Loading...
HomeMy WebLinkAboutResolution - HRA 2014-02 - Eden Gardens - Select Developer, Approve Purchase & Sale and Establish Terms & Conditions - 08/19/2014 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE COUNTY OF HENNEPIN STATE OF MINNESOTA H.R.A. RESOLUTION NO. 2014-02 A RESOLUTION SELECTING A DEVELOPER, APPROVING PURCHASE AND SALE OF THE PROJECT AREA AND ESTABLISHING TERMS AND CONDITIONS FOR THE HOUSING DEVELOPMENT PROJECT. BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority ("HRA") in and for the City of Eden Prairie, Minnesota, as follows; RECITALS WHEREAS, pursuant to Minn. Stat. 469.017, the HRA has the authority to complete a housing development project; WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-01 at a duly noticed meeting on August 19, 2014. In H.R.A. Resolution No. 2014-01 the HRA found that there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City and determined to carry out a housing development project to partially alleviate the shortage (the"Project"); WHEREAS, the property on which the Project will be constructed is located at the southwest corner of Eden Prairie Road and Scenic Heights Road as illustrated on attached Exhibit A ("Project Area") and is legally described on attached Exhibit B. WHEREAS, the Project Area is currently owned by the Minnesota Department of Transportation ("MnDOT") and is available for purchase by the HRA to carry out the Project; WHEREAS, the goals for the Project are to increase environmental sustainability/energy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green" measures with 20 of the housing units to be sold to people with moderate incomes; WHEREAS, in order to ensure that the housing development project partially alleviates the shortage of moderate income housing, the HRA in H.R.A. Resolution No. 2014-01 established moderate income and affordability limits for the Project; WHEREAS, the HRA issued a Request for Proposals in order to select a developer to carry out the Project; 1 WHEREAS, the HRA intends to purchase the Project Area from MnDOT and sell the Project Area to the selected developer; WHEREAS, the HRA has held a duly noticed public hearing regarding the purchase and sale of the Project Area on August 19, 2014; NOW THEREFORE, THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE HEREBY RESOLVES AS FOLLOWS: 1. Recitals. All of the Recitals set forth above are incorporated herein. 2. Purchase. The HRA hereby approves the purchase of the Project Area from the MnDOT in order to carry out the Project. 3. Developer. The HRA hereby selects Eden Gardens, LLC (as successor to Homestead Partners, LLC) to carry out the Project based review of all proposals submitted, information provided by Homestead Partners, LLC and the other applicants, and the information provided at the public hearing. Homestead Partners, LLC submitted a proposal that complies with the Request for Proposals; complies with the income and pricing limits established by the HRA; and meets the HRA's goals for the housing development project to increase sustainabilitylenergy efficiency and single family housing affordability. 4. Fair Market Value. The HRA hereby sets the estimated fair market value of the Project Area at $950,000.00, based on the MnDOT 2012 Market Value Summary Appraisal Report issued by Day Group, LLC. 5. Sale. The HRA hereby approves the sale of the Project Area to Eden Gardens, LLC for $950,000.00 in order to carry out the Project. The HRA hereby approves the Purchase Agreement attached hereto as Exhibit C and authorizes the execution of the Purchase Agreement by the appropriate HRA officers. The sale of the Project Area to Eden Gardens, LLC is conditioned on the execution of the Housing Project Agreement between the HRA and Eden Gardens, LLC, attached hereto as Exhibit D. ADOPTED by the Housing and Redevelopment Authority in and for the City of Eden Prairie this 19th day of August, 2014. 4ancy �Yrai-Li`i`kens,—Chhir ATTEST: Rick Getschow, Executive Director 2 CERTIFICATION I, Rick Getschow, Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, County of Hennepin, Minnesota, hereby certify that the foregoing is a true and correct copy of the H.R.A. Resolution No. 2014 — 02 passed by the Authority on the 19th day of August, 2014. Executive Director 3 EXHIBIT A to H.R.A. RESOLUTION 2014-02 Depiction of Project Area 4 EXHIBIT B to H.R.A. RESOLUTION 2014-02 Legal Description of Project Area Parccl I That part of Yact A described below: Tract A.Tltat part of the Somhw est Quarter of Be Southeast Quanx of Section 17,T00%nship 116 Nortlt,Ratite 22 NVest. Hennepin Ci mq4 €yli maom. described as AIfoms: Fleginnint at the southeast corner of said Southwest Quarter ofbe Southeast Quartw dhence north along the east line thereof91.4 feet, thence deflecting right 81 decrees 37 minutes tall seconds a distance of 244 Feet,more or Inc to the centerline of County, Road No. 4.thence northerly along send centerline 1 103 feet, thence "vmedy 182.6 feet, more or less to a point I.018.6 Feet north of Be south Ike of said Southeast Quarter in a line described as beginning,at Be southeast corner of said-Southwest Quarter of the Southeast Quarter of said Section 17,thence west thong the south line thereof 27-1 feel;thence deflecting right 91 degrees 58 minutes 30 seconds a distance of IA18.6 feet: thence south along said line 1.0181 feet to south line thereof: thence cast alone said south line 27-1 feet to point of beginning: excepting therefrenn said Count) Read No. 4l t+hich hes southerly of line I described bclm: Line I_ Beginning at the northwest corner of Lot 1,Block 2, FAIRFML.D OF E DEN PRAIRIE W ADDHA)N, thence North 84 degrees 38 minutes 27 seconds East, assented beariug,along the north We of said Lot I for W715 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve haying a radius Of•4MV87 feet and a central angle of I9 degrees I l minutes 19 seconds for 161,05 feet:thence South 76 degrees I0 minutes I seconds East 36.57 feet: thence South 64 degrees 51 minutes 39 seconds East 50 99 tier,thence South 76 degrees 10 minutes 15 seconds feast 32.54 feet and there terminating; Parcel 2: That part of Tract A described below `tract A. Beginning at the sou "est corner of Be Southeast Quarter of the Southeast Quarter of Section IT To"w0up 116 North_ Range 22 ti%Wm, Hennepin Coun, h/linnesota; thence run northerly along the t%est line thereof 91.1.00 feet: thence deflecting right 81 degrees 37 minutes 00 seconds. 244.00 feet, Wrote or less, to the centerline OfCouoty Road No. 4; thence southeasterly along said centerline to a point 1,16.50 feet northerly of at right angles froth the south line of said Southeast Quarter of the Southeast Quarter, thence westedy to a point 1812=1 feet east from the west line thereof,thence southerly 14650 feet;thence westerly SUN feet to the beginning, Iving westerly of the r.nmerly right of iuy We of Courtly Road No.V %khich An northerly oral line run paamNel tv ith and distant 50 feet southerly of Line I described belo%v Line 1. Commencing at the nordwest corner of Lot 1, Block 2,F.AIRFIELD OF EDEN PRAIRIE 5TE4 ADDH ION. Hennepin Count),, linaesota: thence North 84 degrees 38 minutes 27 seconds East. assumed beariny alone~the north line of said Lot I, 10715 feet w Be northeast corner of said Lot 4 thence deflect to the~right on a tangential curve haying a radius of 480.87 feet and a central angle of 19 degrees I I minutes 19 seconds for 161.05 Ito:thence North 0 degrees 49 mbuws 45 seconds Last.4010 fail thence South 76 degrees 10 minutes 15 second;East. 100,20 Meet to the ►Vest line of Tract A herembefore described "Sch is the point ofbeginrimir of Line t to be described: thence South 76 degree,, 10 minutes 15 seconds East 1811 fret: thence deflect to Be left on a wrige vial curve haying a radius of 520 £i7 feet and a contrt angle of it degrees I I minces 09 seconds for 219.87 Net: thence North 79 degrees 38 minutes 36 seconds East WO No and Inv terminating. 5 together with that part of'bract A here inbefore described.adioIning and southerly of)lie ahoye described strip, which lies northerly of the foIloxying described line: Beginnine at a point(lit the east line of'said Tract A,distant 21,00 feet southerly of its intersection with said 50 tool parallel line; thence runt northwesterly to a pout on said parallel line, distant 20.06 feet vresterly of'said intersection and there terolinating; together will that part of Tract A hereinbefore described.which lies easterly of Line ' described below Line 2_ From the most casterly corner of said Tract A run vv=ester]y along the south line of Said Tract A rot 20 feet to the point of beginning of Litre 2 to be described;thence run northwesterly to it point distant 8 feet southwesterly #measured at right angles)of`a point oil the east line of'said Tract A,distant 3 30 feet nortImesteriv Cif said most easterly cottiet; thence deflect to the left at an angle of 90 degrees 00 lnintnes 00 seconds for 2 feet:thence run northerly to a print on the east line of said Tract A. distant 455 feet north wester[y of said most easterly corner and there ternittlatlnL)-: Parcel 3: That part of Tract A described below Tract A_ BeLtmling at the soullmest corner of the Southeast Quarter of the Southeast Quarter of Section 17, 1 ovv'tlship 116 North, Range 2_1 West, IIctitlepill County. IMItillesota:thence run northerly along the west line thereof 914.00 feet.thence deflecting right 81 degrees 37 minutes 00 seconds, 244.00 feet,more or less.to the centerline of County Road No. 4:thence sauthcasterly along said centerline to a point 146.50 Bet northerly of at right angles from the south line of said Southeast Quarter of the Southe;ist Quarter; thence vesterly to a point 189.24 feet east from file west line thereof.thence southerly 146.50 feet,thence rresterl) 189.24 feet to rile beginning. Iving vv esterly of the westerly right of way line of Countv Road No. 4; vrhicll lie.,southerly of a line runt parallel with and distant 50 feet southerly of[.ine I described below and westerly Of Line 2 described helovy; Line I Commeneint at the northwest corner of Lot 1.Block 2, FAIRFIELD OF EDE N, PRAIRIE- 5TH ADDITION, Hennepin County. Minnesota. thence North 84 degrees 38 minutes 27 second East, assumed bearitig. Along the north line of aid Lilt 1. 107,05 feet to the northeast corner of said Lot 1;thence deflect to the right on a tangential curve having radius of480.87 feet and a central angle of 19 degrees 1 I minutes 19 seconds for 161,05 feet: thence North 13 degrees 49 minutes.15 seconds East,40.00 feet:thence South 76 degrees 10 minutes 15 seconds Bast, 100.20 feet to the vvest tine of`I"ract A hereinbefore described which is the point of beginning of Line 1 to be described;thence Sonth 76 degrees 10 minutes 15 seconds East 19.91 feet; thence deflect to the lets on a tangential curve having.1 radius of 520.87 feet and a central angle of 24 degrees I I minute,09 seconds far 219.87 tCet; thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terninatang: Line 2. Front the most easterly corner ot'said Tract A run westerly alone the south line of said Tract A for 20 het to the point of beginning of Line 2 to be described,thence run northwesterly to a point distant 8 feet soutlmesterly (measured at right angles)of a point an the east line of said Tract A, distant 330 feet northwesterly°of said most easterly°corner;thence deflect to the left at an angle of90 degrees 00 minutes 00 seconds for 2 feet,Thence run northerly to a point on the east hue of said Tract A. distant 455 feet northwesterly of said most easterly corner, thence rim northerly ,)long said east line to a point distant 23.06 feet southerly of its inlelsecrion vaith a line run parallel with and distant 50 feet southerly of Line I described above:thence run notrth west erlr to a point on slid parallel line. distant 20.06 feet vesterly of said intersection and there terntinatine: 6 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots 1-10, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F. and G, Eden Gardens, Hennepin County. 7 EXHIBIT C to H.R.A. RESOLUTION NO. 201 4-02 Purchase Agreement PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is dated as of August 19, 2014 between the Housing Redevelopment Authority in and for the City of Eden Prairie, Minnesota a municipal corporation and political subdivision organized and existing under the Constitution and the laws of the State of Minnesota (referred to as "Seller") and Eden Gardens, LLC, a Minnesota limited liability company (referred to as "Buyer"). RECITALS The Minnesota Department of Transportation (referred to as "MnDOT") is the fee owner of certain real property located in Hennepin County, Minnesota, containing approximately 8.44 acres, legally described on the attached Exhibit A (the "Land"). The Land, together with all buildings and improvements constructed or located on the Land and all easements and rights benefiting or appurtenant to the Land is collectively referred to herein as the "Real Property". WHEREAS, Seller has determined that there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City; WHEREAS, in order to alleviate the housing shortage, the HRA has determined to carry out a housing development project pursuant to Minn. Stat. 469.017(the "Project"); WHEREAS, the goals for the Project are to increase environmental sustainabilitylenergy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green" measures with 20 of the housing units to be sold to people with moderate incomes; WHEREAS, in order to ensure that the housing development project partially alleviates the shortage of moderate income housing, the HRA will establish moderate income and price limits and buyer eligibility requirements for the housing development project; WHEREAS, Seller has adopted H.R.A. Resolution No. 2014-01 and H.R.A. Resolution No. 2014-02 relating to the housing development project, approving the project, approving purchase and sale of the Real Property, and establishing regulations for the project. WHEREAS, Seller intends to acquire the Real Property from MnDOT after which Seller desires to sell the Real Property to Buyer and Buyer desires to purchase the Real Property from Seller, pursuant to the terms of this Agreement. Upon purchase of the Real Property Buyer shall complete the housing development project on the Real Property. 8 For purposes of this Agreement the effective date is the later date both Seller and Buyer shall have executed this Agreement ("Effective Date") as shown by the dates next to their signature blocks. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: I. Sale of Real Property. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the Real Property. 2. Purchase Price. The purchase price to be paid by Buyer to Seller is Nine Hundred Fifty Thousand and no/100 Dollars ($950,000.000). 3. Payment of Purchase Price. The Purchase Price shall be paid as follows: 3.1 Earnest Money. One Hundred Thousand and no/100 Dollars ($100,000) as earnest money ("Earnest Money") which Earnest Money shall be held by Custom Home Builders Title ("Escrow Agent") in an interest bearing escrow account, pursuant to the Escrow Agreement attached hereto as Exhibit B, provided, however, that the Fee for any such account shall be paid by Buyer. The Earnest Money shall be deposited within three (3) business days of the Effective Date. Unless otherwise disbursed pursuant to the Escrow Agreement, the Earnest Money and all interest accrued thereon shall be paid to Seller at Closing and credited against the Purchase Price. 3.2 Closing Payment. Subject to adjustments provided for herein, Eight Hundred Fifty Thousand and no/100 Dollars ($850,000.00) in cash or by wire transfer of U.S. Federal Funds to be received by Seller on or before 1:00 p.m, local time on the Closing Date. 4. A. Buyer's Contingencies.ncies. Unless waived by Buyer in writing, Buyer's obligation to purchase the Real Property shall be subject to and contingent upon each of the following: 4.1 Performance of Seller's Obligations. Seller shall have performed all of the obligations required to be performed by Seller under this Agreement, as and when required by this Agreement. 4.2 Title. Title shall have been found acceptable by Buyer or made acceptable in accordance with the requirements and terms of Section 10 below. 4.3 Phase 1. No later than forty-five (45) days after the Effective Date Buyer shall have determined that it is satisfied with a Phase I Environmental Report (prepared in accordance with the current ASTM standard for Phase I environmental site assessments) to be prepared with regard to the Real 9 interest accrued thereon shall be released to Buyer, and (c) upon fulfillment of(a) and (b) above neither party will have any further rights or obligations regarding this Agreement or the Real Property except for the rights and obligations of indemnification set forth in Sections 6, 13, 15 and 16. 5. Seller's Contingencies. Unless waived by Seller in writing, Seller's obligation to sell the Real Property to Buyer shall be subject to and contingent upon the occurrence of each of the following on or before the Closing Date: 5.1 Acquisition. Seller shall have acquired fee simple marketable title of the Real Property from MnDOT on or before the Closing Date. 5.2 Financing. Buyer has provided to Seller a commitment to finance the acquisition of the Real Property from a lender and on terms satisfactory to Seller. 5.3 Approvals. Buyer shall have obtained all Governmental Approvals. 5. B. "Termination by Seller. If any of the foregoing contingencies set forth in Section 5. A. of this Agreement have not been satisfied on or before the Closing Date then this Agreement shall automatically be terminated. Upon such a termination (a) Buyer and Seller shall execute a recordable written termination of this Agreement, which shall include Buyer's quit claim of any interest in and to the Real Property, (b) the Earnest Money and any interest accrued thereon shall be released to Buyer, and (c) upon fulfillment of(a) and (b) above neither party will have any further rights or obligations regarding this Agreement or the Real Property except for the rights and obligations of indemnification set forth in Sections 6, 13, 15 and 16. 6. Buyer's Access Investigation and Security. Seller shall, pursuant to MnDOT's approval, allow Buyer, and Buyer's agents, access to the Real Property without charge and at all reasonable times for the purpose of Buyer's investigation and testing the same. Buyer shall pay all costs and expenses of such investigation and testing and shall indemnify and hold Seller, MnDOT and the Real Property harmless from all costs and liabilities relating to Buyer's activities. Buyer shall further promptly repair and restore any damage to the Real Property caused by or occurring during Buyer's testing and return the Real Property to substantially the same condition as existed prior to such entry. 7. Seller's Closing, Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following (collectively, "Seller's Closing Documents"): 7.1 Deed. A Warranty Deed, in recordable form reasonably satisfactory to Buyer, conveying the Real Property to Buyer, free and clear of all encumbrances, except the Encumbrances set forth on Exhibit C hereto and the Permitted Encumbrances. 11 T2 Title Policy. The Policy described in Section 10 of this Agreement, or a suitably marked up Title Commitment for the Policy initialed by Title Company, in the form required by this Agreement. 7.3 Affidavit. Such Affidavit of Seller as may be reasonably required by Title Company to issue the Policy. 7.4 IRS Reporting Form. The appropriate Federal income Tax reporting form, if any, as required. 7.5 Housing Project Agreement. The Housing Project Agreement attached hereto as Exhibit D. 7.6 Other Documents. All other documents reasonably determined by Buyer to be necessary to transfer the Real Property to Buyer free and clear of all encumbrances, except the Permitted Encumbrances. 8. Buyer's Closing Documents. On the Closing Date, Buyer will execute and/or deliver to Seller the following (collectively, `Buyer's Closing Documents"): 8.1 Purchase Price, The Purchase Price, by wire transfer of U.S. Federal Funds or by certified check to be received in Title Company's trust account or delivered to Seller on or before 1:00 p.m. local time on the Closing Date. 8.2 Title Documents, Such Affidavits of Purchaser, Certificates of Value or other documents as may be reasonably required by Title Company in order to record the Seller's Closing Documents and issue the Policy. 8.3 Executive Order Affidavit. An affidavit properly executed and in recordable form confirming the Buyer's representations in Section 13.2. 8.4 Other Documents. All other documents reasonably determined by Seller to be necessary to consummate the transaction contemplated hereby in a manner consistent with the terms and conditions hereof. 8.5 Housing Project Agreement. The Housing Project Agreement attached hereto as Exhibit D. 9. Prorations. Seller and Buyer agree to the following prorations and allocation of costs regarding this Agreement: 9.1 Title Insurance and Closing Fee. Seller will pay all costs of the Title Evidence described in Section 10 of this Agreement and the fees charged by Title Company for any escrow required regarding Buyer's Objections. Buyer will pay the premium or cost of the Owner's Title Policy and all 12 additional premiums required for the issuance of any Mortgagee's Title Insurance Policy required by Buyer. Seller and Buyer will each pay one- half of any reasonable and customary closing fee or charge imposed by any closing agent designated by Title Company. 9.2 Deed Tax. Seller shall pay all state deed tax regarding the Warranty Deed to be delivered by Seller under this Agreement. 9.3 Real Estate Taxes and Special Assessments. At Closing, the Purchase Price shall be adjusted as follows: 9.3.1 Current Year's Taxes. All real property taxes which have become a lien on the Real Property ("Taxes") and which are due and payable prior to the year in which Closing occurs, shall be paid by Seller at or prior to Closing. All Taxes which are due and payable in the year in which Closing occurs shall be prorated to the Closing Date and Seller's portion shall be paid by Seller at Closing. This proration shall result in Seller's payment of Taxes from January 1 to the date immediately prior to the Closing Date and Buyer's payment of Taxes from the Date of Closing to December 31. 9.3.2 Assessments. All charges for improvements or services already made to or which benefit the Real Property, and all levied assessments (general or special) arising out of or in connection with any assessment district created or confirmed prior to the Effective Date ("Assessments") shall be paid in full by Seller at Closing. All assessments (general or special) which are levied after the Effective Date and all assessments (general or special) which are pending but not levied as of the Effective Date or which become pending after the Effective Date shall be assumed and paid by Buyer. 9.4 Recording Costs. Seller will pay the cost of recording all documents necessary to place record title in the condition warranted by Seller and requested by Buyer in this Agreement. Buyer will pay the cost of recording all other documents, including the cost of recording the final plat. 9.5 Other Costs. All other operating costs of the Real Property will be allocated between Seller and Buyer as of the Closing Date, so that Seller pays that part of such other operating costs payable before the Closing Date, and Buyer pays that part of such operating costs payable from and after the Closing Date. 9.6 Attorney's Fees. Each of the parties will pay its own attorney's fees, except that a party defaulting under this Agreement or any closing 13 document will pay the reasonable attorneys fees and costs incurred by the non-defaulting party to enforce its rights regarding such default. 10. Title Examination. Title examination will be conducted as follows; 10.1 Seller's Title Evidence. Seller shall, no later than thirty (30) days after the Effective Date furnish to Buyer, at Seller's cost and expense, the following. A commitment ("Title Commitment") for the most current ALTA Form B Owner's Policy of Title Insurance insuring title to the Real Property in the amount of the Purchase Price, issued by Custom Home Builders Title ("Title Company"). The Title Commitment will commit Title Company to insure title to the Real Property subject only to the Permitted Encumbrances. 10.2 Survey. No later than thirty (30) days after its receipt of the Title Commitment Buyer may obtain at its own expense an ALTA/ASCM as built survey (the "Survey") prepared by a Registered Land Surveyor properly licensed to practice in the State of Minnesota in form acceptable to Buyer (the "Survey"). Buyer shall provide a copy of the Survey to Seller within three (3) days after any termination of this Agreement. 10.3 Buyer's Objections. Within ten (10) business days after receiving the later of the Title Commitment and the Survey, Buyer shall make written objections ("Objections") to the form and/or contents of the Title Commitment and the Survey if Buyer has obtained one within the time set forth in 10,2. Buyer's failure to make Objections within such time period will constitute a waiver of Objections. Any matter shown on the Title Commitment and/or Survey and not objected to by Buyer shall be a "Permitted Encumbrance" pursuant to this Agreement. Seller will have sixty (60) days after receipt of the Objections to cure the Objections, during which period the Closing will be postponed as necessary. Seller shall use its best efforts to correct any Objections. To the extent that the Objections are not cured within such sixty (60) day period, Buyer will have the option to terminate this Agreement and receive a refund of the Earnest Money, or waive the Objections and proceed to Closing. 11. Closin . The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur contemporaneously with Seller's acquisition of the Property from MnDOT, The Closing shall occur on August 29, 2014, or another date mutually agreed upon by the parties (the "Closing Date"). The Closing shall take place at the offices of the Title Company, or at such other place as may be agreed to. Seller agrees to deliver possession of the Real Property to Buyer on the Closing Date. 12. No Representations by Seller. IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR IMPLIED, WITH 14 RESPECT TO THE REAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER'S LIMITED OR SPECIAL WARRANTY OF TITLE TO BE SET FORTH 1N THE DEED), ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITIONS, UTILITIES, ACCESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE REAL PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF ANY PROPERTY DATA OR OTHER INFORMATION PERTAINING TO THE REAL PROPERTY DELIVERED TO BUYER BY SELLER, OR ANY OTHER MATTER OR THING REGARDING THE REAL PROPERTY. BUYER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING OF THE TRANSACTION CONTEMPLATED BY TLIIS AGREEMENT, SELLER SIIALL SELL AND BUYER SHALL ACCEPT THE REAL PROPERTY "AS IS, WHERE 1S, WITH ALL FAULTS". BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY OR RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE REAL PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. BUYER REPRESENTS TO SELLER THAT BUYER HAS CONDUCTED, OR WILL HAVE HAD THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE REAL PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL, ENVIRONMENTAL AND GEOTECHNICAL CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF OF THE CONDITION OF THE, REAL PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES OR MATERIALS ON, WITHIN, UNDER OR DISCHARGED FROM THE REAL PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES WITH RESPECT THERETO. UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, ADVERSE PHYSICAL, ENVIRONMENTAL AND GEOTECHNICAL CONDITIONS MAY HAVE BEEN REVEALED BY BUYER'S INVESTIGATIONS, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S OFFICERS, BOARD MEMBERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE ASSERTED OR I5 ALLEGED AGAINST SELLER (AND SELLER' OFFICERS, BOARD MEMBERS, EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE REAL PROPERTY. 13. Representations and Warranties by Buye , Buyer represents and warrants to Seller as follows: 13.1 Authority. Buyer is a limited liability company duly organized under the laws of the State of Minnesota; that Buyer is duly qualified to transact business in the State of Minnesota; that Buyer has the requisite company power and authority to enter into this Agreement and the Buyer's Closing Documents signed by it; such documents have been duly authorized by all necessary company action on the part of Buyer and have been duly executed and delivered; that the execution, delivery and performance by Buyer of such documents do not conflict with or result in violation of state law or any judgment, order or decree of any court or arbiter to which Buyer is a party; such documents are valid and binding obligations of Buyer, and are enforceable in accordance with their terms. 13.2 Anti-Terrorism Executive Order 13224 and Public Law 107-56. The Buyer is not in violation of any laws relating to terrorism or money laundering ("Anti-Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the "Executive Order"), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. The Buyer or, to the knowledge of the Buyer, none of its agents acting or benefiting in any capacity in connection with the transaction, is any of the following: 13.2.1 Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; 13.2.2 Person or entity owned or controlled by, or acting for or on behalf of, any Person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; 13.2.3 Person or entity with which Seller is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; 13.2.4 Person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order; or 16 13.2.5 Person or entity that is named as a "specially designated national and blocked person" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list. The Buyer or, to the knowledge of Buyer, any of its agents acting in any capacity in connection with the transaction does not (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described above, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Buyer will indemnify Seller, its successors and assigns, against, and will hold Seller, its successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that Seller incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after closing; provided, and notwithstanding the foregoing, each of the representations and warranties herein contained shall survive the Closing for a period of three years and any action concerning a breach of any of the foregoing representations or warranties of Buyer shall be commenced within three years of the Closing or shall be deemed waived. Consummation of this Agreement by Seller with knowledge of any breach of such warranties and representations by Buyer will constitute a waiver or release by Seller of any claims due to such breach. 14. Condemnation. If, prior to the Closing Date, eminent domain proceedings are commenced against all or any part of the Real Property by any entity, Seller shall immediately give notice to Buyer of such fact and at Buyer's option (to be exercised within thirty (30) days after the date of Seller's notice), this Agreement shall terminate, in which event neither party will have further obligations under this Agreement, except for the rights and obligations of indemnification set forth in Sections 6, 13, 15 and 16, and the Earnest Money, together with any accrued interest, shall be refunded to Buyer. If Buyer shall fail to give such notice then there shall be no reduction in the Purchase Price, and Seller shall assign to Buyer at the Closing Date all of Seller's right, title and interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing Date, if the Agreement has not been terminated pursuant to the first sentence of this Section, Seller shall not designate counsel, appear in, or otherwise act with respect to such condemnation proceedings without Buyer's prior written consent. 15. Broker's Commission. Seller and Buyer represent and warrant to each other that they have dealt with no brokers, finders or the like in connection with this transaction. The parties agree to indemnify each other and to hold each other harmless against all claims, damages, costs or expenses of or for any other such fees or commissions resulting from their actions or agreements 17 regarding the execution or performance of this Agreement, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorneys' fees. 16. Mutual Indemnification. Seller and Buyer agree to indemnify each other against, and hold each other harmless from, all liabilities (including reasonable attorney's fees in defending against claims) arising out of the ownership, operation or maintenance of the Real Property for their respective periods of ownership. Such rights of indemnification will not arise to the extent that (a) the party seeking indemnification actually receives insurance proceeds or other cash payments directly attributable to the liability in question, (net of the cost of collection, including reasonable attorney's fees) or (b) the claim for indemnification arises out of the act or neglect of the party seeking indemnification. If and to the extent that the indemnified party has insurance coverage, or the right to make claim against any third party for any amount to be indemnified against as set forth above, the indemnified party will, upon full performance by the indemnifying party of its indemnification obligations, assign such rights to the indemnifying party or, if such rights are not assignable, the indemnified party will diligently pursue such rights by appropriate legal action or proceeding and assign the recovery and/or right of recovery to the indemnifying party to the extent of the indemnification payment made by such party. 17. Assignment. Buyer may not assign its rights under this Agreement, without the prior written consent of the Seller which consent shall be granted if the assignment is commercially reasonable. 18. Survival. Except as stated in Section 13, all of the terms of this Agreement will survive and be enforceable for a period of one year after the Closing. 19, Notices. Any notice required or permitted to be given by any party upon the other is given in accordance with this Agreement if it is directed to Seller by delivering it personally to an officer of Seller, or if it is directed to Buyer, by delivering it personally to an officer of Buyer, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed as follows: If to Seller: Housing Redevelopment Authority in and for the City of Eden Prairie Attn: Janet Jeremiah 8080 Mitchell Road Eden Prairie, MN 55344 With a copy to: Richard Rosow Gregerson, Rosow, Johnson &Nilan, LTD. 650 Third Ave South, Suite 1600 Minneapolis, MN 55402 If to Buyer: Eden Gardens, LLC Attn: Matthew Hanish 18 525 — 15th Avenue South Hopkins, MN 55347 With a copy to: Gary Eidson Fabyanske, Westra, Hart & Thomson, P.A. 333 South Seventh Street, Suite 2600 Minneapolis, MN 55402 Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit as aforesaid, provided, however, that if notice is given by deposit that the time for response to any notice by the other party shall commence to run one business day after any such deposit. Any party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. 20. Captions. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement and are not to be considered in interpreting this Agreement. 21. Entire Agreement, Modification. This written Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Real Property. There are no verbal agreements that change this Agreement and no waiver of any of its terms will be effective unless in writing executed by the parties. 22. Binding Effect. This Agreement binds and benefits the parties and their successors and assigns. 23. Controlling Law. This Agreement has been made under the laws of the State of Minnesota, and such laws will control its interpretation. 24. Remedies, If either Party defaults under this Agreement, the non-defaulting Party shall have the right to terminate this Agreement by giving written notice to the defaulting Party. If Buyer fails to cure such default within five (5) business days of the date of such notice from Seller, Seller may cancel this Agreement pursuant to Minn. Stat. § 559.21. If Seller fails to cure such default within five (5) business days of the date of such notice from Buyer, Buyer may immediately terminate this Agreement by delivering to Seller at the address noted in Section 19 a Notice of Termination executed by an authorized representative(s) of Buyer. The foregoing is the exclusive remedy for either Party. All other remedies, including damages for breach, equitable remedies, specific performance, and all other remedies at law or equity are waived and relinquished by each of the Parties. SIGNATURES ON SUCCEEDING PAGE 19 IN AGREEMENT, Seller and Buyer have executed this Agreement as of the date first written above. SELLER: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE By NOT FOR SIGNATURE Date: Nancy Tyra-Lukens Its Chair By NOT FOR SIGNATURE Date: Rick Getschow Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this I9th day of August, 2014, by Nancy Tyra-Lukens and Rick Getschow, respectively the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, on behalf of said authority. NOT FOR SIGNATURE Notary Public 20 BUYER: EDEN GARDENS, L I-C By NOT FOR SIGNATURE Date: Matthew Hanish Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 201 4, Matthew Hanish, the Yice President, of Eden Gardens, LLC, a Minnesota limited liability company, on behalf of the company. NOT FOR SIGNATURE Notary Public 21 EXHIBIT A TO PURCHASE AGREEMENT Legal Description of Land parcel 1 `I-hat part o(Ti-act A described helon -1 fact A.7 hat part ofthe South«`est Quarter of the Southeast Quarter ofSeefion 17,'J-otvn ftip l 16 North. Range 22 Vest. fletttrehin Cotrrttv, 'vlinnesota,described as fi�lk���'s: Beginning at the Southeast corner of said Soialmest Quarter,of the Southeast Quarter: thence north along the cast line thereof 914 feet:thence deflecting right 81 degrees 37 minutes 00 second-.a distance of 24=1 feet,more or,less,to the centerline ofComm (toad No_4,thence northerlt along said centerline 1 16.3 feet;thence vN sterly 482.E feet,loon ot-less to �t point 1,018,0 feet north of the south line of-said Southeast Quarter in a line described as beginning at the sotaltcast corner of'said Southwest Quarter of the Southeast 011arter of said Section 17.thence vvest along the south line thereof 27<1 feet, thence deflecting right 91 degrees 58 minutes 30 Seconds a distance o1` 1-019.6 feet,thence south along said line 1,018.E feet to south line thereof-,thence east alolig said south line 274 feet to point of beginning, excepting therefrom said Co ntt\ Road No. 4; which lies southerly of line I described below, line 1. Beginning at the northwest corner of l..ot I- Block 7 FAIRTI£71-1.)OF EDf3N PRAIR11" 5-I-11 ADDITION, thence North 84 degrees 38 tnintttes 27 seconds East,assumed bearing,along the north line of said i of 1 tot- 107.t)5 feet to the northeast corner ofsatid Lot I: thence deflect to the right on a tangential cuts e ha.°utg a radius of-180.87 feet and a central ,Ingle of 19 degrees I I minutes 19 seconds for- 161.05 feet;thence South 76 degrees 10 minutes 15 second~last 36,57 feet:thettee South 64 clegrces 51 minutes 39 second~Fast 50,09 feet:thence South 76 degrees 10 minutes 15 seconds East 3154 feet and there terminating: Parcel 2: That pavl of fi-act A described below: "tract A_ Beginning at the soruhwest corner of the Southeast Quarter of the Southeast Quarter of Sectiolr 17_ -1,ownship 116 North, Rany 27 West, Ilemtepin County, tviinnesota�thettee run uortherh along the west line thereof 914.00 feet: thence deflecting right 81 degrees 37 minutes 00 seconds, 2AA.00 feet, mire or less,to the centerline of County Road No.4;thence southeasterly alone said centerline to a point 146.50 feet northerly of aft right am-les From the-Small line of said Southeast Otimter of the Southeast Quarter;thence westerly'to a point 189.24 feet cast from the west line thereof.thence sotuttet'ly 1,16.50 feety thence %%esterly 189?4 feet to the begitming.I%ing westerly of the westerly right of way line of ComoN Tkoad No,4_ Much lies notiherly of a line run parallel with and distant 50 feet southertr of Line I described below: line 1. Commencing at the northwest corner oft.ot 1,Block ?,FAIRFiFI D OF EDEN PRAIRIE 5141 ADf)FHON. Ilennepin County,Minncsom, thence North 81 degrees 38 minute,27 seconds Bast. M.St fined hearing, almiL,the norih line of,aid f:ot 1, 107,05 feet to the northeast corner ofsaid 1-of I: thence deflect to the right on a tangential curve haying,a radius of,�180.87 feet and a central angle.of 19 degrees 1 i minute, 19 second;tier 161.05 feet. thence North 13 degrees 49 mintites 45 seconds East,40-00 feet.thence South 76 degrees 10 minutes 15 seconds fast, 100,20 feet to the west line ofl-ract.A hereinbefore described which is the point of beginning of Line I to be desenbed: thence Soutlt 76 degrees 10 minutes 15 seconds East 19,91 feet;thence deflect to the left nn a tangential carve-having a radius of 520.87 feet and a central angle of 24 degrees I I minutes 09 seconds for 219,87 feet.thence North 79 degrees 38 nttnutes 36 seconds East 100 feet and there terminating; 22 logefher Oth that part of Tract A herefnlrefore described,adJoinitty rand southcrl of the above described strip, ►►hich lies northerly of`the following described line: Begirming at a point on the"east fine of said Ta;o A.distant 2316 feet southerly of its intersection "hh said 50 font parallel line: thence ruts not-l"esterly to a point an said parallel line,disarm 2016 feet westert-of said intersection and there ternlin.1tine: together►rich that pan of"Trac=t A hereinbefore descrihed, ►►,hich lies easterl of Line 2 described below: Line 2. Horn the most easterly corner of said Tract A run w needy along the south line of Said Tract A for 20 Net to the point of beginning of Line 2 to he described;thence run nortfineslerly to a point distant 8 feet south►esterly (measured at right angle)of"a point on the east Ike of said Tract A,distant 330 feet nortlt►►esterly of said most easterly cortaer;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet:Knee rota northedy to a point on lire east line of saul Tract A,distant 455 feet nonhwesterly of said nor?st ea terly darner and there tembnatang; Parcel 3. That part of Tract A described below: Tract A. Begimaing at the south"est corner of the Southeast Quarter of the Southeast(quarter of Section 17, Township 116 North, Range 22 West. Hennepin County. Minnesota: thence run northerly along the ► at hne thereof 914.00 Per: thence defleeting;right 81 degrees 37 minutes 00 seconds,244.00 feet,more or less.to the centerline of County Road No. 4: thence southeasterly along;said centerline to a point 146.50 feet northerly oral right angle; from the south Ike of said Southeast Quartcr of the Southeast(loaner:thence►sesterly to a point 189.2-1 feet east from the west line thereof:thence southerly 146.50 feet: thence►►vswdy 18924 No to the beginning,lyinp ►vemerly of the ►►esterly right or nay litre of County FWad No.4, which IN, somherly of a line ram parallel m A and distant 50 No southerly of Line I described below and ►►esterl of Line 2 described below. Iine L Commencing at the iwnhmvq corner of Lot 1,Block 2, FAIRFIELD OF EDEN PRAIRIE 5Tli ADDITION, Hennepin C:oaa q Mimosa:thence North 84 degrees 38 minutes 27 seconds Fast.assumed bearing. along the north Ike of said Lot 1, 107A5 No to the northeast corner of said Lot 1:thence deflect to the right on a tangential eur►ne having radius of"180.87 feet and a central angle or 19 degrees I l minutes 19 seconds for l6 L05 feet: thence North 13 degrees 49 minutes 45 seconds Last,4100 feat; thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described►ehich is the point ofbegimbrng of Line I to be described;thence Smith 76 degrees 10 minutes 15 seciands Eiast 18,91 feet;thence deflect to the Ich can a tangerniaal curve having a radius of520 87 feet and a central angle of 24 degrees I I minutes 09 seconds for 219.87 Lei: theatre North 79 degrees 38 minutes 36 seconds Last 100 feet and there terminating: Line 2_ From the most easterly corner of said Tract A run ►►=eslerly along the south line of said Tract A fir 20 feel to the point of beginning of Ling 2 to be described; thence run northwesterly to a point distant 8 feet south ►`esterly {measured at right angles)of paint on the east line of said Tract A"distant 330 Net northwesterly of said most easterly cornet, thence deflect to the left m an angle of90 degrees 00 minutes 00 seconds for 2 feet,thence tun northerly to a point on the east line or said Tract A,distant 455 to nortfn►esterly of said roost easterly corner. thence run northerly along said east Ike w a point distant 23.06 feet southedy of its ►Oh a litre run parallel ►►ith and distant 50 feet somberly of Line I described above,thence run northwesterly to a point on said parallel Ike, distant 20.06 feet ►sesterly of said intersection and there terminating: 23 To be platted as: Lot 1, Block l; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots I-10, Block 4; Lots 1-15, Block 5; and ©utlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 24 EXHIBIT B TO PURCHASE AGREEMENT ESCROW AGREEMENT The undersigned ("Title Company"), p ), acknowledges receipt of $� (the "Earnest Money") to be held by it pursuant to the Purchase Agreement to which this Escrow Agreement is attached. Title Company will hold the Earnest Money (hereinafter the "Earnest Money") in accordance with the terms of the Purchase Agreement and disburse the same strictly in accordance with such terms. Title Company will invest the Earnest Money in such interest-bearing accounts, instruments, corporate paper, or money market funds as approved by both Buyer and Seller, Interest will accrue for the benefit of Buyer, unless the Purchase Agreement is terminated by reason of the default of Buyer, in which case the interest will be paid to Seller. Prior to the waiver or satisfaction of its contingencies, Buyer may direct the Title Company to return the Earnest Money to it if Buyer is entitled to terminate and elects to terminate the Purchase Agreement. Title Company is not responsible for any decision concerning performance or effectiveness of the Purchase Agreement or for resolution of any disputes concerning the Purchase Agreement. Title Company is responsible only to act in accordance with the joint and mutual direction of both Seller and Buyer, or in lieu thereof, the direction of a court of competent jurisdiction except as to Buyer's right to direct the return of the Earnest Money in accordance with the Purchase Agreement. Seller and Buyer will hold Title Company harmless from all claims for damages arising out of this Escrow Agreement and do hereby agree to indemnify Title Company for all costs and expenses in connection with this escrow, including court costs and attorneys' fees, except for Title Company's failure to account for the funds held hereunder, or acting in conflict with the terms hereof. The fees and charges of the Title Company will be paid by Seller. This Escrow Agreement is dated this day of , 20 By Its 25 EXHIBIT C TO PURCHASE AGREEMENT ENCUMBRANCES 1, Federal, state and municipal laws, ordinances, rules and regulations. 2, Utility and drainage easement(s), if any, as shown on the recorded plat. 3. The lien of real estate taxes and pending special assessment not yet due and payable subject to the proration and allocation provisions hereof. 4. Restrictions in deed from MnDOT to City or HRA that: (a) the Property is conveyed for "public purposes"; and/or (b) the Property and the title thereto shall revert and vest in the State of Minnesota whenever the Property ceases to be used for the stated public purposes. 5. 6. 26 EXHIBIT D TO PURCHASE AGREEMENT Housing Project Agreement HOUSING PROJECT AGREEMENT THIS AGREEMENT, made as of the 19th day of August, 2014, by and between the Housing Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and the laws of the State of Minnesota (the "HRA") and Eden Gardens, LLC, a Minnesota limited liability company (the "Developer"), WITNESSETH: WHEREAS, pursuant to Minn. Stat. 469.017, the HRA has the authority to complete a housing development project; WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-01 at a duly noticed meeting on August 19, 2014. In H.R.A. Resolution No. 2014-01 the HRA found that there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City and determined to carry out a housing development project to partially alleviate the shortage (the "Project"),- WHEREAS, the property on which the Project will be constructed is located at the southwest corner of Eden Prairie Road and Scenic Heights Road as illustrated on attached Exhibit A ("Project Area") and is legally described on attached Exhibit B. WHEREAS, the goals for the Project are to increase environmental sustainability/energy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green" measures with 20 of the housing units to be sold to people with moderate incomes as defined below; WHEREAS, in order to ensure that the housing development project partially alleviates the shortage of moderate income housing, the HRA in H.R.A. Resolution No. 2014-01 established moderate income and affordability limits for the Project; WHEREAS, based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, the HRA has determined that 16 of the housing units in the Project may be sold at market rates. The market rate housing units shall be located on Lot 1, Block 1 and Lots 1-15, Block 5, Eden Gardens. The remaining 20 housing units (collectively the "Moderate Income Units") must be sold to people with incomes that fall within the range of the "Moderate Income Limits" (as defined below in Paragraph 1.13 hereof) and at prices that fall within the range of "Affordable Housing Prices" (as defined below in Paragraph LC hereof), that are applicable at the time of such sale. The Moderate Income Units shall be located on Lots 1-5, Block 2, Lots 1- 5, Block 3, and Lots 1-10, Block 4, Eden Gardens; and 27 WHEREAS, the 1IRA adopted H.R.A. Resolution No. 2014-02 at a duly noticed public hearing on August 19, 2014. In H.R.A. Resolution No. 2014-02 the HRA approved the purchase and sale of the Project Area; set the estimated market value of the Project Area; and selected Developer to complete the Project subject to the condition that Developer and HRA enter into this Housing Project Agreement. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1. Housing Criteria. The Project shall consist of 36 single family units. Twenty units shall be Moderate Income Units. The remaining 16 units may be sold at market rates. The size of the 20 Moderate Income Units shall range between 1600 and 2200 square feet above grade and the 16 market rate units shall range between 1600 and 2600 square feet above grade. Floor plans available for potential buyers shall include a one-level living floor plan option. The 20 Moderate Income Units shall be priced and sold based on the following calculations: A. Project Feasibility. Based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, 16 of the housing units in the Project may be sold at market rates. The market rate units shall be built on Blocks 1 and 5 as shown on the Preliminary Plat of Eden Gardens. The 20 Moderate Income Units must be sold: (i) to people who qualify under the Moderate Income Limits set forth below in B; and (ii) at the Affordable Housing Prices set forth below in C. B. Moderate Income Limits. The U.S. Department of Housing and Urban Development annually determines the area median income for Hennepin County ("Area Median Income"), The Area Median Income is published annually in December for use in the following year. The HRA hereby determines that the moderate income limits for the Project (the "Moderate Income Limits") shall be 80% to 120% of the Area Median Income. (For example, the Area Median Income for Hennepin County published in December 2013 for use in the year 2014 was $82,900. The moderate income limits for all Moderate Income Units sold in 2014 is $66,320 to $99,490.) C. Affordable Housing Prices. Based upon the Area Median Income the Minnesota Housing Finance Authority annually sets a loan limit for the II-County Metro ("Area Affordable Price"). The Area Affordable Price is published in December for use in the following year. For purposes hereof, the affordable housing prices for persons of moderate income for the Project shall be 80% to 120% of the Area Affordable Price (the "Affordable Housing Prices") (For example, the Area Affordable Price published in December 2013 for use in the year 2014 was $310,000. Consequently, the Affordable Housing Prices for all Moderate Income Units sold in 2014 is $248,000 to $372,000.) 28 2, Minnesota's Green Path Development Standards. The Developer shall construct the Project in a manner that meets Minnesota's Green Path ("Green Path") standards as required in the attached as Exhibit C. 3. Community Involvement. The Developer shall engage the community by involving Hennepin Technical College. Specifically, the Developer shall involve students through opportunities such as framing a home, learning how `green' mechanical/electrical systems work or learning green techniques used in stormwater management. 4. Sale of the Project Area. For purposes of this Agreement, "sale" includes any transfer of a housing unit including but not limited to sale, conveyance, gift, and involuntary transfer. The Developer may not close on the sale of any Moderate Income Unit unless all of the following conditions have been met: A. All infrastructure including streets, sanitary sewer, water, and storm sewer, but not including landscaping and the final wear course on streets and other items that cannot reasonably be completed due to winter weather conditions and that do not materially affect the use or function of such items of infrastructure, are substantially complete and accepted in writing by the City; B. All public space including common areas, parks and community buildings are complete and accepted in writing by the HRA; C. The residential structure on the lot to be sold has been issued a certificate of occupancy or temporary certificate of occupancy; and D. The sale has been approved in writing by the HRA prior to closing in order to ensure compliance with the terms of this Agreement. In order to request such approval for the sale of each Moderate Income Unit, Developer, or any subsequent owner that is selling a Moderate Income Unit, shall submit a complete application to the HRA for the sale of each Moderate Income Unit in such form and substances as required by the HRA, which shall include at a minimum all information required by the HRA to verify the income of the prospective purchaser. Upon receipt of a complete application the HRA shall inform the Developer or other requesting party, in writing and within five business days, whether the application is approved. If the HRA fails to respond to a complete application within five business days, the application will be deemed approved. 5. Initial Sale of Housing Units by Developer. Initial sale of Moderate Income Units by the Developer shall comply with the income and pricing requirements set forth in Paragraph 1. In addition, during the Preference Period, the initial sale of all housing units by the Developer shall give preference to prospective buyers who live or work in the City of Eden Prairie. During the Preference Period, Developer shall market to residents and employees of Eden Prairie businesses and permit those who live or work within the City of Eden Prairie to have the first opportunity to sign a purchase agreement for their desired lot, or if no specific lot is specified, for a lot within the Project. As used herein, the phrase "Preference Period" shall refer 29 to the period of time that elapses between the date hereof and the 180th day after the date of the issuance of the first building permit for the Project. 6, Future Sale of Housing Units. After the initial sale of any Moderate Income Unit by the Developer, the seller in any subsequent sale of a Moderate Income Unit that consists of a "Non-Qualifying Sale" and that is closed within 10 years of the date of the initial sale by the Developer of the subject Moderate Income Unit, shall remit the "Applicable Portion of the Profit" received by such seller in such transaction to the City for reinvestment in low and moderate income housing initiatives. As used herein, the phrase "Non-Qualifying Sale" shall be defined as the sale of a Moderate Income Unit that is closed within 10 years of the date of the initial sale of such Moderate Income Unit by the Developer and that is made either: (i) to a buyer that has income in excess of the Moderate Income Limits or (ii) at a price that is in excess of the Affordable Housing Prices, both as measured in the year in which the closing of such sale of the Moderate Income Unit occurs. The Seller of any Moderate Income Unit may apply to the HRA pursuant to Paragraph 4.13 hereof for a determination that a prospective sale of such Moderate Income Unit shall not constitute a Non-Qualifying Sale. As used herein, the phrase "Applicable Portion of the Profit" shall refer to the portion designated pursuant to the chart set forth below in Paragraph 6,13. A. Profit. The "Profit" from the subsequent sale of a Moderate Income Unit shall be defined as the funds received by the seller from the buyer at the closing of such sale, after deduction of the sum of the following: (i) all costs and fees listed on the settlement statement (which costs shall include any park dedication fee paid pursuant to Paragraph 7 hereof), excluding amounts necessary to satisfy any mortgages recorded against the property; (ii) the amount of the seller's basis in the Moderate Income Unit as of the date of its acquisition thereof; plus (iii) the cost of improvements made by the seller as defined in IRS publication 523 which increase the seller's basis in the Moderate Income Unit. B. Remittance. The amount of any "profit" that is required to be remitted to the City by the seller of a Moderate Income Unit in a Non-Qualifying Sale shall be as follows: Time elapsed since the date of the Profits to be initial purchase of the housing unit remitted to from the Developer City Less than 1 year 90% At least 1 year but less than 2 years 80% At least 2 years but less than 3 ears 70% At least 3 years but less than 4 years 60% At least 4 years but less than 5 years 50% At least 5 years but less than 6 years 40% At least 6 years but less than 7 years 30% At least 7 years but less than 8 years 20% At least 8 years but less than 9 years 10% 30 At least 9 years but less than 10 years 1 5% Regardless of the number of times a Moderate Income Unit is sold, the requirements of this Paragraph 6 shall apply to any subsequent sale of such Moderate Income Unit that consists of a Non-Qualifying Sale and shall be based on the amount of time that has elapsed from the date of the initial sale of the housing unit by the Developer; provided, however, the provisions of this Paragraph 6 shall not be applicable to any sale of any Moderate Income Unit that closes at any time subsequent to the 10th anniversary of the closing of the initial sale of such Moderate Income Unit by the Developer. 7. Park Dedication Fee. The park dedication fee of $6,500.00 per unit shall be waived for each Moderate Income Unit; provided, however, if any closing upon the sale of a Moderate Income Unit in a Non-Qualifying Sale occurs at any time within 10 years of the date of the initial sale of the Moderate Income Unit by the Developer, the waiver of the park dedication fee for that Moderate Income Unit shall be revoked and such park dedication fee in the amount of$6,500.00 shall be due and payable at the time of the closing of such Non-Qualifying Sale. 8. Bond. Prior to issuance of any grading or building permits for the Project Area, Developer shall provide to the HRA a bond equal to $100,000 to secure the Developer's obligations pursuant to this Agreement, including to reimburse the HRA for costs, including reasonable attorney fees, incurred by the HRA in any action to enforce or interpret the provisions of this Agreement (the "Security"). The HRA may draw down on or make a claim against the Security, as appropriate, upon five (5) business days' notice to the Developer, for any violation of the terms of this Agreement or if the Security is allowed to lapse prior to the end of the required term. If the Security has not then been renewed, replaced or otherwise extended beyond the expiration date, the HRA may also draw down or make a claim against the Security as appropriate. If the Security is drawn down on or a claim is made against the Security, the proceeds shall be used to cure the default(s) and to reimburse the HRA for all costs and expenses, including attorneys' fee, incurred by the 14RA in enforcing this Agreement. Any amount of the Security that is drawn by the HRA shall be held by the HRA in trust and disbursed only if, and to the extent, that the Security may be disbursed hereunder. Developer shall be released from any further obligation to maintain the Security and all amounts of such Security that may then exist shall be released to Developer upon the earlier of the following: (i) the sale of all Moderate Income Units by the Developer; or (ii) the termination of Developer's obligations to sell the Moderate Income Units as set forth in Paragraph 12 below, 9. Developer Warranties. Developer makes the following representations and warranties: A. The Developer is a Minnesota limited liability company, has power to enter into this Agreement and to perform its obligations hereunder and, by doing so, is not in violation of any provisions of its articles of organization, operating agreement or member control agreement or the laws of the State. B. The Developer has obtained funds sufficient for the acquisition or construction of the Project. 31 C. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement is not prevented, limited by or conflicts with (unless all necessary waivers, consents or the like have been obtained) or results in a breach of, material terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which they are bound, or constitutes a material default under any of the foregoing. 10. City Development Agreement. Prior to issuance of any grading or building permits for the Project Area, Developer shall enter into a Development Agreement with the City of Eden Prairie with respect to the Project and such Development Agreement shall be recorded against the Project Area. 11. Revision of Limits and Prices. If there are no prospective purchasers for any of the Moderate Income Units within six months following the issuance of the first building permit for the Project and upon written request of the Developer, the HRA shall revise the Moderate Income Limits and Affordable Housing Prices. 12. Moderate Income Units. Notwithstanding any contrary provision herein, the Developer's obligation to sell the Moderate Income Units subject to the requirements in Paragraph 1, and the conditions applicable to the Developer's sale of any Moderate Income Units in Paragraph 4, shall terminate upon the earlier of: (i) no Moderate Income Units have sold within 36 months following the issuance of the first building permit for the Project; or (ii) no Moderate Income Units have sold in the previous 12 months. Developer shall submit to the HRA evidence substantiating such lack of sales and the HRA shall execute an amendment to this Agreement terminating the obligation in Paragraph 1 and conditions in Paragraph 4. Upon such termination, the provisions of Paragraph 6 shall be deemed terminated with respect to any unsold Moderate Income Units, the waiver of the park dedication fee for unsold Moderate Income Units set forth in Paragraph 7 shall be revoked and the park dedication fee for all unsold Moderate Income Units shall become immediately due and payable by the Developer. Any Moderate Income Units which have been sold prior to termination shall remain subject to Paragraphs 6 and 7. All obligations in this Agreement not specifically amended or terminated by this Paragraph shall survive, including but not limited to applicable provisions concerning the remittance of a portion of "Profits" set forth in Paragraph 6 for Moderate Income Units sold prior to such termination. 13. Bindin . This Agreement shall be recorded against the Project Area. Provisions of this Agreement shall be binding upon and enforceable as real covenants that "run" with the title to all lots within the Project Area, and shall also be enforceable against, and inure to the benefit of the HRA and the Developer; provided, however, and notwithstanding any contrary provision herein, although the provisions of Paragraphs 6 and 7 herein constitute real covenants that run with title to the Moderate Income Units and that are enforceable against future owners of Moderate Income Units to the extent provided therein, Developer shall have no personal 32 obligation to perform any of the covenants of Paragraphs 6 and 7 hereof, provided the Developer is not the seller in any transaction that constitutes a Non-Qualifying sale. 14. Remedies. Developer acknowledges, on its own and for all successors and assigns, that the rights of HRA to perform the obligations of Developer contemplated in this agreement are special, unique, and of an extraordinary character, and that, in the event that Developer violates, or fails, or refuses to perform any covenant, condition, or provision made herein, HRA may be without an adequate remedy at law. Developer agrees, therefore, that in the event Developer violates, fails, or refuses to perform any covenant, condition, or provision made herein, HRA may, at its option, institute and prosecute an action to specifically enforce such covenant, to enjoin conduct or activities that violate the terms hereof, withhold building permits, or seek any other remedy available at law or in equity. In the event of any litigation between the HRA and Developer to enforce or interpret the provisions hereof in which the HRA is the prevailing party, the HRA shall be entitled to an award requiring Developer to reimburse the HRA for all of its costs and expenses in such action, including reasonable attorneys' fees. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of any one or more remedies shall not constitute a waiver of any other remedy. 15. No HRA Liability. No failure of the HRA to comply with any term, condition, covenant or agreement herein shall subject the HRA to liability for any claim for damages, costs or other financial or pecuniary charges. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general fund or taxing powers of the HRA. 16. Recording. This Agreement shall be recorded at the County Recorder and / or Registrar of Titles at the closing of the Developer's purchase of the Project Area from the HRA. This Agreement shall be recorded after the deed from the HRA to Developer and prior to any mortgages or encumbrances. No land alteration or building permits for the Project Area shall be issued until proof of filing of the Agreement is submitted to the HRA. 17. Right of Entry. The Developer hereby grants to the HRA and the City of Eden Prairie, their agents, employees, officers and contractors a license to enter the Project Area to perform all work and inspections deemed appropriate by the HRA or City in conjunction with this Agreement. 18. No Third Party Beneficiaries. Except with respect to Developer, the HRA, and the covenants hereof that "run" with title to the lots within the Project pursuant to Paragraph 13 hereof, no provision of this Agreement inures to the benefit of any third person, including the public at large, so as to constitute any such person as a third-party beneficiary of the Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action for any such person. IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. [signatures on following pages] 33 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE By NOT FOR SIGNATURE Nancy Tyra-Lukens Its Chair By NOT FOR SIGNATURE Rick Getschow Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 19th day of August, 2014, by Nancy Tyra-Lukens and Rick Getschow, respectively the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, on behalf of said authority. NOT FOR SIGNATURE Notary Public 34 EDEN GARDENS, LLC By NOT FOR SIGNATURE Date: _ Matthew Hanish Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, Matthew Hanish, the Vice President, of Eden Gardens, LLC,a Minnesota limited liability company, on behalf of the company. NOT FOR SIGNATURE Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gregerson, Rosow, Johnson &Nilan, LTD 650 Third Ave S, Suite 1600 Minneapolis, MN 55376 35 EXHIBIT A TO TO HOUSING PROJECT AGREEMENT Depiction of Project Area 36 EXHIBIT B TO HOUSING PROJECT AGREEMENT Legal Description of Project Area Parcel 1: That hart of Tract A described below: Tract A. `-hat part of the Southwest Quarter of the SoUll7eaSt Quarter of Section 17.Township 116 North, Range 22 West. IIennepin County, Mill nesota,described as tulIoyvs: I3eginning at the southeast corner of said Southweest Quarter of the Southeast Quarter, thence north along the east line thereof 914 feet: thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet, more or less. to the centerline ofCourm Road No_4, thence northerh along said centerline 116.3 feet; thence wvesterly.182.6 feet,more or less to a point 1,018,6 feet notch of the south line Of said SOlriherrS1 Quarter in a line described as beginning at the southeast corner of said Southwest Quarter of the Southeast Quarter of said Section t 7,thence wrest along the south line thereof 27-1 feet; thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018,6 feet;thence south along said line 1-0 1 S 6 feet to south line thereof: thence east along said south line 274 feet to point of beginning; excepting therefrom said(.'ounty_ Road No. I; which lies southerly ofLine 1 described below, Line 1 F3c6mting at the northwest corner of] ot 1, Block 2,FAiRFIF,I:..D OF- EI.EN I'RAIRIF. STII AI:)DIION, Ihence North 84 degrees 38 minutes 27 seconds Fast, assumed bearing.along the mirth Iine of.said ].()I 1 for 107.05 feet to the northeast corner of,said L.ot 1: thence deflect to the right on a tangential curse haying a radio:of 480.87 feel and a central angle of 19 degrees I I minutes 19 seconds for 161.05 feet. thence South 76 degrees 10 minutes 15 seconds Fast 3(i 57 feet: thence South 61 degrees 51 mimes 39 seconds Last 50.99 feet: thence South 76 degrees 10 minutes 15 seconds Fast 32,54 feet and there terminating; Parcel 2_ That part of Tract A described helowv Tract.A. I3eginning at the soulhwest corner of the Southeast Quarter of the Southeast Quarter of Section 17. Towenship 116 North, Range 22 West, I lennepin County. Minnesota; thence rttn northerly along the vvest line thereof 914.00 feet, thence deflecting right 81 degrees 37 minutes 00 seconds, 244.00 feet,more or less,to the centerline of County Road No.4 thence southeasterly along said centerline to a point 1,16.50 feet northerly of at right angles from the south line of said Sl?n[heait Quarter of the Southeast Quarter, thence wxesterly to a point 189.24 feet east from the wrest Iine thereof,thence southerly 146.50 feet,thence westerly IS9.2a-1 feet to the beginning. Iving vwesterly of the westerly right ofway line of Comm Road No.4: vwhich lies northerly ofa line run parallel wvith and distant 50 feet southerly of Line I described below. Iine I. Commencing at the northwest corner of Lot I, Block 2,FAIRF-IEL.D OF FI)E=N PRAIRIE-- 51'11 ADDI--ION, EIennepin County, (Minnesota, thence North 84 degrees 38 minutes 27 seconds East,assumed bearing along the north line of said Lot 1, 107.05 feet to the northeast corner of said Lot I, thence deflect to the right on a tangential eurve having a radius of 480.87 feet and a central angle of 19 degrees I 1 minutes i9 seconds for 161.05 feet: thence North 13 degrees 49 minutes 45 seconds East,40.00 tcet thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west Iine of Tract A herembefore described which is the point of beginning of Line I to be described,thence South 76 degrees 10 minutes 15 seconds Fast 18.91 feet, thence deflect to the let on a tangential eurve haying a radius of 520.87 feet and a central angle of 24 degrees I 1 minutes 09 seconds for 219.87 feet, thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating: 37 together with that pant of Tract A hereinbefore described,adjoining and southerly ofthc aboN e described strip, Much lies northerly ofthe following,described line: Beginning at a point oil the east line of said Tract A,distant ? .06 feet southerly of its intersection ti°itlt said 50 foot parallel liner thence run northwesterly to a pout oil said parallel line, distant 20.06 feet westerk:of'said intersection and there terminating; together with that pain ofTract A hereinbefore described,vt°hich lies easterly,of Line 2 described helow Line I From the most easterly corner of said-tract A run westerly along the south line of Said'bract A for 20 feet to the point of heginning of Linc 2 to be described;thence run nortim esterly to a point distant 8 feet soullm esterlr (meastn-ed at right ani lest of a point twit the east line of saidTract A,distant 330 I`eet northwesterly ofsaid most easteriv corner;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet,thence rant um-therly to a point on the east tine of said"tract A.distant 455 feet northwesterly of said most easterly corner and there terminating: Parcel 3: That part of"tract A described belowr Tract A. Bep inin>ti at the southwest corner of the Southeast Quarter of the Southeast Oua'ter of Section 17, Township 116 North. Range 22 West. Ifemlepin Coililt\',%'Iillllesota: thence rINl northerly along the 1Dcst line thereof 91.1.00 feet: Ihence deflecting right 81 degrees 37 minutes 00 seconds,244.00 feet, more or less,to the centerline of County Road No.d: thence southeasterly-along said centerline to a point 146,50 t'eet northei-ty of at right angles from the south tine of said Southeast (quarter of the Southeast Ouarter; thence westerl'r to a point 189.21 feet cast Cron] the west line Iltereof:thence southerly 146.50 teen thence westerly 189 211 feet to the beginning.lying westerly of the "esterly right of gray tine of Count\ Road No,4_ tt hich ties southerly of a line rnn parallel with and distant 50 feet southerly of Line I described belovt and vNcsterly of Li]e 2 described helotv: Line I_ Commenciria at the northwest corner of Lot I-Block 2_ FAIRFIELD OF EDEN PRAIRIE 5TI ADDITION,Hennepin Comm,Minnesota: thence Noah 84 degrees.38 minutes 27 seconds East.assumed bearing, along the north line of said Lot 1. 107.05 feet to the northeast corner of said Lot 1: thence-deflect to the ri,,�ht on a tangential curve having radius of,180,87 feet and a central angle of 19 degrees I I minutes 19 seconds for 161.05 feet; thence North 13 degrees-19 minutes-15 seconds East.40.00 feet. thence South 76 degrees 10 minutes 15 seconds East, 100-20 feet to the west line ofTracl A hereinhefore described which is the point of begtnni]g(if Line 1 to be described,thence South 76 degrees 10 minute, 15 seconds East 18M I'eel:thence deflect to the left on a tangential cure haVing a radius o1`520 87 feet and a central tingle of 2a degrees 1 1 minutes 09 seconds for 219.87 feet:thence North 79 degrees 38 minutes 36 seconds East 100 feet and there tertilmating: Line 2. From the most easterly corner of said Tract A run westerly alone the souQl tine of said Tract A for 20 feet to the point of berimling of Line 2 to be described;thence rem north ester]y to a point distant 8 feet southwesterly (measured at right angles)of paint on the east Iine of said Tract A.distant 330 feet northwesterly of said most easterly earner; thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds lot-2 feet,thence rttln northerly-to a point on the east line of said Tract A.distant 455 feet northwesterly of said most easterly corner, thencerun northerly along said east line to a point distant>1.06 leel southerly o1 its intersection with a tine ruil parallel with and distant 50 feet ottthel'ly of line I described above;,thence run northwesterly to a point on said parallel tine,distant?0.06 feet tvesterk of said intersection and there terminating: 38 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots 1-10, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 39 EXHIBIT C TO HOUSING PROJECT AGREEMENT Green Features and Sustainable Neighborhood Items 1. Green Path advanced certified homes: efficient windows, insulation improvements, high efficiency HVAC systems, high efficiency appliances and efficient lighting systems, etc. Eden Gardens will be the first development wide effort, in the state, to build all homes to Green Path Advanced Certification. 2. Homes: a. Build all homes to be `solar ready', allowing residents an easy retrofit for solar panels. b. Rough in electric, in garages, required for electric car chargers. c. Offer sun tunnels as an option. d. The model home will have a solar feature installed to display the possible solar options for future residents. The solar feature will consist of either a solar PV panel (electricity) or a solar hot water panel system to heat the homes water. Solar options will be available on all homes. e. Use of low VOC paints and insulation with a minimum of 20% recycled content on all units. On all market rate units, use of finger-jointed lumber for a minimum of 1/3 of the home's dimensional lumber. 3. Construction: All construction waste must be sorted and recycled as appropriate. 4. Low impact Site development strategies a. Reduce impervious surfaces; narrower street sections, in accordance with the final approved PUD and plat plans b. Reduce stormwater runoff and manage via rain gardens and bio-swales, in accordance with the final approved PUD and plat plans. Keep all stormwater mgmt on site; not utilizing MnDOT pond or other regional ponding. c. Reduce storm sewer piping and ponding, in accordance with the final approved PUD and plat plans. d. Shade streets to minimize the heat island effect in accordance with the final approved PUD and plat plans. e. Compact Development decreases urban sprawl. f. Use of eco-lawns (no-mow) in central green space, landscaped outlots and for all lawn areas of all home lots; eliminating dependency on irrigation and minimizing need for mowing. g. Utilization of native landscaping in accordance with City's native plant ordinance throughout development and no plantings that contain neonicotanoids. Drought tolerant plantings will require no irrigation; as well as low maintenance needs and costs to the HOA. h. Reduce impervious surfaces through eliminating some alleyways in accordance with the final approved PUD and plat plans. 40 i. Increase the amount of pervious surfaces. Install pervious surface sidewalks from the driveway to the front door of the model home and provide this as an option on all other units. j. Permeable Pavers—install permeable pavers at sidewalk to park shelter to decrease impervious surfaces and allow for groundwater recharge. S. Site Lighting: a. Install high efficiency LED street lights; limiting light pollution, lowering maintenance and operational costs for the City. b. Install solar pathway lighting; eliminating the operational costs to the HOA and eliminating infrastructure required in standard practices (trenching for conduits/piping). 6. Site furnishings: install park furniture made of recycled plastics, (ie picnic tables). 7. Community Garden plots: Promotes local food growth and community gathering space. 8. Walkable Streets: minimal distance between the sidewalk and most buildings, sidewalks along 100%of street length, elevated ground floors, low design speeds for most streets, minimal driveway crossings along sidewalks. 9. Neighborhood Connections: connections to existing bike/walking trails and neighborhood sidewalks. Also, no cul-de-sacs are encouraged. 10. Community participation: multiple forms of community feedback to guide the project through design, in accordance with the final approved PUD and plat plans. 11. Solar and Green Roofs: Install green roofs on the garden shed and park shelter; install solar panels on the park shelter roof which can be used to power the bollards or other features in the common area. Excess electricity can be sold back to Xcel Energy and the proceeds from the sale can be used to offset Home Owners Association (HOA) costs. 12. Rain Barrels: Install at the park shelter and garden shed to capture excess rainwater and utilize in the garden plots. 13. Tot Lot—provide community gathering space for children 14. Site Signage: Install educational and interactive signage throughout public spaces of the development to inform residents, and community members, of the green strategies used. For example, create a sign by the rain garden that educates the importance and functions of these site features. We will work in partnership with the City, as they continue to educate residents of the importance of water resources, etc. 15. The developer shall provide as an option to potential buyers a floor plan providing single level living design. 16. Increase Green site features/benefits by increasing on-site storm water infiltration by the addition of bioswales and increased rain garden area, in accordance with the final approved PUD and plat plans. 41 EXHIBIT D to H.R.A. RESOLUTION NO. 2014-02 Housing Project Agreement HOUSING PROJECT AGREEMENT THIS AGREEMENT, made as of the 19th day of August, 2014, by and between the Housing Redevelopment Authority in and for the City of Eden Prairie, Minnesota, a municipal corporation and political subdivision organized and existing under the Constitution and the laws of the State of Minnesota (the "HRA") and Eden Gardens, LLC, a Minnesota limited liability company (the "Developer"), WITNESSETH: WHEREAS, pursuant to Minn. Stat. 469.017, the HRA has the authority to complete a housing development project; WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-01 at a duly noticed meeting on August 19, 2014. In H.R.A. Resolution No. 2014-01 the HRA found that there is a shortage of decent, safe, and sanitary housing for persons of moderate income and their families in the City and determined to carry out a housing development project to partially alleviate the shortage (the "Project"); WHEREAS, the property on which the Project will be constructed is located at the southwest corner of Eden Prairie Road and Scenic Heights Road as illustrated on attached Exhibit A ("Project Area") and is legally described on attached Exhibit B. WHEREAS, the goals for the Project are to increase environmental sustainability/energy efficiency and single family housing affordability for moderate income individuals and their families. The intent of the Project is to create an environmentally sustainable single family neighborhood with implementation of"green" measures with 20 of the housing units to be sold to people with moderate incomes as defined below; WHEREAS, in order to ensure that the housing development project partially alleviates the shortage of moderate income housing, the HRA in H.R.A. Resolution No. 2014-01 established moderate income and affordability limits for the Project; WHEREAS, based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, the HRA has determined that 16 of the housing units in the Project may be sold at market rates. The market rate housing units shall be located on Lot 1, Block 1 and Lots 1-15, Block 5, Eden Gardens. The remaining 20 housing units (collectively the "Moderate Income 42 Units") must be sold to people with incomes that fall within the range of the "Moderate Income Limits" (as defined below in Paragraph 1.13 hereof) and at prices that fall within the range of "Affordable Housing Prices" (as defined below in Paragraph LC hereof), that are applicable at the time of such sale. The Moderate Income Units shall be located on Lots 1-5, Block 2, Lots 1- 5, Block 3, and Lots 1-10, Block 4, Eden Gardens; and WHEREAS, the HRA adopted H.R.A. Resolution No. 2014-02 at a duly noticed public hearing on August 19, 2014. In H.R.A. Resolution No. 2014-02 the HRA approved the purchase and sale of the Project Area; set the estimated market value of the Project Area; and selected Developer to complete the Project subject to the condition that Developer and HRA enter into this Housing Project Agreement. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1. Housing Criteria. The Project shall consist of 36 single family units. Twenty units shall be Moderate Income Units. The remaining 16 units may be sold at market rates. The size of the 20 Moderate Income Units shall range between 1600 and 2200 square feet above grade and the 16 market rate units shall range between 1600 and 2600 square feet above grade. Floor plans available for potential buyers shall include a one-level living floor plan option. The 20 Moderate Income Units shall be priced and sold based on the following calculations: A. Project Feasibility. Based on evidence presented by developers who responded to the Project Request for Proposals, in order to make the Project feasible and to provide the desired moderate income housing, 16 of the housing units in the Project may be sold at market rates. The market rate units shall be built on Blocks 1 and 5 as shown on the Preliminary Plat of Eden Gardens. The 20 Moderate Income Units must be sold: (i) to people who qualify under the Moderate Income Limits set forth below in B; and (ii) at the Affordable Housing Prices set forth below in C. B. Moderate Income Limits. The U.S. Department of Housing and Urban Development annually determines the area median income for Hennepin County ("Area Median Income"). The Area Median Income is published annually in December for use in the following year. The HRA hereby determines that the moderate income limits for the Project (the "Moderate Income Limits") shall be 80% to 120% of the Area Median Income. (For example, the Area Median Income for Hennepin County published in December 2013 for use in the year 2014 was $82,900. The moderate income limits for all Moderate Income Units sold in 2014 is $66,320 to $99,480.) C. Affordable Housing Prices. Based upon the Area Median Income the Minnesota Housing Finance Authority annually sets a loan limit for the I I-County Metro ("Area Affordable Price"). The Area Affordable Price is published in December for use in the following year. For purposes hereof, the affordable housing prices for persons of moderate income for the Project shall be 80% to 120% of the Area 43 Affordable Price (the "Affordable Housing Prices") (For example, the Area Affordable Price published in December 2013 for use in the year 2014 was $310,000. Consequently, the Affordable Housing Prices for all Moderate Income Units sold in 2014 is $248,000 to $372,000.) 2. Minnesota's Green Path Development Standards. The Developer shall construct the Project in a manner that meets Minnesota's Green Path ("Green Path") standards as required in the attached as Exhibit C. 3. Community Involvement. The Developer shall engage the community by involving Hennepin Technical College. Specifically, the Developer shall involve students through opportunities such as framing a home, learning how `green' mechanical/electrical systems work or learning green techniques used in stormwater management. 4. Sale of the Project Area. For purposes of this Agreement, "sale" includes any transfer of a housing unit including but not limited to sale, conveyance, gift, and involuntary transfer. The Developer may not close on the sale of any Moderate Income Unit unless all of the following conditions have been met: A. All infrastructure including streets, sanitary sewer, water, and storm sewer, but not including landscaping and the final wear course on streets and other items that cannot reasonably be completed due to winter weather conditions and that do not materially affect the use or function of such items of infrastructure, are substantially complete and accepted in writing by the City; B. All public space including common areas, parks and community buildings are complete and accepted in writing by the HRA; C. The residential structure on the lot to be sold has been issued a certificate of occupancy or temporary certificate of occupancy; and D. The sale has been approved in writing by the HRA prior to closing in order to ensure compliance with the terms of this Agreement. In order to request such approval for the sale of each Moderate Income Unit, Developer, or any subsequent owner that is selling a Moderate Income Unit, shall submit a complete application to the HRA for the sale of each Moderate Income Unit in such form and substances as required by the HRA, which shall include at a minimum all information required by the HRA to verify the income of the prospective purchaser. Upon receipt of a complete application the HRA shall inform the Developer or other requesting party, in writing and within five business days, whether the application is approved. If the HRA fails to respond to a complete application within five business days, the application will be deemed approved. 5. Initial Sale of Housing Units by Developer. Initial sale of Moderate Income Units by the Developer shall comply with the income and pricing requirements set forth in Paragraph 1. In addition, during the Preference Period, the initial sale of all housing units by the 44 Developer shall give preference to prospective buyers who live or work in the City of Eden Prairie. During the Preference Period, Developer shall market to residents and employees of Eden Prairie businesses and permit those who live or work within the City of Eden Prairie to have the first opportunity to sign a purchase agreement for their desired lot, or if no specific lot is specified, for a lot within the Project. As used herein, the phrase "Preference Period" shall refer to the period of time that elapses between the date hereof and the 180th day after the date of the issuance of the first building permit for the Project. 6. Future Sale of Housing Units. After the initial sale of any Moderate Income Unit by the Developer, the seller in any subsequent sale of a Moderate Income Unit that consists of a "Non-Qualifying Sale" and that is closed within 10 years of the date of the initial sale by the Developer of the subject Moderate Income Unit, shall remit the "Applicable Portion of the Profit" received by such seller in such transaction to the City for reinvestment in low and moderate income housing initiatives. As used herein, the phrase "Non-Qualifying Sale" shall be defined as the sale of a Moderate Income Unit that is closed within 10 years of the date of the initial sale of such Moderate Income Unit by the Developer and that is made either: (i) to a buyer that has income in excess of the Moderate Income Limits or (ii) at a price that is in excess of the Affordable Housing Prices, both as measured in the year in which the closing of such sale of the Moderate Income Unit occurs. The Seller of any Moderate Income Unit may apply to the HRA pursuant to Paragraph 4.1) hereof for a determination that a prospective sale of such Moderate Income Unit shall not constitute a Non-Qualifying Sale. As used herein, the phrase "Applicable Portion of the Profit" shall refer to the portion designated pursuant to the chart set forth below in Paragraph 6.13. A. Profit. The "Profit" from the subsequent sale of a Moderate Income Unit shall be defined as the funds received by the seller from the buyer at the closing of such sale, after deduction of the sum of the following: (i) all costs and fees listed on the settlement statement (which costs shall include any park dedication fee paid pursuant to Paragraph 7 hereof), excluding amounts necessary to satisfy any mortgages recorded against the property; (ii) the amount of the seller's basis in the Moderate Income Unit as of the date of its acquisition thereof; plus (iii) the cost of improvements made by the seller as defined in IRS publication 523 which increase the seller's basis in the Moderate Income Unit. B. Remittance. The amount of any "profit" that is required to be remitted to the City by the seller of a Moderate Income Unit in a Non-Qualifying Sale shall be as follows: Time elapsed since the date of the Profits to be initial purchase of the housing unit remitted to from the Developer City Less than I year 90% At least 1 year but less than 2 years 80% At least 2 years but less than 3 years 70% At least 3 years but less than 4 years 60% At least 4 years but less than 5 years 50% 45 At least 5 years but less than 6 years 40% At least 6 years but less than 7 years 30% At least 7 years but less than 8 years 20% At least 8 years but less than 9 years 10% At least 9 years but less than 10 years 5% Regardless of the number of times a Moderate Income Unit is sold, the requirements of this Paragraph 6 shall apply to any subsequent sale of such Moderate Income Unit that consists of a Non-Qualifying Sale and shall be based on the amount of time that has elapsed from the date of the initial sale of the housing unit by the Developer; provided, however, the provisions of this Paragraph 6 shall not be applicable to any sale of any Moderate Income Unit that closes at any time subsequent to the loth anniversary of the closing of the initial sale of such Moderate Income Unit by the Developer. 7. Park Dedication Fee. The park dedication fee of $6,500.00 per unit shall be waived for each Moderate Income Unit; provided, however, if any closing upon the sale of a Moderate Income Unit in a Non-Qualifying Sale occurs at any time within 10 years of the date of the initial sale of the Moderate Income Unit by the Developer, the waiver of the park dedication fee for that Moderate Income Unit shall be revoked and such park dedication fee in the amount of$6,500.00 shall be due and payable at the time of the closing of such Non-Qualifying Sale. 8. Bond. Prior to issuance of any grading or building permits for the Project Area, Developer shall provide to the HRA a bond equal to $100,000 to secure the Developer's obligations pursuant to this Agreement, including to reimburse the HRA for costs, including reasonable attorney fees, incurred by the HRA in any action to enforce or interpret the provisions of this Agreement (the "Security"). The HRA may draw down on or make a claim against the Security, as appropriate, upon five (5) business days' notice to the Developer, for any violation of the terms of this Agreement or if the Security is allowed to lapse prior to the end of the required term. If the Security has not then been renewed, replaced or otherwise extended beyond the expiration date, the HRA may also draw down or make a claim against the Security as appropriate. If the Security is drawn down on or a claim is made against the Security, the proceeds shall be used to cure the default(s) and to reimburse the HRA for all costs and expenses, including attorneys' fee, incurred by the HRA in enforcing this Agreement. Any amount of the Security that is drawn by the HRA shall be held by the HRA in trust and disbursed only if, and to the extent, that the Security may be disbursed hereunder. Developer shall be released from any further obligation to maintain the Security and all amounts of such Security that may then exist shall be released to Developer upon the earlier of the following: (i) the sale of all Moderate Income Units by the Developer; or (ii) the termination of Developer's obligations to sell the Moderate Income Units as set forth in Paragraph 12 below. 9. Developer Warranties. Developer makes the following representations and warranties: A. The Developer is a Minnesota limited liability company, has power to enter into this Agreement and to perform its obligations hereunder and, by doing so, is not 46 in violation of any provisions of its articles of organization, operating agreement or member control agreement or the laws of the State. B. The Developer has obtained funds sufficient for the acquisition or construction of the Project. C. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement is not prevented, limited by or conflicts with (unless all necessary waivers, consents or the like have been obtained) or results in a breach of, material terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which they are bound, or constitutes a material default under any of the foregoing. 10. City Development Agreement. Prior to issuance of any grading or building permits for the Project Area, Developer shall enter into a Development Agreement with the City of Eden Prairie with respect to the Project and such Development Agreement shall be recorded against the Project Area. 11, Revision of Limits and Prices. If there are no prospective purchasers for any of the Moderate Income Units within six months following the issuance of the first building permit for the Project and upon written request of the Developer, the FIRA shall revise the Moderate Income Limits and Affordable Housing Prices. 12. Moderate Income Units. Notwithstanding any contrary provision herein, the Developer's obligation to sell the Moderate Income Units subject to the requirements in Paragraph 1, and the conditions applicable to the Developer's sale of any Moderate Income Units in Paragraph 4, shall terminate upon the earlier of. (i) no Moderate Income Units have sold within 36 months following the issuance of the first building permit for the Project: or (ii) no Moderate Income Units have sold in the previous 12 months. Developer shall submit to the HRA evidence substantiating such lack of sales and the HRA shall execute an amendment to this Agreement terminating the obligation in Paragraph 1 and conditions in Paragraph 4. Upon such termination, the provisions of Paragraph 6 shall be deemed terminated with respect to any unsold Moderate Income Units, the waiver of the park dedication fee for unsold Moderate Income Units set forth in Paragraph 7 shall be revoked and the park dedication fee for all unsold Moderate Income Units shall become immediately due and payable by the Developer. Any Moderate Income Units which have been sold prior to termination shall remain subject to Paragraphs 6 and 7. All obligations in this Agreement not specifically amended or terminated by this Paragraph shall survive, including but not limited to applicable provisions concerning the remittance of a portion of "Profits" set forth in Paragraph 6 for Moderate Income Units sold prior to such termination. 13. Binding. This Agreement shall be recorded against the Project Area. Provisions of this Agreement shall be binding upon and enforceable as real covenants that "run" with the title to all lots within the Project Area, and shall also be enforceable against, and inure to the 47 benefit of the HRA and the Developer; provided, however, and notwithstanding any contrary provision herein, although the provisions of Paragraphs 6 and 7 herein constitute real covenants that run with title to the Moderate Income Units and that are enforceable against future owners of Moderate Income Units to the extent provided therein, Developer shall have no personal obligation to perform any of the covenants of Paragraphs 6 and 7 hereof, provided the Developer is not the seller in any transaction that constitutes a Non-Qualifying sale. 14. Remedies. Developer acknowledges, on its own and for all successors and assigns, that the rights of HRA to perform the obligations of Developer contemplated in this agreement are special, unique, and of an extraordinary character, and that, in the event that Developer violates, or fails, or refuses to perform any covenant, condition, or provision made herein, HRA may be without an adequate remedy at law. Developer agrees, therefore, that in the event Developer violates, fails, or refuses to perform any covenant, condition, or provision made herein, HRA may, at its option, institute and prosecute an action to specifically enforce such covenant, to enjoin conduct or activities that violate the terms hereof, withhold building permits, or seek any other remedy available at law or in equity. In the event of any litigation between the I-IRA and Developer to enforce or interpret the provisions hereof in which the HRA is the prevailing party, the HRA shall be entitled to an award requiring Developer to reimburse the HRA for all of its costs and expenses in such action, including reasonable attorneys' fees. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of any one or more remedies shall not constitute a waiver of any other remedy. 15. No HRA Liability. No failure of the HRA to comply with any term, condition, covenant or agreement herein shall subject the HRA to liability for any claim for damages, costs or other financial or pecuniary charges. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general fund or taxing powers of the HRA. 16. Recording. This Agreement shall be recorded at the County Recorder and / or Registrar of Titles at the closing of the Developer's purchase of the Project Area from the HRA. This Agreement shall be recorded after the deed from the HRA to Developer and prior to any mortgages or encumbrances. No land alteration or building permits for the Project Area shall be issued until proof of filing of the Agreement is submitted to the HRA. 17. Right of Entry. The Developer hereby grants to the HRA and the City of Eden Prairie, their agents, employees, officers and contractors a license to enter the Project Area to perform all work and inspections deemed appropriate by the HRA or City in conjunction with this Agreement. 18. No Third Party Beneficiaries. Except with respect to Developer, the HRA, and the covenants hereof that "run" with title to the lots within the Project pursuant to Paragraph 13 hereof, no provision of this Agreement inures to the benefit of any third person, including the public at large, so as to constitute any such person as a third-party beneficiary of the Agreement or of any one or more of the terms hereof, or otherwise give rise to any cause of action for any such person. 48 IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. [signatures on following pages] 49 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE By NOT FOR SIGNATURE Nancy Tyra-Lukens Its Chair By�NOT FOR SIGNATURE, Rick Getschow Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this 19th day of August, 2014, by Nancy Tyra-Lukens and Rick Getschow, respectively the Chair and Executive Director of the Housing and Redevelopment Authority in and for the City of Eden Prairie, on behalf of said authority. NOT FOR SIGNATURE Notary Public 50 EDEN GARDENS, LLC By NOT FOR SIGNATURE Date: Matthew Hanish Vice President STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, Matthew Hanish, the Vice President, of Eden Gardens, LLC, a Minnesota limited liability company, on behalf of the company. NOT FOR SIGNATURE Notary Public THIS INSTRUMENT WAS DRAFTED BY: Gregerson, Rosow, Johnson & Nilan, LTD 650 Third Ave S, Suite 1600 Minneapolis, MN 55376 51 EXHIBIT A TO TO HOUSING PROJECT AGREEMENT Depiction of Project Area 52 EXHIBIT B TO HOUSING PROJECT AGREEMENT Legal Description of Project Area Parcel 1: .I hat part of Tract A described below: Tract A. That part of the Southwest Quarter of the Southeast Quarter of Section 17, Tow=nship 116 North, Range 22 Vv`est. Hennepin Courn�. :�linnesota.described as folkaws: F3eginning at the southeast corner of said Southwest Quarter of the Southeast Quarter: thence north along the east line thereof 914 feet, thence deflecting right 81 degrees 37 minutes 00 seconds a distance of 244 feet,more or less. to the centerline of County Road No. 4,thence northerly along said centerline 116.3 teet; thence westerly 482.6 feet,more,or less to a point 1,018.6 feet north of the south ]tile of said Southeast Quarter in a line described as beginning at the southeast corner of said Sontltwes[Quarter of the Southeast Quarter of said Section 17, thence west along the south tine thereof 274 feet:thence deflecting right 91 degrees 58 minutes 30 seconds a distance of 1,018,E feet;thence south along said line L018.6 feet to south line thereof:thence east along said soullt line 2TI feet to point ofbeginning:excepting therefrom said ('ounty Road No. -1 Which lies southerly of l-ine t described below: [.ine 1 Beginning,at the northwest corner of Lot I, Block 2,FAMF11-.1.[)OF E.DEN PIZAIRIE 5TI I ADDITION. thence North 84 degrees 38 minutes 27 seconds Fast,assuiued bearing.along the north line of said I.of I for 107.05 feet to the northeast corner of'said L.ix 1; thence deflect to the right on a tangential cure It, y in&,a radius of-180.87 feet and a central angle of 19 degrees I I minute; 19 Seconds for 161.05 feet:thence South 76 degrees 10 minutes 15 seconds I.-ast 36.57 feet: thence South 6.1 degrees 51 minutes 39 seconds l�;ast 50.99 feet: thence South 76 degrees 10 minutes 15 seconds Eiast 32.5.4 feet and there terminating, Parcel 1 That part of"l-ract A described below: Tract.A. Beginning at the southwesi currier of the Southeast thtarter of the Southeast Quarter Of Section 17, Township 116 North; Range 22 'Kest, I lennepin Coiutty',Minnesota:thence run northerly along the west line thereof 91.1.00 feet, thence detlecting,right 81 degrees 37 minutes Oil seconds, 244.00 feet,more or less,to the centerline of'County'Road No.4 thence southeasterly along said centerline to a point 1,16.50 feet northerly of at right angles front the south line ofsaid Southeast Quarter of the Soutlicast Quarter:thence westerly to a point 18924 feet east from the \yest line thereof:thence southerly 1.16 50 feet,thence westerh 189?4 feet to the beginning, lying westerl}-of the westerly right of waY line Of Cirunl}' Road No.•1; which lies northerly of a line run parallel with and distant 50 feet southerly of Line I described below. Line 1. Commencing at the northwest corner of'Lot I, Block ',FAIRFIF..L.I.) OF FDI:�N PRAIRIE. 5TH ADDITION, Hennepin CoUnIV, Minnesota, thence North 84 degrees 38 Minutes 27 seconds East,assumed bearing, along the north ]tile of said Lot 1, 107.05 feet to the northeast corner of said Litt 1;thence deflect to the right on a tangential eurye haying a radius of 480.87 feet and a central angle of 19 degrees I I minutes 19 seconds for 161 05 feet: thence North 13 degrees 49 minutes 45 seconds Fast,40.00 feet,thence South 76 degrees 10 minutes 15 seconds East, 100.20 feet to the west line of Tract A hereinbefore described which is the point of beginning of Line I to be described; thence South 76 degrees 10 minutes 15 seconds East 18.91 feet; thence deflect to the left on a tangential curve haying a radius of 520.87 feet and a central angle of 24 degrees I I minutes 09 seconds for 219.87 feet; thence North 79 degrees 38 minutes 36 seconds East 100 feet and there terminating, 53 together with that pate of Tract A hereinbefore described,adjoining and southerly of the above described strip, which lies northerly of the following,described line: Beginning,at a point on the east line of said Tract A,distant 23.06 feet southerly of its intersection with said 50 font parallel line, thence nut northwesterly to a point on said paraliet line, distant 20.06 feet westerly-of said intersection and there terminating; logether with that pats of Tract A hereinbefore described, which lies easterly of Line 2 described below: Line 2. From the most easterly corner of said'Tract A run westerly along the south line of Said'Tract A for 20 f`ect to the point of beginning of Line 2 to be described;thence run northwesterly to it point distant 8 feet soutliwesterly (measured at right antlesl of a point on the east line of said Tract A,distant 330 feet northwesterly of sand most easterly corner, thence deflect it)the left at an angle of 90 degrees 00 urinates 00 seconds for 2 feet, thence rune northerh in it point on the east line of said Tract A.distant 455 feet northwesterly of said most easterly corner and there to►lminating; Parcel 3: That part of Tract A described below: Tract A. Beginning at the southwest corner of the Southeast Quarter of file Southeast Quarter of Section 17, Township 110 North,Range 22 West.IIemtepin County.Minnesota,thence run northerly along the west line thereof 914.00 feet, thence deflecting right 81 degree;37 mimrtes 00 seconds, 244.00 feet, more or less,to the centerline of County Road No.4:thence southeasterly along said centerline to a point 1.16.50 leer northerly ofat right angles from the south line of said Southeast Quarter of the Southeast Quarter;thence we;terly to a point 189.24 feet east from the west line thereof,thence southerly 146.50 feet_thence wVe terly 18924 feet to the beginning, lying westerly of ilic westerly right ofwway line of County Road No.4; which lies southerly of a line rust parallel with and distant S0 feet southerly of Line I described below and westerly of tine 2 described below: Line I. Commencing at the northwest corner ofLot 1,Block 2, FAIRFIELD OF EDEN PRAIRIE;STFI ADDITION4 Ilennepin County. N inncsom', thence Notch 84 degrees 38 minutes!-7 seconds East, assumed bearing,.. along,the north line of said Lot 1, 107,05 feet to the northeast corner of said Lot I' thence deflect to the right on a tangential curve haying radius of,180,87 feet and a central angle of 19 degrees l I ninnutes 19 seconds for Ib1.05 feet: thence North 13 degrees-19 nninutes 45 seconds East..10.00 feet, thence South 76 degrees 10 minutes 15 second; East, 100.20 feet to die west line of"tract A hereinbefore described which is the point of beginning of Line I to be described;thence South 76 degrees t0 minutes 15 seconds Last 1891 feet,thence deflect to the left inn a tangential curve haying,a radius of 5210 87 feet and a central angle of24 degrees 1 I minutes 09 seconds for 219.87 feet; thence North 79 detcrees 38 minutes 36 seconds East 100 feet and there tenuinating. Line 2. From the most easterly corner of said Tract A run westerly along the south line of said Tract A for 20 feet to the point of'beginning of Line 2 to be described,thence run northwesterly to a point distant 8 feet southwesterly (measured at right angles)of a point on the east line of said Tract A,distant 330 feet nortlwesterly of said most easterly°cornet;thence deflect to the left at an angle of 90 degrees 00 minutes 00 seconds for 2 feet;thence nun northerly to a pirint on the east fine of said Traci A,distant 455 feet northwesterly of said most easterly corner, thence run northerly along said east line to a point distant 23.06 feet southerly of its intersection with a line r►.tit parallel with and distant 50 feet southerly of line l described above;thence run noitimesterly to a point on said parallel line,distant 20.06 feet westerly of said intersection and there terminating: 54 To be platted as: Lot 1, Block 1; Lots 1-5, Block 2; Lots 1-5, Block 3; Lots I A 0, Block 4; Lots 1-15, Block 5; and Outlots A, B, C, D, E, F, and G, Eden Gardens, Hennepin County. 55 EXHIBIT C TO HOUSING PROJECT AGREEMENT Green Features and Sustainable Neighborhood Items 1. Green Path advanced certified homes: efficient windows, insulation improvements, high efficiency HVAC systems, high efficiency appliances and efficient lighting systems, etc. Eden Gardens will be the first development wide effort, in the state, to build all homes to Green Path Advanced Certification. 2. Homes: a. Build all homes to be 'solar ready', allowing residents an easy retrofit for solar panels. b. Rough in electric, in garages, required for electric car chargers. c. Offer sun tunnels as an option. d. The model home will have a solar feature installed to display the possible solar options for future residents. The solar feature will consist of either a solar PV panel (electricity) or a solar hot water panel system to heat the homes water. Solar options will be available on all homes. e. Use of low VOC paints and insulation with a minimum of 20% recycled content on all units. On all market rate units, use of finger-jointed lumber for a minimum of 1/3 of the home's dimensional lumber. 3. Construction: All construction waste must be sorted and recycled as appropriate. 4. Low impact Site development strategies a. Reduce impervious surfaces; narrower street sections, in accordance with the final approved PUD and plat plans b. Reduce stormwater runoff and manage via rain gardens and bio-swales, in accordance with the final approved PUD and plat plans. Keep all stormwater mgmt on site; not utilizing MnDOT pond or other regional ponding. c. Reduce storm sewer piping and ponding, in accordance with the final approved PUD and plat plans. d. Shade streets to minimize the heat island effect in accordance with the final approved PUD and plat plans. e. Compact Development decreases urban sprawl. f. Use of eco-lawns (no-mow) in central green space, landscaped outlots and for all lawn areas of all home lots; eliminating dependency on irrigation and minimizing need for mowing. g. Utilization of native landscaping in accordance with City's native plant ordinance throughout development and no plantings that contain neonicotanoids. Drought tolerant plantings will require no irrigation; as well as low maintenance needs and costs to the HOA. h. Reduce impervious surfaces through eliminating some alleyways in accordance with the final approved PUD and plat plans. 56 L Increase the amount of pervious surfaces. Install pervious surface sidewalks from the driveway to the front door of the model home and provide this as an option on all other units. j. Permeable Pavers—install permeable pavers at sidewalk to park shelter to decrease impervious surfaces and allow for groundwater recharge. S. Site Lighting: c. Install high efficiency LED street lights; limiting light pollution, lowering maintenance and operational costs for the City. d. Install solar pathway lighting; eliminating the operational costs to the HOA and eliminating infrastructure required in standard practices (trenching for conduits/piping). 6. Site furnishings: install park furniture made of recycled plastics, (ie picnic tables). 7. Community Garden plots: Promotes local food growth and community gathering space. 8. Walkable Streets: minimal distance between the sidewalk and most buildings, sidewalks along 100%of street length, elevated ground floors, low design speeds for most streets, minimal driveway crossings along sidewalks. 4. Neighborhood Connections: connections to existing bike/walking trails and neighborhood sidewalks. Also, no cul-de-sacs are encouraged. 10. Community participation: multiple forms of community feedback to guide the project through design, in accordance with the final approved PUD and plat plans. 11. Solar and Green Roofs: Install green roofs on the garden shed and park shelter; install solar panels on the park shelter roof which can be used to power the bollards or other features in the common area. Excess electricity can be sold back to Xcel Energy and the proceeds from the sale can be used to offset Home Owners Association (HOA) costs. 12. Rain Barrels: Install at the park shelter and garden shed to capture excess rainwater and utilize in the garden plots. 13, Tot Lot—provide community gathering space for children 14. Site Signage: Install educational and interactive signage throughout public spaces of the development to inform residents, and community members, of the green strategies used. For example, create a sign by the rain garden that educates the importance and functions of these site features. We will work in partnership with the City, as they continue to educate residents of the importance of water resources, etc. IS. The developer shall provide as an option to potential buyers a floor plan providing single level living design. 16. Increase Green site features/benefits by increasing on-site storm water infiltration by the addition of bioswales and increased rain garden area, in accordance with the final approved PUD and plat plans. 57