in Attachments A and B. Failure to inform the Council of any significant changes to the Project or significant changes to grant-funded components of the Project, and use of grant funds for ineligible or unauthorized purposes, will jeopardize the Grantee's eligibility for future LCA awards. Grant funds will not be disbursed prior to Council approval of significant changes to either the Project or grant-funded activities described or identified in Attachments A and B. 2.09. Budget Variance. The Grantee may reallocate up to twenty percent (20%) of the Grant Amount among the grant-funded activities,provided: (a) the grant funds may be used only for Project activities for which the Council awarded the grant funds; (b) the reallocation does not significantly change the Project deliverables; and (c) the Grantee receives written permission from Council staff prior to reallocating any grant funds. Council staff may administratively approve budget reallocation requests that exceed twenty percent (20%)of the Grant Amount only if the reallocation does not significantly change the Project deliverables. Notwithstanding the aggregate or net effect of any ElevoieProject Page 6 of I rev 12/6/2011 DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGRAM TRANSIT ORIENTED DEVELOPMENT (TOD) PROGRAM variances, the Council's obligation to provide grant funds under this Agreement shall not exceed the Grant Amount identified at Page I of this Agreement. 2.10. Loss of Grant Funds. The Grantee agrees to remit to the Council in a prompt manner: any unspent grant funds, including any grant funds that are not expended prior to the Expiration Date identified at Page 1 of this Agreement;any grant funds that are not used for the authorized purposes; and any interest earnings described in Section 2.12 that are not used for the purposes of implementing the grant-funded Project activities described or identified in Attachments A and B. For the purposes of this Agreement, grant funds are"expended" prior to the Expiration Date if the Grantee pays or is obligated to pay for expenses of eligible grant-funded Project activities that occurred prior to the Expiration Date and the eligible expenses were incurred prior to the Expiration Date. Unspent or unused grant funds and other funds remitted to the Council shall revert to the Council's Livable Communities Demonstration Account for distribution through application processes in future Funding Cycles or as otherwise permitted by law. 2.31. Payment Request Forms, Documentation,and Disbursements. The Council will disburse grant funds in response to written payment requests submitted by the Grantee and reviewed and approved by the Council's authorized agent. Written payment requests shall be made using payment request forms, the form and content of which will be determined by the Council. Payment request and other reporting forms will be provided to the Grantee by the Council. Payment requests must include the following documentation: Consultant/contractor invoices showing the time period covered by the invoice; the specific grant-funded Project activities conducted or completed during the authorized time period within which eligible costs may be incurred; and documentation supporting expenses including subcontractor and consultant invoices showing unit rates, quantities, and a description of the goods or services provided. Subcontractor markups shall not exceed ten percent(10%). The Council will disburse grant funds on a reimbursement basis or a"cost incurred"basis. The Grantee must provide with its written payment requests documentation that shows grant-funded Project activities actually have been completed. Subject to verification of each payment request form(and the required documentation)and approval for consistency with this Agreement,the Council will disburse a requested amount to the Grantee within two (2)weeks after receipt of a properly completed and verified payment request form. 2.12. Interest Earnings, If the Grantee earns any interest or other income from the grant funds received from the Council under this Agreement,the Grantee will use the interest earnings or income only for the purposes of implementing the Project activities described or identified in Attachments A and B. 2.11 Effect of Grant, Issuance of this Grant neither implies any Council responsibility for contamination, if any, at the Project site nor imposes any obligation on the Council to participate in any pollution cleanup of the Project site if such cleanup is undertaken or required. ElevatePivesr Page 7 of 12 rev, 12/02017 DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGRAM TRANSIT ORIENTED DEVELOPMENT (TOD) PROGRAM 2.14. Affordability Term. The Grantee shall,through written instruments or otherwise,ensure any affordable units acquired or developed with grant funds made available under this Agreement will remain affordable for a minimum period of fifteen (15) years. The Grantee's obligation under this Section may be satisfied if other Project funding sources (e.g.,the Minnesota Housing Finance Agency or the U.S. Department of Housing and Urban Development ("HUD")), or state or federal laws (e.g., low-income housing lax credit programs) require an affordability term of at least fifteen (15) years. For the purposes of this Section, "affordable housing unit"means a unit that is affordable to households at eighty percent (80%) or less of the Area Median Income("AMI"), as established by HUD, unless the Grantee's application stated an affordability standard lower than eighty percent 1 (80%)ofAMI, in which case the Grantee's lower affordability standard shall apply. The affordability requirements of this Section shall survive the expiration or termination of this Agreement. 2.15. Affirmative Fair Housing Marketing Plans. The Grantee shall,through written instruments or otherwise, ensure the Project owner (and any subsequent owner(s)) adopts and implements an affirmative fair housing marketing plan for all Project housing units (whether market rate or affordable). For the purposes of this Section, "affirmative fair housing marketing plan" means an affirmative fair housing marketing plan that substantially conforms to affirmative fair housing marketing plans published by HUD. The affirmative fair housing marketing plan requirement under this Section shall continue for the minimum affordability term specified in Section 2.14 and shall survive the expiration or termination of this Agreement. III. ACCOUNTING,AUDIT,AND REPORT REQUIREMENTS 3.01. Accounting and Records. The Grantee agrees to establish and maintain accurate and complete accounts and records relating to the receipt and expenditure of all grant funds received from the Council. Notwithstanding the expiration and termination provisions of Sections 4.01 and 4.02, such accounts and records shall be kept and maintained by the Grantee for a period of six (6) years following the completion of the Project activities described or identified in Attachments A and B or six (6) years following the expenditure of the grant funds, whichever occurs earlier. Accounting methods shall be in accordance with generally accepted accounting principles. 3.02. Audits. The above accounts and records of the Grantee shall be audited in the same manner as all other accounts and records of the Grantee are audited and may be audited or inspected on the Grantee's premises or otherwise by individuals or organizations designated and authorized by the Council at any time, following reasonable notification to the Grantee, for a period of six (6) years following the completion of the Project activities or six (6) years following the expenditure of the grant funds,whichever occurs earlier. Pursuant to Minnesota Statutes section 1 6C.05, subdivision 5, the books, records, documents, and accounting procedures and practices of the Grantee that arc relevant to this Agreement are subject to examination by the Council and either the Legislative Auditor or the State Auditor,as appropriate, for a minimum of six(6) years. 3.03. Report Requirements. The Grantee will report to the Council on the status of the Project activities described or identified in Attachments A and B and the expenditures of the grant funds. Submission of properly completed payment request forms (with proper documentation) required under Section 2.11 will constitute periodic status reports. However, if the Grantee has not submitted rike,'ore Project Page 8 of 12 rev.12/6/2017 DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGRAM TRANSIT ORIENTED DEVELOPMENT (TOD) PROGRAM any payment request forms during the first three months of the term of this Agreement, the Grantee must submit quarterly reports prior to the Grantee's first draw request. The Grantee also must complete and submit to the Council a grant activity closeout report. The closeout report form must be submitted within 120 days after the expiration or termination of this Agreement,whichever occurs earlier. Within 120 days after the Expiration Date, the Grantee must complete and submit to the Council a certification of expenditures of funds form signed by the Grantee's chief financial officer or finance director. The form and content of the closeout report and the certification form will be determined by the Council. These reporting requirements and the reporting requirements of Sections 2.05 and 2.06 shall survive the expiration or termination of this Agreement. 3.04. Environmental Site Assessment. The Grantee represents that a Phase I Environmental Site Assessment or other environmental review has been or will be carried out, if such environmental assessment or review is appropriate for the scope and nature of the Project activities funded by this Grant,and that any environmental issues have been or will be adequately addressed. IV. AGREEMENT TERM 4.01. Term. This Agreement is effective upon execution of the Agreement by the Council. Unless terminated pursuant to Section 4.02, this Agreement expires on the "Expiration Date" identified at Page 1 of this Agreement. ALL GRANT FUNDS NOT EXPENDED BY THE GRANTEE PRIOR TO THE EXPIRATION DATE SHALL REVERT TO THE COUNCIL. 4.02. Termination. This Agreement may be terminated by the Council for cause at any time upon fourteen(I4)calendar days' written notice to the Grantee, Cause shall mean a material breach of this Agreement and any amendments of this Agreement. If this Agreement is terminated prior to the Expiration Date, the Grantee shall receive payment on a pro rata basis for eligible Project activities described or identified in Attachments A and B that have been completed prior to the termination. Termination of this Agreement does not alter the Council's authority to recover grant funds on the basis of a later audit or other review, and does not alter the Grantee's obligation to return any grant funds due to the Council as a result of later audits or corrections. If the Council determines the Grantee has failed to comply with the terms and conditions of this Agreement and the applicable provisions of the Metropolitan Livable Communities Act,the Council may take any action to protect the Council's interests and may refuse to disburse additional grant funds and may require the Grantee to return all or part of the grant funds already disbursed. 4.03. Amendments and Extensions. The Council and the Grantee may amend this Agreement by mutual agreement. Amendments or extensions of this Agreement shall be effective only on the execution of written amendments signed by authorized representatives of the Council and the Grantee. If the Grantee needs additional time within which to complete grant-funded activities and commence the Project,the Grantee must submit to the Council AT LEAST NINETY (90) CALENDAR DAYS PRIOR TO THE EXPIRATION DATE,a resolution of the Grantee's governing body requesting the extension and a written extension request. THE EXPIRATION DATE MAY BE EXTENDED, BUT THE PERIOD OF ANY EXTENSION(S) SHALL NOT EXCEED TWO (2)YEARS BEYOND THE ORIGINAL EXPIRATION DATE IDENTIFIED AT PAGE 1 OF THIS AGREEMENT. Elevate Y►'jeer Page 9 of 12 rev_J2/6017 DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGRAM TRANSIT ORIENTED DEVELOPMENT (TOD) PROGRAM V. GENERAL PROVISIONS 5.01, Equal Opportunity. The Grantee agrees it will not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability,sexual orientation,or age and will take affirmative action to insure applicants and employees are treated equally with respect to all aspects of employment, rates of pay and other forms of compensation,and selection for training. 5.02, Conflict of tnterest. The members,officers,and employees of the Grantee shall comply with all applicable state statutory and regulatory conflict of interest laws and provisions. 5.03. Liability. Subject to the limitations provided in Minnesota Statutes chapter 466,to the fullest extent permitted by law, the Grantee shall defend, indemnify, and hold harmless the Council and its members, employees, and agents from and against all claims, damages, losses, and expenses, including but not limited to attorneys' fees, arising out of or resulting from the conduct or implementation of the Project activities funded by this Grant, except to the extent the claims, damages, losses, and expenses arise from the Council's own negligence. Claims included in this indemnification include, without limitation, any claims asserted pursuant to the Minnesota Environmental Response and Liability Act (.MERLA), Minnesota Statutes chapter 1 15B, the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) as amended, United States Code, title 42, sections 9601 et seq., and the federal Resource Conservation and Recovery Act of 1976 (RCRA) as amended, United States Code, title 42, sections 6901 et seq. This obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which otherwise would exist between the Council and the Grantee. The provisions of this Section shall survive the expiration or termination of this Agreement. This indemnification shall not be construed as a waiver on the part of either the Grantee or the Council of any immunities or limits on liability provided by Minnesota Statutes chapter 466, or other applicable state or federal law. 5,04. Acknowledgments and Signage. The Grantee will acknowledge the financial assistance provided by the Council in promotional materials, press releases,reports, and publications relating to the Project. The acknowledgment will contain the following or comparable language: Financingfor this project was provided by the Metropolitan Council Metropolitan Livable Communities Fund Until the Project is completed, the Grantee shall ensure the above acknowledgment language, or alternative language approved by the Council's authorized agent, is included on all signs (if any) located at Project or construction sites that identify Project funding partners or entities providing financial support for the Project. The acknowledgment and signage should refer to the"Metropolitan Council" (not"Met Council" or"Metro Council"). 5.05. Permits, Bonds, and Approvals. The Council assumes no responsibility for obtaining any applicable local, stale, or federal licenses, permits, bonds, authorizations, or approvals necessary to perform or complete the Project activities described or identified in Attachments A and B. The Elevate Project Page 10 of 12 rev. 12/02017 DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGRAM TRANSIT ORIENTED DEVELOPMENT (TOD) PROGRAM Grantee and its developer(s), if any, must comply with all applicable licensing, permitting, bonding, authorization, and approval requirements of federal, state, and local governmental and regulatory agencies, including conservation districts. 5.06. Sobgrantees,Contractors,and Subcontractors. The Grantee shall include in any subgrant, contract, or subcontract for Project activities appropriate provisions to ensure subgrantee, contractor, and subcontractor compliance with all applicable state and federal laws and this Agreement. Along with such provisions, the Grantee shall require that contractors and subcontractors performing work covered by this Grant comply with all applicable state and federal Occupational Safety and Health Act regulations. If the Project for which the grant funds were awarded includes affordable units, the Grantee's subgrant agreement(s)shall expressly include the affordability and affirmative fair housing marketing plan requirements of Sections 2.14 and 2.15. 5.07. Stormwater Discharge and Water Management Plan Requirements. If any grant funds are used for urban site redevelopment, the Grantee shall at such redevelopment site meet or require to be met all applicable requirements of: (a) Federal and state laws relating to stormwater discharges including, without limitation, any applicable requirements of Code of Federal Regulations, title 40, parts 122 and 123; and (b) The Council's 2040 Water Resources Policy Plan and the local water management plan fbr the jurisdiction within which the redevelopment site is located. 5.08. Authorized Agent. Payment request forms,written reports and correspondence submitted to the Council pursuant to this Agreement shall be directed to: Metropolitan Council Attn: LCA Grants Administration 390 Robert Street North Saint Paul, Minnesota 55101-1805 5.09. Authorization to Reproduce Images. The Grantee certifies that the Grantee: (a) is the owner of any renderings, images, perspectives, sections, diagrams, photographs, or other copyrightable materials (collectively,'copyrightable materials") that are in the Grantee's application or are submitted to the Council as part of the grant application review process or after grant award,or that the Grantee is fully authorized to grant permissions regarding the copyrightable materials; and (b) the copyrightable materials do not infringe upon the copyrights of others, The Grantee agrees the Council has a nonexclusive royalty-free license and all necessary permissions to reproduce and publish the copyrightable materials for noncommercial purposes, including but not limited to press releases,presentations,reports,and on the internet. The Grantee also agrees the Grantee will not hold the Council responsible for the unauthorized use of the copyrightable materials by third parties, 5.10. Non-Assignment. Minnesota Statutes section 473.253, subdivision 2 requires the Council to distribute grant funds to eligible "municipalities," metropolitan-area counties, or "development authorities" for projects in municipalities participating in the Local Housing Incentives Account program. Accordingly, this Agreement is not assignable and shall not be assigned by the Grantee. Eievare Project Page 11 of 12 rev.12/6/2017 DEMONSTRATION ACCOUNT DEVELOPMENT GRANT PROGRAM TRANSIT ORIENTED DEVELOPMENT (TOD) PROGRAM 5.11. Warranty of Legal Capacity. The individuals signing this Agreement on behalf of the Grantee and on behalf of the Council represent and warrant on the Grantee's and the Council's behalf respectively that the individuals are duly authorized to execute this Agreement on the Grantee's and the Council's behalf respectively and that this Agreement constitutes the Grantee's and the Council's valid, binding,and enforceable agreements. IN WITNESS WHEREOF,the Grantee and the Council have caused this Agreement to be executed by their duly authorized representatives. This Agreement is effective on the date of final execution by the Council. GRANTEE METROPOLITAN COUNCIL By: By: Beth Reetz, Director Title: Community Development Division Date: Date: _ By: Title: Date: Elevate Profed Page 12 of 12 rev 12l6/2017 ATTACHMENT A TOD PROJECT SUMMARY This attachment comprises this page and the succeeding page(s) which contain(s) a summary of the Project identified in the application for Livable Communities Demonstration Account TOD program grant funds submitted in response to the Council's notice of availability of Demonstration Account grant funds for the Funding Cycle identified at Page 1 of this Agreement. The summary reflects the proposed Project for which the Grantee was awarded grant funds by the Council Action, and may reflect changes in Project funding sources, changes in funding amounts, or minor changes in the proposed Project that occurred subsequent to application submission. The application is incorporated into this Agreement by reference and is made a part of this Agreement as follows: If the application or any provision of the application conflicts with or is inconsistent with the Council Action, other provisions of this Agreement, or the TOD Project Summary contained in this Attachment A, the terms,descriptions,and dollar amounts reflected in the Council Action or contained in this Agreement and the TOD Project Summary shall prevail. For the purposes of resolving conflicts or inconsistencies,the order of precedence is: (1) the Council Action; (2)this Agreement; (3)the TOD Project Summary; and (4)the grant application. Livable Communities Project Summary Grant# SG-08950 Type: LCDA-TOD Development Applicant: City of Eden Prairie Project Name: Elevate Project Location: Green Line Extension—Southwest Station Council District: District 3—Jennifer Munt Project Detail Project Overview Redevelopment is a new mixed-use development at the proposed Southwest Station on the Green Line Extension. The project is nestled in between the LRT line and the existing park and ride for Southwest Transit and includes market rate and affordable housing units along with approximately 13,000 square feet of ground floor commercial space.A prominent outdoor plaza is planned as well as connections to the regional trail system and enhanced pedestrian access from the development to the new LRT station. Jobs (FTEs) Temporary(construction): 210 Permanent: 35 Net tax capacity increase $624,635 Total housing units 222 Affordable units 45 @ 31-50%AMI; 8 @ 80%AMI Anticipated#bedrooms 187—Studio/1 BR; 30—2BR; 5—3+BR Est. total development cost $60,617,259 Est. private funds $51,117,259 Est. other public funds $8,755,000 TOD metrics Floor-area ratio: 2.63 Dwelling units per acre: 75 Distance to platform: 395 feet Residential parking ratio: 1.15 stalls/unit Comments/ • TOD design features include: active first floor uses, bike racks, efficient land Demonstration value use, improved area connections, onsite stormwater management, and public art. • Potential to catalyze additional TOD investment and increased density within the Southwest Station area. • Public plaza area and connection to regional trails is great amenity and well done on difficult site. • Project includes green roof and on-site grey water reuse. Funding Request $750,000 TOTAL $250,000 Site Acquisition $50,000 Site Preparation $15,000 Bike Racks $80,000 Placemaking $355,000 Stormwater Management ATTACHMENT B TOD PROJECT LOCATION(S) This attachment comprises this page and the succeeding page(s)which contain aerial photography or drawings that identify the specific location(s) within the Project boundaries for which the Grantee must use the grant funds. The attached photography or drawings also may identify the types of eligible activities for which the grant funds must be used at specific locations within the Project boundaries. LCAAerial TOD-LCR Project©evate @ Sotthwes:Stab on L South West Station LCATOD Qgibfe Station Area I Map I a 1493239434188 14, aii ik.`,..:1/1\11 • ..... ''.,. ascii sm... ..- -....- Ve: .1:':1 e", VI!' 1��fii, - - - r. 1 i ' 1-$1 . .111 r _rr. r i _... -. y f .'rail , 7.4 f_ '• 1 . 1 '43,t- . w.../...ipsi .,.0.,... • : . - nth t * r I. 4.1.4141641, .. ;ip..... , . it.L...., -. , . - ..it ,, . ql qr- -. lili '1111114 ti-- Milk: '- - L.=_ .w. '/Y!I rgam ♦. ACf!T3Li Et= .!1-L' [Rai_Q'�I L}R e.LzrrOr .n S LEft C—I ron:we, ` :.L•rz RM.-timer LLr_ECCYS. T 47.1t:•!ti =P7ge1 —AmzL EI T p.SRt U 0.01 0.02 0.44 0118 9.8846 Mks ❑T3551-. `41' Itr.,.irr ad4rq,msY f,.M.,1,! MR,e)h51;L;E LOAN AGREEMENT BETWEEN CITY OF EDEN PRAIRIE AND TP ELEVATE,LLC FOR THE METROPOLITAN COUNCIL LIVABLE COMMUNITIES DEMONSTRATION ACCOUNT- METROPOLITAN LIVABLE COMMUNITIES FUND- TRANSIT ORIENTED DEVELOPMENT PROGRAM (Elevate Project) THIS AGREEMENT, entered into as of this 16th day of January, 2018 by and between the CITY OF EDEN PRAIRIE, a Minnesota municipal corporation("City"),and TP ELEVATE,LLC, a Minnesota limited liability company("Borrower"). WHEREAS,Minnesota Statutes Section 473.251 creates the Metropolitan Livable Communities Fund, the uses of which Fund must be consistent with and promote the purposes of the Metropolitan Livable Communities Act; and WHEREAS,in cooperation with Borrower,the City has made application(the"Application")to and has been awarded funding in the amount of$750,000.00 from the Metropolitan Council("Council")under its Livable Communities Demonstration Account Transit Oriented Development Program(the"TOD Grant"); and WHEREAS,the City desires to lend proceeds of the TOD Grant in the amount of up to $750,000.00 (the"Loan")to Borrower,to assist Borrower with the development of a mixed-use development with 222 market rate and affordable housing units, approximately 13,000 square feet of ground floor commercial space, associated structured and surface parking, and outdoor public plaza(the"Development") on the real property described on Exhibit A(the"Site"); 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,it is agreed between the parties hereto that: 1. LOAN;USE OF PROCEEDS. A. Loan. The City agrees,on the terms and subject to the conditions set forth in this Agreement,to make the Loan to Borrower for the"Project"described in that certain Grant Agreement No. SG- 08950 between the City and the Council attached hereto as Exhibit B and incorporated herein (the"TOD Grant Agreement"). The obligation of Borrower to repay the Loan shall be evidenced by the promissory note attached hereto as Exhibit C and incorporated herein ("Promissory Note") and shall be secured by the mortgage attached hereto as Exhibit D and incorporated herein("Mortgage"). B. Use of Loan Proceeds. Eligible uses of the TOD Grant funds as approved by the Council(the "Project Activities") are identified in Exhibit F. Loan funds must be used for costs directly associated with the Project Activities for which the TOD Grant funds were awarded("Project Costs")and shall not be used for"soft costs" such as: administrative overhead; travel expenses; legal fees; insurance;bonds;permits, licenses, or authorization fees; costs associated with preparing grant proposals or applications; operating expenses;planning costs,including 1 comprehensive planning costs; and prorated lease and salary costs. TOD Grant funds may not be used for costs of activities that occurred prior to the Council's TOD Grant award. Notwithstanding anything herein to the contrary,Borrower understands and agrees that any reduction or termination of the TOD Grant may result in a like reduction or termination of the Loan, and that any change in the Project or Development activities must be approved in writing by the City and the Council. C. Early Repayment. The Promissory Note may be prepaid in whole or in part at any time without penalty. A prepayment shall first be applied against any accrued interest, and then against any outstanding and past due payments which are due and owing under this Agreement,and then the remaining portion of such prepayment shall be applied against the remaining outstanding and unpaid principal balance. D. Maintenance and Operation of the Project. As long as any portion of the Loan is still outstanding,Borrower shall maintain and operate the Project and use the Loan proceeds in compliance with the terms of this Agreement,the TOD Grant Agreement, and all applicable federal, state and local laws,regulations and ordinances,including but not limited to all environmental laws and regulations. E. Reversion of Non-Disbursed Proceeds. Any Loan proceeds not disbursed by City to Borrower on or before December 31,2020 shall revert to the City. Borrower acknowledges that such non- disbursed funds may further revert to the Council under the TOD Grant Agreement. 2. PERFORMANCE MONITORING. A. Borrower must comply with all requirements in the TOD Grant Agreement and submit any reporting information on the Project or the Development that is requested by the Council. Borrower will periodically report to the City on the expenditures of the Loan funds and the status of the Project Activities described in Exhibit F. Submission of properly completed payment request forms required under Section 7 hereunder and the answering of City inquiries as requested will constitute such periodic status reports. Notwithstanding the foregoing, Borrower must promptly inform the City in writing of any material changes to the Development for which the TOD Grant funds were awarded as well as any potential changes to TOD Grant- funded activities described in Exhibit F. Failure to inform the City of any material changes to the Development or changes to the Project will jeopardize the Borrower's and its affiliates' eligibility for future grant awards from the City. B. Borrower must also complete and submit to the City a grant activity closeout report in the form required by the Council, as updated from time to time. The closeout report form must be submitted within 110 days after(i) completion of the Project and the Development, or(ii)the expiration or termination of this Agreement,whichever occurs earlier. C. The reporting requirements of this Section 2 shall survive the termination or expiration of this Agreement. D. Borrower may reallocate up to twenty percent(20%)of the Loan proceeds among the grant- funded activities,provided: (a)the Loan proceeds may be used only for Project Activities for which the Council awarded the grant funds; (b)the reallocation does not significantly change the Project deliverables; and(c)Borrower receives written permission from City that the Council staff has approved such change prior to reallocating any Loan proceeds. Council staff may administratively approve budget reallocation requests that exceed twenty percent(20%)of 2 the Loan proceeds only if the reallocation does not significantly change the Project deliverables. Notwithstanding the aggregate or net effect of any variances,the City's obligation to provide funds under this Agreement shall not exceed the Loan amount. E. If the City finds that there has been a failure to comply with the provisions of this Agreement or that reasonable progress on the Development has not been or will not be fulfilled,the City may take action to protect its interests,including refusal to disburse additional funds and requiring the return of all or part of the funds already disbursed. If action to correct such substandard performance is not taken by Borrower within thirty(30)calendar days (or such longer period specified by the City)after being notified by the City,the City may terminate this Agreement. If this Agreement is terminated prior to the End Date(as defined below),Borrower shall receive payments on a pro rata basis for eligible Project Activities that have been completed prior to the termination. Termination does not alter the City's or Council's authority to recover Loan funds on the basis of a later audit or other review, and does not alter Borrower's obligation to return any Loan funds due to the City or Council as a result of later audits or corrections. Notwithstanding anything in this Agreement to the contrary, if for any reasons other than solely the City's negligence in managing the TOD Grant funds,the Council requires the City to repay any or all of the TOD Grant funds,Borrower unconditionally guarantees that it will repay whatever funds are required to be returned to the Council within thirty(30)days of written notification of the Council's requirement, and agrees to pay any and all expenses incurred by the City in enforcing this provision. Borrower hereby expressly and irrevocably waives all defenses in any action brought by the City to enforce this provision based on claims of waiver, release, surrender, alteration or compromise. This provision shall survive expiration or termination of this Agreement. 3. TIME OF PERFORMANCE. Borrower shall complete the Project and the Development on or before December 31,2020(the"End Date"). The City is not obligated to pay for any Project Costs incurred after the End Date or any earlier termination,whichever occurs first. Unless terminated pursuant to Section 2 hereof,this Agreement terminates on the End Date and all Loan funds not expended prior to that date shall revert to the Council. The City encourages Borrower to submit all Disbursement Requests well in advance of the End Date to avoid this possibility. 4. ACKNOWLEDGMENTS,REPRESENTATIONS,AND WARRANTIES. A. Acknowledgments. 1. Borrower acknowledges that the City, in order to obtain funds for part of the Borrower's activities in connection with the Project,has applied for the TOD Grant to the Council under the Council's Livable Communities Demonstration Account Transit Oriented Development Program, and that the City has entered into the TOD Grant Agreement with the Council, setting forth the terms, conditions,and requirements of the TOD Grant. Borrower further acknowledges that,in connection with the Application, Borrower has made certain written representations and written statements to the City concerning Borrower's activities relating to the Project. 2. In the event any provision of this Agreement relating to the Borrower's obligations hereunder is inconsistent with the provisions of the TOD Grant Agreement relating to the Borrower's activities thereunder,the provisions of the TOD Grant Agreement shall prevail. 3 3. Borrower acknowledges that nothing contained in the TOD Grant Agreement or this Agreement,nor any act of the Council or the City, shall be deemed or construed to create between the Council and Borrower(or, except as borrower and lender,between Borrower and the City) any relationship,including but not limited to that of third party beneficiary,principal and agent, limited or general partnership, or joint venture. As such,Borrower agrees to hold the Council harmless from any claim, demand, suit, action, or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, any events related to the Project or the Borrower's participation in this Loan,or Borrower's activities on the Site. B. Representations and Warranties. Borrower warrants and represents,in connection with the Loan and for the benefit of the Council and the City,that: 1. It is a Minnesota limited liability company,registered and in good standing under the laws of the State of Minnesota, and is authorized to enter into this Agreement and perform any of the acts required herein. 2. It has the legal authority and is duly authorized to operate the Project,to ensure the indebtedness of the Promissory Note and the obligations of this Agreement,to execute and deliver the Promissory Note,the Mortgage and this Agreement and it has taken all actions necessary and incident to its execution and delivery of the Promissory Note and this Agreement. 3. Its execution and delivery of the Promissory Note,the Mortgage and this Agreement, and its incurrence of the Promissory Note,the Mortgage and this Agreement, do not violate any provision of law or Borrower's limited liability company documents. 4. The Promissory Note,the Mortgage and this Agreement,have been duly and validly authorized, executed and delivered, and are the legal,valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, except to the extent the enforceability thereof may be limited by bankruptcy, insolvency or other law affecting creditor's rights, or the application of equitable principles generally. 5. It is not in violation of any provisions of its organizational documents or of the laws of local governments,the State of Minnesota or U.S. Government, and there are no actions, suits or proceedings pending,or to its knowledge threatened,before or by any judicial body or governmental authority, against or effecting it, and it is not in default with respect to any order,writ, injunction,decree, or demand of any court or any governmental authority which would impair its ability to enter into this Agreement or to perform any of the acts required of it in the Promissory Note,the Mortgage and this Agreement. 6. Neither the execution and delivery of the Promissory Note,the Mortgage and this Agreement,nor compliance with any of the terms,conditions,requirements or provisions contained herein or in such referenced documents,is prevented by,is a breach of, or will result in a breach of any term, condition or provision of any agreement or document to which it is now a party or by which it is bound. 7. It will maintain adequate capital for the proper operation and administration of its duties under this Agreement. 4 8. Representations, statements, and other matters provided by Borrower in writing relating to those activities of the Project to be completed by Borrower,which were contained in the Application,were true and complete in all material respects as of the date of submission to the City and such representations, statements, and other matters are true as of the date of this Agreement and there are no adverse material changes in the financial condition of the Borrower's business. 9. Borrower acknowledges that the Council,in selecting the City as recipient of the TOD Grant,relied in material part upon the assured completion of the Project and Development to be carried out by Borrower,and Borrower warrants that said Project and Development will be carried out as promised. 10. Borrower warrants that to the best of its knowledge,it is in the process of and/or has obtained all federal, state, and local governmental approvals,reviews, and permits required by law to be obtained in connection with the Project and has undertaken and completed all actions necessary for it to lawfully execute this Agreement as binding upon it. 11. Borrower warrants that it shall keep and maintain books,records, and other documents relating directly to the Project and Development, and that any duly authorized representative of the Council shall,at all reasonable times,have access to and the right to inspect,copy, audit, and examine all such books,records,and other documents of Borrower for six years after the expiration of this Agreement or until such time that the City and the Council have both determined that all issues,requirements,and close-out procedures relating to or arising out of the Loan have been settled and completed, whichever is later. 12. Borrower warrants that no transfer of any or all of the Loan proceeds by the City to Borrower shall be or be deemed an assignment of loan proceeds,and Borrower shall neither succeed to any rights,benefits,or advantages of the City under the TOD Grant Agreement,nor attain any right,privileges,authorities,or interest in or under the TOD Grant Agreement. 13. A Phase I Environmental Site Assessment or other environmental review has been or will be carried out, if such environmental assessment or review is appropriate for the scope and nature of Project Activities funded by the Loan, and that any environmental issues have been or will be adequately addressed. C. Affirmative Covenants. Borrower further warrants and agrees that: 1. It has sufficient funds to complete the purposes of the Project and Development and sufficient capacity to administer the Project and Development. 2. The Project and Development will be performed in full compliance with all applicable federal, state and local laws,regulations,rules and ordinances,which include but are not limited to all applicable environmental laws,regulations and rules. 3. Borrower agrees to submit reports required in Section 8 of this Agreement. 5 4. All affordable housing units acquired or developed with Loan proceeds made available under this Agreement will remain affordable for a minimum period of twenty-six(26) years. For purposes of this Section 4.C.4, "affordable housing unit"means a unit that is affordable to households at fifty percent(50%)or less of the Area Median Income ("AMI"), as established by HUD. The affordability requirements of this Section 4.C.4 shall survive the expiration or termination of this Agreement. 5. Borrower, and any and all subsequent owners of the Project and the Development, shall adopt and implement an affirmative fair housing marketing plan for all Project housing units(whether market rate or affordable). For purposes of this Section 4.C.5, "affirmative fair housing marketing plan"means an affirmative fair housing marketing plan that substantially conforms to affirmative fair housing marketing plans published by HUD. The affirmative fair housing marketing plan requirement under this Section 4.C.5 shall continue for the minimum affordability term specified in Section 4.C.4 and shall survive the expiration or termination of this Agreement. 6. Borrower's obligations under Section 4.C.4 and Section 4.C.5 of this Agreement are independent of Borrower's obligations under the Tax Increment Development Agreement by and between Borrower and the Housing and Redevelopment Authority of the City of Eden Prairie dated October 3,2017("TIF Development Agreement") and the Development Agreement by and between Borrower and the City dated October 3, 2017 ("Development Agreement"). Except as may be expressly stated in this Agreement,no term,condition,or provision of this Agreement shall modify any term, condition,or provision of the TIF Development Agreement or the Development Agreement. Except as may be expressly stated in this Agreement,no term, condition,or provision of the TIF Development Agreement or the Development Agreement shall modify any term, condition,or provision of this Agreement. 5. EVENTS OF DEFAULT;RIGHTS AND REMEDIES. A. Events of Default. Any one or more of the following events shall be deemed and shall constitute an"Event of Default": 1. The interest or principal due under the Promissory Note,or any other payments due and payable under this Agreement or any other document referred to herein,are not paid when due and such nonpayment is not remedied within ten(10)business days after written notice thereof to the Borrower by the City. 2. The Borrower is in breach of any of the requirements,terms, conditions, covenants or other agreements in the Promissory Note,this Agreement,the TIF Development Agreement,or the Development Agreement and remains in breach in any material respect for thirty(30)business days after written notice thereof to the Borrower by the City;provided,however,that if such breach shall reasonably be incapable of being cured within such thirty(30)business days after notice, and if the Borrower commences and diligently prosecutes the appropriate steps to cure such breach,no default shall exist so long as the Borrower is proceeding to cure such breach in reasonable period of time. 3. Any representation or warranty made by the Borrower in the Promissory Note or this Agreement,any other document referred to in such documents, or any financial statement, certificate, or report furnished pursuant to this Agreement, or any representation or warranty made in order to induce the City to close the Loan or 6 disburse the Loan proceeds,which proves to have been untrue in any material respect or materially misleading as of the time such representation or warranty was made. 4. Borrower shall make an assignment for the benefit of its creditors,or shall be dissolved, or shall commit an act of bankruptcy under the United States Bankruptcy Act(as now or hereafter amended), or shall admit in writing its inability to pay its debts as they become due,or shall file a petition in bankruptcy, or shall become or be adjudicated as bankrupt or insolvent,however defined, or shall file a petition seeking any reorganization, dissolution,liquidation, arrangement, composition,readjustment or similar relief under any present or future bankruptcy or insolvency statute, law or regulation, or shall file an answer admitting to or not contesting the material allegations of a petition filed against it in such proceedings, or shall not,within 60 days after the filing of such a petition against it,have the same dismissed or vacated, or shall seek or consent to or acquiesce in the appointment of any trustee,receiver or liquidator of a material part of its properties, or shall not,within 60 days after the appointment (without its consent or acquiescence)of a trustee,receiver or liquidator of any material part of its properties,have such appointment vacated. 5. A court of competent jurisdiction shall enter an order,judgment or decree approving a petition filed against Borrower seeking any reorganization,dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors,or any trustee,receiver or liquidator of such entity, shall be appointed without the consent or acquiescence of the Council or the City. 6. Borrower shall refuse to allow the City or Council, at any reasonable time and upon prior written notice,to inspect,audit, copy or abstract,any and all of its books,records, papers or other documents relevant to the Borrower's use of the Loan proceeds. 7. Borrower shall refuse to allow the Minnesota Legislative Auditor or the State Auditor for the State of Minnesota,at any reasonable time and upon prior written notice,to inspect,audit,copy or abstract,any and all books referred to in Section 12.B. 8. Borrower shall fail to provide annual reporting information as described herein, subject to the notice and cure provisions of Section 5.A.2 above. 9. Borrower sells, conveys,transfers, encumbers, or otherwise disposes of all or any part of the Site without the prior written approval of the Council and the City. 10. The Borrower merges or consolidates with any other entity without the prior written approval of the City. 11. There is a loss,theft, substantial damage, or destruction of all or any part of the Site that is not remedied to the City's satisfaction within sixty(60)business days after written notice thereof by the City to the Borrower. 12. The Borrower is in breach of the requirements of Section 8 of this Agreement. 13. The occurrence of any other act or event that is noncompliant under the Livable Communities Demonstration Account Transit Oriented Development Program. 7 B. Rights and Remedies.Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to the satisfaction of the City,the City may, at its option, exercise any and all of the following rights and remedies (as well as any other rights and remedies available to it): 1. The City may,by notice in writing to the Borrower,refrain from disbursing any of the Loan proceeds;provided,however,the City may make such disbursements after the occurrence of an Event of Default without thereby waiving its rights and remedies hereunder,or waiving its right to make any additional disbursements. 2. The City may,by written notice to the Borrower,declare immediately due and payable all principal and interest due under the Promissory Note,together with all other sums payable under the Promissory Note and this Agreement and the same shall thereupon be immediately due and payable without presentment or other demand,protest,notice of dishonor or any other notice of any kind, all of which are hereby expressly waived. 3. The City shall have the right,in addition to any other rights provided by law or equity, to enforce its rights and remedies under the Promissory Note and this Agreement. 4. The City shall have the right, in addition to any other rights provided by law or equity, to initiate litigation for the breach of any term, condition, covenant,requirement or provision contained in the Promissory Note and this Agreement, and to recover damages for such breach. 5. The City shall have the right, in addition to any other rights provided by law or equity, to foreclose the Mortgage, and thereafter take control and possession of the Site and all personal property located therein and thereon. 6. The City shall have the right, in addition to any other rights provided by law or equity, to apply to any court, state or federal,for specific performance of any term,condition, covenant,requirement or provision contained in the Promissory Note or this Agreement; for an injunction against any violation of any such term,condition, covenant,requirement and/or provision; or for such other relief as may be appropriate, since the injury to the City arising from a default under any of the terms,conditions, covenants requirements and/or provisions of the Promissory Note or this Agreement, would be irreparable and the amount of damage would be difficult to ascertain. C. Rights and Remedies Cumulative. The rights and remedies of the parties to this Agreement, whether provided by operation of law or by this Agreement, shall be cumulative, and the exercise by either party of any one or more of such remedies shall not be construed to preclude or waive its right to exercise, at the same or different times, any of the other such remedies for the same default or breach,or of any of its remedies for any other default or breach by the other party. D. Non-Waiver.No waiver made by either such party with respect to the performance,manner or time thereof, of any obligation of the other party or any condition to its own obligation under this Agreement or any document referred to herein, shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligation of the other party or condition to its own obligation beyond those expressly waived in writing and to the extent thereof, or a waiver in any respect in regard to any other rights of the party making the waiver or any other obligations of the other party. No delay or failure by either party to exercise any 8 right or remedy shall be a waiver of such right or remedy, and no single or partial exercise by either party of any right or remedy shall preclude other or further exercise thereof for the exercise of any other right or remedy at any other time. E. Collection. Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to the reasonable satisfaction of the City and Council,Borrower agrees to pay all costs and expenses of the City, including,but not limited to,reasonable attorney's fees,in the collection of any of the obligations or the enforcement of any of the City's rights. If any notice of sale,disposition or other intended action by the City is required by law to be given to Borrower, such notice shall be deemed reasonably and properly given if mailed to Borrower at the address specified in Section 9, or at such other address of Borrower as may be shown on the City's records, at least 15 days before such sale,disposition or other intended action. F. Immediately Due.Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to the reasonable satisfaction of the City and Council,the City shall have the right as its option and without demand or notice,to declare all or any part of the Loan immediately due and payable, and in addition to the rights and remedies granted hereby, the City shall have all of the rights and remedies available under the Uniform Commercial Code and any other applicable law. G. Assignment. If,prior to the End Date,without the prior written consent of the City,the Borrower sells, conveys,transfers, further mortgages or encumbers, or disposes of the Site, or any part thereof or interest therein, or enters into an agreement to do any of the foregoing,the Borrower shall immediately repay all amounts then outstanding on the Loan. This shall be in addition to any other remedies at law or equity available to the City. H. Appointment for Foreclosure. Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to the reasonable satisfaction of the City and Council,Borrower agrees that the City may appoint an individual or entity to handle the default proceedings. 6. CONDITIONS PRECEDENT TO DISBURSEMENT. The following requirements shall be conditions precedent to the City's disbursement of any of the proceeds of the Loan. A. Borrower shall have provided evidence satisfactory to the City showing that Borrower has title in fee simple and site control of the Site. B. Borrower shall have provided the City with evidence of compliance with the insurance requirements of Section 11.E herein. C. Borrower shall have provided evidence satisfactory to the City that Borrower has obtained financing sufficient for the construction of the Development when combined with cash resources deposited in escrow with a title insurance company or otherwise reasonably available and dedicated to the Development. D. Borrower shall have provided to the City such evidence of compliance with all of the provisions of this Agreement as the City may reasonably request. E. Borrower shall have duly executed the Promissory Note and delivered the same to the City. 9 F. No Event of Default hereunder or event which would constitute such an Event of Default but for the requirement that notice be given or that a period of grace or time elapse, shall have occurred and be continuing. G. Two hundred fifty thousand dollars($250,000.00)of the Loan funds,which have been allocated to site acquisition in section Q.2 of the Application,in Attachment A of the TOD Grant Agreement and in Exhibit F of this Agreement, shall not be disbursed prior to the date on which (1)the City issues a temporary certificate of occupancy to Borrower for the Development and the City accepts the Project Activities as complete; or(2)Borrower provides the City with an irrevocable, standby letter of credit in the form attached as Exhibit G("Letter of Credit")issued by a financial institution acceptable to the City in an amount of the lesser of$450,000.00 or one hundred fifty percent(150%) of the estimated cost, determined by the City,to complete all Project Activities that have not been completed as of the date the Letter of Credit is issued. 7. DISBURSEMENT. It is expressly agreed and understood that the total amount to be disbursed by the City under this Agreement will not exceed$750,000.00. The City will make disbursements no more often than monthly only upon receipt of a written disbursement request from Borrower acceptable to the City and the Council,which shall include the following: A. Completed and executed disbursement request form, attached hereto as Exhibit E(the "Disbursement Request Form"), and accompanied by itemized invoices from each provider to be paid or cost to be reimbursed,whether such costs are being reimbursed by the Loan funds or not,with specific reference to the eligible line item Project Activity. Include copies of all bids, proposals and change orders for all invoiced work items, including rate sheets and pricing where available if not previously submitted. The Council has produced a detailed list of eligible costs that can be found at: www.metrocouncil.org. The Disbursement Request Form shall include a cover letter addressed to the City certifying that to the best of Borrower's knowledge, Borrower expects to complete the Project and Development in a timely fashion and consistent with the Application and the TOD Grant Agreement or any amended Project and Development description approved in writing by the City and Council; and B. Completed Payment Request Summary Form, in form provided by the Council as updated from to time. If Borrower is receiving grants for Project Costs from more than one funding source or a local match must be provided,then a supplemental spreadsheet,to be provided by the City, must be completed and submitted with the disbursement request. Collectively,the foregoing shall be referred to as a"Disbursement Request." The City shall,upon its approval of a Disbursement Request, forward the Payment Request Summary Form and supporting invoices to the Council for approval. The Council is the final arbiter of what costs are eligible for reimbursement. Upon Council approval and disbursement of the approved amounts of TOD Grant funds,the City shall disburse the approved amount of Loan funds to Stewart Title Guaranty Company("Title"). The City's approval of a Disbursement Request is subject at all times to Title's verification,as set forth below. Title shall disburse the Loan funds in accordance with the terms and conditions of a disbursement agreement to which the City, Title, and Borrower are parties ("Disbursement Agreement"). As set forth more fully in the Disbursement Agreement,the Disbursement Agreement requires Title to,among other things,verify prior to any disbursement of funds that work described in a Disbursement Request has been completed and that partial and/or full lien waivers, lien releases or lien satisfactions,in the customary form, or bonds with respect to such liens have been supplied. Upon receipt of an approved Disbursement Request and sufficient funds to pay such Disbursement Request,Title shall determine whether all conditions and requirements set forth 10 in the Disbursement Agreement have been satisfied. Title shall promptly notify the City of any unsatisfied condition or requirement set forth in the Disbursement Agreement with respect to any Disbursement Request. Upon receipt of any such notice the City shall be entitled,but not obligated,to revoke its approval of such Disbursement Request. If the City does not revoke its approval of such Disbursement Request after receiving notice of any unsatisfied condition or requirement,then Title shall disburse the approved amount of Loan funds in accordance with the information provided in the Disbursement Request. If all conditions and requirements set forth in the Disbursement Agreement have been satisfied with respect to such Disbursement Request,then Title shall give notice to the City of Title's determination and shall disburse the approved amount of Loan funds in accordance with the information provided in the Disbursement Request. 8. PROGRESS REPORTING. Borrower shall provide to the City information for incorporation into the periodic progress reports, as required by the Council and as needed by the City,to monitor the Project for compliance with Council and City guidelines. This information must be provided until the project goals have been met or until the End Date,whichever is later. At the discretion of the Council or City additional reporting may be required. 9. NOTICES. Any notice, demand,or other communication under or concerning this Agreement by either party to the other shall be sufficiently given or delivered only if it is dispatched by registered or certified mail,postage prepaid,return receipt requested, or delivered personally: If to the City: City of Eden Prairie Department of Community Development Attn: Janet Jeremiah, Community Development Director 8080 Mitchell Road Eden Prairie,MN 55344 With a copy to: Gregerson, Rosow,Johnson&Nilan,Ltd. Attn: Richard F. Rosow,Esq. 100 South Washington Avenue, Suite 1550 Minneapolis,MN 55401 If to the Borrower: TP Elevate,LLC Attn: Ryan Sailer,Manager 8000 Norman Center Dr., Suite 830 Bloomington,MN 55437 With a copy to: Barna, Guzy& Steffen,Ltd. Attn: Thomas R. Wentzell,Esq. 200 Coon Rapids Boulevard Northwest, Suite 400 Coon Rapids,MN 55433 or at such other address with respect to any party as that party may, from time to time,designate in writing and forward to the others as provided in this Section 9. 10. STORMWATER DISCHARGE AND WATER MANAGEMENT PLAN REQUIREMENTS. Borrower shall meet all applicable requirements of: A. Federal and state laws relating to stormwater discharges including,without limitation, any applicable requirements of Code of Federal Regulations,title 40,parts 122 and 123; and 11 B. The Council's 2040 Water Resources Management Policy Plan and the local water management plan for the jurisdiction within which the Site is located. 11. GENERAL CONDITIONS. A. General Compliance. Borrower agrees to comply with all applicable federal, state and local laws and regulations governing the Project,Development and funds provided under this Agreement,including without limitation the federal Hazardous Waste Operations and Emergency Response Standards(29 C.F.R. 1910.120 and 29 C.F.R. 1926.65). B. Independent Contractor. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Borrower shall at all times remain an independent contractor with respect to the services to be performed under this Agreement. The City shall be exempt from payment of all unemployment compensation,FICA,retirement,life and/or medical insurance and workers' compensation insurance as Borrower is an independent contractor. C. Indemnification and Hold Harmless. Borrower shall hold harmless,defend and indemnify the City,the Council,and their respective governing body members, officers, agents, servants, and employees from any and all liability, claims, actions, suits,charges,damages,losses, costs, expenses,and judgments whatsoever, including reasonable attorney's fees,that arise directly or indirectly out of(i)the Borrower's,its contractors' or subcontractors' performance or nonperformance of the services or subject matter called for in this Agreement; (ii)the acquisition, construction, installation, ownership,maintenance,and operation of the Project; or (iii)the Borrower's,its contractors' or subcontractors' activities on the Site. This clause shall not be construed to bar any legal remedies Borrower may have for the City's or Council's failure to fulfill its obligations pursuant to this Agreement. Claims included in this indemnification include,without limitation,any claims asserted pursuant to the Minnesota Environmental Response and Liability Act(MERLA),Minnesota Statutes,Chapter 115B,the Federal Comprehensive Environmental Response,Compensation and Liability Act of 1980(CERCLA) as amended,United States Code,title 42, Sections 9601 et. seq., and the Federal Resource Conservation and Recovery Act of 1976(RCRA)as amended,United States Code,title 42, Sections 6901 et. seq. This indemnification shall not be construed as a waiver on the part of either the City or the Council of any immunities or limits on liability provided by Minnesota Statutes Chapter 466 or other applicable State or Federal law. D. Insurance. Borrower shall maintain(i)commercial general liability insurance from its contractor(s)performing the Project work in an amount not less than$2,000,000 per occurrence with aggregate coverage of$2,000,000 and which may be satisfied under a primary policy or by such primary policy in combination with the limits afforded by an umbrella or excess liability policy provided coverage is at least as broad in all material respects as that afforded by the underlying primary policy; (ii)automobile liability coverage in an amount not less than $1,000,000(combined single limit)for owned,hired and non-owned automobiles and both of the foregoing policies shall name the City and the Council as additional insureds; (iii)workers compensation insurance meeting statutory limits; and(iv) sufficient property insurance coverage to protect the Development from loss by fire and other hazards covered by the so- called"all-risk"form of policy in an amount reasonably acceptable to the City. Borrower shall provide certificates evidencing the foregoing insurance coverages to the City prior to commencement of the Project. Borrower shall immediately forward to the City any notices it receives of cancellation or revocation of the foregoing policies. 12 12. ADMINISTRATIVE REQUIREMENTS. A. Accounting Standards. Borrower agrees to maintain the necessary source documentation and enforce sufficient internal controls as dictated by generally accepted accounting practices to properly account for expenses incurred under this Agreement. B. Records. 1. Retention. Borrower shall retain all records pertinent to expenditures incurred under this Agreement until conclusion of the latest of(a) six(6)years after Borrower has completed the Development; or(b) six(6)years after Borrower has expended all proceeds of the Loan; or(c) six(6)years after the resolution of all audit findings. Records for nonexpendable property acquired with funds under this Agreement shall be retained for six(6)years after final disposition of such property. Records for any displaced person must be kept for six(6)years after he/she has received final payment. 2. Inspections. All Borrower records with respect to any matters covered by this Agreement shall be made available to the City,the Council,the Minnesota Legislative Auditor,the Minnesota State Auditor or their designees at any time during normal business hours, as often as the City or the Council reasonably deems necessary,to audit, examine,and make excerpts or transcripts of all relevant data. 3. Audits. For any calendar year in which Borrower spends in excess of$50,000 from City contracts,including this Agreement,Borrower shall have an annual financial compliance audit conducted. If requested,Borrower shall submit two copies of such audit report to the City. Any deficiencies noted in such audit reports or audit/monitoring reports issued by the City or its designees must be fully cleared by Borrower within a reasonable time period after a request has been received from the City. Failure of Borrower to comply with the provisions of this paragraph will constitute a violation of this Agreement and may result in the withholding of future payments or the requirement for Borrower to return all or part of the funds already disbursed. 4. Data Practices Act. Borrower shall comply with the Minnesota Government Data Practices Act, Chapter 13. 5. Close-Outs. The Borrower's obligation to the City shall not end until all close-out requirements are completed. Activities during this close-out period shall include,but are not limited to: making final payments, disposing of program assets(including the return of all unused materials, equipment,unspent cash advances,program income balances, and receivable accounts to the City), determining the custodianship of records, submission of the final report as required herein and resolving audit findings. C. Payments. The City will pay to Borrower funds available under this Agreement based upon information submitted by Borrower,consistent with any approved budget and City policy and/or procedures concerning payments, and subject to the Council's disbursement of funds to the City under the TOD Grant Agreement. In addition,the City reserves the right to liquidate funds available under this Agreement for costs incurred by the City on behalf of Borrower. 13 13. PERSONNEL AND PARTICIPANT CONDITIONS. A. Equal Employment Opportunity/Affirmative Action. Borrower agrees for itself and its successors and assigns,that during the term of this Agreement,Borrower will comply with all applicable federal, state and local laws,rules and regulations regarding equal employment opportunities,including nondiscrimination provisions contained in Chapter 181,Minnesota Statutes,the Americans with Disabilities Act of 1990 (as amended), Section 109 of the Housing and Community Development Act of 1974(as amended),the Age Discrimination Act of 1975 (as amended) and Executive Order 11246, as amended by Executive Order 12086. B. Conduct. 1. Assignability. Borrower shall not assign or transfer any interest in this Agreement (whether by assignment or novation)without the prior written consent of the City; provided,however,that claims for money due or to become due to Borrower from the City under this Agreement may be assigned to a bank,trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the City. 2. Subcontracts. (a) Monitoring. The City may monitor subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. (b) OSHA. Borrower shall require that contractors performing work being paid with the Loan funds be in compliance with all applicable OSHA regulations, especially the Federal Hazardous Waste Operations and Emergency Response Standards(29 C.F.R. 1910.120 and 29 C.F.R. 1926.65). 14. MISCELLANEOUS. A. Copyright. If this Agreement results in any copyrightable material,the author is free to copyright the work,but the City and/or Council reserves the right to royalty-free,nonexclusive and irrevocable license to reproduce,publish or otherwise use, and to authorize others to use, the work for government purposes. B. Religious Organization. Borrower agrees that funds provided under this Agreement will not be utilized for religious activities,to promote religious interests,or for the benefit of a religious organization. C. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,but all of which taken together shall constitute one and the same agreement. D. Acknowledgements. Borrower shall acknowledge the financial assistance provided by the City and Council in promotional materials,press releases,reports and publications relating to the Development. The acknowledgement should contain the following language: 14 Financing for this project was provided by the Metropolitan Council Metropolitan Livable Communities Fund and the City of Eden Prairie Until the Development is completed,Borrower shall ensure the above acknowledgement language,or alternative language approved by the City and Council's authorized agent,is included on all signs located at the Site that identify project funding partners or entities providing financial support for the Development. E. Financial Statements. For the term of the Loan,upon request of the City,the Borrower shall submit the most recent annual financial statement prepared in accordance with generally accepted accounting principles. The annual financial statements shall include a profit and loss statement,balance sheet, and statement of cash flow,notes and an opinion from the accountants of such statements acceptable to the City. F. Prevailing Wage. If the Borrower is awarded$500,000 or more of loan proceeds and the Loan is used for construction, installation(including equipment),remodeling and/or repairs,the Borrower shall fully and completely comply with all applicable prevailing wage requirements contained in Minn. Stat. § 116J.871 and § 177.42, subd. 6. The Borrower shall maintain or ensure access to all documentation necessary to establish that the required prevailing wage was paid and shall allow the City,the Commissioner of the Department of Labor and Industry and the Council reasonable access to such data. It is a misdemeanor for the Borrower who has certified that prevailing wages will be paid to laborers and mechanics to subsequently fail to pay the prevailing wage. Each day a violation of this subdivision continues is a separate offense. G. Surety Deposits Required for Construction Contracts. If the Loan is used for construction,and the Borrower is hiring, contracting,or having a contract with a nonresidential person or foreign corporation to perform construction work,the Borrower must comply with Minnesota Statutes 290.9705,as amended,by deducting and withholding eight percent(8%) of cumulative calendar year payments to the contractor which exceeds$50,000. This condition may be waived if(1) the contractor gives the commissioner a cash surety or a bond, secured by an insurance company licensed by Minnesota, conditioned that the contractor will comply with all applicable provisions of this chapter and chapter 297A,or(2)the contractor has done construction work in Minnesota at any time during the three calendar years prior to entering the contract and has fully complied with all provisions of this chapter and chapter 297A for the three prior years. H. Effect on Other Agreements. Nothing in this Agreement shall be construed to modify any term of any other agreement to which the City and the Borrower are parties. I. Modifications. This Agreement may be modified solely through written amendments hereto executed by the Borrower and the City and approved by the Council. J. Conflict of Interests; Representatives Not Individually Liable. No employee, officer or agent of the City shall participate in the administration of a contract supported by this loan if a conflict of interest,real or apparent,would be involved.No employee, officer or agent of the City may obtain a financial interest in any agreement with respect to the Loan.No employee,officer, or agent of the City shall be personally liable to the Borrower or any successor in interest in the event of any default or breach by the City or for any amount that may become due to the Borrower or on any obligation or term of this Agreement. To the best of the Borrower's knowledge,no member, officer, or employee of the City, or its officers, employees, designees, or agents,no consultant,member of the governing body of the City, and no other public official of the City,who exercises or has exercised any functions or responsibilities with respect to the 15 Project or Development during his or her tenure shall have any interest, direct or indirect,in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project or Development or in any activity, or benefit there from,which is part of the Project or Development. K. Binding Effect. The covenants and agreements in this Agreement shall bind and benefit the heirs, executors, administrators, successors,and assigns of the parties to this Agreement. L. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Site and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. M. Titles of Sections. Any titles of the several sections, subsections, and parts of this Agreement are inserted only for convenience of reference and shall be disregarded in construing or interpreting any of its provisions. N. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to its conflict of laws provisions. Any disputes,controversies, or claims arising out of this Agreement shall be heard in the State of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts,whether based on convenience or otherwise. O. Waiver. The failure or delay of any party to take any action or assert any right or remedy,or the partial exercise by any party of any right or remedy shall not be deemed to be a waiver of such action,right, or remedy if the circumstances creating such action,right, or remedy continue or repeat. P. Entire Agreement. This Agreement,with the exhibits hereto, constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements,representations, and understandings of the parties pertaining to the subject matter of this Agreement. Q. Separability. Wherever possible, each provision of this Agreement and each related document shall be interpreted so that it is valid under applicable law. If any provision of this Agreement or any related document is to any extent found invalid by a court or other governmental entity of competent jurisdiction,that provision shall be ineffective only to the extent of such invalidity,without invalidating the remainder of such provision or the remaining provisions of this Agreement or any other related document. R. Immunity. Nothing in this Agreement shall be construed as a waiver by the City of any immunities,defenses,or other limitations on liability to which the City is entitled by law, including but not limited to the maximum monetary limits on liability established by Minnesota Statutes Chapter 466. (Signature pages follow.) 16 (Signature page to Loan Agreement) IN FURTHERANCE WHEREOF,the parties have executed this Agreement as of the date first written above. CITY OF EDEN PRAIRIE By: Nancy Tyra-Lukens Its Mayor By: Rick Getschow Its City Manager (Signature page to Loan Agreement) TP ELEVATE,LLC Fed. I.D. # By: Robert L. Fransen, Chief Manager ACKNOWLEDGMENT OF TITLE Stewart Title Guaranty Company hereby acknowledges and accepts the obligations of"Title" under the Loan Agreement dated as of ,2018,between TP Elevate,LLC, a Minnesota limited liability company, and the City of Eden Prairie. IN FURTHERANCE WHEREOF,the undersigned has hereunto set its hand as of this day of 2018. STEWART TITLE GUARANTY COMPANY By Its EXHIBIT A PROPERTY DESCRIPTION Parcel 1: Legal Description Lots 1 &2, Block 1, Southwest Station 2nd Addition Legal Description After Final Plat Lot 1, Block 1,Elevate at Southwest Station AND Parcel 2: Right-of-way that is adjacent to Prairie Center Drive, Technology Drive, and the above-described Parcel 1. EXHIBIT B TOD GRANT AGREEMENT AND ATTACHMENTS (See attached.) EXHIBIT C PROMISSORY NOTE (See attached.) PROMISSORY NOTE $750,000.00 January 16, 2018 TP ELEVATE,LLC, a Minnesota limited liability company("Borrower"), for value received, hereby promises to pay to the City of Eden Prairie(the"City") or its assigns (the City and any assigns are hereinafter referred to as the"Lender"), at its designated principal office or such other place as the Lender may designate in writing,the principal sum of Seven Hundred Fifty Thousand and no/100 Dollars ($750,000.00)or so much thereof as may be advanced under this Note,with interest as hereinafter provided,in any coin or currency which at the time or times of payment is legal tender for the payment of private debts in the United States of America. 1. This Note is given pursuant to the Loan Agreement between the Borrower and the Lender of even date herewith(the"Loan Agreement")evidencing the terms of the loan evidenced by this Note. 2. This Note shall bear interest at zero percent(0.0%). 3. This Note shall become due and payable on December 31,2060,or upon such earlier date as Lender may determine after the occurrence of an Event of Default, as provided in the Loan Agreement. 4. The Borrower shall have the right to prepay the principal of this Note,in whole or in part, without prepayment penalty. 5. So long as the Secretary of Housing and Urban Development or his/her successors or assigns,are the insurers or holders of the first mortgage on Elevate at SW Station,Project No. 092-35825, payment(s) due under this Note, any secondary debt instruments shall be payable from up to 75%of available surplus cash.Non-project sources that are outside the Mortgaged Property may also be used to repay subordinate financing. The term surplus cash is defined in the Regulatory Agreement dated 1,2018 between HUD and TP Elevate,LLC. The restriction on payment(s)imposed by this paragraph shall not excuse any default caused by the failure of the maker to pay the indebtedness evidenced by this Note. 6. All of the agreements,conditions,covenants,provisions, and stipulations contained in the Loan Agreement,or any instrument securing this Note, are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. It is agreed that time is of the essence of this Note. If a default occurs under the Loan Agreement, or any instrument securing this Note,and remains uncured after any applicable notice and cure period,then the Lender of this Note may at its right and option,without notice, declare immediately due and payable the principal balance of this Note,together with any costs of collection including attorney fees incurred by the Lender of this Note in collecting or enforcing payment hereof,whether suit be brought or not, and all other sums due hereunder, or under any instrument securing this Note. The Borrower agrees that the Lender of this Note may, without notice to the Borrower of this Note and without affecting the liability of the Borrower of this Note, accept additional or substitute security for this Note, or release any security or any party liable for this Note or extend or renew this Note. 7. The remedies of the Lender of this Note as provided herein, and in the Loan Agreement, or any other instrument securing this Note, shall be cumulative and concurrent and may be pursued singly, successively, or together, and, at the sole discretion of the Lender of this Note,may be exercised as often as occasion therefore shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. 8. The Lender of this Note shall not be deemed,by any act of omission or commission,to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Lender of this Note and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Note may not be amended,modified, or changed except only by an instrument in writing signed by the party against whom enforcement of any such amendment, modifications, or change is sought. 9. This Note shall be governed by and construed in accordance with the laws of the state of Minnesota without regard to its conflict of laws provisions. Any disputes,controversies, or claims arising out of this Note shall be heard in the state or federal courts of Minnesota,and all parties to this Note waive any objection to the jurisdiction of these courts,whether based on convenience or otherwise. 10. The headings used in this Note are solely for convenience of reference, are no part of this Note,and are not to be considered in construing or interpreting this Note. 11. This Note,with the Loan Agreement,constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous Notes,representations,and understandings of the parties pertaining to the subject matter of this Note. 12. Wherever possible, each provision of this Note and each related document shall be interpreted so that it is valid under applicable law. If any provision of this Note or any related document is to any extent found invalid by a court or other governmental entity of competent jurisdiction,that provision shall be ineffective only to the extent of such invalidity,without invalidating the remainder of such provision or the remaining provisions of this Note or any other related document. 13. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things required to exist,happen, and be performed precedent to or in the issuance of this Note do exist,have happened, and have been performed in regular and due form as required by law. IN WITNESS WHEREOF,the Borrower has caused this Note to be duly executed as of the day of ,2018. TP ELEVATE,LLC, a Minnesota limited liability company By Its By Its EXHIBIT D MORTGAGE (See attached.) (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 City of Eden Prairie,Minnesota as mortgagee("Lender").In consideration of the receipt of Seven Hundred Fifty Thousand Dollars($750,000.00)(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 December 31,2060; (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 ,2018,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 , 2018,by ,the of TP Elevate,LLC, a Minnesota limited liability company, on behalf of the company. Notary Public EXHIBIT E DISBURSEMENT REQUEST FORM (See attached.) EXHIBIT F PROJECT ACTIVITIES Use Description Loan Funds Stormwater Management: Green Plantings on two separate roofs S98,000.00 Green Roof Stormwater Management: Rainwater Cistern located with garage that $57,000.00 Other will collect rainwater which will be used for landscaping irrigation Stormwater Management: Permeable Pavers and tree trenches with the $165,000.00 Landscaping (Integral liner and drain tile to Management System) Stormwater Management: 140' liner to protect building from LRT $35,000.00 Other stormwater infiltration Placemaking Spaces: Bench seating and seat walls $30,000.00 Seating/Furnishings Placemaking Spaces: Wayfinding bollard lights $5,000.00 Lighting Placemaking Spaces: Wayfinding: Colored concrete crosswalk S 14,700.00 Sidewalks/Paths to LRT Station Placemaking Spaces: Grass, plantings $30,300.00 Landscaping Bike Racks, Storage, publicly accessible bike racks $15,000.00 Fix-it Stations; Publicly accessible @ mixed-use projects Site Preparation: Assist in a portion of the demolition costs to $50,000.00 Demolition demolish the existing,but currently vacant Anchor Bank and Ruby Tuesday buildings Site Acquisition Assist with the site acquisition of land for $250,000.00 PRIOR to award for the affordable portion of the Project affordable housing EXHIBIT G LETTER OF CREDIT (See attached.) STANDBY IRREVOCABLE LETTER OF CREDIT Credit No. Date: ,20 TO: City of Eden Prairie By order of our client, Robert Fransen and Ryan Sailer(collectively, the "Borrower"), we hereby issue our standby irrevocable Letter of Credit for the account of the Borrower for an amount or amounts not to exceed in the aggregate U.S. Dollars $ , _ ( and /100 U.S. Dollars) effective immediately and expiring on , 20_ relative to Borrower's performance by TP Elevate, LLC, a Minnesota limited liability company("Borrower") under that certain contract entitled Loan Agreement dated January , 2018, by and between the City of Eden Prairie,a Minnesota municipal corporation,and Borrower. Funds under this Letter of Credit are available against your sight draft(s) on us, for all or part of this Letter of Credit, mentioning thereon our Credit No. dated , 20 . Each such draft must be accompanied by your signed written statement to the effect that Borrower has failed to comply with the terms and conditions of the above mentioned contract. [Issuer] has no obligation to (1) inquire into the correctness of any such herein signed Statement of Default, or (2) see to that proper application or use by the City of Eden Prairie of any payment by [Issuer] to it under such Statement of Default. Presentation will also be deemed made upon our receipt of your telecopier transmission to us at ( )_- of a facsimile of the appropriate sight draft and written statement completed and signed, together with your telephone advice to us at ( ) - , or such other number as we shall specify to you in writing of your sending the above-described telecopier transmission. Failure to make the telephone advice will not impair the validity of the presentation. If presentations are made by facsimile the original documents are not required. In the event that at least thirty(30) days prior to the expiry date listed above, this Letter of Credit is not extended for a period of at least one year or has not been replaced with a substitute Letter of Credit acceptable to you, this Letter of Credit is also payable to you upon presentation to us of your written statement mentioning thereon our Letter of Credit No. and stating "Letter of Credit No. has not been extended for a period of at least one year from the present expiration date and has not been replaced with a substitute Letter of Credit acceptable to us." This letter of credit shall automatically extend for two (2) successive one-year terms unless at least forty-five days prior to the next annual extension date of of such year, we deliver written notice by registered mail or overnight courier to the City that we intend not to extend the letter of credit for any additional period. If such notice is delivered and the letter of credit has not been replaced with a substitute letter of credit acceptable to you by the date of said notice, this letter of credit is also payable to you upon presentation to us of your written statement mentioning thereon our Letter of Credit No. and stating "Notice of Modification, Cancellation or Non-Extension of Letter of Credit No. has been received and the letter of credit has not been replaced with a substitute letter of credit acceptable to us." If we receive your sight draft(s) and statement(s) as mentioned above, here at our address , on or before the expiry date of this Letter of Credit, we will promptly honor the same. If an interruption of our business occurred as a result of an Act of God, riots, civil commotion, insurrections,wars or any other causes beyond our control, as described in Article 36 of the Uniform Customs and Practices for Documentary Credits, UCP600 2007 which prevented us from accepting and/or paying you on this Letter of Credit, we undertake upon resumption of our business to accept drafts and pay on this Letter of Credit provided your draft is presented prior or during our business interruption or no later than ten(10)days following resumption of our business. This Credit is subject to the Uniform Customs and Practices for Documentary Credits, UCP600 2007. Very Truly Yours, [ISSUER] By: Its: ELEVATE AT SOUTHWEST STATION MASTER DISBURSEMENT AGREEMENT THIS MASTER DISBURSEMENT AGREEMENT ("Agreement"), made and entered into as of the sc day of January, 2018, by and among TP ELEVATE, LLC, a Minnesota limited liability company, with its offices located at 8000 Norman Center Drive, Suite 830, Bloomington, Minnesota 55437 ("Borrower"); JONES LANG LASALLE MULTIFAMILY, LLC, a Delaware limited liability company, with its offices located at 2177 Youngman Avenue, St. Paul, Minnesota 55116 ("JLL"); CITY OF EDEN PRAIRIE, a Minnesota municipal corporation, with offices located at c/o Department of Community Development, 8080 Mitchell Road, Eden Prairie, Minnesota, 55344 ("City"); and STEWART TITLE COMPANY, a with its offices located at 333 South Seventh Street, Suite 2420, Minneapolis, Minnesota, 55402 (the "Title Company"). RECITALS: A. Borrower is developing a mixed-use residential and retail facility, including two hundred twenty-two (222) units of multifamily housing, known as Elevate at Southwest Station (the "Project") on the real property located at 12900 & 12950 Technology Drive, Eden Prairie, Minnesota 55344 (the "Premises"). B. Borrower and JLL have entered into a Building Loan Agreement of even date herewith (as amended, the "JLL Loan Agreement") for financing in the total amount of and 00/100 Dollars ($ ) ("JLL Loan") for construction of the Project on the Premises, which Loan is being insured by the Federal Housing Administration (the "FHA") of the United States Department of Housing and Urban Development ("HUD") under Section 221(d)(4) of the National Housing Act of 1934, as amended (the "Act") pursuant to the Commitment for Insurance of Advances dated , FHA Project No. 092-35825, as amended (the "FHA Commitment"). "JLL Loan Funds"means proceeds of the JLL Loan. C. As evidence of the JLL Loan, Borrower is executing and delivering to JLL its Note dated of even date herewith in the original principal amount of the JLL Loan (the "JLL Note"), and is executing and delivering to JLL its Multifamily Mortgage, Assignment of Leases and Rents and Security Agreement (the "JLL Mortgage") dated as of 1, 2018, and certain other loan and security documents (collectively with the JLL Note and JLL Mortgage, the "JLL Loan Documents"). D. For the Premises acquisition and during the course of construction and upon completion of the Project, Borrower will provide a total of and No/100 Dollars ($ ) of equity funds ("Borrower Equity Funds") to cover additional costs of acquiring and constructing the Project. E. Pursuant to the JLL Loan Agreement and this Agreement, JLL will deposit with the Title Company the JLL Loan Funds from time to time as requested by the Title Company. Borrower and JLL have requested the Title Company to supervise the disbursement of the JLL Loan Funds in accordance with the terms of this Agreement. 1 F. The Title Company has issued a Commitment for a 2006 ALTA Mortgagee's title insurance policy insuring the JLL Mortgage in the amount of the JLL Loan which is identified as the Title Company's File No. 01040-21792. G. City has been awarded certain funds in the amount of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) from the Metropolitan Council under its Livable Communities Demonstration Account Transit Oriented Development Program (the "TOD Grant Funds"), and City wishes to loan the TOD Grant Funds to Borrower pursuant to the terms of that certain Loan Agreement between City of Eden Prairie and TP Elevate, LLC for the Metropolitan Council Livable Communities Demonstration Account-Metropolitan Livable Communities Fund-Transit Oriented Development Program (Elevate Project), which loan will be in the original principal amount of Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) (the "City TOD Loan Funds"), and which City TOD Loan will be evidenced by a Promissory Note and secured by a Mortgage. The City will, from time to time, deposit City TOD Loan funds ("City TOD Loan Funds") with the Title Company. The Borrower and City have requested the Title Company to supervise the disbursement of City TOD Loan Funds. All documents executed and delivered in connection with the City TOD Loan Funds shall be referred to herein as the "City TOD Loan Documents". H. Borrower and the County of Hennepin, Minnesota ("Hennepin County") have entered into that certain Loan Agreement, dated as of , 2018, pursuant to the HOME Investment Partnerships Act and Regulations (the "HOME Loan Agreement") and certain other loan and security documents (collectively with the HOME Loan Agreement, the "HOME Loan Documents"), covering the use of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) ("HOME Loan Funds") for the construction of the Project. Pursuant to this Agreement, Hennepin County will deposit with the Title Company the HOME Loan Funds from time to time. Borrower and the Hennepin County have requested the Title Company to supervise the disbursement of the HOME Loan Funds hereunder. I. Borrower and the Hennepin County Housing and Redevelopment Authority ("County HRA") have entered into that certain Loan Agreement, dated as of , 2018, pursuant to the Transit Oriented Development Program (the "County HRA Loan Agreement") and certain other loan and security documents (collectively, with the County HRA Loan Agreement, the "County HRA Loan Documents"), covering the use of Three Hundred Thousand and No/100 Dollars ($300,000.00) ("County HRA Loan Funds") for the construction of the Project. Pursuant to this Agreement, County HRA will deposit with the Title Company the County HRA Loan Funds from time to time. Borrower and the County HRA have requested the Title Company to supervise the disbursement of the County HRA Loan Funds hereunder. J. Borrower and the Housing and Redevelopment Authority of the City of Eden Prairie, Minnesota ("City HRA") have entered into that certain Amended and Restated Tax Increment Development Agreement, dated as of , 2018 ("City HRA TIF Agreement") and the Borrower has executed a certain TIF Repayment Promissory Note and Pooled TIF Mortgage (collectively, with the City HRA TIF Agreement, the "City HRA Loan Documents"), covering the use of Five Hundred Thousand and No/100 Dollars ($500,000.00) of certain pooled TIF funds maintained by the City HRA("City HRA Loan Funds") for the construction of the Project. Pursuant to this Agreement, City HRA will deposit with the Title 2 Company the City HRA Loan Funds from time to time. Borrower and the City HRA have requested the Title Company to supervise the disbursement of the City HRA Loan Funds hereunder. K. The JLL Loan Funds, the City TOD Loan Funds, the HOME Loan Funds, the County HRA Loan Funds, the City HRA Loan Funds, and the Borrower Equity Funds are collectively herein referred to as the "Project Funds". L. Due to the several sources of Project Funds and the interdependent relationship between the sources of the Project Funds, Borrower, JLL, City, Hennepin County, County HRA, and City HRA have determined that it would be mutually beneficial for the Project Funds to be disbursed through the Title Company pursuant to this Agreement and the Title Company has agreed hereunder to facilitate and manage the disbursement of the Project Funds hereunder. M. Capitalized words not otherwise defined in this Agreement shall have the same meaning as in the JLL Loan Agreement. JLL, City, Hennepin County, County HRA, City HRA, and Borrower are collectively herein referred to as the "Project Funds Providers" and each singularly as a"Project Funds Provider". N. Hennepin County, County HRA, and City HRA will deliver all of their respective funds at the closing of the JLL Loan on the date hereof. JLL and City will disburse their respective funds from time to time pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the purchase of the title insurance, of JLL's agreement to advance funds under the JLL Loan Agreement, of City's agreement to advance funds under the City TOD Loan Documents, of the Borrower's agreement to deposit the Borrower Equity Funds, and of the mutual covenants and agreements hereinafter set forth, it is agreed by and between the parties hereto as follows: I. ARTICLE I REPRESENTATIONS AND AGREEMENTS OF BORROWER Section 1.1. Prior to the initial disbursement of any Project Funds, Borrower shall submit to JLL and Title Company: (a) A Contractor's and Mortgagor's Cost Breakdown sworn to by Borrower and the Contractor for the Project ("Project Cost Statement") itemizing all costs to be incurred in constructing the Project("Project Costs"). (b) If requested by any JLL or the Title Company, the Construction Contract dated of even date herewith ("Construction Contract") with Frana Companies Inc (the "Contractor") and a copy of any contract with any sub-contractors in excess of$100,000.00 in effect as of the date of such request. (c) All items required by the JLL Loan Agreement. 3 Section 1.2. Prior to the initial disbursement of JLL Loan Funds, the Title Company shall issue to JLL at Borrower's expense the Title Company's 2006 ALTA Loan Policy in form and substance satisfactory to JLL and HUD (including any endorsements thereto required by JLL and/or HUD) insuring that Borrower is the owner in fee simple of the Premises and insuring JLL and Secretary of Housing and Urban Development of Washington, D.C., as the insured Mortgagee of the Premises in the amount of$ , free and clear of standard printed title exceptions, including encroachments, overlaps, boundary line disputes and other matters that would be disclosed by an accurate survey, state of facts that exist after the date of the commitment for title insurance as furnished to JLL, easements or claims of easements not disclosed by the public records, rights or claims of parties in possession not shown by the public records, any lien or right to a lien for services, labor or material heretofore or hereafter furnished, whether shown by the public records or otherwise and taxes and special assessments not shown as existing liens by the public records, and subject only to such exceptions to title as are approved by JLL and HUD. The title policy must be extended so as to cover each and every advance of the JLL Loan at the time of payment thereof and shall show no mechanic's or materialmen's liens against the Premises. Therefore, for all disbursements after the initial disbursement, lien waivers shall be provided for the previous Funding Notice and Application for Payment. NO EXCEPTION MAY EXIST FOR MECHANICS OR MATERIALMEN'S LIENS OCCURRING IN CONNECTION WITH THE CONSTRUCTION OF THE PROJECT. Accordingly, no disbursement shall be made hereunder if any mechanic's lien has been filed unless Borrower provides the Title Company with funds adequate to allow the Title Company to insure over such mechanic's lien. Section 1.3. At the time of the final disbursement of Project Funds, the Title Company will issue to JLL and Secretary of Housing and Urban Development of Washington, D.C., as the insured Mortgagee of the Premises, a "down date" endorsement or a replacement ALTA loan policy in the exact same form as the original policy insuring the entire JLL loan amount of $ and the title to the Premises as of the date of the final disbursement. Such endorsement or replacement title policy will comply with all other requirements as set forth in the preceding paragraph. Section 1.4. Borrower will keep the Title Company and JLL advised at all times of(i) the names of all contractors and professional service providers, (ii) the type of work or material and the amount covered by each of their respective contracts with Borrower, and (iii) any changes in the Project Costs and shall furnish any amendments to the above statements necessary to the above occasioned by changes in the improvements or Project Costs approved pursuant to the JLL Loan Agreement. It is understood that only contractors and professional service providers whose names and contract descriptions have been furnished to the Title Company shall be entitled to receive Project Funds under this Agreement. Section 1.5. Borrower shall provide such evidence and/or documents to the Title Company as shall be sufficient to secure from the Title Company priority insurance over all possible mechanic's lien claims, despite the fact that construction of the Project may have commenced prior to the recording of the JLL Mortgage. 4 Section 1.6. With each Owner's Sworn Statement and Application for Payment, the Borrower shall provide the following additional documentation to JLL (and to City when City TOD Loan Funds are to be disbursed): (a) Copies (with originals being provided to the Title Company) of acknowledgments of payment and waivers of Mechanic's Liens and Materialman's Liens executed by all contractors, subcontractors and workmen and materialmen for all work done and all materials furnished to the Project and included in the previous Funding Notice and Application for Payment, and concurrently with the final Funding Notice and Application for Payment. Such acknowledgments and releases shall be in the form required by local lien laws and shall cover all work done, labor performed and materials (including equipment and fixtures) furnished for the Project. (b) Such other supporting evidence, including invoices and receipts as may be requested by JLL, HUD or the Title Company to substantiate all payments which are to be made pursuant to the Borrower's Sworn Statement and Application for Payment or to substantiate all payments then made in respect to the Project. (c) Certifications from Borrower and contractors, in form approved by HUD, that all laborers and mechanics employed in the construction of the Project whose work is covered by that or any application for payment and who have been paid in whole or in part on account of said employment, have been paid at rates not less than the said prevailing wage rate. (d) Such other documents as may be reasonably required by the Title Company or any Project Funds Provider. (e) With the final Application for Payment, certifications from Borrower, in form satisfactory to HUD, that the Project has been fully constructed in accordance with the provisions of the JLL Loan Agreement and that all laborers and mechanics employed in the construction of the completed Project have been paid not less than the said prevailing wage rates. HUD's prevailing wage determination shall be construed to include every amendment to or modification of the determination which may be made prior to the beginning of construction. (f) If at any time during the course of construction, the total of the unpaid disclosed "Cost of Construction" and "Soft Cost" as indicated by the column totals on the Owner's Sworn Statement exceeds the amount of the undisbursed Project Funds, Title Company shall not make further disbursements under the terms of this Agreement until the Borrower has deposited with Title Company the sum necessary to make the available undisbursed Project Funds equal to the unpaid disclosed "Cost of Construction" and "Soft Cost" as shown on such Owner's Sworn Statement, or unless specifically directed to do so by JLL. Section 1.7. Borrower may obtain a disbursement of JLL Loan Funds and City TOD Loan Funds only for Project Costs, in each case approved by JLL and/or HUD (and City, when City TOD Loan Funds are requested) (a) incorporated in the Project, and (b) if approved by JLL and/or HUD, the purchase price of all uninstalled materials to be incorporated in the construction 5 of the Project and stored on the Premises or elsewhere, with the written consent of JLL and in a manner acceptable to JLL and/or HUD and for which title rests in Borrower free and clear of liens and claims. Applications for Payment with respect to construction items shall be for amounts equal to (i) the total value or classes of the work acceptably completed, plus (ii) the value of materials and equipment not incorporated in the work, but delivered to and suitably stored at the site, less (iii) five percent (5%) holdback and less prior advances. The "values" of both (i) and (ii) shall be computed in accordance with the amounts assigned to classes of the work in the "Contractor's and/or Mortgagor's Cost Breakdown". Section 1.8. Borrower agrees that should any disbursement of JLL Loan Funds hereunder be ineligible for insurance under the National Housing Act by reason of (i) the nonpayment of the said prevailing wage rates, or (ii) violation of any of the applicable labor standards provisions of the regulations of the United States Secretary of Labor, JLL may withhold from Borrower all payments or disbursements payable to Borrower hereunder until Borrower establishes to the satisfaction of HUD that all laborers and mechanics or other persons employed in the construction of the Project have been paid said prevailing wage rates and that such violation of said labor standards provisions no longer exists. The written statement of any officer of FHA or authorized agent of HUD declining to insure any advance of funds under JLL Loan Agreement by reason of such nonpayment or violation shall be deemed conclusive proof that such advances are ineligible for mortgage insurance. Section 1.9. JLL and Borrower agree that the JLL Loan Funds shall be reduced by any amount required by the Agreement and Certification among Borrower, JLL and Contractor. Section 1.10. JLL shall be a third party beneficiary of all rights of Borrower under all other sources of Project Funds, and the documents governing the same, and shall have the rights to enforce Borrower's rights thereunder. As collateral for the JLL Loan, Borrower grants to JLL security interests in all of its rights, title and interest in and under all documents governing the other sources of Project Funds, and hereby appoints JLL as its attorney-in-fact, coupled with an interest to enforce all such rights, title and interest therein following the occurrence and during the continuance of a default by Borrower under the JLL Loan Documents. However, JLL does not guaranty performance of any obligations under the documents governing any other source of Project Funds and shall not have any obligations thereunder and shall not be responsible for payments thereunder or performance of the provisions thereof. Section 1.11. Borrower may not waive, modify or terminate any rights, obligations, terms or conditions under the documents governing any other source of Project Funds without JLL's prior written consent,which consent shall not be unreasonably withheld, conditioned or delayed. ARTICLE II GENERAL DISBURSEMENT REQUIREMENTS Section 2.1. Whenever Borrower desires to obtain a monthly advance of Project Funds, Borrower shall submit to JLL and the Title Company (and City when City TOD Loan Funds are 6 requested), a signed owner's sworn statement ("Owner's Sworn Statement") approved by JLL (and City when City TOD Loan Funds are requested) and presented to the Title Company, which shall (a) identify the total sources of Project Funds and specific uses of Project Funds, for the entire Project, the specific draw and the aggregate of all draws to date. Section 2.2. With each delivery of an Owner's Sworn Statement or an Application for Payment by Borrower, Borrower represents and warrants to the Project Funds Providers that (i) there are no defaults or events which with the passage of time, would constitute a default under the JLL Loan Documents, the City TOD Loan Documents, or any documents executed and delivered in connection with any source of Project Funds, and (ii) that all conditions precedent to the disbursement of the JLL Loan or other source of Project Funds, which are required to be satisfied on or prior to the date hereof, have been satisfied. Section 2.3. The use of all sources of Project Funds in connection with the Project shall be governed by the agreements and certificates entered into or delivered in connection with the same. Section 2.4. The following sources of funds shall be made available and used to acquire and construct the Project. (a) JLL Loan Funds $ (b) HOME Loan Funds $250,000.00 (c) County HRA Loan Funds $300,000.00 (d) City HRA Loan Funds $500,000.00 (e) Borrower Equity funds $ (f) City TOD Loan Funds $750,000.00 Section 2.5. Funds for the Initial Draw in the total amount of $ shall be provided to Title Company as follows: SOURCES OF FUNDS AMOUNT (a) JLL Loan Funds $ (b) HOME Loan Funds $250,000.00 (c) County HRA Loan Funds $300,000.00 (d) City HRA Loan Funds $500,000.00 (e) Borrower Equity Funds $ 7 Section 2.6. After the initial draw, and at such time as each Owner's Sworn Statement and Application for Payment has been approved as provided in this Agreement, remaining Project Funds shall be disbursed from the following sources of funds as follows: (i) JLL Loan Funds; and (ii) Second, City TOD Loan Funds. Section 2.7. No party other than the Borrower shall have any rights under the JLL Loan Documents. Section 2.8. With respect to any proposed draw of Project Funds, prior to submitting the Application for Payment to JLL, Borrower shall submit to the applicable Project Funds Provider the requested amount of applicable Project Funds for its next disbursement on such draw forms as may be required by the applicable Project Funds Provider. If the applicable Project Funds Provider has not approved of such amount or provided comments to Borrower and JLL within ten (10) days of Borrower's request, the request shall be deemed denied. The parties acknowledge that the Project Funds may only be drawn for eligible expenses set forth in the JLL Loan Documents, and the City TOD Loan Documents, as the case may be, as determined by the applicable Project Funds Provider, and the applicable Project Funds Provider's approval of the requested draw in accordance with this Section 2.8 shall be evidence that such draw satisfies said eligibility requirements of the applicable Project Funds Provider. Section 2.9. Each application for payment must be approved by JLL and HUD (and City, prior to disbursement of City TOD Loan Funds)prior to disbursement by the Title Company. ARTICLE III TITLE COMPANY RESPONSIBILITIES Section 3.1. The Title Company shall within five (5) business days after all of the conditions of this Agreement have been complied with in a manner satisfactory to it, disburse the Project Funds and proceeds so received, if any, by delivering to the contractors and other payees named in the Application for Payment its checks for the amounts set forth in such Application for Payment. If Borrower directly pays certain Project Costs, and if JLL, HUD and the Title Company approve, the Title Company may disburse Project Funds, deposited for payment of such Project Costs, directly to Borrower as a reimbursement for such payment. Notwithstanding the above, Title Company may pay directly to a contractor, subcontractor or supplier pursuant to the applicable construction contract or subcontract in its sole discretion in order to obtain a waiver of lien or verify payment to a party so long as such payment is approved in advance by JLL. Title Company, however, shall not be obligated to make payments directly to contractors, subcontractors or suppliers unless so required above. The parties acknowledge that Title Company has no duty to investigate any party in the Project to determine the party's financial condition, or the prudence of direct payment. No disbursement is required of Title Company until all of the other requirements of this Agreement are fulfilled, including but not limited to: (a) With respect to any Draw Request that includes City TOD Loan Funds, delivery to Title Company of waivers of mechanic's lien rights in a form acceptable to Title Company on 8 the following basis (check one - if neither of the below is checked, then lien waivers should be provided on a Current basis): LXi Current. Executed by all parties listed on the Draw Request for the current Draw, which waivers are partial as to all parties not yet paid in full and full as to all parties to be paid in full with the current Draw. ( ) Draw Delay. Executed by all parties listed on the Draw Request for the prior Draw, which waivers are partial as to all parties not yet paid in full as of the prior Draw and full as to all parties having been paid in full as of the prior Draw. (b) With respect to any Draw Request that does not include City TOD Loan Funds, delivery to Title Company of waivers of mechanic's lien rights in a form acceptable to Title Company on the following basis (check one - if neither of the below is checked, then lien waivers should be provided on a Current basis): ( ) Current. Executed by all parties listed on the Draw Request for the current Draw, which waivers are partial as to all parties not yet paid in full and full as to all parties to be paid in full with the current Draw. ( X ) Draw Delay. Executed by all parties listed on the Draw Request for the prior Draw, which waivers are partial as to all parties not yet paid in full as of the prior Draw and full as to all parties having been paid in full as of the prior Draw. Final Draw. Prior to the final disbursement Borrower shall furnish or cause to be furnished: (i) a General Contractor's Affidavit of Completion and Release, and (ii) all full and final lien waivers executed on a Current basis. (c) Resolution satisfactory to the Title Company of any outstanding title issues, including but not limited to, mechanic's liens or judgment liens served or filed of record. If such lien is not immediately satisfied of record, the Title Company may require funds to be held by the Title Company in excess of the claimed amount of the lien, or such resolution may also include such other options as the Title Company may determine. (d) Copies of any change orders which have been submitted by General Contractor or any subcontractor and approved by Borrower, which change orders have the effect of modifying the total construction cost of the project as evidenced in the Sworn Construction Statement(s). (e) With respect to any Draw Request that includes City TOD Loan Funds, City has delivered to Title Company a written statement that (1) City has inspected the Project and satisfied itself that activity on the Project substantially conforms to the representations made in the applicable Owner's Sworn Statement(s) and application(s) for payment, or (2) City has elected to defer such inspection until such later date as City may determine. Section 3.2. The Title Company shall keep records showing the names of all payees to whom payments are made by the Title Company, the date of each payment, and the amount of each payment, which records may be inspected by Borrower, JLL, and City. 9 Section 3.3. In the event that the Title Company shall determine that proper documentation to support a given disbursement, as required by this Agreement, has not been furnished, the Title Company shall withhold payment of all or such portion of such disbursement as shall not be so supported by proper documentation, and shall promptly notify Borrower and JLL, and City, if City TOD Loan Funds are being provided, of the discrepancy or omission of such documentation. Until such time as such discrepancy or omission is corrected to the satisfaction of the Title Company, it shall continue to withhold such amount. In the event that such discrepancy or omission is not corrected within five (5) business days, the Title Company shall, upon demand of JLL (and City, if City TOD Loan Funds are requested), return any such withheld Project Funds to the source of funds. Section 3.4. Escrow Fee. A per draw escrow fee in the amount of$ ("Escrow Fee") shall be paid to Title Company by the Borrower. Title Company may deduct the Escrow Fee from each Draw. In addition, any and all fees charged Title Company in connection with any required segregated bank accounts or fees incurred by Title Company to update title search of the Property prior to each disbursement, shall be paid to Title Company in advance of the next disbursement. Section 3.5. No Interest on Escrowed Funds. All parties acknowledge that no interest will be paid on any Funds while held by Title Company pursuant to this Agreement and that, in addition to the fees payable to Title Company for its services, except as agreed otherwise, Title Company may receive ancillary benefits from the use of the Loan Funds while held in escrow. Section 3.6. No IRS-1099 Reporting: The parties acknowledge that the Title Company shall be responsible for creating, furnishing or reporting any IRS 1099 notices or filings for any payments it disburses under this Agreement. Owner shall provide Title Company with written confirmation from Owner's General Contractor that the General Contractor shall create, furnish and/or report any IRS 1099 notices or filings for any payments disbursed under this Agreement. Section 3.7. Indemnification of Title Company. Except for Title Company's negligence or willful misconduct in the performance of its duties under this Agreement, the Borrower agrees to indemnify Title Company against all losses, claims, damages, liability, and expenses, including, without limitation, costs of investigation and legal counsel fees which may be imposed on Title Company or incurred by Title Company in connection with the performance of its duties under this Agreement, including, without limitation, any litigation arising from this Agreement or involving the subject matter of this Agreement, notwithstanding, however, that any obligation of Borrower to provide indemnification under this Section shall be limited to (i) coverage afforded under any liability insurance carried by the Borrower and (ii) available "surplus cash" of the Borrower as defined in the Regulatory Agreement for Multifamily Projects, by and between Borrower and the U.S. Department of Housing and Urban Development entered into as of 1, 2018. Section 3.8. Liability of Title Company. The functions and duties assumed by Title Company include only those described in the Agreement, and Title Company is not obligated to act except in accordance with the terms and conditions of this Agreement. Title Company does not insure that the Project will be completed, nor does it insure that the Project when completed will be in accordance with any plans or specifications, nor that sufficient funds will be available 10 for the completion. Title Company has no liability for loss caused by an error in the certification furnished it hereunder as to work in place. Title Company shall not be responsible for any loss of documents or funds while such documents or funds are not in its custody. Documents or funds which are deposited in the United States mail shall not be construed as being in the custody of Title Company. Title Company is not responsible for loss due to false affidavits of contractors and subcontractors. If Title Company discovers a misstatement in an affidavit furnished by a contractor or the Borrower, it shall stop disbursement until the misstatement has been corrected to JLL's (and City's, when City TOD Loan Funds have been requested) and Title Company's mutual satisfaction. ARTICLE IV MISCELLANEOUS Section 4.1. Borrower shall be responsible for making inspections of the Project during the course of construction, and shall determine to its own satisfaction that the work done or material supplied by the payees to whom payment is to be made out of each disbursement has been properly done or supplied in accordance with applicable contracts with such payees. The Title Company and the Project Funds Providers shall not be required to conduct any inspections of the Project and any inspections of Title Company and the Project Funds Providers are intended to be for the sole benefit of Title Company and the Project Funds Providers and Borrower and any third party shall not be entitled to rely on such inspections. Section 4.2. It is expressly understood and agreed that none of the Title Company, JLL or any other source of Project Funds, assumes any liability or responsibility for the satisfactory completion of the Project, for the payment of the Project costs, for the adequacy of funds deposited with or advanced pursuant hereto to complete the Project, for inspections during construction, nor for any other acts on the part of Borrower or the Contractors to be performed in the construction of the Project, subject to the terms of the various documents related to each of the loans comprising the Project Funds. Section 4.3. All conditions of the obligations of JLL and any other source of Project Funds hereunder, including the obligation to make disbursements are imposed solely and exclusively for the benefit of Borrower, and no other person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that JLL or any other source of Project Funds will refuse to make disbursements in the absence of strict compliance with any or all thereof, and no other person shall, under any circumstances, be deemed to be a beneficiary of such conditions. In particular, JLL and all other sources of Project Funds make no representations and assume no duties or obligations as to third parties concerning the quality of the construction of the Project or the absence therefrom of defects. In this connection, Borrower agrees to and shall indemnify JLL and all other sources of Project Funds from any liability, claims or losses resulting from the disbursement of the Project Funds, except to the extent such liability, claims, or losses result from the negligence or willful misconduct by the party seeking indemnification. This provision shall survive the repayment of the above described loans and shall continue in full force and effect so long as the possibility of any such liability, claims or losses exists. 11 Section 4.4. Any condition of this Agreement which requires the submission of evidence of the existence or non-existence of a specified fact or facts implies as a condition the existence or non-existence, as the case may be, of such fact or facts, and JLL shall, at all times, be free independently to establish to its satisfaction and in its absolute discretion such existence or non-existence. Section 4.5. No party hereto, except for JLL, may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other parties hereto. Section 4.6. Whenever in this Agreement one of the parties hereto is named or referred to, the heirs, legal representatives, successors and assigns of such parties shall be included and all covenants and agreements contained in this Agreement by or on behalf of Borrower or on behalf of each Project Funds Provider shall bind and inure to the benefit of their respective heirs, legal representatives, successors and assigns, whether so expressed or not. Section 4.7. The headings of the sections, paragraphs and subdivisions of this Agreement are for the convenience of reference only, and are not to be considered a part hereof and shall not limit or otherwise affect any of the terms hereof. Section 4.8. If fulfillment of any provision hereof, or any transaction related thereto at the time performance of any such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and such clause or provision shall be deemed invalid as though not herein contained, and the remainder of this Agreement shall remain operative in full force and effect. Section 4.9. Whenever the singular or plural number, masculine or feminine or neuter gender is used herein, it shall equally include the other. Section 4.10. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. Section 4.11. Any notice which any party hereto may desire or may be required to give to any of the parties shall be in writing and the mailing thereof by certified mail - return receipt requested, or equivalent, to the respective parties' addresses set forth hereinabove or to such other place such party may by notice in writing designate as its address shall constitute service of notice hereunder. Section 4.12. Whenever any provisions hereof and of the JLL Loan Agreement and all regulations thereunder conflict with or are contrary to each other, the provisions of the JLL Loan Agreement and all regulations thereunder shall govern. Section 4.13. The undersigned, individually and collectively, agree and acknowledge that this Agreement supersedes any and all other funding or disbursement agreements executed by Borrower and the undersigned with regard to the funding and disbursement of Project Funds. The undersigned further agree and acknowledge that such other funding and disbursement 12 agreements shall be subordinate to this Agreement and to extent the provisions of such other funding and disbursement agreements conflict with or in contrary to each other and this Agreement, the provisions of this Agreement shall govern. Section 4.14. This Agreement is made and executed in the State of Minnesota and shall be governed by the laws of said State. Section 4.15. This Agreement may be executed in any number of counterparts with same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in the making proof hereof it shall only be necessary to produce one counterpart. [Signature pages follow] 13 Borrower Signature Page to Master Disbursement Agreement BORROWER: TP ELEVATE, LLC, a Minnesota limited liability company By: Name:_ Robert L. Fransen Its: Chief Manager JLL Signature Page to Master Disbursement Agreement JLL: JONES LANG LASALLE MULTIFAMILY, LLC, a Delaware limited liability company By: Name: Its: City Signature Page to Master Disbursement Agreement CITY: CITY OF EDEN PRAIRIE, a Minnesota municipal corporation By: Nancy Tyra-Lukens Its Mayor By: Rick Getschow Its City Manager Title Company Signature Page to Master Disbursement Agreement TITLE COMPANY: STEWART TITLE COMPANY, a By: Name: Its: 52660400.v4-1/11/18 CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda January 16 , 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Community Development Supervalu—Fourth Lease Amendment for space at VIII.E. Janet Jeremiah/David Lindahl the Eden Prairie City Requested Action Move to: Approve fourth amendment to lease agreement between the City of Eden Prairie and Supervalu Inc. for space at the Eden Prairie City Center property located at 8100 Mitchell Road. Synopsis The fourth and final lease amendment is for the remaining 7,000 square feet of space on the upper level of the City Center, which brings the total leased space to Supervalu to 73,693 square feet. The revised rental rates and term are shown in the table below. TERM RENTAL SQUARE MONTHLY TOTAL RENT FOR TIME PERIOD (in RATE PSF FEET RENT TIME PERIOD m o nths) 2/1/18- 2 $20 O0 73,693 $122,821.67 $245,643.33 3/31/18 4/1/18- 12 $20.50 73,693 $125,892.21 $1,510,706.50 3/31/19 4/1/19- 12 $21.00 73,693 $128,962.75 $1,547,553.00 3/31/2O 4/1/20- 12 $21.50 73,693 $132,033.29 $1,584,399.50 3/31/21 4/1/21- 12 $22.00 73,693 $135,103.83 $1,621,246.00 3/31/22 4/1/22— 3 $22.50 73,693 $138,174.38 $414,523.13 6/30/22 Total Term 53 $6,924,071.46 Background Supervalu began leasing at the City Center in 2014 and has been incrementally growing into all the space formerly leased to CH Robinson. Exhibit B in the enclosed lease shows the location of the latest and final expansion area(in yellow). The Foundation offices will be relocated into a space near the Parks Department in City Hall. Below is a summary of all the lease amendments: First Lease Oct. 2014 40,513 sf First Amendment Nov. 2014 3,483 sf Second Amendment Mar. 2015 13,825 sf Third Amendment Sept. 2016 8,872 sf Fourth Amendment Jan. 2018 7,000 sf Total Space Leased 73,693 sf Attachment Fourth Lease Amendment FOURTH AMENDMENT TO LEASE AGREEMENT This Fourth Amendment to Lease Agreement ("Fourth Amendment") is made and entered into this 2nd day of January, 2018, by and between the City of Eden Prairie, a Minnesota municipal corporation (hereinafter called "Landlord"), having an office at 8080 Mitchell Road, Eden Prairie, Minnesota 55344 and SUPERVALU INC., a Delaware corporation (hereinafter called"Tenant"), having an office at 11840 Valley View Road, Eden Prairie, MN 55344. RECITALS WHEREAS, Landlord and Tenant entered into that certain Lease Agreement ("Lease Agreement") executed October 7, 2014, whereby Tenant leased from Landlord the Premises, 40,513 square feet of space, (as defined in paragraph 3 of the Basic Definitions of the Lease Agreement), located at 8080 Mitchell Road, Eden Prairie, Minnesota 55344, commonly known as "Eden Prairie City Center"; and WHEREAS, Landlord and Tenant entered into that certain First Amendment to Lease Agreement on the 18th day of November, 2014 by which certain changes to the Lease Agreement were made as part of Tenant agreeing to lease an additional 3,483 square feet of space; and WHERAS, Landlord and Tenant entered into that certain Second Amendment to Lease Agreement on the 5th day of January, 2016 by which certain changes to the Lease Agreement were made as part of the Tenant agreeing to lease an additional 13,825 square feet of space in the Eden Prairie City Center; and WHERAS, Landlord and Tenant entered into that certain Third Amendment to Lease Agreement on the 6th day of September, 2016 by which certain changes to the Lease Agreement were made as part of the Tenant agreeing to lease an additional 8,872 square feet of space in the Eden Prairie City Center; and WHEREAS, Tenant desires to expand the Premises starting on February 1, 2018 to include among other matters an area of expansion depicted on Exhibit B hereto, which area is 7,000 square feet, and to provide for an additional Forty-Three (43) parking spaces bringing the total parking spaces to Four Hundred (400); and WHEREAS, the parties to the Lease Agreement agree that the lease may be modified and amended in writing executed by each party pursuant to Article 37 of the Lease Agreement; and WHEREAS, the parties wish to amend the Lease Agreement for their mutual benefit and interest; and WHEREAS, unless otherwise provided herein, all capitalized words and terms used in this Fourth Amendment shall have the same meanings ascribed to such words and terms as in the Lease Agreement. All references to the Lease Agreement, unless specified otherwise, shall mean the Lease Agreement, as amended the First Amendment to Lease Agreement, the Second Amendment to Lease Agreement, the Third Amendment to Lease Agreement and this Fourth Amendment to Lease Agreement, whether or not such reference shall expressly refer to this Fourth Amendment. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration the receipt of which is hereby acknowledged, the parties agree to amend the Lease Agreement as follows: 1. Paragraph 3.a of the Basic Definitions is deleted in its entirety and replaced by the following Paragraph 3.a: Approximately 43,996 square feet of Rentable Area in the Building as identified in Green on attached Exhibit B, approximately 13,825 square feet identified in Blue on attached Exhibit B, approximately 8,872 square feet of Rentable Area in the Building as identified in Orange on attached Exhibit B and approximately 7,000 square feet of Rental Area in the Building as identified in Yellow on the attached Exhibit B (together the "Leased Premises). The 7,000 square feet is referred to in this Fourth Amendment as the "Expansion Area." 2. Paragraph 3.c of the Basic Definitions is deleted in its entirety and replaced by the following Paragraph 3.c: Parking Rights ("Parking Rights") as follows: The right, for the benefit of the Benefited Parties, to park automobiles, light trucks, vans, motorcycles, bicycles and similar vehicles ("General Vehicles") in 400 parking stalls identified in green, yellow, blue and brown on the attached Exhibit D. The locations identified as Ambulance Parking Only in Orange are not part of the 400 parking stalls and are reserved for other purposes allowed by Landlord, currently the Hennepin County Ambulance service. The 400 Tenant parking stalls include handicapped and visitor parking stalls. The Benefited Parties shall have no right to park in any other area on the Land, including but not limited to areas for City parking identified in part in red for City. Tenant shall inform its employees, guests and invitees they are not allowed to park in the City Hall Designated Parking Area which is comprised of the orange and the red locations. 3. Paragraph 4 of the Basic Definitions entitled "Rentable Area" is amended by deleting the first sentence of paragraph 4 of the Basic Definitions and replacing it with the following first sentence: The Rentable Area of the Premises is 73,693 square feet. 4. Paragraph 5 of the Basic Definitions entitled"Term" in the Lease Agreement is amended to change the termination date from June 30, 2021 to June 30, 2022 ("Termination Date"). 5. Paragraph 7 of the Basic Definitions entitled"Gross Rental Rate (per square foot of Rentable Area of the Premises)" in the Lease Agreement is deleted in its entirety. 6. Paragraph 8 of the Basic Definitions entitled"Annual Gross Rent" in the Lease Agreement is deleted in its entirety and replaced by the following Paragraph 8 in the Basic Definitions: TERM RENTAL SQUARE MONTHLY TOTAL RENT FOR TIME PERIOD (in Note RATE PSF FEET RENT TIME PERIOD months) 2/1/18 2 $20.00 73,693 $122,821.67 $245,643.33 3/31/18 4/1/18 12 $20.50 73,693 $125,892.21 $1,510,706.50 3/31/19 4/1/19 12 $21.00 73,693 $128,962.75 $1,547,553.00 3/31/20 4/1/20 12 $21.50 73,693 $132,033.29 $1,584,399.50 3/31/21 4/1/21 12 $22.00 73,693 $135,103.83 $1,621,246.00 3/31/22 4/1/22— 3 $22.50 73,693 $138,174.38 $414,523.13 6/30/22 Total Term 53 $6,924,071.46 7. Paragraph 11 of the Basic Definitions entitled Tenant Improvement Allowance is amended to add a Tenant Allowance in the amount of $123,620 applicable only to the 7,000 square foot Expansion Area, which amount is calculated at $17.66 per square foot of Rentable Space. No reimbursement for Space Plan Allowance shall be provided with respect to the 7,000 square foot Expansion Area. 8. Tenant may take possession of the 7,000 square foot Expansion Area for the sole purpose of constructing Tenant's Improvements only after execution of this Fourth Amendment and submission to Landlord of Tenant's Certificate of Insurance which evidences that the insurance required by Article 15 of the Lease Agreement is in force and effect for the 7,000 square foot Expansion Area. 9. Article 44 of the Lease Agreement is deleted in its entirety. 10. Article 8, paragraphs 8.2 and 8.3 are amended by replacing the reference to 243 parking stalls to 400 parking stalls. 11. Except as hereby amended above, Landlord and Tenant reaffirm all terms, provisions and covenants set forth in the Lease Agreement executed October 7, 2014 as amended by the First, Second Amendment and Third Amendments. IN WITNESS WHEREOF, Landlord and Tenant have caused this Second Amendment to be signed, sealed and delivered this 2nd day of January, 2018. LANDLORD: City of Eden Prairie By: Nancy Tyra-Lukens Its: Mayor By: Rick Getschow Its: City Manager TENANT: SUPERVALU INC. By: Its: EXHIBIT B [NEXT PAGE] II vtilp I +rCU:. VM•A 41211111 Li U•16F -18 SF 9 Li. On EF. . u a • yeIEH dEG 1.1.1411frA R.14 15 OF R r I¢A"2 Sr ;� '� CFI . 1 '.. ' .., 4ii42.1144% WIMP. .(1_, . imil04, an e . 4ii Er- 0i j II .., . . . . . g . 1 _ - .= . , • • =ER \ • _..„ . ip , -,, •... . • , ...._ • .. ,... • re.:::: ,. 95:1 . . .02.,... ir.c.in , Fair ---1'-, ,A- • • • :, I FIT � I .. . I 111:7n k-.4 ti. IA DIPAM5IA'19i1E19.0ESS I •' 4J•-WWI BF • \ P T n. • 2 & & 6 6. L �.T17'1 GF 1HE FiE11EEB FL411Y.�1�� I'.{&'-�' pg2MI �1'. 1!i ,.��. .. �,ra.a. ,�. awl•+ e oa ?0':.72P ab7t F4' rrwC L.71'f oeen.maGCI•ISren_rni rum-•:'uric +I bIC SUPE Ai� ,FRd RL GITYG ' R,rm4anr.,.6 sw`ti. u ttk•.sk ar vl et^ML'1i•-is GCt�Y POPO1-111r REAP•OFFER I_Eai.......w •r•.rernamlan rnc. la.ED...EN i FM,.Ma PM.Ih-M44 uc.r•r.r r+=ra-yr•.a JVfitr•w�t- EXHIBIT D [NEXT PAGE] . Exhibit r ++ r........... .,.,. , _,. , #I . Nkii2=iiilliiliP*' ;/ _ (r •} S ' - . MDesignated Parking 'r f0_4 .- 1 f i ,I - Green = 65 spaces (per 014 lease) I f ,,s + ) i� ; I stir Ye!/ = 56 spaces (per 2015 leaseexpansion) =r I i ; f `II Blue = 36 spaces (per 2016 /ease expansion) • 1 .: f 1 i i f + {,, . Brown = 4 spaces (per 2018 lease expansion) Ji. , . - ,. Total = 400 spaces • f a . • Ambulance 0 1 i + + 4 City Hall Designated Parking r' Parkin} _ • Reiff = 29 only ' I + + ii. '` inellatnbulance Parking r + r r ' r �Ylig r r _ fir". r - — t , - ._trtnr '''.. --.-'- , r.--' ilt'i .- - •-:v•I' '' c _____ .%. . --_____.., .1.. /77 li-Li ...., _ • . , , i • # ` Alm / i'D-4774111ift - I I J . i • L rr 6. - . 1ii. r (.. 1 + r I 1 il h i ! I :., • f 13 , . ,JI + I tF Po �- .. , ' Ill J � � l_i_ii ..__(..1/4 . u 1 . iii:ai . 1 I 1 MLf I. i + 1 II .. • - '.: • • . • . _ • • „ j 7 ` - • ' I rIt• `F :. 15 n ' r. , J- FIf'II . -- - , .. .- - .� CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Dzevad Mahmutovic Community Center Condenser Replacement VIII.F. Administration/Facilities Requested Action Move to: Award Contract for Condenser replacement at Community Center to Commercial Refrigeration Systems, Inc. Synopsis Commercial Refrigeration Systems Inc. $122,049.00 Cool Air Mechanical $129,442.00 Gartner Refrigeration&MFG.INC. $145,157.00 NAC Declined to bid Background Plans and specifications for the condenser replacement at Community Center were developed by EPI and sent to 4 potential bidders. Ad for bids was placed in Eden Prairie News, December 07, 2017. Attachments Standard City Construction Contract with Commercial Refrigeration Systems Inc. Exhibit A, Scope of Work from Commercial Refrigeration Systems Inc Responsible Contractor Verification form from Commercial Refrigeration Systems Inc Bid Bond from Commercial Refrigeration Systems Inc. 2017 06 01 Construction Contract This Contract ("Contract") is made on the 3th day of January, 2018, between the City of Eden Prairie, Minnesota (hereinafter "City"), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and Commercial Refrigeration Systems, Inc, a MI Minnesota Corporation (hereinafter "Contractor") whose business address is 104 East Chestnut PO Box 1068 Virginia, MN 55792. Preliminary Statement PRAI Rl E LIVE-WORK-DREAM The City has adopted a policy regarding the selection and hiring of contractors to provide a variety of services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Contract is to set forth the terms and conditions for the provision of services by Contractor for replacing Community Center Rink 2-3 Condenser hereinafter referred to as the "Work". The City and Contractor agree as follows: 1. Scope of Work/ProposaL The Contractor agrees to provide, perform and complete all the provisions of the Work in accordance with attached Exhibit A. Any general or specific conditions, terms, agreements, contractor or industry proposal, or contract terms attached to or a part of Exhibit A are declined in full and, accordingly, are deleted and shall not be in effect in any manner. 2. Time of Commencement and Completion. The Work to be performed under this Contract shall be commenced immediately after execution of this Contract. The Work shall be completed by July 13, 2018. 3. Compensation for Services. City agrees to pay the Contractor a fixed sum of$122,049.00 as full and complete payment for the labor, materials and services rendered pursuant to this Contract and as described in Exhibit A. a. Any changes in the scope of the work which may result in an increase to the compensation due the Contractor shall require prior written approval by an authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. b. If Contractor is delayed in performance due to any cause beyond its reasonable control, including but not limited to strikes, riots, fires, acts of God, governmental actions, actions of a third party, or actions or inactions of City, the time for performance shall be extended by a period of time lost by reason of the delay. Contractor will be entitled to payment for its reasonable additional charges, if any, due to the delay. 4. Method of Payment. The Contractor shall submit to the City, on a monthly basis, an itemized invoice for services performed under this Contract. Invoices submitted shall be paid in the same manner as other claims made to the City. a. Invoices. Contractor shall verify all statements submitted for payment in compliance with Minnesota Statutes Sections 471.38 and 471.391. For reimbursable expenses, if provided for in Exhibit A, the Contractor shall provide an itemized listing and such documentation as reasonably required by the City. Each invoice shall contain the City's project number and a progress summary showing the original (or amended) amount of the contract, current billing, past payments and unexpended balance of the contract. Each invoice shall be accompanied by general lien waiver and further lien waivers from all subcontractors on the project waiving liens for work for which payment was requested by Contractor and paid for by City on the preceding invoice. b. Claims. To receive any payment on this Contract, pursuant to Minn. Stat. 471.38, the invoice or bill must include the following signed and dated statement: "I declare under penalty of perjury that this account, claim, or demand is just and correct and that no part of it has been paid." c. Final Payment. Contractor's request for final payment shall be accompanied by Contractor's affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the City or its property might in any way be responsible, have been paid or otherwise satisfied. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be paid by the City to the Contractor when the Work has been completed, the Contract fully performed, and the City accepts the Work in writing. The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of Application for Final Payment. d. Income Tax Withholding. No final payment shall be made to the Contractor until the Contractor has provided satisfactory evidence to the City that the Contractor and each of its subcontracts has complied with the provisions of Minn. Stat. Section 290.92 relating to withholding of income taxes upon wages. A certificate by the Commissioner of Revenue shall satisfy this requirement. 5. Standard of Care. Contractor shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. Contractor shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Contractor's breach of this standard of care. Contractor shall put forth reasonable efforts to complete its duties in a timely manner. Contractor shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Contract. Contractor shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. Standard Construction Contract 2007 06 01 Page 2 of 13 6. Project Manager and Staffing. The Contractor shall have designated a Project Manager and notify the City in writing of the identity of the Project Manager before starting work on the Project. The Project Manager shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Contractor may not remove or replace the Project Manager without the approval of the City. 7. Condition and Inspection. All goods and other materials furnished under this Contract shall be new and in current manufacture, unless otherwise specified, and all goods and work shall be of good quality, free from faults and defects and in conformance with this Contract. All goods and work not conforming to these requirements shall be considered defective. Goods shall be subject to inspection and testing by the City. Defective goods or goods not in current manufacture may be returned to the Contractor at the Contractor's expense. 8. Correction of Work. The Contractor shall promptly correct all Work rejected by the City as defective or as failing to conform under this Contract whether observed before or after completion of the Work and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected Work. 9. Warranty. The Contractor expressly warrants and guarantees to the City that all Work performed and all materials furnished shall be in accord with the Contract and shall be free from defects in materials, workmanship, and operation which appear within a period of one year, or within such longer period as may be prescribed by law or in the terms of the Contract, from the date of City's written acceptance of the Work. The City's rights under the Contractor's warranty are not the City's exclusive remedy. The City shall have all other remedies available under this Contract, at law or in equity. Should any defects develop in the materials, workmanship or operation of the system within the specified period, upon notice from the City, the Contractor agrees, within ten (10) calendar days after receiving written notice and without expense to the City, to repair, replace and in general to perform all necessary corrective Work with regard to the defective or nonconforming Work or materials to the satisfaction of the City. THE FOREGOING SHALL NOT IN ANY MANNER LIMIT THE CITY'S REMEDY OR THE CONTRACTOR'S LIABILITY TO THOSE DEFECTS APPEARING WITHIN THE WARRANTY PERIOD. The Contractor agrees to perform the Work in a manner and at a time so as to minimize any damages sustained by the City and so as to not interfere with or in any way disrupt the operation of the City or the public. The corrective Work referred to above shall include without limitation, (a) the cost of removing the defective or nonconforming Work and materials from the site, (b) the cost of correcting all Work of other Contractors destroyed or damaged by defective or nonconforming Work and materials including the cost of removal of such damaged Work and materials form the site, and (c) the cost of correcting all damages to Work of other Contractors caused by the removal of the defective or nonconforming Work or materials. The Contractor shall post bonds to secure the warranties. Standard Construction Contract 2007 06 01 Page 3 of 13 10. Private Property. The Contractor shall not enter upon private property for any purpose without having previously obtained permission from the City. The Contractor shall be responsible for the preservation of, and shall use every precaution to prevent damage to all trees, shrubbery,plants, lawns, fences, culverts,bridges,pavements, driveways, sidewalks, etc.; all water, sewer and gas lines; all conduits; all overhead pole lines or appurtenances thereof; and all other public or private property along or adjacent to the work. 11. Removal of Construction Equipment, Tools and Supplies. At the termination of this Contract, before acceptance of the Work by the City, the Contractor shall remove all of Contractor's equipment, tools and supplies from the property of the City. Should the Contractor fail to remove such equipment, tools and supplies, the City shall have the right to remove them and deduct the cost of removal from any amount owed to Contractor. 12. Suspension of Work by City. The City may at any time suspend the Work, or any part thereof;by giving ten(10)days'notice to the Contractor in writing. The work shall be resumed by the Contractor within ten(10) days after the date fixed in the written notice from the City to the Contractor to resume. If the City's suspension of all or part of the Work causes additional expenses not due to the fault or negligence of the Contractor, the City shall reimburse the Contractor for the additional expense incurred due to suspension of the work. Claims for such compensation, with complete substantiating records, shall be filed with the City within ten(10) days after the date of order to resume Work in order to receive consideration. This paragraph shall not be construed as entitling the Contractor to compensation for delays due to inclement weather, failure to furnish additional surety or sureties specified herein, for suspension made at the request of the Contractor, or for any other delay provided for in this Contract. 13. City's Right to Carry Out the Work. If the Contractor defaults or neglects to carry out the Work in accordance with the Contract or fails to perform any provisions of the Contract, the City may, after ten (10) days written notice to the Contractor and without prejudice to any other remedy the City may have, make good such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payment then or thereafter due the Contractor the cost of correcting such deficiencies. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the City. 14. City's Right to Terminate Contract and Complete the Work. The City has the right to terminate this Contract for any of the following reasons: a. The Contractor is adjudged bankrupt, makes a general assignment for the benefit of creditors, or becomes insolvent; b. Failure of Contractor to supply adequate properly skilled workmen or proper materials; c. Failure of Contractor to make prompt payment to subcontractor for material or labor; d. Any disregard of laws, ordinances or proper instructions of the City; Standard Construction Contract 2007 06 01 Page 4 of 13 e. Assignment or work without permission of the City; £ Abandonment of the work by Contractor; g. Failure to meet the work progress schedule set forth in this Contract; h. Unnecessary delay which, in the judgment of the City, will result in the work not being completed in the prescribed time. Termination of the Contract shall be preceded by ten(10) days written notice by the City to the Contractor and its surety stating the grounds for termination and the measures, if any, which must be taken to assure compliance with the Contract. The Contract shall be terminated at the expiration of such ten (10) day period unless the City Council shall withdraw its notice of termination. Upon termination of the Contract by the City, the City may, without prejudice to any other remedy the City may have, take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever methods the City may deem expedient at the Contractor's expense. Upon Contract termination, the Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the contract price exceeds the expense of finishing the Work, including compensation for additional managerial and administrative services, the excess shall be paid to the Contractor. If such expense exceeds the unpaid balance,the Contractor shall pay the difference to the City. In the event that the Contractor abandons the Work, fails or refuses to complete the Work or fails to pay just claims for labor or material, the City reserves the right to charge against the Contractor all legal, engineering, or other costs resulting from such abandonment, failure or refusal. Legal costs will include the City's cost of prosecuting or defending any suit in connection with such abandonment, failure or refusal, and non-payment of claims wherein the City is made co-defendant, and the Contractor agrees to pay all costs, including reasonable attorney's fees. 15. Contractor's Right to Terminate Contract. The Contractor may terminate this Contract upon ten(10)days written notice to the City for any of the following reasons: a. If an order of any court or other public authority caused the Work to be stopped or suspended for a period of 90 days through no act or fault of the Contractor or its employees. b. If the City should fail to pay any undisputed sum owed Contractor within forty-five (45) days after the sum becomes due. 16. Performance and Payment Bonds. The Contractor shall post a Performance and Payment Bond each in an amount equal to one hundred percent (100%) of the payments due Contractor to insure the prompt and faithful performance of this Contract by Contractor and Standard Construction Contract 2007 06 01 Page 5 of 13 to insure prompt payment to the subcontractor and suppliers of the Contractor. The Bonds shall be in a form approved by the City. Contractor shall provide the Bond to the City before commencing work and together with the executed contract document. If the Performance and/or Payment Bond are not submitted as provided herein, this Contract shall be considered void. [BONDS ARE REQUIRED FOR A CONSTRUCTION CONTRACT THAT IS $100,000 OR MORE; THEY ARE OPTIONAL FOR ANY CONTRACT THAT IS LESS THAN $100,000] 17. Subcontractor. The Contractor shall bind every subcontractor and every subcontractor shall agree to be bound by the terms of this Contract as far as applicable to its work, unless specifically noted to the contrary in a subcontract approved in writing as adequate by the City. The Contractor shall pay any subcontractor involved in the performance of this Contract within the ten (10) days of the Contractor's receipt of payment by the City for undisputed services provided by the subcontractor. If the Contractor fails within that time to pay the subcontractor any undisputed amount for which the Contractor has received payment by the City, the Contractor shall pay interest to the subcontractor on the unpaid amount at the rate of 1.5 percent per month or any part of a month. The minimum monthly interest penalty payment for an unpaid balance of$100 or more is $10. For an unpaid balance of less than $100, the Contractor shall pay the actual interest penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 18. Responsible Contractor Contractor warrants under oath that Contractor is in compliance with the minimum criteria required of a "responsible contractor" as that term is defined in Minnesota Statutes § 16C.285, subd. 3. Contractor has provided to City a list of all of its first-tier subcontractors and motor carriers that it intends to retain for work on the project. The Contractor has obtained from all subcontractors and motor carriers with which it will have a direct contractual relationship a signed statement under oath by an owner or officer verifying that the subcontractor or motor carrier meets all of the minimum criteria in § 16C.285, subd. 3. If Contractor retains additional subcontractors or motor carriers on the project after submitting its verification of compliance, the Contractor shall obtain verification of compliance from each additional subcontractor and motor carrier with which it has a direct contractual relationship and shall submit to the City a supplemental verification confirming the subcontractor's and motor carrier's compliance with subdivision 3, clause (7), within 14 days of retaining the additional subcontractors or motor carriers. Contractor shall submit to the City upon request copies of the signed verifications of compliance from all subcontractors and motor carriers of any tier pursuant to Minn. Stat. § 16C.285, subd. 3(7). A false statement under oath, by Contractor, subcontractor, or motor carrier, verifying compliance with any of the minimum criteria may result in termination of the Contract. Standard Construction Contract 2007 06 01 Page 6 of 13 19. Independent Contractor. Contractor is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall deem necessary and appropriate for the performance of its obligations pursuant to this Contract, who shall be employees, and under the direction, of Contractor and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Contractor an employee of the City. 20. Insurance. a. General Liability. Prior to starting the Work, Contractor shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of operations by Contractor or by any subcontractor or by anyone employed by any of them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, required by law, or the insurance coverage actually obtained by Contractor, whichever is greater. b. Contractor shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Worker's Compensation Statutory Limits Employer's Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General $1,000,000 property damage and bodily Liability injury per occurrence $2,000,000 general aggregate $2,000,000 Products—Completed Operations Aggregate $100,000 fire legal liability each occurrence $5,000 medical expense Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Umbrella or Excess Liability $1,000,000 c. Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Standard Construction Contract 2007 06 01 Page 7 of 13 Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. d. Contractor shall maintain "stop gap" coverage if Contractor obtains Workers' Compensation coverage from any state fund if Employer's liability coverage is not available. e. All policies, except the Worker's Compensation Policy, shall name the "City of Eden Prairie" as an additional insured. f. All policies, except Worker's Compensation Policy, and Professional Liability Policy, shall name the "City of Eden Prairie" as an additional insured including products and completed operations. g. All polices shall contain a waiver of subrogation in favor of the City. h. All General Liability policies, Automobile Liability policies, and Umbrella policies shall contain a waiver of subrogation in favor of the City. i. All polices, except the Worker's Compensation Policy, shall insure the defense and indemnity obligations assumed by Contractor under this Contract. j. Contractor agrees to maintain all coverage required herein throughout the term of the Contract and for a minimum of two (2) years following City's written acceptance of the Work. k. It shall be Contractor's responsibility to pay any retention or deductible for the coverage's required herein. 1. All policies shall contain a provision or endorsement that coverages afforded thereunder shall not be cancelled or non-renewed or restrictive modifications added, without thirty (30) days' prior notice to the City, except that if the cancellation or non-renewal is due to non-payment, the coverages may not be terminated or non- renewed without ten (10) days' prior notice to the City. m. Contractor shall maintain in effect all insurance coverages required under this Paragraph at Contractor's sole expense and with insurance companies licensed to do business in the state in Minnesota and having a current A.M. Best rating of no less than A-,unless specifically accepted by City in writing. n. A copy of the Contractor's Certificate of Insurance which evidences the compliance with this Paragraph, must be filed with City prior to the start of Contractor's Work. Upon request a copy of the Contractor's insurance declaration page, Rider and/or Endorsement, as applicable shall be provided. Such documents evidencing Insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Contractor has complied with all insurance requirements. Standard Construction Contract 2007 06 01 Page 8 of 13 Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate of Insurance, declaration page, Rider, Endorsement or certificates or other evidence of insurance, or to advise Contractor of any deficiencies in such documents and receipt thereof shall not relieve Contractor from, nor be deemed a waiver of, City's right to enforce the terms of Contractor's obligations hereunder. City reserves the right to examine any policy provided for under this paragraph. o. Effect of Contractor's Failure to Provide Insurance. If Contractor fails to provide the specified insurance, then Contractor will defend, indemnify and hold harmless the City, the City's officials, agents and employees from any loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City(including sole negligence) and regardless of the extent to which the underlying occurrence (i.e.,the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Contractor, its subcontractors, agents, employees or delegates. Contractor agrees that this indemnity shall be construed and applied in favor of indemnification. Contractor also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity, the City may require Contractor to: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Contractor's insurance company. Contractor will take the action required by the City within fifteen(15) days of receiving notice from the City. 21. Indemnification. Contractor will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney's fees paid, incurred or for which it may be liable resulting from any breach of this Contract by Contractor, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Contractor, its agents, contractors and employees, relative to this Contract. City will indemnify and hold Contractor harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. Standard Construction Contract 2007 06 01 Page 9 of 13 22. Ownership of Documents. All plans, diagrams, analyses, reports and information generated in connection with the performance of the Contract ("Information") shall become the property of the City, but Contractor may retain copies of such documents as records of the services provided. The City may use the Information for its purposes and the Contractor also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Contract does not relieve any liability on the part of the Contractor, but any use of the Information by the City or the Contractor beyond the scope of this Contract is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 23. Mediation. Each dispute, claim or controversy arising from or related to this agreement shall be subject to mediation as a condition precedent to initiating arbitration or legal or equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the American Arbitration Association and the other party. No arbitration or legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. Cost of mediation shall be shared equally between the parties. Mediation shall be held in the City of Eden Prairie unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. GENERAL TERMS AND CONDITIONS 24. Assignment. Neither party shall assign this Contract, nor any interest arising herein, without the written consent of the other party. 25. Compliance with Laws and Regulations. In providing services hereunder, the Contractor shall abide by statutes, ordinances, rules, and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules and regulations pertaining to the services to be provided shall constitute a material breach of this Contract and entitle the City to immediately terminate this Contract. 26. Conflicts. No salaried officer or employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Contract. The violation of this provision renders the Contract void. 27. Counterparts. This Contract may be executed in multiple counterparts, each of which shall be considered an original. 28. Damages. In the event of a breach of this Contract by the City, Contractor shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. Standard Construction Contract 2007 06 01 Page 10 of 13 29. Employees. Contractor agrees not to hire any employee or former employee of City and City agrees not to hire any employee or former employee of Contractor prior to termination of this Contract and for one (1) year thereafter, without prior written consent of the former employer in each case. 30. Enforcement. The Contractor shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the term of this Contract or thereafter of any of the rights or remedies of the City under this Contract. 31. Entire Contract, Construction,Application and Interpretation. This Contract is in furtherance of the City's public purpose mission and shall be construed, interpreted, and applied pursuant to and in conformance with the City's public purpose mission. The entire agreement of the parties is contained herein. This Contract supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Contract shall be valid only when expressed in writing and duly signed by the parties,unless otherwise provided herein. 32. Governing Law. This Contract shall be controlled by the laws of the State of Minnesota. 33. Non-Discrimination. During the performance of this Contract, the Contractor shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Contractor shall post in places available to employees and applicants for employment, notices setting forth the provision of this non- discrimination clause and stating that all qualified applicants will receive consideration for employment. The Contractor shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Contractor further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 34. Notice. Any notice required or permitted to be given by a party upon the other is given in accordance with this Contract if it is directed to either party by delivering it personally to an officer of the party, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed to the address listed on page 1 hereof. Notices shall be deemed effective on the earlier of the date of receipt or the date of mailing or deposit as aforesaid, provided, however, that if notice is given by mail or deposit, that the time for response to any notice by the other party shall commence to run one business day after any such mailing or deposit. A party may change its address for the service of notice by giving written notice of such change to the Standard Construction Contract 2007 06 01 Page 11 of 13 other party, in any manner above specified, 10 days prior to the effective date of such change. 35. Rights and Remedies. The duties and obligations imposed by this Contract and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 36. Services Not Provided For. No claim for services furnished by the Contractor not specifically provided for herein shall be honored by the City. 37. Severability. The provisions of this Contract are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Contract. 38. Statutory Provisions. a. Audit Disclosure. The books, records, documents and accounting procedures and practices of the Contractor or other parties relevant to this Contract are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Contract. b. Data Practices. Any reports, information, or data in any form given to, or prepared or assembled by the Contractor under this Contract which the City requests to be kept confidential, shall not be made available to any individual or organization without the City's prior written approval. This Contract is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd 7, which is created, collected, received, stored, used, maintained, or disseminated by Contractor in performing any of the functions of the City during performance of this Contract is subject to the requirements of the Data Practice Act and Contractor shall comply with those requirements as if it were a government entity. All subcontracts entered into by Contractor in relation to this Contract shall contain similar Data Practices Act compliance language. 39. Waiver. Any waiver by either party of a breach of any provisions of this Contract shall not affect, in any respect, the validity of the remainder of this Contract. Executed as of the day and year first written above. Standard Construction Contract 2007 06 01 Page 12 of 13 CITY OF EDEN PRAIRIE Nancy Tyra-Lukens, Its Mayor Rick Getschow, Its City Manager Commercial Refrigeration Systems, Inc Mark Rodorigo, CEO Standard Construction Contract 2007 06 01 Page 13 of 13 "'IMF Y° ', I INt r+', ENVIRONMENTAL PROCESS, INC. ' 4V f _ 715 Florida Ave.S.,Suite 111 18382 FM 302,Suite 103 ear Golden Valley,MN 55426 Fax: 763-398-0121 Canyon Lake,TX 78133 4°+'' 763-398-3040 Phone: 888-733-3050 830-935-4909 „..•s`° epimpls@go-epi.com www.go-epi.com epitx@go-epi.com Date: March 22, 2017 Project: City of Eden Prairie Community Center—Rink 2 and 3 2017 Evaporative Condenser Replacement 16700 Valley View Road Eden Prairie, Minnesota 55344 EPI File No.: 17-852 Scope of Work 1. Submit evaporative condenser shop drawings for review and approval. 2. Removal and disposal of the existing Vilter Model V-VSC 230 evaporative condenser. 3. Furnishing and installation of new Baltimore Aircoil Corporation evaporative condenser model VC 1-N315-PM or approved equal as specified below. 4. All ammonia refrigeration piping system modifications as required for the replacement of the evaporative condenser. 5. Removal of the existing water pump (305 GPM, 37 TDH, 5 HP, 460V/3 Phase). 6. Furnishing and installation of new water pump as required for new evaporative condenser (385 GPM at 2.0 PSIG at evaporative condenser inlet or as required by evaporative condenser manufacture). Pump shall be sized to utilize the existing 5" diameter water supply pipe from the pump to the evaporative condenser. 7. Modifications as required to the existing schedule 40 steel water supply piping system from the remote sump tank to the pump and to the evaporative condenser. 8. Modifications as required to the existing schedule 40 PVC water drain piping system from the evaporative condenser to the remote sump tank. 9. Modifications to existing water tank (existing tank is 5' x 4' x 4'-6" high — field verify). Increase capacity of remote sump tank as required for new evaporative condenser. 10. Electrical work for the Project including but not limited to furnishing and installation of VFD for the new evaporative condenser fan, new water pump, modifications to remote sump water level control, and remote sump make-up water solenoid valve. 11. Structural engineering and structural modifications as required to the existing roof curbs / structural system required for the new evaporative condenser. An Equal Opportunity Employer City of Eden Prairie Community Center Rink 2 and 3 2017 Evaporative Condenser Replacement 12. Roofing modifications as required related to the existing roof curbs / structural system required for the new evaporative condenser. 13. Include all costs associated with the Project including but not limited to permits, sales tax, freight and a crane. 14. Start up of the refrigeration system including the new evaporative condenser. Scope of Work Not Included 1. Prior to the start of the Project, the Owner will shut down the refrigeration system and Rinks 2 and 3 will not be in use. Add more detail, work with Dzevad. 2. Painting of piping systems. EVAPORATIVE CONDENSER PART 1: GENERAL A. General: Furnish and install, one (1) factory assembled evaporative condenser of counterflow blow-through design, with single side entry, conforming in all aspects to the specifications. The Evaporative Condenser shall be a Baltimore Aircoil Corporation Model VC1-N315-PM or approved equal. Unit shall operate with a remote water sump and pumps; no water pumps are to be furnished with the unit. B. Capacity (Wet Operation): The evaporative condenser(s) shall be warranted by the manufacturer to have wet operation condensing capacity of 3,000 MBH heat rejection operating with Ammonia (R-717) refrigerant and 95 °F condensing temperature and 78 °F entering wet-bulb temperature. C. Capacity (Dry Operation): The evaporative condenser(s) shall be warranted by the manufacturer to have dry operation condensing capacity of 2,000 MBH heat rejection operating with Ammonia (R-717) refrigerant and 95 °F condensing temperature and 33 °F entering dry-bulb temperature. D. Warranty: The manufacturer's standard equipment warranty shall be for a period of one year from the date of startup or eighteen months from the date of shipment, whichever ends first. The manufacturer shall, in addition, provide a 5-year mechanical drive warranty covering the fans, fan shafts, bearings, sheaves, supports, and fan motors. An additional two years of warranty, for a total of seven (7) years, shall be provided for fan motor(s) when space heaters are field-wired at time of initial installation. E. Factory Testing: Equipment manufacturer shall be capable of testing the operation of the condenser in the manufacturer's own test facility. Test facilities shall be capable of simulating design conditions, including but not limited to design wet-bulb, airflow, refrigerant mass flow rate, refrigerant condensing temperature, and total heat rejection. City of Eden Prairie Community Center Rink 2 and 3 2017 Evaporative Condenser Replacement F. Quality Assurance: The manufacture shall have a Management System certified by an accredited registrar as complying with the requirements of ISO-9001 to ensure consistent quality of products and services. Manufacturers that are not ISO-9001 certified shall provide an additional one-year warranty to the customer at no additional cost. PART 2: PRODUCTS 2.01 Evaporative Condenser Materials and Components A. General: All steel panels and structural elements shall be constructed from heavy-gauge, G-235 hot- dip galvanized steel, with cut edges given a protective coating of zinc-rich compound. 2.02 Coil Casing Assembly A. The evaporative condenser shall include a coil casing section consisting of a refrigerant condensing coil, a spray water distribution system, and drift eliminators as indicated by the manufacturer. 1. The refrigerant condensing coil shall be fabricated of all prime surface steel at the manufacturer's own facility, and hot-dip galvanized after fabrication. a. The refrigerant condensing coil shall be tested at 375 psig (2,687 kPa) air pressure under water. b. The refrigerant condensing coil shall be designed for low pressure drop with sloping tubes for free drainage of liquid refrigerant. c. The refrigerant condensing coil shall be ASME B31.5 compliant and coils shipping into Canada shall be supplied with a CRN. 2. Water shall be distributed evenly over the coil at a minimum flow rate of 4.5 gpm/ft2 to ensure complete wetting of the coil at all times by large-diameter, non-clog, 360° plastic distribution nozzles spaced across the coil face area in Schedule 40 PVC spray branches. Nozzles shall utilize a two-stage diffusion pattern to provide overlapping, umbrella spray patterns that create multiple intersection points with adjacent nozzles. a. Directional nozzles shall not be acceptable. b. Spray branches and nozzles shall be held in place by snap-in rubber grommets, allowing quick removal of individual nozzles or complete branches for cleaning or flushing. c. Nozzles shall have a minimum of 0.25" protrusion inside the spray branches to ensure unimpeded water flow between regular cleanings of the water distribution system. City of Eden Prairie Community Center Rink 2 and 3 2017 Evaporative Condenser Replacement 3. Removable PVC drift eliminators shall be positioned to prevent moisture from leaving the evaporative condenser and incorporate a minimum of three (3) changes in air direction. 2.03 Basin Assembly A. The evaporative condenser shall include a basin assembly consisting of cold water basin with pump assembly and fan assemblies with single side air inlet and integral air plenum. 1. The cold water basin shall include: a drain/clean-out connection; a steel strainer; a corrosion resistant make-up valve; overflow connection; and a water recirculation pump assembly. a. Drain/cleanout connection shall be located in the cold water basin to allow removal of recirculating water. b. Lift-out steel strainer shall be supplied with perforated openings sized smaller than the water distribution nozzle orifices and an integral anti-vortexing hood to prevent air entrainment. c. Corrosion resistant make-up valve shall be supplied with a large diameter plastic float arranged for easy adjustment. d. Overflow connection shall be provided in the cold water basin to protect against recirculating water spillage. e. On installations requiring a remote sump, the evaporative condenser shall be modified to accommodate the use of an independent sump and pump for recirculating water (by others) i. The recirculating water pump, steel strainer, make-up valve, and integral bleed line assemblies shall be omitted from the evaporative condenser scope of supply. ii. The evaporative condenser shall be supplied with a cold water basin outlet sized and located as indicated on the drawings for gravity drain to the remote sump. iii. The water distribution system shall have an operating pressure of 2 psig at the evaporative condenser spray water inlet connection. 2. Air shall enter the evaporative condenser through the centrifugal fan assemblies and integral air plenum. a. Fans and motors shall be located in the dry entering air stream to provide greater reliability and ease of maintenance. City of Eden Prairie Community Center Rink 2 and 3 2017 Evaporative Condenser Replacement b. Fan housings shall have curved inlet rings for efficient air entry and rectangular discharge cowls that extend into the pan to increase fan efficiency and prevent water from entering the fans. c. Fan housings on units more than 8' wide shall be split to facilitate the removal of the fan shaft. d. Fan(s) shall be heavy-duty, centrifugal flow type mounted on a steel shaft with heavy- duty, self-aligning, relubricatable bearings with cast iron housings, designed for a minimum L10 life of 40,000 hours (280,000 hours average life). e. Fan motor(s) shall be totally enclosed fan cooled (TEFC) type, premium efficiency/VFD ready with a 1.15 service factor, suitable for 460 V, 3 phase, 60 Hz electrical service and shall be mounted on an easily adjusted, heavy-duty motor base. Fan motors shall comply with NEMA Standard MG 31, Section IV, Part 31. • SECTION 00550 EPI NO. 17-852 Responsible Contractor Verification Commercial Refrigeration I am an owner or officer of SvEteme,Inc. [name of bidder] ("Bidder"), I hereby verify that Bidder is in compliance with the minimum criteria required of a "responsible contractor" as that term is defined in Minnesota Statutes § 16C.285, subdivision 3, and as explained in the attached document entitled"Responsible Contractor Requirement." I further agree that Bidder has received a signed statement under oath from each subcontractor and motor carrier that Bidder intends to use to perform work on the project verifying that the subcontractor and motor carrier meets the minimum criteria under Minn. Stat. § 16C,285, and that Bidder will furnish such statements to the contracting authority upon request, Bidder intends to retain the following first-tier subcontractors and motor carriers for work on this project; N/A If Bidder is awarded the contract for the project, I further agree that Bidder will submit the attached document entitled "Additional Subcontractor and Motor Carrier List" as required. Signed this 22rtd day of December ,20 17 1*. 41_ By: Mark Rodorigo [p'intedname] CEO [title] of Commercial Refri.e ation[name of bidder] Systems, In . STATE OF MINNESOTA ) ) ss. COUNTY OF St. Louis ) Signed and sworn to before me on December 22 , 2017 , by Mark Rodorigo Victoria Louise Merteh - Wavy -�. . _�cU �° ,I,..���.tcra�, A. O1Notary ':��,• My Comrni�lon ExpiresI31118 Public . ,I I MOM ` ',► Document A310r� - 2010 Bid Bond CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal status and principal place Commercial Refrigeration Systems,Inc. of business)GREAT AMERICAN INSURANCE COMPANY 104 E.Chestnut St. 301 E. Fourth Street Virginia,MN 55792 Cincinnati,OH 45202 OWNER: (Name legal status and address) Thls document has Important City of Eden Prairie legal consequences. 8080 Mitchell Road Consultation with an attorney Eden Prairie,MN 55344 is encouraged with respect to BOND AMOUNT:$ Five Percent of Bid Submitted 5%---- - its completion or modification. Any singular reference to PROJECT: Project No, 17-B52 Contractor,Surety,Owner or (Name, location or address, and Project number,If any) other party shall be considered plural where applicable. Eden Prairie Community Center Evaporative Condenser Replacement 16700 Valley View Road,Eden Prairie,MN 55346 The Contractor and Surety are bound to the Owner in the amount set forth above,for the payment of which the Contractor end Surety bind themselves,thee'heirs,executors, administrators,successors and assigns,jointly and severally,as provided herein.The conditions of this Bond are such that if the Owner accepts the bid of the Contractor within the dine specified in the bid documents,or within such time period as may be agreed to by the Owner and Contractor,and the Contractor either(I)enters into a contract with the Owner in accordance with the terms of such bid,and gives such bond or bonds as may be specified in the bidding or Contract Documents,with a surety admitted in the jurisdiction of the Project and otherwise acceptable to the Owner,for the faithful performance of such Contract and for the prompt payment of labor and material furnished in the prosecution thereof;or(2)pays to the Owner the difference,not to exceed the amount of this Bond, between the amount specified in said bid and such larger amount for which the Owner may in good faith contract with another party to perform the work covered by said bid, then this obligation shall be null and void,otherwise to remain in full force and effect.The Surety hereby waives any notice of an agreement between the Owner and Contractor to extend the time in which the Owner may accept the bid,Waiver of notice by the Surety shall not apply to any extension exceeding sixty(60)days in the aggregate beyond the time for acceptance of bids specified in the bid documents,and the Owner and Contractor shall obtain the Surety's consent for an extension beyond sixty(60)days. if this Bond is issued in connection with a subcontractor's bid to a Contractor,the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor, When this Bond has been furnished to comply with a statutory or other legal requirement in the location of the Project,any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefi'om and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein.When so furnished,the intent is that this Bond shall be construed as a statutory bond and not as a common law bond, • AIA Document A310'"'—2010.Copyright©1963,1970 and 2010 by The American Institute of Architects.All rights reserved.WARNING:This AlA`n • Init. Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this Ate' Document,or any • portion or it,may result in severe civil and criminal penalties,andwlil be prosecuted to the maximum extent possible under the law.This document was produced by AM software at 22:14:26 on 02124/2015 under Order No•1800748942_1 which expires on 0 111 6/2 0 1 8,end is not for resale. User Notes: (1345476917) � E n [ Signed and sealed this 22ndday of , December,2017 Commerci. e r sera' . S stem-, Inc. 1 ',for as Prineipal) (Seal) L•t/l'� �� • (Witness) (Title) .rk Rodorigo,CEO GREAT AMERIC N INSURANCE OM•ANY (Sure/3) f (Seal (Witness) ('1Yf1e) odd McGillivray,Att•may-In-'act ; • • • • • EE Init. AlA Document A3IOTM—2010,Copyright 0 Ale10133,1970 and 2010 by The American Institute of Architects.All rights reserved.WARNING:This ❑occment Is protected by U.S.Copyright Low and International Treaties,Unauthorized reproduction or distribution of this AlA° Document,or any 2 portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law,This document was produced by AIA software at 22:14:25 on 0212 4/20 1 5 under Order No.1500740942_1 which expires on 01/1512016,and is not for resale. User Notes: (1345475917) CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda January 16 , 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Alecia Rose Approval of Pay Equity Report VIII.G. Administration/Human Resources Requested Action Move to: Receive the 2017 Pay Equity Report and approve submittal of the report to the State. Synopsis In 1984, the Minnesota Legislature passed the Local Government Pay Equity Act(LGPEA). This state law requires all public jurisdictions such as cities, counties, and school districts to eliminate any sex-based wage inequities in compensation. The City of Eden Prairie is required to submit a pay equity report every three years to demonstrate compliance with this law. The attached report for 2017, which must be approved by the Council, is due January 31, 2018. Our analysis of the data contained in the report indicates that the City is currently in compliance this law. Attachment Pay Equity Report Pay Equity Implementation Report Print Date: 1/9/2018 Part A:Jurisdiction Identification Jurisdiction: CCIen Pr t �,'f.. Jurisdiction Type: C t 4-Li 006() w'Ichc ( R61• Ec vl Prativ e Mtil 553NL� Contact: Ale C RoSe, Phone: (cv z) 141- 35(-i E-Mail: CLrDSe c ke% 19ret'tvI e o o"1 M 1 Jaly150-. (c6i) ( -111'13i ���hn5vn� eclos�(�✓airie , ov'ei Part B: Official Verification 1. The job evaluation system used measured skill,effort 3. An official notice has been posted at: responsibility and working conditions and the same Cy 1 } Ce vy' en}Yu v►Ce._ system was used for all classes of employees. (prominent location) The system used was: (on 5 k I Itt.vt k 51;15 l M informing employees that the Pay Equity Implementation Description: Report has been filed and is available to employees upon —f'rbt S t ki- M AA request. A copy of the notice has been sent to each 1 exclusive representative, if any, and also to the public library. ( u tieC6tavf ()cot- fete4Dr f+eT-1. The report was approved by: 4 11 COI/LA C (governing body) 2. Health Insurance benefits for male and female classes of comparable value have been evaluated and: (chief elected official) 'V1etre, i s C1� trevi(e 0_,n Gyve -feMulc Clu5se5 etre el of AI ci- (title) et, saAvetki fAge Part C: Total Payroll ❑ Checking this box indicates the following: �G 1 vo U�Q'� -signature of chief elected official / -approval by governing body - is the annual payroll for the calendar year just ended all information is complete and accurate,and December 31. -all employees over which the jurisdiction has final budgetary authority are included Date Submitted: Compliance Report Jurisdiction: Eden Prairie Report Year: 2018 8080 Mitchell Road Case: 1 -2017 DATA(Shared(Jur and MMB)) Eden Prairie MN 55344 Contact: Alecia Rose Phone: (952)949-8359 E-Mail: arose@edenprairie.org The statistical analysis, salary range and exceptional service pay test results are shown below. Part I is general information from your pay equity report data. Parts II, Ill and IV give you the test results. For more detail on each test, refer to the Guide to Pay Equity Compliance and Computer Reports. I.GENERAL JOB CLASS INFORMATION Male Female Balanced All Job Classes Classes Classes Classes #Job Classes 77 57 11 145 #Employees 268 94 44 406 Avg. Max Monthly 5,507.71 6,190.15 5,594.63 Pay per employee II.STATISTICAL ANALYSIS TEST A. Underpayment Ratio= 128.31 * Male Female Classes Classes a.#At or above Predicted Pay 51 42 b.#Below Predicted Pay 26 15 c.TOTAL 77 57 d. %Below Predicted Pay 33.77 26.32 (b divided by c=d) *(Result is%of male classes below predicted pay divided by%of female classes below predicted pay.) B. T-test Results Degrees of Freedom (DF)= 360 Value of T= -4.948 a.Avg. duff. in pay from predicted pay for male jobs= ($81) b.Avg.duff. in pay from predicted pay for female jobs= $575 III.SALARY RANGE TEST= 0.00 (Result is A divided by B) A. Avg.#of years to max salary for male jobs= 5.33 B. Avg.#of years to max salary for female jobs= 0.00 IV. EXCEPTIONAL SERVICE PAY TEST= 0.00 (Result is B divided by A) A. %of male classes receiving ESP 5.19 * B. %of female classes receiving ESP 0.00 *(If 20%or less,test result will be 0.00) CITY COUNCIL AGENDA DATE: SECTION: Public Hearings January 16, 2018 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: Community Development/Planning Southview of Eden Prairie IX.A. Janet Jeremiah/Beth Novak-Krebs Requested Action Move to: • Close the Public Hearing; and • Adopt a Resolution amending the Guide Plan from Regional Commercial to High Density Residential on 2.58 acres and amending the Comprehensive Plan text to include a land use category allowing over 40 dwelling units per acre; and • Adopt a Resolution for a Planned Unit Development Concept Review on 2.58 acres; and • Approve the 1st Reading of the Ordinance for Planned Unit Development District Review with waivers and a Zoning District change from Rural to RM-2.5 on 2.58 acres; and • Direct Staff to prepare a Development Agreement incorporating Staff and Commission recommendations and Council conditions Synopsis The proposed project includes a 5-story 116-unit senior residence in the southwest corner of the intersection of Prairie Center Drive and Franlo Road. The building includes independent, assisted living and memory care units. The proposed building faces Franlo Road. There will be underground parking and some surface parking on the east and south sides of the building. The driveway access comes from Franlo Road. The proposal includes a number of indoor and outdoor amenities for the residents such as a theater, fitness center, a library, a salon, a patio area with a trellis, an outdoor seating area, fire pit, grilling area, and a water feature. Background The proposed project has a density of 44 dwelling units per acre and is therefore not consistent with the Comprehensive Plan. In 2016, the City amended the Comprehensive Plan to allow a density up to 40 dwelling units per acre in the High Density Residential Land Use category. As a result, the applicant has requested an amendment to the Comprehensive Plan text to increase the maximum density in the High Density Residential Land Use category from 40 dwelling units per acre to 44 dwelling units per acre. Staff has concerns with this approach and presented an alternative approach to the Planning Commission. The alternative approach supported by and recommended by the Planning Commission is to draft a Residential Land Use category in the Comprehensive Plan that allows densities greater than 40 dwelling units per acre. The Comprehensive Plan currently includes a High Density Residential Land Use category with a density range of 10-40 dwelling units per acre. Given this density range, staff feels the term Medium High Density is a more appropriate term, with the term High Density being more appropriate for densities of 40-75 units per acre. Staff recommends changing the name of the current High Density Residential Land Use category to Medium High Density Residential and using the term High Density Residential for the new land use category. Those properties currently guided High Density Residential would be renamed to Medium High Density Residential with no other changes required. The proposed High Density Residential Land Use category allows densities of 40 to 75 units per acre through the approval of a PUD. A PUD approval is discretionary and it gives the City the ability to discuss the reasonableness of the density of future projects requested under the High Density Residential category. If the amendments are approved, this would be the only property with the High Density Residential designation. Designating any other properties to this category would require a public process. If the amendments are approved, staff recommends guiding the property to High Density Residential. PROPOSED AMENDMENT The Comprehensive Plan includes the following language regarding High Density Residential development in Section 3.2 of the Land Use Chapter. The current High Density Residential Land Use category would be amended as follows and new language would be added to the High Density Residential category as follows: High Medium High Density Residential: This category allows a gross residential density between 6.710 and 40 units per acre. Typical development includes multiple family attached dwelling units that are approved either through conventional platting or a planned unit development. The corresponding zoning district is the RM-2.5 district. Development densities ranging from 17.5 to 40 units per acres may be limited to projects that are reviewed through the planned unit development process, and which are consistent with and further other policies of the comprehensive plans, such as addressing housing needs. High Density Residential: This category allows a gross residential density between 40 and 75 units per acre. Typical development includes multiple family attached dwelling units that are approved through a planned unit development and are consistent with and further other policies of the comprehensive plans, such as addressing housing needs. Preliminary Plat The public hearing for the preliminary plat is being held on January 16. There are ongoing discussions about some of the line work on the preliminary plat between staff, Hennepin County and the developer. In order to provide time to ensure that the preliminary plat is correct and that the final plat is consistent with the preliminary plat, the resolution for the preliminary plat is expected to be brought forward to the Council along with the final plat. Streets and Traffic After the Planning Commission meeting on December 11, 2017, the Engineering Division received some additional information regarding traffic. A traffic study was completed for the proposed development. The traffic study indicates the proposed development is expected to generate 430 new trips during an average weekday, 23 new trips during the a.m. peak hour and 31 new trips during the p.m. peak hour. Based on the study the Prairie Center Drive / Franlo Road and Franlo Road / Site Access intersections operate at overall acceptable operations in the existing and proposed conditions. The traffic study also reviewed the potential for a traffic signal at the Prairie Center Drive / Franlo Road intersection. Based on this review it was determined that a traffic signal would provide the following benefits: • Potential shift in traffic towards Franlo Road and away from the existing Eden Prairie Center signalized intersections resulting in some operational benefits to the existing signalized intersections. • Improved access to Prairie Center Drive for traffic on the south side of Prairie Center Drive as volumes on Prairie Center Drive can make it difficult to cross or make a left turn onto Prairie Center Drive. • Better pedestrian accommodation across Prairie Center Drive However, due to the relatively low side street volumes at Franlo Road and in particular the low side street left turn volumes, traffic signal volume warrants for the Prairie Center Drive / Franlo Road intersection are not projected to be met. In addition, the installation of a traffic signal is not necessary to maintain acceptable traffic operations. Therefore, no traffic signal is planned for this intersection at this time and it is recommended that traffic operations at the intersection continue to be monitored. The applicant is showing right-of-way for Medcom Boulevard. The southern portion of the right-of-way was dedicated when the properties to the south were developed. There are no immediate plans to construct Medcom Boulevard, however dedication of the right-of-way preserves the land for the future construction of the street. The long-term benefit of the Medcom Boulevard extension is to provide local street connectivity and additional access for the properties located to south and east of the Flying Cloud Drive/Prairie Center Drive that are otherwise limited to two unsignalized access points in close proximity to this high volume intersection. Potential catalysts for proceeding with the Medcom Boulevard extension could include: • Increase in traffic on Flying Cloud Drive of approximately 20% or more (daily traffic volumes over 30,000 vehicles per day) which for safety reasons may result in a need to restrict access at the Flying Cloud Drive/Medcom Boulevard intersection. • Higher density redevelopment of the commercial area along Joiner Way resulting in increased traffic demand. • Improvements to the Flying Cloud Drive / Prairie Center Drive intersection potentially requiring access restrictions at the Flying Cloud Drive / Medcom Boulevard and Prairie Center Drive/Joiner Way intersections. Based on a preliminary traffic evaluation it is estimated that the daily traffic volumes on Medcom Boulevard east of Joiner Way would increase from approximately 650 vehicles per day to approximately 3500 vehicles per day with the Medcom Boulevard Extension. Planning Commission Recommendation The Planning Commission voted 6-0 to recommend approval of the project at the December 11, 2017 meeting, subject to the conditions in the staff report. The Planning Commission recommendation included several conditions of approval that were to be addressed before the City Council meeting. City staff and the applicant have been working through those conditions and the majority of them have been addressed. There are still a few minor details that need to be addressed prior to the 2nd reading. These revisions include the following: • Remove the compact car stall. • Increase the tree protection area around tree number 2005. • Relocate some of the proposed Pine trees next to the entrance to the underground parking as the area is overplanted. • Move the Black Hills Spruce underneath some of the balcony areas. • Review the trees identified as tree replacement trees and make sure they add up to no more than 119 caliper inches. At their meeting, the Planning Commission discussed the inclusion of an electric vehicle charging station in the project. The applicant indicated that they would consider including one on this project. The plans as presented do not include an electric vehicle charging station. The 120-Day review period expires on February 16, 2018. Requested Waivers The proponent is requesting to rezone the property to RM-2.5, which allows multi-family developments. A senior living development has characteristics unique from a typical multi- family project. Therefore, the proponent is requesting a number of waivers for the proposed project. The waivers may be reasonable given the unique nature of this project. In exchange for the waivers, the proponent is providing site amenities, a high level of building architecture, and generous landscaping. Following is a list of the waivers being requested: 1. Building height from 45 feet to 67 feet. 2. Building Setback along Medcom right-of-way from 35 feet to 22.3 feet. Building Setback in back corner of the building from 25 feet to 18 feet. 3. Parking Setback along Medcom right-of-way from 35 feet to 10 feet. Parking Setback along Franlo Road from 35 feet to 3 feet. 4. Density from 17.4 units per acre to 44 units per acre. 5. Usable Open Space Per Dwelling Unit from 600 square feet per unit to a total of 14,954 square feet provided or 129 square feet per unit. 6. Tree Replacement from 665 caliper inches to 119 caliper inches. 7. Parking from 232 to 106 spaces and enclosed parking from 116 to 70. 8. Parking stall depth from 19 feet to 18 feet and drive aisle width from 25 feet to 24 feet. Attachments Ordinance Resolution-Guide Plan Change Resolution—PUD Concept Staff Report Guide Plan Map Zoning Map Aerial photo Unapproved Planning Commission Minutes SOUTHVIEW OF EDEN PRAIRIE CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA ORDINANCE NO. -2018-PUD- -2018 AN ORDINANCE OF THE CITY OF EDEN PRAIRIE,MINNESOTA,AMENDING CERTAIN LAND WITHIN A ZONING DISTRICT,AMENDING THE LEGAL DESCRIPTIONS OF LAND IN EACH DISTRICT,AND,ADOPTING BY REFERENCE CITY CODE CHAPTER 1 AND SECTION 11.99 WHICH,AMONG OTHER THINGS, CONTAIN PENALTY PROVISIONS THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, ORDAINS: Section 1. That the land which is the subject of this Ordinance (hereinafter, the "land") is legally described in Exhibit A attached hereto and made a part hereof. Section 2. That action was duly initiated proposing that the land be removed from the Rural Zoning District and placed in the Multi-family RM-2.5 Zoning District_-2018-PUD-_- 2018 (hereinafter "PUD- -2018- ). Section 3. The City Council hereby makes the following findings: A. PUD- -2018- is not in conflict with the goals of the Comprehensive Guide Plan of the City. B. PUD-_-2018- 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-_-2018- are justified by the design of the development described therein. D. PUD- -2018- is of sufficient size, composition, and arrangement that its construction, marketing, and operation is feasible as a complete unit without dependence upon any subsequent unit. Section 4. The land shall be subject to the terms and conditions of that certain Development Agreement dated as of , 2018, entered into between Eden Prairie Senior Living, LLC, and the City of Eden Prairie, (hereinafter"Development Agreement"). The Development Agreement contains the terms and conditions of PUD-_-2018- , and are hereby made a part hereof. Section 5. The proposal is hereby adopted and the land shall be, and hereby is removed from the Rural Zoning District and placed in the Multi-family RM-2.5 Zoning District and shall be included hereafter in the Planned Unit Development_-2018- , 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 16th day of January, 2018, and finally read and adopted and ordered published in summary form as attached hereto at a regular meeting of the City Council of said City on the day of , 2018. ATTEST: Kathleen Porta, City Clerk Nancy Tyra-Lukens, Mayor PUBLISHED in the Eden Prairie News on , 2018. EXHIBIT A PUD Legal Description — Legal Description Before Final Plat Tract A, Registered Land Survey No. 168; and, Tract C, Registered Land Survey No. 913, Hennepin County, Minnesota Tract B, Registered Land Survey No. 913, Hennepin County, Minnesota Legal Description After Final Plat Lot 1, Block 1, Southview Senior Housing CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2018- A RESOLUTION AMENDING THE COMPREHENSIVE MUNICIPAL PLAN WHEREAS,the City of Eden Prairie has prepared and adopted the Comprehensive Municipal Plan("Plan"); and WHEREAS,the Plan has been submitted to the Metropolitan Council for review and comment; and WHEREAS,the proposal of Southview of Eden Prairie by Southview Senior Living LLC is for a Comprehensive Guide Plan Change from Regional Commercial to High Density Residential on 4.58 acres, as legally described on Exhibit A; and WHEREAS,the City proposes to amend the text to rename the High Density Land Use category to Medium High Density and draft new language for the High Density Residential category that allows densities of 40 to 75 dwelling units per acre. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Eden Prairie, Minnesota, hereby adopts the amendment of the Plan based on plans stamped dated January 10, 2018 and the staff report dated December 6, 2017 and Council memo dated January 16, 2018 and subject to Metropolitan Council approval. ADOPTED by the City Council of the City of Eden Prairie this 16th day of January, 2018. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk EXHIBIT A COMPREHENSIVE PLAN AMENDMENT- SOUTHVIEW OF EDEN PRAIRIE Legal Description: Legal Description Before Final Plat Tract A, Registered Land Survey No. 168; and, Tract C, Registered Land Survey No. 913, Hennepin County, Minnesota Tract B, Registered Land Survey No. 913, Hennepin County, Minnesota Legal Description After Final Plat Lot 1, Block 1, Southview Senior Housing CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2018- _ RESOLUTION APPROVING THE PLANNED UNIT DEVELOPMENT CONCEPT OF SOUTHVIEW OF EDEN PRAIRIE FOR SOUTHVIEW SENIOR COMMUNITIES WHEREAS,the City of Eden Prairie has by virtue of City Code provided for the Planned Unit Development(PUD) Concept of certain areas located within the City; and WHEREAS, the Planning Commission did conduct a public hearing on December 11, 2018 on Southview of Eden Prairie by Southview Senior Communities and considered their request for approval of the PUD Concept plan and recommended approval of the request to the City Council; and WHEREAS,the City Council did consider the request on January 16, 2018. NOW, THEREFORE, BE IT RESOLVED by the City Council of Eden Prairie, Minnesota, as follows: 1. Southview of Eden Prairie being in Hennepin County, Minnesota, legally described as outlined in Exhibit A, is attached hereto and made a part hereof ("Property"). 2. That the City Council does grant PUD Concept approval as outlined in the plans stamp dated January 10, 2018. 3. That the PUD Concept meets the recommendations of the Planning Commission dated December 11, 2017. ADOPTED by the City Council of the City of Eden Prairie this 16th day of January, 2018. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk EXHIBIT A PUD Concept- Southview of Eden Prairie Legal Description: Legal Description Before Final Plat Tract A, Registered Land Survey No. 168; and, Tract C, Registered Land Survey No. 913, Hennepin County, Minnesota Tract B, Registered Land Survey No. 913, Hennepin County, Minnesota Legal Description After Final Plat Lot 1, Block 1, Southview Senior Housing STAFF REPORT TO: Planning Commission FROM: Beth Novak-Krebs, Senior Planner DATE: December 6, 2017 PROJECT: Southview of Eden Prairie LOCATION: 8460, 8470, 8480 Franlo Road APPLICANT: Southview Senior Communities OWNERS: Marianus Scotus, LLC and Robert C. and Condit B. Bouten 120-DAY REVIEW: REQUEST: 1. Guide Plan Change from Regional Commercial to High Density Residential on 2.58 acres. 2. Guide Plan Text Change to Increase the Maximum Density in the High Density Residential Land Use Category from 40 Units per Acre to 43 Units Per Acre. 3. Planned Unit Development Concept Review on 2.58 acres 4. Planned Unit Development District Review with waivers on 2.58 5. Zoning District Change from Rural to RM-2.5 on 2.58 acres 6. Site Plan Review on 2.58 acres 7. Preliminary Plat of three lots into one lot on 2.58 acres BACKGROUND The applicant is proposing to construct a 116-unit senior living residence at the southwest corner of the intersection of Prairie Center Drive and Franlo Road. The property consists of 3 parcels totaling 2.58 acres. Franlo Road borders the property on the east,Medcom Blvd.right-of-way borders it on the south, and commercial development borders the property on the west and north. The applicant intends to request that the City vacate a portion of the Franlo Road right-of-way which would increase the size of the parcel to approximately 2.68 acres.Because the vacation process has not yet occurred, this report will reference a 2.58 acre site. The final acreage will be determined once the right-of-way is vacated. There are commercial uses to the west and north,residential uses to the south, and the library to the east. There is an existing house and shed on the site,which will be demolished. The site is heavily wooded and slopes down from the south to the north with fairly substantial grades. The applicant is proposing a five-story building that will include independent living, assisted, and memory care units. The front of the building faces Franlo Road. Staff Report—Southview of Eden Prairie December 6, 2017 The property is served by an existing sidewalk system. It is proximate to retail,restaurants,health care services,the library and other amenities that are within walking distance.The property is located between two SouthWest Transit bus stops on Prairie Center Drive. SITE PLAN The main entrance to the building will face Franlo Road. There will be a drop off area at the main entrance with a canopy over the drive. Along with underground parking, there would be some surface parking on the east and south sides of the building with one access point from Franlo Road near the southeast corner of the site.At such time that Medcom Blvd.is constructed,the access to the subject site will be relocated so that access comes from Medcom Blvd.rather than Franlo Road.Due to the topography,there will be a number of retaining walls on the site. The site includes an outdoor patio with a trellis, raised planters with seating, a water feature, grilling area, fire pit, and several patio areas providing for outdoor recreational/useable areas. PLANNED UNIT DEVELOPMENT WAIVERS The purpose of a Planned Unit Development(PUD) as stated in the City Code is to provide for a more creative and efficient approach to the use of land within the City; to allow variety in the types of environment available to people and distribution of overall density of population and intensity of land use where desirable and feasible; and provide for greater creativity and flexibility in environmental design. As a part of the PUD process,the applicant is seeking waivers to City Code requirements as outlined below. 1. Building height from 45 feet to 67 feet. The building is 5 stories. The tallest portions of the building are 66 feet 8 5/8 inches. The constraints posed by the size and topography of the site limit the size of the building footprint so adding stories is one way to increase the building size.A five story building is not out of character in this area, because it sits low on the site and some of the adjacent buildings are built on higher ground. 2. Building Setback along Medcom right-of-way from 35 feet to 22 feet. The plan includes right-of-way for Medcom Blvd,which means the south part of the property requires a building setback of 35 feet. The closest point of the building to the right-of-way is 22 feet. Approval of the waiver allows for dedication of the right-of-way and leaving reasonable space to locate the building. 3. Building Setback in back corner of the building from 25 feet to 18 feet. Due to the shape of the site and the bend in the building,the back corner of the building is 18 feet from the property line rather than 25 feet. Less than 30 feet of the back of the building is in the setback area with the majority of the building meeting the setback.A waiver allows the 2 Staff Report—Southview of Eden Prairie December 6, 2017 building to be placed further back on the site to allow for parking between the building and the street. 4. Parking Setback along Medcom right-of-way from 35 feet to 10 feet. Parking areas along a street and right-of-way must meet the required building setback. The parking lot gets as close as 6.5 feet from the Medcom Blvd.right-of-way. The waiver allows the surface parking to be located on the front side of the building near the access to the site and the entrance to the underground parking. To allow for the future constructability of Medcom Blvd., any parking stall or drive aisle shall be set back 10 feet from the Medcom Boulevard right-of-way. 5. Parking Setback along Franlo Road from 35 feet to 3 feet. Parking areas must meet the building setback. In this area, the closest point between the corner of the parking lot and Franlo Road is 3 feet.Beyond this corner,the distance between the parking lot and the property line increases to 35 feet.The waiver allows the placement of some parking closer to the main entrance to the building. 6. Density from 17.4 units per acre to 44 units per acre. The applicant is proposing 116 units. Using the current size of the site (2.58 acres), the density is of 44 units per acre. As mentioned earlier, if the City vacates right-of-way along Franlo Road, the size of the site could increase to approximately 2.68 acres. This would result in a density of 43 units per acre. There are other existing and approved multifamily projects in the area with densities higher than 17.4 units per acre. For example, Summit Place is 27.9 units per acre,Lincoln Parc is 38.5 units per acre,Water Tower is 39.9 units per acre, and the senior component of Presbyterian Homes is 55 units per acre. 7. Usable Open Space Per Dwelling Unit from 600 square feet per unit to a total of 14,954 square feet provided or 129 square feet per unit. City Code requires 600 square feet of usable open space per unit.The proposed plan provides for open space internally in the form of community rooms,commons,a theater,a library,and a fitness center. Outdoor gathering areas are provided in the form of an outdoor patio with a trellis,raised planters with seating, grilling area, fire pit, and patios. These forms of usable open spaces are appropriate for a senior housing project. 8. Tree Replacement from 665 caliper inches to 119 caliper inches. The following numbers are different than those contained in the materials stamp dated 11/21/17. Based on comments provided by staff,the applicant revised the tree inventory and landscape plan and submitted the revisions on 12/05/17.This discussion reflects the revised numbers. The landscaping requirement for the building is 388 caliper inches. The proposed landscaping to meet this requirement is intended to soften the areas immediately adjacent to 3 Staff Report—Southview of Eden Prairie December 6, 2017 the building, create pedestrian scale spaces on the site, screen parking, and soften paved areas. The landscaping plan includes a total of 507 caliper inches of landscaping material. Therefore, the plan provides for an excess of 119 caliper inches. The landscaping plan is appropriate for the site and exceeds the landscaping requirements. The tree replacement requirement for the property is 665 caliper inches. The proposed trees used to meet this requirement are intended to compensate for the loss of significant and heritage trees due to grading and construction on the site. The site has been undeveloped for many years as a result it is a heavily wooded site with a number of heritage and significant trees. The construction of the building will result in the removal of the majority of the trees. Two of the four heritage trees and three of the significant trees will be preserved. The tree replacement plan does not comply with the requirements,therefore,the applicant is requesting a waiver for tree replacement. In the Narrative,the applicant indicates that they are unable to comply with all of the required tree replacement caliper inches due to the amount of tree replacement and the size of the site. If the applicant cannot comply by replacing trees on the site,the City amended City Code to provide for a cash payment option in 2016. The cash payment option was adopted to address situations similar to this where a site has significant tree loss due to grading,the site is intensely developed and compliance by planting trees on the site is difficult. Staff supports compliance with the ordinance requirements through a combination of tree planting and cash payment. Staff recommends applying the 119 caliper inches that exceed the landscaping requirement toward the 665 caliper inches of tree replacement and the applicant paying the cash fee for the remainder. 9. Parking from 232 to 108 spaces and enclosed parking from 116 to 70. There are 70 underground parking spaces and 38 surface parking spaces. This is .93 parking stalls per unit, which is consistent with other similar senior facilities. Senior facilities of this nature do not utilize the number of parking stalls required in traditional RM-2.5 district development. There will be bicycle parking on site for staff and visitors. The applicant provided parking information supporting this parking demand to show that it works for their business needs. 4 Staff Report—Southview of Eden Prairie December 6, 2017 The following table includes a density and parking comparison for other projects. Project Name Housing Type Density Parking Martin Blu Multi-Family 61.83 2.0 to 1.06/unit Summit Place Senior 27.9 2.0 to 0.7/unit Lincoln Parc Multi-Family 38.5 NA Water Tower Multi-Family 39.9 NA Rolling Hills Senior 20.95 2.0 to 1.0/unit Presbyterian Homes Senior Component 55 units/acre for Bldgs. 2.0 to 0.8 /unit for senior C &D component Real Life Co-op Senior 26 2.0 to 1.5 Prairie Bluffs Senior Senior 29.1 2.0 to .8/unit Living 10. Parking stall depth from 19 feet to 18 feet and drive aisle width from 25 feet to 24 feet. The ordinance requires parking stalls to be 9 feet wide by 19 feet deep and drive aisles to be 25 feet wide. In order to maximize space, the applicant is requesting to reduce the parking stall depth by one foot and the drive aisle width by one foot.These requested dimensions are reasonable. These are standards that the City has approved in other projects and they have been found to function well. LANDSCAPE PLAN The landscaping required for the building is 388 caliper inches. The landscaping plan includes a total of 507 caliper inches of landscaping material. The proposed landscaping plan for the site is robust.In addition to the trees,the applicant is proposing shrubs and perennials along parking lots as screening,along the building foundation to enhance the appeal of the building,along the sidewalks, patios,and seating areas to enhance the resident's experience of these outdoor spaces.The applicant is providing trees that exceed the minimum size requirements. SIDEWALKS The site is located in an area with pedestrian connections to the Eden Prairie Center, restaurants, shopping and other services.There is an existing sidewalk along both sides of Prairie Center Drive, on both sides of the mall entrance north of Prairie Center Drive and along the east side of Franlo Road south of Prairie Center Drive.The applicant is proposing to install a public sidewalk along the west side of Franlo Road from the proposed driveway entrance to Prairie Center Drive. In order to avoid impacting a landscape feature near the corner of Prairie Center Drive and Franlo Road, the sidewalk curves to the west resulting in a portion of the public sidewalk on private property. Staff is recommending that the applicant adjust the property line so the sidewalk is entirely within the right- of-way. This eliminates the need for an easement. 5 Staff Report—Southview of Eden Prairie December 6, 2017 TRAFFIC AND STREETS A traffic study was completed for the proposed development.The traffic study indicates the proposed development is expected to generate 430 new trips during an average weekday,23 new trips during the a.m. peak hour and 31 new trips during the p.m. peak hour. Based on the study all of the study intersections operate at overall acceptable operations in the existing and proposed conditions. The traffic study also reviewed the potential for a traffic signal at Prairie Center Drive and Franlo Road. The conclusion of this review was that while a traffic signal at this location would provide access and operational benefits, the warrants for its installation are not projected to be met and its installation is not necessary to maintain acceptable traffic operations. Therefore,no traffic signal is planned for this intersection at this time. The applicant is showing right-of-way for Medcom Blvd. The southern portion of the right—of-way was dedicated when the properties to the south were developed. There are no plans to construct the street at this time.Dedication of the right-of-way reserves the land for the future construction of the street. The current plan shows the parking lot as close as 6.5 feet from the Medcom Blvd.right-of-way. A minimum setback of 10 feet from the Medcom Blvd.right-of-way to any parking stall or drive aisle should be provided to allow for some separation between private and public infrastructure in the to allow for the future constructability of Medcom Boulevard. In addition the plat should include a 5 foot drainage and utility easement along the Medcom Blvd.right-of-way. The site layout will have to be adjusted to include the easement and the setback. DRAINAGE The applicant is proposing to construct an underground infiltration system to meet the post construction stormwater requirements of the City of Eden Prairie and the Riley Purgatory Bluff Creek Watershed District. The underground system will be designed to provide water quality treatment and volume reduction for the newly created building and parking lot impervious surfaces. The underground system also provides 100-year flood storage to match the existing undeveloped stormwater discharge rates leaving the site. In a Memorandum dated December 4,2017,the Engineering Division identified a number of issues requiring additional detail based on the most recent set of plans. The memo includes comments regarding streets and traffic,the preliminary plat,the grading and drainage plans,the retaining walls, and utilities. Staff recommends that the comments be addressed prior to the project being scheduled for the 1st reading. These comments have been shared with the applicant so they can begin to address them. 6 Staff Report—Southview of Eden Prairie December 6, 2017 LIGHTING The proposed site lighting plan meets City requirements and will be confirmed at the time of building permit issuance. SIGNS All sign permits will require review and approval through the sign permit process. UTILITIES Existing public sanitary sewer and water lines are located within the Franlo Road right-of-way. The project can connect to these public utilities.There is an existing well on the property that will have to be filled and capped according to the appropriate standards. Pursuant to a request from the Fire Department, the applicant is proposing a new fire hydrant on the site. ARCHITECTURAL STANDARDS The proposed plan meets and exceeds the requirements per façade for 75/25%materials. Materials provided that are within the 75% required category include glass, stone, and brick veneer. In addition, the building includes cement fiber board panels and lap siding. Fiber cement siding is considered a class I material in the RM2.5 Zoning District. The building includes a number of recesses and projections,color variations,and material changes. All of these additional architectural details add to the character, quality and appeal of the building and helps offset the number of waivers they are requesting. The front entrance is highly visible and includes a canopy that projects out over the drop off area. The design standards require that the first two stories of a four story or taller structure to be visually distinct from the upper stories.The intent is to emphasize the base of the building and create interest at the lower levels to enhance the pedestrian experience. There are a number of options for meeting this requirement. The first two stories of the proposed building are not visually distinct from the upper stories. Staff recommends that the applicant use other options to create more visual distinction than proposed and meet this requirement. The applicant is proposing a flat roof with roofline variation created by raised sections and a cornice. The flat roof is consistent with the library to the east and the commercial buildings to the west and the north. SUSTAINABLE FEATURES The property is within walking distance of two bus stops, shopping, restaurants, and services and sidewalks provide pedestrian access throughout the area. In addition, the applicant is proposing group outings using a van or bus,which reduces individual trips.Bike racks are proposed for the site. The applicant intends to maximize sustainable efficiency with the building's mechanical and electrical systems and participate in rebate programs. The Landscape Plan includes some native 7 Staff Report—Southview of Eden Prairie December 6, 2017 plantings. NEIGHBORHOOD MEETING The applicant held a neighborhood meeting on September 29,2017. The project narrative includes a summary of the comments heard at the meeting. COMPREHENSIVE PLAN MAP AND TEXT AMENDMENT The Comprehensive Plan guides the property Regional Commercial and the property is currently zoned Rural.The applicant is requesting to amend the Comprehensive Plan to designate the property as High-Density Residential and requesting to rezone the property to RM-2.5. The maximum density allowed in the High Density Residential land use designation is 40 dwelling units per acre, which was approved through a Comprehensive Plan amendment in 2016. The applicant is proposing a density of 44 dwelling units per acre. The applicant has requested a Comprehensive Plan amendment to increase the maximum density in the High Density Residential Land Use category from 40 to 44 dwelling units per acre. The approach of merely amending the maximum density in that land use designation means that it would apply to all existing properties in the City that are guided High Density Residential. An alternative approach is to draft a residential land use category to be added to the Comprehensive Plan providing for a density range of greater than 40 dwelling units per acre through the approval of a PUD. A PUD approval is discretionary and it gives the City the ability to discuss the reasonableness of the density of future projects requested under the new land use designation. If approved, this would be the only property with this new designation. Designating any other properties to this category would require a public process. If drafting a residential land use category is approved, staff recommends guiding the property to that category rather than High Density Residential. If the Planning Commission prefers this approach, staff will draft language consistent with the format and approach of the existing Comprehensive Plan for review prior to City Council. When considering a request for a reguiding of the Comprehensive Plan,the Planning Commission's role is to determine whether the request is consistent with the Comprehensive Plan policies. There are a number of policies in the Comprehensive Plan that support the reguiding of the subject property. The policies most relevant to this reguiding include the following: • create housing for seniors in very close proximity to shopping and services to eliminate the need for car travel whenever possible; • encourage higher density development(single- or multiple family, owner-occupied or rental) on Eden Prairie's remaining undeveloped land, where appropriate; • provide programs and services that meet the needs of all residents, including seniors and other special populations; • promote and encourage lifecycle housing for all ages; 8 Staff Report—Southview of Eden Prairie December 6, 2017 AFFORDABLE HOUSING AND COMPREHENSIVE PLAN The proponent has indicated that they are willing to provide 10% or 12 affordable units in this project. As discussed below, the City Council has adopted goals relating to providing affordable housing units that this development will assist in meeting these goals by providing affordable units. Subject to City Council review and approval, an affordability component will be incorporated as a requirement in the development agreement to be presented to the City Council. There are a number of goals and policies in the City's Comprehensive Plan encouraging elderly housing and affordable housing opportunities within the community. The plan acknowledges that there is a growing demand for affordable housing in the community and seniors are a growing segment of the population which has specific needs including affordable housing. Some of the Comprehensive Plan goals and policies include the following: • encourage the development of housing opportunities for seniors appropriate for the physical/mental changes they experience; multiple unit housing with common indoor/outdoor community areas that encourage inclusion and options that provide services such as nurses visits, dining options and transportation; • encourage independent and assisted living housing for seniors; • encourage elderly and affordable housing throughout the City; • promote and support the development of new affordable housing units to meet the community's share of the regional affordability housing needs as well as the City's goals; • support efforts to develop quality, affordable housing developments that are long lasting, indistinguishable from market rate housing and well-maintained and managed; and, • Ensure that a portion of the City's remaining land and major redevelopment areas, including the Major Center Area and Golden Triangle TOD, are developed as affordable housing. The City has adopted an affordable housing goals range for 2011 to 2020 of 1,198 to 1,843 units. The Plan outlines a number of resources and implementation strategies that can be used to reach the affordable housing goals. STAFF RECOMMENDATION Recommend approval of the following requests: • Guide Plan Text Change to draft a residential land use category providing for a density range of greater than 40 dwelling units per acre. • Guide Plan Map Change from Regional Commercial to the drafted residential land use category on 2.58 acres. • Planned Unit Development Concept Review on 2.58 acres • Planned Unit Development District Review with waivers on 2.58 • Zoning District Change from Rural to RM-2.5 on 2.58 acres • Site Plan Review on 2.58 acres • Preliminary Plat of three lots into one lot on 2.58 acres 9 Staff Report—Southview of Eden Prairie December 6, 2017 In order for the density to comply with the Comprehensive Plan,staff recommends that the Planning Commission support the option of amending the Comprehensive Plan by drafting a residential land use category allowing densities greater than 40 units per acre with the approval of a PUD as discussed in this report rather than supporting the applicant's request for a Guide Plan Text Change to increase the maximum density in the High Density Residential Land Use Category from 40 units per acre to 44 units per acre.The property would then be reguided from Regional Commercial to the drafted residential land use category. This is based on plans stamp dated November 21, 2017 and the following conditions: 1. Approval of the project is conditioned upon the Metropolitan Council approval of a Comprehensive Plan text amendment including language for a residential land use category allowing densities greater than 40 dwelling units per acre and a reguiding of the property from Regional Commercial to the draft residential land use category. 2. Prior to being scheduled for the 1st reading by the City Council, the applicant shall: A. Submit revised plans addressing, to the City's satisfaction, each of the comments included in the Memorandum from the Engineering Division to the Development Review Committee dated December 4, 2017. B. Revise the Site Plan to show any outside mechanicals associated with the kitchen and how they will be screened to the City's satisfaction. C. Revise the Lighting Plan so it is consistent with the revised site layout. Identify any proposed pedestrian scale lighting. D. Revise the Site Plan to show the setback along the furthest property line on the north side as a 25 foot side yard setback. E. Add a note to the Site Plan indicating the clearance height of the canopy over the main entrance into the building. F. Revise the plans to include details of the retaining wall material and the decorative concrete on the plans to the City's satisfaction. G. Revise the Site Plan by adding a dimension for the building, drive aisle and parking lot setback from the Medcom Blvd. right-of-way. H. Revise the Site Plan by adding a dimension for the parking lot to the Franlo Road right-of-way. I. Revise the Preliminary Plat to show a 5 foot drainage and utility easement along the Medcom Blvd. right-of-way. There shall be no encroachments into the drainage and utility easement. J. Continue to work with staff on the Landscape and Tree Replacement and clearly identify on the Landscape Plan which trees are being used to satisfy tree replacement. K. Revise the size of the shrubs on the Landscape Plan to a minimum of#5 container. L. Revise the Landscape Plan by moving the White Pine trees at the back of the building away from the building, moving the two trees in the Franlo Road right-of-way out of 10 Staff Report—Southview of Eden Prairie December 6, 2017 the right-of-way, and moving the two trees that are shown beyond the north property line. M. Revise the Building Elevations by labeling the clearance height of the canopy over the drive in front of the main entrance. N. Revise Plans to provide additional building articulation on the building elevations so the first two stories are more visually distinct to the City's satisfaction. O. Revise the plans to maintain a 10' parking stall and drive aisle setback from Medcom Blvd. 3. Prior to release of the final plat, the applicant shall: A. Sign special assessment agreement for City trunk sewer and water assessment fees. B. Submit an application requesting that the City vacate a portion of the Franlo Road right-of-way. The plans should reflect the final decision. C. Provide copies of legal documents, either in Homeowners Association format or private covenant and agreement format to be approved by the City that shall address the following: • Describe the long term private maintenance or replacement agreement for the retaining walls. • Insertion of Language in the documents that relinquishes the City of Eden Prairie from maintenance or replacement of the retaining walls. 4. Prior to land alteration permit issuance, the applicant shall: A. Submit detailed storm water runoff, wetland,utility, street and erosion control plans for review and approval by the City Engineer. B. Obtain and provide documentation of Watershed District approval. C. Notify the City and Watershed District 48 hours in advance of grading. D. Install erosion control at the grading limits of the property for review and approval by the City. E. The applicant must file an aeronautical study with the FAA for the proposed development including all construction equipment. 5. Prior to building permit issuance for the property, the proponent shall: A. Pay the appropriate cash park fees. B. Meet the tree replacement requirements through replacing 119 caliper inches of trees and making a cash payment for the remaining caliper inches that are required. C. Submit a landscaping letter of credit, or escrow surety equivalent to 150% of the cost of the landscaping. 11 Staff Report—Southview of Eden Prairie December 6, 2017 D. Provide recorded copies of any Home Owner Association documents or private covenants and agreements to the City following recording of the final plat. 6. The following waivers are granted through the PUD for the project as indicated in the plans stamp dated November 21, 2017 A. Building height from 45 feet to 67 feet. B. Building Setback along Medcom right-of-way from 35 feet to 22 feet. C. Building Setback in back corner of the building from 25 feet to 18 feet. D. Parking Setback along Medcom right-of-way from 35 feet to 10 feet. E. Parking Setback along Franlo Road right-of-way from 35 feet to 3 feet. F. Density from 17.4 units per acre to 43 units per acre. G. Usable Open Space Per Dwelling Unit from 600 square feet per unit to a total of 14,954 square feet provided or 129 per unit. H. Parking from 232 to 108 spaces and enclosed parking from 116 to 70. I. Parking stall depth from 19 feet to 18 feet and drive aisle width from 25 feet to 24 feet. 12 Guide Plan Map:Southview of Eden Prairie Address: 8460, 8470, 8480 Franlo Road Eden Prairie, MN 55344 M���` JO y� O c� 1si, \lhil ..1 ev JO O Ov �O �� 1 • e - - :„ AIIIIt4 t# . dr _: A IRIE CENTER 73 m • Pr•ject ' , ow. Sit In : ' y z SHANNON Oa Q Ce II City of Eden Prairie Land Use Guide Plan Map 2000-2030 Rural Residential 0.10 Units/Acre Neighborhood Commercial N Low Density Residential 0-2.5 Units/Acre — Community Commercial StreamsFIR 17.7 Low Density/Public/Open Space - Regional Commercial Principal Arterial —A Minor Arterial - Medium Density residential 2.5-10 Units/Acre ®Town Center '•i . $ +;. ,i —B Minor Arterial DATE Approved 03-19-03 DATE Revised 12-06-06 nMedium Density Residential/Office - Park/Open Space —Major Collector DATE Revised 01-07-05 DATE Revised 03-01-07 DATE Revised 11-07-05 DATE Revised 06-01-07 EDEN I High Density Residential 10-40 Units/Acre Public/Quasi-Public DATE Revised 02-23-06 DATE Revised 10-01-07 Minor Collect or DATE Revised 03-23-06 DATE Revised 03-01-08 nAirport Golf Course DATE Revised 06-23-06 DATE Revised 03-01-09 Office - Church/Cemetary PRAIRIE Y// Office/Industrial Open Water EIVE•WORK•DREAM 2 Office/Public/Open Space Right—Of—Way 340 170 M O ogamm�Me mo1.m_o.„®o�o..o.a, o ..0..340 Feet - Industrial Q CityLimits Zoning Map - Southview of Eden Prairie 8460, 8470, 8480 F ra n l o Road Eden Prairie, MN 55344 ri 1 lior,,, MALL IIS �O V di to • 1 411,N4401440404,4040 "11111"1/ ". pill Project • - . - I ive Site e• • .2 .. ar,... . . .w o , N com „ as IJ.. , ,„ , r ° a r 1 City of Eden Prairie Zoning Map =Rural -Regional Commercial Shoreland Management Classifications N R1-44 One Family-44,000 sf.min. -TC-C I NE I Natural Environment Waters R1-22 One Family-22,000 sf min. -TC-R I RD I Recreational Development Waters R1-13.5 One Family-13,500 sf min. -TC-MU I GD I General Development Waters(Creeks Only) . 1 1 ,f. t R1-9.5 One Family-9,500 sf min. -Industrial Park-2Acre Min, ® 100- Year Floodplain RM-6.5 Multi-Family-6.7 U.P.A.max. ^Industrial Park-5Acre Min. -RM-2.5 Multi-Family-17.4 U.P.A.max.-General Industrial-5 Acre Min. Up dated through approved Ordinances#26-2008 EDEN Office Public Ordinance#33-2001(BFI Addition)approved,but not shown on this map edition PRAIRIE Neighborhood Commercial 1-1 GolfCourse Date:March 1,2009 Community Commercial Water In case of discrepancy related to a toning classitmaaon on this zoning map,the Ordinance tIVE•W0BIC•tlfi EI1M and attached legal description on file at Eden Paine Ciry Center will prevail. -Highway Commercial I Right of Way -Regional Service Commercial DCityLimits 0 0,075 0.15 Miles .wau_...m..=m._..®..g..o.a.,a ..o...,,a,i,m ,..,,mo, Aerial Map: Southview of Eden Prairie Address: 8460, 8470, and 8480 Franlo Road Eden Prairie, Minnesota 55344 .....-4, ,,,,, .v / N. . 0 .4° r ' ,,;,.,. ,. • : - Cod iloi/, ...,.1i7.," ' ,, ,r. _. C - <ff . -.-...,1:-_- .. •• ...' . -- '':: L s 44 „.. Pro j ect Site ill, corn i411 ' 0 90' 8C 360 Fe t I I I 1 I • 1 I I 77 UNAPPROVED MINUTES EDEN PRAIRIE PLANNING COMMISSION MONDAY,DECEMBER 11, 2017 7:00 P.M., CITY CENTER Council Chambers 8080 Mitchell Road COMMISSION MEMBERS: John Kirk, Travis Wuttke, Ann Higgins, Charles Weber, Andrew Pieper, Ed Farr, Mark Freiberg, Michael DeSanctis, Christopher Villarreal CITY STAFF: Julie Klima, City Planner Rod Rue, City Engineer Matt Bourne, Manager of Parks and Natural Resources Julie Krull, Recording Secretary I. CALL THE MEETING TO ORDER Chair Pieper called the meeting to order at 7:00 p.m. II. PLEDGE OF ALLEGIANCE—ROLL CALL DeSanctis, Weber and Wuttke were absent. IIII. APPROVAL OF AGENDA MOTION: Higgins moved, seconded by Kirk, to approve the agenda. Motion carried 6-0. IV. MINUTES A. PLANNING COMMISSION MEETING HELD MONDAY,NOVEMBER 13, 2017 MOTION: Kirk moved, seconded by Higgins, to approve the minutes. Motion carried 6 -0. V. INFORMATIONAL MEETINGS VI. PUBLIC MEETINGS VII. PUBLIC HEARINGS A. SOUTHVIEW OF EDEN PRAIRIE PLANNING COMMISSION MINUTES December 11, 2017 Page 2 Request for: • Guide Plan Change from Regional Commercial to High Density Residential on 2.58 acres • Guide Plan Text Change to increase the maximum density in the High Density Residential Land Use Category from 40 units per acre to 43 units per acre • Planned Unit Development Concept Review on 2.58 acres • Planned Unit Development District Review with waivers on 2.58 acres • Zoning District Change from Rural to RM-2.5 on 2.58 acres • Site Plan Review on 2.58 acres • Preliminary Plat of three lots into one lot Mindy Michael, representing Kaas Wilson Architects presented the proposal. She stated they are proposing to build a 116 unit senior living facility on Franlo Road and Prairie Center Drive. She stated this site has many challenges on it, such as the shape, and topography. They have been working with the City on these issues. She pointed out the only place to enter the site is at a high point on Franlo Road, that is one of the topography issues. The building will be 5 stories high however it sits down low on the site. There will be underground parking. She stated they are requesting a parking waiver and setback waivers. They did complete a revised site plan and have been working with City Staff on this. There are many amenities proposed with the project such as outdoor seating and a library. Ms. Michael utilized the overhead projector to show different elevations of the building and how it compared to other structures around it. She also showed digital photos of the materials and colors that will be used. Chair Pieper asked Klima to review the staff report. Klima utilized the overhead projector to visualize the project. She stated this project was for a 5-story 116 unit structure that consists of assisted, independent and memory care units. There are several PUD waivers requested for this project. The applicant is requesting an amendment to the comprehensive plan regarding high density residential guiding and a text amendment to allow an excess of 40 units per acre for this plan. As an alternative, rather than amending the existing language, Staff proposes a text amendment be drafted that creates a new land use category that would bridge the gap from 40 units per acre currently allowed in High Density Residential and the75 units per acre allowed in the Town Center District. The reasons for this is if the comprehensive plan were to be amended, other properties guided high density residential in the City would have the ability to increase their density. In addition, creating this new land use designation may allow the city to consider other properties appropriate for this new designation. Any development proposals would have to go through the PUD process to allow for this change. This change would allow the City discretion to guide uses. In addition, the project proponent wants to include affordability with this project. They will supply 10% of the units for this. There are several waivers requested; building height, building and parking setbacks, density increase,usable open space requirement, parking stall waiver and tree replacement. What they are proposing for landscaping exceeds requirements of the PLANNING COMMISSION MINUTES December 11, 2017 Page 3 City. This excess will apply to the tree replacement requirements. Rather than grant a waiver for tree replacement staff recommends payment in lieu of tree replacement option be utilized as provided in city code and will have the landscaping account for the discrepancy and they will pay for any additional variance. Staff is recommending approval based on the conditions listed in the staff report. There are conditions that have to be met before this project is reviewed by City Council. Kirk said he likes the higher density land use category and thinks it is a great alternative. Chair Pieper asked when the Comprehensive Plan language was amended. Klima said that the comprehensive plan was amended in 2016 and was based on City Council recommendations. Farr asked if the Medcom Boulevard extension could be discussed because it appears the right-of-way is being reduced in width. He commented if this project does not trigger an extension of Medcom Blvd what would. He also stated the applicant is salvaging some trees in the right-of-way and pointed out they are being counted for tree replacement. Klima said the southern half of Medcom Boulevard right-of-way was provided with townhome development. The addition of the right- of-way would be provided through a development process. Bourne discussed tree replacement on Medcom Boulevard and said the trees would be counted as being saved because they are within the parcel. Farr asked again what would trigger this road to be extended. He suggested if the road is not needed, road right-of-ways need not be discussed. Rue said the Medcom Boulevard extension is really for the area to the west of the project. He pointed out Joiner Way has a 3/4 access and Medcom Boulevard has full access. He stated what makes Medcom Boulevard more plausible for the City is when traffic volumes increase on Flying Cloud Drive and Prairie Center Drive, those access points could be changed; Medcom Boulevard could be changed to a 3/4 access. In the comprehensive plan there is a chance if traffic grows an interchange could be put in at the intersection of Flying Cloud Drive and Prairie Center Drive. At that point Medcom Boulevard and Joiner Way would be a right-in and right-out access. That is when Medcom Boulevard would become beneficial. Villarreal asked at what point in time will a light be required at Franlo Drive and Prairie Center Drive because there seems there will be an increase in activity in that area. Rue said a traffic study was done with the development of Scheels and it was determined the traffic flow would not increase to warrant for the installation of a light. Villarreal said the narrative did a traffic study that included Scheels and asked if that information was shared with the project proponent. Ms. Michael said the City advised them to consult with Speck Consulting, who conducted the Scheels traffic study and she said the information was crossed referenced. Villarreal said in the packet of pictures there was a box for a generator and asked the project proponent to explain what that was for. Ms. Michael stated this was a backup generator for the elevators. Villarreal asked what field source would be PLANNING COMMISSION MINUTES December 11, 2017 Page 4 used for the generator. Ms. Michael said they will probably use natural gas. Villarreal asked if there were plans to include electrical vehicle infrastructure. Ms. Michael said it has not been discussed but they are willing to discuss it. Villarreal asked where the bike parking would be located. Ms. Michael said it should be on the civil plans but she will make sure it is included on the plans submitted to the Council. Villarreal asked if the overhead power lines will be put underground. Ms. Michael confirmed they will be placed underground. Villarreal asked if the infrastructure upgrade would be their responsibility. Ms. Michael said it would be their responsibility. Chair Pieper opened the meeting up for public input. Paul Stafford, of 11931 Tiffany Lane, said he lives up the hill from the library. The back of his house faces Franlo Road. He said he would like to see this project be moved more towards Prairie Center Drive. His other concern is the traffic on Franlo Road. He stated it is very difficult to make a left hand turn on Franlo Road because it is hard to see the traffic coming up the hill. He commented the issue of Medcom Boulevard was cost correct when the discussion was made to not approve the Chick-fil-A project. Rue said it was not the right time to build Medcom Boulevard as it was not needed but maybe in the future when traffic on the other roads increase. Peter Westerhaus, said he was representing Mariana Scotis LLC, a legal entity owning the southern two parcels that are being developed. He stated he and his brother have owned these two parcels for the past 17 years. They are in favor of the developer and Southview Communities in Eden Prairie. He stated he is in favor of the development. Southview is the tenth developer that has come forward to them with their proposal to build on this property. Mr. Westerhaus pointed out there are several issues to the development of the property; the biggest issue is Medcom Boulevard. He stated as a property owner he is concerned with the City's position on Medcom Boulevard. The question he has in regards to this is why the City wants this due to the declining traffic, its environmental impact to the area and to the enormous expense. He is requesting Medcom Boulevard be turned into a walking or biking path for Eden Prairie residents. Orlando Logiland, of 8500 Franlo Road, said his condominium unit faces the property looking north. He commented this is an excellent project and said as far as Medcom Boulevard he does not want that to keep the project from happening. PLANNING COMMISSION MINUTES December 11, 2017 Page 5 Steve Frank, of 8500 Franlo Road, stated he very strongly supports this project. He feels this is the best development for this piece of property. He said he agreed with the last speaker about Medcom Boulevard that it does not hinder the project. Higgins asked if there was any discussion in regards to emergency response vehicles and road access. Klima said through the development review process, comments regarding emergency management have been provided and addressed. Chair Pieper asked Klima to speak about the variances associated with the project. Klima said there are many waivers but they are consistent with what would be expected and what City has previously considered on other senior living project. The zoning district applied to this senior living project is the same as an apartment complex. Staff is comfortable with the waivers. In regards to moving the building more towards Prairie Center Drive, there is not the opportunity of space to bring it forward, due to property line configurations. Chair Pieper asked how soon a traffic light could be installed once Scheels is done and traffic increases. Rue said the mall is not interested in a signal and it is an expensive project, so it would have to go through bids for the approval process. Rue pointed out the City would be monitoring this intersection. Farr asked if it was just vehicle related or the pedestrian cross walk. Rue said there is not enough pedestrian demand there but Staff will take it into consideration. Farr asked if this project would warrant the demand. Rue said because it is a senior facility, there may not be the demand for a pedestrian cross walk. Mr. Stafford said the way the lights are timed and getting onto Prairie Center Drive is not bad but getting to the mall is a challenge. Chair Pieper asked Rue to address parking on Franlo Road. Rue said he was not aware there was parking on Franlo Road, but the City can put up no parking signs. Chair Pieper asked Rue to discuss Medcom Boulevard. Rue said there would have to be a public hearing and funding would have to be established for this project. Freiberg said this project is impressive but very imposing. The height of this project is somewhat of a concern and although the land topography is challenging, it is good to see the neighbors come forward to state they do not mind the project. Klima showed the slide that was previously viewed that showed where the property sits lower than other structures next to them, so the height comparison is fairly equal. Kirk said by being on the Commission for a long time, he realizes the City is not in the development stage but rather the redevelopment stage. What was presented tonight is a good compromise. In regards to Medcom Boulevard, he said Rue explained it thoroughly, that it could be a possibility for the future as demand PLANNING COMMISSION MINUTES December 11, 2017 Page 6 grows. He pointed out there is a demand for senior development so he welcomes this project. Higgins said she has a different outlook. In regards to Medcom Boulevard, it should be looked at differently. The parcel is residential and suggested it be changed to a walking path. Freiberg wanted to thank the developer for affordable housing units. Villarreal said in regards to the stoplight at Franlo Drive, he would like to see this be done sooner than later. He said he is concerned about safety issues. Farr said in regards to the architecture on this project, it is well designed to fit the demographics. He said he is comfortable with the height variance. He stated he likes the use of this project and is in favor of it. In regards to retaining wall, there is a request in the staff report to take into consideration Town Center architecture, Farr said he would like to see that done and to bring it down to grade. He commented for the retaining blocks they can be well decorated and can be textured and field stained. Farr requested the project proponent include this in their plan as he did not see it. In regards to the large retaining blocks, they come in two structural styles; one is the gravity style that does not require lateral geo-grid reinforcement and the other one does. Given the nature of the five-foot drainage and utility easement, Farr said to make sure that is removed from the drawing. He said for the cultured stone,please keep it rendered. For parking, Farr said he would like to see the outside-designated visitors and have enough stalls available especially on the holidays. In regards to the dumpsters, he said he would like to see them pulled into the knuckle of the building. Farr said for density on this project, he appreciates Staff is working on this, but he would like to see units changed to get it down to 40 units per acre, and suggested making two units into one unit. For landscaping, Farr would like to see the large tree numbered 10754 be saved and said the trees by the retaining wall may need to be moved around. In regards to pedestrian circulation, Farr commented this project would trigger some pedestrian safety at Franlo Road and Prairie Center Drive. He said residents are going to want to walk and the sidewalk does not continue south and they will have to walk north by the retail facilities, because of this he is concerned with crossing the road at that location. Chair Pieper commented if the units were reduced to 40 units per acre that would constitute an 11%reduction. Klima said that sounds correct. Farr commented in the staff report Klima wanted to use the lower acreage number before resolved land on Franlo Road. Klima said the higher number of 2.68 acres would occur if vacation request would be made and that has not been made yet. If it were approved the number would be at 43 units per acre. She stated based on the existing three properties it will be 2.58 acres. PLANNING COMMISSION MINUTES December 11, 2017 Page 7 Kirk said he is okay with the density and commented Staff has come up with a good resolution for this. Farr said he was not completely opposed to the density for density sake. Through the administrative process an accidental error in math occurred but he felt it can be resolved. Higgins concurred with Kirk as did Freiberg. Villarreal said he would like to see electrical vehicle charging be included in the project. He would also like an alternative to the natural gas being used for the generator. MOTION: Kirk moved, seconded by Higgins, to close the public hearing. Motion carried 6-0. Chair Pieper asked Farr if he would like to make the condition that exterior parking is only for visitors. Farr asked the project proponent if she wanted to address this. Ms. Michael said the residents and staff will park below the building and outside will be for visitors. MOTION: Kirk moved, seconded by Freiberg to recommend approval of the Southview of Eden Prairie project based on the plans stamp dated November 21, 2017; staff recommendations, the conditions contained in the staff report, and its attachments dated December 6, 2017. Kirk commented that condition 1 in the staff report does support Staff suggestion what the motion represents. Klima concurred. Kirk said the motion made is that we will have the special designation for the higher density above 40 units per acre and seek approval from the Metropolitan Council. Motion carried 6-0. VIII. PLANNERS' REPORT A. 2018 PLANNING COMMISSION WORK PLAN Klima said the first few pages of the work plan are for the by-laws and rules and responsibilities. She suggested the Commissioners review these. She stated the work plan for 2018 will include Comprehensive Plan updates and on-going Code Amendments. Staff is recommending approval of the work plan. Villarreal commented several months ago there was proposed language on sustainability and asked what the status is on that. Klima said it was referenced on the elevated Southwest Station and was approved by the developer. Villarreal asked in regards to the work plan, where can it be talked about changing the way of lifestyle, such as promoting electrical vehicle usage; is there a review process of existing codes. Klima said the City is going through the Comprehensive Plan and there will be an opportunity to discuss that in the implementation process. MOTION: Villarreal moved, seconded by Freiberg, to approve the 20l 8 Work Plan. Motion carried 6-0. PLANNING COMMISSION MINUTES December 11, 2017 Page 8 B. COUNCIL WORKSESSION JANUARY 16, 2018—COMMISSION WORK PLAN Klima said all of the Commissioners are invited to attend the Council Work Session. C. 2018 MEETING SCHEDULE Klima pointed out there are two conflicts for the Planning Commission meetings in 2018. The first one is Memorial Day and the second one is Veteran's Day. The alternative dates are Tuesday, May 29, 2018 and Monday,November 19, 2018. IX. MEMBERS' REPORT X. CONTINUING BUSINESS XI. NEW BUSINESS XII. ADJOURNMENT MOTION: Farr moved, seconded by Higgins, to adjourn the Planning Commission meeting. Motion carried 6-0. Chair Pieper adjourned the meeting at 8:44 p.m. CITY COUNCIL AGENDA DATE: SECTION: Payment of Claims January 16, 2018 DEPARTMENT /DIVISION: ITEM DESCRIPTION: ITEM NO.: Sue Kotchevar, Office of the City Payment of Claims X. Manager/Finance Requested Action Move to: Approve the Payment of Claims as submitted(roll call vote) Synopsis Checks 257995 - 258224 Wire Transfers 1018809 - 1018897 Wire Transfers 6404 - 6431 Purchasing Card 6417 City of Eden Prairie Council Check Summary 1/16/2018 Division Amount Division Amount 13,791 308 E-911 1,192 100 City Manager 8,530 309 DWI Forfeiture 561 101 Legislative 12,139 314 Special Investigations 1,500 102 Legal Counsel 39,218 315 Economic Development 6,194 110 City Clerk 12,535 445 Cable PEG 1,079 111 Customer Service 3,832 509 CIP Fund 492,798 112 Human Resources 15 513 CIP Pavement Management 4,217 113 Communications 600 522 Improvement Projects 2006 9,558 114 Benefits&Training 1,800 529 Shady Oak Rd-CR 61 South 2,402 130 Assessing 28 531 Eden Prairie Road 383 131 Finance 257 532 EP Road Connect Flying Cloud 12,469 132 Housing and Community Services 9,089 804 100 Year History 104 133 Planning 13 Total Capital Projects Fund 532,458 136 Public Safety Communications 1,551 137 Economic Development 20 601 Prairie Village Liquor 91,878 138 Community Development Admin. 99 602 Den Road Liquor 149,543 150 Park Administration 125 603 Prairie View Liquor 102,379 151 Park Maintenance 16,190 605 Den Road Building 4,231 153 Organized Athletics 149 701 Water Enterprise Fund 431,804 154 Community Center 61,135 702 Wastewater Enterprise Fund 450,765 156 Youth Programs 6,727 703 Stormwater Enterprise Fund 5,081 158 Senior Center 1,287 Total Enterprise Fund 1,235,680 159 Recreation Administration 1,131 160 Therapeutic Recreation 20 802 494 Commuter Services 11,972 162 Arts 627 803 Escrow Fund 3,434 163 Outdoor Center 446 807 Benefits Fund 818,309 168 Arts Center 3,153 812 Fleet Internal Service 37,160 180 Police 72,822 813 IT Internal Service 76,090 184 Fire 1,012,426 815 Facilites Operating ISF 12,340 186 Inspections 1,136 816 Facilites City Center ISF 19,792 200 Engineering 7,400 817 Facilites Comm.Center ISF 29,672 201 Street Maintenance 38,585 Total Internal Svc/Agency Fund 1,008,770 Total General Fund 1,326,876 Report Total 5,546,802 301 CDBG 12,299 303 Cemetary Operation 350 312 Recycle Rebate 2,772 Total Special Revenue Fund 15,421 434 2008A Capital Equipment Notes 7,100 435 2008B G.O.Improvement Bonds 61,875 437 G.O.Perm.Improv.2010A 88,680 439 G.O.Refunding Bonds 2011C 730,843 440 GO Perm Impr Ref Bonds 2011D 171,869 441 2012A G.O.Refunding Bonds 88,528 442 2012B G.O.Refund Capital Imp 278,703 Total Debt Service Fund 1,427,598 City of Eden Prairie Council Check Register by GL 1/16/2018 Check# Amount Supplier/Explanation Account Description Business Unit Comments 6419 1,098,074 WELLS FARGO BANK MINNESOTA NA Interest 2012B GO Refund Capital Improv Well Fargo Bond Pymt Dec 2017 6431 981,026 EDEN PRAIRIE FIREFIGHTER'S RELIEF ASSOC Fire Relief Pension Payment Fire Firefighter relief pension pymt 6409 824,424 WELLS FARGO BANK MINNESOTA NA Interest Wastewater Enterprise Fund Well Fargo Debt pymt Dec 2017 258075 348,871 METROPOLITAN COUNCIL ENVIRONMENTAL SERVI MCES User Fee Wastewater Enterprise Fund Wastewater Fee Jan 2018 1018897 276,073 ODESA II LLC Improvements to Land Capital Maint.&Reinvestment 16101 Riley Lake 6413 271,881 ULTIMATE SOFTWARE GROUP,THE Federal Taxes Withheld Health and Benefits Payroll taxes PR period ending 12.22.17 258050 260,350 HEALTHPARTNERS Prepaid Expenses Health and Benefits Premiums Jan 2018 6411 185,239 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION PERA Health and Benefits PERA PR period ending 12.08.17 1018886 133,211 MOTOROLA Other Assets Capital Maint.&Reinvestment Motorola radio purchase FIRE 258181 50,995 MOBILE PRO SYSTEMS Machinery&Equipment Capital Maint.&Reinvestment 1018809 41,795 GREGERSON ROSOW JOHNSON&NILAN LTD Legal Rehab 6417 39,584 US BANK Other Revenue Police 258109 36,759 VERMONT SYSTEMS,INC Software Maintenance IT Operating 1018874 32,117 CENTERPOINT ENERGY Gas Water Treatment 1018890 29,925 SRF CONSULTING GROUP INC Design&Engineering EP Rd Connect to Flying Cloud 1018892 29,350 STREICHERS Clothing&Uniforms Police 258168 28,393 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie Village Liquor Store 258066 27,740 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie View Liquor Store 258095 26,754 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Prairie Village Liquor Store 6420 22,459 EMPOWER Deferred Compensation Health and Benefits 258208 22,314 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Prairie View Liquor Store 6414 20,765 ICMA RETIREMENT TRUST-457 Deferred Compensation Health and Benefits 258194 19,063 PRAIRIE PARTNERS SIX LLP Waste Disposal Prairie Village Liquor Store 6408 19,029 SELECT ACCOUNT Other Deductions Health and Benefits 6427 18,819 RADIANT SYSTEMS Bank and Service Charges Prairie View Liquor Store 1018833 17,896 HANSEN THORP PELLINEN OLSON Design&Engineering Capital Maint.&Reinvestment 258074 17,565 MANSFIELD OIL COMPANY Motor Fuels Fleet Operating 258064 16,694 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie View Liquor Store 258201 16,472 PUSH PEDAL PULL Capital Under$25,000 Fitness Center 258219 16,050 TYLER TECHNOLOGIES INC Software IT Capital 258096 15,878 SPIRIT APPAREL AND STUFF Retention Program Community Center Admin 1018888 15,277 PRAIRIE ELECTRIC COMPANY Contract Svcs-Electrical Traffic Signals 258196 14,683 PRAIRIEVIEW RETAIL LLC Building Rental Prairie View Liquor Store 258129 14,592 BREAKTHRU BEVERAGE MINNESOTA BEER LLC Liquor Product Received Prairie View Liquor Store 258082 14,302 NOKOMIS SHOE SHOP Clothing&Uniforms Park Maintenance 258088 14,142 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie View Liquor Store 6418 13,781 LIFE INSURANCE COMPANY OF NORTH AMERICA Life Insurance EE/ER Health and Benefits 6407 11,972 I-494 CORRIDOR COMMISSION Deposits 494 Corridor Commission 258011 11,962 BREAKTHRU BEVERAGE MINNESOTA WINE&SPIR Liquor Product Received Prairie View Liquor Store 258132 11,810 CAPITOL BEVERAGE SALES LP Liquor Product Received Prairie Village Liquor Store 6422 11,685 US BANK-CREDIT CARD MERCHANT ONLY Bank and Service Charges Finance 258037 11,629 FINLEY BROS INC Other Contracted Services Capital Maint.&Reinvestment 258130 11,474 BREAKTHRU BEVERAGE MINNESOTA WINE&SPIR Liquor Product Received Prairie Village Liquor Store 258167 11,298 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie Village Liquor Store 258183 10,802 NATIONAL LEAGUE OF CITIES Dues&Subscriptions City Council 258117 10,720 M-R SIGN CO INC Signs Traffic Signs Check# Amount Supplier/Explanation Account Description Business Unit Comments 1018814 10,635 CLAREY'S SAFETY EQUIPMENT Equipment Repair&Maint Emergency Preparedness 1018832 9,720 GRAYBAR Equipment Repair&Maint Traffic Signals 258036 9,408 EMBEDDED SYSTEMS INC Equipment Repair&Maint General Fund 258060 9,060 HP INC Computers IT Operating 258185 9,000 O'CONNOR ROBERT L Tuition Reimbursement/School Police 258010 8,924 BREAKTHRU BEVERAGE MINNESOTA BEER LLC Liquor Product Received Prairie View Liquor Store 6421 8,871 SELECT ACCOUNT HSA-Employer Health and Benefits 258199 8,375 PROP Other Contracted Services Housing and Community Service 258191 8,361 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie Village Liquor Store 258110 8,112 VIDEOTRONIX INC Other Assets Community Center Admin 258055 7,826 HENNEPIN COUNTY TREASURER Equipment Repair&Maint Elections 258120 7,755 AMERICAN BLAST AND BULLET RESISTANT Protective Clothing Police 258012 7,745 CAPITOL BEVERAGE SALES LP Liquor Product Received Prairie View Liquor Store 258197 7,400 PROP Refunds CDBG-Public Service 1018869 7,371 A-SCAPE INC Contract Svcs-Snow Removal Fire Station#5 258119 7,212 AIRGAS USA LLC Capital Under$25,000 Fleet Operating 1018884 6,663 METRO SALES INCORPORATED* Equipment Rentals Customer Service 258141 6,589 CORNERHOUSE Other Contracted Services Police 258113 6,002 PROP Deposits Den Road Liquor Store 258122 5,945 ARTISAN BEER COMPANY Liquor Product Received Prairie View Liquor Store 1018865 5,920 VAN PAPER COMPANY Cleaning Supplies Fitness/Conference-Cmty Ctr 1018868 5,466 ADVANCED ENGINEERING&ENVIRONMENTAL SE Other Contracted Services Wastewater Capital 6426 5,305 SELECT ACCOUNT HRA Health and Benefits 1018860 4,683 GREENSIDE INC Contract Svcs-Snow Removal Fire Station#1 258198 4,642 PROP Refunds CDBG-Public Service 258190 4,541 PAUSTIS&SONS COMPANY Liquor Product Received Prairie View Liquor Store 258180 4,464 MINTAHOE INC Miscellaneous Internal Events 6423 4,451 SAGE PAYMENT SOLUTIONS Bank and Service Charges Wastewater Accounting 6428 4,439 AMERICAN EXPRESS Bank and Service Charges Prairie View Liquor Store 258087 4,022 PAUSTIS&SONS COMPANY Liquor Product Received Prairie View Liquor Store 258143 3,983 DEPT OF EMPLOYMENT/ECONOMIC DEVELOPMENT Interest Economic Development Fund 258111 3,951 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store 1018842 3,949 ST CROIX RECREATION FUN PLAYGRAOUNDS INC Equipment Repair&Maint Round Lake 258136 3,762 CARVER COUNTY LICENSE CENTER Autos Fleet-Fire 258067 3,750 KEEPRS INC. Protective Clothing Fire 258149 3,713 EDEN PRAIRIE HOCKEY ASSOCIATION Other Contracted Services Ice Operations 258184 3,589 NATIONAL MARTIAL ARTS ASSOCIATION,INC Instructor Service Lesson Skills Development 258163 3,552 HOHENSTEINS INC Liquor Product Received Prairie View Liquor Store 1018881 3,514 HORIZON COMMERCIAL POOL SUPPLY Supplies-Pool Pool Maintenance 258001 3,480 ARTISAN BEER COMPANY Liquor Product Received Prairie View Liquor Store 258045 3,470 GOODPOINT TECHNOLOGY INC Other Contracted Services IT Operating 258216 3,430 THYMES TWO INC Contract Svcs-Lawn Maint City Hall-CAM 1018848 3,405 WALL TRENDS INC Contract Svcs-Gen.Bldg Economic Development Fund 1018891 3,270 ST CROIX ENVIRONMENTAL INC OCS-Well Field Mgmt Water Supply(Wells) 258112 3,240 GOODPOINT TECHNOLOGY INC Software Maintenance IT Operating 1018824 3,157 VINOCOPIA Liquor Product Received Prairie View Liquor Store 258156 3,114 FIRE SAFETY USA INC Equipment Parts Fire 258057 3,029 HENNEPIN COUNTY TREASURER Printing Elections 1018851 2,990 XCEL ENERGY Electric Water Supply(Wells) 258182 2,950 MPPOA Dues&Subscriptions Police Check# Amount Supplier/Explanation Account Description Business Unit Comments 258158 2,722 FOTH INFRASTRUCTURE&ENVIRONMENT LLC Other Contracted Services Recycle Rebate 1018858 2,524 CLAREY'S SAFETY EQUIPMENT Safety Supplies Emergency Preparedness 258221 2,385 WINE MERCHANTS INC Liquor Product Received Prairie Village Liquor Store 258131 2,372 BWS HEATING&AIR CONDITIONING Contract Svcs-HVAC City Hall-CAM 258107 2,293 UNIVERSAL ATHLETIC SERVICES INC Operating Supplies Basketball 258059 2,282 HOHENSTEINS INC Liquor Product Received Prairie View Liquor Store 1018826 2,242 YOUNGSTEDTS COLLISION CENTER Equipment Repair&Maint Fleet Operating 258123 2,239 ASPEN MILLS Clothing&Uniforms Fire 258103 2,200 TPC TRAINCO Operating Supplies Traffic Signals 1018866 2,188 VINOCOPIA Liquor Product Received Prairie View Liquor Store 1018867 2,127 WENCK ASSOCIATES INC Design&Engineering Stormwater Capital 258081 2,126 NATIONAL MARTIAL ARTS ASSOCIATION,INC Instructor Service Lesson Skills Development 1018835 2,094 JEFFERSON FIRE&SAFETY INC Protective Clothing Fire 1018896 2,067 XCEL ENERGY Electric Prairie Village Liquor Store 1018872 1,977 BARR ENGINEERING COMPANY Design&Engineering Stormwater Capital 6429 1,973 SELECT ACCOUNT FSA-Dependent Care Health and Benefits 258005 1,956 BERNICK'S WINE Liquor Product Received Prairie View Liquor Store 1018873 1,931 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 258124 1,890 AUTOWASH SYSTEMS INC Repair&Maint.Supplies Police City Center 258062 1,829 INTERNATIONAL UNION OF OPERATING Union Dues Withheld Health and Benefits 258086 1,812 PARK NICOLLET CLINIC Health&Fitness Fire 1018828 1,653 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 258000 1,637 ALLIED GENERATORS Contract Svcs-Fire/Life/Safe Fitness/Conference-Cmty Ctr 258072 1,535 LUPULIN BREWING COMPANY Liquor Product Received Prairie View Liquor Store 258223 1,500 PETTY CASH Miscellaneous Special Investigations 1018827 1,500 ALLDATA Software Fleet Operating 6406 1,478 SELECT ACCOUNT Other Contracted Services Health and Benefits 258065 1,454 JOHN HENRY FOSTER MINNESOTA INC Equipment Repair&Maint Water Treatment 257995 1,427 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION Pension-PERA Health and Benefits 1018895 1,416 WINE COMPANY,THE Liquor Product Received Den Road Liquor Store 1018820 1,413 PARK SUPPLY OF AMERICA INC Supplies-General Bldg Arts Center 6410 1,355 SELECT ACCOUNT FSA-Dependent Care Health and Benefits 1018811 1,349 AMERIPRIDE LINEN&APPAREL SERVICES Clothing&Uniforms Prairie Village Liquor Store 258165 1,325 INNOVATIVE GRAPHICS Operating Supplies Police 1018850 1,262 WINE COMPANY,THE Liquor Product Received Prairie View Liquor Store 258173 1,225 LOGIN/IACP Dues&Subscriptions Police 6430 1,224 FIDELITY SECURITY LIFE INSURANCE CO Vision Plan Health and Benefits 258102 1,157 TEAM LABORATORY CHEMICAL CORPORATION Repair&Maint.Supplies Wastewater Lift Station 1018831 1,079 GRANICUS INC Equipment Repair&Maint Cable PEG 258178 1,052 MINNESOTA PRINT MANAGEMENT LLC Office Supplies Customer Service 1018879 1,051 GRAINGER Equipment Parts Water Metering 258166 1,048 J H LARSON COMPANY Repair&Maint.Supplies Miller Park 1018857 1,022 CARLSTON,BRANDON Clothing&Uniforms Police 258076 1,022 MIDWEST COCA COLA BOTTLING COMPANY Liquor Product Received Prairie View Liquor Store 258127 1,005 BERNICK'S WINE Liquor Product Received Prairie View Liquor Store 258068 1,000 KORTERRA,INC OCS-Leak Detection Utility Operations-General 1018821 998 R&R SPECIALTIES OF WISCONSIN INC Contract Svcs-Ice Rink Ice Arena Maintenance 6405 978 SELECT ACCOUNT FSA-Medical Health and Benefits 258063 943 INTERTECH INC Contract Development IT Operating 258151 920 EDINA,CITY OF Other Contracted Services Communications Check# Amount Supplier/Explanation Account Description Business Unit Comments 258202 885 RAINBOW TREECARE Other Contracted Services Park Maintenance 258210 838 STAPLES ADVANTAGE Office Supplies Customer Service 258176 810 MHSRC/RANGE Tuition Reimbursement/School Police 258083 807 NORTH PINE AGGREGATE,INC Gravel Stormwater Collection 1018852 795 AHO,BRAD Conference/Training City Council 258137 790 CINTAS CORPORATION Safety Supplies Community Center Admin 258101 783 TALKPOINT TECHNOLOGIES INC Equipment Repair&Maint E-911 Program 258008 777 BOUND TREE MEDICAL LLC EMS Supplies-EMS Supplies Fire 258154 775 EPHS Other Contracted Services Ice Operations 1018812 758 BERRY COFFEE COMPANY Merchandise for Resale Concessions 258160 746 GARELICK STEEL CO INC Equipment Parts Fleet Operating 258192 737 PINT,BRIAN Tuition Reimbursement/School Organizational Services 258195 735 PRAIRIE RESTORATIONS INC Other Contracted Services Park Maintenance 258013 723 CASPER,AARON A Conservation Surcharge Escrow 258061 720 INDEED BREWING COMPANY LLC Liquor Product Received Prairie View Liquor Store 258169 707 KEEPRS INC. Clothing&Uniforms Fire 258052 683 HENNEPIN COUNTY I/T DEPT Software Maintenance Public Safety Communications 1018877 680 DAIKIN APPLIED Contract Svcs-HVAC City Hall-CAM 258041 676 FORMS&SYSTEMS OF MINNESOTA Printing Police 258153 659 ENKI BREWING COMPANY INC Liquor Product Received Prairie View Liquor Store 258047 656 GREAT LAKES COCA-COLA DISTRIBUTION Liquor Product Received Den Road Liquor Store 258215 624 SYSCO WESTERN MINNESOTA Merchandise for Resale Concessions 258142 600 COVERTTRACK GROUP Dues&Subscriptions Police 258100 587 SYSCO WESTERN MINNESOTA Merchandise for Resale Concessions 6416 563 PMA FINANCIAL NETWORK INC Bank and Service Charges Wastewater Accounting 258009 560 BOURGET IMPORTS Liquor Product Received Prairie View Liquor Store 258046 554 GRAPE BEGINNINGS Liquor Product Received Prairie Village Liquor Store 258187 538 ORGANIX SOLUTIONS Waste Disposal City Center Operations 258093 535 SHINGOBEE Conservation Surcharge Escrow 258016 516 CLEAR RIVER BEVERAGE CO Liquor Product Received Prairie Village Liquor Store 1018847 516 VISTAR CORPORATION Merchandise for Resale Concessions 1018871 509 ASPEN WASTE SYSTEMS INC. Waste Disposal Utility Operations-General 258177 495 MINNESOTA CHIEFS OF POLICE ASSOC Dues&Subscriptions Police 258203 487 RED BULL DISTRIBUTING COMPANY INC Liquor Product Received Prairie Village Liquor Store 1018859 483 FASTENAL COMPANY Equipment Parts Fleet Operating 258138 473 CLEAR RIVER BEVERAGE CO Liquor Product Received Den Road Liquor Store 1018864 469 RUE,RODNEY Mileage&Parking Engineering 258091 468 RESURRECTION LIFE MINISTRIES Conservation Surcharge Escrow 1018882 464 LANDS END CORPORATE SALES Clothing&Uniforms Police 6412 454 ULTIMATE SOFTWARE GROUP,THE Garnishment Withheld Health and Benefits 258145 450 DOMACE VINO Liquor Product Received Prairie Village Liquor Store 258209 435 SPEEDPRO IMAGING INC Operating Supplies Ice Operations 258014 435 CENTURYLINK Other Broadband Internet E-911 Program 258164 432 INDEED BREWING COMPANY LLC Liquor Product Received Prairie View Liquor Store 258002 407 AXON ENTERPRISE INC Training Supplies Police 258146 397 E A SWEEN COMPANY Merchandise for Resale Concessions 1018834 390 IDENTISYS Equipment Repair&Maint Public Safety Communications 1018861 389 JULIEN KRISTIAN Mileage&Parking Community Center Admin 258133 389 CAPREF EDEN PRAIRIE LLC Building Rental Housing and Community Service 1018841 385 PREMIUM WATERS INC Operating Supplies-Water Fire Check# Amount Supplier/Explanation Account Description Business Unit Comments 1018883 382 MENARDS Repair&Maint. Supplies Street Maintenance 1018849 381 WATSON CO INC,THE Merchandise for Resale Concessions 258099 376 STEVE LUCAS PHOTOGRAPHY Operating Supplies Fire 258212 372 SUNBURST CHEMICALS INC Cleaning Supplies Garden Room Repairs 258006 369 BLUE TARP FINANCIAL INC Small Tools Fleet Operating 258058 365 HENNEPIN TECHNICAL COLLEGE Tuition Reimb-College Core Fire 258186 354 OLSON,ROBERT Mileage&Parking Police 1018880 351 HANSEN THORP PELLINEN OLSON Other Contracted Services Capital Impr/Maint Fixed 258027 350 COSTCO Operating Supplies Concessions 258144 350 DIETHELM,TAMMY L Other Contracted Services Pleasant Hill Cemetery 258115 345 PETTY CASH-POLICE DEPT Operating Supplies Police 1018894 340 WATSON CO INC,THE Merchandise for Resale Concessions 1018817 333 JOHNSON,PHILLIP Clothing&Uniforms Police 1018839 324 PARLEY LAKE WINERY Liquor Product Received Prairie View Liquor Store 258193 321 PRAIRIE LAWN AND GARDEN Landscape Materials/Supp Street Maintenance 1018830 321 EDEN PRAIRIE FIREFIGHTER'S RELIEF ASSOC Union Dues Withheld Health and Benefits 257996 320 SCOTT COUNTY SHERIFF'S OFFICE Deposits Escrow 258114 320 SCOTT COUNTY SHERIFF'S OFFICE Deposits Escrow 1018836 319 METRO SALES INCORPORATED* Equipment Rentals IT Operating 258128 317 BOURGET IMPORTS Liquor Product Received Den Road Liquor Store 258094 314 SMALL LOT MN Liquor Product Received Prairie View Liquor Store 258071 309 LIFELINE INC EMS Supplies-AED Fire 258161 304 GLOBAL EQUIPMENT COMPANY Office Supplies Park Maintenance 6404 303 US BANK-PAYMODE Bank and Service Charges Organizational Services 6425 300 SAGE PAYMENT SOLUTIONS Bank and Service Charges Wastewater Accounting 1018875 298 COMPRESSED AIR CONCEPTS LLLC Contract Svcs-General Bldg Public Works/Parks 1018818 295 KALLIGHER,ANDREA Mileage&Parking Community Center Admin 1018863 289 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 258134 288 CARLOS CREEK WINERY Liquor Product Received Den Road Liquor Store 1018870 284 ASPEN EQUIPMENT CO. Equipment Parts Fleet Operating 1018853 283 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Prairie Village Liquor Store 1018810 279 ACTIVE NETWORK INC,THE Licenses,Taxes,Fees General Fund 258077 265 MINNESOTA FIRE SERVICE CERTIFICATION BOA Dues&Sub-Cert&Licensing Fire 258026 260 COMMUNITY HEALTH CHARITIES OF MINNESOTA United Way Withheld Health and Benefits 258090 254 PROP-DO NOT USE United Way Withheld Health and Benefits 258150 245 EDEN PRAIRIE NOON ROTARY CLUB Dues&Subscriptions Housing and Community Service 258207 242 SOLOVY MICHAEL Rebates Water Conservation 1018816 236 FASTENAL COMPANY Waste Disposal Fleet Operating 258078 218 MINNESOTA TROPHIES&GIFTS Operating Supplies Fire 258021 213 COMCAST Cable TV Fire 258159 209 GAMEFELLER Operating Supplies Park Maintenance 258224 200 ANOKA COUNTY SHERIFF'S DEPT Deposits Escrow 258043 199 G&K SERVICES-MPLS INDUSTRIAL Operating Supplies Park Maintenance 258217 199 TKO WINES,INC Liquor Product Received Prairie View Liquor Store 1018855 188 BRINK,LORI Mileage&Parking Recreation Admin 258213 175 SUPERIOR STRIPING INC Other Contracted Services Economic Development Fund 1018813 171 BUSINESS ESSENTIALS Office Supplies Utility Operations-General 1018815 166 DAILEY DATA&ASSOCIATES Conference/Training Prairie Village Liquor Store 258007 165 BOLD PAULINE Conference/Training Outdoor Center 258015 165 CITY OF SAINT PAUL Tuition Reimbursement/School Police Check# Amount Supplier/Explanation Account Description Business Unit Comments 1018885 158 MN SUPPLY Equipment Repair&Maint Fleet Operating 258044 154 GERTENS Operating Supplies Park Maintenance 258051 150 HEALTHPARTNERS Health&Fitness Fire 258080 150 MORIN PAUL&BARB Rebates Water Conservation 258179 150 MINT CONDITION DETAILING INC Equipment Repair&Maint Fleet Operating 1018846 150 USA SECURITY Maintenance Contracts Water Treatment 1018840 147 PRAIRIE ELECTRIC COMPANY Equipment Repair&Maint Fleet Operating 1018825 146 WICKSTROM,SHERRY BUTCHER Travel Expense City Council 258023 146 COMCAST Equipment Repair&Maint E-911 Program 1018843 143 STERICYCLE INC Other Contracted Services Police 1018862 141 MITTELSTADT,SCOTT Clothing&Uniforms Police 258030 139 DELEGARD TOOL CO Small Tools Fleet Operating 258104 137 TRANSUNION RISK&ALTERNATIVE DATA Other Contracted Services Police 258054 136 HENNEPIN COUNTY RESIDENT&REAL ESTATE Software Maintenance IT Operating 258140 130 COMMUNITY HEALTH CHARITIES OF MINNESOTA United Way Withheld Health and Benefits 258200 127 PROP-DO NOT USE United Way Withheld Health and Benefits 1018822 127 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Prairie Village Liquor Store 258218 125 TRUE FABRICATIONS Liquor Product Received Prairie View Liquor Store 1018844 123 TWIN CITY SEED CO Landscape Materials/Supp Street Maintenance 258171 122 LAW ENFORCEMENT TARGETS Training Supplies Police 258172 120 LETG LLC Dues&Subscriptions Police 258189 119 PAPCO INC Janitor Service City Hall-CAM 258125 118 BAUER BUILT TIRE AND BATTERY Tires Fleet Operating 258222 115 WMCA Conference/Training Administration 258024 112 COMCAST Cable TV Fire 1018854 110 BOUNDLESS NETWORK Clothing&Uniforms Facilities Staff 1018889 108 SPS COMPANIES Repair&Maint. Supplies Richard T.Anderson Cons.Area 1018887 106 NEW FRANCE WINE COMPANY Liquor Product Received Prairie Village Liquor Store 258188 102 OXYGEN SERVICE COMPANY EMS Supplies-Oxygen Supplies Fire 258019 100 COMCAST Cable TV Fire 257999 100 ALATOMA CHRISTINE Rebates Water Conservation 258004 100 BENNETT SUSAN Rebates Water Conservation 258029 100 CUMMINS NPOWER LLC Equipment Repair&Maint Fleet Operating 258040 100 FORMAN SARAH Rebates Water Conservation 258049 100 HAKOBYAN ARTUR Rebates Water Conservation 258069 100 KRAJACIC GREG&JENNIFER Rebates Water Conservation 258073 100 MACHO MARY Rebates Water Conservation 258089 100 POHLEN,JUDITH Rebates Water Conservation 258098 100 STEARNS,BRIAN Rebates Water Conservation 258152 100 ELFSTROM STEVEN Rebates Water Conservation 258170 100 KING MICHAEL Rebates Water Conservation 258205 100 SCW WIM INC Licenses,Taxes,Fees Fitness Classes 258214 100 SWENSON CHRISTINE Rebates Water Conservation 258204 98 ROOTSTOCK WINE COMPANY Liquor Product Received Prairie Village Liquor Store 258084 94 OXYGEN SERVICE COMPANY EMS Supplies-Oxygen Supplies Fire 258056 93 HENNEPIN COUNTY TREASURER Other Contracted Services Elections 258108 92 URBAN GROWLER BREWING COMPANY LLC Liquor Product Received Prairie View Liquor Store 258121 92 APCO INTERNATIONAL Dues&Subscriptions Police 1018876 86 CONCRETE CUTTING&CORING INC Operating Supplies Park Maintenance 258053 83 HENNEPIN COUNTY MEDICAL CENTER EMS Supplies-Oxygen Supplies Fire Check# Amount Supplier/Explanation Account Description Business Unit Comments 1018838 82 NEW FRANCE WINE COMPANY Liquor Product Received Den Road Liquor Store 258034 76 EDEN PRAIRIE COMMUNITY EDUCATION Building Rental Community Band 258105 75 TRI-COUNTY LAW ENFORCEMENT ASSOCIATION Dues&Subscriptions Police 258085 74 PAPCO INC Janitor Service Fitness/Conference-Cmty Ctr 258106 70 UNITED WAY United Way Withheld Health and Benefits 258211 67 SUBURBAN CHEVROLET Equipment Parts Fleet Operating 1018837 66 MOOD MEDIA Other Contracted Services Prairie Village Liquor Store 258162 64 HAGERT CASEY Mileage&Parking Youth Programs Admin 257998 64 440400-NCPERS MINNESOTA PERA Health and Benefits 257997 64 PETTY CASH-EPCC Mileage&Parking Aquatics Admin. 1018819 60 MPX GROUP,THE Printing Police 258031 58 DIRECTV Other Contracted Services Police 1018878 54 GINA MARIAS INC Operating Supplies Reserves 258017 53 COMCAST Other Broadband Internet IT Operating 1018829 51 BOBBY&STEVE'S AUTO WORLD EDEN PRAIRIE Other Contracted Services Police 258155 50 FBI-LEEDA Dues&Subscriptions Police 258035 46 EDEN PRAIRIE FOUNDATION United Way Withheld Health and Benefits 1018845 46 UPS Postage Planning 258025 44 COMCAST Cable TV Fire 258174 44 LUPULIN BREWING COMPANY Liquor Product Received Den Road Liquor Store 258032 42 DREESEN JAMES Rebates Water Conservation 258157 41 FORSLINE JOEL Rebates Water Conservation 258220 35 UNITED WAY United Way Withheld Health and Benefits 258028 32 CUB FOODS EDEN PRAIRIE Operating Supplies Reserves 258003 32 BACAL,AGNIESZKA Operating Supplies Outdoor Center 258097 30 STAPLES ADVANTAGE Office Supplies Customer Service 258116 28 PETTY CASH Operating Supplies Senior Center Admin 258139 27 COMCAST Other Contracted Services Police 258018 27 COMCAST Cable TV Fire 258033 25 EDEN PRAIRIE CHAMBER OF COMMERCE Miscellaneous City Council 258175 25 MACIA Dues&Subscriptions Police 258135 24 CARUTH JENNON AR Utility Water Enterprise Fund 258206 23 SNAP-ON TOOLS Small Tools Fleet Operating 258148 23 EDEN PRAIRIE FOUNDATION United Way Withheld Health and Benefits 258092 21 SCHMID,ARLENE AR Utility Water Enterprise Fund 258147 20 EDEN PRAIRIE CHAMBER OF COMMERCE Miscellaneous Economic Development 258038 19 FIRE SAFETY USA INC Equipment Repair&Maint Fire 258118 18 ABLE HOSE&RUBBER INC Equipment Parts Water Treatment 258126 17 BENT NICHOLAS Deposits Escrow 258020 16 COMCAST Cable TV Fire 258022 16 COMCAST Cable TV Fire 258070 15 LEAGUE OF MINNESOTA CITIES Conference/Training Human Resources 1018856 15 BUSINESS ESSENTIALS Office Supplies Utility Operations-General 258042 14 FUSCO,PAUL J Operating Supplies Outdoor Center 1018823 13 TEKIELA,STAN Operating Supplies Outdoor Center 258048 11 HAASE KRISTIN Cash Over/Short General Fund 258079 10 MINNESOTA VALLEY ELECTRIC COOPERATIVE Electric Riley Creek Woods 258039 6 FLECK JAMIE Operating Supplies Outdoor Center 1018893 5 UPS Postage Planning 5,546,802 Grand Total City of Eden Prairie Purchasing Card Payment Report 1/16/2018 Amount Explanation Vendor Account Description Business Unit 2,961 US-cellular forensic software CELLEBRITE USA CORP Tuition Reimbursement/School Police 2,877 US-Oct 2017 Bldg Surchgs DEPT OF LABOR&INDUSTRY Building Surcharge General Fund 2,657 US-employee recognition HALLMARK Employee Award Internal Events 2,233 US-glass class DELPHI Operating Supplies Arts Center 1,849 US-annual subscription STAR TRIBUNE MEDIA COMPANY Prepaid Expenses General Fund 1,661 US-casual clothing HERO 247 Miscellaneous Police 1,040 US-vetrans breakfast DELI DOUBLE Special Event Fees Senior Center Programs 1,029 US-Oct 2017 Bldg Surchgs DEPT OF LABOR&INDUSTRY Mechanical Surcharge General Fund 952 US-wt rm equip POWER SYSTEMS Operating Supplies Fitness Center 921 US-employee recognition OLYMPIC HILLS CORP Miscellaneous Internal Events 912 US-power banks 4IMPRINT Clothing&Uniforms Ice Operations 750 US-2018 conf MN JUVENILE OFFICERS ASSOCIA Prepaid Expenses General Fund 726 US-printer PLASTICPRINTERS.COM Printing Recreation Admin 653 US-annual maint GUIDANCE SOFTWARE Prepaid Expenses IT Operating 650 US-training FBI-LEEDA Tuition Reimbursement/School Police 630 US-crime tech camera flash AMAZON.COM Capital Under$25,000 Police 629 US-hotel fees WYNDHAM HOTEL Travel Expense Fire 555 US-chairs/bands SILVERSNEAKERS FITNESS PROG]Operating Supplies Fitness Classes 512 US-Nov Les Mills dues SCW WIM INC Licenses,Permits,Taxes,Fees Fitness Classes 495 US-forklift trng-D Rolloff MINNESOTA SAFETY COUNCIL Conference/Training Utility Operations-General 423 US-marvel universe tix XCEL ENERGY CTR Special Event Fees Special Events&Trips 411 US-supplies TARGET Operating Supplies Fire 354 US-ipad for Sackett APPLE.COM Capital Under$25,000 Capital Maint.&Reinvestment 354 US-gateway fees NCR SPECIALTY Bank and Service Charges Den Road Liquor Store 351 US-mouth pieces CMI INC Miscellaneous DWI Forfeiture 325 US-dues IWOMEN Dues&Subscriptions Fire 319 US-alumni luncheon NAF NAF GRILL Operating Supplies Police 301 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 286 US-elections supplies AMAZON.COM Operating Supplies Elections 284 US-fit staff trng food PANERA BREAD Training Supplies Fitness Center 270 US-food BUCA Operating Supplies Fire 264 US-shop tools NORTHERN TOOL&EQUIPMENT Operating Supplies Park Maintenance 258 US-supplies ID WHOLESALER Operating Supplies Community Center Admin 257 US-locate flags BLACKBURN MANUFACTURING Repair&Maint. Supplies Water Distribution 250 US-trng,human rights-M Koivum STATE OF MINNESOTA Conference/Training Housing and Community Service 240 US-schultz reimb on sale ASSOCIATIONREADY LLC Deposits Escrow 232 US-gateway fees NCR SPECIALTY Bank and Service Charges Prairie Village Liquor Store 228 US-dumbells,cahir dolly SILVERSNEAKERS FITNESS PROG]Operating Supplies Fitness Center 220 US-scripts YOUTH PLAYS Operating Supplies Theatre Initiative 220 US-A Rohde retirement gift car HALLMARK Employee Award Organizational Services 217 US-patio heater SAM'S CLUB Operating Supplies Recreation Admin 215 US-council food 26 PIADA CHANHASSEN Miscellaneous City Council Amount Explanation Vendor Account Description Business Unit 212 US-shop tools NORTHERN TOOL&EQUIPMENT Small Tools Park Maintenance 210 US-alco sensors GALLS LLC Miscellaneous DWI Forfeiture 205 US-doorhangers for tree work MINUTEMAN PRESS Legal Notices Publishing Street Maintenance 201 US-bank sery charges PLUG N PAY Bank and Service Charges Community Center Admin 200 US-royalties YOUTH PLAYS Other Contracted Services Theatre Initiative 200 US-U of M job fair PAYPAL INC Employment Advertising Organizational Services 200 US-dispatch-video project AMAZON.COM Equipment Repair&Maint Public Safety Communications 191 US-bank sery charges PLUG N PAY Bank and Service Charges Community Center Admin 180 US-parts AMAZON.COM Equipment Parts Fleet Operating 176 US-Oct 2017 Bldg Surchgs DEPT OF LABOR&INDUSTRY Plumbing Surcharge General Fund 176 US-dispatch-video project AMAZON.COM Equipment Repair&Maint Public Safety Communications 175 US-meals WHICH WICH Tuition Reimbursement/School Police 173 US-gym supplies FRANKLIN SPORTS Operating Supplies Gymnasium(CC) 163 US-gateway fees NCR SPECIALTY Bank and Service Charges Prairie View Liquor Store 162 US-cpr training AMERICAN RED CROSS Conference/Training Pool Operations 159 US-new hire gifts AMAZON.COM Employee Award Organizational Services 156 US-keychains VISTAPRINT.COM Operating Supplies Skating Rinks/Warming Houses 155 US-decorations BROOKSIDE GARDEN CENTER Landscape Materials/Supp Community Center 154 US-award pins PINMART Operating Supplies Police 148 US-Cage targets SIGNSRX Operating Supplies Fitness Center 147 US-meals WHICH WICH Tuition Reimbursement/School Police 146 US-fit staff trng food PANERA BREAD Training Supplies Fitness Classes 142 US-yoga mats YOGAACCESSORIES.COM Capital Under$25,000 Fitness Classes 142 US-quartermaster AMAZON.COM Operating Supplies Police 142 US-bday carts AMAZON.COM Operating Supplies Birthday Parties 142 US-pedestal sign holder DISPLAY AISLE Operating Supplies Prairie View Liquor Store 137 US-employee recognition BYERLYS Miscellaneous Internal Events 133 US-parts SUMMIT RACING Equipment Parts Fleet Operating 124 US-dispatch-video project AMAZON.COM Equipment Repair&Maint Public Safety Communications 122 US-targets LAW ENFORCEMENT TARGETS Training Supplies Police 120 US-work room supplies TARGET Operating Supplies Arts Center 117 US-community center parts AIRGAS SAFETY Other Contracted Services Pool Maintenance 116 US-shop tools HOME DEPOT CREDIT SERVICES Small Tools Park Maintenance 114 US-new hire gifts AMAZON.COM Employee Award Organizational Services 108 US-quartermaster GALLS LLC Operating Supplies Police 107 US-supplies AMAZON.COM Cleaning Supplies Utility Operations-General 106 US-pedestal sign holder DISPLAY AISLE Operating Supplies Prairie Village Liquor Store 102 US-tool repair DEWALT FACTORY Equipment Repair&Maint Water Treatment 101 US-fingerprinting supplies CROSS MATCH Operating Supplies Police 100 US-subscription CARE.COM Dues&Subscriptions Youth Programs Admin 100 US-rinks AMAZON.COM Operating Supplies Skating Rinks/Warming Houses 100 US-shipping UNITED STATES POSTAL SERVICE Operating Supplies Pool Operations 99 US-affordable rental housing s REAL ESTATE SUMMITS Conference/Training Community Development Admin. 99 US-MRPA data trng MINNESOTA RECREATION&PAR]Conference/Training Arts Center 99 US-workshop MINNESOTA RECREATION&PAR]Conference/Training Youth Programs Admin 97 US-batteries/ear plugs AMAZON.COM Operating Supplies Fitness Center Amount Explanation Vendor Account Description Business Unit 94 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 94 US-playcare crafts FUN EXPRESS Operating Supplies Day Care 93 US-silver sneakers chairs SILVERSNEAKERS FITNESS PROG]Equipment Repair&Maint Senior Center Programs 93 US-cleaning supplies MENARDS Cleaning Supplies Utility Operations-General 92 US-Miller park lights MENARDS Operating Supplies Planning&Development 91 US-cables-IT MY CABLE MART Equipment Repair&Maint IT Operating 89 US-M Koivumaki trng REAL ESTATE SUMMITS Conference/Training Housing and Community Service 89 US-elections supplies AMAZON.COM Operating Supplies Elections 85 US-work room supplies HOMEGOODS Operating Supplies Arts Center 84 US-cables MY CABLE MART Equipment Repair&Maint IT Operating 82 US-supplies-café HOCKENBERGS Operating Supplies Concessions 81 US-playcare crafts AMAZON.COM Operating Supplies Day Care 81 US-cpr training AMERICAN RED CROSS Conference/Training Pool Operations 80 US-flash drives for police rep AMAZON.COM Office Supplies Police 80 US-emt cert NATIONAL REGISTRY OF EMTS Dues&Subscriptions Fire 80 US-coffee BLACK RIFLE COFFEE Operating Supplies Fire 74 US-tools MENARDS Small Tools Outdoor Center 73 US-Case-car to airport AMERICAN TOWN CAR SERVICE Travel Expense City Council 73 US-taxi home from airport AMERICAN TOWN CAR SERVICE Travel Expense City Council 73 US-meals SMASHBURGER Tuition Reimbursement/School Police 71 US-Miller park lights HOME DEPOT CREDIT SERVICES Operating Supplies Planning&Development 69 US-playcare supplies AMAZON.COM Operating Supplies Day Care 69 US-elections supplies AMAZON.COM Operating Supplies Elections 68 US-Job posting Mem services LINKEDIN Employment Advertising Organizational Services 66 US-Its supplies LEARN TO SKATE Operating Supplies Ice Operations 65 US-taxi fare TAXI Travel Expense Fire 64 US-tools HOME DEPOT CREDIT SERVICES Small Tools Street Maintenance 64 US-SWAT items LA POLICE GEAR Clothing&Uniforms Police 62 US-elections supplies AMAZON.COM Operating Supplies Elections 60 US-supplies-café HOCKENBERGS Operating Supplies Concessions 60 US-snacks CUB FOODS EDEN PRAIRIE Tuition Reimbursement/School Police 60 US-WIM fees WATER IN MOTION Licenses,Permits,Taxes,Fees Fitness Classes 60 US-props GOODWILL CHANHASSEN Operating Supplies Winter Theatre 58 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 56 US-café food OFFICE DEPOT CREDIT PLAN Merchandise for Resale Concessions 56 US-work room supplies TARGET Operating Supplies Arts Center 55 US-miller batting cage MENARDS Repair&Maint. Supplies Miller Park 55 US-sunshine fund-Brecount TLF BELLADONNA FLORIST Deposits Escrow 54 US-toner AMAZON.COM Process Control Equipment IT Operating 54 US-toner AMAZON.COM Process Control Equipment IT Operating 54 US-cones for pots HOME DEPOT CREDIT SERVICES Landscape Materials/Supp Community Center 52 US-batteries AMAZON.COM Operating Supplies Fitness Center 52 US-parts AMAZON.COM Equipment Parts Fleet Operating 51 US-glass class DELPHI Operating Supplies Arts Center 50 US-table treats TARGET Operating Supplies Internal Events 50 US-facebook ad-solid waste pla FACEBOOK Advertising Recycle Rebate Amount Explanation Vendor Account Description Business Unit 50 US-sunshine fund-J bahr ANIMAL HUMANE SOCIETY Deposits Escrow 50 US-Brad H boiler license DEPT OF LABOR&INDUSTRY Dues&Subscriptions Facilities Staff 50 US-region 18 membership Ficcad PAYPAL INC Prepaid Expenses General Fund 50 US-equip shop work HOME DEPOT CREDIT SERVICES Operating Supplies Park Maintenance 49 US-critter food PETCO Operating Supplies Outdoor Center 48 US-critter food PETCO Operating Supplies Outdoor Center 48 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 46 US-taxi fare JAUNT SERVICES Travel Expense Fire 45 US-drinks BURKE JEANNE Tuition Reimbursement/School Police 45 US-meals PANERA BREAD Tuition Reimbursement/School Police 44 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 44 US-racquets AMAZON.COM Operating Supplies Gymnasium(CC) 42 US-ups AMAZON.COM Computers IT Operating 40 US-saw blades AMAZON.COM Equipment Repair&Maint Senior Center Programs 40 US-art ctr paint kits AMAZON.COM Operating Supplies Arts Center 40 US-laser measure AMAZON.COM Operating Supplies Tree Disease 40 US-fiber patch cables AMAZON.COM Equipment Repair&Maint IT Operating 39 US-elections supplies AMAZON.COM Operating Supplies Elections 39 US-ipad case-James G AMAZON.COM Computers IT Operating 39 US-schultz reimb on sale MINNEAPOLIS HOCKEY OFFICIAL Deposits Escrow 38 US-taxi for conf TAXI Travel Expense City Council 37 US-training PANERA BREAD Training Supplies Police 37 US-bagels for training BRUEGGERS BAGEL Merchandise for Resale Concessions 36 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 36 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 36 US-wine/canvas events AMAZON.COM Operating Supplies Arts Center 35 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 35 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 35 US-supplies CENTRO ONLINE Equipment Parts Fleet Operating 34 US-knife and putty MENARDS Equipment Repair&Maint Water Treatment 33 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 33 US-commission mtg supplies BYERLYS Operating Supplies Arts 32 US-iphone cases PD AMAZON.COM Capital Under$25,000 Capital Maint.&Reinvestment 32 US-iphone cases PD AMAZON.COM Capital Under$25,000 Capital Maint.&Reinvestment 32 US-spigen cases for PD AMAZON.COM Capital Under$25,000 Capital Maint.&Reinvestment 32 US-NLC taxi TAXI Travel Expense Administration 31 US-taxi for conf TAXI Travel Expense City Council 31 US-water reuse HOME DEPOT CREDIT SERVICES Capital Under$25,000 Stormwater Capital 30 US-travel lunch fees GRUMPY'S BAR AND GRILL Travel Expense Senior Center Admin 30 US-boiler lic Dalbec DEPT OF LABOR&INDUSTRY Licenses,Permits,Taxes,Fees Water Treatment 30 US-NLC taxi TAXI Travel Expense Administration 30 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 29 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 29 US-Ipad case for Sackett AMAZON.COM Capital Under$25,000 Capital Maint.&Reinvestment 28 US-training KWIK TRIP STORES Training Supplies Utility Operations-General 28 US-calendar for records staff AMAZON.COM Office Supplies Police Amount Explanation Vendor Account Description Business Unit 28 US-black ink cartridge AMAZON.COM Process Control Equipment IT Operating 28 US-coffee supplies TARGET Operating Supplies Senior Center Programs 28 US-camera charging cable BEST BUY Video&Photo Supplies Assessing 27 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 26 US-quartermaster AMAZON.COM Operating Supplies Police 26 US-calendars for office staff AMAZON.COM Office Supplies Police 25 US-bulbs NAPA AUTO PARTS Equipment Repair&Maint Park Maintenance 25 US-baggage fee DELTA AIR Travel Expense Administration 25 US-baggage fee DELTA AIR Travel Expense Administration 24 US-safety pins AMAZON.COM Operating Supplies Community Center Admin 22 US-office supplies AMAZON.COM Operating Supplies Youth Programs Admin 21 US-alumni luncheon NAF NAF GRILL Operating Supplies Police 21 US-fiber patch cables AMAZON.COM Equipment Repair&Maint IT Operating 21 US-office supplies AMAZON.COM Operating Supplies Youth Programs Admin 20 US-parts AMAZON.COM Equipment Parts Fleet Operating 20 US-club 204 BYERLYS Operating Supplies New Adaptive 20 US-2018 winter show PAYPAL INC Operating Supplies Winter Theatre 20 US-epermit web security PAYPAL INC Equipment Repair&Maint IT Operating 19 US-raptor care MIKES FALCONRY SUPPLIES Operating Supplies Outdoor Center 19 US-arts admin supplies MICHAELS-THE ARTS&CRAFTS Operating Supplies Arts 18 US-tableclothes PARTY CITY Special Event Fees Senior Center Programs 18 US-fiber patch cables AMAZON.COM Equipment Repair&Maint IT Operating 17 US-miller batting cage MENARDS Repair&Maint. Supplies Miller Park 17 US-dkv trng-T Robinson EVENTBRITE Conference/Training Finance 16 US-music for classes SPOTIFY Operating Supplies Pool Operations 16 US-work room supplies HOMEGOODS Operating Supplies Arts Center 16 US-computer storage BEST BUY Equipment Repair&Maint Public Safety Communications 16 US-rinks TARGET Operating Supplies Skating Rinks/Warming Houses 16 US-laminating pouches AMAZON.COM Operating Supplies Community Center Admin 15 US-café food SUPER AMERICA Merchandise for Resale Concessions 15 US-café food SUPER AMERICA Merchandise for Resale Concessions 15 US-snacks for street vybe trng HY-VEE INC Operating Supplies Fitness Classes 15 US-shop cutting tsurch NAPA AUTO PARTS Operating Supplies Park Maintenance 14 US-reserve calendar CALENDAR WIZ Operating Supplies Reserves 14 US-critter food CUB FOODS EDEN PRAIRIE Operating Supplies Outdoor Center 14 US-quartermaster AMAZON.COM Operating Supplies Police 13 US-handset AMAZON.COM Operating Supplies IT Telephone 13 US John deere paint MENARDS Equipment Repair&Maint Park Maintenance 13 US-dispatch-video project HAUPPAUGE.COM Equipment Repair&Maint Public Safety Communications 13 US-cleaner spray AMAZON.COM Operating Supplies Fitness Classes 12 US-tree deer protection WALMART COMMUNITY Operating Supplies Park Maintenance 12 US-critter food PETCO Operating Supplies Outdoor Center 11 US-pop/supplies TARGET Operating Supplies Senior Center Admin 10 US-facebook ad FACEBOOK Advertising Prairie Village Liquor Store 10 US-facebook ad FACEBOOK Advertising Den Road Liquor Store 10 US-facebook ad FACEBOOK Advertising Prairie View Liquor Store Amount Explanation Vendor Account Description Business Unit 10 US-cables MY CABLE MART Repair&Maint. Supplies Utility Operations-General 10 US-software ATLASSIAN Other Contracted Services Fire 10 US-employee recognition WALMART COMMUNITY Miscellaneous Internal Events 9 US-door stop HOME DEPOT CREDIT SERVICES Operating Supplies Volleyball 8 US-playcare train AMAZON.COM Operating Supplies Day Care 8 US-iphone screen protectors AMAZON.COM Computers IT Operating 7 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 7 US-envelope moistener AMAZON.COM Office Supplies Police 6 US-christmas lunch-candy canes ALDI Operating Supplies Internal Events 6 US-parking-rec class U OF M PARKING Mileage&Parking Youth Programs Admin 6 US-parking-rec class U OF M PARKING Mileage&Parking Youth Programs Admin 6 US-alcohol wipes AMAZON.COM Miscellaneous IT Operating 6 US-forks for IT AMAZON.COM Miscellaneous IT Operating 6 US-homeward hockey lights MENARDS Repair&Maint. Supplies Homeward Hills Park 5 US-supplies MENARDS Operating Supplies Park Maintenance 3 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 2 US-table covers for fall event DOLLAR TREE STORES,INC. Operating Supplies Internal Events 2 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 1 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 1 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 1 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 1 US-miller batting cage MENARDS Repair&Maint. Supplies Miller Park 1 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 1 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 0.41 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 0.33 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 0.31 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 0.21 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 0.20 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 0.19 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 0.16 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin 0.07 US-Monthly billing NIMBLE SCHEDULE Other Contracted Services Community Center Admin -18 US-refund work room supplies TARGET Operating Supplies Arts Center -25 US-tax refund APPLE.COM Capital Under$25,000 Capital Maint.&Reinvestment -27 US-refund PANERA BREAD Training Supplies Fitness Center -38 US-return MENARDS Operating Supplies Planning&Development -82 US-Oct 2017 Bldg Surchgs DEPT OF LABOR&INDUSTRY Other Revenue General Fund -91 US-refund MY CABLE MART Equipment Repair&Maint IT Operating -375 US-refund hynek BCA Tuition Reimbursement/School Police -3,304 US-purchasing card rebate US BANK Other Revenue General Fund 39,584 Report Total