Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2023-04-18 City Council Meeting Packet
Agenda City Council Meeting City of Edina, Minnesota City Hall Council Chambers Tuesday, April 18, 2023 7:00 PM Watch the meeting on cable TV or at EdinaMN.gov/LiveMeetings or Facebook.com/EdinaMN. Participate in Community Comment Call 786-496-5601 Enter Conference 0331202# Press *1 on your telephone keypad when you would like to get in the queue to speak An operator will introduce you when it is your turn I.Call To Order II.Roll Call III.Pledge of Allegiance IV.Approval Of Meeting Agenda V.Community Comment During "Community Comment," the Mayor will invite residents to share issues or concerns that are not scheduled for a future public hearing. Items that are on tonight's agenda may not be addressed during Community Comment. Individuals must limit their comments to three minutes. The Mayor may limit the number of speakers on the same issue in the interest of time and topic. Individuals should not expect the Mayor or Council to respond to their comments tonight. The City Manager will respond to questions raised during Community Comments at the next meeting. A.City Manager's Response to Community Comments VI.Adoption Of Consent Agenda All agenda items listed on the Consent Agenda will be approved by one motion. There will be no separate discussion of items unless requested to be removed by a Council Member. If removed the item will be considered immediately following the adoption of the Consent Agenda. (Favorable rollcall vote of majority of Council Members present to approve, unless otherwise noted in consent item.) A.Approve Minutes: Work Session and Regular, Apr. 4, 2023 B.Approve Payment of Claims C.Request for Purchase: License Plate Readers D.Approve 2023 ARPA Grant Agreement Contracts E.Approve Public Participation Plan for Carryout Bag Ordinance Proposal F.Request for Purchase: To Enroll the City in Xcel's Energy Fleet Electri8cation Advisory Program G.Request for Purchase: Change Order: Citywide Facilities Fire Alarm & Sprinkler Services H.Request for Purchase: Painting the Edina Aquatic Center Pools I.Request for Purchase: Braemar Park Courtney Fields Planning Services J.Request for Purchase: Braemar Park Trail and Natural Resources Planning Services K.Request for Purchase: 2023 Commodities Quotes VII.Special Recognitions And Presentations A.East Edina Housing Foundation Report B.2022 Tra?c Safety Summary Report C.Proclamation: Arbor Day 2023 VIII.Reports/Recommendations: (Favorable vote of majority of Council Members present to approve except where noted) A.Resolution No. 2023-30: Accepting Donations B.Approve New On-Sale Intoxicating and Sunday Sale Liquor Licenses for The Lynhall Edina, LLC, dba The Lynhall No. 3945 C.Deny New On-Sale Wine License and On-Sale 3.2 Percent Malt Liquor License for DeLeo Brothers Pizza, LLC D.Resolution 2023-25: Establishing the 72nd and France 2 Tax Increment Financing District E.Approve Tax Increment Financing Redevelopment Agreement with 7250 France Group, LLC F.Ordinance No. 2023-04: Amending City Code Chapter 2, Setting Water Fee for 2023 G.Resolution No. 2023-20: Certi8cate of Appropriateness Appeal, 4630 Drexel Avenue H.Sketch Plan Review for 7235 France Avenue IX.Commission Correspondence (Minutes and Advisory Communication) A.Minutes: Parks & Recreation Commission Mar. 14, 2023 X.Manager's Comments A.Railroad Safety Legislative Position Statement B.Follow-Up for Planning Commission Work Plan Item C.Prep Memo Apr. 18, 2023 XI.Mayor And Council Comments XII.Adjournment The City of Edina wants all residents to be comfortable being part of the public process. If you need assistance in the way of hearing ampli8cation, an interpreter, large-print documents or something else, please call 952-927-8861 72 hours in advance of the meeting. Date: April 18, 2023 Agenda Item #: V.A. To:Mayor and City Council Item Type: Other From:Sharon Allison, City Clerk Item Activity: Subject:City Manager's Response to Community Comments Information CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: None. INTRODUCTION: City Manager Neal will respond to questions asked at the previous Council meeting. Date: April 18, 2023 Agenda Item #: VI.A. To:Mayor and City Council Item Type: Minutes From:Sharon Allison, City Clerk Item Activity: Subject:Approve Minutes: Work Session and Regular, Apr. 4, 2023 Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve minutes as presented. INTRODUCTION: ATTACHMENTS: Description Minutes: Draft Work Session, Apr. 4, 2023 Minutes: Draft Regular Session, Apr. 4, 2023 MINUTES OF THE EDINA CITY COUNCIL WORK SESSION COMMUNITY ROOM, CITY HALL TUESDAY, APRIL 4, 2023 5:30 P.M. CALL TO ORDER Mayor Hovland called the meeting to order at 5:34 p.m. ROLL CALL Answering roll call were Members: Agnew, Jackson, Pierce, Risser and Mayor Hovland Staff in attendance: Lisa Schaefer, Assistant City Manager; MJ Lamon, Community Engagement Manager; Cary Teague, Community Development Director; Emily Bodeker, Assistant Planning Director; Addison Lewis, Community Development Coordinator; Bill Neuendorf, Economic Development Manager; Chad Millner, Engineering Director; Jennifer Bennerotte, Communications Director; Jesse Meyer-Ruud, I.T. Support Supervisor; and Sharon Allison, City Clerk. Planning Commissioners: Chair Jimmy Bennett, Ryan Daye, Lou Miranda, Meriwether Felt, Bonnie Padilla, Quincy Smith, and William Bornstein. DEVELOPMENT REVIEW PROCESS Assistant City Manager Schaefer introduced the topic, and said Edina was the only city that has a duplicate public hearing process, once with the Planning Commission and once with the City Council. Schaefer said they have not made changes in many years and Council asked the Commission to review the process and make a recommendation. Community Engagement Manager Lamon presented the legal requirements for hearings and said the Commission’s recommendations would be around land use and hearings held by Council. Lamon reviewed the City’s community engagement process, how hearings have evolved overtime, including optional methods for residents to provide feedback in person, virtual call-in or on the City’s website, Better Together Edina (BTE). She spoke about the challenges as well as the pros and cons. Planning Commission Chair Bennett spoke about the recent Star Tribune article and how it mischaracterized their work on the hearings process. Bennett said they have been working on this process for over one year with an understanding of the Commission’s purpose, residents’ misunderstanding of when or where to provide feedback, City Council’s role and how impactful and long-lasting decisions were, and that they’ve received feedback from residents, staff and commissioners. He reviewed the current process for sketch plans which allowed for more informal review and feedback. He reviewed the hearing process that is unique to Edina and the challenge to optimize it. He spoke about residents’ feedback on BTE and improving this tool. He spoke about the struggle with communication, residents’ confusion because of the duplicate hearings, attending multiple hearings which leads to mistrust, and difficulty attending multiple meetings. Bennet said developers also shared concerns with duplicate process, mixed messages between Commission and Council, and how different the process was from other cities. Other challenges included increased staff time and costs, missing feedback between hearings, and longer, more meetings. Bennett reviewed the Commission’s goals to simplify, optimize and implement a new development review process. He said their recommendations were one hearing by the Commission, one Council meeting following the hearing, enable live comments on BTE and leave open after hearing until Council meeting, and to reassess after two years using public feedback. Edina City Council Work Session Meeting, April 4, 2023 Council asked questions and provided feedback including what they thought would be a strong desire from residents to be able address their elected body. Schaefer said the next step is for Council to provide a formal recommendation or continue the discussion. PLANNING COMMISSION JOINT MEETING – postponed to a future meeting. ADJOURNMENT Mayor Hovland adjourned the meeting at 6:49 pm. Respectfully submitted, ____________________________________________ Sharon Allison, City Clerk Minutes approved by the Edina City Council, April 18, 2023. ___________________________________________ James B. Hovland, Mayor Page 1 MINUTES OF THE REGULAR MEETING OF THE EDINA CITY COUNCIL APRIL 4, 2023 7:00 P.M. I. CALL TO ORDER Mayor Hovland called the meeting to order at 7:03 p.m. then shared the procedure for public hearing and community comment. II. ROLLCALL Answering rollcall were Members Agnew, Jackson, Pierce, Risser, Hovland. Absent: None. III. PLEDGE OF ALLEGIANCE IV. MEETING AGENDA APPROVED AS PRESENTED Member Jackson made a motion, seconded by Member Agnew, to approve the meeting agenda as presented. Rollcall: Ayes: Agnew, Jackson, Pierce, Risser, Hovland Motion carried. V. COMMUNITY COMMENT Arnie Bigbee, 7621 Edinborough Way, spoke about his disadvantages growing up and how those disadvantages were hard for people of different color or ethnicity. He suggested Edina help by providing affordable housing opportunities, end discriminatory zoning practices and that Juneteenth was a way to act on those outdated zoning rules and encourage all people to be welcome without exception. Robert Cundy, 4521 Drexel Avenue, shared concerns about the 4633 Arden Avenue construction project with design appeal by the developer and rejected by the Council. He said this was all new construction from the ground up and that the design was no longer historic and how no new construction should be allowed. Christina Brooks, 6566 France Avenue South #810, shared her appreciation to the Council for their work then shared concerns about the possibility of eliminating public hearings at Council meetings on proposed new developments. She said public discourse allowed residents to express opinions directly to their elected officials in an open and transparent setting and created a public record not just through letters, emails, and public posting boards. Janey Weston, 6136 Brookview Avenue, shared the importance of commenting in person with the Council and said she elected the Council not the Planning Commission and that public comment beyond Planning Commission included cameras which the public watches and was important element of the process to present to the Council and citizens of the City. Andy Brown, 5512 Park Place, shared concerns about additional TIF financing and as there were revenue/expense needs now and deferring income for 20 years into the future was not appropriate. He said there were serious public safety issues that required funding now and not in the future. Richard Stein, 7016 Bristol Boulevard, said he objected to the proposed Planning Commission process regarding public hearing changes and shared that while this would be more in line with other cities the Council was the elected body and public comment should not filtered by non-elected members such as Planning Commissioners. Minutes/Edina City Council/April 4, 2023 Page 2 V.A. CITY MANAGER’S RESPONSE TO COMMUNITY COMMENTS Assistant Manager Schaefer responded to Community Comments at the last meeting. VI. CONSENT AGENDA ADOPTED AS PRESENTED Member Pierce made a motion, seconded by Member Jackson, approving the consent agenda as presented: VI.A. Approve Minutes of the Worksession and Regular Meeting of March 21, 2023 VI.B. Approve Claims for Payment for Check Register Claims Pre-List dated March 17, 2023, totaling $1,025,408.74 and Pre-List dated March 24, 2023, totaling $513,019.19 VI.C. Request for Purchase; Parks & Recreation Software Annual Service Fee, awarding the bid to the recommended low bidder, CivicPlus, $43,763 VI.D. Request for Purchase; Aquatic Center Pump Room Design, awarding the bid to the recommended low bidder, HGA, $169,390 VI.E. Request for Purchase; Aquatic Center Changing and Concessions House Concept Design Services, awarding the bid to the recommended low bidder, HGA, $39,900 VI.F. Request for Purchase; ENG 23-1 Morningside C Neighborhood Roadway Reconstruction Project, awarding the bid to the recommended low bidder, GMH Asphalt Corporation, $5,533,534 VI.G. Request for Purchase; ENG 23-1 Morningside C Reconstruction Materials Testing, awarding the bid to the recommended low bidder, Braun Interec, $30,544 VI.H. Request for Purchase; 2023 Construction Observation and Administration Services, awarding the bid to the recommended low bidder, Short Elliott Hendrickson, Inc., $542,264 VI.I. Request for Purchase; Change Order for Fire Station #1 Building Automation System Update, awarding the bid to the recommended low bidder, UHL, $38,200 VI.J. Receive Staff Response to Lake Cornelia Traffic Petition VI.K. Approve Traffic Safety Report of February 28, 2023 VI.L. Adopt Resolution No. 2023-28; Accepting Donation of Automated External Defibrillators VI.M. Adopt Resolution No. 2023-29; Accepting Donation from the Edina Crime Prevention Fund for License Plate Readers VI.N. Approve Heritage Commission Appointment; Theresa Farrell-Strauss Rollcall: Ayes: Agnew, Jackson, Pierce, Risser, Hovland Motion carried. VII. SPECIAL RECOGNITIONS AND PRESENTATIONS VII.A. NATIONAL PUBLIC SAFETY TELECOMMUNICATORS WEEK – PROCLAIMED Member Risser made a motion, seconded by Member Pierce, to proclaim the week of April 9- 15, 2023, National Public Safety Telecommunicator Week. Rollcall: Ayes: Agnew, Jackson, Pierce, Risser, Hovland Motion carried. Dispatch Supervisor Harris accepted the proclamation on behalf of the dispatchers and thanked the Council for the recognition. A round of applause was offered by all. The Council thanked the dispatchers for their work and high level of professionalism of all dispatchers. VIII. PUBLIC HEARINGS Affidavits of Notice presented and ordered placed on file. VIII.A. NEW ON-SALE INTOXICATING AND SUNDAY SALE LIQUOR LICENSES FOR THE LYNHALL EDINA, LLC, DBA THE LYNHALL NO. 3945 – CONTINUED TO APRIL 18, 2023 Minutes/Edina City Council/April 4, 2023 Page 3 Clerk Allision stated The Lynhall No. 3945 was located at 3945 Market Street and was currently licensed for on-sale wine and 3.2 percent malt liquor. The applicant had applied for an on-sale intoxicating and Sunday liquor licenses which allowed for the sale and service of all liquor types unlike their current licenses. The Lynhall was also recently approved for a sidewalk café permit. Staff reviewed the application and found it complied with Code requirements. A background investigation was completed by the Police Department and was successful and the applicant had completed the required employee alcohol awareness training. Mayor Hovland opened the public hearing at 7:31 p.m. Public Testimony No one appeared. Member Jackson made a motion, seconded by member Pierce, to close the public hearing at noon on April 10, 2023, and continue consideration of the new on-sale intoxicating and Sunday sale liquor licenses for The Lynhall Edina, LLC, dba The Lynhall No. 3945, to the April 18, 2023, meeting. Roll call: Ayes: Agnew, Jackson, Pierce, Risser, Hovland Motion carried. VIII.B. RESOLUTION NO. 2023-25; ESTABLISHING THE 72ND AND FRANCE 2 TAX INCREMENT FINANCING DISTRICT – CONTINUED TO APRIL 18, 2023 Economic Development Manager Neuendorf stated this item pertained to the future use of Tax Increment Financing (TIF) to support redevelopment of 5-acres of vacant land located along the France Avenue commercial corridor. The resolution would establish the TIF district and adopt the TIF Plan for spending new property taxes collected within the boundaries of the district. A private developer proposed to redevelop the site at 7200-7250 France Avenue with two new buildings and reconstruct the property in accordance with the Planned Unit Development (PUD) zoning and in a manner that delivered many benefits to the general public. The public benefits would not be possible without the use of tax increment financing. He shared background regarding the substandard buildings that had existed prior to demolition and shared about the stormwater conditions of the site. The TIF plan was prepared by the City’s financial advisors with review by the City’s special counsel for TIF redevelopment matters. The Edina Housing and Redevelopment Authority approved this TIF Plan on March 23, 2023 and a public hearing should be held to collect additional input before the City Council makes a final decision. He shared more about the proposed TIF plan’s location and duration of two parcels, five acres, and creation of a new redevelopment district for 25 years with a projected tax capacity of $2,048,974 then shared the resulting of a new public realm that would include sidewalks, plaza, roadway, sidewalks and trail with stormwater ponding with maintenance being done by the developer. Mayor Hovland opened the public hearing at 8:05 p.m. Public Testimony Lori Syverson, Edina Chamber of Commerce, addressed the Council. Shelly Loberg, Edina Chamber of Commerce, addressed the Council. Richard Stein, 7016 Bristol Boulevard, addressed the Council. Lori Grotz, 5513 Park Place, addressed the Council. Jim Grotz, 5513 Park Place, addressed the Council. The Council asked questions and provided feedback. Minutes/Edina City Council/April 4, 2023 Page 4 Member Jackson made a motion, seconded by Member Agnew, to close the public hearing at noon on April 10, 2023, and continue consideration of Resolution No. 2023-25, establishing the 72nd and France 2 Tax Increment Financing District to the April 18, 2023, meeting. Roll call: Ayes: Agnew, Jackson, Pierce, Risser, Hovland Motion carried. VIII.C. RESOLUTION NO. 2023-26 APPROVING PRELIMINARY AND FINAL REZONING OF 4404 VALLEY VIEW ROAD FROM PCD-1, PLANNED COMMERCIAL DISTRICT TO PUD-25, PLANNED UNIT DEVELOPMENT 25; ORDINANCE NO. 2023-05, REZONING 4404 VALLEY VIEW ROAD – GRANTED FIRST READING - DENIED Community Development Director Teague stated City Homes and the City of Edina were requesting a rezoning from PCD-1, Planned Commercial District to PUD, Planned Unit Development for the property at 4404 Valley View Road. This site received a Conditional Use Permit to allow the multi-residential land use. This property also was approved for a four-unit townhome/rowhome project in 2022. The purpose of this request was to rezone the property to the intended long-term use of the site, residential, and not allow commercial uses in the future. The City Attorney had advised that a rezoning to PUD would be the proper method to ensure no commercial uses. The Planning Commission recommended denial of the rezoning request and the Commission further recommended approval of the subdivision request to allow the individual homes to be sold separately. The Commission believed the approved project conformed to the Comprehensive Plan, Small Area Plan and the existing PCD-1 zoning through the approved conditional use permit, site plan and variances. Council was asked to take action on the request on April 4, as this action was recommended by the City Attorney during the March 7 consideration of the subdivision request. The approved development plans for this project were not impacted by this decision and noted this will be the sixth public hearing on this project. He stated while both the Planning Commission and staff wanted to see this development occur the difference was the Commission felt existing zoning could support that but City Attorney’s opinion to address concerns led staff to recommend the rezoning. Rebecca Remik, City Homes, shared positives comments she received about investing in the City and said she lived and worked in Edina and her goal was to move her business to Edina. She said she wanted to build and renovate homes in Edina for current and new residents then shared their work to provide what the City had required throughout the process as it would have a positive impact in the community. She stated they had never changed or asked for changes to the project except the recent change regarding the rezoning as it was conditioned upon development of the parcel. Sara Bennet, Fredrickson & Byron, shared the rezoning was for the purpose of resolving ambiguity and the site plan approval for Edina Flats. She said this was not added to the community but transferred to row townhomes and that they had an approved project for townhomes. She said rather than City Homes coming before Council with this ambiguity they worked to follow the recommendation to rezone from PC-1 to PUD that was solely for a residential purpose to resolve the ambiguity. She said the public hearing did not have to do with the subdivision but were interrelated and that they wanted the project to work in Edina. Ms. Bennet said in the spirit of cooperation and support of the application to rezone and resolve the ambiguity they raised the topic to operate a commercial use out of a residential townhome. She stated she drafted the articles of incorporation and provided a draft to the City Attorney which would be recorded against the property and restrict owners’ use to a residential use which should help address any concerns. She spoke about the vacant parcel of land now and encouraged the Council to help City Homes create something here otherwise the process would start over with someone else and not provide the missing middle housing opportunity for this area as well as a nice transition to single family. Mayor Hovland opened the public hearing at 8:53 p.m. Public Testimony Janey Weston, 6136, Brookview Avenue, addressed the Council. Minutes/Edina City Council/April 4, 2023 Page 5 Susan Lee, 6708 Pointe Drive, addressed the Council. Patrick McGlynn, 4622 Casco Avenue, addressed the Council. Maggie Auguston Bookey, 5845 Ashcroft Avenue, addressed the Council. Britta Hovey, 5617 Zenith Avenue South, addressed the Council. Chris Fitzpatrick, 6020 Oaklawn, addressed the Council. Jim Grotz, 5513 Park Place, addressed the Council. Member Jackson moved, seconded by Member Pierce to close the public hearing. Roll call: Ayes: Agnew, Jackson, Pierce, Risser, Hovland Motion carried. The Council asked questions and provided feedback. Member Pierce introduced and moved denial of Resolution No. 2023-26 approving preliminary and final rezoning of 4404 Valley View Road from PCD-1, Planned Commercial District to PUD-25, Planned Unit Development 25 and to grant First Reading of Ordinance No. 2023-05 an Ordinance amending the Zoning Ordinance to add PUD-25, Planned Unit Development- 25, at 4404 Valley View Road. Member Agnew seconded the motion. Roll call: Ayes: Agnew, Jackson, Pierce, Risser, Hovland Motion carried. VIII.D. RESOLUTION NO. 2023-20; CERTIFICATE OF APPROPRIATENESS APPEAL, 4630 DREXEL AVENUE – CONTINUED TO APRIL 18, 2023 Assistant City Planner Bodeker stated Scott Busyn, applicant, was appealing the denial of an amended Certificate of Appropriateness (COA) by the Heritage Preservation Commission. The proposed COA amendment was for approval of the rebuilt chimney (as the chimney was built today) without the previously approved stone detailing. The Heritage Preservation Commission heard the amendment request at their January 9, 2023, meeting, and the certificate of appropriateness amendment approving the rebuilt chimney on June 14, 2022. She shared the existing chimney structure was unsafe and needed to be removed and plans for a new chimney with stucco and stone fireplace surround to match the original structure was approved without the exterior gas insert present. The request for an amendment was being sought by the applicant and the HPC discussed submitted detail that included distinctive features should be preserved and new additions and related new construction done in such a manner that if removed in the future the essential form and integrity would be unimpaired. She said the HPC denied the request based on the uniqueness to the home and relation to other projects in the area. HPC Chair Lonnquist shared history of the Edina Heritage Landmark Country Club District that included 555 homes not as landmarks on their own but as a whole and how the HPC was tasked with review of changes over time and their ability to achieve a high degree of compliance. She spoke about the importance of setting precedent of forgiveness rather than permission for approving changes after construction then spoke about three other COA amendment considerations and how this corner lot consideration included more alternations to primary facades were approved. Chair Lonnquist shared about the fireplace rebuild proposal in detail that included whenever replacement of a deteriorated building feature was necessary new construction should match the architectural characteristics of the feature being built. She spoke about arguments by the applicant that were not relevant including screening by landscaping or fencing. Minutes/Edina City Council/April 4, 2023 Page 6 Scott Busyn, applicant and Great Neighborhood Homes, thanked the Council for their consideration and thanked Chair Lonnquist and the HPC for their work preserving neighborhoods. He said he did not believe this was a significant change and shared how the homeowner did not like the stone detail once completed and felt the project met the Secretary of Interior Standards as it was not a substantial renovation. He said he felt the other amendments cited were not in line with appropriate approvals and said they felt singled out selectively over other projects and tha the HPC had a biased opinion on this project and asked for Council approval. The Council asked questions and provided feedback. Mayor Hovland opened the public hearing at 10:00 p.m. Public Testimony Janey Weston, 6136 Brookview Avenue, addressed the Council. Bob Cundy, 4521 Drexel Avenue, addressed the Council. Member Pierce made a motion, seconded by Member Jackson, to close the public hearing at noon on April 10, 2023, and continue consideration of Resolution No. 2023-20, denying an amended COA request to approve the rebuilt chimney without the previously approved stone detailing at 4630 Drexel Avenue, to the April 18, 2023, meeting. Roll call: Ayes: Agnew, Jackson, Pierce, Risser, Hovland Motion carried. IX. REPORTS/RECOMMENDATIONS IX.A. RESOLUTION NO. 2023-27; ACCEPTING DONATIONS – ADOPTED Member Jackson introduced and moved adoption of Resolution No. 2023-27, accepting donations. Seconded by Member Pierce. Rollcall: Ayes: Agnew, Jackson, Pierce, Risser, Hovland Motion carried. IX.B. RESOLUTION NO. 2023-22; RESOLUTION NO. 2023-22; CONDITIONAL USE PERMIT AND VARIANCE FOR US INTERNET AT 6444 XERXES AVENUE – ADOPTED Community Development Director Teague stated US Internet (USI) was requesting a Conditional Use Permit and Variance to construct a 1,900 square foot utility building at 6444 Xerxes Avenue. The variance requested was to construct a building with no windows due to security concerns and built with cultured stone and EIFS instead of brick or stone entirely. The existing structure would be removed from the site and the new building constructed. The facility would provide improved internet services to Edina residents. USI currently served the north/northeastern portions of Edina. The building on Xerxes would cover central and southern Edina. Member Jackson introduced and moved adoption of Resolution No. 2023-22, approving a Conditional Use Permit and Variance for US Internet at 6444 Xerxes Avenue. Member Pierce seconded the motion. Roll call: Ayes: Agnew, Jackson, Pierce, Risser, Hovland Motion carried. Curt Lange, 5301 Mirror Lakes Drive, shared their plan to provide internet cover for a significant portion of the City. Minutes/Edina City Council/April 4, 2023 Page 7 IX.C. RESOLUTION NO. 2023-16; SUBDIVISION AND DEVELOPMENT CONTRACT FOR 4404 VALLEY VIEW ROAD – ADOPTED Community Development Director Teague stated City Homes was requesting a subdivision of 4404 Valley View Road to establish individual lots for their four-unit townhome project that was approved for this site in 2022. The proposal simply creates the lot for each unit so that they would be sold off individually. The development contract had been drafted by the City Attorney and agreed upon by the applicant. No public improvements were being proposed with the exception of irons set to mark the property lines prior to any certificate of occupancy for the first unit. The Council asked questions and provided feedback. Member Jackson introduced and moved adoption of Resolution No. 2023-16, approving preliminary and final plat and development contract for 4404 Valley View Road. Member Pierce seconded the motion. Roll call: Ayes: Agnew, Jackson, Pierce, Hovland Nay: Risser Motion carried. IX.D. SKETCH PLAN FOR 7200 FRANCE AVENUE, PHASE 2 HOTEL – REVIEWED Mr. Teague said the City Council was asked to consider a sketch plan review of Phase 2 of the 7200/7250 France Avenue redevelopment site. The approved overall development plan for this site included a 150-unit apartment building and 10,000 square feet of retail. Hospitality uses were discussed with the overall development plan and one of the permitted uses allowed was a hotel. The applicant was now proposing a 150-room hotel and a restaurant on the main level at the corner of France and 72nd Street with the general mass and scale of the building would be the same. Ted Carlson, Orion Investments, said they spent a lot of time on 7250 France Avenue and now were seeking input on the 7200 building. He said after review they felt hospitality would fit the community and guidelines for a new and fresh use that would be unique and fill a niche market. He noted nothing had changed on the site plan or site layout as part of this proposed use. Nate Enger, ESG Architects, shared their proposal of 150-room boutique hotel, destination bar and restaurant component with a north/south connector to tie the project together. He spoke about connections to open greenspace and stormwater management area and how the building would be six stories above grade with pedestrian access and rooftop food and beverage terrace open to the public. He said there would be no surface parking and the site would provide an additional entry and connectivity with the Danila area and a portion of the underground ramp would be used for back of house activities with deliveries moved off any neighborhood-facing entrances. He shared proposed floor plans and explained the building would be stepped back for less massing and adjoining areas as much as possible. The Council asked questions and provided feedback. IX.E. COUNCIL MEMBER RISSER TO REPRESENT THE CITY ON THE NOISE OVERSIGHT COMMITTEE – APPOINTED Ms. Schaefer said the Metropolitan Airports Commission (MAC) Noise Oversight Committee (NOC) served an important accountability and liaison function among the MAC, airlines, FAA and the public around the subject of aviation noise and that the City’s current representative was former Council Member Mary Brindle and that Council Member Risser had expressed an interest in serving as the City’s NOC representative. Member Agnew made a motion, seconded by Member Pierce, to appoint Council Member Risser to the Metropolitan Airports Commission (MAC) Noise Oversight Committee (NOC). Rollcall: Minutes/Edina City Council/April 4, 2023 Page 8 Ayes: Agnew, Jackson, Pierce, Risser, Hovland Motion carried. X. COMMISSION CORRESPONDENCE (MINUTES AND ADVISORY COMMUNICATION) - Received X.A. MINUTES: HERITAGE PRESERVATION COMMISSION, JANUARY 9 AND FEBRUARY 13, 2023 X.B. MINUTES: ENERGY AND ENVIRONMENT COMMISSION, FEBRUARY 9, 2023 X.C. MINUTES: TRANSPORTATION COMMISSION; FEBRUARY 16, 2023 XI. MANAGER’S COMMENTS – Received XI.A. PREP MEMO APRIL 4, 2023 XII. MAYOR AND COUNCIL COMMENTS – Received XIII. ADJOURNMENT Member Jackson made a motion, seconded by Member Agnew, to adjourn the meeting at 11:42 p.m. Rollcall: Ayes: Agnew, Jackson, Pierce, Risser, Hovland Motion carried. Respectfully submitted, Sharon Allison, City Clerk Minutes approved by Edina City Council, April 18, 2023. James B. Hovland, Mayor Video Copy of the April 4, 2023, meeting available. Date: April 18, 2023 Agenda Item #: VI.B. To:Mayor and City Council Item Type: Claims From:Alisha McAndrews, Finance Director Item Activity: Subject:Approve Payment of Claims Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve claims for payment: Check Register Claims Pre-List Dated 03.31.23 TOTAL $2,132,958.17 Check Register Claims Pre-List Dated 04.07.23 TOTAL $1,664,471.99 INTRODUCTION: Claims information for approval is attached. ATTACHMENTS: Description Check Register Claims Pre-List Dated 03.31.23 TOTAL $2,132,958.17 Check Register Claims Pre-List Dated 04.07.23 TOTAL $1,664,471.99 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 42 JOURNAL ENTRIES TO BE CREATED FUND SUB FUND DUE TO DUE FR 1000 General 143,680.532100 Police Special Revenue 64.992300 Pedestrian and Cyclist Safety 60.252500 Conservation & Sustainability 61,317.002600 Housing & Redvlpmt Authority 1,130.512600 Housing & Redvlpmt Authority 1,476.734000 Capital Projects 15,909.124400 PIR Capital Projects 9,516.695100 Art Center 3,006.215200 Braemar Golf Course 15,329.645200 Braemar Golf Course 9,363.155300 Aquatic Center 6,440.325400 Edinborough Park 12,409.985500 Braemar Arena 8,909.205600 Braemar Field 182.835700 Centennial Lakes 4,019.035800 Liquor 177,222.025900 Utility Fund 157,037.995900 Utility Fund 720,270.775900 Utility Fund 567,238.155900 Utility Fund 1,990.006000 Risk Management 56.126100 Equipment Operations 30,061.916200 Information Technology 29,520.966300 Facilities Management 23,975.457100 PS Training Facility 4,687.457200 MN Task Force 1 126,160.459000 Payroll 1,920.729999 Pooled Cash Fund 2,132,958.17 TOTAL 2,132,958.17 2,132,958.17 ** END OF REPORT - Generated by Shirleng Tan Geil ** City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 1 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 88 03/31/2023 WIRE 100886 METROPOLITAN COUNCIL 0001152872 03/02/2023 20230331 498,929.85 CHECK 88 TOTAL: 498,929.85 482247 03/31/2023 PRTD 100614 ACE SUPPLY COMPANY INC 133520 03/01/2023 20230330 105.41 CHECK 482247 TOTAL: 105.41 482248 03/31/2023 PRTD 143143 TORRES, ARMANDO CHAVEZ 2344 03/01/2023 20230330 1,000.00 TORRES, ARMANDO CHAVEZ 2340 03/01/2023 20230330 464.59 CHECK 482248 TOTAL: 1,464.59 482249 03/31/2023 PRTD 135922 ACUSHNET COMPANY 915155035 03/10/2023 20230330 2,522.00 ACUSHNET COMPANY 915173766 03/13/2023 20230330 1,667.48 ACUSHNET COMPANY 915173769 03/13/2023 20230330 501.04 ACUSHNET COMPANY 915189082 03/14/2023 20230330 330.85 CHECK 482249 TOTAL: 5,021.37 482250 03/31/2023 PRTD 120796 ALERUS RETIREMENT AND BENEFITS C138324 03/06/2023 20230330 138.00 CHECK 482250 TOTAL: 138.00 482251 03/31/2023 PRTD 100575 AMERICAN CYLINDER LLC 204398 03/03/2023 20230330 58.14 CHECK 482251 TOTAL: 58.14 482252 03/31/2023 PRTD 103160 ALS VACUUM AND JANITORIAL SUPPLY 22000028561 01/07/2023 20230330 23.22 CHECK 482252 TOTAL: 23.22 482253 03/31/2023 PRTD 141960 AMAZON CAPITAL SERVICES 1YHN-HTF7-77MH 02/23/2023 20230330 -515.00 AMAZON CAPITAL SERVICES 1YHN-HTF7-L3DG 02/25/2023 20230330 132.20 AMAZON CAPITAL SERVICES 16GP-7KKP-MMK4 02/25/2023 20230330 569.00 AMAZON CAPITAL SERVICES 1W7W-VPKM-9DJD 02/28/2023 20230330 68.76 AMAZON CAPITAL SERVICES 1TRX-JWF3-17WD 02/28/2023 20230330 679.20 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 2 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET AMAZON CAPITAL SERVICES 1LK3-DVVD-3KGN 02/28/2023 20230330 50.06 AMAZON CAPITAL SERVICES 1MDC-11MX-3J7M 02/28/2023 20230330 46.94 AMAZON CAPITAL SERVICES 16LN-X43Y-G6GK 03/01/2023 20230330 66.84 AMAZON CAPITAL SERVICES 16LN-X43Y-GH7N 03/01/2023 20230330 16.79 AMAZON CAPITAL SERVICES 19CT-4PVW-17V9 03/01/2023 20230330 155.25 AMAZON CAPITAL SERVICES 1916-KN7V-1HFR 03/01/2023 20230330 38.75 AMAZON CAPITAL SERVICES 1FMP-P7GJ-41RF 03/01/2023 20230330 27.38 AMAZON CAPITAL SERVICES 1M7Y-JQJN-4PPR 03/01/2023 20230330 21.89 AMAZON CAPITAL SERVICES 1GTM-L79N-4YFD 03/01/2023 20230330 117.56 AMAZON CAPITAL SERVICES 1M6F-XFHK-69XY 03/01/2023 20230330 16.10 AMAZON CAPITAL SERVICES 1R1N-FLYJ-4MRQ 03/03/2023 20230330 279.98 AMAZON CAPITAL SERVICES 13FD-J9GG-4NQK 03/03/2023 20230330 8.06 AMAZON CAPITAL SERVICES 1P6Y-KMYL-9KJ7 03/03/2023 20230330 33.99 AMAZON CAPITAL SERVICES 1KFK-PC9J-CK7K 03/04/2023 20230330 151.99 AMAZON CAPITAL SERVICES 16W3-P14G-D6QY 03/04/2023 20230330 51.81 AMAZON CAPITAL SERVICES 1R1N-FLYJ-GW9Y 03/05/2023 20230330 26.87 AMAZON CAPITAL SERVICES 19KM-PFJL-H6WC 03/05/2023 20230330 8.59 AMAZON CAPITAL SERVICES 1N4X-GMW6-J4NR 03/05/2023 20230330 18.25 AMAZON CAPITAL SERVICES 1WX7-39PC-NVLX 03/06/2023 20230330 27.28 AMAZON CAPITAL SERVICES 14YP-6V3F-NYR1 03/06/2023 20230330 64.99 AMAZON CAPITAL SERVICES 1PVL-RRD7-Q3NC 03/06/2023 20230330 234.95 AMAZON CAPITAL SERVICES 14N9-RKQN-11PX 03/06/2023 20230330 184.72 CHECK 482253 TOTAL: 2,583.20 482254 03/31/2023 PRTD 100632 AQUA ENGINEERING INC 111414 02/10/2023 20230330 2,720.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 3 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482254 TOTAL: 2,720.00 482255 03/31/2023 PRTD 151441 ARAMARK UNIFORM AND CAREER APPEAL 2500192267 02/20/2023 20230330 234.94 ARAMARK UNIFORM AND CAREER APPEAL 2500193506 02/21/2023 20230330 224.58 ARAMARK UNIFORM AND CAREER APPEAL 2500193522 02/21/2023 20230330 119.42 ARAMARK UNIFORM AND CAREER APPEAL 2500198721 03/01/2023 20230330 282.42 CHECK 482255 TOTAL: 861.36 482256 03/31/2023 PRTD 100634 ASPEN EQUIPMENT CO 10246531 02/28/2023 20230330 342.83 ASPEN EQUIPMENT CO 10246673 03/02/2023 20230330 55.18 CHECK 482256 TOTAL: 398.01 482257 03/31/2023 PRTD 106304 ASPEN MILLS INC 309931 03/06/2023 20230330 219.24 CHECK 482257 TOTAL: 219.24 482258 03/31/2023 PRTD 100636 ASTLEFORD EQUIPMENT COMPANY INC 02P24729 03/01/2023 20230330 161.48 ASTLEFORD EQUIPMENT COMPANY INC 02P24924 03/06/2023 20230330 -165.61 ASTLEFORD EQUIPMENT COMPANY INC 02P24676 02/22/2023 20230330 534.53 ASTLEFORD EQUIPMENT COMPANY INC 02P24886 03/06/2023 20230330 321.46 ASTLEFORD EQUIPMENT COMPANY INC 02P24878 03/06/2023 20230330 193.02 CHECK 482258 TOTAL: 1,044.88 482259 03/31/2023 PRTD 101718 IEH AUTO PARTS LLC 380140407 03/01/2023 20230330 61.10 IEH AUTO PARTS LLC 380140408 03/02/2023 20230330 61.10 CHECK 482259 TOTAL: 122.20 482260 03/31/2023 PRTD 100637 AUTOMOBILE SERVICE COMPANY 12298 03/06/2023 20230330 130.04 CHECK 482260 TOTAL: 130.04 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 4 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482261 03/31/2023 PRTD 138681 AVOLVE SOFTWARE CORP 7615 02/16/2023 20230330 450.00 CHECK 482261 TOTAL: 450.00 482262 03/31/2023 PRTD 102709 BDS LAUNDRY SYSTEMS LMV422729 02/10/2023 20230330 299.82 CHECK 482262 TOTAL: 299.82 482263 03/31/2023 PRTD 101355 BELLBOY CORPORATION 0098744200 03/16/2023 20230330 1,334.05 BELLBOY CORPORATION 0098744100 03/16/2023 20230330 181.65 BELLBOY CORPORATION 0098743300 03/16/2023 20230330 1,758.30 BELLBOY CORPORATION 0106545100 03/16/2023 20230330 248.23 BELLBOY CORPORATION 0106545200 03/16/2023 20230330 54.24 BELLBOY CORPORATION 0098743800 03/16/2023 20230330 261.65 BELLBOY CORPORATION 0098761800 03/16/2023 20230330 3,007.73 CHECK 482263 TOTAL: 6,845.85 482264 03/31/2023 PRTD 117379 BENIEK PROPERTY SERVICES INC 160004 03/01/2023 20230330 2,819.06 CHECK 482264 TOTAL: 2,819.06 482265 03/31/2023 PRTD 131191 BERNATELLO'S PIZZA INC 5141975 03/03/2023 20230330 522.00 CHECK 482265 TOTAL: 522.00 482266 03/31/2023 PRTD 126847 BERRY COFFEE COMPANY 942455 03/02/2023 20230330 24.45 BERRY COFFEE COMPANY 944022 03/03/2023 20230330 907.07 CHECK 482266 TOTAL: 931.52 482267 03/31/2023 PRTD 142153 BLACK STACK BREWING INC 21744 03/16/2023 20230330 202.00 BLACK STACK BREWING INC 21743 03/16/2023 20230330 540.00 CHECK 482267 TOTAL: 742.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 5 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482268 03/31/2023 PRTD 160051 BLUE TEES ENTERPRISES, LLC INV-110829 02/27/2023 20230330 1,886.62 CHECK 482268 TOTAL: 1,886.62 482269 03/31/2023 PRTD 132444 BOLTON & MENK INC 0308402-1 02/27/2023 20230330 1,681.50 BOLTON & MENK INC 0308402-2 02/27/2023 20230330 8,642.50 BOLTON & MENK INC 0308017 02/28/2023 20230330 426.00 BOLTON & MENK INC 0308019 02/28/2023 20230330 3,445.43 CHECK 482269 TOTAL: 14,195.43 482270 03/31/2023 PRTD 101010 BORDER STATES INDUSTRIES INC 925883017 03/02/2023 20230330 2,272.18 BORDER STATES INDUSTRIES INC 925898349 03/06/2023 20230330 1,476.73 CHECK 482270 TOTAL: 3,748.91 482271 03/31/2023 PRTD 119351 BOURGET IMPORTS 194759 03/14/2023 20230330 574.00 BOURGET IMPORTS 194756 03/14/2023 20230330 1,324.00 BOURGET IMPORTS 194758 03/14/2023 20230330 1,328.00 CHECK 482271 TOTAL: 3,226.00 482272 03/31/2023 PRTD 100664 BRAUN INTERTEC CORPORATION B333389 03/03/2023 20230330 2,453.15 CHECK 482272 TOTAL: 2,453.15 482273 03/31/2023 PRTD 124291 BREAKTHRU BEVERAGE MINNESOTA WINE 348215584 03/15/2023 20230330 89.15 BREAKTHRU BEVERAGE MINNESOTA WINE 348215583 03/15/2023 20230330 276.51 BREAKTHRU BEVERAGE MINNESOTA WINE 348215582 03/15/2023 20230330 651.45 BREAKTHRU BEVERAGE MINNESOTA WINE 348215581 03/15/2023 20230330 3,443.48 BREAKTHRU BEVERAGE MINNESOTA WINE 384215579 03/15/2023 20230330 997.94 BREAKTHRU BEVERAGE MINNESOTA WINE 348215580 03/15/2023 20230330 178.30 BREAKTHRU BEVERAGE MINNESOTA WINE 348215578 03/15/2023 20230330 179.46 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 6 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET BREAKTHRU BEVERAGE MINNESOTA WINE 348215562 03/15/2023 20230330 2,375.30 BREAKTHRU BEVERAGE MINNESOTA WINE 348215561 03/15/2023 20230330 210.30 BREAKTHRU BEVERAGE MINNESOTA WINE 348215564 03/15/2023 20230330 75.03 CHECK 482273 TOTAL: 8,476.92 482274 03/31/2023 PRTD 124529 BREAKTHRU BEVERAGE MINNESOTA BEER 348195778 03/14/2023 20230330 2,018.10 BREAKTHRU BEVERAGE MINNESOTA BEER 348194626 03/14/2023 20230330 188.50 BREAKTHRU BEVERAGE MINNESOTA BEER 410715628 03/12/2023 20230330 -166.40 BREAKTHRU BEVERAGE MINNESOTA BEER 348210181 03/14/2023 20230330 138.50 BREAKTHRU BEVERAGE MINNESOTA BEER 348195773 03/14/2023 20230330 2,704.70 CHECK 482274 TOTAL: 4,883.40 482275 03/31/2023 PRTD 160367 BSN SPORTS LLC 920623597 02/17/2023 20230330 2,439.72 CHECK 482275 TOTAL: 2,439.72 482276 03/31/2023 PRTD 133950 C EMERY NELSON INC 40382 03/06/2023 20230330 1,047.07 CHECK 482276 TOTAL: 1,047.07 482277 03/31/2023 PRTD 119455 CAPITOL BEVERAGE SALES LP 2810845 03/17/2023 20230330 2,283.55 CAPITOL BEVERAGE SALES LP 2810885 03/17/2023 20230330 60.00 CAPITOL BEVERAGE SALES LP 2810886 03/17/2023 20230330 286.60 CAPITOL BEVERAGE SALES LP 2809008 03/14/2023 20230330 115.45 CAPITOL BEVERAGE SALES LP 2809025 03/14/2023 20230330 2,132.90 CAPITOL BEVERAGE SALES LP 2813616 03/24/2023 20230330 60.00 CAPITOL BEVERAGE SALES LP 2813619 03/24/2023 20230330 -7.00 CAPITOL BEVERAGE SALES LP 2813617 03/24/2023 20230330 784.45 CAPITOL BEVERAGE SALES LP 2813620 03/24/2023 20230330 1,030.70 CAPITOL BEVERAGE SALES LP 2813618 03/24/2023 20230330 26.40 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 7 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482277 TOTAL: 6,773.05 482278 03/31/2023 PRTD 160207 JASON THOMAS CARDINAL EFD2023-1 01/19/2023 20230330 2,760.00 JASON THOMAS CARDINAL EPD2023-2 03/03/2023 20230330 720.00 CHECK 482278 TOTAL: 3,480.00 482279 03/31/2023 PRTD 108517 CARVER COUNTY SHERIFF’S DEPARTMEN 22013007 03/07/2023 20230330 500.00 CHECK 482279 TOTAL: 500.00 482280 03/31/2023 PRTD 105497 CENTRAL ROOFING COMPANY 32685 02/28/2023 20230330 2,450.00 CHECK 482280 TOTAL: 2,450.00 482281 03/31/2023 PRTD 160160 CHRISTIANSON'S BUSINESS FURNITURE 7371-1-KR 02/28/2023 20230330 3,496.00 CHRISTIANSON'S BUSINESS FURNITURE 7547-1-KR 02/28/2023 20230330 1,279.55 CHECK 482281 TOTAL: 4,775.55 482282 03/31/2023 PRTD 142028 CINTAS CORPORATION 4148384578 03/06/2023 20230330 19.20 CINTAS CORPORATION 4148383114 03/06/2023 20230330 14.00 CINTAS CORPORATION 4148383130 03/06/2023 20230330 6.00 CINTAS CORPORATION 4148383286 03/06/2023 20230330 27.37 CINTAS CORPORATION 4148384558 03/06/2023 20230330 81.65 CHECK 482282 TOTAL: 148.22 482283 03/31/2023 PRTD 142028 CINTAS CORPORATION 4147702265 02/27/2023 20230330 65.25 CINTAS CORPORATION 4148384582 03/06/2023 20230330 65.25 CHECK 482283 TOTAL: 130.50 482284 03/31/2023 PRTD 100684 CITY OF BLOOMINGTON 21875 03/01/2023 20230330 13,620.75 CHECK 482284 TOTAL: 13,620.75 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 8 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482285 03/31/2023 PRTD 100684 CITY OF BLOOMINGTON 21903 03/10/2023 20230330 8,365.29 CHECK 482285 TOTAL: 8,365.29 482286 03/31/2023 PRTD 104800 COON RAPIDS FIRE DEPARTMENT CRFD-03/2023-1 03/03/2023 20230330 569.52 CHECK 482286 TOTAL: 569.52 482287 03/31/2023 PRTD 101837 COMMUNICATIONS COM-2794 03/12/2023 20230330 100.00 CHECK 482287 TOTAL: 100.00 482288 03/31/2023 PRTD 141531 CITY OF HASTINGS HASTINGS-03/2023-1 03/02/2023 20230330 1,466.80 CHECK 482288 TOTAL: 1,466.80 482289 03/31/2023 PRTD 103216 MINNEAPOLIS FIRE DEPARTMENT MFD-03/2023-1 03/01/2023 20230330 13,264.30 CHECK 482289 TOTAL: 13,264.30 482290 03/31/2023 PRTD 146213 CITY OF ST LOUIS PARK 31293 02/10/2023 20230330 1,306.52 CHECK 482290 TOTAL: 1,306.52 482291 03/31/2023 PRTD 146472 CITY WIDE MAINTENANCE OF MN 32009015062 03/01/2023 20230330 4,241.59 CITY WIDE MAINTENANCE OF MN 32009015113 03/01/2023 20230330 4,233.60 CITY WIDE MAINTENANCE OF MN 32009015203 03/01/2023 20230330 1,537.99 CHECK 482291 TOTAL: 10,013.18 482292 03/31/2023 PRTD 130477 MCDONALD DISTRIBUTING COMPANY 678266 03/15/2023 20230330 276.75 MCDONALD DISTRIBUTING COMPANY 678261 03/15/2023 20230330 1,066.00 MCDONALD DISTRIBUTING COMPANY 678264 03/15/2023 20230330 652.50 MCDONALD DISTRIBUTING COMPANY 678263 03/15/2023 20230330 301.25 CHECK 482292 TOTAL: 2,296.50 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 9 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482293 03/31/2023 PRTD 145926 CLEARWATER ANALYTICS LLC 563864 03/03/2023 20230330 903.13 CHECK 482293 TOTAL: 903.13 482294 03/31/2023 PRTD 102165 ROGER CLEVELAND GOLF CO. INC 6910279 SO 04/22/2022 20230330 520.00 ROGER CLEVELAND GOLF CO. INC 6903302 SO 04/20/2022 20230330 1,170.00 ROGER CLEVELAND GOLF CO. INC 6939265 SO 05/06/2022 20230330 455.00 ROGER CLEVELAND GOLF CO. INC 6974913 SO 05/25/2022 20230330 455.00 ROGER CLEVELAND GOLF CO. INC 7051324 CA 07/01/2022 20230330 -5,557.50 ROGER CLEVELAND GOLF CO. INC 7101804 SO 08/08/2022 20230330 376.56 ROGER CLEVELAND GOLF CO. INC 7133454 SO 09/01/2022 20230330 877.50 ROGER CLEVELAND GOLF CO. INC 7154026 SO 09/22/2022 20230330 100.32 ROGER CLEVELAND GOLF CO. INC 7166511 SO 10/05/2022 20230330 100.32 ROGER CLEVELAND GOLF CO. INC 7304745 SO 02/03/2023 20230330 2,300.00 CHECK 482294 TOTAL: 797.20 482295 03/31/2023 PRTD 146851 CLIFTON LARSON ALLEN LLP 3581603 02/27/2023 20230330 6,300.00 CHECK 482295 TOTAL: 6,300.00 482296 03/31/2023 PRTD 145952 COMPUTER INTEGRATION TECHNOLOGIES 345014 02/20/2023 20230330 247.50 CHECK 482296 TOTAL: 247.50 482297 03/31/2023 PRTD 144092 CONCENTRA 103725618 02/20/2023 20230330 178.00 CONCENTRA 103729611 02/28/2023 20230330 162.00 CONCENTRA 103734189 03/06/2023 20230330 37.00 CHECK 482297 TOTAL: 377.00 482298 03/31/2023 PRTD 104928 SMITH CONSTRUCTION SERVICES INC 31888 02/28/2023 20230330 265.56 SMITH CONSTRUCTION SERVICES INC 31956 03/03/2023 20230330 15.52 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 10 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482298 TOTAL: 281.08 482299 03/31/2023 PRTD 160115 CREATING ART INC. 1394 03/02/2023 20230330 1,411.00 CHECK 482299 TOTAL: 1,411.00 482300 03/31/2023 PRTD 142772 CREATIVE ARCADE 1666 03/01/2023 20230330 950.00 CHECK 482300 TOTAL: 950.00 482301 03/31/2023 PRTD 101403 CRYSTEEL MANUFACTURING INC LC00081906 03/03/2023 20230330 449.00 CHECK 482301 TOTAL: 449.00 482302 03/31/2023 PRTD 103799 CURBSIDE LANDSCAPE & IRRIGATION 270467 02/28/2023 20230330 201.96 CHECK 482302 TOTAL: 201.96 482303 03/31/2023 PRTD 119214 CUSTOM HOSE TECH 115321 03/06/2023 20230330 637.88 CHECK 482303 TOTAL: 637.88 482304 03/31/2023 PRTD 104020 DALCO ENTERPRISES INC 4044839 02/10/2023 20230330 2,625.75 CHECK 482304 TOTAL: 2,625.75 482305 03/31/2023 PRTD 100718 DELEGARD TOOL COMPANY 256215/1 02/28/2023 20230330 29.51 DELEGARD TOOL COMPANY 256023/1 02/28/2023 20230330 107.20 DELEGARD TOOL COMPANY 256961/1 03/02/2023 20230330 184.32 CHECK 482305 TOTAL: 321.03 482306 03/31/2023 PRTD 118189 DEM-CON COMPANIES LLC 14048 02/28/2023 20230330 1,726.72 CHECK 482306 TOTAL: 1,726.72 482307 03/31/2023 PRTD 123995 DICKS SANITATION SERVICE INC 8841204T460 03/01/2023 20230330 300.56 CHECK 482307 TOTAL: 300.56 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 11 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482308 03/31/2023 PRTD 123995 DICKS SANITATION SERVICE INC 8841220T460 03/01/2023 20230330 802.25 CHECK 482308 TOTAL: 802.25 482309 03/31/2023 PRTD 140431 EARTH NETWORKS INC INV10608 08/31/2022 20230330 1,612.88 CHECK 482309 TOTAL: 1,612.88 482310 03/31/2023 PRTD 145811 EASTLAKE CRAFT BREWERY LLC 2226 03/15/2023 20230330 66.60 CHECK 482310 TOTAL: 66.60 482311 03/31/2023 PRTD 160111 ECOELSA LLC 20220729 07/29/2022 20230330 715.00 CHECK 482311 TOTAL: 715.00 482312 03/31/2023 PRTD 100744 EDINA CHAMBER OF COMMERCE 44030 02/22/2023 20230330 1,260.00 CHECK 482312 TOTAL: 1,260.00 482313 03/31/2023 PRTD 104733 EMERGENCY MEDICAL PRODUCTS INC 2531523 02/28/2023 20230330 772.00 CHECK 482313 TOTAL: 772.00 482314 03/31/2023 PRTD 160644 EMPOWER TRUST COMPANY LLC 365166 01/30/2023 20230330 325.00 CHECK 482314 TOTAL: 325.00 482315 03/31/2023 PRTD 160613 FIDELITY SECURITY LIFE INSURANCE 165617620 03/08/2023 20230330 943.66 FIDELITY SECURITY LIFE INSURANCE 165618204 03/08/2023 20230330 28.06 FIDELITY SECURITY LIFE INSURANCE 165659640 03/08/2023 20230330 977.06 FIDELITY SECURITY LIFE INSURANCE 165660730 03/08/2023 20230330 28.06 CHECK 482315 TOTAL: 1,976.84 482316 03/31/2023 PRTD 100146 ELLIOTT AUTO SUPPLY CO, INC 69-480432 03/02/2023 20230330 183.96 ELLIOTT AUTO SUPPLY CO, INC 69-480353 03/01/2023 20230330 115.17 ELLIOTT AUTO SUPPLY CO, INC 1-8427834 03/02/2023 20230330 92.16 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 12 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET ELLIOTT AUTO SUPPLY CO, INC 69-480597 03/03/2023 20230330 115.17 ELLIOTT AUTO SUPPLY CO, INC 69-480323 03/01/2023 20230330 309.12 CHECK 482316 TOTAL: 815.58 482317 03/31/2023 PRTD 147181 FALLING BREWERY - BERGMAN LEDGE L E-9478 03/16/2023 20230330 268.00 FALLING BREWERY - BERGMAN LEDGE L E-9479 03/16/2023 20230330 338.00 CHECK 482317 TOTAL: 606.00 482318 03/31/2023 PRTD 103600 FERGUSON US HOLDINGS INC 0501631-1 03/02/2023 20230330 1,515.51 FERGUSON US HOLDINGS INC 0501293-1 03/01/2023 20230330 6,880.92 CHECK 482318 TOTAL: 8,396.43 482319 03/31/2023 PRTD 141837 DAIOHS USA INC 806757 03/01/2023 20230330 896.55 CHECK 482319 TOTAL: 896.55 482320 03/31/2023 PRTD 160289 GOLF COMPETE INC 03-2023-11838 03/01/2023 20230330 1,655.01 CHECK 482320 TOTAL: 1,655.01 482321 03/31/2023 PRTD 102456 GALLS PARENT HOLDINGS LLC BC1829545 02/28/2023 20230330 1,297.56 GALLS PARENT HOLDINGS LLC BC1829728 02/28/2023 20230330 741.24 GALLS PARENT HOLDINGS LLC BC1829861 02/28/2023 20230330 155.56 GALLS PARENT HOLDINGS LLC BC1830024 02/28/2023 20230330 1,347.96 GALLS PARENT HOLDINGS LLC BC1830045 02/28/2023 20230330 17.98 GALLS PARENT HOLDINGS LLC BC1830097 02/28/2023 20230330 18.58 GALLS PARENT HOLDINGS LLC BC1832090 03/02/2023 20230330 82.72 GALLS PARENT HOLDINGS LLC BC1832107 03/02/2023 20230330 11.99 GALLS PARENT HOLDINGS LLC BC1832690 03/02/2023 20230330 36.00 GALLS PARENT HOLDINGS LLC 023771053 03/06/2023 20230330 -228.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 13 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET GALLS PARENT HOLDINGS LLC BC1834089 03/06/2023 20230330 453.91 CHECK 482321 TOTAL: 3,935.50 482322 03/31/2023 PRTD 101931 HANESBRANDS INC 41989270 03/06/2023 20230330 1,826.20 CHECK 482322 TOTAL: 1,826.20 482323 03/31/2023 PRTD 144982 GERTEN GREENHOUSES & GARDEN CENTE 196471/12 03/02/2023 20230330 489.99 CHECK 482323 TOTAL: 489.99 482324 03/31/2023 PRTD 101351 GILBERT MECHANICAL CONTRACTORS LL 60568 01/30/2023 20230330 5,863.40 CHECK 482324 TOTAL: 5,863.40 482325 03/31/2023 PRTD 160260 GOLD MEDAL PRODUCTS COMPANY 37658 02/27/2023 20230330 4,751.25 CHECK 482325 TOTAL: 4,751.25 482326 03/31/2023 PRTD 100780 GOPHER STATE ONE CALL 3020365 02/28/2023 20230330 257.85 CHECK 482326 TOTAL: 257.85 482327 03/31/2023 PRTD 101103 WW GRAINGER 9630322932 03/06/2023 20230330 27.84 CHECK 482327 TOTAL: 27.84 482328 03/31/2023 PRTD 160609 GUARDIAN CENTERS OF GA LLC 31521509 03/02/2023 22300011 20230330 109,731.24 CHECK 482328 TOTAL: 109,731.24 482329 03/31/2023 PRTD 100788 H & L MESABI COMPANY 11595 02/27/2023 20230330 1,971.34 H & L MESABI COMPANY 11596 02/27/2023 20230330 1,956.90 CHECK 482329 TOTAL: 3,928.24 482330 03/31/2023 PRTD 130116 HARRIS SRVCE000000013262 02/28/2023 20230330 1,291.00 CHECK 482330 TOTAL: 1,291.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 14 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482331 03/31/2023 PRTD 143563 HEADFLYER BREWING E-4409 03/08/2023 20230330 126.00 HEADFLYER BREWING E-4408 03/08/2023 20230330 242.00 CHECK 482331 TOTAL: 368.00 482332 03/31/2023 PRTD 103085 HENNEPIN COUNTY ACCOUNTING SERVIC 1000203399 03/01/2023 20230330 87.00 HENNEPIN COUNTY ACCOUNTING SERVIC 1000203024 03/02/2023 20230330 3,427.73 HENNEPIN COUNTY ACCOUNTING SERVIC 1000203068 03/02/2023 20230330 1,970.27 HENNEPIN COUNTY ACCOUNTING SERVIC 1000203359 02/28/2023 20230330 1,247.66 CHECK 482332 TOTAL: 6,732.66 482333 03/31/2023 PRTD 143585 HENNEPIN COUNTY MEDICAL CENTER 75833 03/14/2023 20230330 1,275.00 CHECK 482333 TOTAL: 1,275.00 482334 03/31/2023 PRTD 118765 HENRY SCHEIN INC 35133872 03/02/2023 20230330 304.00 CHECK 482334 TOTAL: 304.00 482335 03/31/2023 PRTD 104375 HOHENSTEINS INC 590144 03/14/2023 20230330 495.75 HOHENSTEINS INC 590292 03/14/2023 20230330 1,833.00 HOHENSTEINS INC 590181 03/14/2023 20230330 1,110.80 CHECK 482335 TOTAL: 3,439.55 482336 03/31/2023 PRTD 100417 HORIZON CHEMICAL CO INV34111 03/02/2023 20230330 941.42 CHECK 482336 TOTAL: 941.42 482337 03/31/2023 PRTD 160628 HYDRA POWER HYDRAULICS 25121 03/14/2023 20230330 291.44 CHECK 482337 TOTAL: 291.44 482338 03/31/2023 PRTD 146427 LUCID BREWING LLC 15682 03/15/2023 20230330 292.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 15 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482338 TOTAL: 292.00 482339 03/31/2023 PRTD 160361 SARDELIS, ANN ELIZABETH ART31423 03/14/2023 20230330 679.00 CHECK 482339 TOTAL: 679.00 482340 03/31/2023 PRTD 146407 INGCO INTERNATIONAL 603478 02/28/2023 20230330 1,000.00 CHECK 482340 TOTAL: 1,000.00 482341 03/31/2023 PRTD 150898 INVICTUS BREWING INC 6832 03/16/2023 20230330 129.00 CHECK 482341 TOTAL: 129.00 482342 03/31/2023 PRTD 100828 JERRY'S ENTERPRISES INC PARKS-02/2023 02/25/2023 20230330 211.77 CHECK 482342 TOTAL: 211.77 482343 03/31/2023 PRTD 102146 JESSEN PRESS INC 690427 02/28/2023 20230330 3,223.90 CHECK 482343 TOTAL: 3,223.90 482344 03/31/2023 PRTD 100835 ARTISAN BEER COMPANY 3592470 03/16/2023 20230330 804.50 ARTISAN BEER COMPANY 3592473 03/16/2023 20230330 1,637.85 ARTISAN BEER COMPANY 357123 03/03/2023 20230330 -3.10 ARTISAN BEER COMPANY 3592471 03/16/2023 20230330 2,633.30 CHECK 482344 TOTAL: 5,072.55 482345 03/31/2023 PRTD 100835 PHILLIPS WINE & SPIRITS 6560405 03/16/2023 20230330 633.20 PHILLIPS WINE & SPIRITS 6560404 03/16/2023 20230330 1,518.23 PHILLIPS WINE & SPIRITS 6560403 03/16/2023 20230330 81.95 PHILLIPS WINE & SPIRITS 6560418 03/16/2023 20230330 4,175.67 PHILLIPS WINE & SPIRITS 6560414 03/16/2023 20230330 226.80 PHILLIPS WINE & SPIRITS 6560415 03/16/2023 20230330 336.13 PHILLIPS WINE & SPIRITS 6560417 03/16/2023 20230330 1,279.06 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 16 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET PHILLIPS WINE & SPIRITS 6560416 03/16/2023 20230330 166.05 PHILLIPS WINE & SPIRITS 6560408 03/16/2023 20230330 148.20 PHILLIPS WINE & SPIRITS 6560407 03/16/2023 20230330 444.44 PHILLIPS WINE & SPIRITS 6560406 03/16/2023 20230330 1,023.40 PHILLIPS WINE & SPIRITS 6560410 03/16/2023 20230330 1,088.10 PHILLIPS WINE & SPIRITS 6560409 03/16/2023 20230330 2,525.02 CHECK 482345 TOTAL: 13,646.25 482346 03/31/2023 PRTD 100835 WINE MERCHANTS 7419639 03/16/2023 20230330 217.80 WINE MERCHANTS 7419640 03/16/2023 20230330 1,425.50 WINE MERCHANTS 7419644 03/16/2023 20230330 3,065.40 WINE MERCHANTS 7419643 03/16/2023 20230330 217.80 WINE MERCHANTS 7419641 03/16/2023 20230330 217.80 WINE MERCHANTS 7419642 03/16/2023 20230330 1,116.00 CHECK 482346 TOTAL: 6,260.30 482347 03/31/2023 PRTD 100835 JOHNSON BROTHERS LIQUOR CO 2254225 03/10/2023 20230330 3,119.36 JOHNSON BROTHERS LIQUOR CO 2258873 03/16/2023 20230330 3,062.20 JOHNSON BROTHERS LIQUOR CO 2258871 03/16/2023 20230330 1,949.76 JOHNSON BROTHERS LIQUOR CO 2258868 03/16/2023 20230330 1,602.80 JOHNSON BROTHERS LIQUOR CO 2258869 03/16/2023 20230330 1,230.38 JOHNSON BROTHERS LIQUOR CO 2258872 03/16/2023 20230330 1,690.22 JOHNSON BROTHERS LIQUOR CO 2258870 03/16/2023 20230330 727.20 JOHNSON BROTHERS LIQUOR CO 2258867 03/16/2023 20230330 1,464.21 JOHNSON BROTHERS LIQUOR CO 2258874 03/16/2023 20230330 33.40 JOHNSON BROTHERS LIQUOR CO 2258893 03/16/2023 20230330 3,825.94 JOHNSON BROTHERS LIQUOR CO 2258894 03/16/2023 20230330 1,428.07 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 17 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET JOHNSON BROTHERS LIQUOR CO 2258876 03/16/2023 20230330 153.40 JOHNSON BROTHERS LIQUOR CO 2258891 03/16/2023 20230330 1,626.60 JOHNSON BROTHERS LIQUOR CO 2258889 03/16/2023 20230330 2,929.15 JOHNSON BROTHERS LIQUOR CO 2258890 03/16/2023 20230330 2,474.22 JOHNSON BROTHERS LIQUOR CO 2258895 03/16/2023 20230330 322.20 JOHNSON BROTHERS LIQUOR CO 2258862 03/16/2023 20230330 .24 JOHNSON BROTHERS LIQUOR CO 2258861 03/16/2023 20230330 .24 JOHNSON BROTHERS LIQUOR CO 2258887 03/16/2023 20230330 146.60 JOHNSON BROTHERS LIQUOR CO 2258892 03/16/2023 20230330 33.40 JOHNSON BROTHERS LIQUOR CO 2254212 03/15/2023 20230330 1,362.84 JOHNSON BROTHERS LIQUOR CO 2254218 03/15/2023 20230330 3,440.23 JOHNSON BROTHERS LIQUOR CO 2258883 03/16/2023 20230330 33.40 JOHNSON BROTHERS LIQUOR CO 2258863 03/16/2023 20230330 .24 JOHNSON BROTHERS LIQUOR CO 2258864 03/16/2023 20230330 .24 JOHNSON BROTHERS LIQUOR CO 2258882 03/16/2023 20230330 2,364.50 JOHNSON BROTHERS LIQUOR CO 2258880 03/16/2023 20230330 351.60 JOHNSON BROTHERS LIQUOR CO 2258878 03/16/2023 20230330 1,753.72 JOHNSON BROTHERS LIQUOR CO 2258875 03/16/2023 20230330 153.40 JOHNSON BROTHERS LIQUOR CO 2258884 03/16/2023 20230330 2,662.91 JOHNSON BROTHERS LIQUOR CO 2258881 03/16/2023 20230330 3,096.75 JOHNSON BROTHERS LIQUOR CO 2258879 03/16/2023 20230330 4,032.72 CHECK 482347 TOTAL: 47,072.14 482348 03/31/2023 PRTD 100835 ORIGIN WINE AND SPIRITS 0020991 03/16/2023 20230330 154.80 CHECK 482348 TOTAL: 154.80 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 18 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482349 03/31/2023 PRTD 102113 AUDRANN INC 1410970 02/28/2023 20230330 83.71 CHECK 482349 TOTAL: 83.71 482350 03/31/2023 PRTD 160462 JPMI CONSTRUCTION CO ENG 22-16 #3 03/13/2023 20230330 103,086.40 CHECK 482350 TOTAL: 103,086.40 482351 03/31/2023 PRTD 160647 KANE, CONNOR INV-1004 03/24/2023 20230330 300.00 CHECK 482351 TOTAL: 300.00 482352 03/31/2023 PRTD 142207 KIESLER POLICE SUPPLY INC IN198413 09/09/2022 20230330 2,725.00 CHECK 482352 TOTAL: 2,725.00 482353 03/31/2023 PRTD 116776 JASPERSEN ENTERPRISES INC 000170 03/01/2023 20230330 131.00 JASPERSEN ENTERPRISES INC 000152 02/25/2023 20230330 94.00 JASPERSEN ENTERPRISES INC 000134 02/25/2023 20230330 70.00 CHECK 482353 TOTAL: 295.00 482354 03/31/2023 PRTD 151024 LA DONA SBC 6203 03/15/2023 20230330 84.00 CHECK 482354 TOTAL: 84.00 482355 03/31/2023 PRTD 116876 LANGUAGE LINE SERVICES 10952101 02/28/2023 20230330 26.40 CHECK 482355 TOTAL: 26.40 482356 03/31/2023 PRTD 100852 LAWSON PRODUCTS INC 9310389871 02/28/2023 20230330 1,174.15 LAWSON PRODUCTS INC 9310401726 03/03/2023 20230330 1,574.31 CHECK 482356 TOTAL: 2,748.46 482357 03/31/2023 PRTD 135867 LIBATION PROJECT 56004 03/14/2023 20230330 600.08 LIBATION PROJECT 56001 03/14/2023 20230330 418.08 LIBATION PROJECT 56002 03/14/2023 20230330 332.08 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 19 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482357 TOTAL: 1,350.24 482358 03/31/2023 PRTD 144426 LIFE LINE BILLING SYSTEMS LLC 63920 02/28/2023 20230330 10,872.09 CHECK 482358 TOTAL: 10,872.09 482359 03/31/2023 PRTD 100857 LITTLE FALLS MACHINE INC 367415 03/03/2023 20230330 108.66 CHECK 482359 TOTAL: 108.66 482360 03/31/2023 PRTD 160624 LITTLE THISTLE BREWING COMPANY 1724 03/13/2023 20230330 251.88 LITTLE THISTLE BREWING COMPANY 1722 03/13/2023 20230330 251.88 LITTLE THISTLE BREWING COMPANY 1723 03/13/2023 20230330 251.88 CHECK 482360 TOTAL: 755.64 482361 03/31/2023 PRTD 100858 LOGIS 53113 01/01/2023 20230330 35,441.00 LOGIS 53405 02/01/2023 20230330 35,441.00 LOGIS 53524-3 02/24/2023 20230330 30.00 CHECK 482361 TOTAL: 70,912.00 482362 03/31/2023 PRTD 160548 LUCE LINE BREWING CO LLC E-1279 03/16/2023 20230330 316.00 LUCE LINE BREWING CO LLC E-1280 03/16/2023 20230330 130.00 CHECK 482362 TOTAL: 446.00 482363 03/31/2023 PRTD 141916 LUPULIN BREWING COMPANY 51789 03/09/2023 20230330 327.00 LUPULIN BREWING COMPANY 51907 03/15/2023 20230330 276.00 LUPULIN BREWING COMPANY 51905 03/15/2023 20230330 414.00 LUPULIN BREWING COMPANY 51935 03/15/2023 20230330 513.90 CHECK 482363 TOTAL: 1,530.90 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 20 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482364 03/31/2023 PRTD 123848 LVC COMPANIES INC 108930 02/28/2023 20230330 710.00 CHECK 482364 TOTAL: 710.00 482365 03/31/2023 PRTD 100864 MACQUEEN EQUIPMENT LLC P47775 02/28/2023 20230330 2,004.46 MACQUEEN EQUIPMENT LLC P47849 03/03/2023 20230330 2,021.77 MACQUEEN EQUIPMENT LLC E01707 02/17/2023 22300005 20230330 302,711.00 MACQUEEN EQUIPMENT LLC E01587 02/17/2023 22200075 20230330 255,053.58 CHECK 482365 TOTAL: 561,790.81 482366 03/31/2023 PRTD 160471 MAGNEY CONSTRUCTION INC ENG 22-15 #5 03/06/2023 20230330 214,190.05 CHECK 482366 TOTAL: 214,190.05 482367 03/31/2023 PRTD 134063 MANSFIELD OIL COMPANY 24063130 03/03/2023 20230330 9,671.31 CHECK 482367 TOTAL: 9,671.31 482368 03/31/2023 PRTD 160297 MARIE RIDGEWAY LICSW LLC 2116 02/28/2023 20230330 2,440.00 CHECK 482368 TOTAL: 2,440.00 482369 03/31/2023 PRTD 122878 MARTTI, DOROTHEA J 279 02/28/2023 20230330 330.00 CHECK 482369 TOTAL: 330.00 482370 03/31/2023 PRTD 122554 MATHESON TRI-GAS INC 0027322883 02/28/2023 20230330 192.59 CHECK 482370 TOTAL: 192.59 482371 03/31/2023 PRTD 141215 MAVERICK WINE LLC INV949395 03/15/2023 20230330 466.92 MAVERICK WINE LLC INV949421 03/15/2023 20230330 371.04 MAVERICK WINE LLC INV949425 03/15/2023 20230330 137.46 CHECK 482371 TOTAL: 975.42 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 21 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482372 03/31/2023 PRTD 146040 STRAYER, JUSTIN 22293 03/15/2023 20230330 336.90 CHECK 482372 TOTAL: 336.90 482373 03/31/2023 PRTD 101483 MENARDS 77373 02/28/2023 20230330 95.47 CHECK 482373 TOTAL: 95.47 482374 03/31/2023 PRTD 102729 METROPOLITAN FORD LLC 530940 02/21/2023 20230330 72.77 METROPOLITAN FORD LLC 530979 02/17/2023 20230330 62.51 CHECK 482374 TOTAL: 135.28 482375 03/31/2023 PRTD 101161 MIDWEST CHEMICAL SUPPLY INC 44539 02/28/2023 20230330 384.98 CHECK 482375 TOTAL: 384.98 482376 03/31/2023 PRTD 127062 MINNEHAHA BUILDING MAINTENANCE IN 180226638 02/19/2023 20230330 18.28 MINNEHAHA BUILDING MAINTENANCE IN 180226636 02/19/2023 20230330 6.45 MINNEHAHA BUILDING MAINTENANCE IN 180226637 02/19/2023 20230330 24.73 CHECK 482376 TOTAL: 49.46 482377 03/31/2023 PRTD 128914 BJKK DEVELOPMENT 34313 03/03/2023 20230330 277.11 CHECK 482377 TOTAL: 277.11 482378 03/31/2023 PRTD 140955 MODIST BREWING LLC E-39456 03/14/2023 20230330 452.50 MODIST BREWING LLC E-39458 03/14/2023 20230330 778.00 MODIST BREWING LLC E-39459 03/14/2023 20230330 638.00 CHECK 482378 TOTAL: 1,868.50 482379 03/31/2023 PRTD 143339 MR CUTTING EDGE 5362 02/27/2023 20230330 100.00 MR CUTTING EDGE 5353 02/27/2023 20230330 1,496.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 22 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482379 TOTAL: 1,596.00 482380 03/31/2023 PRTD 160383 MSP AIRPORT FIRE DEPARTMENT MSPFD-03/2023-1 03/11/2023 20230330 1,128.59 CHECK 482380 TOTAL: 1,128.59 482381 03/31/2023 PRTD 100906 MTI DISTRIBUTING INC 1376964-00 03/03/2023 20230330 2,570.06 MTI DISTRIBUTING INC 1376963-00 03/03/2023 20230330 148.58 CHECK 482381 TOTAL: 2,718.64 482382 03/31/2023 PRTD 160204 WILSON, CLARICE ANN Winter 2023 02/28/2023 20230330 15,585.20 CHECK 482382 TOTAL: 15,585.20 482383 03/31/2023 PRTD 160072 NAC MECHANICAL & ELECTRICAL SERVI A4177-03 02/28/2023 20230330 30,875.00 CHECK 482383 TOTAL: 30,875.00 482384 03/31/2023 PRTD 100076 NEW FRANCE WINE CO 201794 03/15/2023 20230330 482.00 NEW FRANCE WINE CO 201796 03/15/2023 20230330 1,461.00 NEW FRANCE WINE CO 201797 03/15/2023 20230330 277.00 NEW FRANCE WINE CO 201795 03/15/2023 20230330 904.50 CHECK 482384 TOTAL: 3,124.50 482385 03/31/2023 PRTD 122449 NEW LIFE ENTERPRISES INC 16780 02/28/2023 20230330 230.40 CHECK 482385 TOTAL: 230.40 482386 03/31/2023 PRTD 151528 NO WAIT INSIDE LLC 2608 02/28/2023 20230330 52.80 CHECK 482386 TOTAL: 52.80 482387 03/31/2023 PRTD 125089 NOKOMIS SHOE SHOP 829606 09/05/2022 20230330 200.00 CHECK 482387 TOTAL: 200.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 23 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482388 03/31/2023 PRTD 125089 NOKOMIS SHOE SHOP INC 832859 10/26/2022 20230330 199.95 CHECK 482388 TOTAL: 199.95 482389 03/31/2023 PRTD 142880 NORDIC SOLAR HOLDCO LLC INV-NSH003503 02/28/2023 20230330 1,756.77 CHECK 482389 TOTAL: 1,756.77 482390 03/31/2023 PRTD 160385 ODP BUSINESS SOLUTIONS LLC 301781285001 03/06/2023 20230330 135.37 ODP BUSINESS SOLUTIONS LLC 300096270001 03/02/2023 20230330 273.88 CHECK 482390 TOTAL: 409.25 482391 03/31/2023 PRTD 160281 OHLAND COMMERCIAL SERVICES LLC 03012023 03/01/2023 20230330 800.00 CHECK 482391 TOTAL: 800.00 482392 03/31/2023 PRTD 141965 OMNI BREWING COMPANY LLC E-13223 03/15/2023 20230330 90.00 OMNI BREWING COMPANY LLC E-13222 03/15/2023 20230330 100.00 CHECK 482392 TOTAL: 190.00 482393 03/31/2023 PRTD 999998 CARLSON, DIANE 273-21-5117 03/21/2023 20230330 91.98 CHECK 482393 TOTAL: 91.98 482394 03/31/2023 PRTD 999998 GUST, LAVERNE 273-22-3878 03/21/2023 20230330 83.19 CHECK 482394 TOTAL: 83.19 482395 03/31/2023 PRTD 999998 KUBITSCHEK, JUDITH 273-21-6293 03/21/2023 20230330 95.03 CHECK 482395 TOTAL: 95.03 482396 03/31/2023 PRTD 999998 PERRINE, RICHARD 273-22-3153 03/21/2023 20230330 174.88 CHECK 482396 TOTAL: 174.88 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 24 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482397 03/31/2023 PRTD 999998 TORP, GREGORY 273-21-4757 03/21/2023 20230330 315.39 CHECK 482397 TOTAL: 315.39 482398 03/31/2023 PRTD 999995 Adriatic Construction ED196627-REFUND 03/28/2023 20230330 2,500.00 CHECK 482398 TOTAL: 2,500.00 482399 03/31/2023 PRTD 999995 Donnay Homes ED200949-REFUND 03/28/2023 20230330 2,500.00 CHECK 482399 TOTAL: 2,500.00 482400 03/31/2023 PRTD 999994 Urban Edge Homes LLC ED203214-REFUND 03/23/2023 20230330 3,250.00 CHECK 482400 TOTAL: 3,250.00 482401 03/31/2023 PRTD 999996 Ouska, Christina 02/12/2021 20230330 121.08 CHECK 482401 TOTAL: 121.08 482402 03/31/2023 PRTD 999996 Franz, Lynn 21621-REFUND 03/15/2023 20230330 255.00 CHECK 482402 TOTAL: 255.00 482403 03/31/2023 PRTD 999996 Gandhi, Huzefa 10474-REFUND 03/15/2023 20230330 126.34 CHECK 482403 TOTAL: 126.34 482404 03/31/2023 PRTD 999996 McManamon, Karen 51043152-REFUND 03/22/2023 20230330 198.92 CHECK 482404 TOTAL: 198.92 482405 03/31/2023 PRTD 999997 Wyant, Alison 00123354-3/27/23 03/27/2023 20230330 478.70 CHECK 482405 TOTAL: 478.70 482406 03/31/2023 PRTD 136688 FUN EXPRESS LLC 721610345-01 12/07/2022 20230330 65.79 CHECK 482406 TOTAL: 65.79 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 25 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482407 03/31/2023 PRTD 100944 PAUSTIS WINE COMPANY 195966 03/14/2023 20230330 112.00 PAUSTIS WINE COMPANY 195941 03/14/2023 20230330 1,459.50 PAUSTIS WINE COMPANY 195959 03/14/2023 20230330 2,870.50 PAUSTIS WINE COMPANY 195830 03/14/2023 20230330 164.00 PAUSTIS WINE COMPANY 196048 03/15/2023 20230330 481.50 PAUSTIS WINE COMPANY 195951 03/14/2023 20230330 3,870.00 PAUSTIS WINE COMPANY 195962 03/14/2023 20230330 802.50 PAUSTIS WINE COMPANY 194563 02/28/2023 20230330 -8.00 CHECK 482407 TOTAL: 9,752.00 482408 03/31/2023 PRTD 149249 PEQUOD DISTRIBUTING W-181571 03/16/2023 20230330 359.40 PEQUOD DISTRIBUTING W-181570 03/16/2023 20230330 120.00 PEQUOD DISTRIBUTING W-181566 03/16/2023 20230330 611.70 PEQUOD DISTRIBUTING W-181565 03/16/2023 20230330 120.00 PEQUOD DISTRIBUTING W-181568 03/16/2023 20230330 415.50 PEQUOD DISTRIBUTING W-181567 03/16/2023 20230330 366.90 CHECK 482408 TOTAL: 1,993.50 482409 03/31/2023 PRTD 120831 1ST SCRIBE INC 259556 03/01/2023 20230330 425.00 CHECK 482409 TOTAL: 425.00 482410 03/31/2023 PRTD 143468 PORTAGE BREWING COMPANY 0031712 03/13/2023 20230330 105.00 PORTAGE BREWING COMPANY 0031713 03/15/2023 20230330 52.50 PORTAGE BREWING COMPANY 0031711 03/15/2023 20230330 370.50 CHECK 482410 TOTAL: 528.00 482411 03/31/2023 PRTD 106341 MEDICAL PRIORITY CONSULTANTS, INC 1535677 03/02/2023 20230330 112.91 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 26 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482411 TOTAL: 112.91 482412 03/31/2023 PRTD 105690 PRO-TEC DESIGN INC 108924 02/28/2023 20230330 2,327.00 CHECK 482412 TOTAL: 2,327.00 482413 03/31/2023 PRTD 130260 PROFORMA BM52001574A 02/06/2023 20230330 5,454.37 CHECK 482413 TOTAL: 5,454.37 482414 03/31/2023 PRTD 106322 SCHENCK, DAVID 160423 03/01/2023 20230330 375.40 SCHENCK, DAVID 160424 03/01/2023 20230330 715.08 SCHENCK, DAVID 160437 03/03/2023 20230330 785.19 SCHENCK, DAVID 160438 03/03/2023 20230330 604.87 CHECK 482414 TOTAL: 2,480.54 482415 03/31/2023 PRTD 143618 PRYES BREWING COMPANY LLC W-51842 03/16/2023 20230330 410.00 PRYES BREWING COMPANY LLC W-51841 03/16/2023 20230330 397.00 CHECK 482415 TOTAL: 807.00 482416 03/31/2023 PRTD 131685 QUADIENT LEASING US, INC. N9835029 03/01/2023 20230330 209.22 CHECK 482416 TOTAL: 209.22 482417 03/31/2023 PRTD 100972 R & R SPECIALTIES INC 0078360-IN 03/01/2023 20230330 75.40 R & R SPECIALTIES INC 0078419-IN 03/03/2023 20230330 600.00 CHECK 482417 TOTAL: 675.40 482418 03/31/2023 PRTD 131673 MILLS AFTERMARKET ACCESSORIES INC BR-1043910-01 01/03/2023 20230330 2,983.95 CHECK 482418 TOTAL: 2,983.95 482419 03/31/2023 PRTD 114799 RES GREAT LAKES LLC IN34675 02/28/2023 20230330 1,706.25 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 27 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482419 TOTAL: 1,706.25 482420 03/31/2023 PRTD 101659 ORKIN 238150023 02/28/2023 20230330 32.10 ORKIN 239566887 03/03/2023 20230330 90.00 ORKIN 236876425 01/24/2023 20230330 75.00 CHECK 482420 TOTAL: 197.10 482421 03/31/2023 PRTD 100988 SAFETY KLEEN SYSTEMS INC 91133581 03/01/2023 20230330 222.56 CHECK 482421 TOTAL: 222.56 482422 03/31/2023 PRTD 160574 JEAN, SANDRA 04-2023 02/28/2023 20230330 800.00 CHECK 482422 TOTAL: 800.00 482423 03/31/2023 PRTD 100991 SCHWAB VOLLHABER LUBRATT SERVICE INV176355 02/24/2023 20230330 2,268.78 CHECK 482423 TOTAL: 2,268.78 482424 03/31/2023 PRTD 144403 SENTEXT SOLUTIONS 312634 03/03/2023 20230330 66.85 CHECK 482424 TOTAL: 66.85 482425 03/31/2023 PRTD 134643 SHAKOPEE MDEWAKANTON SIOUX COMMUN SALES000000007952 09/30/2022 20230330 3,531.25 SHAKOPEE MDEWAKANTON SIOUX COMMUN SALES000000008284 02/28/2023 20230330 193.20 CHECK 482425 TOTAL: 3,724.45 482426 03/31/2023 PRTD 103409 KELBRO COMPANY 2869470 03/16/2023 20230330 295.39 CHECK 482426 TOTAL: 295.39 482427 03/31/2023 PRTD 100995 SHORT-ELLIOT-HENDRICKSON INCORPOR 442358 03/03/2023 20230330 1,130.51 CHECK 482427 TOTAL: 1,130.51 482428 03/31/2023 PRTD 160451 SIGN SOLUTIONS USA LLC 405159 03/03/2023 20230330 472.40 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 28 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482428 TOTAL: 472.40 482429 03/31/2023 PRTD 132195 SMALL LOT MN MN62969 03/14/2023 20230330 277.04 CHECK 482429 TOTAL: 277.04 482430 03/31/2023 PRTD 101000 RJM PRINTING INC 123845012 03/06/2023 20230330 106.82 CHECK 482430 TOTAL: 106.82 482431 03/31/2023 PRTD 127878 SOUTHERN GLAZERS WINE & SPIRITS L 2323390 03/15/2023 20230330 499.20 SOUTHERN GLAZERS WINE & SPIRITS L 2323392 03/15/2023 20230330 212.80 SOUTHERN GLAZERS WINE & SPIRITS L 2323391 03/15/2023 20230330 730.40 SOUTHERN GLAZERS WINE & SPIRITS L 2323386 03/15/2023 20230330 410.00 SOUTHERN GLAZERS WINE & SPIRITS L 2323387 03/15/2023 20230330 130.90 SOUTHERN GLAZERS WINE & SPIRITS L 2323385 03/15/2023 20230330 225.83 SOUTHERN GLAZERS WINE & SPIRITS L 2323388 03/15/2023 20230330 2,552.31 SOUTHERN GLAZERS WINE & SPIRITS L 2323389 03/15/2023 20230330 144.93 SOUTHERN GLAZERS WINE & SPIRITS L 2323404 03/15/2023 20230330 2,786.13 SOUTHERN GLAZERS WINE & SPIRITS L 2323403 03/15/2023 20230330 4,456.72 SOUTHERN GLAZERS WINE & SPIRITS L 2323402 03/15/2023 20230330 208.80 SOUTHERN GLAZERS WINE & SPIRITS L 2323406 03/15/2023 20230330 732.00 SOUTHERN GLAZERS WINE & SPIRITS L 2323405 03/15/2023 20230330 384.23 SOUTHERN GLAZERS WINE & SPIRITS L 2323401 03/15/2023 20230330 576.42 SOUTHERN GLAZERS WINE & SPIRITS L 2323399 03/15/2023 20230330 3,542.74 SOUTHERN GLAZERS WINE & SPIRITS L 2323397 03/16/2023 20230330 228.00 SOUTHERN GLAZERS WINE & SPIRITS L 2323393 03/15/2023 20230330 225.83 SOUTHERN GLAZERS WINE & SPIRITS L 2323398 03/15/2023 20230330 264.80 SOUTHERN GLAZERS WINE & SPIRITS L 2323396 03/15/2023 20230330 613.11 SOUTHERN GLAZERS WINE & SPIRITS L 2323400 03/15/2023 20230330 1,030.40 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 29 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET SOUTHERN GLAZERS WINE & SPIRITS L 2323395 03/15/2023 20230330 672.00 SOUTHERN GLAZERS WINE & SPIRITS L 2323394 03/15/2023 20230330 381.60 SOUTHERN GLAZERS WINE & SPIRITS L 9496775 03/15/2023 20230330 -6.00 CHECK 482431 TOTAL: 21,003.15 482432 03/31/2023 PRTD 101004 SPS COMPANIES INC S4745070.001 01/12/2023 20230330 188.13 CHECK 482432 TOTAL: 188.13 482433 03/31/2023 PRTD 102371 STANDARD SPRING PARTS 397663 03/06/2023 20230330 975.34 CHECK 482433 TOTAL: 975.34 482434 03/31/2023 PRTD 101007 STAR TRIBUNE 12416723-02/26/2023 02/26/2023 20230330 627.54 CHECK 482434 TOTAL: 627.54 482435 03/31/2023 PRTD 139006 MN DEPT OF LABOR AND INDUSTRY ALR0146510X 02/25/2023 20230330 100.00 CHECK 482435 TOTAL: 100.00 482436 03/31/2023 PRTD 139006 MINNESOTA DEPARTMENT OF TRANSPORT P00016294 11/14/2022 20230330 516.94 CHECK 482436 TOTAL: 516.94 482437 03/31/2023 PRTD 133068 STEEL TOE BREWING LLC 49404 03/15/2023 20230330 420.00 STEEL TOE BREWING LLC 49408 03/13/2023 20230330 469.00 CHECK 482437 TOTAL: 889.00 482438 03/31/2023 PRTD 101017 SUBURBAN CHEVROLET 123092P 02/28/2023 20230330 205.66 CHECK 482438 TOTAL: 205.66 482439 03/31/2023 PRTD 122511 SWANK MOTION PICTURES INC RG 3345362 03/01/2023 20230330 225.00 CHECK 482439 TOTAL: 225.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 30 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482440 03/31/2023 PRTD 104932 TAYLOR MADE 36471819 02/18/2023 20230330 1,193.45 TAYLOR MADE 36472183 02/18/2023 20230330 145.28 TAYLOR MADE 36498171 02/28/2023 20230330 189.93 TAYLOR MADE 36527103 03/10/2023 20230330 -1,360.68 TAYLOR MADE 36527042 03/10/2023 20230330 -139.84 TAYLOR MADE 36401930 01/23/2023 20230330 35.00 CHECK 482440 TOTAL: 63.14 482441 03/31/2023 PRTD 146347 TELEFLEX FUNDING LLC 9506653573 02/27/2023 20230330 677.50 CHECK 482441 TOTAL: 677.50 482442 03/31/2023 PRTD 102798 THOMSON REUTERS - WEST 847935890 03/01/2023 20230330 787.94 CHECK 482442 TOTAL: 787.94 482443 03/31/2023 PRTD 160642 TIMM, AMANDA 100 02/09/2023 20230330 400.00 CHECK 482443 TOTAL: 400.00 482444 03/31/2023 PRTD 119374 TNC INDUSTRIES INC 35781 02/15/2023 20230330 228.00 CHECK 482444 TOTAL: 228.00 482445 03/31/2023 PRTD 101038 TOLL COMPANY 40170135 02/28/2023 20230330 32.59 CHECK 482445 TOTAL: 32.59 482446 03/31/2023 PRTD 151773 TOP GOLF USA INC 91149098 03/01/2023 20230330 9,162.12 CHECK 482446 TOTAL: 9,162.12 482447 03/31/2023 PRTD 146952 TOUCHSTONE IQ LLC 000084-981 03/03/2023 20230330 24,700.00 CHECK 482447 TOTAL: 24,700.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 31 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482448 03/31/2023 PRTD 136342 TRAVISMATHEW LLC 91152944 03/04/2023 20230330 88.20 CHECK 482448 TOTAL: 88.20 482449 03/31/2023 PRTD 101360 TWIN CITY HARDWARE COMPANY INC PSI2177008 03/06/2023 20230330 700.00 CHECK 482449 TOTAL: 700.00 482450 03/31/2023 PRTD 146436 TYLER TECHNOLOGIES INC 025-412693 02/15/2023 20230330 2,231.25 TYLER TECHNOLOGIES INC 025-413891 02/22/2023 20230330 306.25 TYLER TECHNOLOGIES INC 025-414874 02/28/2023 20230330 1,225.00 CHECK 482450 TOTAL: 3,762.50 482451 03/31/2023 PRTD 100689 ULTIMATE SAFETY CONCEPTS INC 204053 02/16/2023 20230330 861.88 CHECK 482451 TOTAL: 861.88 482452 03/31/2023 PRTD 145567 UNMAPPED BREWING COMPANY LLC E-2416 03/09/2023 20230330 112.00 UNMAPPED BREWING COMPANY LLC E-2414 03/08/2023 20230330 162.00 UNMAPPED BREWING COMPANY LLC E-2430 03/15/2023 20230330 112.00 UNMAPPED BREWING COMPANY LLC E-2428 03/15/2023 20230330 330.60 UNMAPPED BREWING COMPANY LLC E-2429 03/15/2023 20230330 236.00 CHECK 482452 TOTAL: 952.60 482453 03/31/2023 PRTD 100050 USPS 6905447 03/27/2023 20230330 5,336.80 CHECK 482453 TOTAL: 5,336.80 482454 03/31/2023 PRTD 103500 VALLEY PAVING INC ENG 21-2 #17 02/24/2023 20230330 19,343.50 CHECK 482454 TOTAL: 19,343.50 482455 03/31/2023 PRTD 101058 VAN PAPER COMPANY 026811 02/15/2023 20230330 114.87 VAN PAPER COMPANY 026811-01 02/15/2023 20230330 5.81 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 32 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET VAN PAPER COMPANY 026809-01 02/17/2023 20230330 71.50 VAN PAPER COMPANY 026800-01 02/17/2023 20230330 142.99 VAN PAPER COMPANY 026805-01 02/17/2023 20230330 35.75 VAN PAPER COMPANY 027670 02/21/2023 20230330 61.65 VAN PAPER COMPANY 029194 03/03/2023 20230330 508.00 VAN PAPER COMPANY 029192A 03/03/2023 20230330 73.20 CHECK 482455 TOTAL: 1,013.77 482456 03/31/2023 PRTD 160036 VAULT HEALTH FL00564038 03/02/2023 20230330 829.26 CHECK 482456 TOTAL: 829.26 482457 03/31/2023 PRTD 119454 VINOCOPIA INC CM0314216-IN 10/06/2022 20230330 -29.60 VINOCOPIA INC 0325686-IN 03/16/2023 20230330 1,068.50 VINOCOPIA INC 0325688-IN 03/16/2023 20230330 113.25 VINOCOPIA INC 0325687-IN 03/16/2023 20230330 184.58 VINOCOPIA INC 0325690-IN 03/16/2023 20230330 161.25 VINOCOPIA INC 0325689-IN 03/16/2023 20230330 637.50 VINOCOPIA INC 0325691-IN 03/16/2023 20230330 642.00 VINOCOPIA INC 0325692-IN 03/16/2023 20230330 184.58 VINOCOPIA INC 0325678-IN 03/16/2023 20230330 310.25 VINOCOPIA INC 0325677-IN 03/16/2023 20230330 274.50 CHECK 482457 TOTAL: 3,546.81 482458 03/31/2023 PRTD 120627 VISTAR 67523601 03/03/2023 20230330 1,830.87 CHECK 482458 TOTAL: 1,830.87 482459 03/31/2023 PRTD 123616 WATER CONSERVATION SERVICES INC 13015 03/02/2023 20230330 1,908.15 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 33 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482459 TOTAL: 1,908.15 482460 03/31/2023 PRTD 124216 WAUSAU TILE INC 669755 03/01/2023 20230330 658.04 CHECK 482460 TOTAL: 658.04 482461 03/31/2023 PRTD 101033 WINE COMPANY 230202 03/15/2023 20230330 2,044.67 WINE COMPANY 230200 03/15/2023 20230330 4,856.00 WINE COMPANY 230198 03/15/2023 20230330 170.00 WINE COMPANY 230199 03/15/2023 20230330 423.05 WINE COMPANY 230203 03/15/2023 20230330 3,600.00 WINE COMPANY 230201 03/15/2023 20230330 170.00 CHECK 482461 TOTAL: 11,263.72 482462 03/31/2023 PRTD 144412 WINEBOW MN00127855 03/16/2023 20230330 324.96 WINEBOW MN00127735 03/14/2023 20230330 730.44 CHECK 482462 TOTAL: 1,055.40 482463 03/31/2023 PRTD 124503 WINSUPPLY EDEN PRAIRIE MN CO 241134 01 03/01/2023 20230330 38.65 WINSUPPLY EDEN PRAIRIE MN CO 241192 01 03/02/2023 20230330 35.73 CHECK 482463 TOTAL: 74.38 482464 03/31/2023 PRTD 142162 WOODEN HILL BREWING COMPANY LLC 4110 03/16/2023 20230330 262.80 WOODEN HILL BREWING COMPANY LLC 4113 03/16/2023 20230330 326.10 WOODEN HILL BREWING COMPANY LLC 4112 03/16/2023 20230330 492.90 CHECK 482464 TOTAL: 1,081.80 482465 03/31/2023 PRTD 105740 WSB & ASSOCIATES R-021930-000-2 02/28/2023 20230330 259.50 WSB & ASSOCIATES R-020537-000-5 02/28/2023 20230330 1,867.50 WSB & ASSOCIATES R-017897-000-21 02/28/2023 20230330 6,025.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 03/30/2023 13:53User: STanGeilProgram ID: apcshdsb Page 34 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET WSB & ASSOCIATES R-021590-000-3 02/28/2023 20230330 5,742.00 CHECK 482465 TOTAL: 13,894.00 482466 03/31/2023 PRTD 103410 WW GOETSCH ASSOCIATES INC 109913 03/06/2023 20230330 6,558.00 WW GOETSCH ASSOCIATES INC 109914 03/06/2023 20230330 257.50 CHECK 482466 TOTAL: 6,815.50 482467 03/31/2023 PRTD 101091 ZIEGLER INC IN000901963 03/03/2023 20230330 47.32 ZIEGLER INC IN000902043 03/03/2023 20230330 344.15 CHECK 482467 TOTAL: 391.47 482468 03/31/2023 PRTD 160252 HANCE UTILITY SERVICE, INC. 33073 03/01/2023 20230330 1,181.25 CHECK 482468 TOTAL: 1,181.25 NUMBER OF CHECKS 223 *** CASH ACCOUNT TOTAL *** 2,132,958.17 COUNT AMOUNT TOTAL PRINTED CHECKS 222 1,634,028.32 TOTAL WIRE TRANSFERS 1 498,929.85 *** GRAND TOTAL *** 2,132,958.17 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 30 JOURNAL ENTRIES TO BE CREATED FUND SUB FUND DUE TO DUE FR 1000 General 117,836.172300 Pedestrian and Cyclist Safety 1,915.752500 Conservation & Sustainability 2,405.382600 Housing & Redvlpmt Authority 34,234.252600 Housing & Redvlpmt Authority 2,672.892600 Housing & Redvlpmt Authority 195.002600 Housing & Redvlpmt Authority 75,728.794000 Capital Projects 33,617.214600 MSA tracking 26,033.445100 Art Center 137.345200 Braemar Golf Course 1,835.805200 Braemar Golf Course 65.255300 Aquatic Center 8,720.905400 Edinborough Park 3,605.025500 Braemar Arena 5,796.575600 Braemar Field 13.055700 Centennial Lakes 26.995800 Liquor 105,725.265900 Utility Fund 23,518.465900 Utility Fund 14,276.445900 Utility Fund 13,367.755900 Utility Fund 67,985.006000 Risk Management 534,003.726100 Equipment Operations 50,195.106200 Information Technology 23,172.926300 Facilities Management 6,472.057100 PS Training Facility 1,047.977200 MN Task Force 1 715.669000 Payroll 509,151.869999 Pooled Cash Fund 1,664,471.99 TOTAL 1,664,471.99 1,664,471.99 ** END OF REPORT - Generated by Shirleng Tan Geil ** City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 1 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 89 04/07/2023 WIRE 100886 METROPOLITAN COUNCIL MAR 2023 SAC 04/05/2023 41,822.55 CHECK 89 TOTAL: 41,822.55 482469 04/07/2023 PRTD 133522 AARP DRIVER SAFETY PROGRAM C16676 03/11/2023 20230407 160.00 CHECK 482469 TOTAL: 160.00 482470 04/07/2023 PRTD 135922 ACUSHNET COMPANY 914989485 02/15/2023 20230407 187.12 CHECK 482470 TOTAL: 187.12 482471 04/07/2023 PRTD 140318 ADVANCED ELEMENTS INC 85554 02/07/2023 20230407 27,924.00 ADVANCED ELEMENTS INC 86181 03/07/2023 20230407 13,404.75 CHECK 482471 TOTAL: 41,328.75 482472 04/07/2023 PRTD 133504 AID ELECTRIC CORPORATION 73560-1 03/07/2023 20230407 2,348.50 AID ELECTRIC CORPORATION 73560-2 03/07/2023 20230407 244.11 AID ELECTRIC CORPORATION 73561-1 03/07/2023 20230407 2,135.00 AID ELECTRIC CORPORATION 73561-2 03/07/2023 20230407 555.39 CHECK 482472 TOTAL: 5,283.00 482473 04/07/2023 PRTD 100575 AMERICAN CYLINDER LLC 204572 03/10/2023 20230407 241.71 AMERICAN CYLINDER LLC 204571 03/10/2023 20230407 130.56 CHECK 482473 TOTAL: 372.27 482474 04/07/2023 PRTD 160095 AM CRAFT SPIRITS SALES & MARKETIN 16499 03/22/2023 20230407 67.30 AM CRAFT SPIRITS SALES & MARKETIN 16498 03/22/2023 20230407 221.02 CHECK 482474 TOTAL: 288.32 482475 04/07/2023 PRTD 141960 AMAZON CAPITAL SERVICES 1M7N-NGWF-FXX9 01/14/2023 20230407 100.00 AMAZON CAPITAL SERVICES 1MWY-9CJC-4NCL 03/07/2023 20230407 64.66 AMAZON CAPITAL SERVICES 1VLP-HHRF-1MKN 03/07/2023 20230407 9.99 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 2 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET AMAZON CAPITAL SERVICES 1CJ3-GGGV-49V1 03/07/2023 20230407 40.50 AMAZON CAPITAL SERVICES 1NRP-37WX-1NXQ 03/07/2023 20230407 16.98 AMAZON CAPITAL SERVICES 113J-D9MC-74T7 03/08/2023 20230407 40.85 AMAZON CAPITAL SERVICES 113J-D9MC-74V4 03/08/2023 20230407 26.99 AMAZON CAPITAL SERVICES 1D47-QN44-97JL 03/08/2023 20230407 105.26 AMAZON CAPITAL SERVICES 17WT-XLFP-3XTW 03/08/2023 20230407 71.99 AMAZON CAPITAL SERVICES 1C3N-QXKT-6F37 03/08/2023 20230407 23.09 AMAZON CAPITAL SERVICES 1XTL-61MC-7KVP 03/09/2023 20230407 259.83 AMAZON CAPITAL SERVICES 1C1P-H6KP-4C6R 03/10/2023 20230407 69.99 AMAZON CAPITAL SERVICES 1TTD-7VXF-3YG6 03/10/2023 20230407 64.99 AMAZON CAPITAL SERVICES 1HX3-FD39-4P97 03/10/2023 20230407 28.98 AMAZON CAPITAL SERVICES 1QPY-GW97-6QRC 03/10/2023 20230407 59.98 AMAZON CAPITAL SERVICES 1LTD-M3DV-9TJR 03/10/2023 20230407 17.96 AMAZON CAPITAL SERVICES 1693-47XR-CYNQ 03/11/2023 20230407 50.18 AMAZON CAPITAL SERVICES 1L37-FQ1M-D3FY 03/11/2023 20230407 278.58 AMAZON CAPITAL SERVICES 1FXT-VPW9-DL3H 03/11/2023 20230407 33.18 AMAZON CAPITAL SERVICES 1FXT-VPW9-FDPD 03/11/2023 20230407 6.40 AMAZON CAPITAL SERVICES 1VY6-NQ3N-HKFG 03/12/2023 20230407 17.16 AMAZON CAPITAL SERVICES 1PF4-16WL-HRDY 03/12/2023 20230407 108.84 AMAZON CAPITAL SERVICES 1PF4-16WL-HR96 03/12/2023 20230407 108.84 AMAZON CAPITAL SERVICES 1HJ7-CNXM-MHFN 03/13/2023 20230407 111.70 AMAZON CAPITAL SERVICES 1693-47XR-MQFW 03/13/2023 20230407 468.00 AMAZON CAPITAL SERVICES 1FTL-PCPG-N1RD 03/13/2023 20230407 67.14 AMAZON CAPITAL SERVICES 17MC-MHNQ-1H3C 03/13/2023 20230407 26.56 AMAZON CAPITAL SERVICES 1G99-XTG4-1F7V 03/13/2023 20230407 41.22 AMAZON CAPITAL SERVICES 1LVD-RCHD-4WP6 03/13/2023 20230407 96.12 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 3 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET AMAZON CAPITAL SERVICES 1TQQ-RJDR-CQHP 03/18/2023 20230407 91.76 AMAZON CAPITAL SERVICES 1PTR-L933-F9D3 03/18/2023 20230407 63.99 CHECK 482475 TOTAL: 2,571.71 482476 04/07/2023 PRTD 132360 AMERICAN LIBERTY CONSTRUCTION INC FC-20-05 #1 03/01/2023 20230407 12,591.89 CHECK 482476 TOTAL: 12,591.89 482477 04/07/2023 PRTD 118491 APPLE INC AL12341089 03/09/2023 20230407 159.00 CHECK 482477 TOTAL: 159.00 482478 04/07/2023 PRTD 151441 ARAMARK UNIFORM AND CAREER APPEAL 2500202055 03/07/2023 20230407 119.42 ARAMARK UNIFORM AND CAREER APPEAL 2500201985 03/07/2023 20230407 186.04 CHECK 482478 TOTAL: 305.46 482479 04/07/2023 PRTD 151756 ARBEITER BREWING COMPANY LLC 998 03/23/2023 20230407 221.00 ARBEITER BREWING COMPANY LLC 997 03/23/2023 20230407 222.00 CHECK 482479 TOTAL: 443.00 482480 04/07/2023 PRTD 106304 ASPEN MILLS INC 310449 03/13/2023 20230407 32.00 CHECK 482480 TOTAL: 32.00 482481 04/07/2023 PRTD 100636 ASTLEFORD EQUIPMENT COMPANY INC 02P24951 03/07/2023 20230407 694.62 ASTLEFORD EQUIPMENT COMPANY INC 02P25103 03/13/2023 20230407 40.52 CHECK 482481 TOTAL: 735.14 482482 04/07/2023 PRTD 101718 IEH AUTO PARTS LLC 380140960 03/07/2023 20230407 34.17 IEH AUTO PARTS LLC 380141080 03/08/2023 20230407 5.65 IEH AUTO PARTS LLC 380141532 03/13/2023 20230407 37.09 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 4 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482482 TOTAL: 76.91 482483 04/07/2023 PRTD 129624 BARNA GUZY & STEFFEN LTD 259846 02/28/2023 20230407 2,023.00 CHECK 482483 TOTAL: 2,023.00 482484 04/07/2023 PRTD 102709 BDS LAUNDRY SYSTEMS LMV423193 03/10/2023 20230407 299.82 CHECK 482484 TOTAL: 299.82 482485 04/07/2023 PRTD 131191 BERNATELLO'S PIZZA INC 5143256 03/09/2023 20230407 783.00 CHECK 482485 TOTAL: 783.00 482486 04/07/2023 PRTD 142153 BLACK STACK BREWING INC 21745 03/16/2023 20230407 540.00 BLACK STACK BREWING INC 21846 03/23/2023 20230407 400.84 BLACK STACK BREWING INC 21845 03/23/2023 20230407 162.00 BLACK STACK BREWING INC 21844 03/23/2023 20230407 208.00 CHECK 482486 TOTAL: 1,310.84 482487 04/07/2023 PRTD 101010 BORDER STATES INDUSTRIES INC 925922312 03/09/2023 20230407 331.62 CHECK 482487 TOTAL: 331.62 482488 04/07/2023 PRTD 105367 BOUND TREE MEDICAL LLC 84826454 01/17/2023 20230407 5,581.74 BOUND TREE MEDICAL LLC 84886502 03/10/2023 20230407 2,736.13 CHECK 482488 TOTAL: 8,317.87 482489 04/07/2023 PRTD 142566 BRASS FOUNDRY BREWING CO E-9015 03/22/2023 20230407 128.00 BRASS FOUNDRY BREWING CO E-9014 03/22/2023 20230407 128.00 CHECK 482489 TOTAL: 256.00 482490 04/07/2023 PRTD 124291 BREAKTHRU BEVERAGE MINNESOTA WINE 348215577 03/15/2023 20230407 5,823.52 BREAKTHRU BEVERAGE MINNESOTA WINE 348215563 03/16/2023 20230407 7,135.67 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 5 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482490 TOTAL: 12,959.19 482491 04/07/2023 PRTD 124529 BREAKTHRU BEVERAGE MINNESOTA BEER 348210182 03/14/2023 20230407 5,687.55 BREAKTHRU BEVERAGE MINNESOTA BEER 348315533 03/21/2023 20230407 156.00 BREAKTHRU BEVERAGE MINNESOTA BEER 348315534 03/21/2023 20230407 14,170.15 BREAKTHRU BEVERAGE MINNESOTA BEER 348315532 03/21/2023 20230407 284.10 BREAKTHRU BEVERAGE MINNESOTA BEER 348314357 03/21/2023 20230407 5,637.50 BREAKTHRU BEVERAGE MINNESOTA BEER 348314358 03/21/2023 20230407 203.10 BREAKTHRU BEVERAGE MINNESOTA BEER 348315033 03/21/2023 20230407 5,831.75 BREAKTHRU BEVERAGE MINNESOTA BEER 348315032 03/21/2023 20230407 184.75 BREAKTHRU BEVERAGE MINNESOTA BEER 348315031 03/21/2023 20230407 425.60 BREAKTHRU BEVERAGE MINNESOTA BEER 348416920 03/28/2003 20230407 43.10 BREAKTHRU BEVERAGE MINNESOTA BEER 348416356 03/28/2003 20230407 168.40 CHECK 482491 TOTAL: 32,792.00 482492 04/07/2023 PRTD 150972 BROKEN CLOCK BREWING COOPERATIVE 7451 03/22/2023 20230407 230.00 CHECK 482492 TOTAL: 230.00 482493 04/07/2023 PRTD 119455 CAPITOL BEVERAGE SALES LP 2810887 03/17/2023 20230407 6,063.05 CAPITOL BEVERAGE SALES LP 2811961 03/21/2023 20230407 62.00 CAPITOL BEVERAGE SALES LP 2811963 03/21/2023 20230407 4,892.60 CAPITOL BEVERAGE SALES LP 2811962 03/21/2023 20230407 322.65 CAPITOL BEVERAGE SALES LP 2814949 03/28/2023 20230407 2,045.20 CAPITOL BEVERAGE SALES LP 2814947 03/28/2023 20230407 182.00 CAPITOL BEVERAGE SALES LP 2814948 03/28/2023 20230407 144.15 CAPITOL BEVERAGE SALES LP 2816807 03/31/2023 20230407 1,087.80 CAPITOL BEVERAGE SALES LP 2816806 03/31/2023 20230407 104.00 CAPITOL BEVERAGE SALES LP 2816808 03/31/2023 20230407 192.75 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 6 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CAPITOL BEVERAGE SALES LP 2816801 03/31/2023 20230407 60.00 CAPITOL BEVERAGE SALES LP 2816809 03/31/2023 20230407 788.50 CHECK 482493 TOTAL: 15,944.70 482494 04/07/2023 PRTD 142028 CINTAS CORPORATION 4149104783 03/13/2023 20230407 6.00 CINTAS CORPORATION 4149104796 03/13/2023 20230407 27.37 CINTAS CORPORATION 4149104777 03/13/2023 20230407 16.40 CHECK 482494 TOTAL: 49.77 482495 04/07/2023 PRTD 142028 CINTAS CORPORATION 4149106387 03/13/2023 20230407 65.25 CHECK 482495 TOTAL: 65.25 482496 04/07/2023 PRTD 130477 MCDONALD DISTRIBUTING COMPANY 679398 03/22/2023 20230407 32.25 MCDONALD DISTRIBUTING COMPANY 679397 03/22/2023 20230407 140.40 MCDONALD DISTRIBUTING COMPANY 679630 03/22/2023 20230407 -30.00 MCDONALD DISTRIBUTING COMPANY 679396 03/22/2023 20230407 96.75 MCDONALD DISTRIBUTING COMPANY 679395 03/22/2023 20230407 152.75 MCDONALD DISTRIBUTING COMPANY 679399 03/22/2023 20230407 197.65 CHECK 482496 TOTAL: 589.80 482497 04/07/2023 PRTD 120032 CORPORATE MECHANICAL INC W65071 03/08/2023 20230407 3,615.31 CHECK 482497 TOTAL: 3,615.31 482498 04/07/2023 PRTD 101403 CRYSTEEL MANUFACTURING INC LC00081975 03/09/2023 20230407 1,647.00 CHECK 482498 TOTAL: 1,647.00 482499 04/07/2023 PRTD 119214 CUSTOM HOSE TECH 115388 03/09/2023 20230407 303.90 CHECK 482499 TOTAL: 303.90 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 7 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482500 04/07/2023 PRTD 127913 CUTTER SALES 163038 03/07/2023 20230407 205.01 CHECK 482500 TOTAL: 205.01 482501 04/07/2023 PRTD 104020 DALCO ENTERPRISES INC 4056315 03/10/2023 20230407 340.06 CHECK 482501 TOTAL: 340.06 482502 04/07/2023 PRTD 118375 PAUL DEUTSCH 68489 02/13/2023 20230407 352.00 CHECK 482502 TOTAL: 352.00 482503 04/07/2023 PRTD 121103 DIRECTV GROUP INC 016523692X230313 03/13/2023 20230407 7.57 CHECK 482503 TOTAL: 7.57 482504 04/07/2023 PRTD 100730 DORSEY & WHITNEY LLP 3859718 03/06/2023 20230407 1,297.50 DORSEY & WHITNEY LLP 3859719 03/06/2023 20230407 28,876.00 CHECK 482504 TOTAL: 30,173.50 482505 04/07/2023 PRTD 132810 ECM PUBLISHERS INC 935898 03/02/2023 20230407 184.45 ECM PUBLISHERS INC 937063 03/09/2023 20230407 274.05 ECM PUBLISHERS INC 934793 02/23/2023 20230407 77.35 CHECK 482505 TOTAL: 535.85 482506 04/07/2023 PRTD 160646 EDINA GIVE AND GO ARPA-031023 03/10/2023 20230407 20,000.00 CHECK 482506 TOTAL: 20,000.00 482507 04/07/2023 PRTD 101630 EDINA COMMUNITY EDUCATION 149286 02/28/2023 20230407 384.64 EDINA COMMUNITY EDUCATION 149177 02/28/2023 20230407 441.00 EDINA COMMUNITY EDUCATION 149288 02/28/2023 20230407 372.00 CHECK 482507 TOTAL: 1,197.64 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 8 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482508 04/07/2023 PRTD 146139 EDINA/EDEN PRAIRIE EXPLORER POST 48th Conference 03/21/2023 20230407 2,456.00 CHECK 482508 TOTAL: 2,456.00 482509 04/07/2023 PRTD 100049 EHLERS AND ASSOCIATES 93549 03/10/2023 20230407 3,705.00 EHLERS AND ASSOCIATES 93550 03/10/2023 20230407 195.00 EHLERS AND ASSOCIATES 93552 03/10/2023 20230407 6,325.00 CHECK 482509 TOTAL: 10,225.00 482510 04/07/2023 PRTD 104733 EMERGENCY MEDICAL PRODUCTS INC 2535012 03/07/2023 20230407 33.12 CHECK 482510 TOTAL: 33.12 482511 04/07/2023 PRTD 148012 EVEREST EMERGENCY VEHICLES INC P06577 03/08/2023 20230407 276.74 EVEREST EMERGENCY VEHICLES INC P06571 03/07/2023 20230407 276.74 CHECK 482511 TOTAL: 553.48 482512 04/07/2023 PRTD 100146 ELLIOTT AUTO SUPPLY CO, INC 69-480963 03/08/2023 20230407 10.56 ELLIOTT AUTO SUPPLY CO, INC 69-480849 03/07/2023 20230407 132.99 CHECK 482512 TOTAL: 143.55 482513 04/07/2023 PRTD 106035 FASTENAL COMPANY MNTC1277824 03/09/2023 20230407 224.67 CHECK 482513 TOTAL: 224.67 482514 04/07/2023 PRTD 116492 BRIDGETOWER OPCO, LLC 745112031 03/09/2023 20230407 191.18 CHECK 482514 TOTAL: 191.18 482515 04/07/2023 PRTD 141837 DAIOHS USA INC 662381 03/09/2023 20230407 664.70 DAIOHS USA INC 662226 03/08/2023 20230407 226.55 CHECK 482515 TOTAL: 891.25 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 9 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482516 04/07/2023 PRTD 142145 FISCHER BROS LLC 1955-677 03/10/2023 20230407 3,377.50 FISCHER BROS LLC 1955-678 03/10/2023 20230407 1,128.75 CHECK 482516 TOTAL: 4,506.25 482517 04/07/2023 PRTD 104716 GALE-TEC ENGINEERING INC 3379 03/07/2023 20230407 6,706.50 CHECK 482517 TOTAL: 6,706.50 482518 04/07/2023 PRTD 102456 GALLS PARENT HOLDINGS LLC BC1835138 03/08/2023 20230407 1,260.83 GALLS PARENT HOLDINGS LLC BC1835214 03/08/2023 20230407 265.70 GALLS PARENT HOLDINGS LLC BC1835260 03/08/2023 20230407 163.30 GALLS PARENT HOLDINGS LLC BC1836612 03/08/2023 20230407 187.00 GALLS PARENT HOLDINGS LLC BC1838578 03/10/2023 20230407 164.00 GALLS PARENT HOLDINGS LLC BC1838648 03/10/2023 20230407 554.43 GALLS PARENT HOLDINGS LLC BC1839011 03/13/2023 20230407 160.68 GALLS PARENT HOLDINGS LLC BC1839162 03/13/2023 20230407 321.79 GALLS PARENT HOLDINGS LLC BC1839241 03/13/2023 20230407 104.99 GALLS PARENT HOLDINGS LLC BC1839280 03/13/2023 20230407 242.10 GALLS PARENT HOLDINGS LLC BC1839301 03/13/2023 20230407 138.26 GALLS PARENT HOLDINGS LLC BC1839442 03/13/2023 20230407 18.58 GALLS PARENT HOLDINGS LLC BC1839604 03/13/2023 20230407 298.92 CHECK 482518 TOTAL: 3,880.58 482519 04/07/2023 PRTD 101103 WW GRAINGER 9634022306 03/09/2023 20230407 127.46 WW GRAINGER 9634346390 03/09/2023 20230407 338.44 CHECK 482519 TOTAL: 465.90 482520 04/07/2023 PRTD 160108 GREAT RIVER OFFICE PRODUCTS, INC. 027427-00 03/07/2023 20230407 30.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 10 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482520 TOTAL: 30.00 482521 04/07/2023 PRTD 122093 GROUP HEALTHPLAN INC 119035366 03/01/2023 20230407 471,558.03 CHECK 482521 TOTAL: 471,558.03 482522 04/07/2023 PRTD 122093 GROUP HEALTHPLAN INC 119008395 03/01/2023 20230407 23,839.26 CHECK 482522 TOTAL: 23,839.26 482523 04/07/2023 PRTD 137677 HAMMEL GREEN AND ABRAHAMSON INC 237864 03/08/2023 20230407 2,150.38 HAMMEL GREEN AND ABRAHAMSON INC 237863 03/08/2023 20230407 10,230.32 CHECK 482523 TOTAL: 12,380.70 482524 04/07/2023 PRTD 104375 HOHENSTEINS INC 592338 03/22/2023 20230407 2,765.40 HOHENSTEINS INC 592337 03/21/2023 20230407 252.00 HOHENSTEINS INC 592340 03/21/2023 20230407 1,480.80 HOHENSTEINS INC 592339 03/21/2023 20230407 120.00 HOHENSTEINS INC 593280 03/23/2023 20230407 148.50 HOHENSTEINS INC 592336 03/21/2023 20230407 171.00 HOHENSTEINS INC 593279 03/23/2023 20230407 726.90 HOHENSTEINS INC 594445 03/28/2023 20230407 -143.25 CHECK 482524 TOTAL: 5,521.35 482525 04/07/2023 PRTD 116680 HP INC 9017171439 02/22/2023 20230407 5,648.95 HP INC 9017177109 02/24/2023 20230407 15,600.00 HP INC 9017183989 02/27/2023 20230407 1,220.79 HP INC 9017194392 03/02/2023 20230407 1,500.35 CHECK 482525 TOTAL: 23,970.09 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 11 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482526 04/07/2023 PRTD 160628 HYDRA POWER HYDRAULICS 25089 03/08/2023 20230407 642.85 CHECK 482526 TOTAL: 642.85 482527 04/07/2023 PRTD 146427 LUCID BREWING LLC 15721 03/22/2023 20230407 102.00 CHECK 482527 TOTAL: 102.00 482528 04/07/2023 PRTD 100814 INDELCO PLASTICS CORPORATION INV382848 03/09/2023 20230407 62.86 CHECK 482528 TOTAL: 62.86 482529 04/07/2023 PRTD 104157 INTERNATIONAL CODE COUNCIL INC 1001625102 01/19/2023 20230407 570.00 CHECK 482529 TOTAL: 570.00 482530 04/07/2023 PRTD 100828 JERRY'S ENTERPRISES INC FACILITIES-02/2023 02/25/2023 20230407 104.60 CHECK 482530 TOTAL: 104.60 482531 04/07/2023 PRTD 132592 JF AHERN CO 562984 03/08/2023 20230407 265.00 CHECK 482531 TOTAL: 265.00 482532 04/07/2023 PRTD 100835 ARTISAN BEER COMPANY 3593658 03/23/2023 20230407 341.45 ARTISAN BEER COMPANY 3593657 03/23/2023 20230407 379.20 ARTISAN BEER COMPANY 3593659 03/23/2023 20230407 756.03 ARTISAN BEER COMPANY 357124 03/03/2023 20230407 -18.10 CHECK 482532 TOTAL: 1,458.58 482533 04/07/2023 PRTD 100835 JOHNSON BROTHERS LIQUOR CO 2258888 03/16/2023 20230407 5,150.84 JOHNSON BROTHERS LIQUOR CO 2258877 03/16/2023 20230407 6,116.27 JOHNSON BROTHERS LIQUOR CO 2258865 03/20/2023 20230407 .24 JOHNSON BROTHERS LIQUOR CO 2258866 03/20/2023 20230407 .24 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 12 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482533 TOTAL: 11,267.59 482534 04/07/2023 PRTD 130042 KULLY SUPPLY INC 605762 03/06/2023 20230407 388.88 CHECK 482534 TOTAL: 388.88 482535 04/07/2023 PRTD 151024 LA DONA SBC 6219 03/22/2023 20230407 80.00 CHECK 482535 TOTAL: 80.00 482536 04/07/2023 PRTD 100605 LANDS' END INC SIN11061461 03/08/2023 20230407 561.35 CHECK 482536 TOTAL: 561.35 482537 04/07/2023 PRTD 101220 LANO EQUIPMENT INC 01-978786 03/02/2023 20230407 -33.64 LANO EQUIPMENT INC 01-978627 03/02/2023 20230407 33.64 LANO EQUIPMENT INC 01-979738 03/08/2023 20230407 222.67 LANO EQUIPMENT INC 01-980210 03/10/2023 20230407 89.00 CHECK 482537 TOTAL: 311.67 482538 04/07/2023 PRTD 133014 SOCCER SHOTS 03-01-2023 03/01/2023 20230407 5,760.00 CHECK 482538 TOTAL: 5,760.00 482539 04/07/2023 PRTD 100852 LAWSON PRODUCTS INC 9310424694 03/11/2023 20230407 1,521.14 LAWSON PRODUCTS INC 9310426884 03/13/2023 20230407 133.37 CHECK 482539 TOTAL: 1,654.51 482540 04/07/2023 PRTD 101552 LEAGUE OF MINNESOTA CITIES 378631 03/13/2023 20230407 20.00 CHECK 482540 TOTAL: 20.00 482541 04/07/2023 PRTD 101552 LEAGUE OF MINNESOTA CITIES INSURA 40002968-03/23 03/06/2023 20230407 254,866.00 LEAGUE OF MINNESOTA CITIES INSURA 40002474-03/23 03/06/2023 20230407 173,916.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 13 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482541 TOTAL: 428,782.00 482542 04/07/2023 PRTD 101552 LEAGUE OF MINNESOTA CITIES H00109858-02/23/23 02/23/2023 20230407 23,718.91 LEAGUE OF MINNESOTA CITIES H00116093-02/23/23 02/23/2023 20230407 34,691.54 LEAGUE OF MINNESOTA CITIES LMC28359-02/23/23 02/23/2023 20230407 22,972.01 CHECK 482542 TOTAL: 81,382.46 482543 04/07/2023 PRTD 103217 LHB INC 220556.00-7 03/08/2023 20230407 255.00 CHECK 482543 TOTAL: 255.00 482544 04/07/2023 PRTD 130046 LIFE INSURANCE COMPANY OF NORTH A FEB 2023 03/08/2023 20230407 2,540.36 LIFE INSURANCE COMPANY OF NORTH A MAR 2023 03/08/2023 20230407 2,540.36 CHECK 482544 TOTAL: 5,080.72 482545 04/07/2023 PRTD 100858 LOGIS 53565-4 02/24/2023 20230407 2,820.00 CHECK 482545 TOTAL: 2,820.00 482546 04/07/2023 PRTD 123848 LVC COMPANIES INC 109312 03/13/2023 20230407 1,003.20 LVC COMPANIES INC 109337 03/13/2023 20230407 280.00 CHECK 482546 TOTAL: 1,283.20 482547 04/07/2023 PRTD 134063 MANSFIELD OIL COMPANY 24087170 03/10/2023 20230407 1,347.51 MANSFIELD OIL COMPANY 24087169 03/10/2023 20230407 17,574.96 MANSFIELD OIL COMPANY 24095264 03/14/2023 20230407 10,267.89 MANSFIELD OIL COMPANY 24095267 03/14/2023 20230407 2,633.68 MANSFIELD OIL COMPANY 24095265 03/14/2023 20230407 4,400.94 MANSFIELD OIL COMPANY 24095266 03/14/2023 20230407 5,147.27 CHECK 482547 TOTAL: 41,372.25 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 14 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482548 04/07/2023 PRTD 146040 STRAYER, JUSTIN 22456 03/22/2023 20230407 499.90 STRAYER, JUSTIN 22455 03/22/2023 20230407 375.50 STRAYER, JUSTIN 22457 03/22/2023 20230407 92.00 CHECK 482548 TOTAL: 967.40 482549 04/07/2023 PRTD 101483 MENARDS 77717 03/07/2023 20230407 283.58 MENARDS 77729 03/07/2023 20230407 139.19 MENARDS 77768 03/08/2023 20230407 58.72 CHECK 482549 TOTAL: 481.49 482550 04/07/2023 PRTD 160530 METRO ELEVATOR INC 84618 03/07/2023 20230407 254.00 CHECK 482550 TOTAL: 254.00 482551 04/07/2023 PRTD 100886 METROPOLITAN COUNCIL 0001154266 03/22/2023 20230407 123.32 CHECK 482551 TOTAL: 123.32 482552 04/07/2023 PRTD 100886 METROPOLITAN COUNCIL 0001154268 03/22/2023 20230407 566.55 CHECK 482552 TOTAL: 566.55 482553 04/07/2023 PRTD 128914 BJKK DEVELOPMENT 34353 03/13/2023 20230407 50.83 BJKK DEVELOPMENT 34354 03/13/2023 20230407 17.50 BJKK DEVELOPMENT 34355 03/13/2023 20230407 34.00 CHECK 482553 TOTAL: 102.33 482554 04/07/2023 PRTD 140955 MODIST BREWING LLC E-39682 03/21/2023 20230407 106.00 CHECK 482554 TOTAL: 106.00 482555 04/07/2023 PRTD 100683 CHEMSEARCH 8148316 03/07/2023 20230407 815.06 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 15 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482555 TOTAL: 815.06 482556 04/07/2023 PRTD 100076 NEW FRANCE WINE CO 202135 03/22/2023 20230407 213.00 CHECK 482556 TOTAL: 213.00 482557 04/07/2023 PRTD 105901 OERTEL ARCHITECTS 22-08.4 03/09/2023 20230407 5,841.00 CHECK 482557 TOTAL: 5,841.00 482558 04/07/2023 PRTD 999998 DUBLEY, DONNA 273-22-1744-1 03/21/2023 20230407 1,203.95 CHECK 482558 TOTAL: 1,203.95 482559 04/07/2023 PRTD 999998 BUDLONG, ANNE 273-22-4910 03/21/2023 20230407 1,475.68 CHECK 482559 TOTAL: 1,475.68 482560 04/07/2023 PRTD 999998 HANSON, RUSSELL 273-22-3936 03/21/2023 20230407 1,361.00 CHECK 482560 TOTAL: 1,361.00 482561 04/07/2023 PRTD 999994 Taylor, Kate PARKING PERMIT 74 03/06/2023 20230407 241.93 Taylor, Kate PARKING PERMIT 75 03/06/2023 20230407 241.93 CHECK 482561 TOTAL: 483.86 482562 04/07/2023 PRTD 999994 Church of St. Patrick 847215 03/28/2023 20230407 230.00 CHECK 482562 TOTAL: 230.00 482563 04/07/2023 PRTD 101659 ORKIN 239565434 03/07/2023 20230407 142.36 ORKIN 236876151 01/24/2023 20230407 30.00 ORKIN 236876228 01/24/2023 20230407 30.00 CHECK 482563 TOTAL: 202.36 482564 04/07/2023 PRTD 100945 PEPSI-COLA COMPANY 52036254 03/17/2023 20230407 807.45 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 16 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482564 TOTAL: 807.45 482565 04/07/2023 PRTD 149249 PEQUOD DISTRIBUTING W-182263 03/23/2023 20230407 53.00 PEQUOD DISTRIBUTING W-181673 03/23/2023 20230407 335.50 CHECK 482565 TOTAL: 388.50 482566 04/07/2023 PRTD 119620 POMP'S TIRE SERVICE INC 210643326 03/10/2023 20230407 292.17 CHECK 482566 TOTAL: 292.17 482567 04/07/2023 PRTD 143468 PORTAGE BREWING COMPANY 0031762 03/21/2023 20230407 52.50 PORTAGE BREWING COMPANY 0031761 03/21/2023 20230407 250.50 CHECK 482567 TOTAL: 303.00 482568 04/07/2023 PRTD 129706 PREMIUM WATERS INC 319311278 03/09/2023 20230407 48.99 CHECK 482568 TOTAL: 48.99 482569 04/07/2023 PRTD 143618 PRYES BREWING COMPANY LLC W-52120 03/23/2023 20230407 614.00 CHECK 482569 TOTAL: 614.00 482570 04/07/2023 PRTD 100972 R & R SPECIALTIES INC 0078480-IN 03/13/2023 20230407 400.00 CHECK 482570 TOTAL: 400.00 482571 04/07/2023 PRTD 102924 POWERPLAN OIB P2921101 03/10/2023 20230407 108.82 CHECK 482571 TOTAL: 108.82 482572 04/07/2023 PRTD 138298 RED BULL DISTRIBUTION COMPANY INC 2007574367 03/23/2023 20230407 194.40 RED BULL DISTRIBUTION COMPANY INC 2007574322 03/21/2023 20230407 611.52 CHECK 482572 TOTAL: 805.92 482573 04/07/2023 PRTD 100975 MULTI SERVICE TECHNOLOGY SOLUTION 20230310033928 03/10/2023 20230407 195.49 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 17 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482573 TOTAL: 195.49 482574 04/07/2023 PRTD 144351 REHDER, MARK 320 03/07/2023 20230407 296.95 CHECK 482574 TOTAL: 296.95 482575 04/07/2023 PRTD 100977 RICHFIELD PLUMBING COMPANY 86855 03/09/2023 20230407 1,107.00 CHECK 482575 TOTAL: 1,107.00 482576 04/07/2023 PRTD 102408 RIGID HITCH INCORPORATED 1928758726 03/13/2023 20230407 583.94 CHECK 482576 TOTAL: 583.94 482577 04/07/2023 PRTD 140989 S M HENTGES & SONS INC 13 03/02/2023 20230407 2,672.89 CHECK 482577 TOTAL: 2,672.89 482578 04/07/2023 PRTD 100995 SHORT-ELLIOT-HENDRICKSON INCORPOR 442922 03/08/2023 20230407 1,806.16 SHORT-ELLIOT-HENDRICKSON INCORPOR 442361 03/02/2023 20230407 72,908.79 CHECK 482578 TOTAL: 74,714.95 482579 04/07/2023 PRTD 160278 ROHN INDUSTRIES, INC 595344 03/03/2023 20230407 17.73 ROHN INDUSTRIES, INC 595343 03/03/2023 20230407 17.73 ROHN INDUSTRIES, INC 595573 03/08/2023 20230407 32.72 ROHN INDUSTRIES, INC 595574 03/08/2023 20230407 476.00 CHECK 482579 TOTAL: 544.18 482580 04/07/2023 PRTD 150892 SOLAR SOLUTIONS INC 12991 03/11/2023 20230407 8,308.95 SOLAR SOLUTIONS INC 12994 03/11/2023 20230407 999.83 CHECK 482580 TOTAL: 9,308.78 482581 04/07/2023 PRTD 127878 SOUTHERN GLAZERS WINE & SPIRITS L 2324672 03/17/2023 20230407 1,465.13 SOUTHERN GLAZERS WINE & SPIRITS L 2324674 03/17/2023 20230407 1,465.13 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 18 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET SOUTHERN GLAZERS WINE & SPIRITS L 2324673 03/17/2023 20230407 1,465.13 SOUTHERN GLAZERS WINE & SPIRITS L 9500100 02/28/2023 20230407 -7.32 SOUTHERN GLAZERS WINE & SPIRITS L 9497499 02/28/2023 20230407 -3.66 CHECK 482581 TOTAL: 4,384.41 482582 04/07/2023 PRTD 160346 STANDARD INSURANCE COMPANY FEB 2023 02/01/2023 20230407 7,696.84 STANDARD INSURANCE COMPANY MAR 2023 03/01/2023 20230407 7,718.65 CHECK 482582 TOTAL: 15,415.49 482583 04/07/2023 PRTD 139006 MINNESOTA DEPARTMENT OF HEALTH 23-Class B-Schiro 03/29/2023 20230407 32.00 CHECK 482583 TOTAL: 32.00 482584 04/07/2023 PRTD 133068 STEEL TOE BREWING LLC 49515 03/22/2023 20230407 285.00 STEEL TOE BREWING LLC 49514 03/22/2023 20230407 99.00 STEEL TOE BREWING LLC 49516 03/22/2023 20230407 105.00 CHECK 482584 TOTAL: 489.00 482585 04/07/2023 PRTD 105874 SUBURBAN TIRE WHOLESALE INC 10192819 03/08/2023 20230407 576.00 CHECK 482585 TOTAL: 576.00 482586 04/07/2023 PRTD 135803 SUN LIFE ASSURANCE COMPANY OF CAN FEB 2023 #1 03/08/2023 20230407 5,581.17 SUN LIFE ASSURANCE COMPANY OF CAN FEB 2023 #2 03/08/2023 20230407 2,952.70 SUN LIFE ASSURANCE COMPANY OF CAN MAR 2023 #1 03/08/2023 20230407 5,609.91 SUN LIFE ASSURANCE COMPANY OF CAN MAR 2023 #2 03/08/2023 20230407 2,953.84 CHECK 482586 TOTAL: 17,097.62 482587 04/07/2023 PRTD 119864 SYSCO MINNESOTA INC 447529809 03/09/2023 20230407 830.82 CHECK 482587 TOTAL: 830.82 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 19 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET 482588 04/07/2023 PRTD 146870 TERRY'S HARDWARE 323747/1 02/16/2023 20230407 651.00 CHECK 482588 TOTAL: 651.00 482589 04/07/2023 PRTD 123129 TIMESAVER OFF SITE SECRETARIAL IN M28023 02/28/2023 20230407 1,256.00 CHECK 482589 TOTAL: 1,256.00 482590 04/07/2023 PRTD 102742 TOLTZ KING DUVALL ANDERSON & ASSO 002023000599 03/01/2023 20230407 4,374.57 TOLTZ KING DUVALL ANDERSON & ASSO 002023000598 03/01/2023 20230407 21,658.87 CHECK 482590 TOTAL: 26,033.44 482591 04/07/2023 PRTD 124753 TOSHIBA FINANCIAL SERVICES 5024192783 03/07/2023 20230407 237.34 CHECK 482591 TOTAL: 237.34 482592 04/07/2023 PRTD 134673 TOTAL MECHANICAL SYSTEMS INC S5993 03/07/2023 20230407 344.00 TOTAL MECHANICAL SYSTEMS INC S6023 03/07/2023 20230407 344.00 TOTAL MECHANICAL SYSTEMS INC S6024 03/07/2023 20230407 548.89 CHECK 482592 TOTAL: 1,236.89 482593 04/07/2023 PRTD 104064 TRANS UNION RISK AND ALTERNATIVE 269634-202302-1 03/01/2023 20230407 307.20 CHECK 482593 TOTAL: 307.20 482594 04/07/2023 PRTD 136342 TRAVISMATHEW LLC 91156848 03/08/2023 20230407 103.00 TRAVISMATHEW LLC 91157558 03/08/2023 20230407 589.58 TRAVISMATHEW LLC 91160745 03/12/2023 20230407 52.80 CHECK 482594 TOTAL: 745.38 482595 04/07/2023 PRTD 103218 TRI-STATE BOBCAT P93011 03/09/2023 20230407 158.02 TRI-STATE BOBCAT P93010 03/09/2023 20230407 21.56 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 20 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482595 TOTAL: 179.58 482596 04/07/2023 PRTD 101360 TWIN CITY HARDWARE COMPANY INC PSI2177333 03/07/2023 20230407 200.00 CHECK 482596 TOTAL: 200.00 482597 04/07/2023 PRTD 142790 UNDERGROUND UTILITY SPECIALTIES I 516 03/10/2023 20230407 7,995.00 CHECK 482597 TOTAL: 7,995.00 482598 04/07/2023 PRTD 131957 UNIVERSAL ATHLETIC, LLC 150-0068433-01 03/07/2023 20230407 268.62 UNIVERSAL ATHLETIC, LLC 150-0068438-01 03/08/2023 20230407 120.34 UNIVERSAL ATHLETIC, LLC 150-0068437-01 03/08/2023 20230407 115.92 CHECK 482598 TOTAL: 504.88 482599 04/07/2023 PRTD 143327 GARBER, CAROL 1-10-23 03/13/2023 20230407 1,459.00 CHECK 482599 TOTAL: 1,459.00 482600 04/07/2023 PRTD 100050 USPS 79878 03/07/2023 20230407 472.55 CHECK 482600 TOTAL: 472.55 482601 04/07/2023 PRTD 100050 USPS 8858 04/05/2023 20230407 4,214.65 CHECK 482601 TOTAL: 4,214.65 482602 04/07/2023 PRTD 101058 VAN PAPER COMPANY 029202 03/08/2023 20230407 445.42 VAN PAPER COMPANY 029200A 03/08/2023 20230407 95.21 VAN PAPER COMPANY 029198 03/08/2023 20230407 350.66 VAN PAPER COMPANY 029196A 03/08/2023 20230407 125.31 CHECK 482602 TOTAL: 1,016.60 482603 04/07/2023 PRTD 144209 VENN BREWING COMPANY LLC 4060 03/22/2023 20230407 336.00 VENN BREWING COMPANY LLC 4058 03/22/2023 20230407 264.00 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 21 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET VENN BREWING COMPANY LLC 4059 03/22/2023 20230407 264.00 CHECK 482603 TOTAL: 864.00 482604 04/07/2023 PRTD 141927 VER-TECH LABORATORIES INC INV721623 03/13/2023 20230407 200.00 CHECK 482604 TOTAL: 200.00 482605 04/07/2023 PRTD 148579 VIERKANT DISPOSAL LLC 2/1/23 - 2/28/23 03/09/2023 20230407 67,985.00 CHECK 482605 TOTAL: 67,985.00 482606 04/07/2023 PRTD 160216 NEW VISION TECHNOLOGIES LLC 39520 03/13/2023 20230407 264.18 CHECK 482606 TOTAL: 264.18 482607 04/07/2023 PRTD 160537 WEX HEALTH INC 0001697892-IN 02/28/2023 20230407 1,010.75 CHECK 482607 TOTAL: 1,010.75 482608 04/07/2023 PRTD 124503 WINSUPPLY EDEN PRAIRIE MN CO 241443 01 03/09/2023 20230407 65.30 WINSUPPLY EDEN PRAIRIE MN CO 241494 01 03/10/2023 20230407 4.15 CHECK 482608 TOTAL: 69.45 482609 04/07/2023 PRTD 142162 WOODEN HILL BREWING COMPANY LLC 4121 03/23/2023 20230407 90.00 WOODEN HILL BREWING COMPANY LLC 4120 03/23/2023 20230407 59.70 WOODEN HILL BREWING COMPANY LLC 4122 03/23/2023 20230407 119.40 CHECK 482609 TOTAL: 269.10 482610 04/07/2023 PRTD 160299 WOODEN SHIP BREWING COMPANY 000355 03/23/2023 20230407 184.20 CHECK 482610 TOTAL: 184.20 482611 04/07/2023 PRTD 105740 WSB & ASSOCIATES R-021369-000-5 02/28/2023 20230407 4,348.50 WSB & ASSOCIATES R-018471-000-15 02/28/2023 20230407 1,915.75 City of Edina, MN A/P CASH DISBURSEMENTS JOURNAL Report generated: 04/06/2023 15:54User: STanGeilProgram ID: apcshdsb Page 22 CASH ACCOUNT: 9999 1012 Control BS - CashAP CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET CHECK 482611 TOTAL: 6,264.25 482612 04/07/2023 PRTD 103266 YORKDALE SHOPPES PARTNERS, LLC APR 2023 03/17/2023 20230407 1,148.77 CHECK 482612 TOTAL: 1,148.77 482613 04/07/2023 PRTD 101091 ZIEGLER INC IN000907347 03/08/2023 20230407 388.11 ZIEGLER INC IN000907584 03/08/2023 20230407 244.51 ZIEGLER INC IN000909584 03/09/2023 20230407 134.54 CHECK 482613 TOTAL: 767.16 NUMBER OF CHECKS 146 *** CASH ACCOUNT TOTAL *** 1,664,471.99 COUNT AMOUNT TOTAL PRINTED CHECKS 145 1,622,649.44 TOTAL WIRE TRANSFERS 1 41,822.55 *** GRAND TOTAL *** 1,664,471.99 Date: April 18, 2023 Agenda Item #: VI.C. To:Mayor and City Council Item Type: Request For Purchase From:Todd Milburn, Chief of Police Item Activity: Subject:Request for Purchase: License Plate Readers Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve Request for Purchase for License P late Readers from Flock for $43,500. INTRODUCTION: To help reduce and deter crime, the Edina Police Department plans to purchase five stationary and two mobile license plate readers (LP R). LPR provide a direct line to police dispatch when a vehicle enters an area that has been flagged, stolen or involved in a serious crime. The total purchase price is $43,500. The City will contribute $23,500 toward the total purchase. A donation from the Edina Crime Prevention Fund for $20,000 toward this purchase was approved at the April 4, 2023 City Council meeting. ATTACHMENTS: Description Request for Purchase: License Plate Readers Flock Safety Contract Request for Purchase Requisition Number 1 CITY OF EDINA 4801 W 50th St., Edina, MN 55424 www.EdinaMN.gov | 952-927-8861 12300052 Department:Police Buyer:Dan Conboy Date: 04/13/2023 Requisition Description:Request for Purchase: License Plate Readers Vendor:FLOCK GROUP INC Cost:$43,500.00 REPLACEMENT or NEW:NEW - NEW PURCHASE SOURCE:QUOTE/BD - QUOTE/BID DESCRIPTION:: BUDGET IMPACT: : To help reduce and deter crime, the Edina Police Department plans to purchase five stationary and two mobile license plate readers (LPR). LPR provide a direct line to police dispatch when a vehicle enters an area that has been flagged, stolen or involved in a serious crime. The total purchase price is $43,500. The City will contribute $23,500 toward the total purchase. A donation from the Edina Crime Prevention Fund for $20,000 toward this purchase was previously approved. Environmental Impact - item specific: 2 COMMUNITY IMPACT:: ENVIRONMENTAL IMPACT:: Vehicle - Make/Model/Year requested vehicle: Vehicle - Make/Model/Year current vehicle (if replacement): Vehicle - Does purchase meet Green Fleet Recommendations? - Vehicle - If does not meet Green Fleet Recommendations, justification: - MPG: Carbon Emissions: N/A LPRs assist police by identifying leads on suspect vehicles in a particular area. If a particular area of the city begins to see an increase in theft from vehicles or auto thefts, for example, the LPR assists police by showing patterns of the same vehicle(s) entering the affected area on a particular date and time. This narrows down and potentially identifies suspect vehicles which can ultimately lead to identifying suspect and solving crimes. Stationary LPRs will notify police dispatch when a reported stolen vehicle enters a particular point of the city. Dispatchers can relay the information to on-duty patrol officers. Occupants of stolen vehicles often use the vehicles to commit further crimes, so whether or not patrol officers locate the vehicle, the area can still be flooded with patrol cars and that can often cause the occupants of the stolen vehicle to leave the area. FLOCK GROUP INC. SERVICES AGREEMENT ORDER FORM This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. (“Flock”) and the customer identified below (“Agency”) (each of Flock and Customer, a ”Party”). This order form (“Order Form”) hereby incorporates and includes the “GOVERNMENT AGENCY AGREEMENT” attached (the “Terms”) which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations. The Agreement will become effective when this Order Form is executed by both Parties (the “Effective Date”). Agency: MN - Edina PD Legal Entity Name: \FSLegalEntityName{r}\ Contact Name: Dan Conboy Address: 4801 W 50th St Minneapolis, Minnesota 55424 Phone: (952) 826-1610 E-Mail: dconboy@edinamn.gov Expected Payment Method: \FSExpectedPaymentMethod1\ Billing Contact: \FSBillingContact1\ (if different than above) Initial Term: 24 months Renewal Term: 24 months Billing Term: Annual payment due Net 30 per terms and conditions Billing Frequency: Annual Plan - First Year Invoiced at Signing Contract contingent on council approval of the project. Flock will put all installations on hold until approval is granted by the city with the option to cancel at no cost if approval is not given. DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 ACH / Check Professional Services and One-Time Purchases Name Price/Usage Fee QTY Subtotal Professional Services - Standard Implementation Fee $350.00 5.00 $1,750.00 Discount on Implementation ($250.00) 1 ($250.00) Hardware and Software Products Annual recurring amounts over subscription term Name Price/Usage Fee QTY Subtotal Falcon $2,500.00 5.00 $12,500.00 Falcon Flex $3,000.00 2.00 $6,000.00 Advanced Search Package $2,500.00 1 $2,500.00 Subtotal Year 1: $22,500.00 Subscription Term: 24 Months Annual Recurring Total: $21,000.00 Estimated Sales Tax: $0.00 Total Contract Amount: $43,500.00 DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 I have reviewed and agree to the Customer Implementation Guide on Schedule B at the end of this agreement. \FSInitials1\ By executing this Order Form, Agency represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set forth below. FLOCK GROUP, INC. Agency: MN - Edina PD By: \FSSignature2\ By: \FSSignature1\ Name: \FSFullname2\ Name: \FSFullname1\ Title: \FSTitle2\ Title: \FSTitle1\ Date: \FSDateSigned2\ Date: \FSDateSigned1\ DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 3/30/2023 Dan Conboy General Counsel Mark Smith 3/30/2023 GOVERNMENT AGENCY AGREEMENT This Government Agency Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 (“Flock”) and the police department or government agency identified in the signature block of the Order Form (“Agency”) (each a “Party,” and together, the “Parties”). RECITALS WHEREAS, Flock offers a software and hardware situational awareness solution for automatic license plates, video and audio detection through Flock’s technology platform (the “Flock Service”), and upon detection, the Flock Services are capable of capturing audio, video, image, and recording data and can provide notifications to Agency upon the instructions of Non-Agency End User (as defined below) (“Notifications”); WHEREAS, Agency desires access to the Flock Service on existing cameras, provided by Agency, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, including those from Non-Agency End Users of the Flock Service (where there is an investigative or bona fide lawful purpose) such as schools, neighborhood homeowners associations, businesses, and individual users; WHEREAS, Flock deletes all Footage on a rolling thirty (30) day basis, excluding Wing Replay which is deleted after seven (7) days. Agency is responsible for extracting, downloading and archiving Footage from the Flock System on its own storage devices for auditing for prosecutorial/administrative purposes; and WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations by police departments, and archiving for evidence gathering (“Permitted Purpose”). AGREEMENT NOW, THEREFORE, Flock and Agency agree that this Agreement, and any addenda attached hereto or referenced herein, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties. 1. DEFINITIONS Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this Section 1. 1.1 “Advanced Search” means the provision of Services, via the web interface using Flock’s software applications, which utilize advanced evidence delivery capabilities including convoy analysis, multi-geo search, visual search, cradlepoint integration for automatic vehicle location, and common plate analysis. 1.2 “Agency Data” means the data, media and content provided by Agency through the Services. For the avoidance of doubt, the Agency Data will include the Footage. 1.3 “Agency Generated Data” means the messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, other information or materials posted, uploaded, displayed, published, distributed, transmitted, broadcasted, or otherwise made available on or submitted through the Wing Suite. DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 1.4. “Agency Hardware” means the third-party camera owned or provided by Agency and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services. 1.5. “Aggregated Data” means information that relates to a group or category of individuals, from which any potential individuals’ personal identifying information has been permanently “anonymized” by commercially available standards to irreversibly alter data in such a way that a data subject (i.e., individual person or impersonal entity) can no longer be identified directly or indirectly. 1.6 “Authorized End User(s)” means any individual employees, agents, or contractors of Agency accessing or using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement. 1.7 “Deployment Plan” means the strategic geographic mapping of the location(s) and implementation of Flock Hardware, and/or other relevant Services required under this Agreement. 1.8 “Documentation” means text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Services which are provided by Flock to Agency in accordance with the terms of this Agreement. 1.9 “Embedded Software” means the software and/or firmware embedded or preinstalled on the Flock Hardware or Agency Hardware. 1.10 “Falcon Flex” means an infrastructure-free, location-flexible license plate reader camera that enables the Agency to self-install. 1.11 “Flock Hardware” means the Flock cameras or device, pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Flock Services. 1.12 “Flock IP” means the Services, the Documentation, the Embedded Software, the Installation Services, and any and all intellectual property therein or otherwise provided to Agency and/or its Authorized End Users in connection with the foregoing. 1.13 “Flock Safety Falcon™” means an infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint™ technology to capture vehicular attributes. 1.14 “Flock Safety Raven™” means an audio detection device that provides real-time alerting to law enforcement based on programmed audio events such as gunshots, breaking glass, and street racing. 1.15 “Flock Safety Sparrow™” means an infrastructure-free license plate reader camera for residential roadways that utilizes Vehicle Fingerprint™ technology to capture vehicular attributes. DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 1.17 “Footage” means still images, video, audio and other data captured by the Flock Hardware or Agency Hardware in the course of and provided via the Services. 1.18 “Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes. Hotlist also includes, but is not limited to, national data (i.e. NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction. 1.19 “Implementation Fee(s)” means the monetary fees associated with the Installation Services, as defined below. 1.20 “Installation Services” means the services provided by Flock for installation of Agency Hardware and/or Flock Hardware, including any applicable installation of Embedded Software on Agency Hardware. 1.21 “Non-Agency End User(s)” means any individual, entity, or derivative therefrom, authorized to use the Services through the Web Interface, under the rights granted to pursuant to the terms (or to those materially similar) of this Agreement. 1.22 “Services” or “Flock Services” means the provision, via the Web Interface, of Flock’s software applications for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage. 1.23 “Support Services” means Monitoring Services, as defined in Section 2.10 below. 1.24 “Usage Fee” means the subscription fees to be paid by the Agency for ongoing access to Services. 1.25 “Web Interface” means the website(s) or application(s) through which Agency and its Authorized End Users can access the Services, in accordance with the terms of this Agreement. 1.26 “Wing Suite” means the Flock interface which provides real-time access to the Flock Services, location of Flock Hardware, Agency Hardware, third-party cameras, live-stream video, Wing Livestream, Wing LPR, Wing Replay, alerts and other integrations. 1.27 “Wing Livestream” means real-time video integration with third-party cameras via the Flock interface. 1.28 “Wing LPR” means software integration with third-party cameras utilizing Flock’s Vehicle Fingerprint Technology™ for license plate capture. 1.29 “Wing Replay” means enhanced situational awareness encompassing Footage retention, replay ability, and downloadable content from Hot Lists integrated from third-party cameras. DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 1.30 “Vehicle Fingerprint™” means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks. 2. SERVICES AND SUPPORT 2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-exclusive, non-transferable right to access the features and functions of the Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Agency’s designated administrator, listed on the Order Form, and any Authorized End Users to access and download via the Web Interface for thirty (30) days. Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Flock will also provide Agency with the Documentation to be used in accessing and using the Services. Agency shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Agency, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the Services and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage) which makes the Services available to Agency and Authorized End Users. Warranties provided by said third party service providers are the agency’s sole and exclusive remedy and Flock’s sole and exclusive liability with regard to such third-party services, including without limitation hosting the Web Interface. Agency agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Agency from time to time. 2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non- exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on the Flock Hardware or Agency Hardware; in each case, solely as necessary for Agency to use the Services. 2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a non- exclusive, non-transferable right and license to use the Documentation during the Term in connection with its use of the Services as contemplated herein, and under Section 2.5 below. 2.4 Wing Suite License. Subject to all terms of this Agreement, Flock grants Agency a limited, non-exclusive, non- transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Wing Suite software and interface. 2.5 Usage Restrictions. DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 2.5.1 Flock IP. The permitted purpose for usage of the Flock Hardware, Agency Hardware, Documentation, Services, support, and Flock IP are solely to facilitate gathering evidence that could be used in a lawful criminal investigation by the appropriate government agency (“Permitted Purpose”). Agency will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Services or Flock IP; (vi) use the Services, support, Flock Hardware, Documentation, or the Flock IP for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Agency’s rights under Sections 2.1, 2.2, 2.3, or 2.4. 2.5.2. Flock Hardware. Agency understands that all Flock Hardware is owned exclusively by Flock, and that title to any Flock Hardware does not pass to Agency upon execution of this Agreement. Except for Falcon Flex products, which are designed for self-installation, Agency is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Notwithstanding the notice and cure period set for in Section 6.3, Agency agrees and understands that in the event Agency is found to engage in any of the restricted actions of this Section 2.5.2, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination (without opportunity to cure) for material breach by Agency. 2.6 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. There are no implied rights. 2.7 Suspension. 2.7.1 Service Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend Agency’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if Flock reasonably determines that (a) there is a threat or attack on any of the Flock IP by Agency; (b) Agency’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Agency has violated any term of this provision, including, but not limited to, utilizing the Services for DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Agency’s account (“Service Suspension”). Agency shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. 2.7.2 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Agency or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Agency and to provide updates regarding resumption of access to Flock Services. Flock will use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Agency or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Agency’s direct actions or by the actions of parties associated with the Agency, the expiration of the Term will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day) prorated for the proportion of cameras on the Agency’s account that have been impacted. For example, in the event of a Service Interruption lasting five (5) continuous days, Agency will receive a credit for five (5) free days at the end of the Term. 2.8 Installation Services. 2.8.1 Designated Locations. For installation of Flock Hardware, excluding Falcon Flex products, prior to performing the physical installation of the Flock Hardware, Flock shall advise Agency on the location and positioning of the Flock Hardware for optimal license plate image capture, as conditions and location allow. Flock may consider input from Agency regarding location, position and angle of the Flock Hardware (“Designated Location”) and collaborate with Agency to design the Deployment Plan confirming the Designated Locations. Flock shall have final discretion on location of Flock Hardware. Flock shall have no liability to Agency resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated Locations or delay in installation due to Agency’s delay in confirming Designated Locations, in ordering and/or having the Designated Location ready for installation including having all electrical work preinstalled and permits ready, if necessary. After installation, any subsequent changes to the Deployment Plan (“Reinstalls”) will incur a charge for Flock’s then- current list price for Reinstalls, as listed in the then-current Reinstall policy (available at https://www.flocksafety.com/reinstall-fee-schedule) and any equipment fees. For clarity, Agency will receive prior notice and provide approval for any such fees. These changes include but are not limited to re-positioning, adjusting of the mounting, re-angling, removing foliage, replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism, weather, theft, lack of criminal activity in view, and the like. Flock shall have full discretion on decision to reinstall Flock Hardware. DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 2.8.2 Agency Installation Obligations. Agency agrees to allow Flock and its agents reasonable access in and near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the installation work. Although Flock Hardware is designed to utilize solar power, certain Designated Locations may require a reliable source of 120V or 240V AC power. In the event adequate solar power is not available, Agency is solely responsible for costs associated with providing a reliable source of 120V or 240V AC power to Flock Hardware. Flock will provide solar options to supply power at each Designated Location. If Agency refuses recommended solar options, Agency waives any reimbursement, tolling, or credit for any suspension period of Flock Services due to low solar power. Additionally, Agency is solely responsible for (i) any permits or associated costs, and managing the permitting process of installation of cameras or AC power; (ii) any federal, state, or local taxes including property, license, privilege, sales, use, excise, gross receipts, or other similar taxes which may now or hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Flock Hardware, its use (excluding tax exempt entities), or (iii) any other supplementary cost for services performed in connection with installation of the Flock Hardware, including but not limited to contractor licensing, engineered drawings, rental of specialized equipment, or vehicles, third-party personnel (i.e. Traffic Control Officers, Electricians, State DOT-approved poles, etc., if necessary), such costs to be approved by the Agency (“Agency Installation Obligations”). In the event that a Designated Location for Flock Hardware requires permits, Flock may provide the Agency with a temporary alternate location for installation pending the permitting process. Once the required permits are obtained, Flock will relocate the Flock Hardware from the temporary alternate location to the permitted location at no additional cost. Without being obligated or taking any responsibility for the foregoing, Flock may pay and invoice related costs to Agency if Agency did not address them prior to the execution of this Agreement or a third party requires Flock to pay. Agency represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such installation. 2.8.3 Flock’s Obligations. Installation of Flock Hardware shall be installed in a workmanlike manner in accordance with Flock’s standard installation procedures, and the installation will be completed within a reasonable time from the time that the Designated Locations are confirmed. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Following the initial installation of the Flock Hardware and any subsequent Reinstalls or maintenance operations, Flock’s obligation to perform installation work shall cease; however, for the sole purpose of validating installation, Flock will continue to monitor the performance of Flock Hardware for the length of the Term and will receive access to the Footage for a period of seven (7) business days after the initial installation for quality control and provide any necessary maintenance. Labor may be provided by Flock or a third-party. Flock is not obligated to install, reinstall, or provide physical maintenance to Agency Hardware. Notwithstanding anything to the contrary, Agency understands that Flock will not provide installation services for Falcon Flex products. 2.8.4 Ownership of Hardware. Flock Hardware shall remain the personal property of Flock and will be removed upon the natural expiration of this Agreement at no additional cost to Agency. Agency shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Agency default on any DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s rights to any damages Flock may sustain as a result of Agency’s default and Flock shall have the right to enforce any other legal remedy or right. 2.9 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock’s price for its services under this Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless. 2.10 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of Flock Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services, or the Designated Locations which may improve the performance or functionality of the Services or may improve the quality of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the Parties prior to any alterations to or changes of the Services or the Designated Locations (“Monitoring Services”). Flock will use commercially reasonable efforts to respond to requests for support. Flock will provide Agency with reasonable technical and on-site support and maintenance services (“On-Site Services”) in-person or by email at support@flocksafety.com, at no additional cost. Notwithstanding anything to the contrary, Agency is solely responsible for installation of Falcon Flex products. Agency further understands and agrees that Flock will not provide monitoring services or on-site services for Falcon Flex. 2.11 Special Terms. From time to time, Flock may offer certain special terms related to guarantees, service and support which are indicated in the proposal and on the Order Form and will become part of this Agreement, upon Agency’s prior written consent (“Special Terms”). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control. 2.12 Upgrades to Platform. Flock may, in its sole discretion, make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock’s products or services to its agencies, (b) the competitive strength of, or market for, Flock’s products or services, (c) such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such upgrades are necessary from time to time and will not materially change any terms or conditions within this Agreement. 3. RESTRICTIONS AND RESPONSIBILITIES 3.1 Agency Obligations. Flock will assist Agency Authorized End Users in the creation of a User ID. Agency agrees to provide Flock with accurate, complete, and updated registration information. Agency may not select as its User ID a name that Agency does not have the right to use, or another person’s name with the intent to impersonate that person. Agency may not transfer its account to anyone else without prior written permission of Flock. Agency DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 will not share its account or password with anyone and must protect the security of its account and password. Unless otherwise stated and defined in this Agreement, Agency may not designate Authorized End Users for persons who are not officers, employees, or agents of Agency. Authorized End Users shall only use Agency-issued email addresses for the creation of their User ID. Agency is responsible for any activity associated with its account. Agency shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Agency will, at its own expense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Agency facilities, as well as by means of assistance from Agency personnel to the limited extent any of the foregoing may be reasonably necessary to enable Flock to perform its obligations hereunder, including, without limitation, any obligations with respect to Support Services or any Installation Services. 3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use the Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of video, photo, or audio content. Although Flock has no obligation to monitor Agency ’s use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. 4. CONFIDENTIALITY; AGENCY DATA 4.1 Confidentiality. To the extent allowable by applicable FOIA and state-specific Public Records Acts, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Agency includes non-public data provided by Agency to Flock or collected by Flock via the Flock Hardware or Agency Hardware, to enable the provision of the Services, which includes but is not limited to geolocation information and environmental data collected by sensors . The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event will a Party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Flock’s use of the Proprietary Information may include processing the Proprietary Information to send Agency alerts, or to analyze the data collected to identify motion or other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 Party reasonable prior notice of such disclosure to contest such order. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with a legal process or request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a third party, or the public as required or permitted by law, including respond to an emergency situation. Flock may store deleted Footage in order to comply with certain legal obligations, but such retained Footage will not be retrievable without a valid court order. 4.2 Agency Data. As between Flock and Agency, all right, title and interest in the Agency Data, belong to and are retained solely by Agency. Agency hereby grants to Flock a limited, non-exclusive, royalty-free, worldwide license to (i) use the Agency Data and perform all acts with respect to the Agency Data as may be necessary for Flock to provide the Flock Services to Agency, including without limitation the Support Services set forth in Section 2.10 above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify, display, and distribute the Agency Data as a part of the Aggregated Data, (ii) disclose the Agency Data (both inclusive of any Footage) to enable law enforcement monitoring for elected law enforcement Hotlists as well as provide Footage search access to law enforcement for investigative purposes only, and (iii) and obtain Aggregated Data as set forth below in Section 4.5. As between Agency and Non-Agency End Users that have prescribed access of Footage to Agency, each of Agency and Non-Agency End Users will share all right, title and interest in the Non-Agency End User Data. This Agreement does not by itself make any Non-Agency End User Data the sole property or the Proprietary Information of Agency. Flock will automatically delete Footage older than thirty (30) days. Agency has a thirty (30) day window to view, save and/or transmit Footage to the relevant government agency prior to its deletion. Notwithstanding the foregoing, Flock automatically deletes Wing Replay after seven (7) days, during which time Agency may view, save and/or transmit such data to the relevant government agency prior to deletion. Flock does not own and shall not sell Agency Data. 4.3 Agency Generated Data in Wing Suite. Parties understand that Flock does not own any right, title, or interest to third-party video integrated into the Wing Suite. Flock may provide Agency with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Wing Suite, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Agency. Agency shall retain whatever legally cognizable right, title, and interest that Agency has in Agency Generated Data. Agency understands and acknowledges that Flock has no obligation to monitor or enforce Agency’s intellectual property rights to Agency Generated Data. To the extent legally permissible, Agency grants Flock a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify, display, and distribute the Agency Generated Data for the sole purpose of providing Flock Services. Flock does not own and shall not sell Agency Generated Data. DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 4.4 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing. 4.5 Aggregated Data. Flock shall have the right to collect, analyze, and anonymize Agency Data and Agency Generated Data to create Aggregated Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Agency hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right (during and after the Term hereof) to use and distribute such Aggregated Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, other Flock offerings, and crime prevention efforts. Parties understand that the aforementioned license is required for continuity of Services. No rights or licenses are granted except as expressly set forth herein. Flock does not sell Aggregated Data. 5. PAYMENT OF FEES 5.1. Fees. Agency shall pay the fees as set forth in the Order Form. 5.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent Renewal Terms by providing sixty (60) days’ notice (which may be sent by email) prior to the end of the Initial Term or Renewal Term (as applicable). 5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment for invoices must be received by Flock thirty (30) days after the date of invoice. If Agency is a non-tax-exempt entity, Agency shall be responsible for all applicable taxes associated with Services (for non-tax-exempt reasons). If Agency believes that Flock has billed Agency incorrectly, Agency must contact Flock no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit. Agency acknowledges and agrees that a failure to contact Flock within this sixty (60) day period will serve as a waiver of any claim Agency may have had due to such billing error. 6. TERM AND TERMINATION 6.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form and shall commence at the time outlined in this section below (the “Term”). Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term. DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 a. For Wing Suite products: the Term shall commence upon execution of this Agreement and continue for one (1) year, after which, the Term may be extended by mutual consent of the Parties, unless terminated by either Party. b. For Falcon and Sparrow products: the Term shall commence upon first installation and validation of Flock Hardware. c. For Raven products: the Term shall commence upon first installation and validation of Flock Hardware. d. For Falcon Flex products: the Term shall commence upon execution of this Agreement. e. For Advanced Search products: the Term shall commence upon execution of this Agreement. 6.2 Termination for Convenience. At any time during the agreed upon Term, either Party may terminate this Agreement for convenience. Termination for convenience of the Agreement by the Agency will be effective immediately. Termination for convenience by Agency will result in a one-time removal fee of $500 per Flock Hardware. Termination for convenience by Flock will not result in any removal fees. Upon termination for convenience, a refund will be provided for Flock Hardware, prorated for any fees for the remaining Term length set forth previously. Wing Suite products and Advanced Search are not subject to refund for early termination. Flock will provide advanced written notice and remove all Flock Hardware at Flock’s own convenience, within a commercially reasonable period of time upon termination. Agency’s termination of this Agreement for Flock’s material breach of this Agreement shall not be considered a termination for convenience for the purposes of this Section 6.2. 6.3 Termination. Notwithstanding the termination provisions in Section 2.5.2, in the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period. Either Party may terminate this Agreement, without notice, (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. Upon termination for Flock’s material breach, Flock will refund to Agency a pro-rata portion of the pre-paid fees for Services not received due to such termination. 6.4 No-Fee Term. Flock will provide Agency with complimentary access to Hotlist alerts, as further described in Section 4.2 (“No-Fee Term”). In the event a Non-Agency End User grants Agency access to Footage and/or notifications from a Non-Agency End User, Agency will have access to Non-Agency End User Footage and/or notifications until deletion, subject to a thirty (30) day retention policy for all products except Wing Replay, which is subject to a seven (7) day retention policy. Flock may, in their sole discretion, provide access or immediately terminate the No-Fee Term. The No-Fee Term will survive the Term of this Agreement. Flock, in its sole discretion, can determine to impose a price per No-Fee Term upon thirty (30) days’ notice to Agency. Agency may terminate any No-Fee Term or access to future No-Fee Terms upon thirty (30) days’ notice. DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 6.5 Survival. The following Sections will survive termination: 2.5, 2.6, 3, 4, 5, 6.4, 7.3, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 9.6. 7. REMEDY; WARRANTY AND DISCLAIMER 7.1 Remedy. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Agency must notify Flock’s technical support as described in Section 2.10 above. If Flock is unable to correct the Defect, Flock shall, or shall instruct one of its contractors to repair or replace the Flock Hardware or Embedded Software suffering from the Defect. Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of remedy for a Defect until after it has inspected and tested the affected Flock Hardware provided that such inspection and test shall occur within a commercially reasonable time, but no longer than seven (7) business days after Agency notifies the Flock of a known Defect. In the event of a Defect, Flock will repair or replace the defective Flock Hardware at no additional cost to Agency. Absent a Defect, in the event that Flock Hardware is lost, stolen, or damaged, Agency may request that Flock replace the Flock Hardware at a fee according to the then-current Reinstall policy (https://www.flocksafety.com/reinstall-fee-schedule). Agency shall not be required to replace subsequently lost, damaged or stolen Flock Hardware, however, Agency understands and agrees that functionality, including Footage, will be materially affected due to such subsequently lost, damaged or stolen Flock Hardware and that Flock will have no liability to Agency regarding such affected functionality nor shall the Usage Fee or Implementation Fees owed be impacted. Flock is under no obligation to replace or repair Flock Hardware or Agency Hardware. 7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 if Agency has misused the Flock Hardware, Agency Hardware, or Service in any manner. 7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE EMBEDDED SOFTWARE. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 9.6. 7.5 Insurance. Flock will maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of Flock’s business risk. Certificates of Insurance can be provided upon request. 7.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-Party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, weather conditions or acts of hackers, internet service providers or any other third Party acts or omissions. Force Majeure includes the novel coronavirus Covid-19 pandemic, and the potential spread of variants, which is ongoing as of the date of the execution of this Agreement. 8. LIMITATION OF LIABILITY; NO FEE TERM; INDEMNITY 8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 9.6. 8.2 Additional No-Fee Term Requirements. IN NO EVENT SHALL FLOCK’S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE COMPLIMENTARY NO-FEE TERM AS DESCRIBED IN SECTION 6.4 EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Parties acknowledge and agree that the essential purpose of this Section 8.2 is to allocate the risks under the No-Fee Term described in Section 6.4 and limit potential liability given the aforementioned complimentary service, which would have been substantially higher if Flock were to assume any further liability other than as set forth herein. Flock has relied on these limitations in determining whether to provide the complementary No-Fee Term. The limitations set forth in this Section 8.2 shall not apply to claims or damages resulting from Flock’s other obligations under this Agreement. 8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees. 9. INDEMNIFICATION Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from an alleged violation of Section 3.1, a breach of this Agreement, Agency’s Installation Obligations, Agency’s sharing of any data in connection with the Flock system, Flock employees or agent or Non-Agency End Users, or otherwise from Agency’s use of the Services, Flock Hardware, Agency Hardware and any Embedded Software, including any claim that such actions violate any applicable law or third Party right. Although Flock has no obligation to monitor Agency’s use of the Services, Flock may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of Section 3.1 or this Agreement. 10. MISCELLANEOUS 10.1 Compliance With Laws. The Agency agrees to comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s). In the event Flock is legally compelled to comply with a judicial order, subpoena, or government mandate, to disclose Agency Data or Agency Generated Data, Flock will provide Agency with notice. 10.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. 10.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction. 10.4 Entire Agreement. This Agreement, together with the Order Form(s), the then-current Reinstall policy (https://www.flocksafety.com/reinstall-fee-schedule), Deployment Plan(s), and any attached addenda are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Agency’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail. 10.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Agency does not have any authority of any kind to bind Flock in any respect whatsoever. Flock shall at all times be and act as an independent contractor. 10.6 Governing Law; Venue. This Agreement shall be governed by the laws of the State in which the Agency is located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Agency is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. 10.7 Publicity. Upon prior consent from Agency, Flock has the right to reference and use Agency’s name and trademarks and disclose the nature of the Services provided hereunder in each case in business and development and marketing efforts, including without limitation on Flock’s website. 10.8 Export. Agency may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in Federal Acquisition Regulation (“FAR”), section 2.101, the Services, the Flock Hardware and Documentation are “commercial items” and according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 10.9 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections. 10.10 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing. 10.11 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. FLOCK NOTICES ADDRESS: 1170 HOWELL MILL ROAD, NW SUITE 210 ATLANTA, GA 30318 ATTN: LEGAL DEPARTMENT EMAIL: legal@flocksafety.com AGENCY NOTICES ADDRESS: ADDRESS: /FlockAgencyNoticeAddress1/ ATTN: /FlockAgencyNoticeAttention1/ EMAIL: /FlockAgencyNoticeEmail1/ DocuSign Envelope ID: D55EE770-FC24-40F5-81DD-ABD724F82117 dconboy@edinamn.gov Dan Conboy 4801 W. 50th Street Edina MN 55424 Date: April 18, 2023 Agenda Item #: VI.D. To:Mayor and City Council Item Type: Other From:Alisha McAndrews, Finance Director Item Activity: Subject:Approve 2023 ARPA Grant Agreement Contracts Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve contracts with the organizations and for the amounts indicated below from the City's allocation of the Federal Coronavirus State and Local Fiscal Recovery Funds (SLFRF) program. $300,000 to Edina Education Fund for the Language Essentials for Teachers of Reading and Spelling (LETRS) program $100,000 in additional funding for VEAP to provide rental assistance, and reallocate $66,606.75 from food assistance to rental assistance. INTRODUCTION: The City of Edina received $4.9 million in federal funding through the American Rescue Plan Act (ARPA). The City Council approved the Phase 2 spending plan on December 6, 2022. Attached are the remaining grant agreements for grantees approved in the spending plan. The first subrecipient agreement is a new agreement with the Edina Education Fund to provide $300,000 for the Language Essentials for Teachers of Reading and Spelling (LETRS) training program for teachers in the district. Additionally, there are two amendments to the existing subrecipient agreements with VEAP. The City initially provided round one ARPA funds in the amounts of $100,000 for food assistance and $300,000 for rental assistance. T he need for rental assistance was greater than the need for food assistance, so $66,606.75 of the $100,000 allocation remains. The amendments reduce the food assistance agreement to $33,393.25, the actual amount spent to date. T hen, the rental assistance agreement is amended to increase the award amount to $466,606.75, which reflects the round one award of $300,000, plus the round two award of $100,000, plus the unspent $66,606.75 from the food assistance. ATTACHMENTS: Description Subrecipient Agreement Edina Ed Fund Grant Guidelines Edina Ed Fund VEAP Food Assistance Amendment Agreement VEAP Rental Assistance Amendment Agreement 1 ARPA State and Local Fiscal Recovery Funds SUBRECIPIENT AGREEMENT This ARPA Subrecipient Agreement (“Agreement”) is made this 4th of April, 2023, between the City of Edina, a Minnesota municipal corporation ("CITY"), and Edina Education Fund, a Minnesota nonprofit corporation ("SUBRECIPIENT"). RECITALS A. CITY has been allocated $4,932,493 of federal stimulus funding by the U.S. Department of the Treasury as Coronavirus State and Local Fiscal Recovery Funds under CFDA No. 21.027 (“ARPA Funds”) and Section 603(b) of the Social Security Act, as amended by Section 9901 of the American Rescue Plan Act ("ARPA”) B. CITY has duly established its American Rescue Plan Act State and Local Fiscal Recovery Funds Program (the “Program”) and is bound to follow all guidelines and rules approved by the City Council and published by the U.S. Department of the Treasury regarding ARPA funds (the “ARPA Implementation Plan – Round 2”). C. SUBRECIPIENT participated in a public engagement process and was recommended for funding by City staff and CITY has approved a grant to the SUBRECIPIENT in the maximum principal amount of $300,000.00 (the “Grant”) to pay a portion of the costs of qualifying expenditures under the Grant Guidelines, in connection with SUBRECIPIENT’s school-based Language Essentials for Teachers of Reading and Spelling (LETRS) program located at Edina Public Schools in the City of Edina, Minnesota (the “City”) (the “Grant Activities”). D. The CITY and SUBRECIPIENT acknowledge that there shall be no R&D activities as part of the covered activities provided for in this Grant. E. The CITY and SUBRECIPIENT have negotiated the terms of the Grant, and now desire to memorialize such terms in this Agreement. ACCORDINGLY, to induce CITY to make the Grant to SUBRECIPIENT, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The Grant Amount. Subject to and upon the terms and conditions of this Agreement, the Program Guidelines, and the Grant Guidelines (together, the “Grant Documents”), CITY agrees to grant to SUBRECIPIENT the sum of three hundred thousand and no/100ths Dollars ($300,000.00). Proceeds of the Grant shall be disbursed for the Grant Activities approved pursuant to the Grant Documents in accordance with Section 2 hereof. 2. Disbursement of Grant Proceeds. 2 (a) All Grant proceeds shall be paid to SUBRECIPIENT in accordance with the terms and conditions of the Grant Documents. Notwithstanding anything to the contrary herein, any costs of the Grant Activities exceeding the amount to be reimbursed under this Agreement shall be the sole responsibility of the SUBRECIPIENT. (b) Grant proceeds shall be disbursed to the SUBRECIPIENT quarterly. SUBRECIPIENT must submit proof of eligible expenses in order to be reimbursed. All disbursements are subject to the conditions of this Agreement. The disbursement of proceeds of the Grant will be made subject to all requirements and conditions precedent that exist prior to or as of the date of disbursement: a. The CITY has received from SUBRECIPIENT, without expense to CITY, an executed copy of this Agreement; b. SUBRECIPIENT is in compliance with the terms of the Grant Documents. 3. Representations and Warranties. SUBRECIPIENT represents and warrants to CITY that: (a) SUBRECIPIENT is duly authorized and empowered to execute, deliver, and perform this Agreement and to receive the Grant from CITY. (b) The execution and delivery of this Agreement, and the performance by SUBRECIPIENT of its obligations under the Grant Documents, do not and will not materially violate or conflict with any applicable provision of law and do not and will not materially violate or conflict with, or cause any default or event of default to occur under, any material agreement binding upon SUBRECIPIENT. (c) The execution and delivery of this Agreement has been duly approved by all necessary action of SUBRECIPIENT, and this Agreement has in fact been duly executed and delivered by SUBRECIPIENT and constitutes its lawful and binding obligation, legally enforceable against it. (d) SUBRECIPIENT warrants that it shall keep and maintain books, records, and other documents relating directly to the receipt and disbursements of Grant proceeds and that any duly authorized representative of CITY shall, with reasonable advance notice, have access to and the right to inspect, copy, audit, and examine all such books, records, and other documents of SUBRECIPIENT pertaining to the Grant until the completion of all closeout procedures and the final 3 settlement and conclusion of all issues arising out of this Grant for a minimum of 5 years after all funds have been expended. (e) SUBRECIPIENT warrants that to the best of its knowledge, it has fully complied with all applicable state and federal laws reasonably relevant to this Agreement and will continue to comply with all state and federal statues throughout the terms of this Agreement. If at any time SUBRECIPIENT receives notice of noncompliance from any governmental entity, SUBRECIPIENT agrees to take any necessary action to comply with the state or federal law in question. (f) SUBRECIPIENT warrants that it will use the proceeds of the Grant made by CITY solely for the Grant Activities, and that SUBRECIPIENT shall provide to CITY in writing quarterly reports specifying how the Grant funds have been utilized and provide a final report after all funds have been expended as outlined in the Grant Guidelines. (g) SUBRECIPIENT warrants that it is responsible for ensuring compliance with the following sections in the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards (2 CFR Part 200), as applicable: 2 C.F.R. § 200.303 regarding internal controls, 2 C.F.R. §§200.330 through 200.332 regarding subrecipient monitoring and management, and subpart F regarding Single Audit requirements. (h) SUBRECIPIENT warrants that it is responsible for ensuring that all funds it receives from the CITY pursuant to this agreement are used in a manner that is consistent with the ARPA, as well as any implementing regulations and federal guidance including any amendments, clarifications, or updated thereto that may be issued by the federal government. 4. Event of Default by SUBRECIPIENT. The following shall be Events of Default under this Agreement: (a) failure to complete any part of the Grant Activities by January 19, 2024 unless this date is explicitly extended in writing by the CITY; (b) any representation or warranty made by SUBRECIPIENT herein is false when made; (c) any material breach or failure of SUBRECIPIENT to perform any material term or condition of this Agreement not specifically described as an Event of Default in this Agreement and such breach or failure continues for a period of thirty (30) days after CITY has given written 4 notice to SUBRECIPIENT specifying such default or breach, unless CITY agrees in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, CITY will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by SUBRECIPIENT within the applicable period and is being diligently pursued until the Event of Default is corrected, but no such extension shall be given for an Event of Default that can be cured by the payment of money (i.e., payment of taxes, insurance premiums, or other amounts required to be paid hereunder). 5. CITY's Remedy upon SUBRECIPIENT's Default. Upon an Event of Default by SUBRECIPIENT and after provision by CITY of written notice, CITY shall have the right to suspend or terminate its performance under this Agreement. In addition, SUBRECIPIENT will be ineligible for future grants under the Program. 6. Indemnification. (a) SUBRECIPIENT shall and does hereby agree to indemnify against and to hold CITY, and its officers, agents, and employees, harmless of and from any and all liability, loss, or damage that it may incur under or by reason of this Agreement, and of and from any and all claims and demands whatsoever that may be asserted against CITY by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained herein. (b) This indemnification and hold harmless provision shall survive the execution, delivery, and performance of this Agreement and the payment by CITY of any portion of the Grant. (c) Nothing in this Agreement shall constitute a waiver of or limitation on any immunity from or limitation on liability to which SUBRECIPIENT is entitled under law. 7. Government Data. In accordance with Minnesota Statute Section 13.599, all applications and their contents are private or nonpublic until the applications are opened. Once the applications are opened, the name and address of each applicant and the amount requested is public. All other data in an application is private or nonpublic data until completion of the evaluation process, which is defined by statute as when the CITY has completed negotiating the grant agreement with the selected applicant. After the CITY has completed the evaluation process, all remaining data in the applications is public with the exception of trade secret data as defined and classified in Minn. Stat. § 13.37, Subd. 1(b). A statement by an applicant that the application is 5 copyrighted or otherwise protected does not prevent public access to the application or its contents. (Minn. Stat. § 13.599, subd. 3(a)). If an applicant submits any information in an application that it believes to be trade secret information, as defined by Minnesota Statute Section 13.37, the applicant must: • Clearly mark all trade secret materials in its application at the time it is submitted, • Include a statement attached to its application justifying the trade secret designation for each item, and • Defend any action seeking release of the materials it believes to be trade secret, and indemnify and hold harmless CITY, its agents and employees, from any judgments or damages awarded against the CITY in favor of the party requesting the materials, and any and all costs connected with that defense. • This indemnification survives CITY’s award of a grant agreement. The applicant agrees that this indemnification survives as long as the trade secret materials are in possession of CITY. The CITY will not consider the prices submitted by the responder to be proprietary or trade secret materials. CITY reserves the right to reject a claim that any particular information in an application is trade secret information if it determines the applicant has not met the burden of establishing that the information constitutes a trade secret. CITY will not consider the budgets submitted by applicants to be proprietary or trade secret materials. Use of generic trade secret language encompassing substantial portions of the application or simple assertions of trade secret without substantial explanation of the basis for that designation will be insufficient to warrant a trade secret designation. If a grant is awarded to an applicant, CITY may use or disclose the trade secret data to the extent provided by law. Any decision by the CITY to disclose information determined to be trade secret information will be made consistent with the Minnesota Government Data Practices Act (Minnesota Statutes chapter 13) and other relevant laws and regulations. If certain information is found to constitute trade secret information, the remainder of the application will become public; in the event a data request is received for application information, only the trade secret data will be removed and remain nonpublic. 8. Miscellaneous. (a) Waiver. The performance or observance of any promise or condition set forth in this Agreement may be waived, amended, or modified only by a writing signed by SUBRECIPIENT and CITY. No delay in the exercise of any power, right, or remedy operates as a waiver thereof, nor shall any single or partial exercise of any other power, right, or remedy. 6 (b) Assignment. This Agreement shall be binding upon the parties, their successors and assigns. All rights and powers specifically conferred upon CITY may be transferred or delegated by CITY to any of its successors and assigns. SUBRECIPIENT's rights and obligations under this Agreement may be assigned only when such assignment is approved in writing by CITY; except that if such assignment is made to an affiliate or subsidiary of SUBRECIPIENT, SUBRECIPIENT may assign any of its rights or obligations to such affiliate or subsidiary upon written notice to the CITY. (c) Governing Law. This Agreement is made and shall be governed in all respects by the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. (d) Severability. If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other provisions or applications that can be given effect, and this Agreement shall be construed as if the unlawful or unenforceable provision or application had never been contained herein or prescribed hereby. (e) Notice. All notices required hereunder shall be given by depositing in the U.S. mail, postage prepaid, certified mail, return receipt requested, to the following addresses (or such other addresses as either party may notify the other): To CITY: Edina City Hall 4801 West 50th Street Edina, MN 55424 Copy to: City Attorney Campbell Knutson, P.A. 860 Blue Gentian Road, Suite 290 Eagan, MN 55121 To SUBRECIPIENT: Edina Education Fund Attn: Kathy Rendleman 5701 Normandale Road Edina, MN 55424 7 (f) Termination. This Agreement shall terminate when all obligations have been satisfactorily fulfilled, including the CITY’s receipt of SUBRECIPIENT’s written report on SUBRECIPIENT’s expenditure of Grant proceeds as described in paragraph 3(f) of this Agreement. Notwithstanding the foregoing, the following provisions shall survive the expiration or cancellation of this Agreement: Governing Law, Government Data, paragraph 3(d) relating to records management and audits, and Indemnification. (g) Independent Contractor. Nothing is intended nor should be construed as creating or establishing the relationship of a partnership or a joint venture between the parties or as constituting SUBRECIPIENT as the agent, representative, or employee of the CITY for any purpose. SUBRECIPIENT is and shall remain an independent contractor under this Agreement. (h) Nondiscrimination. SUBRECIPIENT shall not exclude any person from full employment rights nor prohibit participation in or the benefits of any program, service or activity on the grounds of any protected status or class including but not limited to race, color, creed, religion, age, sex, disability, marital status, sexual orientation, public assistance status, or national origin. No person who is protected by applicable federal or state laws against discrimination shall be subjected to discrimination. (i) Entire Agreement. This Agreement, together with the Grant Documents, which are incorporated by reference, constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to this Agreement, superseding all prior or contemporaneous proposals, communications, and understandings, whether oral or written, concerning the Grant. (j) Headings. The headings appearing at the beginning of the several sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used in the construction and interpretation of this Agreement. [Signature pages follow.] 8 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the proper officers thereunto duly authorized on the day and year first written above. CITY OF EDINA By: _________________________________ [SIGNATURE PAGE TO GRANT AGREEMENT – CITY] 9 SUBRECIPIENT: Edina Education Fund By: _____________________________ _ Title: _Executive Director________________ [SIGNATURE PAGE TO GRANT AGREEMENT – SUBRECIPIENT] City of Edina American Rescue Plan Act: State and Local Fiscal Recovery Funds Round 2 (2023) Heal Together Initiative/Edina Education Fund 1 GRANT PROGRAM GUIDELINES Category: Mental Health More and more research suggests that students who are not confident readers will have a higher occurrence of mental health and behavior issues. Just as our work as adults directly affects our mental health, so does the work of our children. If a child struggles to read, their mental health declines and if a child has failing mental health, they will likely struggle to learn. We have made significant improvements in our district’s mental health offerings. The next step in this journey is to provide our teachers with the training needed to address our student’s literacy education. The COVID-19 pandemic took a toll on all of us. The isolation that our youngest learners braved, not only kept them from peer social interactions but also adversely affected their literacy development. Now more than ever, it is crucial that we provide our students with foundational literacy instruction that meets each learner where they are in their journey and provides each student what they need to reach their full potential. Our teachers need our support to provide the professional development required to reach our youngest learners and also the time to do so without taking a further toll on their own mental health. Goals: Train all kindergarten through second grade teachers in LETRS Units 1-4 by December 31, 2024. (Units 5-8 for kindergarten through second grade teachers in addition to all LETRS Units for teachers in third through fifth grade will be funded once initial training is complete.) Edina Public Schools will be funding training and resources for new staff as they enter the EPS system, all additional timecard pay for teachers opting to complete training outside of the standard work day, and additional facilitators programming to further enhance our ongoing district support (estimated at $500,000 for the first round of training). Program Title: LETRS – Language Essentials for Teachers of Reading and Spelling Organization: Edina Education Fund, 5701 Normandale Road, Edina MN 55424 Organization Contact: Kathy Rendleman, Executive Director, 952-848-4900 kathy.rendleman@edinaschools.org Organization Type: Nonprofit Corporation / MN Registered/Active/In good standing Organization ID Number: 41-1991929 Designation: Sub-recipient Award Program: Reimbursable Grant Agreement Award Amount: up to $300,000 Award Performance Period: January 1, 2023 – January 19, 2024 Award Budget Period: January 1, 2023 – December 31, 2023* City of Edina American Rescue Plan Act: State and Local Fiscal Recovery Funds Round 2 (2023) Heal Together Initiative/Edina Education Fund 2 *The City will reimburse for eligible LETRS program expenses incurred by Edina Ed Fund between October 2022 and December 2023. Program Description: LETRS (Language Essentials for Teachers of Reading and Spelling) Suite is professional learning that provides educators and administrators with deep knowledge to be literacy and language experts in the science of reading. LETRS is designed to work with literacy teaching tools already in place at Edina Public Schools. For more information on LETRS, please view these two short videos: What is LETRS and Why LETRS. Terms: Eligible Uses. Staff professional development and costs associated with administering LETRS professional development, substitute time for teachers to participate in professional development and tutoring needs for students. 1. Reporting Requirements. a. Quarterly Reimbursement Requests are required and should be submitted on the following schedule: Budget Period: Report/Reimbursement Request Due: January 1, 2023 – March 31, 2023 April 14, 2023 April 1, 2023 – June 30, 2023 July 14, 2023 July 1, 2023 – September 30, 2023 October 13, 2023 October 1, 2023 – December 31, 2023 January 19, 2024 i. Information required to be submitted as part of the Quarterly Reimbursement Request includes: 1. Narrative of activities performed during program period; 2. Expense report detailing expenses eligible for reimbursement from the program period, date, and total amount; 3. Number of participants receiving training. 4. Aggregate racial and demographic information of students benefiting from the LETRS literacy teaching tools participants receiving direct services: a. Racial demographics (Asian or Asian Indian; White; Black or African American; Pacific Islander or Native Hawaiian; Native American or Alaskan Native) City of Edina American Rescue Plan Act: State and Local Fiscal Recovery Funds Round 2 (2023) Heal Together Initiative/Edina Education Fund 3 b. Spanish/Hispanic/Latino or non- Spanish/Hispanic/Latino c. Age Group (under 18, 18-24, 25-34, 35-44, 45-54, 55- 64, 65-74, and 74+) d. Primary language spoken at home e. Rent vs own^ ii. If all funds have been expended and reported in Quarterly Reimbursement Requests, any future quarterly reports through the end of the performance period shall not be required. b. A Final Report is required and should be submitted after all funds have been expended and no later than January 19, 2024. i. Information required to be submitted includes: 1. Summary of all quarterly reported information detailed above in aggregate including an expense report showing how funds have been used by December 31, 2023 (or date funding was exhausted). 2. Number of Teachers trained, and number of students impacted due to this training, in LETRS and Units completed by December 2023 (or date funding was exhausted). c. Submissions. Report should be submitted via email to AMcAndrews@edinamn.gov, JHelget@edinamn.gov, and SHawkinson@EdinaMN.gov. 2. Fund Disbursement. Once the Edina Education Fund has submitted a required report to the City of Edina, City staff shall review the reports and approve reimbursements for eligible expenses. The grant reimbursements will be sent via check directly to the address listed above 3. Program Compliance and Internal Controls. As a subrecipient of Federal Coronavirus State and Local Fiscal Recovery Funds (SLFRF) from the City of Edina, the Edina Education Fund is responsible for any and all compliance requirements and reporting for the use of SLFRF funds and shall work with the City of Edina to ensure compliance will all statutes. All grant program reporting requirements shall be submitted directly to the City of Edina. The City shall submit all federally required reports directly to the Department of Treasury relating to this grant program. 4. Program Acceptance. Both the City of Edina and the Edina Education Fund shall sign a Grant Agreement as the formal acceptance of the grant program and acceptance of SLFRF funding. City of Edina American Rescue Plan Act: State and Local Fiscal Recovery Funds Round 2 (2023) Heal Together Initiative/Edina Education Fund 4 References: *Qualified students are those individuals that meet the following criteria: ALL STUDENTS City of Edina American Rescue Plan Act: State and Local Fiscal Recovery Funds Round 2 (2023) Heal Together Initiative/Edina Education Fund 5 EXPENSE REPORT Budget Period: ___________, 202__-__________, 202__ Regular Operating Expense Detail Expenditures Salaries/Benefits Occupancy Professional Fees/Contracted Services Program/Office Materials Marketing/Printing Professional Development Supplies Other: (list) Other: (list) Other: (list) COVID Related Expense Detail (list) (list) (list) List) TOTAL EXPENSES $ 1 ARPA State and Local Fiscal Recovery Funds SUBRECIPIENT AGREEMENT FIRST AMENDMENT The Agreement made the 15th day of February, 2022, between the City of Edina, a Minnesota municipal corporation ("CITY"), and VEAP, Inc., a Minnesota nonprofit corporation ("SUBRECIPIENT") is hereby amended. Effective January 1, 2023 the following shall hearby read: Recital C. SUBRECIPIENT participated in a public engagement process and was recommended for funding by City staff and CITY has approved a grant to the SUBRECIPIENT in the maximum principal amount of $33,393.25 (the “Grant”) to pay a portion of the costs of qualifying expenditures under the Grant Guidelines, in connection with SUBRECIPIENT’s support for residents experiencing food insecurity in the City of Edina, Minnesota (the “City”) (the “Grant Activities”). 1. The Grant Amount. Subject to and upon the terms and conditions of this Agreement, the ARPA Implementation Plan – Round 1, and the Grant Guidelines (together, the “Grant Documents”), CITY agrees to grant to SUBRECIPIENT the sum of thirty-three thousand three hundred ninety three and 25/100ths Dollars ($33,393.25). Proceeds of the Grant shall be disbursed for the Grant Activities approved pursuant to the Grant Documents in accordance with Section 2 hereof. All other sections of the Agreement shall remain as written in the Original Agreement. Dated: _________________________________________ CITY OF EDINA By: _________________________________ SUBRECIPIENT: VEAP, Inc. By: _________________________________ Title: ___________________________ 1 ARPA State and Local Fiscal Recovery Funds SUBRECIPIENT AGREEMENT FIRST AMENDMENT The Agreement made the 15th day of February, 2022, between the City of Edina, a Minnesota municipal corporation ("CITY"), and VEAP, Inc., a Minnesota nonprofit corporation ("SUBRECIPIENT") is hereby amended. Effective January 1, 2023 the following shall hearby read: Recital C. SUBRECIPIENT participated in a public engagement process and was recommended for funding by City staff and CITY has approved a grant to the SUBRECIPIENT in the maximum principal amount of $466,606.75 (the “Grant”) to pay a portion of the costs of qualifying expenditures under the Grant Guidelines, in connection with SUBRECIPIENT’s support for residents experiencing housing insecurity in the City of Edina, Minnesota (the “City”) (the “Grant Activities”). 1. The Grant Amount. Subject to and upon the terms and conditions of this Agreement, the ARPA Implementation Plan – Round 1, and the Grant Guidelines (together, the “Grant Documents”), CITY agrees to grant to SUBRECIPIENT the sum of five hundred sixteen thousand six hundred six and 75/100ths Dollars ($466,606.75). Proceeds of the Grant shall be disbursed for the Grant Activities approved pursuant to the Grant Documents in accordance with Section 2 hereof. 4. Event of Default by SUBRECIPIENT. The following shall be events of Default under this Agreement: (a) Failure to complete any part of the Grant Activities by January 20, 2024, unless this date is explicitly extended in writing by the CITY; All other sections of the Agreement shall remain as written in the Original Agreement. Dated: _________________________________________ CITY OF EDINA By: _________________________________ 2 SUBRECIPIENT: VEAP, Inc. By: _________________________________ Title: ___________________________ Date: April 18, 2023 Agenda Item #: VI.E. To:Mayor and City Council Item Type: Report / Recommendation From:Grace Hancock, Sustainability Manager Item Activity: Subject:Approve Public Participation Plan for Carryout Bag Ordinance Proposal Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve Public Participation Plan for carryout bag ordinance proposal. INTRODUCTION: At its February 7, 2023, meeting, the City Council received a report from the EEC, recommending that "the City require that merchants charge a $.05 fee to customers for carryout bags." City Council has directed staff to draft an ordinance proposal to require that merchants charge a fee to customers for all carryout bags. Customers would pay a fee for any plastic, paper, compostable or reusable bags received when making a purchase. Staff are seeking public feedback to inform this ordinance proposal. T he proposed ordinance seeks to: Require that merchants charge $0.05 for all carryout bags Fee is kept by retailer, used at their discretion To assess ordinance effectiveness, businesses report annually to the City: number and type of bags purchased and distributed to customers, and fee amount collected. The Public Participation P lan describes the decision to be made, stakeholders and roles, schedule, and participation level. T he implementation team includes City Sustainability and Communications staff, an external consultant, and the EEC - including the Carryout Bag Working Group. Public input will be received and analyzed over an 8-week period, after which an ordinance proposal will be presented to City Council for consideration. ATTACHMENTS: Description Public Participation Plan: Carryout Bag ordinance propoasl PUBLIC PARTICIPATION PLAN I CARRYOUT BAG FEE ORDINANCE PROPOSAL I CITY OF EDINA 1 PUBLIC PARTICIPATION PLAN CARRYOUT BAG ORDINANCE PROPOSAL DATE: April 18, 2023 PREPARED BY: Grace Hancock, Sustainability Manager PROJECT TIMELINE: April –June, 2023 PLAN DECISION TO BE MADE - Should City Council approve a new ordinance to regulate carryout bags, if it helps Edina meet certain community goals? - How should carryout bags (plastic, paper, compostable or reusable bags received by customers at the point-of-sale) be regulated in Edina? TIMELINE - City Council receives Report & Recommendation from EEC – Feb, 2023 - City Council directs staff to draft an ordinance, with public input, and present to Council – Feb, 2023 - Staff launches public input plan with consultant – April, 2023 - Staff drafts ordinance based on public input – June, 2023 - Council receives ordinance recommendation from staff – June-July, 2023 - Council decision – July, 2023 PARTICIPATON LEVEL The Public Participation Plan will interact with community members at the “Consult” level. CONSULT - Goal: Provide public education and obtain public feedback on ordinance proposal. - Promise: We will keep you informed, listen to and acknowledge concerns and provide feedback on how public input influenced the decision. STAKEHOLDERS - Residents (residents can provide input on the challenges of implementation, and provide creative ideas of how to address - Business owners and workers (business owners can inform bag fee level, implementation timing, PUBLIC PARTICIPATION PLAN I CARRYOUT BAG FEE ORDINANCE PROPOSAL I CITY OF EDINA 2 challenges. They can also inform how robust an ordinance the City proposes) - City Council can provide information on what is needed for them to implement) - Staff (determining enforcement recommendation) IN SCOPE (WHAT WE KNOW) Council received a report and recommendation from EEC that the City should regulate all carryout bags, via a bag fee at the point of sale. Council directed staff to draft an ordinance and gather public input before presenting an ordinance to Council later in 2023. OUT OF SCOPE 1. Banning carryout bags (MN state statute does not allow plastic bag bans) 2. Not regulating carryout bags (Council directed staff to write an ordinance that regulates carryout bags) PUBLIC PARTICIPATION Gathering a multitude of ideas from community members that are from different age ranges, backgrounds and other characteristic demographics to get a pulse of what the needs are from their perspectives. OVERALL OBJECTIVES - Understand existing conditions in Edina. How many bags do businesses already use, why type, where are they sourced from and how much do they cost businesses? - Understand what is needed by businesses to implement a regulation like this: i.e. what training, software, cost would this require? - Understand the public’s support or opposition to such an ordinance - Educate the public on carryout bag environment impact TECHNIQUES – PUBLIC – SHARE INFORMATION & COLLECT AND COMPILE INPUT CONSULT Public Input Plan – Edina staff will partner with consultant to accomplish the following: 1. Better Together Edina Project Page April 21 – May 1 Tools: Feedback Survey, Q & A, Project Updates 2. Online Surveys: Resident and Business versions (2) 10-minute survey Open April 21 – May 12, 2023 3. Virtual Roundtables Three, one in the morning, noon and evening. Roundtables help weeks of April 24, May 1 and May 8 Questions asked at roundtable will mirror survey questions 4. Business interviews Conduct 30-minute phone interviews with 20 businesses across Edina, choosing participants who represent a variety of business types, sizes and longevity in Edina. PUBLIC PARTICIPATION PLAN I CARRYOUT BAG FEE ORDINANCE PROPOSAL I CITY OF EDINA 3 INVOLVE EEC Working Group responsibility: EEC workplan item: Partner with City staff to implement an awareness and outreach plan to inform residents and businesses of merchant bag fee requirement. Gather stakeholder input in early 2023 to inform ordinance development, once passed the EEC will contribute to a promotional campaign to raise awareness and support businesses to integrate the new requirement ahead of 2024 effective date. 1. Provide input on questions to be asked of businesses, workers and residents during public input plan. 2. Receive public input report and provide comment 3. Receive ordinance proposal drafted by staff and provide comment 4. Research education and outreach examples from other communities, to inform outreach and education campaign if Council approves an ordinance. 5. Support campaign implementation, as needed. INITIAL STAKEHOLDER QUESTIONS TO GUIDE OUTREACH IF BUSINESS a) Establish baseline conditions: 1) What is the name of the Edina business you are affiliated with? 2) What kind, and how many, carryout bags does your business typically provide to customers on a monthly basis? 3) Does your business offer carryout bags made of other materials to customers? 4) Does your business use more bags than indicated above during the holiday months (November- December)? 5) Where do you purchase your business's carryout bags? Is it from a MN source or elsewhere? 6) What was your average per bag cost in 2022? 7) Do you offer bag recycling on site? 8) Is your business currently involved in any regular environmental activities? b) Gather input: 1) Have you had any experience with this kind of requirement in other communities? 2) What is hardest to comply with and what is easy about this proposed requirement? a. Employee training b. Systems update c. Cost d. Ability to track/report e. Customer response 3) What do you want to see from the city, to help smooth conversation with customers? a. i.e. signage provision and guidance b. what else? 4) Continued monitoring: what information would be most useful for you to track on a regular basis, to see how this new requirement affects your business? a. Examples: fee revenue, where you decide to use it, # of bags purchased and distributed annually. 5) How do you prefer to learn about and stay in-the-know about such policies and their associated processes? a. Annual update meeting/training b. City e-newsletters PUBLIC PARTICIPATION PLAN I CARRYOUT BAG FEE ORDINANCE PROPOSAL I CITY OF EDINA 4 c. Through a business group like a BID, Chamber of Commerce or Rotary d. Other 6) Would you like to be able to offer customers a discount of $0.05 if they bring their own bag? 7) Should this be required or voluntary? 8) Are you in favor? Yes/no. a. Why? 9) Open comment IF RESIDENT 1) What kind, and how many carryout bags do you estimate you in a week or month? What kind? 2) How often do you reuse carryout bags, if at all? i.e. plastic bags for trash liners, paper bags for recycling, etc. 3) Do you use reusable bags? For what kind of trips? 4) What bag fee level would stop you from purchasing a carryout bag? $0.01, $0.05, $0.10, $0.25 or $1.00? 5) How else could the City accomplish its goal of reducing waste in Edina? 6) Are you in favor of requiring that paper bags be certified as coming from sustainable sources? Like FSC. Date: April 18, 2023 Agenda Item #: VI.F. To:Mayor and City Council Item Type: Request For Purchase From:Grace Hancock, Sustainability Manager Item Activity: Subject:Request for Purchase: To Enroll the City in Xcel's Energy Fleet Electrification Advisory Program Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve Request for Purchase to enroll City of Edina in Xcel Energy’s Fleet Electrification Advisory Program for $90,000. INTRODUCTION: Xcel Energy offers a reimbursable Fleet Electrification Advisory Program (FEAP), that studies municipal fleets and provides guidance on fleet electrification opportunity with electric vehicle infrastructure recommendations. Edina can enroll 220 vehicles of its fleet in this 12-month study to identify a path to achieve its Climate Action Goals of electrifying all light-duty fleet vehicles by 2030, and all medium and heavy-duty fleet vehicles by 2040. The full $90,000 is reimbursed back to the City after study completion. ATTACHMENTS: Description Staff Report Request for Purchase: Xcel FEAP participation Program Summary: FEAP FEAP EV Customer Agreement April 18, 2023 Mayor and City Council Grace Hancock, Sustainability Manager Approve request for purchase to enroll City of Edina in Xcel Energy’s Fleet Electrification Advisory Program Information / Background: Xcel Energy offers a reimbursable fleet electrification study program. The program gathers data on fleet vehicle use via a telematics device system and uses this data to recommend a vehicle replacement and fueling plan to meet electrification goals. The City will enroll ~220 vehicles in this 12-month fleet study; City fleet staff will install the telematics devices on participating vehicles and have the opportunity to monitor incoming data throughout the study duration. The study will include all vehicles classes in all departments except for the police department. The police department’s fleet is all light duty, and are already testing two electric vehicles with the expectation to order more this year. Given the high number of light-duty EVs on the market and the police department’s existing practice of ordering EVs when possible, there is a lower need to study this department at this time. There is no net cost to the City; Edina will contract with Xcel Energy for an estimated cost of $90,000 to rent Telematics devices, gather data on 220 vehicles, analyze data and provide an actionable report of findings. The City will receive reimbursement from Xcel upon study completion. The City participated in a 2019 fleet study at no cost, which reviewed a small, selected sample of light duty vehicles for electrification potential and resulted in the first draft of Edina’s Green Fleet Policy. With the passage of the Climate Action Plan and dynamic conditions in the EV market, it’s important to perform a more robust and comprehensive fleet study that includes actionable next steps to reach Edina’s electrification goals. Study Goals and Metrics of Success: The goals of this study are to: Understand what vehicles and equipment can be electrified when, especially medium and heavy-duty vehicles Understand EV charging infrastructure needs by site and vehicle fleet Develop a draft fleet electrification strategy and timeline, informed by this study to meet 2030 (light duty) and med.-heavy duty (2040) fleet electrification goals. STAFF REPORT Page 2 The detailed outcomes of the study should include: A study of all vehicle classes (Class 1-8) Total cost of ownership comparisons for different fuel types Make and Model recommendations A path to prioritize EV replacements based on maximum savings and least operational impact Recommendations to right-size fleet quantity in department or division, if needed installation guidance for EV support infrastructure with details on type, location, timeline and Xcel resources available to implement. Action Requested: Approve request for purchase to enroll City of Edina in Xcel Energy’s Fleet Electrification Advisory Program. Request for Purchase Requisition Number 1 CITY OF EDINA 4801 W 50th St., Edina, MN 55424 www.EdinaMN.gov | 952-927-8861 12300045 Department: Engineering Buyer: Grace Hancock Date: 04/06/2023 Requisition Description: Xcel Energy Fleet Electrification Advisory Program (FEAP) study Vendor: Xcel Energy Cost: $90,000.00 REPLACEMENT or NEW: NEW - NEW PURCHASE SOURCE: SERVIC K - SERVICE CONTRACT DESCRIPTION: Fleet electrification study and report BUDGET IMPACT: CAS Fund, 12-month program reimbursable from Xcel Energy ENVIRONMENTAL IMPACT: Study will inform fleet electrification reducing transportation emissions Environmental Impact - item specific: Vehicle - Make/Model/Year requested vehicle:N/A Vehicle - Make/Model/Year current vehicle (if replacement): N/A Vehicle - Does purchase meet Green Fleet Recommendations? YES - YES Vehicle - If does not meet Green Fleet Recommendations, justification: - MPG:N/A Carbon Emissions:N/A COMMUNITY IMPACT:Supports Sustainability GHG Goals INFORMATION SHEET COLORADO | MINNESOTAFLEET ELECTRIFICATION ADVISORY SERVICES INCREASE ROI AND MEET SUSTAINABILITY GOALS BY ELECTRIFYING YOUR FLEET WITH OUR SERVICES Finding innovative ways to manage costs, meet sustainability goals, optimize time and streamline maintenance schedules are priorities for vehicle fleet operations. By electrifying your fleet to meet those goals, we’ll work closely with you to save time and money throughout your journey. Our Fleet Electrification Advisory Program (FEAP) includes free services to help you determine if electrifying your fleet is the best path by providing robust advisory services through the infrastructure development and electric vehicle procurement process. There are several factors that go into an electric fleet, and by teaming up with us, you’ll have access to our extensive knowledge and field-tested examples to guide your path to managing costs and efficiencies. SUPPORT IN EVERY STAGE Stage 1 Data Acquisition Stage 2 Data Evaluation Stage 3 Infrastructure Design Stage 4 Manage Energy Free, data-driven fleet assessment beginning with the installation of telematics devices to determine if an electric fleet meets your goals. Analysis and advisory services of previously collected data to compare differences in current and previous fleet operations. To design a make-ready infrastructure you can grow into, we will guide your planning--from cost estimates to infrastructure design. We will guide you toward additional programs and pricing options and continue to be your energy advisor throughout your facilities. Free, data-driven fleet assessment services When assessing your fleet vehicles to determine if an electric fleet is the best solution, we’ve teamed up with a fleet analytics provider, Sawatch Labs, to provide these value-added services: • Installed telematic tracking devices in fleet vehicles. • Real-time data at your fingertips through an online dashboard with downloadable summary reports. • A comprehensive analysis report with tracking results, vehicle prices, available models, electric pricing, lifetime fuel and maintenance costs and more. • Advisory roundtable discussions with your team, Sawatch Labs and Xcel Energy advisors to review your data to determine: – How your existing fleet vehicles compare against available electric models in the same class and scored for suitability. – The best EV model match to meet your goals. – Optimal charging locations and configuration based on parking patterns. – Next steps to designing your charging infrastructure. INFORMATION SHEET Business Solutions Center 855-839-8862 xcelenergy.com | © 2021 Xcel Energy Inc. | Xcel Energy is a registered trademark of Xcel Energy Inc. | 21-06-407 COLORADO | MINNESOTAFLEET ELECTRIFICATION ADVISORY SERVICES • Continued support from your Xcel Energy advisors with an array of additional services that may include make-ready infrastructure, installation of charging stations, a rate plan and electric hook up. Eligibility requirements • You are an Xcel Energy electric customer where the vehicles currently reside. • Your existing fleet includes five or more light-duty vehicles that are owned by a public or private organization and used for commercial work or for distributing services or products. • Your plans include procuring EVs and installing a charging infrastructure within the next year. • You agree to install telematics equipment and share assessment data for collaboration with Xcel Energy’s team to find a customized solution. Steps to get started 1. Visit xcelenergy.com/CommercialEVs and complete our intake form. 2. We will provide you with an application and terms and conditions to complete and return. 3. Once we receive your application, we will notify you of the status of your application within 10 business days. 4. To finalize your program enrollment, our assessment provider, Sawatch Labs, will contact you to kick off the discovery meeting and discuss next steps. We’re here to help xcelenergy.com/CommercialEVs • ElectricVehicles@xcelenergy.com 800-895-4999. Page 1 of 3 22-06-536 Colorado | Minnesota | New Mexico | Wisconsin Fleet Electrification Advisory Program Customer Agreement Xcel Energy offers the Fleet Electrification Advisor Program (the “Program”) for Xcel Energy electric customers who operate a Fleet of internal combustion powered vehicles. In exchange for the Customer’s participation in the Program, Xcel Energy will provide the participating Customer a rebate to reimburse the participating Customer amounts paid to the Authorized Advisory Services Provider for Authorized Advisory Services. The Customer’s participation in the Program and the payment of the Rebate is subject to and provided in accordance with the following Fleet Electrification Advisory Program Terms and Conditions (the “Terms”). 1. Program Definitions. The following definitions apply to these Terms: 1.1 “Authorized Advisory Service Provider” means the third party service provider that has been identified and authorized by Xcel Energy to provide Advisory Services to the Customer. 1.2 “Advisory Services” means the Fleet electrification advisory services Customer procures from the Authorized Advisory Service Provider under a separate agreement. 1.3 “Authorized Advisory Services” means Advisory Services which have been approved by Xcel Energy in advance and for which Customer is eligible to receive a Rebate under these Terms. 1.4 “Customer” means a non-residential customer of Xcel Energy who: (i) is located in an Xcel Energy electrical service territory, (ii) meets the eligibility requirements set forth in these Program Terms, (iii) has submitted a Program Application and (iv) has been selected by Xcel Energy to participate in the Program (such selection will be made in Xcel Energy’s sole discretion). 1.5 “Fleet” means five or more vehicles that are: (i) owned by a public or private entity, (ii) centrally located and (iii) used to provide or distribute the Customer’s products or services. 1.6 “Program” means Xcel Energy’s Fleet Electrification Advisory Program, under which Xcel Energy provides participating Xcel Energy customers a Rebate to support such Customer’s efforts to assess the feasibility of EV acquisition and EV service equipment for the Customer’s Fleet applications. 1.7 “Program Application” means the application to participate in Program, which can be located at xcelenergy.com/CommercialEVs. 1.8 “Rebate” has the meaning set forth in Section 3 of these Terms. 1.9 “Xcel Energy” means: (i) Northern States Power Company, a Minnesota corporation doing business as Xcel Energy (“NSPM”) if Customer is located in NSPM’s electric service territory; (ii) Northern States Power Company, a Wisconsin corporation doing business as Xcel Energy (“NSPW”) if Customer is located in NSPW’s electric service territory; (iii) Public Service Company of Colorado, a Colorado corporation doing business as Xcel Energy (“PSCo”) if Customer is located in PSCo’s electric service territory; or (iv) Southwestern Public Service Company (“SPS”) if Customer is located in SPS’s electric service territory. 2. Program Requirements. To be eligible to participate in the Program and for Customer to qualify for a Rebate, Customer must meet and continue to meet at all times the requirements set forth in this section (“Program Requirements”). Failure to meet any of the Program Requirements at any time will void any Rebate and Xcel Energy may immediately terminate the Customer’s participation in the program. The Program Requirements are as follows: 2.1 Customer must qualify as an Xcel Energy non-residential customer located in an Xcel Energy service territory; 2.2 Customer must complete a Program Application, and be selected by Xcel Energy to participate in the Program (Participation in the Program will be determined by Xcel Energy, in its sole discretion); 2.3 Customer must obtain Authorized Advisory Services for a Fleet located in Xcel Energy’s service territory; 2.4 All Fleet sites for which Customer obtains Authorized Advisory Services must be serviced by Xcel Energy; 2.5 Customer will obtain Authorized Advisory Services only through Xcel Energy’s Authorized Advisory Service Provider. 2.6 Customer will identify and appoint the appropriate internal and external stakeholders to support its participation in the Program, provided, however, Customer shall at a minimum, appoint the following stakeholders as active participants in the Program: Fleet Managers, Agency leads responsible for Fleet budget decisions, procurement of vehicles, sustainability, facilities managers at potential charging locations, other key leadership/subject matter experts and decision- makers. Customer’s Xcel Energy Account Managers must receive a copy of deliverables produced as a result of the Authorized Advisory Services and be made aware of the Rebate delivery. 2.7 If the Authorized Advisory Services will require Customer to obtain telematics software and/or hardware (e.g. GeoTab), Customer must agree to work directly with the Authorized Advisory Service Provider to obtain the necessary software and/or hardware. 2.8 Customer shall consent to receiving communications from Xcel Energy relating to the Program in electronic form sent to Customer’s email address provided on the Program Application. 2.9 Customer shall provide accurate and complete information as part of its participation in the Program. Xcel Energy is not responsible for any harm or inaccuracies caused by Customer or any of its representatives’ misstatements, misrepresentations or failure to provide accurate and complete information. 3. Rebate. In exchange for Customer’s participation in the Program and provided Customer has met and continues to meet the Program Requirements and is otherwise in compliance with these Terms, Xcel Energy will provide Customer a rebate in the amount paid by Customer for the Authorized Advisory Services (“Rebate”). The Rebate is subject to the following: 3.1 All Authorized Advisory Services and amounts to be reimbursed through the Rebate must be preapproved by Xcel Energy before Customer engages the Authorized Advisory Service Provider to perform Authorized Advisory Services. In no event will the Rebate exceed the actual preapproved amounts paid to the Authorized Advisory Service Provider for Authorized Advisory Services. 3.2 The Rebate may only be claimed upon completion of the Authorized Advisory Services. 3.3 Customer shall provide to Xcel Energy a completed Rebate application (in a form to be provided by Xcel Energy) which shall include a copy of a dated invoice or invoices, date of receipt of Authorized Advisory Services, and the account holder name and mailing address. Page 2 of 3 22-06-536 Fleet Electrification Advisory Program Customer Agreement Colorado | Minnesota | New Mexico | Wisconsin Customer’s failure to provide all required information and a dated sales receipt or invoice will result in a rejected Rebate application. All information on the receipt or invoice must match the information on the Rebate application or the Rebate application will be rejected. 3.4 Xcel Energy will issue the Rebate in the form of a payment to Customer, and not utility bill credits. Only one Rebate will be issued per qualifying Fleet. Customer should allow at least six weeks after submission of Customer’s Rebate application for Customer’s payment to be issued. Xcel Energy reserves the right to refuse payment of any Rebate and participation by Customer in the Program if Customer violates or otherwise breaches these Program Terms. If Customer participates in the Program, Customer is not eligible to receive a rebate for fleet and infrastructure assessments under a different Xcel Energy program. 4. Information Sharing. As part of the Authorized Advisory Services provided by the Authorized Advisory Service Provider, Customer understands that it may be necessary for Xcel Energy to share Customer’s electricity rate data and relevant information regarding the infrastructure located at or serving the Customer Fleet location with the Authorized Advisory Service Provider. Additionally, as part of the Program, Customer understands that the Authorized Advisory Service Provider will share aggregated data collected and used for the Authorized Advisory Services assessment, recommendations received from the assessment, key decisions made by internal Customer stakeholders and all procurement documentation that are used for EV procurement and/or infrastructure projects, including but not limited to the Fleet EV recommendation (number, model, procurement year of vehicles), charging needs and location, EV adoption count, and electric miles driven. All such data will be provided by the Authorized Advisory Service Provider at the Fleet aggregate level and will not include any individual vehicle or driver data or telematics. Xcel Energy may use such aggregate data in any manner. Finally, Customer agrees that it will not share data, recommendations or other deliverables gained from its participation in the Program or as a result of the Authorized Advisory Services with any third party, without first obtaining the written consent from Xcel Energy, unless otherwise required by law. 5. Program Term and Withdrawal. 5.1 These Terms shall remain in effect, unless terminated pursuant to other provisions of these Terms, until the Authorized Advisory Services have been completed for the Customer and the applicable Rebate has been provided. 5.2 Customer may withdraw from the Program at any time, by providing written notice to Xcel Energy. In the event Customer withdraws from the Program prior to the completion of the Authorized Advisory Services, Customer forfeits any unpaid Rebate. 5.3 Xcel Energy may discontinue the Program, terminate these Terms and Conditions or terminate Customer’s participation in the Program at any time for any reason. Xcel Energy will communicate such discontinuance or termination to Customer by e-mail using the email address provided by Customer. Unless such termination or discontinuance is due to Customer’s material breach of these Terms or failure to meet any of the Program Requirements, Xcel Energy will provide notice of termination at least 30 days prior to such termination date and will provide Customer a Rebate equal to the amounts, which were preapproved by Xcel Energy in accordance with Section 3.1 of these Terms, paid to the Authorized Advisory Service Provider for Authorized Advisory Services through the date of such notice. Following termination under this Section 5.3, Customer shall submit any claim for a Rebate in accordance with Section 3.3. 5.4 DISCLAIMER. Customer’s participation in the Program is entirely voluntary. Any and all Advisory Services are provided by the Authorized Advisory Service Provider and are not provided by Xcel Energy. Any Advisory Services obtained by Customer will be governed under a separate agreement entered into by and between Customer and the Authorized Advisory Service Provider. Xcel Energy does not assume any responsibility for, and shall not be liable for, any Advisory Services provided by the Authorized Advisory Service Provider. Without limiting the foregoing, Xcel Energy makes no representations or warranties, whether express or implied, and takes no responsibility and assumes no liability with respect to: (i) the Advisory Services; (ii) the performance or the failure of performance of the Advisory Services; (iii) any results, recommendations or deliverables produced or obtained from the Advisory Services; or (iv) decisions taken or not taken by Customer as a result of the Advisory Services. Customer is solely responsible for any actions taken or decisions made by Customer as a result of the Advisory Services or any recommendations obtained in the course of Customer’s participation in the Program. 6. Customer Indemnification. To the extent permitted by law, Customer agrees to indemnify and hold harmless Xcel Energy from any and all claims, damages, liability costs and expenses (including reasonable attorney’s fees) arising out of or resulting from or in any way connected with Customer’s or its employees’, agents’, or contractors’ negligent acts or omissions or willful misconduct, or Customer’s failure to comply with these Terms. 7. Terms Subject to Change. The Program and these Terms are subject to change by Xcel Energy at any time. Please visit us at xcelenergy.com/commercialEVs or call 1-800-895-4999 to determine whether any Program changes have occurred. Any material changes to these Terms will be communicated to Customer by e-mail using the e-mail address provided by the Customer. 8. Limitations of Liability. IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL XCEL ENERGY BE LIABLE TO CUSTOMER FOR SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, AND IN NO EVENT SHALL XCEL ENERGY’S LIABILITY ON ANY CLAIM OF ANY KIND, OR FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE PROGRAM, THESE TERMS, OR FROM PERFORMANCE OR BREACH THEREOF, EXCEED THE REBATE. 9. Branding and Consumer Education. The parties agree to discuss opportunities for Xcel Energy branding, consumer outreach and education efforts related to the benefits of electric vehicles, and implementation of renewable energy in connection with the Program. 10. Governing Law; Disputes. Customer and Xcel Energy agree that all disputes arising out of these Terms or the Program shall be subject to this Section 11. The internal laws of the following state(s), without regard to conflicts of laws provisions, indicated below govern the Program and the Terms and any action brought with respect to the Terms or the Program shall be brought in the corresponding location designated: (a) Minneapolis, Minnesota, if Northern States Power Company (Minnesota) is the contracting party for Xcel Energy; (b) Denver, Colorado, if Public Service Company of Colorado is the contracting party for Xcel Energy; (c) Amarillo, Texas, if Southwestern Public Service Company is the contracting party for Xcel Energy; and (d) Eau Claire, Wisconsin, if Northern States Power Company (Wisconsin) is the contracting party for Xcel Energy. xcelenergy.com | © 2022 Xcel Energy Inc. | Xcel Energy is a registered trademark of Xcel Energy Inc. | 22-06-536 Fleet Electrification Advisory Program Customer Agreement Colorado | Minnesota | New Mexico | Wisconsin 11. General Terms. These Terms are between the Customer and Xcel Energy and creates no third-party beneficiaries. Nothing in these Terms gives or shall be construed to give or provide any benefit, direct, indirect, or otherwise to third parties unless third persons are expressly described as intended to be beneficiaries of its terms. Customer may not assign any rights or delegate any of its responsibilities under these Terms, without the prior written consent of Xcel Energy. Any prohibited assignment or delegation shall be null and void. In the event any words, phrases, clauses, sentences or other provisions hereof are invalid or violate any applicable law, such offending provision(s) shall be ineffective to the extent of such violation without invalidating the remainder of the Terms, and the remaining provisions of the Terms shall be construed consistent with the intent of the parties hereto as closely as possible, and the Terms, as reformed, shall be valid, enforceable and in full force and effect. The failure of either party at any time to insist upon the strict performance of any or all of the terms, conditions, and covenants in these Terms shall not be deemed a waiver by that party of any subsequent breach or default in the said terms, conditions, or covenants by the other party. These Terms constitutes the complete and exclusive understanding of the parties concerning its subject matter. These Terms supersede all prior agreements and understandings (whether written or oral) between Xcel Energy and the Customer, with respect to the Program. Those provisions of these Terms which would require that they survive termination in whole or part in order to give them full force and effect will survive the termination, regardless of the date, cause or manner of the termination, as well as Xcel Energy’s right to retain any data collected in connection with the Pilot Program. 12. Communications/Notices. If Customer has questions regarding the Program or these Terms or are required to provide a notice to Xcel Energy under these Terms, Customer must send such questions or notices to Xcel Energy by email to electricvehicles@xcelenergy.com. Organization information Customer name ____________________________________________________________________________________________________________ Organization name _________________________________________________________________________________________________________ Email ___________________________________________________________________________________________________________________ Customer signature __________________________________________________________________________ Date ______________________ This signature is required from the individual tied to the Xcel Energy premises number herein. By signing here, you acknowledge that you have read, agree with and understand the terms and conditions. Date: April 18, 2023 Agenda Item #: VI.G. To:Mayor and City Council Item Type: Request For Purchase From:Noah Silver, Electrical/HVAC Supervisor Item Activity: Subject:Request for Purchase: Change Order: Citywide Facilities Fire Alarm & Sprinkler Services Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve of Request for Purchase for Change Order for Citywide Facilities Fire Alarm & Sprinkler Services with LVC Companies for $30,550. INTRODUCTION: On April 22, 2022, the City awarded LVC Companies a master contract for maintenance, inspections, and monitoring of City-wide fire alarm and sprinkler systems for $74,616. This amount included deficiency upgrades and the first year of inspections and monitoring services. City staff recommends approving the second year of inspections and monitoring services for $30,550. ATTACHMENTS: Description Request for Purchase: Change Order: Citywide Facilities Fire Alarm & Sprinkler Services Change Order #1 Agreement Contract Change Order Contract Number 1 CITY OF EDINA 4801 W 50th St., Edina, MN 55424 www.EdinaMN.gov | 952-927-8861 #300151 Department: Engineering Buyer: Noah Silver Date: 04/18/2023 Change Order Description: Citywide Facilities Fire Alarm & Sprinkler Services - Second Year of Inspection and Monitoring Services Vendor: LVC COMPANIES INC Cost: $30,550.00 REPLACEMENT or NEW:REPLACEM - REPLACEMENT PURCHASE SOURCE:QUOTE/BD - QUOTE/BID DESCRIPTION: On April 22nd, 2022, The City awarded LVC Companies a master contract for maintenance, inspections, and monitoring of City-wide fire alarm and sprinkler systems for $74,616.00. This amount included deficiency upgrades and the first year of inspections and monitoring of City-wide fire alarm and sprinkler systems. City staff recommends approving the second year of inspections and monitoring services for $30,550.00. BUDGET IMPACT: Asset preservation fund and facility operating budgets. COMMUNITY IMPACT: Increased service level for fire alarm responses. B. SERVICES OTHER THAN ANNUAL TEST AND INSPECTION: 1) Monitoring total: Provide the annual cost for monitoring fire alarms over the term of the contract. Fire Alarm $ 14,080.00 (annually) 2) Test and Inspection total: Provide pricing for Annual Test and Inspections. Fire Alarm $ 6,720.00 Fire Sprinkler System $ 9,750.00 3) New Cell and System Installation total: Provide pricing for required upgrades from SCADA monitoring and control to fire alarm system monitoring and control at required Utility well buildings. (Yellow Highlighted) Provide pricing for required upgrades from SCADA and or phone line communications on all City Properties to new cell communicators. (Orange Highlighted) $ 43,516.00 4) Fire Alarm and Sprinkler Repair and Service: Hourly Charges: Provide hourly rates for repair and service work other than preventive maintenance. The hourlyrates must include the rate for one (1) technician and vehicles. Monday through Friday - Normal Working Hours $140.00 __ /hour FA $150.00 /hour SPRK OT/Weekend and Holidays $210.00 /hour FA $ 225.00 /hour SPRK RPZ Testing $ 175.00 /per RPZ Page 16 of 21 COMPANIES. Technology Simplified” Company Address 4200 West 76th Street Created By Adam Petersen Minneapolis, Minnesota 55435-5108 United States Quote Number 00016678 Project Code 2204-36398 Phone (952) 835-4600 &. Fax (952) 835-4153 Prepared for Name Noah Silver Phone (952) 927-8861 \ Email nsilver@edinamn.gov Direct Dial 9528260350 *. Mobile 7634021202 \. Account Information Account Name City Of Edina Phone (952) 927-8861 &. Service Location Opportunity Contact Noah Silver Bill To Name City Of Edina Ship To Name City Of Edina Bill To 4801 W 50th St. Ship To 4801 W 50th St. Eire, Minnesota 55424 Edina, Minnesota 55424 United States United States Scope Of Work Opportunity Name 2022.04 City Of Edina FA SPRK MON AN SA Description Scope of Work: 2 year Annual Sprinkler and Fire Alarm System Inspections. Cellular Monitoring of 32 accounts for 2 years. 128 brycer (city required documents) one for each Fire alarm inspection and one for each Sprinkler inspection 64 in 2022 and 64 in 2023 Annual Fire Alarm Inspection: - Inspect and test each and every device on the system to insure proper response. - All smoke detectors will be tested and cleaned with non-static air as needed. - All control relays will be checked for proper operation. - All controlled equipment will be tested under alarm condition to ensure that fire alarm system component operates correctly. Other contractors may be required to test related system equipment, i.e. fire door, elevator, security, suppression. Client will be responsible for building mechanical systems. - The test and inspection will verify the operation of the relay that operates each damper. - The Head End Fire panels will be checked for line voltages, battery voltage under normal and alarm condition, ground fault tolerance and supervision of all data loops. - Sounding of horns and alarms, and other testing that interferes with daily operations will be coordinated with building staff. - Awritten record of the inspection will be provided electronically within 30 days of inspection completion. - Corrective action proposals will be provided to address any deficient findings. SPRNKLER SYSTEMS Wet Piped Sprinkler System Annual: +« Perform a visual examination of readily accessible areas of your sprinkler system(s) or portions thereof, from the ground/floor level of the building to verify that the system(s) appear to be in operating condition and is/are free of physical damage. + Test flow, tamper & pressure switches. | COMPANIES / PROTECTION Technology Simplified” * Inspect packing glands on all system control valves. + Lubricate control valve stems. * Test solution concentration and freezing point of all known anti-freeze loops (if applicable). « Perform a main drain test(s). + Perform a trip test on kitchen hood equipment to verify proper shutoff of the gas solenoid valve and flow switch (if applicable). + A written record of the inspection will be provided electronically within 30 days of inspection completion. * Corrective action proposals will be provided to address any deficient findings. Dry Piped Sprinkler System Annual: « Perform a visual examination of readily accessible areas of your sprinkler system(s) or portions thereof, from the ground/floor level of the building to verify that the system(s) appear to be in operating condition and is/are free of physical damage. + Test flow, tamper & pressure switches. + Perform trip test on all known dry pipe valves: due at 3 year intervals (this will only be performed between April 1 & September 31 unless written authorization is received from property owner/representative). + Drain condensation from all known and accessible low point drains. * Inspect packing glands on all system control valves. + Lubricate control valve stems. + Awritten record of the inspection will be provided electronically within 30 days of inspection completion. * Corrective action proposals will be provided to address any deficient findings. Compliance engine -Brycer City required documents ( the city of Edina requires documents for each inspection one for Fire alarm and one for Sprinkler) Monitoring - LVC Companies will provide Central Station Off-site monitoring of customer's life safety and/or security systems. LVC has dealer relationship with Silent Knight UL Listed Central Station in Bloomington, MN. Customer will enter into Subscriber relationship direct with Silent Knight - Customer to provide call list with list of names, phone numbers and order to be contacted for alarms - Customer to provide password to be used in case of false alarms, trouble/supervisory signals - Customer to provide required documentation for UL certification (if required by city ordinance). If no documentation is available, LVC will generate the required documents. (Additional labor will be required.) Clarifications: - Work will be performed during normal business hours. - Client to provide proprietary lock out codes and hire proprietary company if needed to program Panels and Cell Dialers - Building management will provide uninterrupted access to system equipment. - Quote prepared as Not to Exceed without approval from authorized customer representative. - NET 30 Exclusions: - Sales tax - Overtime labor - Labor and materials outside the Scope of Work - Personnel lift rental Quote Line Items Product Line Item! Description Quantity Sales Price Total Price Annual Fire Alarm System Inspection Annual fire alarm inspection 2022, 2023 $6,720.00 $13,440.00 Annual Sprinkler System Inspection Annual Sprinkler Inspection 2022, 2023 $9,750.00 $19,500.00 Compliance Engine - Edina City Required Documents 2022, 2023 $34.00 $4,352.00 Monitoring Annual Cellular Monitoring 2022, 2023 $440.00 $28,160.00 Investment Subtotal $65,452.00 F PROTECTION = Technology Simplified” Signatures Prepared By Title Phone Email Adam Petersen Service Sales 952-278-1052 \« apetersen@lvcinc.com Discount Total Price Approved By: Printed Name: Title: Date: 0.00% $65,452.00 COMPANIES M2 eee en : Technology Simplified” Company Address Phone Fax 4200 West 76th Street Created By Simon Ferriere Minneapolis, Minnesota 55435-5108 Quote Number 00016674 United States Project Code 2204-36391 (952) 835-4600 \. (952) 835-4153 Account Information Vista AR Number Account Name Phone Service Location Ship To Name Ship To Scope Of Work Opportunity Name Description 101191 City of Edina (952) 826-0376 \s City of Edina WTP #3 Bill To Name City of Edina United States Bill To 7450 Metro Blvd Edina, Minnesota 55439 United States 2022. 04 City of Edina WTP#3 FA CA Scope of Work: - Installation of a fire sprinkler supervisory system. - System will be addressable and will provide electronic supervision of waterflow and supervisory sprinkler devices. - System will also include at the alarm panel, (1) smoke detector, (1) manual pull station, and (1) wall mounted horn strobe. - Transmission of alarm, supervisory and trouble signals will be accomplished by means of sole path cellular communication. - System will require a dedicated branch circuit to supply primary power to the control panel. Proposal assumes a dedicated circuit will be provided by the City of Edina. Components: (1) NFW-50X Firewarden Control Panel (1) Telguard TG7-FS Communicator (1) (1) NP-200 Photo Smoke Detector (1) NOT-BG12LX Pull Station (1) NMM-100 Monitor Module (1) P2RL Horn Strobe Mlsc, Cabling and Components Required for Installation. 1 1 GENERAL TERMS AND CONDITIONS + Pricing is generally valid for 30 days from the date of this proposal. However, due to the unforeseen global pandemic and the consistent unplanned supply chain challenges, LVC reserves the right to charge additional fees and/or change orders associated with unknown and unplanned tariffs, additional shipping charges, and/or material cost increases at any time before the project start or during the project regardless of initially agreed contract price. LVC will supply data and information for these changes as necessary. * Work shall be completed during normal business hours of 7:00 a.m. — 3:30 p.m. Overtime premiums are not included in this proposal, unless otherwise specified. + Any delays experienced due to restricted access and areas not being ready for vendor (moving items, waiting for people to move, etc.) may be subject to added costs. « Any changes by the Customer, or work outside the Scope of Work, may result in additional costs. Additional work or changes will be discussed with the Customer for approval. « LVC Companies is not responsible for any repairs of sheetrock, ceiling tile, tile grid, or any superficial material, including paint, wall covering, paneling wood, steel studs, access hatches, or any non-supporting structure material related to E Technology Simplified” completing the installation of the system. « LVC will provide a one-year warranty on parts and labor. Exclusions « Any conduit or electrical wiring over 24V. « Sales tax * Shipping and freight are not included in the base bid price unless otherwise specified. « Personnel lift equipment rental and delivery. Payment Terms « Payment terms are net 30 from invoice date. + Credit card payments will be charged a fee of 3%. Quote Line Items Product Quantity Sales Price WOE ile) Project Cost $5,624.00 $5,624.00 Investment Subtotal $5,624.00 Discount 0.00% Total Price $5,624.00 Signatures Prepared By Simon Ferriere Approved By: Title Service Sales Printed Name: Phone 952-837-0583 \« Title: Fax (952) 835-4153 Date: Email sferriere@lvcinc.com . COMPANIES Acoso Varro Technology Simplified™ Company Address Phone Fax 4200 West 76th Street Created By Simon Ferriere Minneapolis, Minnesota 55435-5108 Quote Number 00016673 United States Project Code 2204-36393 (952) 835-4600 *. (952) 835-4153 Account Information Vista AR Number Account Name Phone Service Location Ship To Name Ship To Scope Of Work Opportunity Name Description 101191 City of Edina (952) 826-0376 \. City of Edina Well #19 Bill To Name City of Edina United States Bill To 7450 Metro Blvd Edina, Minnesota 55439 United States 2022. 04 City of Edina Well #19 FA CA Scope of Work: - Installation of a fire sprinkler supervisory system. - System will be addressable and will provide electronic supervision of waterflow and supervisory sprinkler devices. - System will also include at the alarm panel, (1) smoke detector, (1) manual pull station, and (1) wall mounted horn strobe. - Transmission of alarm, supervisory and trouble signals will be accomplished by means of sole path cellular communication. - System will require a dedicated branch circuit to supply primary power to the control panel. Proposal assumes a dedicated circuit will be provided by the City of Edina. Components: (1) NFW-50X Firewarden Control Panel (1) Telguard TG7-FS Communicator (1) (1) NP-200 Photo Smoke Detector (1) NOT-BG12LX Pull Station (1) NMM-100 Monitor Module (1) NDM-100 Dual Monitor Module (1) P2RL Horn Strobe Misc. Cabling and Components Required for Installation, GENERAL TERMS AND CONDITIONS + Pricing is generally valid for 30 days from the date of this proposal. However, due to the unforeseen global pandemic and the consistent unplanned supply chain challenges, LVC reserves the right to charge additional fees and/or change orders associated with unknown and unplanned tariffs, additional shipping charges, and/or material cost increases at any time before the project start or during the project regardless of initially agreed contract price. LVC will supply data and information for these changes as necessary. * Work shall be completed during normal business hours of 7:00 a.m. — 3:30 p.m. Overtime premiums are not included in this proposal, unless otherwise specified. +« Any delays experienced due to restricted access and areas not being ready for vendor (moving items, waiting for people to move, etc.) may be subject to added costs. « Any changes by the Customer, or work outside the Scope of Work, may result in additional costs. Additional work or changes will be discussed with the Customer for approval. «LVC Companies is not responsible for any repairs of sheetrock, ceiling tile, tile grid, or any superficial material, including E Technology Simplified” paint, wall covering, paneling wood, steel studs, access hatches, or any non-supporting structure material related to completing the installation of the system. «LVC will provide a one-year warranty on parts and labor. Exclusions + Any conduit or electrical wiring over 24V. * Sales tax * Shipping and freight are not included in the base bid price unless otherwise specified. « Personnel lift equipment rental and delivery. Payment Terms + Payment terms are net 30 from invoice date. * Credit card payments will be charged a fee of 3%. Quote Line Items Product Quantity Sales) Price Total Price Project Cost $6,040.00 $6,040.00 Investment Subtotal $6,040.00 Discount 0.00% Total Price $6,040.00 Signatures Prepared By Simon Ferriere Approved By: Title Service Sales Printed Name: Phone 952-837-0583 \. Title: Fax (952) 835-4153 Date: Email sferriere@lvcinc.com M2 iseil Varin Technology Simplified” Company Address Phone Fax 4200 West 76th Street Created By Simon Ferriere Minneapolis, Minnesota 55435-5108 Quote Number 00016675 United States Project Code 2204-36394 (952) 835-4600 \. (952) 835-4153 Account Information Vista AR Number Account Name Phone Service Location Ship To Name Ship To Scope Of Work Opportunity Name Description 101191 City of Edina (952) 826-0376 \s City of Edina Bill To Name City of Edina United States Bill To 7450 Metro Blvd Edina, Minnesota 55439 United States 2022. 04 City of Edina Well #20 FA CA Scope of Work: - Installation of a fire sprinkler supervisory system. - System will be addressable and will provide electronic supervision of waterflow and supervisory sprinkler devices. - System will also include at the alarm panel, (1) smoke detector, (1) manual pull station, and (1) wall mounted horn strobe. - Transmission of alarm, supervisory and trouble signals will be accomplished by means of sole path cellular communication. - System will require a dedicated branch circuit to supply primary power to the control panel. Proposal assumes a dedicated circuit will be provided by the City of Edina. Components: (1) NFW-50X Firewarden Control Panel (1) Telguard TG7-FS Communicator (1) NP-200 Photo Smoke Detector (2) NH-200 Thermal, Fixed Temp Detector (1) NOT-BG12LX Pull Station (2) NMM-100 Monitor Module (1) P2RL Horn Strobe Misc. Cabling and Components Required for Installation GENERAL TERMS AND CONDITIONS * Pricing is generally valid for 30 days from the date of this proposal. However, due to the unforeseen global pandemic and the consistent unplanned supply chain challenges, LVC reserves the right to charge additional fees and/or change orders associated with unknown and unplanned tariffs, additional shipping charges, and/or material cost increases at any time before the project start or during the project regardless of initially agreed contract price. LVC will supply data and information for these changes as necessary. * Work shall be completed during normal business hours of 7:00 a.m. — 3:30 p.m. Overtime premiums are not included in, this proposal, unless otherwise specified. * Any delays experienced due to restricted access and areas not being ready for vendor (moving items, waiting for people to move, etc.) may be subject to added costs. « Any changes by the Customer, or work outside the Scope of Work, may result in additional costs. Additional work or changes will be discussed with the Customer for approval. « LVC Companies is not responsible for any repairs of sheetrock, ceiling tile, tile grid, or any superficial material, including COMPANIES. Technology Simplified” paint, wall covering, paneling wood, steel studs, access hatches, or any non-supporting structure material related to completing the installation of the system. «LVC will provide a one-year warranty on parts and labor. Exclusions + Any conduit or electrical wiring over 24V. « Sales tax * Shipping and freight are not included in the base bid price unless otherwise specified. « Personnel lift equipment rental and delivery. Payment Terms + Payment terms are net 30 from invoice date. * Credit card payments will be charged a fee of 3%. Quote Line Items Product Quantity Sales’ Price Total Price Project Cost $6,572.00 $6,572.00 Investment Subtotal $6,572.00 Discount 0.00% Total Price $6,572.00 Signatures Prepared By Simon Ferriere Approved By: Title Service Sales Printed Name: Phone 952-837-0583 \. Title: Fax (952) 835-4153 Date: Email sferriere@lvcinc.com COMPANIES Technology Simplified” Company Address Phone Fax 4200 West 76th Street Created By Simon Ferriere Minneapolis, Minnesota 55435-5108 Quote Number 00016677 United States Project Code 2204-36396 (952) 835-4600 \. (952) 835-4153 Account Information Vista AR Number Account Name Phone Service Location Ship To Name Ship To Scope Of Work Opportunity Name Description 101191 City of Edina (952) 826-0376 \. City of Edina Bill To Name City of Edina United States Bill To 7450 Metro Blvd Edina, Minnesota 55439 United States 2022. 04 City of Edina Well #6 FA CA Scope of Work: - Installation of a fire sprinkler supervisory system. - System will be addressable and will provide electronic supervision of waterflow and supervisory sprinkler devices. - System will also include at the alarm panel, (1) smoke detector, (1) manual pull station, and (1) wall mounted horn strobe. - Transmission of alarm, supervisory and trouble signals will be accomplished by means of sole path cellular communication. - System will require a dedicated branch circuit to supply primary power to the control panel. Proposal assumes a dedicated circuit will be provided by the City of Edina. Components: (1) NFW-50X Firewarden Control Panel (1) Telguard TG7-FS Communicator (1) NP-200 Photo Smoke Detector (1) NOT-BG12LX Pull Station (1) NDM-100 Dual Monitor Module (1) P2RL Horn Strobe Misc. Cabling and Components Required for Installation GENERAL TERMS AND CONDITIONS + Pricing is generally valid for 30 days from the date of this proposal. However, due to the unforeseen global pandemic and the consistent unplanned supply chain challenges, LVC reserves the right to charge additional fees and/or change orders associated with unknown and unplanned tariffs, additional shipping charges, and/or material cost increases at any time before the project start or during the project regardless of initially agreed contract price. LVC will supply data and information for these changes as necessary. * Work shall be completed during normal business hours of 7:00 a.m. — 3:30 p.m. Overtime premiums are not included in this proposal, unless otherwise specified. +« Any delays experienced due to restricted access and areas not being ready for vendor (moving items, waiting for people to move, etc.) may be subject to added costs. « Any changes by the Customer, or work outside the Scope of Work, may result in additional costs. Additional work or changes will be discussed with the Customer for approval. + LVC Companies is not responsible for any repairs of sheetrock, ceiling tile, tile grid, or any superficial material, including paint, wall covering, paneling wood, steel studs, access hatches, or any non-supporting structure material related to AYE EIN RT Technology Simplified” COMPANIES. completing the installation of the system. « LVC will provide a one-year warranty on parts and labor. Exclusions « Any conduit or electrical wiring over 24V. * Sales tax * Shipping and freight are not included in the base bid price unless otherwise specified. « Personnel lift equipment rental and delivery. Payment Terms + Payment terms are net 30 from invoice date. « Credit card payments will be charged a fee of 3%. Quote Line Items Product Quantity Sales Price Total Price Project Cost $5,740.00 $5,740.00 Investment Subtotal $5,740.00 Discount 0.00% Total Price $5,740.00 Signatures Prepared By Simon Ferriere Approved By: Title Service Sales Printed Name: Phone 952-837-0583 \. Title: Fax (952) 835-4153 Date: Email sferriere@lvcinc.com Mi) easels | COMPANIES Technology Simplified” Company Address Phone Fax 4200 West 76th Street Created By Simon Ferriere Minneapolis, Minnesota 55435-5108 Quote Number 00016676 United States Project Code 2204-36395 (952) 835-4600 \. (952) 835-4153 Account Information Vista AR Number Account Name Phone Service Location Ship To Name Ship To Scope Of Work Opportunity Name Description 101191 City of Edina (952) 826-0376 \. City of Edina Bill To Name City of Edina United States Bill To 7450 Metro Blvd Edina, Minnesota 55439 United States 2022. 04 City of Edina Well #7 FA CA Scope of Work: - Installation of a fire sprinkler supervisory system. - System will be addressable and will provide electronic supervision of waterflow and supervisory sprinkler devices. - System will also include at the alarm panel, (1) smoke detector, (1) manual pull station, and (1) wall mounted horn strobe. - Transmission of alarm, supervisory and trouble signals will be accomplished by means of sole path cellular communication. - System will require a dedicated branch circuit to supply primary power to the control panel. Proposal assumes a dedicated circuit will be provided by the City of Edina. Components: (1) NFW-50X Firewarden Control Panel (1) Telguard TG7-FS Communicator (1) NP-200 Photo Smoke Detector (1) NOT-BG12LX Pull Station (1) NMM-100 Monitor Module (1) NDM-100 Dual Monitor Module (1) P2RL Horn Strobe Misc. Cabling and Components Required for Installation GENERAL TERMS AND CONDITIONS + Pricing is generally valid for 30 days from the date of this proposal. However, due to the unforeseen global pandemic and the consistent unplanned supply chain challenges, LVC reserves the right to charge additional fees and/or change orders associated with unknown and unplanned tariffs, additional shipping charges, and/or material cost increases at any time before the project start or during the project regardless of initially agreed contract price. LVC will supply data and information for these changes as necessary. * Work shall be completed during normal business hours of 7:00 a.m. — 3:30 p.m. Overtime premiums are not included in this proposal, unless otherwise specified. « Any delays experienced due to restricted access and areas not being ready for vendor (moving items, waiting for people to move, etc.) may be subject to added costs. « Any changes by the Customer, or work outside the Scope of Work, may result in additional costs. Additional work or changes will be discussed with the Customer for approval. + LVC Companies is not responsible for any repairs of sheetrock, ceiling tile, tile grid, or any superficial material, including E Technology Simplified” paint, wall covering, paneling wood, steel studs, access hatches, or any non-supporting structure material related to completing the installation of the system. « LVC will provide a one-year warranty on parts and labor. Exclusions * Any conduit or electrical wiring over 24V. * Sales tax * Shipping and freight are not included in the base bid price unless otherwise specified. « Personnel lift equipment rental and delivery. Payment Terms « Payment terms are net 30 from invoice date. * Credit card payments will be charged a fee of 3%. Quote Line Items Product Quantity. Sales Price Project Cost 1.00 $6,040.00 Investment Subtotal Discount Total Price Signatures Prepared By Simon Ferriere Approved By: Title Service Sales Printed Name: Phone 952-837-0583 *. Title: Fax (952) 835-4153 er Email sferriere@lvcinc.com Total Price $6,040.00 $6,040.00 0.00% $6,040.00 es COMPANIES Meehan en : Technology Simplified™ Company Address Phone Fax 4200 West 76th Street Created By Simon Ferriere Minneapolis, Minnesota 55435-5108 Quote Number 00016679 United States Project Code 2204-36406 (952) 835-4600 \. (952) 835-4153 Account Information Vista AR Number Account Name Phone Service Location Ship To Name Ship To Scope Of Work Opportunity Name Description 101191 City of Edina (952) 826-0376 \. City of Edina Bill To Name City of Edina United States Bill To 7450 Metro Blvd Edina, Minnesota 55439 United States 2022. 04 City of Edina Cell FA CA Scope of Work: - Installation of Telguard TG7-FS cellular dialers at (14) City of Edina facilities per the 2022 RFP. Does not include (5) buildings that are getting new systems. Those dialers are included in those installation numbers. - Dialers require a seperate power outlet for primary power and proposal assumes outlet is pre-existing. Components: (14) Telguard TG7-FS cellular dialers GENERAL TERMS AND CONDITIONS + Pricing is generally valid for 30 days from the date of this proposal. However, due to the unforeseen global pandemic and the consistent unplanned supply chain challenges, LVC reserves the right to charge additional fees and/or change orders associated with unknown and unplanned tariffs, additional shipping charges, and/or material cost increases at any time before the project start or during the project regardless of initially agreed contract price. LVC will supply data and information for these changes as necessary. « Work shall be completed during normal business hours of 7:00 a.m. — 3:30 p.m. Overtime premiums are not included in this proposal, unless otherwise specified. « Any delays experienced due to restricted access and areas not being ready for vendor (moving items, waiting for people to move, etc.) may be subject to added costs. « Any changes by the Customer, or work outside the Scope of Work, may result in additional costs. Additional work or changes will be discussed with the Customer for approval. « LVC Companies is not responsible for any repairs of sheetrock, ceiling tile, tile grid, or any superficial material, including paint, wall covering, paneling wood, steel studs, access hatches, or any non-supporting structure material related to completing the installation of the system. + LVC will provide a one-year warranty on parts and labor. Exclusions * Sales tax, permits, fees * Shipping and freight are not included in the base bid price unless otherwise specified. * Personnel lift equipment rental and delivery. Payment Terms + Payment terms are net 30 from invoice date. * Credit card payments will be charged a fee of 3%. LVC COMPANIES REV Technology Simplified” Quote Line Items Product Project Cost Investment Signatures Prepared By Title Phone Fax Email Simon Ferriere Service Sales 952-837-0583 \.. (952) 835-4153 sferriere@lvcinc.com Quantity, Sales Price 1.00 $13,500.00 Subtotal Discount Total Price Approved By: Printed Name: Title: Date: Total Price $13,500.00 $13,500.00 0.00% $13,500.00 Date: April 18, 2023 Agenda Item #: VI.H. To:Mayor and City Council Item Type: Request For Purchase From:Patty McGrath, General Manager - Edinborough Park & Edina Aquatic Center Item Activity: Subject:Request for Purchase: Painting the Edina Aquatic Center Pools Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve Request for Purchase for painting the Edina Aquatic Center pools with Paintball, LLC for $54,935. INTRODUCTION: This request for purchase is for painting the main 50-meter pool and zero-depth pools at the Edina Aquatic Center. Pool painting is considered routine maintenance and is required every 2-3 years in order to extend the life of the assets. The project is weather dependent but is expected to be completed prior to the opening of the season in June. ATTACHMENTS: Description Request for Purchase: Painting the Edina Aquatic Center Pools Request for Purchase Requisition Number 1 CITY OF EDINA 4801 W 50th St., Edina, MN 55424 www.EdinaMN.gov | 952-927-8861 12300048 Department:P&R Aquatic Center Buyer:Patty McGrath Date: 04/11/2023 Requisition Description:Painting the Edina Aquatic Center Pools Vendor:BALL, STEVEN DONALD Cost:$54,935.00 REPLACEMENT or NEW:REPLACEM - REPLACEMENT PURCHASE SOURCE:QUOTE/BD - QUOTE/BID DESCRIPTION:Painting the main pool & zero-depth pools at the Edina Aquatic Center BUDGET IMPACT: 2023 CIP Environmental Impact - item specific: 2 COMMUNITY IMPACT:Provide safe pool surface for Aquatic Center guests and visitors ENVIRONMENTAL IMPACT:N/A Vehicle - Make/Model/Year requested vehicle:N/A Vehicle - Make/Model/Year current vehicle (if replacement): N/A Vehicle - Does purchase meet Green Fleet Recommendations? - Vehicle - If does not meet Green Fleet Recommendations, justification: - MPG:N/A Carbon Emissions:N/A Date: April 18, 2023 Agenda Item #: VI.I. To:Mayor and City Council Item Type: Request For Purchase From:Perry Vetter, Parks & Recreation Director Item Activity: Subject:Request for Purchase: Braemar Park Courtney Fields Planning Services Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve request for professional services for park design planning and implementation services for the Courtney Fields and related improvements for the Braemar Park master plan with WSB & Associates, Inc. for a not to exceed amount of $158,700. INTRODUCTION: This purchase is for professional services related to the Braemar Park master plan implementation for the Courtney Fields related improvements funded by the local option sales tax referendum. ATTACHMENTS: Description Request for Purchase: Braemar Park Courtney Fields Planning Services Request for Purchase Requisition Number 1 CITY OF EDINA 4801 W 50th St., Edina, MN 55424 www.EdinaMN.gov | 952-927-8861 12300050 Department:Parks & Recreation Buyer:Perry Vetter Date: 04/12/2023 Requisition Description:Braemar Park Courtney Fields Planning Services Vendor:WSB & ASSOCIATES Cost:$158,700.00 REPLACEMENT or NEW:REPLACEM - REPLACEMENT PURCHASE SOURCE:SERVIC K - SERVICE CONTRACT DESCRIPTION:Professional Services BUDGET IMPACT: Funded by Local Option Sales Tax Environmental Impact - item specific: 2 COMMUNITY IMPACT:Willow allow planning of Braemar Park/Courtney Fields planning service ENVIRONMENTAL IMPACT:Landscape and environmental planning services for park Vehicle - Make/Model/Year requested vehicle:Na Vehicle - Make/Model/Year current vehicle (if replacement): Na Vehicle - Does purchase meet Green Fleet Recommendations? - Vehicle - If does not meet Green Fleet Recommendations, justification: - MPG: Carbon Emissions: Date: April 18, 2023 Agenda Item #: VI.J. To:Mayor and City Council Item Type: Request For Purchase From:Perry Vetter, Parks & Recreation Director Item Activity: Subject:Request for Purchase: Braemar Park Trail and Natural Resources Planning Services Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve request for professional services for park design planning and implementation services for portions of the Braemar Park master plan with SRF Consulting Group, Inc. for a not to exceed amount of $308,868. INTRODUCTION: This purchase is for professional services related to the walking, mountain biking and associated trails, invasive species management and natural resource vegetation restoration and related park investments for the Braemar Park master plan implementation improvements funded by the local option sales tax referendum. ATTACHMENTS: Description Request for Purchase: Braemar Park Trail and Natural Resources Planning Services Request for Purchase Requisition Number 1 CITY OF EDINA 4801 W 50th St., Edina, MN 55424 www.EdinaMN.gov | 952-927-8861 12300051 Department:Parks & Recreation Buyer:Perry Vetter Date: 04/12/2023 Requisition Description:Braemar Park Trail and Natural Resources Planning S Vendor:SRF CONSULTING GROUP INC Cost:$308,868.00 REPLACEMENT or NEW:NEW - NEW PURCHASE SOURCE:SERVIC K - SERVICE CONTRACT DESCRIPTION:Professional Services BUDGET IMPACT: Local Option Sales Tax Funded Environmental Impact - item specific: 2 COMMUNITY IMPACT:Willow allow planning of Braemar Park/Trails,NatRes planning services ENVIRONMENTAL IMPACT:Landscape and environmental planning services Vehicle - Make/Model/Year requested vehicle: Vehicle - Make/Model/Year current vehicle (if replacement): Vehicle - Does purchase meet Green Fleet Recommendations? - Vehicle - If does not meet Green Fleet Recommendations, justification: - MPG: Carbon Emissions: Date: April 18, 2023 Agenda Item #: VI.K. To:Mayor and City Council Item Type: Request For Purchase From:Dave Goergen, Assistant Public Works Director Item Activity: Subject:Request for Purchase: 2023 Commodities Quotes Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve Request for Purchase of 2023 commodities from multiple vendors. INTRODUCTION: This purchase approval is for unit pricing of bituminous material, concrete, water treatment chemicals, cover and castings, retaining wall, repair and concrete removal and replacement. See attached Request for P urchase. ATTACHMENTS: Description Request for Purchase: 2023 Commodities Quotes 1 Blackstone Contractors - retaining wall repair $33.85 All Around Concrete - Concrete removal and replacement curb and gutter $56.00, Concrete removal and replacement 4" flatwork $11.50, Concrete removal and replacement 6" flatwork $14.00 BUDGET IMPACT: PW Division Operating Budgets DESCRIPTION: Commodities: BT, concrete, H2O chem, castings & covers, etc. Commercial Asphalt (Martin Marietta) - Ready mix bituminous materials SPNWB330B $45.75, Ready mix bituminous materials SPWEA340B $51.65, Ready mix bituminous materials SPWEB340B $48.15 Cemstone Products - Concrete 200 cu yd $177, Concrete 400 cu yd $154 Hawkins Inc - Hydrofluosilicic Acid $49.00, Liquid Chlorine $142.00, Ortho-Polyphosphate 50/50 blend $10.55, Tonkazorb $15.52, Ammonium Sulfate $11.98 Ess Brothers and Sons - San Sewer R1733 complete casting and lid $398, San Sewer R1733 casting only $223, San Sewer R1733 lid only $208, St Sewer R2390 complete casting and lid $481, San Sewer R2390 casting only $223, St Sewer R2390 lid only $258, St Sewer 3067V complete casting and lid $578, St Sewer 3067V casting only $243, St Sewer 3067V lid only $189, curb box $154 CITY OF EDINA 4801 W 50th St., Edina, MN 55424 www.EdinaMN.gov | 952-927-8861 Requisition Number 12300049 Department: Public Works Buyer: Dave Goergen Date: 04/12/2023 Request for Purchase Requisition Description: 2023 Commodities Quote Vendor: MARTIN MARIETTA MATERIALS Cost: $3,775.95 REPLACEMENT or NEW: REPLACEM - REPLACEMENT PURCHASE SOURCE: QUOTE/BD - QUOTE/BID 2 COMMUNITY IMPACT: Replacement of infrastructure assets ENVIRONMENTAL IMPACT: N/A Environmental Impact - item specific: Vehicle - Make/Model/Year requested vehicle: N/A Vehicle - Make/Model/Year current vehicle (if replacement): N/A Vehicle - Does purchase meet Green Fleet Recommendations? - Vehicle - If does not meet Green Fleet Recommendations, justification: - MPG: N/A Carbon Emissions: N/A Date: April 18, 2023 Agenda Item #: VII.A. To:Mayor and City Council Item Type: Other From:Stephanie Hawkinson, Affordable Housing Development Manager Item Activity: Subject:East Edina Housing Foundation Report Information CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: None, information only. INTRODUCTION: Ann Swenson, P resident of the East Edina Housing Foundation, will update the City Council on the Foundation's activities. Date: April 18, 2023 Agenda Item #: VII.B. To:Mayor and City Council Item Type: Report / Recommendation From:Nick Bauler, Traffic Safety Coordinator Item Activity: Subject:2022 Traffic Safety Summary Report Information CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: None, information only. INTRODUCTION: Staff will present to City Council the annual Traffic Safety Summary Report from 2022. See attached staff report that summarizes 2022 traffic safety requests. ATTACHMENTS: Description 2022 Traffic Safety Summary Report Staff Presentation April 4, 2023 Transportation Commission Nick Bauler, Traffic Safety Coordinator 2022 Traffic Safety Summary Report Information / Background: The Engineering Department received 176 traffic safety requests in 2022. Requests are received by phone, mail, email and through the City’s website. 179 requests were reviewed and completed in 2022, an increase of 14 requests from 2021; this includes 51 requests received before 2022. Each request may require data collection and analysis by the Traffic Safety Coordinator prior to review by the Traffic Safety Committee. Requests are assigned to one of five categories; Traffic Calming, Parking and Signage, Intersection Control, Pedestrian Safety or Other (see Figure 1). Figure 1. Traffic Safety Requests Reviewed in 2022 After requests are reviewed by the Committee, they are categorized as A (recommended action), B (recommended denial/no change) or C (recommend further study) items in traffic safety reports. Many requests are handled solely by the Traffic Safety Coordinator; these are generally requests for increased police enforcement or for matters governed by existing City policies (crosswalks, signage, traffic signals, etc.). These are categorized as D items. Table 1 shows the full breakdown of requests reviewed in 2022. 18% 23% 20% 21% 18% Traffic Calming Parking & Signage Intersection Control Pedestrian Safety Other STAFF REPORT Page 2 Table 1. 2022 Traffic Safety Requests by Type In total, the Committee recommended action of 24 requests (A items) and denial of 22 (B items). 117 requests were handled by the Traffic Safety Coordinator (D items). Parking and Signage received the highest number of approvals (16), followed by Pedestrian Safety (5), Traffic Calming (2) and Other (1). Figure 2 shows the 2022 traffic safety requests by month received. Requests increased in May thru September, likely a result of improving weather and traffic volumes shifting before and after school years. Figure 2. 2022 Traffic Safety Requests by Month Received Request Type Traffic Calming Parking & Signage Intersection Control Pedestrian Safety Other Items Reviewed 30 (18%) 47 (29%) 20 (12%) 37 (23%) 29 (18%) Recommendation A B D A B D A B D A B D A B D 2 6 22 16 5 26 0 5 15 5 5 27 1 1 27 % 7% 20% 73% 34% 11% 55% 0% 25% 75% 14% 14% 73% 3% 3% 93% 0 5 10 15 20 25 30 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec# of RequestsTraffic Calming Parking & Signage Intersection Control Pedestrian Safety Other STAFF REPORT Page 3 Figures 3 and 4 demonstrate trends from 2018 to 2022. Figure 3 shows the number of requests received by month, which illustrates most requests are received in the spring and summer months and taper off as winter approaches. Figure 3. Traffic Safety Requests Received by Month (2018 – 2022) Figure 4 shows requests submitted by category. Traffic Calming and Other requests have increased in recent years. In 2022, Intersection Control and Pedestrian Safety have remained at consistent levels. Figure 4. Traffic Safety Requests Received by Category (2018 – 2022) Each request is geolocated so staff can monitor trends and track multiple requests made at the same locations. Table 2 shows the number of requests received from each quadrant of the City and the most requested category. Figures 5 – 8 show the locations of each traffic safety request by quadrant. 0 5 10 15 20 25 30 2018 2019 2020 2021 2022 0 10 20 30 40 50 60 Traffic Calming Parking & Signage Intersection Control Pedestrian Safety Other 2018 2019 2020 2021 2022 STAFF REPORT Page 4 Table 2. 2022 Traffic Safety Requests by Quadrant Quadrant Requests Received % of Total Requests Received Most Requested Category Northwest 57 32% Parking & Signage (18) Southwest 18 10% Pedestrian Safety (6) Northeast 68 39% Parking & Signage (16) Southeast 31 18% Intersection Control (9) Figure 5. 2022 Traffic Safety Requests Received in Northwest Edina STAFF REPORT Page 5 Figure 6. 2022 Traffic Safety Requests Received in Southwest Edina STAFF REPORT Page 6 Figure 7. 2022 Traffic Safety Requests Received in Southeast Edina STAFF REPORT Page 7 Figure 8. 2022 Traffic Safety Requests Received in Northeast Edina Transportation Commission Comments Staff presented the report to the Transportation Commission at their March 16 regular meeting. Commissioner comments included: STAFF REPORT Page 8 Commissioners noted that traffic calming is a frequent topic of interest in the community, as it affects quality of life. Commissioners requested that staff provide more rationale for B items and consider providing alternative solutions to address the core problem. The CITY ofEDINA 2022 Traffic Safety Summary Report April 18, 2023 The CITY ofEDINAAgenda •Review of 2022 Traffic Safety Requests •-Statistics •-Trends www.EdinaMN.gov 2 The CITY ofEDINATraffic Safety Request Process www.EdinaMN.gov 3 Traffic Safety Request submitted Data collection/ analysis Traffic Safety Committee reviews, makes recommendation Transportation Commission reviews and comments City Council approves recommendations Traffic Safety Coordinator follows up with requester The CITY ofEDINATraffic Safety Request Categories •Received requests are broken into five categories: Parking & Signage Intersection Control Traffic Calming Pedestrian Safety Other www.EdinaMN.gov 4 The CITY ofEDINA www.EdinaMN.gov 5 •176 requests submitted •-Phone, mail, email, City website, Edina 311 app •179* Requests Reviewed: •Parking & Signage –40 (23%) •Pedestrian Safety –38 (21%) •Intersection Control –35 (20%) •Traffic Calming –32 (18%) •Other –31 (18%) *51 requests submitted in prior years, reviewed in 2022 18% 23% 20% 21% 18% Traffic Calming Parking & Signage Intersection Control Pedestrian Safety Other 2022 Traffic Safety Requests The CITY ofEDINA •24 A-items, Recommend Action •16 Parking & Signage •5 Pedestrian Safety •2 Traffic Calming •1 Other •22 B-items, Recommend No Action •117 D-items, Handled by Traffic Safety Coordinator Actions Taken Place www.EdinaMN.gov 6 W 56th St at Dale Ave W 66th St Valley View Rd at Sally Ln The CITY ofEDINA •57 submitted requests •8 more than 2021 •Most requests: Parking & Signage (18 or 32%) www.EdinaMN.gov 7 TSR -Northwest Edina The CITY ofEDINA •18 submitted requests •14 less than 2021 •Most requests: Pedestrian Safety (6 or 33%) www.EdinaMN.gov 8 TSR –Southwest Edina The CITY ofEDINA •31 submitted requests •5 more than 2021 •Most requests: Intersection Control (9 or 29%) www.EdinaMN.gov 9 TSR –Southeast Edina The CITY ofEDINATSR –Northeast Edina www.EdinaMN.gov 10 •68 submitted requests •5 less than 2021 •Most requests: Parking & Signage (16 or 24%) The CITY ofEDINA •April –May received most requests on Connector and Collector streets likely seeing a return to pre-pandemic traffic volumes •June and July see high amounts of requests near Grandview, W 50th St and France Ave •Parking and signage requests relatively consistent throughout the year www.EdinaMN.gov 11 0 5 10 15 20 25 30 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Traffic Calming Parking & Signage Intersection Control Pedestrian Safety Other 2022 TSR Trends The CITY ofEDINA2018 -2022 www.EdinaMN.gov 12 0 10 20 30 40 50 60 Traffic Calming Parking & Signage Intersection Control Pedestrian Safety Other Requests Received by Category 2018 2019 2020 2021 2022 The CITY ofEDINA Questions? Thank you! Date: April 18, 2023 Agenda Item #: VII.C. To:Mayor and City Council Item Type: Other From:Luther Overholt, City Forester Item Activity: Subject:Proclamation: Arbor Day 2023 Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Adopt proclamation declaring April 28, 2023, Arbor Day. INTRODUCTION: Arbor Day is a holiday that originated in Nebraska City, Nebraska by J. Sterling Morton, to encourage the planting and caring for trees. The first Arbor Day was held on April 10, 1872, and an estimated one million trees were planted that day. Many countries now observe a similar holiday. Though usually observed in the Spring, the date varies, depending on climate and suitable planting season. City Forester, Luther Overholt, will recognize the Edina Arbor Day celebration on Friday, April 28 at 10 a.m. at Rosland Park. City staff with the help of volunteers will be planting 50 new trees. ATTACHMENTS: Description Proclamation: Arbor Day 2023 PROCLAMATION ARBOR DAY APRIL 28, 2023 WHEREAS, in 1872, J. Sterling Morton proposed to the Nebraska Board of Agriculture that a special day be set aside for the planting of trees, and WHEREAS, this holiday, called Arbor Day, was first observed with the planting of more than a million trees in Nebraska, and WHEREAS, forest soils prevent flooding and reduce storm water by capturing and storing rainwater and snowmelt, which is then slowly released to our lakes, streams and groundwater; and WHEREAS, trees and forests improve our physical health by cleaning the air, reducing exposure to the sun’s UV rays and decreasing temperatures during the summertime; and WHEREAS, One tree provides $62,000 worth of pollution control over a period of 50 years; and WHEREAS, trees can reduce the erosion of our precious topsoil by wind and water, cut heating and cooling costs, moderate the temperature, clean the air, produce life-giving oxygen, and provide habitat for wildlife, and WHEREAS, forests create high-quality drinking water by acting as a natural filter; and WHEREAS, Edina is proud of the beautiful shade trees which grace our homes and public places; NOW, THEREFORE, the City Council of the City of Edina, MN, hereby proclaim April 28, 2023, as Arbor Day In the City of Edina, MN, and call upon the spirited and foresighted citizens of Edina to plant trees now for our pleasure and that of future generations. Dated this 18th day of April 2023. James B. Hovland, Mayor Date: April 18, 2023 Agenda Item #: VIII.A. To:Mayor and City Council Item Type: Report / Recommendation From:Sharon Allison, City Clerk Item Activity: Subject:Resolution No. 2023-30: Accepting Donations Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve Resolution No. 2023-30 accepting donations. INTRODUCTION: To comply with State Statute, all donations to the City must be accepted by resolution and approved by two- thirds majority of the Council. See attached resolution with list of donations. ATTACHMENTS: Description Resolution No. 2023-30: Accepting Donations RESOLUTION NO. 2023-30 ACCEPTING DONATIONS ON BEHALF OF THE CITY OF EDINA WHEREAS, Minnesota Statute 465.03 allows cities to accept grants and donations of real or personal property for the benefit of its citizens; WHEREAS, said donations must be accepted via a resolution of the Council adopted by a two thirds majority of its members. NOW, THEREFORE, BE IT RESOLVED, that the Edina City Council accepts with sincere appreciation the following listed grants and donations on behalf of its citizens. Edina Senior Center ISC Financial Advisors Lunch for 18 People Lunch & Learn Women’s Financial Health & Well-being Dated: April 18, 2023 Attest: Sharon Allison, City Clerk James B. Hovland, Mayor STATE OF MINNESOTA ) COUNTY OF HENNEPIN) SS CITY OF EDINA ) CERTIFICATE OF CITY CLERK I, the undersigned duly appointed and acting City Clerk for the City of Edina do hereby certify that the attached and foregoing Resolution was duly adopted by the Edina City Council at its Regular Meeting of April 18, 2023, and as recorded in the Minutes of said Regular Meeting. WITNESS my hand and seal of said City this day of , 2023. City Clerk Date: April 18, 2023 Agenda Item #: VIII.B. To:Mayor and City Council Item Type: Report / Recommendation From:Sharon Allison, City Clerk Item Activity: Subject:Approve New On-Sale Intoxicating and Sunday Sale Liquor Licenses for The Lynhall Edina, LLC, dba The Lynhall No. 3945 Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve new On-Sale Intoxicating and Sunday Sale Liquor Licenses for The Lynhall Edina, LLC, dba T he Lynhall No. 3945. INTRODUCTION: The Lynhall No. 3945 is located at 3945 Market Street and is currently licensed for On-Sale Wine and On-Sale 3.2 percent malt liquor. The applicant has applied for On-Sale Intoxicating and Sunday Sale liquor licenses. The On-Sale Intoxicating liquor license allows for the sale and service of all liquor types unlike their current licenses. Lynhall was also recently approved for a sidewalk café permit. Staff reviewed the application and find that it complies with code requirements. A background investigation was completed by the Police Department and is attached. Lynhall has completed the required employee alcohol awareness training. Staff recommends approval of the liquor licenses. The Better Together Edina report is attached, but there were no comments. ATTACHMENTS: Description Better Together Edina Public Hearing Report Background Check Survey Responses 12 March 2023 - 10 April 2023 Public Hearing Comments - Issuance of On-Sale Intoxicating Liquor License Better Together Edina Project: Public Hearing: Issuance of On-Sale Intoxicating Liquor License No Responses VISITORS 0 CONTRIBUTORS 0 RESPONSES 0 0 Registered 0 Unverified 0 Anonymous 0 Registered 0 Unverified 0 Anonymous BACKGROUND INVESTIGATION SUMMARY Establishment: The Lynhall Edina, LLC, DBA The Lynhall No. 3945 License: On-sale Intoxicating Liquor and Sunday Sale __________________________________________________________________________ In March 2023, the Edina Police Department received a request relating to a City of Edina application for an on-sale intoxicating liquor and Sunday Sale license. The application was submitted by The Lynhall Edina, LLC, DBA The Lynhall No. 3945. The Lynhall Edina, LLC, DBA The Lynhall No. 3945 will operate from 3945 Market Street in Edina. The Lynhall Edina, LLC, DBA The Lynhall No. 3945 is authorized to do business in Minnesota and is registered with the State of Minnesota. The Lynhall Edina, LLC, DBA The Lynhall No. 3945 is currently active and in good standing with the Minnesota Secretary of State. The Lynhall Edina, LLC, DBA The Lynhall No. 3945 and/or its representatives are aware of the City of Edina’s requirement relating to employee alcohol awareness training. Owners/Partners/Members: The Lynhall Edina, LLC, DBA The Lynhall No. 3945: Spaeth, Anne Greenwood, MN The owners/partners/members have been investigated. No criminal records which would negatively affect their license application were found. Checks were made with the following agencies: NCIC MINCIS Hennepin County Minnesota Secretary of State Minnesota Alcohol and Gambling Enforcement Division From the information gathered during the course of the investigation, I found nothing to prevent, The Lynhall Edina, LLC, DBA The Lynhall No. 3945 from obtaining a liquor license. I would support a positive recommendation from the Police Department in regard to the issuance of this license. __________________________ Lt. Dan Conboy #183 Date: April 18, 2023 Agenda Item #: VIII.C. To:Mayor and City Council Item Type: Report / Recommendation From:Sharon Allison, City Clerk Item Activity: Subject:Deny New On-Sale Wine License and On-Sale 3.2 Percent Malt Liquor License for DeLeo Brothers Pizza, LLC Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Deny new On-Sale Wine and On-Sale 3.2 P ercent Malt Liquor Licenses for DeLeo Brothers Pizza, LLC. INTRODUCTION: DeLeo Brothers Pizza, LLC, located inside Southdale Mall at 1705 Southdale Center, applied for an on-sale wine license and an on-sale 3.2 percent malt liquor license. Lt. Dan Conboy recommends denial of this liquor license because in 2021, the owner continued to display his liquor license after it was expired and not renewed and sold alcohol to plain clothes officer without a liquor license. Details of the violation is in Lt. Conboy's attached report. ATTACHMENTS: Description Lt. Conboy Staff Report Date: April 18, 2023 Agenda Item #: VIII.D. To:Mayor and City Council Item Type: Report / Recommendation From:Bill Neuendorf, Economic Development Manager Item Activity: Subject:Resolution 2023-25: Establishing the 72nd and France 2 Tax Increment Financing District Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve Resolution 2023-25 establishing the 72nd and France 2 Tax Increment Financing District. INTRODUCTION: This item pertains to the use of Tax Increment Financing to support redevelopment of 5-acres of vacant land located along the France Avenue commercial corridor. The Resolution would establish the TIF "District" and adopt the TIF Plan for spending new property taxes collected within the boundaries of the District. A private developer proposes to redevelop the site at 7200-7250 France Avenue with two new buildings and reconstruct the property in accordance with the PUD zoning and in a manner that delivers many benefits to the general public. The public benefits would not be possible without the use of tax increment financing. The TIF Plan was prepared by the City’s financial advisors with review by the City’s special council for TIF redevelopment matters. The Edina Housing and Redevelopment Authority approved this TIF Plan on March 23, 2023. A public hearing was held on April 4, 2023 with additional public input collected online. The TIF Plan is summarized in the attached staff report and presentation. Staff recommends approval of Resolution 2023-25. ATTACHMENTS: Description Resolution 2023-25: Establishing the 72nd and France 2 TIF District Staff Report: Establishing the 72nd and France 2 Staff Presentation: Establishing 72nd and France 2 TIF TIF Plan Better Together Public Hearing Comment Report Council Risser Slides CITY OF EDINA COUNTY OF HENNEPIN STATE OF MINNESOTA Councilmember ______________________ introduced the following resolution and moved its adoption: RESOLUTION 2023-25 ESTABLISHING THE 72nd AND FRANCE 2 TAX INCREMENT FINANCING DISTRICT BE IT RESOLVED by the City Council (the "Council") of the City of Edina, Minnesota (the "City"), as follows: Section 1. Recitals. 1.01. The Board of Commissioners of the Edina Housing and Redevelopment Authority (the "HRA") have heretofore established the Southeast Edina Redevelopment Project Area (the "Project Area") and adopted a Redevelopment Plan therefore. It has been proposed by the HRA and the City that the City approve and the HRA adopt a Modification to the Redevelopment Plan for the Project Area (the "Redevelopment Plan Modification") and a Tax Increment Financing Plan (the "TIF Plan") for the establishment of the 72nd and France 2 Tax Increment Financing District (the "TIF District") therein (the Redevelopment Plan Modification and the TIF Plan are referred to collectively herein as the "Plans"); all pursuant to and in conformity with applicable law, including Minnesota Statutes, Sections 469.001 to 469.047 and Sections 469.174 to 469.1794, all inclusive, as amended, (the "Act") all as reflected in the Plans, and presented for the Council's consideration. 1.02. The HRA and City have investigated the facts relating to the Plans and have caused the Plans to be prepared. 1.03. The HRA and City will have performed all actions required by law to be performed prior to the establishment of the TIF District and the adoption and approval of the proposed Plans, including, but not limited to, notification of Hennepin County and Independent School District No. 273 having taxing jurisdiction over the property within the TIF District, a review of and written comment on the Plans by the City Planning Commission, approval of the Plans by the HRA on March 23, 2023, and the holding of a public hearing upon published notice as required by law. 1.04. Certain written reports (the ''Reports") relating to the Plans and to the activities contemplated therein have heretofore been prepared by staff and consultants and submitted to the Council and/or made a part of the City files and proceedings on the Plans. The Reports include data, information and/or substantiation constituting or relating to the basis for the other findings and determinations made in this resolution. The Council hereby confirms, ratifies and adopts the Reports, which are hereby incorporated into and made as fully a part of this resolution to the same extent as if set forth in full herein. 1.05. The City is not modifying the boundaries of the Project Area, but is, however, modifying the Redevelopment Plan to include activities related to the TIF District. Resolution 2023-25 Page 2 Section 2. Findings for the Adoption and Approval of the Redevelopment Plan Modification. 2.01. The Council approves the Redevelopment Plan Modification, and specifically finds that: (a) the land within the Project Area would not be available for redevelopment without the financial aid to be sought under this Redevelopment Plan; (b) the Redevelopment Plan, as modified, will afford maximum opportunity, consistent with the needs of the City as a whole, for the development of the Project Area by private enterprise; and (c) that the Redevelopment Plan, as modified, conforms to the general plan for the development of the City as a whole. Section 3. Findings for the Establishment of the TIF District. 3.01. The Council hereby finds that the TIF District is in the public interest and is a "redevelopment district" under Minnesota Statutes, Section 469.174, Subd. 10 of the Act. 3.02. The Council further finds that the proposed redevelopment would not occur solely through private investment within the reasonably foreseeable future and that the increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in the market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of the TIF District permitted by the TIF Plan. 3.03. The Council finds that the TIF Plan conforms to the general plan for the development or redevelopment of the City as a whole; and that the TIF Plan will afford maximum opportunity consistent with the sound needs of the City as a whole, for the redevelopment or development of the TIF District by private enterprise. 3.04. The Council further finds, declares and determines that the City made the above findings stated in this Section and has set forth the reasons and supporting facts for each determination in writing, attached hereto as Exhibit A. 3.05. The HRA elects to calculate fiscal disparities for the TIF District in accordance with Minnesota Statutes, Section 469.177, Subd. 3, clause b, which means the fiscal disparities contribution would be taken from inside the TIF District. Section 4. Public Purpose. 4.01. The adoption of the Plans conforms in all respects to the requirements of the Act and will help fulfill a need to develop an area of the City which is already built up, to provide employment opportunities, to improve the tax base and to improve the general economy of the State and thereby serves a public purpose. For the reasons described in Exhibit A, the City believes these benefits directly derive from the tax increment assistance provided under the TIF Plan. A private developer will receive only the assistance needed to make the development financially feasible. As such, any private benefits received by a property owner are incidental and do not outweigh the primary public benefits. Section 5. Approval and Adoption of the Plans. 5.01. The Plans, as presented to the Council on this date, including without limitation the findings and statements of objectives contained therein, are hereby approved, ratified, established, and adopted and shall be placed on file in the office of the HRA Executive Director. Resolution 2023-25 Page 3 5.02. The staff of the City, the City's advisors and legal counsel are authorized and directed to proceed with the implementation of the Plans and to negotiate, draft, prepare and present to this Council for its consideration all further plans, resolutions, documents and contracts necessary for this purpose. 5.03 The Auditor of Hennepin County is requested to certify the original net tax capacity of the TIF District, as described in the Plans, and to certify in each year thereafter the amount by which the original net tax capacity has increased or decreased; and the HRA is authorized and directed to forthwith transmit this request to the County Auditor in such form and content as the Auditor may specify, together with a list of all properties within the TIF District, for which building permits have been issued during the 18 months immediately preceding the adoption of this resolution. 5.04. The HRA Executive Director is further authorized and directed to file a copy of the Plans with the Commissioner of the Minnesota Department of Revenue and the Office of the State Auditor pursuant to Minnesota Statutes 469.175, Subd. 4a. The motion for the adoption of the foregoing resolution was duly seconded by Council member ______________________, and upon a vote being taken thereon, the following voted in favor thereof: _________________________________________________________________________________________ ________________________________________________________________________________________ and the following voted against the same: _________________________________________________ _________________________________________________________________________________________ Dated: April 18, 2023 Attest: Sharon Allison, City Clerk James B. Hovland, Mayor (Seal) Resolution 2023-25 Page 4 EXHIBIT A RESOLUTION NO. 2023-25 The reasons and facts supporting the findings for the adoption of the Tax Increment Financing Plan for the 72nd and France 2 Tax Increment Financing District, as required pursuant to Minnesota Statutes, Section 469.175, Subdivision 3 are as follows: 1. Finding that the 72nd and France 2 Tax Increment Financing District is a redevelopment district as defined in M.S., Section 469.174, Subdivision 10. The District consists of two (2) parcels within the Southeast Edina Redevelopment Project Area and their internal and external rights-of-way, abutting roadways and intersections, with plans for demolition and clearance of substandard buildings for the private redevelopment of underutilized property at 7200 and 7250 France Avenue. As identified by HRA Resolution 2022-08, parcels consisting of at least 70% of the area of the District were found to be occupied by buildings, streets, utilities, paved or gravel parking lots or other similar structures and more than 50% of the buildings in the District, not including outbuildings, were structurally substandard to a degree requiring substantial renovation or clearance within three years of the filing of the request for certification of the District. (See Appendix D of the TIF Plan.) 2. Finding that the proposed development, in the opinion of the City Council, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future and that the increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in the market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of the District permitted by the TIF Plan. The proposed development, in the opinion of the City, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future: This finding is supported by the fact that the activities proposed in the TIF Plan meets the City's objectives for redevelopment. The existing property contains substandard buildings whose renovation requires high costs related to demolition, remediation, site improvement, and construction of infrastructure. The redevelopment also requires substantial investment toward public improvements. The combination of limited amounts of property available for expansion adjacent to the existing redevelopment site and the public and private cost of financing the proposed improvements which are essential to the comprehensive redevelopment of the area, this project is feasible only through assistance, in part, from tax increment financing. The developer provided a proforma outlining project sources and uses as well as projected rent, vacancy and financing assumptions. City staff and the City’s advisors reviewed the information and have determined that the project is not feasible without assistance due to the anticipated rent levels and market returns not supporting the overall redevelopment costs for this site. The increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of the District permitted by the TIF Plan: This finding is justified on the grounds that the development intensity and tax base created on currently underutilized and declining property requires site and public improvement costs that are improbable without public assistance. Specifically, the costs of site preparation, Resolution 2023-25 Page 5 demolition, remediation, and public improvements to include infrastructure will add significantly to the total redevelopment cost of any development in this area. Site and public improvement costs necessary to sustain the approved density have made redevelopment infeasible without tax increment assistance. The City reasonably determines that no other redevelopment of similar scope is anticipated on this site without substantially similar assistance being provided to the development. Therefore, the City concludes as follows: a. The City's estimate of the amount by which the market value of the entire District will increase without the use of tax increment financing is $0. b. If the proposed development occurs, the total estimated increase in taxable market value will be $87,556,380. c. The present value of tax increments from the District for the maximum duration of the district permitted by the TIF Plan is estimated to be $13,401,752. d. Even if some development other than the proposed development were to occur, the Council finds that no alternative would occur that would produce a taxable market value increase greater than $74,154,628 (the amount in clause b less the amount in clause c) without tax increment assistance. 3. Finding that the TIF Plan for the 72nd and France 2 Tax Increment Financing District conforms to the general plan for the development or redevelopment of the municipality as a whole. The Planning Commission reviewed the TIF Plan on March 29, 2023 and approved Resolution PC-B-23-04 to provide written opinion affirming that the TIF Plan conforms to the general plans for the development and redevelopment of the City as a whole. 4. Finding that the Tax Increment Financing Plan for the 72nd and France 2 Tax Increment Financing District will afford maximum opportunity, consistent with the sound needs of the City as a whole, for the development of the Southeast Edina Redevelopment Project Area by private enterprise. Through the implementation of the TIF Plan, the City will provide an impetus for the redevelopment of substandard and underutilized property, construction of the new mixed-use private development which will result in increased employment within the City and the State of Minnesota, an increase in tax base, and add a high-quality development to the City. Resolution 2023-25 Page 6 STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) SS CITY OF EDINA ) CERTIFICATE OF CITY CLERK I, the undersigned duly appointed and acting City Clerk for the City of Edina do hereby certify that the attached is a true and correct copy of the Resolution duly adopted by the Edina City Council at its regular meeting of April 18, 2023, and as recorded in the Minutes of said regular meeting. WITNESS, my hand and seal of said City this ______ day of________________________, 2023. _______________________________ Sharon Allison, City Clerk April 18, 2023 Mayor Hovland and Edina City Council Bill Neuendorf, Economic Development Manager Resolution 2023-25 Establish 72nd and France 2 Tax Increment Financing District Information / Background: The City and Housing and Redevelopment Authority are considering entering into a contractual agreement with an affiliate of Edina-based Orion Investments to provide financial support using Tax Increment Financing (TIF) so that a wide array of public benefits can be delivered on property that is currently privately owned. A new TIF District is proposed to be established to enable public financing for these improvements. The redevelopment site is located at 7200-7250 France Avenue. The substandard office buildings have been demolished to remove hazardous conditions and to prepare the site for new construction. In February 2023, the site was rezoned as Planned Unit Development #16. This zoning allows an office building, a hotel or multifamily building and extensive site work to include new public realm spaces for circulation, gathering and landscaping. This project is anticipated to result in several new publicly accessible routes through the property that do not exist today. These new routes are designed to be consistent with the goals of the Greater Southdale Plan and are considered benefits to the general public. The construction of these routes are not included in the City’s regular budget or Capital Improvement Plan. The new public routes include: new north/south roadway for motor vehicles extending from Gallagher to 72nd – to enable drivers to access both properties without using France Ave. new north/south paved trail for bicyclists and pedestrians extending from Gallagher to 72nd that is separated from vehicle traffic new east/west sidewalk with boulevard along 72nd St reconstructed sidewalk with boulevard on Gallagher reconstructed sidewalk with boulevard along France Ave with Metro Transit bus stop new public plaza (Danila) with east/west sidewalk, landscaping and public art sculptures STAFF REPORT Page 2 two new public gathering spaces adjacent to the western landscaped area that serves as a shared stormwater basin new public gathering spaces along France Ave with seating, landscaping and streetscaping elements While the public will have access to these improvements, the responsibility to maintain and repair these areas rests with the developer and/or future property owner. Other than typical snow removal from the sidewalk along France Avenue, the City’s workload and budget will not be impacted by the future maintenance needs of these improvements. The project is also anticipated to deliver additional benefits that are consistent with the Comprehensive Plan, Sustainable Building Policy and TIF Policy including: new job opportunities new shared stormwater basin upgraded energy efficiency of both buildings to LEED Silver or equivalent efforts to provide additional employment and business opportunities for groups of people that have traditionally been underrepresented in the construction field new lodging tax by the future hotel new sales tax revenue by the future retail operations on the site This TIF Plan also would allow for a future pedestrian underpass or pedestrian bridge to allow convenient access across France Avenue to Centennial Lakes and the Promenade trail. While details of that type of improvement have not been finalized, this TIF Plan would allow the public easement areas to be modified in the future to allow this additional public benefit. Staff has met with the developer to understand the financial conditions that warrant consideration of public financing to deliver these benefits. Staff has also engaged legal and financial advisors at Ehlers Associates and Dorsey & Whitney to review the financial pro forma and provide input on the potential use of TIF for this project. Ehlers has scrutinized the financial pro forma and determined that the financial gap is approximately $7.5 million. Ehlers also confirmed that “but for” the use of TIF, this project will be unable to secure private financing. In February 2023, the HRA generally agreed with the general business terms proposed for the use of TIF on this site and authorized staff to prepare documentation for full consideration of a new TIF District. Tax Increment Financing (TIF) is one of the financial tools available to the City to encourage new investment in a manner that enhances the property tax base and achieves other community goals. TIF uses new property taxes (aka incremental taxes) that are generated by a new project to pay for some of the costs associated with the new project. The existing tax base continues to be distributed to the school, city, county and other taxing agencies. The use of TIF is governed by Minnesota Statutes that have evolved over several decades. These laws provide a number of protections to ensure that financial incentives are not over-used or mis-used. The City STAFF REPORT Page 3 of Edina has historically used TIF to a lesser extent than its peers. The City’s TIF Policy limits financial risk to the City and strives to maximize public benefits when TIF is used. In this case, staff recommends that the old “Housing” TIF District be terminated and replaced with a new “Redevelopment” TIF District so that the project can be financed and constructed. This recommendation is based on the following: District is located within the boundaries of the Southeast Edina Redevelopment Project Area Site qualifies as a new 25-year Redevelopment TIF District Boundaries include parcels at 7200-7250 France Avenue and adjacent streets Construction of PUD #16 can deliver many public benefits that would not otherwise be achieved as described earlier “But for” the use of TIF, this project would not be constructed and the public benefits would not be delivered Developer bears all financial risk associated with this project City does not incur maintenance or repair obligations on the new roadways and sidewalk beyond the current responsibilities established by City policy The site has been investigated by Stantec to ensure it qualifies per the Minnesota TIF regulations. Ehlers Associates, the City’s public finance advisor has prepared a Tax Increment Financing Plan to establish the parameters of the new TIF District. This Plan has been reviewed by the City’s special counsel for redevelopment matters – Dorsey & Whitney to ensure compliance with State Law. Draft copies of this TIF Plan have been distributed to affected taxing agencies, including the Edina School District and Hennepin County in accordance with the process identified in State Law. As of the writing of this staff report, no concerns have been expressed by these taxing agencies regarding the creation of the 72nd and France 2 TIF District. The Edina Housing and Redevelopment Authority approved this TIF Plan on March 23, 2023. The HRA approval was one of several steps in the consideration of a new TIF District. The TIF Plan was also presented to the Edina Planning Commission on March 29, 2023. Public input has been collected using the City’s typical channels: email, US postal service, voicemail and the Better Together Edina website. The in- person Public Hearing was conducted on April 4,2023. All of input will be considered before final action is taken on the proposed Resolution. Resolution 2023-25 has been prepared by Ehlers Associates and reviewed by Dorsey & Whitney. Please note that this Resolution only consents to the establishment of the new TIF District, including boundaries, scope, term and revenue collection. The TIF Redevelopment Agreement with the developer will be considered in a separate action. Staff recommends approval of Resolution 2023-25. The CITY ofEDINA Resolution 2023-25 Establish the 72nd and France 2 Tax Increment Financing District March 23, 2023 Edina HRA April 4, 2023 Public Hearing April 18, 2023 Edina City Council www.EdinaMN.gov The CITY ofEDINA 2 Requested Action -by Edina HRA and City Council A new Tax Increment Financing (TIF) District is proposed at 72nd & France. This TIF District is intended to support private redevelopment of two vacant commercial parcels in a manner that delivers several benefits to the general public. The Resolution will establish a TIF Plan that sets the boundaries, budget and duration of the TIF District. The TIF Plan also documents the qualifying conditions and confirms the “but for” test. Staff recommends approval of the Resolution. The CITY ofEDINABackground -Site Location 3 The CITY ofEDINA Photo Source: Minnesota Historic Society The Oscar Roberts Company 7200 France Ave Built 1967-69 Demolished 2022 Background -Former office buildings The Prestige Office Building 7250 France Ave Built 1972-74 Demolished 2022 4 The CITY ofEDINA 5Photo Source: Minnesota Historic Society 7250 France Ave. Source: Stantec Consulting; Existing conditions report dated Feb. 6, 2019 Conditions worsened significantly from 2019-2022 when the buildings were vacant Background -Substandard Conditions The CITY ofEDINA 6Photo Source: Minnesota Historic Society Background -Substandard Conditions Vacant Not safe for occupancy Temporary shoring Security fencing Heavy vandalism Frequent trespassing> 100 police calls annually over past 3 years The CITY ofEDINA 7Photo Source: Minnesota Historic Society Background -Substandard Conditions The CITY ofEDINA 8Photo Source: Minnesota Historic Society Background -Stormwater Conditions Stormwater collects on western portion of the property including drainage from neighboring properties The CITY ofEDINA 9Photo Source: Minnesota Historic Society Background -Previous Attempts to Redevelop 2014 2018 2016 2020 –21 Concepts only 2019 2017-18 The CITY ofEDINA 10 PUD Zoning and Phase 1 (7250) Site Approval February 7, 2023 Phase 2 (7200 site) entitlements anticipated 2023-2024 Approved Site Plan North 7200 7250 The CITY ofEDINA 11 Background -Community Vision & Plans Multi-modal Transportation Options -… improve access for pedestrians and bicyclists...” (SERP 3-4(4)) Mixed Use Development… support redevelopment that includes retail, housing and employment in walkable neighborhoods (SERP page 3-4(6)) Sustainability … protect the natural environment, promote energy efficiency, conserve natural resources and minimize impacts (Comp Plan pg 3-46) The CITY ofEDINA •Economic development financing tool used throughout the U.S. •Governed by Minnesota Statute •Enabled by City Council •“Tax Increment” Financing -uses growth in property tax base to fund private investment and public infrastructure 12 How TIF works Growth of Property Tax Base “Incremental Taxes” remain in TIF District Original + Market Value Taxes available to all agencies Original + Incremental Taxes available to all agencies Year 1 Year 25 Year 40+ $10.95M $98.5 M The CITY ofEDINA 13 How TIF works MN Statute allows TIF to be used to provide funding to attract private investment. TIF monies can be used for a variety of eligible expenses at the discretion of the local City Council. Edina’s TIF practice is to use TIF only when necessary. TIF should only reimburse a developer after projects are completed. The amount of TIF provided should be commensurate with the cost of elements that deliver long term public benefits. The CITY ofEDINA 14 TIF in Edina is used on a limited basis and to a lesser extent than neighboring cities How TIF works The CITY ofEDINA 15 How TIF works TIF in Edina is used on a limited basis and to a lesser extent than neighboring cities The CITY ofEDINA 16 Most Projects in Edina are Privately Funded Project Name(est. cost) TIF Pledge 6565 Medical & Parking ($31.6M)$0 66 West Apartments*yes* 70th & France sitework & parking yes Aria Apartments ($34.8M)$0 Aurora on France ($42.3M)$0 Bank of America ($4.3M)$0 Barrie Rd Medical Office $0 Bowers Residence $0 Fairview Southdale Hospital $0 Galleria Expansion ($22M)$0 Homewood Suites ($14.4M)$0 Lifetime Fitness ($26.5M)$0 Lifetime Work ($16.5M)$0 One Southdale Place ($36M)$0 Onyx Apartments ($44.9M)$0 RH Gallery ($15M)$0 Shake Shack ($1.8M)$0 Project Name(est. cost)ok TIF Pledge Amundson Flats*yes* Avidor Apartments ($30.5M)$0 Caribou Coffee ($1.2M)$0 Grandview road & pedestrian improvements ($6M)yes Maison Green Apartments & roadway improvements ($85M)yes 50th France Public Parking / Nolan Mains ($78M)yes 44th France parking / Lorient ($28M)yes Edina Flats ($2.6M)$0 View 44 Apartments $0 *Affordable Housing Project Name(est. cost)TIF Pledge Shoppes at Estelle ($2.8M)$0 Southdale Center Remodel ($45M)yes Southdale Transit Center ($0.9M)$0 4040 Flats Senior Apartments*yes* Millennium Apartments ($45.5M)$0 Starbucks ($0.8M)$0 Taco Bell ($0.8M)$0 Twin Cities Orthopedics ($28M)$0 Yorkshire Senior Living $0 Pentagon Village sitework, parking & plaza ($20+M)yes First Bank & Trust (TBD)$0 Fred Apartments $0 Marriott dual brand hotel (TBD)$0 Rise Apartments $0 Solhem Ph 2 Apts & new road yes Sound on 76th Apartments* ($23M)yes* The CITY ofEDINASteps to Establish TIF District 17 •Boundaries •Project Scope •Budget •Term •Qualifications •But-for Step 1)Create “District” •Private developments •Public improvements Step 2)Consider Funding for Specific Projects •4-year knock down •5-year construction •Annual reporting •Debt payments •De-certification Step 3) Monitoring & Compliance Action considered today Action considered separately Plan Commission HRA Board School / CountyPublic Hearing City Council HRA Board (anticipated April 18) City Council (anticipated April 18) The CITY ofEDINA •2 parcels •5 acres, extends to adjacent streets •Terminate the previous “Housing” District •Create new “Redevelopment” District •25 year term (2026-2051) •Original Tax Capacity = $217,506 •Projected Tax Capacity = $2,048,974 -Used to establish maximum budget 18 Proposed TIF Plan –location & duration The CITY ofEDINA Estimated Incremental Property Tax Collected •$34.0 million •Over 25 year term •With interest earnings •Excludes base taxes distributed to County, Schools, City, etc 19 Projected Uses of Tax Increment Funds •Acquisition $1.0 M •Site improvements $5.0 M (15%) •Utilities $1.5 M •Affordable Housing $3.5 M (10%) •Other Improvements $3.4 M (10%) •Administrative $2.5 M (7%) •Interest $17.1 M (50%) •Total $34.0 Million Page 10 of TIF Plan Proposed TIF Plan –Sources and Uses The CITY ofEDINA 20 Phase 1 All site work, all public realm benefits and 7250 office -Demolition: 2022 -Site prep: 2023 –2024 -Construction 2023-2025 -Occupancy: 2025 Phase 2 -Entitlements by 2024 -Remove temp. parking by 2025 -Construction anticipated 2024-2027 -Occupancy anticipated 2027 Phase 2 7200 Pad Proposed TIF Plan-Phased Development 7250 The CITY ofEDINA 21 •Demolition and site prep • New site work •Streetscape and landscape •Public realm areas •Stormwater area • 7250 office building • 7200 site prep Phase 2 7200 pad Proposed TIF Plan-Phase 1 Conditions The CITY ofEDINA 22 •All Phase 1 elements remain •7200 Hotel or Multi-Family or similar Ph 2 massing concept Proposed TIF Plan-Phase 2 Conditions The CITY ofEDINA 23 51% of 4.9 acre site is subject to permanent easements -Public sidewalks -Public plaza -Public roadway, sidewalks and trail -Stormwater 7200 (Ph 2) 7250 (Ph 1) Proposed TIF Plan-New Public Realm The CITY ofEDINA 24 France Ave frontage looking south Public plaza looking east Gallagher frontage looking northNorth-south public drive and sidewalk looking north Proposed TIF Plan-New Public Realm The CITY ofEDINA 25 •Redevelop with modern facilities that create jobs and add vitality to Greater Southdale •Create north-south road and bike/pedestrian trail between Gallagher and 72nd St as alternate to France Avenue •-secured with permanent public easement •-privately constructed •-privately maintained Proposed TIF Plan -Public benefits: new north/south roadway and trail The CITY ofEDINA •Streetscape, lighting, sidewalks, landscaping along France, Gallagher & 72nd •Permanent public easements (16,000 sq ft) •Privately constructed and privately maintained •City will continue to remove snow on France Ave sidewalk •Allow future Metro Transit bus stops 26 Proposed TIF Plan -Public benefits: new public realm & sidewalks The CITY ofEDINA •15,000 sq ft public plaza •Two public art sculptures at eastern and western ends •Secured by public easement •Privately owned and maintained •Art selected with community input •$100,000+ budget •Additional art elements incorporated into building as shown in plans •Agreeable to host future rotating public art displays (funded by others) 27 Proposed TIF Plan -Public benefits: new public plaza and public art The CITY ofEDINA •Two new public gathering spaces •Adjacent to natural area / stormwater basin •Secured by public easement •Privately owned and maintained •Seating and streetscape elements 28 Proposed TIF Plan -Public benefits: new public gathering areas The CITY ofEDINA 29 Proposed TIF Plan -Potential public benefits: pedestrian underpass •Two simultaneous redevelopment sites are possible •Unique opportunity to achieve below or above grade pedestrian / bicycle crossing •Shallow underpass seems to be most realistic •$4 to $6M approx cost •Open to public plazas on both sides of France Ave •Additional agreements anticipated with adjacent owners if this concept moves forward •Construction funded with TIF and other sources TBD •Maintenance TBDExample of pedestrian underpass and plaza in Chaska, MN The CITY ofEDINA 30 •Create dedicated stormwater management area for shared use of commercial and surrounding residential parcels •-approx. 44,000 sq ft •-secured with permanent easements •-privately constructed •-privately maintained •Landscaped with native plantings to create natural area with low environmental impact Proposed TIF Plan -Public benefits: new shared stormwater management The CITY ofEDINA 31 •Compliance with Edina’s new Sustainability Policy •-upgrade to LEED Silver or equivalent •-Electric Vehicle chargers •-Solar ready rooftops •Stormwater management for multiple properties Proposed TIF Plan -Public benefits: enhanced sustainability features The CITY ofEDINA 32 •Goals to be identified for each Phase •-15% of work awarded to qualified MBE and WBE companies •-25% of total job hours filled by BIPOC •-12% of total job hours filled by women •Good faith efforts required for each Phase •-Developer and contractors must make active efforts to achieve goals, monitor progress and report results •-$175,000 penalty if no effort made Image Source: Commercial Construction and Renovation Proposed TIF Plan -Public benefits: efforts toward equity and diversity goals The CITY ofEDINA 33 Proposed TIF Plan-Fiscal evaluation The growth in “Tax Capacity” within the District exceeds the average growth in the City by 10x. This property will lag City- wide growth until redeveloped. This proposal adds long- term tax base growth and will likely spark other investment in the Greater Southdale District. The CITY ofEDINAProposed TIF Plan-Fiscal evaluation 34 2051 TIF District Expires -$2.8 MM Cumulative Difference 2054 Break Even Point+$860,000 Annual Taxes Thereafter 7200-7250 France Site Tax Base Comparisons Estimated Market Value x Increase Adj. Net Tax Capacity x Increase Existing Site 10,950,300 142,016 Concept 1: Small Scale Redevelopment 25,200,000 2.3 328,096 2.3 Concept 2: Orion Phase I and II 68,506,680 6.3 893,618 6.3 In the long term, the local property taxes collected from the site (net of TIF) quickly outpaces the property taxes expected from a smaller scale development without TIF. The CITY ofEDINA In Conclusion: it is not reasonably expected that the proposed development with public realm benefits will be constructed without the use of Tax Increment Financing. •Site qualifies as a Redevelopment TIF District •Site plan consistent with the City’s general plans for redevelopment •Project capable of delivering many public benefits that would not otherwise be delivered •High construction costs creates a financial gap that that hinders the delivery of the new buildings and the new public benefits •Adequate incremental taxes anticipated to be generated to allow the project to proceed 35Appendix C of the TIF Plan Proposed TIF Plan –Findings gap The CITY ofEDINA 36 Recommended Action: Staff recommends that the Resolution be approved and that the new 72nd and France 2 TIF District be established. Public Hearing Date: April 4, 2023 Anticipated Adoption Date: April 18, 2023 Edina Housing and Redevelopment Authority City of Edina, Hennepin County, Minnesota Modification to the Redevelopment Plan Southeast Edina Redevelopment Project Area & Tax Increment Financing (TIF) Plan Establishment of 72nd and France 2 Tax Increment Financing District (a redevelopment district) BUILDING COMMUNITIES. IT’S WHAT WE DO. Prepared by: Ehlers 3060 Centre Pointe Drive Roseville, Minnesota 55113 TABLE OF CONTENTS Modification to the Redevelopment Plan for Southeast Edina Redevelopment Project Area 1 MUNICIPAL ACTION TAKEN 1 Tax Increment Financing Plan for the 72nd and France 2 Tax Increment Financing District 4 FOREWORD 4 STATUTORY AUTHORITY 4 STATEMENT OF OBJECTIVES 4 REDEVELOPMENT PLAN OVERVIEW 5 DESCRIPTION OF PROPERTY IN THE DISTRICT AND PROPERTY TO BE ACQUIRED 5 DISTRICT CLASSIFICATION 6 DURATION & FIRST YEAR OF DISTRICT’S TAX INCREMENT 6 ORIGINAL TAX CAPACITY, TAX RATE & ESTIMATED CAPTURED NET TAX CAPACITY VALUE/INCREMENT & NOTIFICATION OF PRIOR PLANNED IMPROVEMENTS 7 SOURCES OF REVENUE/BONDS TO BE ISSUED 8 USES OF FUNDS 9 FISCAL DISPARITIES ELECTION 10 ESTIMATED IMPACT ON OTHER TAXING JURISDICTIONS 11 SUPPORTING DOCUMENTATION 14 DISTRICT ADMINISTRATION 14 Appendix A: Map of Southeast Edina Redevelopment Project Area and the TIF District Appendix B: Estimated Cash Flow for the District Appendix C: Findings Including But/For Qualifications Appendix D: Redevelopment Qualifications for the District Appendix E: Stormwater Conditions Appendix F: Project Description Appendix G: Permit Research Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District Modification to the Redevelopment Plan for Southeast Edina Redevelopment Project Area The following text represents a Modification to the Redevelopment Plan for Southeast Edina Redevelopment Project Area. This modification is a continuation of the goals and objectives set forth in the Redevelopment Plan for Southeast Edina Redevelopment Project Area originally adopted September 29, 1977, and modified from time to time. Generally, the substantive changes include the establishment of the 72nd and France 2 Tax Increment Financing District. MUNICIPAL ACTION TAKEN Based upon the statutory authority described in the Redevelopment Plan, the public purpose findings by the City Council and for the purpose of fulfilling the City’s development objects as set forth in the Redevelopment Plan, the City Council has created, established and designated the Southeast Edina Redevelopment Plan pursuant to and in accordance with the requirements of Minnesota Statutes, Section 469.001 to 469.047. The original and amended Southeast Edina Redevelopment Plan documents designated the Southeast Edina Redevelopment Plan as a redevelopment project and also a tax increment financing plan for tax increment districts created prior to 1988. The Centennial Lakes Tax Increment Financing District was created in 1988 pursuant to Tax Increment Financing Plan 88-1, which was subsequently renamed the Centennial Lakes Tax Increment District and referred to by Hennepin County as District #1203 and #1249. For purposes of clarification, this modification will refer to the Southeast Edina Redevelopment Plan as the Southeast Edina Redevelopment Project Area Plan pursuant to Minnesota Statutes 469.002. The following municipal action has been taken with regard to the Southeast Edina Redevelopment Project Area Plan: September 29, 1977: The Housing and Redevelopment Authority of Edina (the “HRA”) approved the Southeast Edina Redevelopment Project Area Plan. October 5, 1981: The Southeast Edina Redevelopment Project Area Plan was amended to identify project costs and bonded indebtedness incurred to finance those costs. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 2 May 6, 1985: The HRA and the City approved an amendment to the Southeast Edina Redevelopment Project Area Plan which establishes an interest reduction program and enlarges the project area to include the “1985 Project Area.” August 19, 1985: The HRA and the City approved the First Amendment to the 1985 Amendment to the Southeast Edina Redevelopment Project Area Plan to enlarge the 1985 Project Area and authorize the issuance of additional bonds to acquire land within the enlarged 1985 Project Area. 1987: The HRA and City approved the 1987 Amendments to the Southeast Edina Redevelopment Plan to enlarge the project area to include the 1987 Project Area. 1988: The HRA and City approved the 1988 Amendments to the Southeast Edina Redevelopment Plan to provide an Interest Reduction Program in the amount of $2,500,000 to assist in the financing and construction of housing units and authorize the HRA and City to incur additional bonded indebtedness. February 21, 2012: The HRA and City expand the Southeast Edina Project Area. April 17, 2012: The HRA and City establish the Southdale 2 Tax Increment Financing District. February 18, 2014: The HRA and City establish the Pentagon Park Tax Increment Financing District. March 2, 2016: The HRA and City establish the Grandview 2 Tax Increment Financing District. April 5, 2016: The HRA and City modify the Tax Increment Financing Plan for the Southdale 2 Tax Increment Financing District and establish the 66 West Tax Increment Financing District. June 20, 2017: The HRA and City establish the 50th and France 2 Tax Increment Financing District. October 16, 2018: The HRA and City establish the 44th and France 2 Tax Increment Financing District. November 20, 2018: The HRA and City modify the Tax Increment Financing Plan for the Southdale 2 Tax Increment Financing District to increase the TIF Budget and enable special legislative pooling authority for affordable housing. November 20, 2018: The HRA and City also establish the West 76th Street Tax Increment Financing District. March 19, 2019: The HRA and City establish the 72nd and France Tax Increment Financing District. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 3 December 17, 2019: The HRA and City modify the Tax Increment Financing Plan for the Southdale 2 Tax Increment Financing District to designate property to be acquired and establish the Amundson Avenue Tax Increment Financing District. August 4, 2021: The HRA and City establish the 4040 West 70th Street Tax Increment Financing District. September 9, 2021: The HRA and City modify the Tax Increment Financing Plan for the Southdale 2 Tax Increment Financing District to increase the estimated project costs expected to be paid or financed with tax increment from the Southdale 2 TIF District, to include affordable housing project costs. October 19, 2021: The HRA and City establish the Eden / Willson Redevelopment Tax Increment Financing District. March 22, 2022: The HRA and City establish the 70th and France Renewal and Renovation Tax Increment Financing District. (As Modified April 18, 2023) April 18, 2023: The HRA and City establish the 72nd and France 2 Tax Increment Financing District. For further information, a review of the Redevelopment Plan for Southeast Edina Redevelopment Project Area, is recommended. It is available from the HRA Executive Director at the City of Edina. Other relevant information is contained in the Tax Increment Financing plans for the Tax Increment Financing Districts located within Southeast Edina Redevelopment Project Area. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 4 Tax Increment Financing Plan for the 72nd and France 2 Tax Increment Financing District FOREWORD The Edina Housing and Redevelopment Authority (the "HRA"), the City of Edina (the "City"), staff and consultants have prepared the following information to expedite the Establishment of the 72nd and France 2 Tax Increment Financing District (the "District"), a redevelopment tax increment financing district, located in Southeast Edina Redevelopment Project Area. STATUTORY AUTHORITY Within the City, there exist areas where public involvement is necessary to cause development or redevelopment to occur. To this end, the HRA and City have certain statutory powers pursuant to Minnesota Statutes ("M.S."), Sections 469.001 - 469.047, inclusive, as amended (the “HRA Act”), and M.S., Sections 469.174 to 469.1794, inclusive, as amended (the "TIF Act"), to assist in financing public costs related to this project. This section contains the Tax Increment Financing Plan (the "TIF Plan") for the District. Other relevant information is contained in the Modification to the Redevelopment Plan for Southeast Edina Redevelopment Project Area, originally adopted September 29, 1977, and modified from time to time. STATEMENT OF OBJECTIVES The District currently consists of two (2) parcels of land inclusive of adjacent street and internal rights-of-way and intersections depicted within the map contained in Appendix A. The District is being created to facilitate the private redevelopment of two vacant and obsolete commercial buildings into a new mixed-use development with supporting parking and public infrastructure improvements as more fully described in Appendix E. The HRA anticipates entering into an agreement with 7250 France Group, LLC or an affiliate entity as the developer. Development is anticipated to begin in 2023 and is anticipated to be constructed in two phases with completion by 2027. This TIF Plan is expected to achieve many of the objectives outlined in the Redevelopment Plan. The activities contemplated in the Redevelopment Plan and the TIF Plan do not preclude the undertaking of other qualified development or redevelopment activities. These activities are anticipated to occur over the life of Southeast Edina Redevelopment Project Area and the District. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 5 REDEVELOPMENT PLAN OVERVIEW Pursuant to the Redevelopment Plan and authorizing state statutes, the HRA or City is authorized to undertake the following activities in the District: 1. Property to be Acquired - Selected property located within the District may be acquired by the HRA or City and is further described in this TIF Plan. 2. Relocation - Relocation services, to the extent required by law, are available pursuant to M.S., Chapter 117 and other relevant state and federal laws. 3. Upon approval of a developer's plan relating to the project and completion of the necessary legal requirements, the HRA or City may sell to a developer selected properties that it may acquire within the District or may lease land or facilities to a developer. 4. The HRA or City may perform or provide for some or all necessary acquisition, construction, relocation, demolition, and required utilities and public street work within the District. DESCRIPTION OF PROPERTY IN THE DISTRICT AND PROPERTY TO BE ACQUIRED The District encompasses all property identified by the parcels listed below inclusive of adjacent rights-of-way, abutting roadways and intersections. Parcel number Address Owner 31-028-24-14-0001 7200 France Ave S France Property Partners Llc 31-028-24-14-0015 7250 France Ave S 7250 France Group Llc Please also see the map in Appendix A for further information on the location of the District. The HRA or City may acquire any parcel within the District including interior and adjacent street or other rights of way. Any properties identified for acquisition will be acquired by the HRA or City only in order to accomplish one or more of the following: storm sewer improvements; provide land for needed public streets, utilities, bridge, tunnel, underpass and other facilities; and carry out land acquisition, site improvements, clearance and/or development to accomplish the uses and objectives set forth in this plan. The HRA or City may acquire property by gift, dedication, condemnation or direct purchase from willing sellers in order to achieve the objectives of this TIF Plan. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 6 Such acquisitions will be undertaken only when there is assurance of funding to finance the acquisition and related costs. DISTRICT CLASSIFICATION The HRA and City, in determining the need to create a tax increment financing district in accordance with the TIF Act, find that the District, to be established, is a redevelopment district pursuant to M.S., Section 469.174, Subd. 10(a)(1). In meeting the statutory criteria, the HRA and City rely on the following facts and findings: $ The District consists of two (2) parcels. $ An inventory shows that parcels consisting of more than 70% of the area in the District are occupied by buildings, streets, utilities, paved or gravel parking lots or other similar structures. $ An inspection of the buildings located within the District finds that more than 50% of the buildings are structurally substandard as defined in the TIF Act. (See Appendix D). Pursuant to M.S., Section 469.176, Subd. 7, the District does not contain any parcel or part of a parcel that qualified under the provisions of M.S., Sections 273.111, 273.112, or 273.114 or Chapter 473H for taxes payable in any of the five calendar years before the filing of the request for certification of the District. DURATION & FIRST YEAR OF DISTRICT’S TAX INCREMENT Pursuant to M.S., Section 469.175, Subd. 1, and Section 469.176, Subd. 1, the duration and first year of tax increment of the District must be indicated within the TIF Plan. Pursuant to M.S., Section 469.176, Subd. 1b., the duration of the District will be 25 years after receipt of the first increment by the HRA or City (a total of 26 years of tax increment). The HRA or City elects to receive the first tax increment in 2026, which is no later than four years following the year of approval of the District. Thus, it is estimated that the District, including any modifications of the TIF Plan for subsequent phases or other changes, would terminate after 2051, or when the TIF Plan is satisfied. The HRA or City reserves the right to decertify the District prior to the legally required date. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 7 ORIGINAL TAX CAPACITY, TAX RATE & ESTIMATED CAPTURED NET TAX CAPACITY VALUE/INCREMENT & NOTIFICATION OF PRIOR PLANNED IMPROVEMENTS Pursuant to M.S., Section 469.174, Subd. 7 and M.S., Section 469.177, Subd. 1, the Original Net Tax Capacity (ONTC) as certified for the District will be based on the market values placed on the property by the assessor in 2022 for taxes payable 2023. Pursuant to M.S., Section 469.177, Subds. 1 and 2, the County Auditor shall certify in each year (beginning in the payment year 2026) the amount by which the original value has increased or decreased as a result of: 1. Change in tax exempt status of property; 2. Reduction or enlargement of the geographic boundaries of the District; 3. Change due to adjustments, negotiated or court-ordered abatements; 4. Change in the use of the property and classification; 5. Change in state law governing class rates; or 6. Change in previously issued building permits. In any year in which the current Net Tax Capacity (NTC) value of the District declines below the ONTC, no value will be captured and no tax increment will be payable to the HRA or City. The original local tax rate for the District will be the local tax rate for taxes payable 2023, assuming the request for certification is made before June 30, 2023. The final rates for 2023 were not available at the time the District was established. The estimated ONTC and the Original Local Tax Rate for the District appear in the table below. Pursuant to M.S., Section 469.174 Subd. 4 and M.S., Section 469.177, Subd. 1, 2, and 4, the estimated Captured Net Tax Capacity (CTC) of the District, within Southeast Edina Redevelopment Project Area, upon completion of the District, will annually approximate tax increment revenues as shown in the table below. The HRA and City request 100% of the available increase in tax capacity be used for repayment of the obligations of the HRA or City and current expenditures, beginning in the tax year payable 2026. The Project Tax Capacity (PTC) listed is an estimate of values when the District is completed. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 8 Estimated Project Tax Capacity (PTC) upon completion 2,048,974 Less: Estimated Original Net Tax Capacity (ONTC) 217,506 Less: Fiscal Disparities Contribution 367,062 Estimated Captured Tax Capacity (CTC) 1,464,406 Original Local Tax Rate 98.9070% Pay 2023 Prelim. Estimated Annual Tax Increment $1,448,400 Percent Retained by the HRA 100% Project Tax Capacity Note: Estimated PTC includes a 1.0% inflation factor for the duration of the District and is the estimated tax capacity of the District in year 26. The tax capacity of the District in year one is estimated to be $1,127,020. Pursuant to M.S., Section 469.177, Subd. 4, the HRA shall, after a due and diligent search, accompany its request for certification to the County Auditor or its notice of the District enlargement pursuant to M.S., Section 469.175, Subd. 4, with a listing of all properties within the District or area of enlargement for which building permits have been issued during the eighteen (18) months immediately preceding approval of the TIF Plan by the municipality pursuant to M.S., Section 469.175, Subd. 3. The County Auditor shall increase the original net tax capacity of the District by the net tax capacity of improvements for which a building permit was issued. The City has reviewed the area to be included in the District and found that some building permits have been issued during the 18 months immediately preceding approval of the Plan by the City. The permits were issued for demolition of the buildings. Although the total estimated valuation of the permits is $669,694, the permitted activity is not expected to increase the original net tax capacity. Please see Appendix F for the building permits that were issued. SOURCES OF REVENUE/BONDS TO BE ISSUED The total estimated tax increment revenues for the District are shown in the table below: SOURCES Tax Increment (26 years of collection) 32,346,151$ Interest 1,617,307 TOTAL 33,963,458$ Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 9 The costs outlined in the Uses of Funds will be financed primarily through the annual collection of tax increments. The HRA or City reserves the right to incur bonds or other indebtedness as a result of the TIF Plan. As presently proposed, the projects within the District will be financed by one or more pay- as-you-go notes. Any refunding amounts will be deemed a budgeted cost without a formal modification to this TIF Plan. This provision does not obligate the HRA or City to incur debt. The HRA or City will issue bonds or incur other debt only upon the determination that such action is in the best interest of the City. The HRA or City may issue bonds (as defined in the TIF Act) secured in whole or in part with tax increments from the District in a maximum principal amount of $16,870,078. This figure represents the maximum amount supportable by the anticipated tax increment cashflow at an assumed 6.50% interest rate. Such bonds may be in the form of pay-as-you-go notes, revenue bonds or notes, general obligation bonds, or interfund loans. This estimate of total bonded indebtedness is a cumulative statement of authority under this TIF Plan as of the date of approval. USES OF FUNDS Currently under consideration for the District is a proposal to facilitate the private redevelopment of two vacant and substandard commercial properties into a new mixed-use commercial and/or residential development with supporting parking and public infrastructure improvements. The HRA and City have determined that it will be necessary to provide assistance to the project(s) for certain District costs, as described herein. The HRA has studied the feasibility of the development or redevelopment of property in and around the District. To facilitate the establishment and development or redevelopment of the District, this TIF Plan authorizes the use of tax increment financing to pay for the cost of certain eligible expenses. The estimate of public costs and uses of funds associated with the District is outlined in the following table. These estimates establish the maximum amount permitted to be expended, but the HRA and City is not obligated to expend the full amount. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 10 USES Land/Building Acquisition 1,000,000$ Site Improvements/Preparation 5,000,000 Affordable Housing*3,500,000 Utilities 1,500,000 Other Qualifying Improvements**3,370,078 Administrative Costs 2,500,000 PROJECT COSTS TOTAL 16,870,078$ Interest 17,093,380 PROJECT AND INTEREST COSTS TOTAL 33,963,458$ * Affordable Housing may not occur if the site plan for Phase 2 of the project designates a hotel use. However, other affordable housing could be funded through future pooling if sufficient increment is available. ** Includes costs of streets, roads, sidewalks, bridge, tunnel, underpass or similar improvements available for public use. The total project cost, including financing costs (interest) listed in the table above does not exceed the total projected tax increments for the District as shown in the Sources of Revenue section. Estimated costs associated with the District are subject to change among categories without a modification to the TIF Plan. The cost of all activities to be considered for tax increment financing will not exceed, without formal modification, the budget above pursuant to the applicable statutory requirements. Pursuant to M.S., Section 469.1763, Subd. 2, no more than 25% of the tax increment paid by property within the District will be spent on activities related to development or redevelopment outside of the District but within the boundaries of Southeast Edina Redevelopment Project Area, (including administrative costs, which are considered to be spent outside of the District) subject to the limitations as described in the TIF Plan. Pursuant to M.S., Section 469.1763, Subd. 2(d), the HRA and City may elect to increase by up to ten percentage points the permitted amount of expenditures for activities located outside the geographic area of the District. The HRA and City intend to pool tax increment paid by property within the District to be used to assist housing that meets the requirements contained in M.S., Section 469.1763, Subd. 2(d). FISCAL DISPARITIES ELECTION Pursuant to M.S., Section 469.177, Subd. 3, the HRA or City may elect one of two methods to calculate fiscal disparities contribution of commercial-industrial net tax capacity from the District. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 11 The HRA will choose to calculate fiscal disparities by clause b (inside the District). ESTIMATED IMPACT ON OTHER TAXING JURISDICTIONS The estimated impact on other taxing jurisdictions described herein assumes that the redevelopment contemplated by the TIF Plan would occur without the creation of the District. However, the HRA or City has determined that such development or redevelopment would not occur "but for" tax increment financing and that, therefore, the fiscal impact on other taxing jurisdictions is $0. The estimated fiscal impact of the District would be as follows if the "but for" test was not met: Entity Preliminary 2022/ Pay 2023 Total Net Tax Capacity Estimated Captured Tax Capacity (CTC) upon completion Percent of CTC to Entity Total Hennepin County 2,486,081,130 1,464,406 0.0589% City of Edina 172,325,185 1,464,406 0.8498% ISD 273 (Edina Public Schools)139,227,123 1,464,406 1.0518% Impact on Tax Base if "But/For" Not Met Entity Preliminary Pay 2023 Extension Rate Percent of Total Rate CTC Potential Annual Taxes Hennepin County 34.8050% 35.19% 1,464,406 $ 509,687 City of Edina 28.1720% 28.48% 1,464,406 412,553 ISD 273 (Edina Public Schools)28.0670% 28.38% 1,464,406 411,015 Other 7.8630% 7.95% 1,464,406 115,146 98.9070% 100.00% $1,448,400 Impact on Tax Rates if "But/For" Not Met The estimates listed above display the estimated CTC after construction and the District is completed. The tax rate used for calculations is the Preliminary Pay 2023 rate as obtained from Hennepin County. The total net capacity for the entities listed above are based on Preliminary Pay 2023 figures provided by Hennepin County. The District will be certified under the Final Pay 2023 rates, which were unavailable at the time this TIF Plan was prepared. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 12 Pursuant to M.S., Section 469.175 Subd. 2(b): (1) Estimate of total tax increment. It is estimated that the total amount of tax increment that will be generated over the life of the District is $32,346,151; (2) Probable impact of the District on city provided services and ability to issue debt. An impact of the District on police protection is expected as it is with any new development on a vacant site. New developments add an increase in traffic and additional overall demands to the call load. The addition of a new office building to the Southdale area is estimated to increase police call volume by 18- 36 calls per year. The addition of a new multifamily building likely brings an additional 50 calls per year. Alternatively, a new hotel may bring up to 120 calls depending on the type of hotel constructed. The City does not expect that the proposed redevelopment, in and of itself, will necessitate new capital investment in vehicles or facilities. The new development is estimated to add some fraction amount of operating costs estimated at $45,000 per year, but this amount will be partially offset by the removal of the existing buildings which has been a hazardous environment for an extended period of time and which has required intervention by the police on multiple occasions. The probable impact of the District on Fire/EMS services is not expected to be significant. New, fully sprinklered, non-age restricted apartment or mixed-use commercial office buildings are expected to generate approximately 21 to 28 calls annually and be of superior construction that is compliant with the latest building codes and have superior fire protection systems. Prior to redevelopment, the buildings being eliminated by the new development have public safety concerns that include: several unprotected old buildings that were non-sprinklered and had standpipes only. The City does not expect that the proposed development, in and of itself, will necessitate additional staffing or new capital investment in vehicles or facilities. The impact of the District on public infrastructure is expected to be minimal. The redevelopment is not expected to significantly impact any traffic movements external to the area and the redevelopment will provide most of the necessitated road and utility infrastructure improvements as part of the private development costs. The redevelopment also includes shared stormwater retention basin to serve the site as well as adjacent residential properties. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 13 The city’s current infrastructure for sanitary sewer and water will be able to handle the additional volume generated from the proposed development, but the City anticipates the addition of a looped watermain paid from the City’s water utility fund will benefit the area. Based on the redevelopment plans, there are no additional City costs associated with street maintenance, sweeping, plowing, lighting and sidewalks. The redevelopment is expected to contribute an estimated $288,936 to $782,726 in Metropolitan Council sanitary sewer (SAC) and city sanitary sewer and water fees. The probable impact of any District general obligation debt issuance on the City’s ability to issue debt for general fund purposes is expected to be minimal. As presently proposed, it is not anticipated that there will be any general obligation debt issued in relation to this redevelopment. Any such issuance, if considered, would not be expected to require the City’s general revenue support and would not apply to the City's debt limit. (3) Estimated amount of tax increment attributable to school district levies. It is estimated that the amount of tax increments over the life of the District that would be attributable to school district levies, assuming the school district's share of the total local tax rate for all taxing jurisdictions remained the same, is $9,178,920. The amount is calculated by multiplying the total estimated increment of $31,346,151 by the school district’s percent of the proportionate share of the total tax rate, or 28.38%; (4) Estimated amount of tax increment attributable to county levies. It is estimated that the amount of tax increments over the life of the District that would be attributable to county levies, assuming the county's share of the total local tax rate for all taxing jurisdictions remained the same, is $11,382,488 The amount is calculated by multiplying the total estimated increment of $32,346,151 by the county’s percent of the proportionate share of the total tax rate, or 35.19%; (5) Additional information requested by the county or school district. The City is not aware of any standard questions in a county or school district written policy regarding tax increment districts and impact on county or school district services. The county or school district must request additional information pursuant to M.S., Section 469.175 Subd. 2(b) within 15 days after receipt of the tax increment financing plan. At this time, no requests for additional information from the county or school district regarding the proposed redevelopment for the District have been received. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District 14 SUPPORTING DOCUMENTATION Pursuant to M.S., Section 469.175, Subd. 1 (a), clause 7 this TIF Plan must contain identification and description of studies and analyses used to make the determination set forth in M.S., Section 469.175, Subd. 3, clause (b)(2) and the findings are required in the resolution approving the District. (i) In making said determination, reliance has been placed upon (1) written representation made by the Developer to such effects, (2) review of the Developer’s anticipated proforma; and (3) City staff awareness of the feasibility of developing the project site within the District, which is further outlined in the City Council resolution approving the establishment of the District and Appendix C. (ii) A comparative analysis of estimated market value both with and without establishment of the District and the use of tax increments has been performed. Such analysis is included with the cashflow in Appendix B and indicates that the increase in estimated market value of the proposed redevelopment (less the indicated subtractions) exceeds the estimated market value of the site absent the establishment of the District and the use of tax increments. DISTRICT ADMINISTRATION Administration of the District will be handled by the HRA Executive Director and Economic Development Manager. Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District Appendix A: Map of Southeast Edina Redevelopment Project Area and the TIF District ¹º¹º ¹º ñ ñ ñ ¹º ¹º ¹º ¹º ¹º ñ ¹º ñ ñ ñTRACY AVEVERN ON AVEWOODDALE AVEHANSEN RD70TH ST W FRANCE AVE SGLEASONRDEdinaCommunityCenter City Hall Southview Jr High NormandaleElementary Concord School Cornelia School Southdale Library FireStation Public Works & Park Maintenance Creek Valley School FireStation Valley ViewJr High Edina High School Countryside School Highland School PublicLibrary M innehahaCree kNineMileCree k Nine MileCreek §¨¦494 RICHFIELD MINNEAPOLIS UV100 UV100 UV62 £¤169 §¨¦494 72nd & France 2 Canadian Pacific RailroadCanadian Pacific RailroadBLAKE RDSCHAEFER RDV E RN O N AV E CAHILL RD66TH ST W INTERLACHEN BLVD MALONEY AVE 44 T H ST W 50TH ST W 54TH ST W 58TH ST W 70TH ST W 76TH ST W DEWEY HILL RD VALLEY VIEW RD VALLEY VIEW RD 78TH ST W £¤169 UV62 February 2023 ±72nd & France 2 TIF District Southeast Edina Redevelopment Project Area 0 2,100 Feet FRANCE AVE72ND ST W GALLAGHER DR 3102824140001 3102824140015LYNMAR LN±72nd and France 2 TIF District 0 100 Feet Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District Appendix B: Estimated Cash Flow for the District Page B-1 72nd and France 2 RedevelopmentCity of Edina, MN Phase I: Multi-tenant office building Phase II: 150-unit Hotel or Multifamily building ASSUMPTIONS AND RATESDistrictType:RedevelopmentDistrict Name/Number:TBDCounty District #:TBDExempt Class Rate (Exempt)0.00%First Year Construction or Inflation on Value2024Commercial Industrial Preferred Class Rate (C/I Pref.)Existing District - Specify No. Years RemainingFirst $150,0001.50%Inflation Rate - Every Year:1.00%Over $150,0002.00%Interest Rate:6.50%Commercial Industrial Class Rate (C/I)2.00%Present Value Date:1-Aug-24Rental Housing Class Rate (Rental)1.25%First Period Ending1-Feb-25Affordable Rental Housing Class Rate (Aff. Rental)Tax Year District was Certified:Pay 2023First $100,000 0.75%Cashflow Assumes First Tax Increment For Development: 2026 Over $100,000 0.25%Years of Tax Increment 26 Non-Homestead Residential (Non-H Res. 1 Unit)Assumes Last Year of Tax Increment2051First $500,0001.00%Fiscal Disparities Election [Outside (A), Inside (B), or NA]Inside(B)Over $500,0001.25%Incremental or Total Fiscal DisparitiesIncrementalHomestead Residential Class Rate (Hmstd. Res.)Fiscal Disparities Contribution Ratio34.7030% Pay 2023 Prelim.First $500,0001.00%Fiscal Disparities Metro-Wide Tax Rate133.6670% Pay 2023 Prelim.Over $500,0001.25%Maximum/Frozen Local Tax Rate: 98.907% Pay 2023 Prelim.Agricultural Non-Homestead1.00%Current Local Tax Rate: (Use lesser of Current or Max.)98.907% Pay 2023 Prelim.State-wide Tax Rate (Comm./Ind. only used for total taxes)34.0000% Pay 2023 Prelim.Market Value Tax Rate (Used for total taxes)0.22160% Pay 2023 Prelim.Building Total PercentageTax Year Property CurrentClassAfterLandMarket Market Of Value Used OriginalOriginalTaxOriginalAfterConversionPIDOwner Address Market Value ValueValue for District Market Value Market Value Class Tax Capacity Conversion Orig. Tax Cap.131-028-24-14-00017200 France Ave S6,668,300 1,000 6,669,300100% 6,669,300 Pay 2023 C/I Pref.132,636 C/I Pref.132,636 II231-028-24-14-00157250 France Ave S4,280,000 1,000 4,281,000100% 4,281,000 Pay 2023 C/I Pref.84,870 C/I Pref.84,870 I10,948,300 2,000 10,950,30010,950,300 217,506217,506Note:1. Base values are for pay 2023 based upon review of County website on February 28,2023.2. Located in SD # 273 and WS # 1.Area/ PhaseTax Rates BASE VALUE INFORMATION (Original Tax Capacity)Page B-2 72nd and France 2 RedevelopmentCity of Edina, MN Phase I: Multi-tenant office building Phase II: 150-unit Hotel or Multifamily building Estimated Taxable Total Taxable Property Percentage Percentage Percentage Percentage First YearMarket Value Market Value Total Market Tax Project Project Tax Completed Completed Completed Completed Full TaxesArea/Phase New Use Per Sq. Ft./Unit Per Sq. Ft./Unit Sq. Ft./UnitsValueClass Tax Capacity Capacity/Unit 2024202520262027PayableIOffice360360 138,213 49,756,680 C/I Pref. 994,3847 100%100%100%100%2026IIApartments 325,000325,000 150 48,750,000 Rental609,3754,063 22%100%100%100%2027TOTAL98,506,680 1,603,759 Subtotal Residential150 48,750,000 609,375 Subtotal Commercial/Ind.138,213 49,756,680 994,384 Note:TotalFiscal LocalLocalFiscal State-wide MarketTaxDisparitiesTax Property Disparities PropertyValueTotalTaxes PerNew Use Capacity Tax Capacity CapacityTaxesTaxesTaxesTaxesTaxes Sq. Ft./UnitOffice994,384 345,081649,303642,206 461,259 337,325110,261 1,551,05111.22Apartments 609,3750609,375602,71500108,030710,745 4,738.30TOTAL1,603,759345,0811,258,6781,244,920461,259337,325218,2912,261,796Note: 1. Taxes and tax increment will vary significantly from year to year depending upon values, rates, state law, fiscal disparities and other factors which cannot be predicted.Total Property Taxes 2,261,796Current Market Value - Est. 10,950,300less State-wide Taxes (337,325)New Market Value - Est. 98,506,680less Fiscal Disp. Adj. (461,259) Difference 87,556,380less Market Value Taxes (218,291)Present Value of Tax Increment 13,401,752less Base Value Taxes (140,473) Difference 74,154,628Annual Gross TIF 1,104,448Value likely to occur without Tax Increment is less than:74,154,628 WHAT IS EXCLUDED FROM TIF?MARKET VALUE BUT / FOR ANALYSISTAX CALCULATIONSPROJECT INFORMATION (Project Tax Capacity)1. Market values are based upon preliminary estimates from the assessor's office and comparable properties in the area. The projection assumes that the 7200 Parcel is ultimately developed as approximately 150 units of multifamily housing as allowed in the overall site plan approvals. If the 7200 Parcel is developed as a hotel (as also allowed in the overall site plan approvals), the actual incremental property taxes will be lower. For purposes of this TIF Plan, the higher estimate is used to set the budget.Page B-3 72nd and France 2 RedevelopmentCity of Edina, MN Phase I: Multi-tenant office building TAX INCREMENT CASH FLOWProject Original Fiscal CapturedLocal Annual Semi-Annual State Admin. Semi-Annual Semi-Annual PERIOD% of TaxTax Disparities TaxTax Gross Tax Gross Tax AuditoratNet Tax Present ENDING Tax PaymentOTC Capacity Capacity Incremental CapacityRate Increment Increment 0.36%10% Increment Value Yrs. Year Date- - - - 02/01/25- - - - 08/01/25- - - - 02/01/26100% 1,127,020 (217,506) (269,600) 639,914 98.907% 632,920 316,460 (1,139) (31,532) 283,788 249,709 0.5 2026 08/01/26100% 1,127,020 (217,506) (269,600) 639,914 98.907% 632,920 316,460 (1,139) (31,532) 283,788 491,558 1 2026 02/01/27100% 1,613,702 (217,506) (273,051) 1,123,146 98.907% 1,110,870 555,435 (2,000) (55,344) 498,092 902,679 1.5 2027 08/01/27100% 1,613,702 (217,506) (273,051) 1,123,146 98.907% 1,110,870 555,435 (2,000) (55,344) 498,092 1,300,858 2 2027 02/01/28100% 1,629,839 (217,506) (276,536) 1,135,797 98.907% 1,123,383 561,692 (2,022) (55,967) 503,703 1,690,848 2.5 2028 08/01/28100% 1,629,839 (217,506) (276,536) 1,135,797 98.907% 1,123,383 561,692 (2,022) (55,967) 503,703 2,068,563 3 2028 02/01/29100% 1,646,138 (217,506) (280,056) 1,148,576 98.907% 1,136,022 568,011 (2,045) (56,597) 509,369 2,438,504 3.5 2029 08/01/29100% 1,646,138 (217,506) (280,056) 1,148,576 98.907%1,136,022 568,011 (2,045) (56,597) 509,369 2,796,800 4 2029 02/01/30100% 1,662,599 (217,506) (283,612) 1,161,482 98.907% 1,148,787 574,393 (2,068) (57,233) 515,093 3,147,717 4.5 2030 08/01/30100% 1,662,599 (217,506) (283,612) 1,161,482 98.907% 1,148,787 574,393 (2,068) (57,233) 515,093 3,487,589 5 2030 02/01/31100% 1,679,225 (217,506) (287,202) 1,174,517 98.907% 1,161,679 580,840 (2,091) (57,875) 520,874 3,820,457 5.5 2031 08/01/31100% 1,679,225 (217,506) (287,202) 1,174,517 98.907% 1,161,679 580,840 (2,091) (57,875) 520,874 4,142,847 6 2031 02/01/32100% 1,696,017 (217,506) (290,829) 1,187,682 98.907% 1,174,701 587,350 (2,114) (58,524) 526,712 4,458,589 6.5 2032 08/01/32100% 1,696,017 (217,506) (290,829) 1,187,682 98.907% 1,174,701 587,350 (2,114) (58,524) 526,712 4,764,392 7 2032 02/01/33100% 1,712,978 (217,506) (294,492) 1,200,979 98.907% 1,187,853 593,926 (2,138) (59,179) 532,609 5,063,886 7.5 2033 08/01/33100% 1,712,978 (217,506) (294,492) 1,200,979 98.907% 1,187,853 593,926 (2,138) (59,179) 532,609 5,353,953 8 203302/01/34100%1,730,107 (217,506) (298,192) 1,214,409 98.907% 1,201,136 600,568 (2,162) (59,841) 538,565 5,638,030 8.5 2034 08/01/34100% 1,730,107 (217,506) (298,192) 1,214,409 98.907% 1,201,136 600,568 (2,162) (59,841) 538,565 5,913,166 9 2034 02/01/35100% 1,747,409 (217,506) (301,929) 1,227,974 98.907% 1,214,552 607,276 (2,186) (60,509) 544,581 6,182,618 9.5 2035 08/01/35100% 1,747,409 (217,506) (301,929) 1,227,974 98.907% 1,214,552 607,276 (2,186) (60,509) 544,581 6,443,588 10 2035 02/01/36100% 1,764,883 (217,506) (305,703) 1,241,674 98.907% 1,228,102 614,051 (2,211) (61,184) 550,656 6,699,164 10.5 2036 08/01/36100% 1,764,883 (217,506) (305,703) 1,241,674 98.907% 1,228,102 614,051 (2,211) (61,184) 550,656 6,946,694 11 2036 02/01/37100% 1,782,531 (217,506) (309,515) 1,255,511 98.907% 1,241,788 620,894 (2,235) (61,866) 556,793 7,189,105 11.5 2037 08/01/37100% 1,782,531 (217,506) (309,515) 1,255,511 98.907% 1,241,788 620,894 (2,235) (61,866) 556,793 7,423,886 12 2037 02/01/38100% 1,800,357 (217,506) (313,365) 1,269,486 98.907% 1,255,611 627,805 (2,260) (62,555) 562,991 7,653,807 12.5 203808/01/38100%1,800,357 (217,506) (313,365) 1,269,486 98.907% 1,255,611 627,805 (2,260) (62,555) 562,991 7,876,491 13 2038 02/01/39100% 1,818,360 (217,506) (317,253) 1,283,601 98.907% 1,269,571 634,786 (2,285) (63,250) 569,250 8,094,564 13.5 2039 08/01/39100% 1,818,360 (217,506) (317,253) 1,283,601 98.907% 1,269,571 634,786 (2,285) (63,250) 569,250 8,305,773 14 2039 02/01/40100% 1,836,544 (217,506) (321,181) 1,297,857 98.907% 1,283,672 641,836 (2,311) (63,953) 575,573 8,512,605 14.5 2040 08/01/40100% 1,836,544 (217,506) (321,181) 1,297,857 98.907% 1,283,672 641,836 (2,311) (63,953) 575,573 8,712,927 15 2040 02/01/41100% 1,854,909 (217,506) (325,147) 1,312,256 98.907% 1,297,913 648,957 (2,336) (64,662) 581,958 8,909,096 15.5 2041 08/01/41100% 1,854,909 (217,506) (325,147) 1,312,256 98.907% 1,297,913 648,957 (2,336) (64,662) 581,958 9,099,090 16 2041 02/01/42100% 1,873,458 (217,506) (329,153) 1,326,799 98.907% 1,312,297 656,149 (2,362) (65,379) 588,408 9,285,142 16.5 2042 08/01/42100% 1,873,458 (217,506) (329,153) 1,326,799 98.907% 1,312,297 656,149 (2,362) (65,379) 588,408 9,465,339 17 2042 02/01/43100% 1,892,193 (217,506) (333,200) 1,341,487 98.907% 1,326,825 663,412 (2,388) (66,102) 594,922 9,641,795 17.5 2043 08/01/43100% 1,892,193 (217,506) (333,200) 1,341,487 98.907% 1,326,825 663,412 (2,388) (66,102) 594,922 9,812,697 18 2043 02/01/44100% 1,911,115 (217,506) (337,287) 1,356,322 98.907% 1,341,498 670,749 (2,415) (66,833) 601,501 9,980,050 18.5 2044 08/01/44100% 1,911,115 (217,506) (337,287) 1,356,322 98.907% 1,341,498 670,749 (2,415) (66,833) 601,501 10,142,136 19 2044 02/01/45100% 1,930,226 (217,506) (341,414) 1,371,306 98.907% 1,356,317 678,159 (2,441) (67,572) 608,146 10,300,853 19.5 2045 08/01/45100% 1,930,226 (217,506) (341,414) 1,371,306 98.907% 1,356,317 678,159 (2,441) (67,572) 608,146 10,454,575 20 2045 02/01/46100% 1,949,528 (217,506) (345,583) 1,386,439 98.907% 1,371,285 685,643 (2,468) (68,317) 614,857 10,605,101 20.5 2046 08/01/46100% 1,949,528 (217,506) (345,583) 1,386,439 98.907% 1,371,285 685,643 (2,468) (68,317) 614,857 10,750,889 21 2046 02/01/47100% 1,969,024 (217,506) (349,794) 1,401,724 98.907% 1,386,403 693,201 (2,496) (69,071) 621,635 10,893,644 21.5 2047 08/01/47100% 1,969,024 (217,506) (349,794) 1,401,724 98.907% 1,386,403 693,201 (2,496) (69,071) 621,635 11,031,906 22 2047 02/01/48100% 1,988,714 (217,506) (354,047) 1,417,161 98.907% 1,401,672 700,836 (2,523) (69,831) 628,482 11,167,291 22.5 2048 08/01/48100% 1,988,714 (217,506) (354,047) 1,417,161 98.907% 1,401,672 700,836 (2,523) (69,831) 628,482 11,298,414 23 2048 02/01/49100% 2,008,601 (217,506) (358,342) 1,432,753 98.907% 1,417,093 708,547 (2,551) (70,600) 635,396 11,426,807 23.5 2049 08/01/49100% 2,008,601 (217,506) (358,342) 1,432,753 98.907% 1,417,093 708,547 (2,551) (70,600) 635,396 11,551,159 24 2049 02/01/50100% 2,028,687 (217,506) (362,680) 1,448,501 98.907% 1,432,669 716,334 (2,579) (71,376) 642,380 11,672,920 24.5 2050 08/01/50100% 2,028,687 (217,506) (362,680) 1,448,501 98.907% 1,432,669 716,334 (2,579) (71,376) 642,380 11,790,849 25 2050 02/01/51100% 2,048,974 (217,506) (367,062) 1,464,406 98.907% 1,448,400 724,200 (2,607) (72,159) 649,434 11,906,319 25.5 2051 08/01/51100% 2,048,974 (217,506) (367,062) 1,464,406 98.907%1,448,400 724,200 (2,607) (72,159) 649,434 12,018,155 26 2051 02/01/52 Total32,463,018 (116,867) (3,234,615) 29,111,536 Present Value From 08/01/2024 Present Value Rate 6.50%13,401,752 (48,246) (1,335,351) 12,018,155 Page B-4 Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District Appendix C: Findings Including But/For Qualifications The reasons and facts supporting the findings for the adoption of the Tax Increment Financing Plan (TIF Plan) for 72nd and France 2 Tax Increment Financing District (the “District”), as required pursuant to Minnesota Statutes (M.S.), Section 469.175, Subdivision 3 are as follows: 1. Finding that 72nd and France 2 Tax Increment Financing District is a redevelopment district as defined in M.S., Section 469.174, Subd. 10. The District consists of two (2) parcels within the Southeast Edina Redevelopment Project Area and their internal and external rights-of-way, abutting roadways and intersections, with plans for demolition and clearance of substandard buildings for the private redevelopment of underutilized property at 7200 and 7250 France Avenue. As identified by HRA Resolution 2022-08, parcels consisting of at least 70% of the area of the District were found to be occupied by buildings, streets, utilities, paved or gravel parking lots or other similar structures and more than 50% of the buildings in the District, not including outbuildings, were structurally substandard to a degree requiring substantial renovation or clearance within three years of the filing of the request for certification of the District. (See Appendix D of the TIF Plan.) 2. Finding that the proposed development, in the opinion of the City Council, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future and that the increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in the market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of 72nd and France 2 Tax Increment Financing District permitted by the TIF Plan. The proposed development, in the opinion of the City, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future: This finding is supported by the fact that the activities proposed in the TIF Plan meets the City's objectives for redevelopment. The existing property contains substandard buildings whose renovation requires high costs related to demolition, remediation, site improvement, and construction of infrastructure. The redevelopment also requires substantial investment toward public improvements. Page C-1 Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District The combination of limited amounts of property available for expansion adjacent to the existing redevelopment site and the public and private cost of financing the proposed improvements which are essential to the comprehensive redevelopment of the area, this project is feasible only through assistance, in part, from tax increment financing. The developer provided a proforma outlining project sources and uses as well as projected rent, vacancy and financing assumptions. City staff and the City’s advisors reviewed the information and have determined that the project is not feasible without assistance due to the anticipated rent levels and market returns not supporting the overall redevelopment costs for this site. The increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of the District permitted by the TIF Plan: This finding is justified on the grounds that the development intensity and tax base created on currently underutilized and declining property requires site and public improvement costs that are improbable without public assistance. Specifically, the costs of site preparation, demolition, remediation, and public improvements to include infrastructure will add significantly to the total redevelopment cost of any development in this area. Site and public improvement costs necessary to sustain the approved density have made redevelopment infeasible without tax increment assistance. The City reasonably determines that no other redevelopment of similar scope is anticipated on this site without substantially similar assistance being provided to the development. Therefore, the City concludes as follows: a. The City's estimate of the amount by which the market value of the entire District will increase without the use of tax increment financing is $0. b. If the proposed development occurs, the total estimated increase in market value will be at least $87,556,380. c. The present value of tax increments from the District for the maximum duration of the district permitted by the TIF Plan is estimated to be $13,401,752. Page C-2 Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District d. Even if some development other than the proposed development were to occur, the Council finds that no alternative would occur that would produce a market value increase greater than $74,154,628 (the amount in clause b less the amount in clause c) without tax increment assistance. 3. Finding that the TIF Plan for the District conforms to the general plan for the development or redevelopment of the municipality as a whole. The City of Edina Planning Commission reviewed the TIF Plan on March 29, 2023 and approved a resolution to provide written opinion affirming that the TIF Plan conforms to the general plans for the development and redevelopment of the City as a whole. 4. Finding that the TIF Plan for 72nd and France 2 Tax Increment Financing District will afford maximum opportunity, consistent with the sound needs of the City as a whole, for the development or redevelopment of Southeast Edina Redevelopment Project Area by private enterprise. Through the implementation of the TIF Plan, the City will provide an impetus for the redevelopment of substandard and underutilized property, construction of the new mixed-use private development which will result in increased employment within the City and the State of Minnesota, an increase in tax base, and add a high-quality development to the City. Page C-3 Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District Appendix D: Redevelopment Qualifications for the District Page D-1 Page D-2 Final Report of Inspection Procedures and Results For Determining Qualifications of a Tax Increment Financing (TIF) District as a Redevelopment District Edina HRA Proposed TIF District Edina, Minnesota Stantec Project No. 193804653 February 6, 2019 Page D-3 Table of Contents PART 1 Executive Summary 3 Purpose of Evaluation 3 Scope of Work 3 Conclusion 4 PART 2 Minnesota Statute 469.174, Subdivision 10 Requirements 4 PART 3 Procedures Followed 6 PART 4 Findings 7 A. Coverage Test 7 B. Condition of Building Test 8 1. Replacement Cost 8 2. Code Deficiencies 8 3. System Condition Deficiencies 9 C. Distribution of Substandard Structures 11 D. Conclusion 11 PART 5 Team Credentials 12 APPENDIX A Map of Proposed TIF District Hennepin County Property Maps APPENDIX B Building Code and Condition Deficiencies Reports APPENDIX C Code Deficiency Estimated Replacement Costs APPENDIX D Photographs Page D-4 PART 1 – EXECUTIVE SUMMARY PURPOSE OF EVALUATION Stantec was retained by the City of Edina HRA to inspect and evaluate the properties within a Tax Increment Financing Redevelopment District (“TIF District”) proposed to be established by the City. The proposed TIF District is located in the City of Edina, in a general area between 72nd Street West on the north, Gallagher Drive on the south, and France Avenue South on the east (Figure 1). The purpose of Stantec’s work was to determine whether the proposed district meets the statutory requirements for coverage, and whether buildings on the two parcels, located within the proposed TIF District, meet the qualifications required for a Redevelopment District. Figure 1 – Proposed TIF District SCOPE OF WORK The proposed district consists of two (2) parcels containing two (2) commercial multi- tenant office buildings, one (1) over a three-level parking ramp, and one (1) with on- grade paved parking lot. Page D-5 All the buildings in the proposed district received an onsite interior and exterior inspection. Building Code and Condition Deficiency Reports for each building inspected by Stantec are in Appendix B. CONCLUSION After inspecting and evaluating the properties within the proposed TIF District and applying current statutory criteria for a Redevelopment District under Minnesota Statutes, Section 469.174, Subdivision 10(a), it is our professional opinion that the proposed TIF District does qualify as a Redevelopment District. The remainder of this report describes our process and findings in detail. PART 2 – MINNESOTA STATUTE 469.174, SUBDIVISION 10 REQUIREMENTS The properties were inspected in accordance with the following requirements under Minnesota Statutes, Section 469.174, Subdivision 10a, which states: Interior Inspection "The municipality may find that a building is not disqualified as structurally substandard under the preceding sentence on the basis of reasonably available evidence, such as the size, type, and age of the building, the average cost of plumbing, electrical, or structural repairs, or other similar reliable evidence. The municipality may not make such a determination without an interior inspection of the property, but need not have an independent, expert appraisal prepared of the cost of repair and rehabilitation of the building." Exterior Inspection and Other Means "An interior inspection of the property is not required, if the municipality finds that (1) the municipality or authority is unable to gain access to the property after using its best efforts to obtain permission from the party that owns or controls the property; and (2) the evidence otherwise supports a reasonable conclusion that the building is structurally substandard." Documentation "Written documentation of the findings and reasons why an interior inspection was not conducted must be made and retained under section 469.175, subdivision 3(1)." Qualification Requirements Minnesota Statutes, Section 469.174, Subdivision 10(a)requires two tests for occupied parcels: 1. Coverage Test ”…parcels consisting of 70 percent of the area of the district are occupied by buildings, streets, utilities, paved or gravel parking lots, or other similar structures.” Page D-6 The coverage required by the parcel to be considered occupied is defined under Minnesota Statutes, Section 469.174, Subdivision 10(e), which states: " For purposes of this subdivision, a parcel is not occupied by buildings, streets, utilities, paved or gravel parking lots, or other similar structures unless 15 percent of the area of the parcel contains buildings, streets, utilities, paved or gravel parking lots, or other similar structures.” 2. Condition of Building Test …”parcels consisting of 70 percent of the area of the district are occupied by buildings, streets, utilities, paved or gravel parking lots, or other similar structures and more than 50 percent of the buildings, not including outbuildings, are structurally substandard to a degree requiring substantial renovation or clearance; and (2) the conditions described in clause (1) are reasonably distributed throughout the geographic area of the district.” 1. Structurally substandard is defined under Minnesota Statutes, Section 469.174, Subdivision 10(b), which states: “For purposes of this subdivision, "structurally substandard" shall mean containing defects in structural elements or a combination of deficiencies in essential utilities and facilities, light and ventilation, fire protection including adequate egress, layout and condition of interior partitions, or similar factors, which defects or deficiencies are of sufficient total significance to justify substantial renovation or clearance.” Definition of Substantial Renovation Substantial renovation, for purposes of Minnesota Statutes, Section 469.174, Subdivision 10(c), is defined as renovation with costs exceeding 15 percent of the building's replacement value. Buildings are not eligible to be considered structurally substandard unless they meet certain additional criteria, as set forth in Subdivision 10(c) which states: "A building is not structurally substandard if it is in compliance with the building code applicable to new buildings or could be modified to satisfy the building code at a cost of less than 15 percent of the cost of constructing a new structure of the same square footage and type on the site. The municipality may find that a building is not disqualified as structurally substandard under the preceding sentence on the basis of reasonably available evidence, such as the size, type, and age of the building, the average cost of plumbing, electrical, or structural repairs, or other similar reliable evidence. The municipality may not make such a determination without an interior inspection of the property, but need not have an independent, expert appraisal prepared of the cost of repair and rehabilitation of the building. An interior inspection of the property is not required, if the municipality finds that (1) the municipality or authority is unable to gain access to the property after using its best efforts to obtain permission from the party that owns or controls the property; and (2) the evidence otherwise supports a reasonable conclusion that the building is Page D-7 structurally substandard. Items of evidence that support such a conclusion include recent fire or police inspections, on-site property tax appraisals or housing inspections, exterior evidence of deterioration, or other similar reliable evidence. Written documentation of the findings and reasons why an interior inspection was not conducted must be made and retained under section 469.175, subdivision 3, clause (1). Failure of a building to be disqualified under the provisions of this paragraph is a necessary, but not a sufficient, condition to determining that the building is substandard." "Items of evidence that support such a conclusion include recent fire or police inspections, on-site property tax appraisals or housing inspections, exterior evidence of deterioration, or other similar reliable evidence." PART 3 – PROCEDURES FOLLOWED Stantec performed interior and exterior inspections for both commercial buildings within the proposed TIF District on January 23, 2019. Visual observations were made of all levels of all properties and structures, with physical measurements taken where necessary. Area calculations and construction data are based upon information from various sources, as noted. Page D-8 PART 4 – FINDINGS A. Coverage Test 1. The total square foot area of each parcel in the proposed TIF District was obtained from Hennepin County Property Map GIS mapping, and site verification. 2. The total square foot area of buildings and site improvements on the parcels in the proposed TIF District was obtained from City records, Hennepin County Property Map GIS mapping, construction documents provided by the City, and site verification. 3. The percentage of coverage for each parcel in the proposed TIF District was computed to determine if the 15 percent minimum requirement was met. The total square footage of parcels meeting the 15 percent requirement was divided into the total square footage of the entire district to determine if the 70 percent requirement was met. Findings: The proposed TIF District met the coverage test under Minnesota Statutes, Section 469.174, Subdivision 10(e), which resulted in parcels consisting of 100 percent of the area of the proposed TIF District being occupied by buildings, streets, utilities or paved drives or parking lots (Figure 2). This exceeds the 70 percent area coverage requirement for the proposed TIF District under Minnesota Statutes, Section 469.174, Subdivision 10(a) (1). Figure 2 – Coverage Test Aerial View Page D-9 B. Condition of Building Test 1. Replacement Cost The first step in evaluating a building to determine if it is substandard to a degree requiring substantial renovation or clearance is to determine its replacement cost. This is the cost of constructing a new structure of the same square footage and type on site. Replacement costs were researched using R.S. Means Cost Works square foot models for 2019. A replacement cost was calculated by first establishing building use (office, retail, residential, etc.), building construction type (wood, concrete, masonry, etc.), and building size to obtain the appropriate median replacement cost, which factors in the costs of construction in Edina, Minnesota. Replacement cost includes labor, materials, and the contractor's overhead and profit. Replacement costs do not include architectural fees, legal fees or other “soft" costs not directly related to construction activities. Replacement cost for each building is tabulated in Appendix C. 2. Code Deficiencies The next step in evaluating a building is to determine what code deficiencies exist with respect to such building. Code deficiencies are those conditions for a building which are not in compliance with current building codes applicable to new buildings in the State of Minnesota. Minnesota Statutes, Section 469.174, Subdivision 10(c), specifically provides that a building cannot be considered structurally substandard if its code deficiencies are not at least 15 percent of the replacement cost of the building. Thus, it was necessary to determine the extent of code deficiencies for each building in the proposed TIF District. The evaluation was made by reviewing all available information with respect to such buildings contained in City Building Inspection records and making interior and exterior inspections of the buildings. Stantec utilized the 2015 Minnesota State Building Code as the official code for our evaluations. The Minnesota State Building Code is a series of provisional codes written specifically for Minnesota only requirements, adoption of several international codes, and amendments to the adopted international codes. After identifying the code deficiencies in each building, we used R.S. Means Cost Works 2019; Unit and Assembly Costs to determine the cost of correcting the identified deficiencies. We were then able to compare the correction costs with the replacement cost of each building to determine if the costs for correcting code deficiencies meet the required 15 percent threshold. Page D-10 Finding: Both buildings/structures (100 percent) in the proposed TIF District contained code deficiencies exceeding the 15 percent threshold required by Minnesota Statutes, Section 469.174, Subdivision 10(c). A complete Building Code and Condition Deficiency report for each building/structure in the proposed TIF District can be found in Appendix B of this report. 3. System Condition Deficiencies System condition deficiencies are a measurement of defects or substantial deterioration in site elements, structure, exterior envelope, mechanical and electrical components, fire protection and emergency systems, interior partitions, ceilings, floors, and doors. The evaluation was made by reviewing all available information contained in City records; and making interior and exterior inspections of the buildings. Stantec only identified system condition deficiencies that were visible upon our inspection of the building or contained in City records. We did not consider the amount of "service life" used up for a particular component unless it was an obvious part of that component's deficiencies. Minnesota Statutes, Section 469.174, Subdivision 10(c), provides for the minimum threshold of code deficiencies that must be met in order to consider a building substandard. If a building meets the minimum code deficiency threshold under Minnesota Statutes, Section 469.174, Subdivision 10(c), then in order for such building to be "structurally substandard" under Minnesota Statutes, Section 469.174, Subdivision 10(b), the building's defects or deficiencies should be of sufficient total significance to justify substantial renovation or clearance." Based on this definition, Stantec re-evaluated each of the buildings that met the code deficiency threshold under Minnesota Statutes, Section 469.174, Subdivision 10(c), to determine if the total deficiencies warranted "substantial renovation or clearance" based on the criteria we outlined above. Finding: In our professional opinion, both buildings/structures (100 percent) in the proposed TIF District are structurally substandard to a degree requiring substantial renovation or clearance, because of defects in structural elements or a combination of deficiencies in essential utilities and facilities, light and ventilation, fire protection including adequate egress, layout and condition of interior partitions, or similar factors which defects or deficiencies are of sufficient total significance to justify substantial renovation or clearance as described below: Page D-11 Multi-Tenant Office Building – 7200 France Avenue South – Parcel 3102824140001 This building was found to be structurally substandard with code deficiencies that exceed the 15 percent of the building replacement value criteria as defined by Minnesota Statutes, Section 469.174, Subdivision 10 (b) and (c). Multi-Tenant Office Building/Parking Ramp – 7250 France Avenue South – Parcel 3102824140015 This building and parking ramp was found to be structurally substandard with code deficiencies that exceed the 15 percent of the building replacement value criteria as defined by Minnesota Statutes, Section 469.174, Subdivision 10 (b) and (c). NOTE: The parking ramp has been condemned by the City of Edina due to extreme deterioration of the precast concrete deck planks at the support beams. Structural steel framing has been added in some locations to support the deteriorated precast concrete deck planks prior to the condemnation determination. Building owner has some temporary shoring in place currently to keep the decks in place. Page D-12 C. Distribution of Substandard Structures Much of this report has focused on the condition of individual buildings as they relate to requirements identified by Minnesota Statutes, Section 469.174, Subdivision 10. It is also important to look at the distribution of substandard buildings throughout the geographic area of the proposed TIF District. Finding: The substandard buildings are reasonably distributed throughout the geographic area of the proposed TIF District (Figure 3). Figure 3 – Distribution of Substandard Structures (shown hatched green) D. CONCLUSION After inspecting and evaluating the properties within the proposed TIF District and applying current statutory criteria for a Redevelopment District under Minnesota Statutes, Section 469.174, Subdivision 10a, it is our professional opinion that the proposed TIF District does qualify as a Redevelopment District. Page D-13 PART 5 – TEAM CREDENTIALS Bruce P. Paulson, AIA – Senior Project Manager/Inspector Bruce has more than 42 years of architectural experience as project architect, project manager, and project designer for municipal, governmental, educational, commercial, hospitality, and healthcare clients. He is involved with all phases of the architectural process, from pre-design through construction administration, including specialty consulting in investigations for buildings, building condition surveys, TIF inspections, code reviews, estimating, and specification writing. Page D-14 APPENDIX A Page D-15 Page D-16 Page D-17 Hennepin County Property Map Date: 2/5/2019 Comments: 1 inch = 100 feet PARCEL ID: 3102824140001 OWNER NAME: France Equities Ii Llc Et Al PARCEL ADDRESS: 7200 France Ave S, Edina MN 55435 PARCEL AREA: 3.51 acres, 152,751 sq ft A-T-B: Torrens SALE PRICE: $3,300,000 SALE DATA: 09/2018 SALE CODE: Excluded From Ratio Studies ASSESSED 2017, PAYABLE 2018 PROPERTY TYPE: Commercial-Preferred HOMESTEAD: Non-Homestead MARKET VALUE: $5,226,000 TAX TOTAL: $183,601.62 ASSESSED 2018, PAYABLE 2019 PROPERTY TYPE: Commercial-preferred HOMESTEAD: Non-homestead MARKET VALUE: $6,569,300 This data (i) is furnished 'AS IS' with no representation as to completeness or accuracy; (ii) is furnished with no warranty of any kind; and (iii) is notsuitable for legal, engineering or surveying purposes. Hennepin County shall not be liable for any damage, injury or loss resulting from this data. COPYRIGHT © HENNEPIN COUNTY 2019 Page D-18 PID:31-028-24-14-0001 Property Address: 7200 France Ave S Lot /Block:000 / 000 Addition:Unplatted 31028 24 Owner(s): Project(s): City of Edina Commercial Field Card Printed:1/22/2019 Assessment Year: 2019 Version:1 Building:1 France Equities II LLC C - Commercial POD-1 Property Type: Zoning: District:53 Neighborhood:1020 Watershed:01 School District:0273 Comments Depreciation and Age Air Cond.)Percent/Type( Mechanicals Heating )Percent/Type( Basement Model Codes Type Building Detail Building Miscellaneous Totals Last Inspection Functional %: Economic %: Physical %: Garages and Parking Type1: Type2: Type3: Type4: Type5: Type Parking-Surface Spaces Area Rental $ Code 1: Code 2: Code 3: Code 4: Suffix % Pools TypeNumber Building Heights Average Story Height:10.5 Number of Stories:3.0 Average Clearance Height:8.0 Finished Ceiling Height:8.0 Miscellaneous Area (SqFt): Basement Area Percent: Electrical Service:Average Plumbing:Average Sprinkler Type / Percent: / Heating 1:100/ HVAC Heating 2: / Heating 3: / A/C 1:100/ Central A/C 2: / A/C 3: / First Floor Area:13,250 Gross Building Area:39,750 Building Areas Income Information Gross Income: Vacancy Percent: Effective Gross Income: Operating Expense: Net Income: Capitalization Rate: Gross Rent Multiplier: Rent / Square Feet: 3 STORY MULTI-TENANT OFFICE BLDG, UNEXCAVATED. ENTRY ON 1ST FLR FROM WEST PARKING LOT WHICH IS BELOW STREET GRADE AND A 2ND FLOOR LOBBY ENTRY FROM FRANCE AVE AT THE EAST SIDE AT STREET GRADE. Original 22,893 SF building was built in 1966. There was a 16,857 SF addition built in 1968. The weighted average year built for the building is 1967. Zoning:1-POD Area Rating:Very Good Site Rating:Fair Land Quality: Contamination: Flood Plain Map Ref: PUD Ref: Allowable Units: Excess Land (SqFt): Zoning Variance:N Frontage:325 Left Side:470 Rear Side 325 Right Side:470 Effective Width:325 Effective Depth:470 Effective Water:0 Property Area (SqFt): 152,751 Acreage:3.51 Park: Park Quality: On Lake: Lake Quality: On River: Curbs Gas Gutter Irregular Shape Paved Street Sewer Available Sidewalk Soil Correction Water Available Attributes Influences Apartment Commercial/Industrial Thru Street Land Actual Age: 1967 Effective Age: 1995 Renovated Age: Quality Partial Construction (%): Overall Quality: Architectural Appeal:Average Construction Quality:Average Construction Type:Masonry Name: On France7200 Walls and Roof Primary Exterior Walls:Concrete Secondary Exterior Walls:Brick Roof Construction:Concrete Roof Type:Flat Income/Lease: Tenant:Tenant-Multi Current Inspection Appraiser ID: Appraisal Date: Reason: Result: Basement Basics Building Ratios and Perimeter Land Building Percent:384.3 Floor Area Percent:26.0 Perimeter Length:634 Office Area: Gross Office Area Percent: Last Sale Flat Value Value: Desc: Date:09/28/2018 Price:$3,300,000 Code:04 Desc:Sale. Partial Int Appraiser ID: SMS Appraisal Date:09/13/2017 Reason: Quintile Review Result: Exterior Bsmt. Model Code Suffix: Elevator(s):1 344 - Office Building - - - Bsmt. Model Code: - Mezzanine Area: Total Floor Area:39,750 Net Rentable Area: O 100 0 0 0 Page D-19 PID:31-028-24-14-0001 Property Address: 7200 France Ave S Lot /Block:000 / 000 Addition:Unplatted 31028 24 Owner(s): Project(s): City of Edina Commercial Field Card Printed:1/22/2019 Assessment Year: 2019 Version:1 Building:1 France Equities II LLC C - Commercial POD-1 Property Type: Zoning: District:53 Neighborhood:1020 Watershed:01 School District:0273 Page D-20 Hennepin County Property Map Date: 1/22/2019 Comments: 1 inch = 100 feet PARCEL ID: 3102824140015 OWNER NAME: France Equities Llc PARCEL ADDRESS: 7250 France Ave S, Edina MN 55435 PARCEL AREA: 1.68 acres, 73,079 sq ft A-T-B: Torrens SALE PRICE: $6,350,000 SALE DATA: 05/2007 SALE CODE: Warranty Deed ASSESSED 2017, PAYABLE 2018 PROPERTY TYPE: Commercial-Preferred HOMESTEAD: Non-Homestead MARKET VALUE: $4,161,700 TAX TOTAL: $145,822.03 ASSESSED 2018, PAYABLE 2019 PROPERTY TYPE: Commercial-preferred HOMESTEAD: Non-homestead MARKET VALUE: $4,381,000 This data (i) is furnished 'AS IS' with no representation as to completeness or accuracy; (ii) is furnished with no warranty of any kind; and (iii) is notsuitable for legal, engineering or surveying purposes. Hennepin County shall not be liable for any damage, injury or loss resulting from this data. COPYRIGHT © HENNEPIN COUNTY 2019 Page D-21 PID:31-028-24-14-0015 Property Address: 7250 France Ave S Lot /Block:044 / 001 Addition:Oscar Roberts First Addition Owner(s): Project(s): City of Edina Commercial Field Card Printed:1/22/2019 Assessment Year: 2019 Version:1 Building:1 France Equities, LLC C - Commercial POD-1 Property Type: Zoning: District:55 Neighborhood:1020 Watershed:01 School District:0273 Comments Depreciation and Age Air Cond.)Percent/Type( Mechanicals Heating )Percent/Type( Basement Model Codes Type Building Detail Building Miscellaneous Totals Last Inspection Functional %: Economic %: Physical %: Garages and Parking Type1: Type2: Type3: Type4: Type5: Type Parking-Ramp Garage-Underground Spaces 195 108 Area 72,691 48,460 Rental $ Code 1: Code 2: Code 3: Code 4: Suffix % Pools TypeNumber Building Heights Average Story Height:11.3 Number of Stories:4.0 Average Clearance Height: Finished Ceiling Height:8.0 Miscellaneous Area (SqFt):3,889 Basement Area Percent:30.7 Electrical Service:Above Average Plumbing:Above Average Sprinkler Type / Percent:100/ Yes Heating 1:100/ HVAC Heating 2: / Heating 3: / A/C 1:100/ Central A/C 2: / A/C 3: / First Floor Area:12,672 Gross Building Area:54,577 Building Areas Income Information Gross Income: Vacancy Percent: Effective Gross Income: Operating Expense: Net Income: Capitalization Rate: Gross Rent Multiplier: Rent / Square Feet: 4 STORY OFFICE BLDG OVER 3 LEVEL RAMP,TOP DECK OF RAMP IS AT STREET GRADE AND 1ST FLR OF OFFICE BLDG; The second parking level has 3,889 SF of finished space with a lunch room, conference room and storage/mechanical rooms. Each floor is 12,672 SF Zoning:1-POD Area Rating:Very Good Site Rating:Very Good Land Quality: Contamination: Flood Plain Map Ref: PUD Ref: Allowable Units: Excess Land (SqFt): Zoning Variance:N Frontage:237 Left Side:303 Rear Side 268 Right Side:300 Effective Width:265 Effective Depth:300 Effective Water:0 Property Area (SqFt): 73,080 Acreage:1.68 Park: Park Quality: On Lake: Lake Quality: On River: Curbs Gas Gutter Irregular Shape Paved Street Sewer Available Sidewalk Water Available Attributes Influences Apartment Commercial/Industrial Thru Street Land Actual Age: 1973 Effective Age: 1995 Renovated Age: Quality Partial Construction (%): Overall Quality: Architectural Appeal:Average Construction Quality:Average/ Good Construction Type:Reinforced Concrete Name:EDINA PROFESSIONAL BLDG Walls and Roof Primary Exterior Walls:Concrete Secondary Exterior Walls:Glass Roof Construction:Concrete Roof Type:Flat Income/Lease: Tenant:Tenant-Multi Current Inspection Appraiser ID: Appraisal Date: Reason: Result: Basement Basics Building Ratios and Perimeter Land Building Percent:133.9 Floor Area Percent:74.7 Perimeter Length:464 Office Area: Gross Office Area Percent: Last Sale Flat Value Value: Desc: Date:05/18/2007 Price:$6,350,000 Code:00 Desc:Good Sale Appraiser ID: SMS Appraisal Date:11/27/2012 Reason: Quintile Review Result: Interior Bsmt. Model Code Suffix:O Elevator(s):2 341 - Medical Office - - - Bsmt. Model Code:Medical Office - 341 Mezzanine Area: Total Floor Area:54,577 Net Rentable Area: O 100 0 0 0 Page D-22 PID:31-028-24-14-0015 Property Address: 7250 France Ave S Lot /Block:044 / 001 Addition:Oscar Roberts First Addition Owner(s): Project(s): City of Edina Commercial Field Card Printed:1/22/2019 Assessment Year: 2019 Version:1 Building:1 France Equities, LLC C - Commercial POD-1 Property Type: Zoning: District:55 Neighborhood:1020 Watershed:01 School District:0273 Page D-23 APPENDIX B CITY OF EDINA PROPOSED EDINA HRA TIF DISTRICT BUILDING CONDITION AND CODE DEFICIENCIES REPORT February 6, 2019 Property ID No.: 3102824140001 7200 France Avenue South Inspection Date(s) and Time(s): 1-23-19, 8:00 a.m. Inspection Type: Interior and exterior. General Description of Property: 3 Story Commercial Multi-Tenant Office Building Type of Construction: Exterior masonry foundation and bearing walls, slab on grade at first floor, precast concrete floor and roof planks with concrete topping at second and third floors. Date of Construction: Original building constructed in 1966; addition constructed in 1968. Structure Size(s): 22,893 SF original building; 16,857 SF addition Summary of Deficiencies: It is our professional opinion that this building is Structurally substandard because: o Estimated cost to correct building code deficiencies is more than 15% of the estimated replacement cost. Estimated Replacement Cost: $7,870,500.00 Estimated Cost to Correct Building Code Deficiencies: $2,109,720.00 Percentage of Replacement Cost for Building Code Deficiencies: 26.8% Description of Condition Deficiencies • Replace deteriorated masonry retaining wall at east side of building before it fails • Current code requires all outswinging exit doors to have a structural stoop with frost footings to prevent heaving which could restrict the door swing and access/egress capability. • Sidewalks to both first floor exterior entrance doors are in need of replacement due to spalling and missing concrete. • Stair riser heights do not comply with current codes. Handrails and guardrails do not comply with current codes. • Restrooms are not in compliance with ADA guidelines. • All exterior windows are single-glazed. • All exterior walls are under-uninsulated. • Dead level built-up roofing system, where visible, shows signs of blistering, indicating roofing system is at end of its useful life. • The existing roof is under-insulated. • The existing lighting system does not comply with current codes for daylight harvesting and energy-efficiency. • The existing mechanical system does not comply with current codes for ventilation. Page D-25 CITY OF EDINA PROPOSED EDINA HRA TIF DISTRICT BUILDING CONDITION AND CODE DEFICIENCIES REPORT February 6, 2019 Property ID No.: 3102824140015 7250 France Avenue South Inspection Date(s) and Time(s): 1-23-19, 7:00 a.m. Inspection Type: Interior and exterior. General Description of Property: 4 Story Commercial Multi-Tenant Office Building over 3 level parking ramp. Top deck of ramp is at street level and first floor of building. Type of Construction: Exterior masonry foundation and bearing walls, slab on grade at first floor, precast concrete floor and roof planks with concrete topping at second and third floors. Date of Construction: Building constructed in 1972. Parking Ramp Building Structure Size(s): Sub-basement/first parking level 49,100 GSF Basement/second parking level 49,100 GSF First Floor/street parking level 24,500 GSF 12,672 GSF Second Floor 12,672 GSF Third Floor 12,672 GSF Fourth Floor 12,672 GSF Penthouse 773 GSF Totals 122,700 GSF 51,461 GSF Summary of Deficiencies: It is our professional opinion that this building is Structurally substandard because: o Estimated cost to correct building code deficiencies is more than 15% of the estimated replacement cost. Estimated Replacement Cost: Parking Ramp $11,901,900.00 Office Building $10,189,278.00 Estimated Cost to Correct Building Code Deficiencies: $14,041,457.00 Percentage of Replacement Cost for Building Code Deficiencies: Parking Ramp 100% Building 20.9% Description of Condition Deficiencies • Parking ramp has been condemned by the City of Edina and requires total replacement • Restrooms are not in compliance with ADA guidelines. • Existing stairs are not in compliance with current codes for tread depth and riser heights. Handrails and guardrails at stairs do not comply with current codes for height or extension beyond top and bottom of stair runs. • All exterior walls are under-uninsulated. • The existing fully-adhered EPDM roofing system is under-insulated. • The existing lighting system does not comply with current codes for daylight harvesting and energy-efficiency. • The existing mechanical system does not comply with current codes for ventilation. Page D-26 APPENDIX C Page D-27 Property ID No. & Property Address: 3102824140001 7200 France Avenue South Replace exterior masonry retaining wall at east side of building – 156’ x 8’ high x $55/SF $68,640.00 Replace aluminum guardrail at retaining wall 156LF x $125/LF $19,500.00 Replace exterior doors (4) Remove existing doors and frames – 9 @ $500/EA $4,500.00 New 3’ wide aluminum entrance door and frame 9 @ $3,050/EA $27,450.00 West front entrance stoop upgrade Demo existing sidewalk – 3 CY @ $385/CY $1,155.00 New concrete footing – 2 CY @ $410/CY $820.00 New 8” CMU walls – 56 SF @ $12.75/SF $714.00 New concrete stoop/ramp – 2.5 CY @ $385/CY $963.00 Replace sidewalk to parking lot – 5 CY @ $300/CY $1,500.00 South front entrance stoop upgrade Demo existing sidewalk – 3 CY @ $385/CY $1,155.00 New concrete footing – 2 CY @ $410/CY $820.00 New 8” CMU walls – 56 SF @ $12.75/SF $714.00 New concrete stoop/ramp – 2.5 CY @ $385/CY $963.00 Replace sidewalk to parking lot – 2.5 CY @ $300/CY $750.00 Upgrade three (3) stairs – 126 Risers @ $685/riser $86,310.00 Replace handrails at stairs - 293 LF @ $37/LF $10,841.00 Restroom upgrade – demolition and new construction Male Restrooms – 2 water closets, 2 urinals, 2 lavatories 180 SF @ $450/SF x 3 $243,000.00 Female Restrooms – 3 water closets, 3 lavatories 180 SF @ $450/SF x 3 $243,000.00 Replace existing single-glazed windows with new thermally- Improved frames and insulating glass – 1,988 SF @ $93/SF $184.884.00 Insulate exterior masonry walls – 17,500 SF @ $15/SF $262,500.00 Replace built-up roofing system with new fully adhered TPO roofing system with R-31.25 insulation 12,912 SF @ $13.00/SF $167,856.00 Replace lighting system – 35,775 SF @ $8.50/SF $304,088.00 HVAC System upgrade – 35,775 SF @ $7.85/SF $280,834.00 Ventilation System upgrade – 37,775 SF @ $5.50/SF $196,763.00 Estimated Cost to Correct Building Code Deficiencies: $2,109,720.00 Page D-28 Property ID No. & Property Address: 3102824140015 7250 France Avenue South Replace parking ramp – 122,700 SF x $97/SF $11,901,900.00 Upgrade two (2) stairs – 190 Risers @ $685/riser $130,150.00 Replace handrails at stairs - 301 LF @ $37/LF $11,137.00 Restroom upgrade – demolition and new construction Male Restroom – 1 water closet, 1 urinal, 1 lavatory (basement) 80 SF @ $450/SF $36,000.00 Female Restroom – 1 water closet, 1 lavatory (basement) 80 SF @ $450/SF $36,000.00 Male Restrooms – 2 water closets, 1 urinal, 2 lavatories 120 SF @ $450/SF x 4 $216,000.00 Female Restrooms – 3 water closets, 3 lavatories 120 SF @ $450/SF x 4 $216,000.00 Insulate exterior walls (35% glazed) – 13,674 SF @ $15/SF $205,110.00 Replace fully-adhered EPDM roofing system with new fully adhered TPO roofing system with R-31.25 insulation 12,672 SF @ $13.00/SF $164,736.00 Replace lighting system – 51.461 SF @ $8.50/SF $437,419.00 HVAC System upgrade – 51,461 SF @ $7.85/SF $403,969.00 Ventilation System upgrade – 51,461 SF @ $5.50/SF $283,036.00 Estimated Cost to Correct Building Code Deficiencies: $14,041,457.00 Page D-29 APPENDIX D Page D-30 Photo 1: South entrance/exit door at 7200 does not have structural stoop with frost footings Photo 2: West entrance/exit doors at 7200 does not have structural stoop with frost footings – sidewalk is also damaged Photo 3: Damaged sidewalk to south entrance/exit door at 7200 Photo 4: Stair treads/risers and handrails at 7200 do not comply with current does Page D-31 Photo 5: Stair handrails and guardrails at 7200 to not comply with current codes Photo 6: Restrooms at 7200 are not ADA compliant Photo 7: Restrooms at 7200 are not ADA compliant Photo 8: Single-glazed windows at 7200 Page D-32 Photo 9: Single-glazed windows at 7200 Photo 10: Single-glazed windows at 7200 Photo 11: Built-up roofing system at 7200 is under-insulated Photo 12: Built-up roofing system at 7200 is under-insulated Page D-33 Photo 13: Built-up roofing system at 7200 is under-insulated Photo 14: Built-up roofing system at 7200 is under-insulated Photo 15: Built-up roofing system at 7200 is under-insulated Photo 16: Built-up roofing system at 7200 is under-insulated Page D-34 Photo 17: Interior lighting at 7200 Photo 18: Interior lighting at 7200 Photo 19: Interior lighting at 7200 Photo 20: Mechanical roof-top equipment at 7200 Page D-35 Photo 21: Mechanical roof-top equipment at 7200 Photo 22: Mechanical roof-top equipment at 7200 Photo 23: Mechanical roof-top equipment at 7200 Photo 24: Mechanical roof-top equipment at 7200 Page D-36 Photo 25: West elevation at 7200 Photo 26: South elevation at 7200 Photo 27: East elevation at 7200 Photo 28: North elevation at 7200 Page D-37 Photo 29: Deteriorated masonry retaining wall at 7200 Photo 30: Deteriorated masonry retaining wall at 7200 Photo 31: Deteriorated masonry retaining wall at 7200 Photo 32: Deteriorated masonry retaining wall at 7200 Page D-38 Photo 33: 7250 Parking ramp deteriorated precast concrete Photo 34: 7250 Parking ramp structural steel shoring Photo 35: 7250 Parking ramp deterioration at bearing wall and steel angles and plates added to support deck above Photo 36: 7250 Parking ramp temporary shoring Page D-39 Photo 37: 7250 Parking ramp structural steel shoring Photo 38: 7250 Parking ramp deteriorated concrete beam Photo 39: 7250 Parking ramp deteriorated concrete deck planks Photo 40: 7250 Parking ramp deteriorated concrete beam Page D-40 Photo 41: 7250 Parking ramp hole in ramp plank Photo 42: 7250 Parking ramp temporary shoring Photo 43: 7250 restrooms not ADA compliant Photo 44: 7250 restrooms not ADA compliant Page D-41 Photo 45: 7250 stairs, handrails and guardrails not code compliant Photo 46: 7250 stairs, handrails and guardrails not code compliant Photo 47: 7250 roof under-insulated-insulation fasteners show heat transfer-melted snow Photo 48: 7250 roof under-insulated-insulation fasteners show heat transfer-melted snow Page D-42 Photo 49: 7250 roof under-insulated-insulation fasteners show heat transfer-melted snow Photo 50: 7250 roof under-insulated-insulation fasteners show heat transfer-melted snow Photo 51: 7250 interior Photo 52: 7250 interior Page D-43 Photo 53: 7250 interior Photo 54: 7250 interior Photo 55: 7250 interior Photo 56: 7250 interior Page D-44 Photo 57: 7250 roof-top mechanical equipment Photo 58: 7250 roof-top mechanical equipment Photo 59: 7250 roof-top mechanical equipment Photo 60: 7250 roof-top mechanical equipment Page D-45 Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District Appendix E: Stormwater Conditions 7200-50 France Existing Stormwater Conditions Edina, Hennepin, MetroGIS | © WSB & Associates 2013, © WSB & Associates 2013 Contours - 2ft Index Intermediate April 12, 2023 0 130 26065 ft 0 30 6015 m 1:1,400 Page E-1 Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District Appendix F: Project Description Project Description The 72nd and France 2 TIF Plan has been prepared to help facilitate coordinated redevelopment of two vacant and obsolete commercial properties in a manner that is consistent with Edina’s applicable standards and policies for new development. These documents include but are not limited to: •Comprehensive Plan, approved 8-18-2020 •Greater Southdale Area Plan, adopted 12-18-2018 •Greater Southdale Design Experience Guidelines, approved 3-5-2019 •Southeast Edina Redevelopment Area Plan, as modified 3-22-2022 •Sustainable Buildings Policy, revised 9-7-2022 •Multi-Family Affordable Housing Policy, revised 12-8-2022 •Tax Increment Financing Policy, revised 12-20-2022 This TIF Plan is applicable to the 5-acre “Site” which primarily includes two commercial parcels located on the west side of France Avenue between 72nd Street and Gallagher Avenue. The Site also includes the adjacent street right of way that provides access to the site as well as connections to other parcels on the opposite sides of each of the surrounding streets. The Site is intended to be redeveloped by a team lead by Orion Investments with a variety of partners and advisors. The developer team will be structured as 7250 France Group, LLC, France Property Partners, LLC or an affiliated entity. The Edina City Council via adoption of Resolution 2023-11 and Ordinance 2022-13 approved the rezoning, overall development plan for the Site and final site plan for Phase 1. Final site plan approval for Phase 2 is anticipated to occur in the near future. Both phases of the project are intended to be redeveloped in a manner consistent with the Greater Southdale District Plan and the Greater Southdale Area Design Experience Guidelines to fulfill a portion of the City’s vision for overall redevelopment in the area. Both phases of the Site are also expected to adhere to the City’s environmental Concept site plan showing 7200 and 7250 properties and anticipated two-phase redevelopment. Page F-1 sustainability objectives as adopted in the Sustainable Buildings Policy. The developer and their agents will use good faith efforts to meet the social equity objectives, specifically applying strategic efforts to increase the number of underrepresented people in the actual construction of the projects as well as structuring contracts to provide realistic opportunities for minority- and women- owned businesses to meaningfully participate in the construction contracts. Redevelopment of the Site is anticipated to occur in two phases. The first phase at 7250 France Avenue will consist of a new modern Class A professional multi-tenant office building with street level commercial spaces and below-grade structured parking. The five-level building has approximately 138,000 square feet of rentable space and will create and retain hundreds of professional jobs in Edina. This is likely to result in many additional visitors to the Greater Southdale District during Monday-Friday business hours. This phase will also deliver new infrastructure on the entire Site including utilities, public sidewalks with streetscape around the perimeter of the Site, a private north/south roadway with adjacent dedicated sidewalk/bike trail, a shared stormwater retention basin to serve the Site as well as the adjacent residential properties, and new public plaza areas. The first phase will also include preparation of a pad for the second phase at 7200 France Avenue. This pad may serve as a temporary parking area until Phase 2 is constructed. After the Site is redeveloped, the developer will encumber portions of the private property with permanent easements to ensure that the public realm elements are readily available to the public and to ensure that the stormwater needs of surrounding properties are maintained. In compliance with the approved rezoning, the second phase of redevelopment is anticipated to consist of a building containing either new multi-family housing building or hotel. A housing facility would consist of up to a total of 150 market rate and affordable units and possibly street level commercial space. Alternatively, the second phase may consist of new upscale or luxury / boutique hotel with approximately 100 to 150 rooms and amenities such as restaurant, shop, meeting-event space and/or beauty spa that are also open to Concept rendering of Phase 1 multi-tenant professional office building at 7250 France Avenue from Gallagher & France intersection. Birdseye concept rendering of Phase 2 multi-family residential or luxury hotel at 7200 France Ave. Page F-2 the general public. Shared structured parking for the use of both new buildings will be provided below grade with minimal surface parking stalls. Removal of the Site’s two vacant and substandard buildings occurs as a precursor to the first phase of redevelopment. These structures suffered from deferred maintenance by previous ownership groups as they become obsolete in the marketplace over time. The HRA adopted findings through passage of Resolution 2022-08 to designate these buildings as substandard and facilitate their demolition and removal. (See Appendix D for inspection findings) The proposed redevelopment will advance many of the goals identified in Edina’s Comprehensive Plan including: •Encourage … vibrant neighborhood nodes … (pg. 10-16) •Live and Work … support commercial and mixed-use areas that serve the neighborhoods, the city and the larger region (pg. 3-47) •Retain and attract employment opportunities (pg. 10-15) •Residential Development Mix … support a wide range of housing options to meet the diverse needs, preferences, income levels and life stages for today and future Edina community (pg. 4-23 and 4-24) •Sustainability … protect the natural environment, promote energy efficiency, conserve natural resources, and minimize impacts (pg. 3-46) The proposal is also consistent with several of the goals identified in the Southeast Edina Redevelopment Plan including: •Mixed Use Development … support redevelopment that includes retail, housing, and employment in walkable neighborhoods (SERP 3-4(6)) •Multi-modal Transportation Options … improve access for pedestrians and bicyclists (SERP 3-4(4)) Piecemeal redevelopment of these two individual properties would be unlikely to achieve some of the fundamental goals of the Greater Southdale District Plan – primarily the subdivision of large tracts of land without any through access for the general public. Coordinated redevelopment of both adjacent properties is essential to achieve numerous positive outcomes that add vitality to the France Avenue corridor and the Greater Southdale District. These tangible benefits are intended to include: •New wide public sidewalks with landscaped boulevards, lighting, and streetscape elements along Gallagher, France, and 72nd •New north-south private roadway that creates a new route for vehicles traveling between the two commercial parcels without using France Avenue •New public sidewalk and bicycle trail that provides pedestrian and active transportation access between Gallagher and 72nd Street that is separated from vehicles – one of the first segments of the envisioned “western promenade” •New stormwater basin with native plantings and other landscaping that serves the Site as well as all adjacent residential parcels Page F-3 •New public plazas and scenic overlooks that create new public realm amenities with streetscaping, landscaping and public art •Potential to accommodate future enlarged mass transit station (BRT or similar) on France Avenue •Potential for new or future underground or elevated connection across France Avenue for pedestrians and bicyclists Additional positive outcomes from the coordinate redevelopment are anticipated to be the addition of a new class A office facility within Phase 1 that will attract the creation (and help retain) hundreds of quality jobs to the community. The influx will bring additional Monday through Friday patronage to local businesses and help sustain a robust local economy. The Phase 2 hotel will diversify local lodging options and generate additional hospitality sales taxes used to support the Explore Edina Visitors Bureau and its actions to promote the community to visitors and guests. The Edina HRA via adoption of Resolution 2022-08 recognized the substandard nature of the existing buildings in advance of the creation of a new TIF District. This recognition allowed the demolition of the heavily vandalized buildings to occur as soon as possible. Demolition of the substandard structures is anticipated to be completed in 2023 with site preparation for the new buildings to follow. Phase 1 and Phase 2 redevelopment projects are anticipated to be completed by 2026 and 2027, respectively. The cost to clear the fully developed site and create the numerous public realm amenities increases the development budget significantly. The Edina HRA proposes to utilize incremental property taxes generated from the redeveloped Site to offset an anticipated private financing gap induced by these costs. Qualifying expenditures eligible for reimbursement with TIF include: demolition, site preparation, utilities, roadway infrastructure, sidewalk and bicycle trail infrastructure, pedestrian connections, stormwater facilities, streetscaping and landscaping on public plazas and other public realm areas. The HRA proposes to reimburse the developer for a portion of qualifying expenses through two interest-bearing pay-as-you-go (PAY- GO) TIF Notes issued separately only after each phase of the project is successfully completed. The TIF Notes would be payable solely from tax increment collected from the redeveloped Site. The HRA and City would bear no obligation to use any other funds to make payments on the TIF Notes. Page F-4 Edina Housing and Redevelopment Authority 72nd and France 2 Tax Increment Financing District Appendix G: Permit Research Report Name: Permit Search Printed: 2/9/2023 Page: 1Permit Search Results City of Edina Permit #Permit Type Sub Type Work Type Description Issued Date Final Date House Use Dead Date Cancel Date Street Unit Valuation ePerm User 1 User 2Exp Date PID ED199393 Building Office,Ban k,Professio nal (324or437) Other Demolition (645-649) Total demolition 9/13/227200France Ave S Business 168,000 Yes mr 3102824140001 ED199722 Sewer & Water Commercia l Sewer and Water Disconnect Disconnect for Demolition 8/22/22 9/2/227200 France Ave S 5,000 Yes 3102824140001 2 Permit record(s) found Total Valuation: 173,000 Building Per mit S u m m ar y January 1, 2 0 2 1 t o F e br u ar y 9, 2 0 2 3 Page G-1 PERMIT City of Edina Permit Type:Sewer & Water Permit Number: ED199722 *ED199722* Date Issued: 08/22/2022 Permit Category: ePermitSite Address: 7200 France Ave S Lot: 000 Block: 000 Addition: Unplatted 31 028 24 PID: 31-028-24-14-0001 Use: 4801 50th St West Edina, MN 55424 952-826-0372 www.edinamn.gov Description: Sub Type:Commercial Sewer and Water Work Type: Disconnect Description: Disconnect for Demolition Meter Size Meter Type Manufacturer Serial Number Remote Number Line Size Comments:Contact Edina Public Works to shut off water - 952-826-0375. It is the requirement of the permit applicant to call to schedule an inspection. Contact the Inspections Department at 952-826-0372 to schedule required inspections. APPLICATION FEE IS NON-REFUNDABLE. Valuation: 5,000.00 Fee Summary:Revenue CodeAmountDescription Residential (SW)$124.60 4116 Surcharge - Based on Valuation $2.50 4380 $127.10 Total: I have read the information contained herein and certified it to be correct. I agree to do the proposed work in accordance with the approved plans, the Edina City Code, and the Minnesota State Building Code and/or Minnesota State Fire Code. Contractor:Owner:- Applicant - France Property Partners Llc 708 5th St Se B-100 Minneapolis MN 55414 (763) 424-1504 Triple E Water And Sewer 5232 Hanson Crt N Crystal MN 55429 (763) 207-8068 St. Lic: PB710895 Applicant/Permitee: Signature Issued By: Signature Page G-2 PERMIT City of Edina Permit Type: Building Permit Number: ED199393 *ED199393* Date Issued: 09/13/2022 Permit Category: ePermitSite Address: 7200 France Ave S Lot: 000 Block: 000 Addition: Unplatted 31 028 24 PID: 31-028-24-14-0001 Use: Business 4801 50th St West Edina, MN 55424 952-826-0372 www.edinamn.gov Description: Sub Type: Office,Bank,Professional (324or437) Work Type: Other Demolition (645-649) Description: Total demolition Census Code: 650 - Demolition - Entire Comm Building Zoning: Square Feet: 0 Occupancy: Construction Type: Comments:9/6/22- Removing 43 protecting 10. LO Hennepin County is conducting a waste study in summer and fall of 2022 and may reach out regarding your renovation/remodeling permit to request a voluntary site visit and/or interview about your project. Please contact Valuation: 168,000.00 Fee Summary:Revenue CodeAmountDescription Building Permit Fee $1,772.00 4111 Surcharge - Based on Valuation $84.00 4380 Building Application Fee Credit ($840.00) 1495.4111 $1,016.00 Total: I have read the information contained herein and certified it to be correct. I agree to do the proposed work in accordance with the approved plans, the Edina City Code, and the Minnesota State Building Code and/or Minnesota State Fire Code. Contractor:Owner:- Applicant - France Property Partners Llc 708 5th St Se B-100 Minneapolis MN 55414 (952) 200-3680 RACHEL CONTRACTING 4125 NAPIER COURT NE ST MICHAEL MN 55376 (763) 424-1500 Applicant/Permitee: Signature Issued By: Signature Page G-3 Report Name: Permit Search Printed: 2/9/2023 Page: 1Permit Search Results City of Edina Permit #Permit Type Sub Type Work Type Description Issued Date Final Date House Use Dead Date Cancel Date Street Unit Valuation ePerm User 1 User 2Exp Date PID ED199392 Building Office,Ban k,Professio nal (324or437) Other Demolition (645-649) Total demolition 9/7/227250France Ave S Business 432,000 Yes mr 3102824140015 ED199723 Sewer & Water Commercia l Sewer and Water Disconnect Disconnect for demo 8/22/22 9/2/227250 France Ave S 5,000 Yes 3102824140015 ED195091 Building Parking Garage/Ra mp (321or437) Maintenance /Repair/Repl ace Temporary Shoring to stabilize parking ramp 2/2/22 2/10/227250 France Ave S 7250 France Parking Ramp 59,694 Yes js 3102824140015 3 Permit record(s) found Total Valuation: 496,694 Building P er mit S u m m ar y January 1, 2 0 2 1 t o F e br u ar y 9, 2 0 2 3 Page G-4 PERMIT City of Edina Permit Type: Building Permit Number: ED199392 *ED199392* Date Issued: 09/07/2022 Permit Category: ePermitSite Address: 7250 France Ave S Lot: 044 Block: 001 Addition: Oscar Roberts First Addition PID: 31-028-24-14-0015 Use: Business 4801 50th St West Edina, MN 55424 952-826-0372 www.edinamn.gov Description: Sub Type: Office,Bank,Professional (324or437) Work Type: Other Demolition (645-649) Description: Total demolition Census Code: 650 - Demolition - Entire Comm Building Zoning: Square Feet: 0 Occupancy: Construction Type: Comments:9/6/22- Removing 42 trees and protecting 10. LO Hennepin County is conducting a waste study in summer and fall of 2022 and may reach out regarding your renovation/remodeling permit to request a voluntary site visit and/or interview about your project. Please contact Valuation: 432,000.00 Fee Summary:Revenue CodeAmountDescription Building Permit Fee $3,620.00 4111 Surcharge - Based on Valuation $216.00 4380 Building Application Fee Credit ($2,160.00) 1495.4111 $1,676.00 Total: I have read the information contained herein and certified it to be correct. I agree to do the proposed work in accordance with the approved plans, the Edina City Code, and the Minnesota State Building Code and/or Minnesota State Fire Code. Contractor:Owner:- Applicant - France Property Partners Llc 708 5th St Se B-100 Minneapolis MN 55414 (952) 200-3680 RACHEL CONTRACTING 4125 NAPIER COURT NE ST MICHAEL MN 55376 (763) 424-1500 Applicant/Permitee: Signature Issued By: Signature Page G-5 PERMIT City of Edina Permit Type:Sewer & Water Permit Number: ED199723 *ED199723* Date Issued: 08/22/2022 Permit Category: ePermitSite Address: 7250 France Ave S Lot: 044 Block: 001 Addition: Oscar Roberts First Addition PID: 31-028-24-14-0015 Use: 4801 50th St West Edina, MN 55424 952-826-0372 www.edinamn.gov Description: Sub Type:Commercial Sewer and Water Work Type: Disconnect Description: Disconnect for demo Meter Size Meter Type Manufacturer Serial Number Remote Number Line Size Comments:Contact Edina Public Works to shut off water - 952-826-0375. It is the requirement of the permit applicant to call to schedule an inspection. Contact the Inspections Department at 952-826-0372 to schedule required inspections. APPLICATION FEE IS NON-REFUNDABLE. Valuation: 5,000.00 Fee Summary:Revenue CodeAmountDescription Residential (SW)$124.60 4116 Surcharge - Based on Valuation $2.50 4380 $127.10 Total: I have read the information contained herein and certified it to be correct. I agree to do the proposed work in accordance with the approved plans, the Edina City Code, and the Minnesota State Building Code and/or Minnesota State Fire Code. Contractor:Owner:- Applicant - France Property Partners Llc 708 5th St Se B-100 Minneapolis MN 55414 (763) 424-1504 Triple E Water And Sewer 5232 Hanson Crt N Crystal MN 55429 (763) 207-8068 St. Lic: PB710895 Applicant/Permitee: Signature Issued By: Signature Page G-6 PERMIT City of Edina Permit Type:Building Permit Number: ED195091 *ED195091* Date Issued: 02/02/2022 Permit Category: ePermitSite Address: 7250 France Ave S Lot: 044 Block: 001 Addition: Oscar Roberts First Addition PID: 31-028-24-14-0015 Use: 7250 France Parking Ramp 4801 50th St West Edina, MN 55424 952-826-0372 www.edinamn.gov Description: Sub Type:Parking Garage/Ramp (321or437) Work Type: Maintenance/Repair/Replace Description: Temporary Shoring to stabilize parking ramp Census Code: 321 - Parking Garage Zoning: Square Feet: 0 Occupancy:S-2 Construction Type: II-B Comments:2/1/22 JS, MN PE to sign a final inspection letter for a final approval. It is the requirement of the permit applicant to call to schedule an inspection. Contact the Inspections Department at 952-826-0372 to schedule required inspections. Valuation: 59,694.00 Fee Summary:Revenue CodeAmountDescription Building Permit Fee $922.00 4111 Plan Review Commercial $599.30 4111 Surcharge - Based on Valuation $29.85 4380 Building Application Fee Credit ($298.47) 1495.4111 $1,252.68 Total: I have read the information contained herein and certified it to be correct. I agree to do the proposed work in accordance with the approved plans, the Edina City Code, and the Minnesota State Building Code and/or Minnesota State Fire Code. Contractor:Owner: France Property Partners Llc 708 5th St Se B-100 Minneapolis MN 55414 Applicant/Permitee: Signature Issued By: Signature Page G-7 Survey Responses Public Hearing Comments-72nd and France 2 TIF District Better Together Edina Project: 72nd & France 2 TIF District VISITORS 17 CONTRIBUTORS 3 RESPONSES 5 3 Registered 0 Unverified 0 Anonymous 5 Registered 0 Unverified 0 Anonymous Respondent No:1 Login:Stein Email:rstein8@msn.com Responded At:Mar 23, 2023 11:33:07 am Last Seen:Apr 02, 2023 16:22:47 pm IP Address:68.46.120.254 Q1.First and Last Name Richard Stein Q2.Address 7016 Bristol Blvd Q3.Comment The developers want $34 Million in TIF Assistance via “incremental” of “new” property taxes collected within the boundaries of the TIF District, to address a gap in the budgeting. Did the precedent set by the city to provide TIF money to the US Bank Property developer entice the 7200 France Avenue Property developer for TIF Assistance? The TIF Assistance was granted to the US Bank Property Development over strong objections from the Edina Taxpayers. Our city council took a paternalistic approach and said “they know what is best for the city”. Now the 7200 France Avenue Hotel/Restaurant Developer is asking for TIF money. How much should Edina Taxpayers fund developers? We challenge the use of TIF at all. What will happen if future, unpredicted shortfalls occur during construction, before completion, but all the budget & TIF funds are used? Are the citizens of Edina on the hook for the project? What is the benefit to Edina Citizens then? We understand that the proposed development of the Macy’s Furniture Property anticipates TIF Assistance as well. The city council has opened the door. Respondent No:2 Login:Stein Email:rstein8@msn.com Responded At:Mar 23, 2023 17:29:33 pm Last Seen:Apr 02, 2023 16:22:47 pm IP Address:68.46.120.254 Q1.First and Last Name Richard Stein Q2.Address 7016 Bristol Blvd Q3.Comment The following are issues that we see with the proposed 7200 France Avenue Hotel/Restaurant Sketch Plan which are not compatible with family neighborhoods and should be addressed: 1. This side of France is zoned for 4 stories and this area is a pinch point where residential meets the business area. Our city council leaders in the 50’s allowed residential development on the west side to France Avenue to happen and we think the current council should respect it. 2. The developers want $34 Million in TIF Assistance via “incremental” of “new” property taxes collected within the boundaries of the TIF District, to address a gap in the budgeting. Did the precedent set by the city to provide TIF money to the US Bank Property developer entice the 7200 France Avenue Property developer for TIF Assistance? The TIF Assistance was granted to the US Bank Property Development over strong objections from the Edina Taxpayers. Our city council took a paternalistic approach and said “they know what is best for the city”. Now the 7200 France Avenue Hotel/Restaurant Developer is asking for TIF money. How much should Edina Taxpayers fund developers? We challenge the use of TIF at all. What will happen if future, unpredicted shortfalls occur during construction, before completion, but all the budget & TIF funds are used? Are the citizens of Edina on the hook for the project? What is the benefit to Edina Citizens then? We understand that the proposed development of the Macy’s Furniture Property anticipates TIF Assistance as well. The city council has opened the door. 3. Do we need another hotel? We have the Weston, Hilton, Residence Inn, Homewood Suites and not to mention the Bloomington Hotels along the 494 corridors. Would it please other areas of Edina to have a hotel in their backyard? Please care about the people who have been living in this neighborhood for 30+ years, retired and have a limited ability to move elsewhere in Edina. 4. The Hotel traffic access point will encourage increased traffic through the neighborhood on 72nd Street. This objection was raised during the public hearings when the proposed Office building on 7250 France was reviewed. The increased traffic will also likely impact the safety of the students who use the Cornelia School and has been a concern with other development proposals for this property. 5. The night-time noise is expected to increase. In general, hotel check-in traffic continues late into the night. 6. A roof top restaurant is expected to have activity that will create objectional noise during the quiet evening hours. The proposed 72-foot height will enable the transmission of that noise into the neighborhood. The mechanical equipment noise at that height, will only add to that noise. 7. The hotel entrance and rooftop lighting needs will increase the night time lighting in the adjacent neighborhood. 8. The construction noise and expected traffic are objectionable. We experienced objectionable noise during the construction of the Bower and we expect constant early morning into the night noise of the proposed hotel construction. 9. The impact of the construction traffic will deteriorate the roads of the neighborhoods. Not just 70th Street, Gallagher Drive and France Avenue, but streets through the neighborhoods as drivers look for alternative routes avoiding the construction. 10. The proposed West Broadway in the Sketch Plan maybe a safety issue. It is a north-south public easement between 72nd Street and Gallagher Drive. The plan does not reveal an obvious separation between pedestrians and vehicles for West Broadway. It is also likely to be a traffic cut-through from 72nd Street to Gallaher Drive then to France Ave. The neighborhood since the 50’s has lived with 2 office buildings on this site. Our house was built in 1959. We accepted daytime noise but after 4:30/5:00 pm the area was quiet. On West side of France Avenue, we believe quiet residential use should be respected. This is one of the more affordable single-family neighborhoods left in Edina. Why can’t we have the same considerations as other areas such as Highlands, Creekside, etc. for quiet. Why can’t the city Government treat us like the other neighborhoods? The office buildings previously built were in need of replacement. Please replace them with office buildings and again respect the building codes, with no retail and with no TIF. Richard Stein and Marianne Rother Respondent No:3 Login:bktibaldo Email:bktibaldo@aol.com Responded At:Mar 31, 2023 12:07:41 pm Last Seen:Mar 31, 2023 19:05:47 pm IP Address:73.185.177.228 Q1.First and Last Name Brian Tibaldo Q2.Address 6228 Peacedale Ave Q3.Comment NOT in support of TIF Respondent No:4 Login:Stein Email:rstein8@msn.com Responded At:Apr 02, 2023 11:46:24 am Last Seen:Apr 02, 2023 16:22:47 pm IP Address:68.46.120.254 Q1.First and Last Name Richard Stein Q2.Address 7016 Bristol Blvd Q3.Comment We understand millions of TIF dollars have already been planned by the developer. While we strongly object to giving developers this money, we understand that part of the property is within the Three River Park District area 100-year flood plan. Considering all the natural disasters we are experiencing nationwide, perhaps the TIF money that is currently being proposed for this property, should go to landscaping in the similar manner as the Lynmar water retention area which is approximately one block away. Respondent No:5 Login:GreenUmbrella Email:lori@edina.org Responded At:Apr 10, 2023 08:59:11 am Last Seen:Apr 10, 2023 14:34:10 pm IP Address:173.165.234.65 Q1.First and Last Name Lori Syverson Q2.Address 3300 Edinborough Way, Suite 650, Edina 55435 Q3.Comment Edina businesses don’t see themselves as a stand-alone entity. They choose to integrate into the community they call home. They reflect Edina’s character and interact with their neighbors on both a business and personal level. It’s that philosophy that prompted the Edina Chamber of Commerce membership and board of directors to change its strategic vision and mission in 2018. The focus changed from “the voice of the business community” to “the mission of the Edina Chamber of Commerce is to advance the general welfare and prosperity of Edina, Minnesota so that its citizens and all areas of its business community shall prosper.” To further that mission, we now lead the Edina Fall into the Arts Festival and our GreenUmbrella initiative that helps residents live a happier, healthier, and more purposeful life. For the last eight years we’ve sponsored a community-based purpose & fulfillment program that runs through the Chamber, community education and our senior living communities. It’s through the lens of community that we also review some economic development project requests. We do not support every new project- only those we feel complement our community-minded mission and vision. Several members of our board of directors including myself participated in the Greater Southdale Small Area Plan committee. We were active participants in the Vision Edina process and contributed to the revised comprehensive plan dialogue. To be of service to three constituencies, we understand that that no project will be perfect. We look for developments that provide a win-win-win for the residents, the city, and the business community. To that end, we support the 72nd & France 2 TIF for the following reasons. • The north/south and east/west connectivity provides an attractive and safe pedestrian experience and meets the Greater Southdale District Guideline recommendations. • The current proposal addresses the physical challenges of the property while realistically meeting the needs of the public and the community. • Due to the challenging nature of the property, and the significant portion that is designed to benefit the community, we feel the use of TIF is warranted and legitimate. Our goal is to be a collaborative force in Edina, looking for ways to partner with residents, businesses, community organizations, and the city to help accomplish the goals set forth by our community. Sincerely, Lori Syverson President Edina Chamber of Commerce 7200-7250 France TIF Redevelopment Agreement Slides for Council Member / Board Member Risser Updated April 18, 2023 Current 2023 Zoning Map 2 Existing Land Use Map pg 93 of 2018 Greater Southdale District Plan 7200-7250 site 3 Future Land Use Map Pg 94 of 2018 Greater Southdale District Plan Pg 3-26 of 2020 Comprehensive Plan 7200-7250 site 4 Office Residential Land Use Pg 3-29 and 3-30 of 2020 Comprehensive Plan 5 •Amusement and recreation establishments, such as amusement arcades, commercial bowling alleys and pool halls •Animal hospitals and kennels, but excluding establishments with outside runs •Automotive accessory stores, but excluding repair and service garages •Blueprinting, printing and photostating establishments •Business machine sales and service shops •Catering establishments •Clothing stores •Clubs, lodge halls and meeting rooms, offices and other facilities for nonprofit organizations •Commercial kennels •Currency exchanges •Department stores, not exceeding 40,000 square feet of gross floor area •Dry goods stores •Electrical and household appliance stores, including radio and television sales and service Principal Uses allowed in PCD-2 Zoning Section 36-609 and 36-608 of Edina Zoning Code •Exterminating offices •Fabric stores •Frozen food stores, including the rental of lockers in conjunction therewith •Furniture stores, including upholstering when conducted as an incidental part of the principal use •Fraternal, philanthropic and charitable institution offices and assembly halls •Furrier shops, including the storage and conditioning of furs when conducted as an incidental part of the principal use •Home repair, maintenance and remodeling stores and shops •Hotels, motels and motor inns •Household furnishings, fixtures and accessories stores •Laboratories, medical and dental •Office supplies stores •Orthopedic and medical appliance stores, but excluding the manufacturing or assembly of appliances or goods •Paint and wallpaper stores •Personal apparel stores •Pet shops •Pet shops •Photography studios •Post offices •Public utility service stores •Rental agencies for the rental only of clothing, appliances, automobiles, cartage trailers, and household fixtures, furnishings and accessories, excluding pawnshops •Schools for teaching music, dance or business vocations •Sporting and camping goods stores •Taxidermist shops •Telegraph offices •Theaters, but excluding outdoor or drive-in facilities •Ticket agencies •Trading stamps redemption stores •Undertaking and funeral home establishments. 6 Principal Uses allowed in PCD-2 Zoning, continued Section 36-609 and 36-608 of Edina Zoning Code •Antique shops •Art galleries •Art studios •Bakeries, provided the rooms containing the preparation and baking process shall not have a gross floor area in excess of 2,500 square feet •Barbershops •Beauty parlors •Bicycle stores, including rental, repair and sales •Book and stationery stores •Camera and photographic supply stores •Candy and ice cream stores •Clothes pressing and tailoring shops •Clothing stores, not exceeding 2,500 square feet of gross floor area •Clubs, lodge halls and meeting rooms, offices and other facilities for nonprofit organizations, not exceeding 2,500 square feet of gross floor area •Coin and philatelic stores •Day care •Drug stores •Dry cleaning establishments and laundries •Employment agencies •Financial institutions, but excluding drive- through facilities and pawnshops •Florist shops •Food, grocery, meat, fish, bakery and delicatessen stores •Garden supply, tool and seed stores •Gift shops •Handball courts, racquetball courts and exercise and reducing salons •Hardware stores •Hobby shops, for the sale of goods to be assembled and used off the premises •Household furnishings, fixtures and accessory stores, not exceeding 2,500 square feet of gross floor area •Interior decorating establishments •Jewelry stores •Launderettes •Leather goods stores •Liquor stores, municipally owned, off-sale •Locksmith shops •Medical and dental clinics •Music and video sales and rental stores •Musical instrument stores and repair shops •Newsstands •Offices, including both business and professional •Optical stores •Paint and wallpaper stores, not exceeding 2,500 square feet of gross floor area •Personal apparel stores, not exceeding 2,500 square feet of gross floor area •Picture framing and picture stores •Repair stores and "fix-it" shops which provide services for the repair of home, garden, yard and personal use appliances •Restaurants and brewpubs, but excluding drive-ins and drive- through facilities, other than as allowed in section 36-1264(f) •Schools •Secondhand stores, not exceeding 2,500 square feet of gross floor area, but excluding pawn shops •Shoe sales or repair stores •Sporting and camping goods stores, not exceeding 2,500 square feet of gross floor area •Tailor shops •Tobacco shops. •Toy shops •Travel bureaus and transportation ticket offices •Variety, gift, notion and soft goods stores •Vending machines which are coin-or card-operated, but excluding amusement devices. 7 Accessory Uses allowed in PCD-2 Zoning Section 36-612, 36-613 and 36-614 of Edina Zoning Code Accessory Uses Allowed •Off-street parking facilities •Buildings for the storage of merchandise to be retailed by the related principal use •Not more than two amusement devices •Drive-through facilities, except those accessory to financial institutions.A restaurant may have a drive-through facility subject to the requirements in section 36-1264(f) •Produce stands pursuant to a permit issued by the manager. •Drive-through facilities •Amusement devices. Conditional Uses Allowed •Multi-residential uses subject to several conditions to achieve affordable housing units 8 Suggested Block Subdivision Concept Map pg 114 of 2018 Greater Southdale District Plan 7200-7250 site 9 Transition Zone Map pg 96 of 2018 Greater Southdale District Plan 7200-7250 site 10 Date: April 18, 2023 Agenda Item #: VIII.E. To:Mayor and City Council Item Type: Report / Recommendation From:Bill Neuendorf, Economic Development Manager Item Activity: Subject:Approve Tax Increment Financing Redevelopment Agreement with 7250 France Group, LLC Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve Tax Increment Financing Redevelopment Agreement with 7250 France Group, LLC. INTRODUCTION: This item pertains to the potential use of Tax Increment Financing to provide financial support so that the developer can construct the private and public improvements at 7200 and 7250 France Avenue. A Redevelopment Agreement has been prepared based on the Term Sheet that was reviewed and approved by the HRA on February 16, 2023. Staff will present a summary of the proposed agreement and will be available for questions. The legal and financial advisors that provided expertise and counsel to the City will also be available for questions. Staff recommends that the Redevelopment Agreement be approved. ATTACHMENTS: Description Staff Report: TIF Agreement with 7250 France Group LLC Staff Presentation TIF Agreement with 7250 France Group April 18, 2023 Mayor and City Council Bill Neuendorf, Economic Development Manager Tax Increment Financing Redevelopment Agreement with 7250 France Group, LLC Information / Background: Orion Investments dba 7250 France Group, LLC is the developer for the 5-acre commercial site located at 7200-7250 France Avenue. The site was formerly occupied by two vacant office buildings. Demolition of both buildings began in late 2022 and is anticipated to be completed in spring 2023 when the developer has full funding in place for this redevelopment project. The City Council granted final rezoning and overall site plan approval for the 5-acre site in February 2023. As envisioned in the Greater Southdale District Plan, the two separate parcels will be reconstructed simultaneously so that a new north/south roadway and bicycle/pedestrian trail can be constructed between Gallagher and 72nd Street. The overall site plan also provides new perimeter sidewalks as well as interior plazas with overlook seating areas adjacent to the stormwater basin. These public improvements will be constructed and maintained by the developer. Each public area will be secured by a permanent public easement. Slightly more than 51% of the site will be constrained with easements to benefit the general public and the immediate residential neighbors. The first phase of construction anticipates a new Class A office building. The second phase is intended to be a new upscale or luxury hotel with commercial amenities. Alternatively, the second phase may also be multifamily housing if the hotel does not secure private financing. Both phases will share the underground parking stalls located beneath each building. This new plan replaces a multi-family housing plan that was formerly approved in 2019. That project was unable to secure financing due to the high cost of constructing the project. That developer sold the property to the new owners. The developer began to remove the blighted & substandard buildings in 2022 in order to abate a nuisance to the neighborhood. The developer intends to invest approximately $162 million into the site. Upon completion, this degree of redevelopment will transform the 1960’s suburban-style STAFF REPORT – 7200-7250 France – TIF Redevelopment Agreement Page 2 commercial parcels into a modern mixed use site that sets a new tone for redevelopment consistent with the 2018 Greater Southdale District Plan. Summary The developer is prepared to assume all financial risk for this new project using a market driven combination of debt and equity. The developer requested that Tax Increment Financing be provided after completion of each phase of the project to help defray the cost of redeveloping the site with the high degree of public improvements. Staff has met with the developer to understand the financial conditions that require the consideration of public financing to supplement the private debt and equity. Staff has engaged legal and financial advisors at Ehlers Associates and Dorsey & Whitney to scrutinize the financial pro forma and prepare a complete Redevelopment Agreement based on the general term sheet that was reviewed by the Edina HRA in February 2023. While these advisors work for the City / HRA, the cost of their work has been borne by the developers. The Redevelopment Agreement abides by applicable Minnesota Statutes that govern Tax Increment Financing. The terms and conditions in the Agreement are also consistent with Edina’s TIF Policy and best practice which is typically more limited than allowed by Minnesota Statute. This TIF Redevelopment Agreement follows the general format and strategic approach typically used by the City for redevelopment projects that include multiple phases, a mixture of uses and a wide variety of public benefits. The public benefits are delivered in the first phase and the reimbursement for these costs occurs over time to eliminate financial risk to the community. Ehlers has scrutinized the budgets and financial pro formas for each Phase and the total project. Ehlers has determined that the financial gap is approximately $7.55 million or approximately 5% of the total development cost. Ehlers also confirmed that “but for” the use of TIF, a project of this scale, caliber and quality will be unable to secure private financing. The structure of the Agreement maintains all financial risk with the developer. The developer will provide up front financing through private debt and equity. TIF will only be used to reimburse the developer for eligible costs after each phase of the project is successfully completed and after all public benefits have been delivered. The developers and City staff are mutually supportive of the terms and conditions expressed in this Agreement. Recommended Action: Approve the Tax Increment Financing Redevelopment Agreement with 7250 France Group, LLC. # # # The CITY ofEDINA 7200-7250 France Avenue Proposed TIF Redevelopment Agreement with 7250 France Group, LLC Report to: Edina City Council and Edina Housing & Redevelopment Authority April 18, 2023 www.EdinaMN.gov The CITY ofEDINA gap 2 Request for TIF Financial Participation -Summary Developer proposes $162 million investment to deliver public and private improvements along France Ave. TIF requested to cover $7.55 million gap. This request has been analyzed and evaluated: •Site qualifies as Redevelopment TIF District •Project includes nearly $10M in costs that create public benefit not otherwise funded •HRA authorized preparation of agreement based on February 2023 term sheet TIF The CITY ofEDINA Photo Source: Minnesota Historic Society The large white areas in this 1951 aerial photo show how much of the Greater Southdale Area was mined for gravel and sand. 1)Glacier Sand and Gravel 2)Oscar Roberts Company 3)Hedberg and Sons Source: Edina Historical Society as published in Winter 2016 About Town magazine 1 2 3 Background Gravel Pits of Edina Xerxes AvSouthdale Mall 70th St 66th St 76th St Galleria Tar getFrance AvPentagon Park 3 The CITY ofEDINA Photo Source: Minnesota Historic Society The Oscar Roberts Company 7200 France Ave Built 1967-69 Demolished 2022 Background Gravel Pits of Edina The Prestige Office Building 7250 France Ave Built 1972-74 Demolished 2022 4 The CITY ofEDINA 5Photo Source: Minnesota Historic Society 7250 France Ave. Source: Stantec Consulting; Existing conditions report dated Feb. 6, 2019 Background -Substandard Conditions The CITY ofEDINA 6Photo Source: Minnesota Historic Society Background -Substandard Conditions Vacant Not safe for occupancy Temporary shoring Security fencing Heavy vandalism Frequent trespassing> 100 police calls annually over past 3 years The CITY ofEDINA 7Photo Source: Minnesota Historic Society Background -Substandard Conditions The CITY ofEDINA 8Photo Source: Minnesota Historic Society Background -Stormwater Conditions Stormwater collects on western portion of the property including drainage from neighboring properties The CITY ofEDINA 9Photo Source: Minnesota Historic Society Background -Previous Attempts to Redevelop 2016 Dead 2014 2018 2016 2020 –21 Concepts only 2019 2017-18 The CITY ofEDINABackground –Steps in TIF process 10 •Boundaries •Project Scope •Budget •Term •Qualifications •But-for Step 1)Create “District” •Private developments •Public improvements Step 2)Consider Funding for Specific Projects •4-year knock down •5-year construction •Annual reporting •Debt payments •De-certification Step 3) Monitoring & Compliance Action considered today Plan Commission -completedHRA Board -completedSchool / County -completedPublic Hearing -completedCity Council –anticipated 4/18 HRA Board (anticipated April 18)City Council (anticipated April 18) The CITY ofEDINADevelopment Team 11 Ted Carlson, Founder, CIO Drew Stafford, Director Property Ownership includes: •Orion Investments •Berg Group •Blake Bonjean •Adolfson and Peterson The CITY ofEDINA 12 PUD Zoning and Phase 1 (7250) Site Approval February 7, 2023 Phase 2 (7200 site) entitlements anticipated 2023-2024 Approved Site Plan North 7200 7250 Revitalize blighted site with modern facility creating hundreds of new jobs, new services and new amenities The CITY ofEDINA 13 Phase 1 All site work and 7250 office -Demolition: 2022-Site prep: 2023 –2024-Construction 2023-2025-Occupancy: 2025 Phase 2 -Entitlements by 2024-Remove temp. parking by 2025-Construction anticipated 2024-2027-Occupancy anticipated 2027 Phase 2 7200 Pad Phased Development 7250 The CITY ofEDINAPhases 1 & 2 Conditions 14 •Demolition and site prep •New site work •Streetscape and landscape •Public realm areas •Stormwater basin •7250 office building •7200 Hotel or Multi-Family or similar Ph 2 massing concept The CITY ofEDINA 15 51% of 4.9 acre site is subject to permanent easements -Public sidewalks -Public plaza -Public roadway, sidewalks and trail -Stormwater Public Realm Areas 7200 (Ph 2) 7250 (Ph 1) The CITY ofEDINAPublic Realm Areas 16 France Ave frontage looking south Public plaza looking east Gallagher frontage looking northNorth-south public drive and sidewalk looking north The CITY ofEDINA 17 •Redevelop with modern facilities that create jobs and add vitality to Greater Southdale •Create north-south road and bike/pedestrian trail between Gallagher and 72nd St as alternate to France Avenue •-secured with permanent public easement •-privately constructed •-privately maintained Public Realm Benefits -new north/south roadway and trail The CITY ofEDINA •Streetscape, lighting, sidewalks, landscaping along France, Gallagher & 72nd •Permanent public easements (16,000 sq ft) •Privately constructed and privately maintained •City will continue to remove snow on France Ave sidewalk •Allow future Metro Transit bus stops 18 Public Realm Benefits -new public sidewalks & streetscape The CITY ofEDINA •15,000 sq ft Danila Plaza •Two public art sculptures at eastern and western ends •Secured by public easement •Privately owned and maintained •Art selected with community input •$100,000+ budget •Additional art elements incorporated into building as shown in plans •Agreeable to host future rotating public art displays (funded by others) 19 Public Realm Benefits -new public plaza and public art The CITY ofEDINA •Two new public gathering spaces •Adjacent to natural area / stormwater basin •Secured by public easement •Privately owned and maintained •Seating and streetscape elements 20 Public Realm Benefits -new public gathering areas The CITY ofEDINA 21 Public Realm Benefits -potential France Ave pedestrian crossing •Two simultaneous redevelopment sites are possible •Unique opportunity to achieve below or above grade pedestrian / bicycle crossing •Shallow underpass seems to be most realistic •$4 to $6M approx cost •Open to public plazas on both sides of France Ave •Additional agreements anticipated with adjacent owners if this concept moves forward •Construction funded with TIF and other sources TBD •Maintenance TBD The CITY ofEDINA A preferred location in the 2007 Pedestrian Study 22 Public Realm Benefits -potential France Ave pedestrian crossing The CITY ofEDINA 23 Public Realm Benefits -potential France Ave pedestrian crossing Example of pedestrian underpass and plaza in Chaska, MN The CITY ofEDINA 24 •Create dedicated stormwater management area for shared use of commercial and surrounding residential parcels •-approx. 44,000 sq ft •-secured with permanent easements •-privately constructed •-privately maintained •Landscaped with native plantings to create natural area with low environmental impact Proposed TIF Plan -Public benefits: new shared stormwater management The CITY ofEDINA 25 •Compliance with Edina’s new Sustainability Policy •-upgrade to LEED Silver or equivalent •-Electric Vehicle chargers •-Solar ready rooftops •Stormwater management for multiple properties Proposed TIF Plan -Public benefits: enhanced sustainability features The CITY ofEDINA 26 •Goals to be identified for each Phase •-15% of work awarded to qualified MBE and WBE companies •-25% of total job hours filled by BIPOC •-12% of total job hours filled by women •Good faith efforts required for each Phase •-Developer and contractors must make active efforts to achieve goals, monitor progress and report results •-$175,000 penalty only if no effort made Image Source: Commercial Construction and Renovation Proposed TIF Plan -Public benefits: efforts toward equity and diversity goals The CITY ofEDINA 27 Project Evaluation –Sources and Uses Source of Funds Amount Ph 1 Ph 2 Total First mortgage $ 59.9 M $ 48.1 M $ 108.0 Other $ 0 $ 0 $ 0 Equity $ 25.7 M $ 28.9 M $ 54.5 Total $ 85.6 M $77.0 M $162.5 M* * Up to $7.55 M of initial investment to be reimbursed via future incremental tax collections from the completed project The CITY ofEDINA 28 Project Evaluation –Tax Base Growth Current conditions (2023) Estimate after redevelopment(2026) Estimated Growth Estimated Market Value $10.95 M $68.5 M 6x Annual Property Taxes Paid $354,542 $2,134,406 6x •This degree of growth would not happen if the site was rebuilt as lower scale commercial structures •Redevelopment projects of this scale and caliber deliver a tremendous boost to the property tax base •Without TIF, the proposed project does not appear to be viable The CITY ofEDINA 29 Project Evaluation –Sources and Uses Uses of Funds Amount Ph 1 office Ph 2 hotel Total Acquisition & demolition $ 6.3 M 7 %$ 6.1 M $ 12.4 M Hard Costs / Construction $ 58.6 M 68 %$ 59.3 M $117.9 M Hard Cost Contingency $ 2.0 M 2 %$ 2.7 M $ 4.6 M Site work $ 4.7 M 5 %$ 0.3 M $ 4.9 M Permits & Fees $ 0.4 M 1 %$ 0 M $ 0.4 M Professional Services $ 3.7 M 4 %$ 2.6 M $ 6.2 M Soft Cost Contingency $ 0.5 M < 1 %$ 0.3 M $ 0.8 M Financing Costs $ 5.2 M 6 %$ 2.8 M $ 8.0 M Developer Fee $ 4.3 M 5 %$ 2.7 M $ 7.0 M Cash Reserves $ 0.1 M < 1 %$ 0.3 M $ 0.4 M Total $ 85.6 M $ 77.0 M $162.5 M The CITY ofEDINA 30 Project Evaluation -Extraordinary TIF Reimbursable Expenses (Section 3.2) Phase 1 Costs Eligible for Potential Reimbursement Approx. Cost 1)Demolition, remediation $ 1,472,554 2)Site improvements including site prep, utilities, dewatering $ 1,172,805 3)Soil correction (import/export, geo piers and shoring)$ 910,000 4)North / South road ($563,020) $1,339,6305)North / South bicycle & pedestrian trail ($234,431) 6)50% of land cost devoted to north/south easements ($542,179) 7)Public plaza ($1,044,052) $1,532,5948)25% of land cost devoted to public plaza ($388,542) 9)Public art ($100,000) 10)Public sidewalks and streetscapes $ 310,706 11)Stormwater basin $ 503,674 12)Construction costs for LEED upgrades $ 1,309,701 13)Professional costs to prepare TIF agreements $ 300,000 14)Professional design and engineering of public elements $ 604,838 Total = $9,456,502 All eligible costs incurred in Phase 1 No Phase 2 costs are eligible for TIF reimbursement Total is significantly less than allowed by MN Statute The CITY ofEDINA 31 The growth in “Tax Capacity” within the District exceeds the average growth in the City by 10x. This property will lag City-wide growth until redeveloped. This proposal adds long-term tax base growth and will likely spark other investment in the Greater Southdale District. Fiscal Evaluation of Proposal The CITY ofEDINA 32 Project Evaluation –Operating Pro Forma Phase I (site work & office)Annual Revenue Upon Stabilization Office rent (tier 1)Office rent (tier 2)Office rent (tier 3)Parking incomeVacancy Loss (5%)CAM on Vacancy (5%)Effective Gross Income = $3;254,292$1,195,636$ 847,590$ 397,800-$ 264,876-$ 85,146$5,345,296 Net Operating Income (NOI)+ TIF Note PaymentNOI (with TIF Assistance) = $5,345,296+ $667,000$6,012,296 Total Development Cost = $85,555,915 Project Returns Without TIF With TIF Cash on Cost (NOI/TDC) 6.25% below market 7.03% acceptable Cash on Cash (cash flow/equity) 1.92% below market 4.52% acceptable Staff and HRA advisors evaluate developer’s financial assumptions to confirm the financial gap with the intent to maximize the amount of private investment based on the current market conditions. The CITY ofEDINAFiscal Evaluation of Proposal 33 2051 TIF District Expires -$2.8 MM Cumulative Difference 2054 Break Even Point +$860,000 Annual Taxes ThereafterIn the long term, the local property taxes collected from the site (net of TIF) quickly outpaces the property taxes expected from a smaller scale development without TIF. The CITY ofEDINA 34 Recommended Terms -Private Investment with limited public reimbursement 1.Developer bears all financial risk and construction risk 2.Developer secures debt and equity 1.-Phase I = $85.6 million (estimated) 2.-Phase II = $77.0 million (estimated) 3.Deadlines to begin and to complete (Section 4.1) 1.-Phase I begins summer 2023 2.-Phase II begins by 2025 The CITY ofEDINA 35 Recommended Terms -TIF Notes (Section 3.4) 1.HRA to pledge up to $7.55 million (5% of TDC) to reimburse for private costs that deliver public benefit -Notes sized to allow project to proceed while avoiding excess profit 2. Interest-bearing TIF Notes to eliminate risk to City -First Note: up to $5.935k (7% of Ph 1 cost) -Second Note: up to $1.615k -Interest = lesser of 6.5% or developer’s actual rate 3.Final face value and interest rate confirmed prior to issuance 4.City and HRA bear no financial risk Least Risk to City Most Risk to City The CITY ofEDINA 36 Recommended Terms -Payments on TIF Notes (Section 3.4) 1.TIF Notes payable after basic conditions satisfied 1.-project completed 2.-public benefits delivered 3.-developer in good standing 4.-developer pays the property taxes 2.Payable from 90% of incremental taxes received -10% of increment remains with HRA for administrative expenses OR for pooling to affordable housing projects --base taxes continue to support City, School, County Pay Go TIF Note The CITY ofEDINARecommended Terms -Certificate of Completion (Section 4.12) •Confirmation that all goals of each phase have been delivered •-taxable building substantially completed •-outdoor public realm delivered •Confirmation of final project costs •Confirmation of applicable interest rate •Confirmation that returns do not exceed market 37 Pay Go TIF Note The CITY ofEDINARecommended Terms -Confirm value and rate of TIF Notes (Section 3.4a and 3.5c) Agreement includes several checks to ensure that TIF is not over used •Prior to issuance, the financial gap is reviewed based on actual costs incurred •TIF Notes may be reduced if market return on cost exceeds 8.5% •Interest rate may be reduced based on actual private debt cost •-not to exceed 6.50% (Section 3.4b) 38 The CITY ofEDINARecommended Terms -Lookback and Clawback (Section 3.5(d), Exhibit I) 39 •Internal Rate of Returns (IRR) to developer also monitored upon the sale of the project and mid-way through the 25-year term to ensure TIF payments are still warranted -Note terminates and clawback applied if excess returns realized: 22% IRR in years 1 - 3 19% IRR in years 4 - 7 16% IRR in year 8 plus -If any “excess profit” was created with TIF payments, those funds must be returned The CITY ofEDINASummary 1)TIF Agreement has been prepared based on Edina TIF Policy and February 2023 Term Sheet 2)Blighted properties have been eliminated 3)Zoning and overall Site Plan has been reviewed by Planning Commission and approved by City Council 4)HRA advisors confirmed approx. $10 M in TIF-eligible exceptional costs and public improvements in Phase 1 5)HRA legal counsel prepared permanent easements to secure public improvements 40 6)Developer will incur all financial risk to construct and will maintain all new public improvements per City policy 7)HRA advisors confirm that w/o TIF, the project delivers below-market returns and will not be financeable 8)TIF Notes proposed after completion of each phase to reimburse developer for up to $7.55 M in direct costs plus market interest 9)Safeguards in place to prevent excessive profits in short term and long term 10)Staff recommends approval of the Agreement The CITY ofEDINA 41 Staff Recommendation Staff recommends that the TIF Redevelopment Agreement with 7250 France Group, LLC be approved. City staff and the HRA’s legal and financial advisors are available if you have any additional questions. Execution Draft Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Redevelopment Agreement (7200-7250 France Avenue) by and among City of Edina, Minnesota, Housing and Redevelopment Authority of Edina, Minnesota, and 7250 France Group, LLC Dated as of: April 18, 2023 THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 Execution Draft -i- Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 TABLE OF CONTENTS Page Article I Recitals; Exhibits, Definitions ..................................................................................................... 3 1.1 Recitals ......................................................................................................................... 3 1.2 Exhibits ......................................................................................................................... 4 1.3 Definitions .................................................................................................................... 4 Article II Representations and Warranties .............................................................................................. 9 2.1 Representations and Warranties of the City ................................................................. 9 2.2 Representations and Warranties of the Authority ........................................................ 9 2.3 Representations and Warranties of Developer ........................................................... 10 Article III TIF Assistance ......................................................................................................................... 11 3.1 Creation of TIF District; Certification ........................................................................ 11 3.2 Phase 1 Minimum Improvements Qualified Redevelopment Costs ........................... 11 3.3 No TIF Assistance for Phase 2 Minimum Improvements .......................................... 13 3.4 TIF Notes .................................................................................................................... 13 3.5 TIF Assistance and Potential Adjustment .................................................................. 15 3.6 Assignment of Note .................................................................................................... 19 3.7 Action to Reduce Taxes. ............................................................................................ 21 Article IV Project Requirements ............................................................................................................. 21 4.1 Commencement and Completion of Minimum Improvements .................................. 21 4.2 Zoning and Land Use Approvals ................................................................................ 22 4.3 Building and Construction Permits ............................................................................ 22 4.4 Restrictions on Development ..................................................................................... 22 4.5 Submission and Approval of Evidence of Financing ................................................. 23 4.6 Public Easements. ....................................................................................................... 23 4.7 Public Art ................................................................................................................... 24 4.8 Environmental Sustainability ..................................................................................... 24 4.9 Equity and Inclusion ................................................................................................... 25 4.10 Effect of Delay ........................................................................................................... 29 4.11 Additional Responsibilities of Developer .................................................................. 29 4.12 Certificate of Completion ........................................................................................... 29 4.13 Future Public Crossing ............................................................................................... 32 4.14 Special Service District .............................................................................................. 35 Article V Encumbrance of the Project Area .......................................................................................... 35 5.1 Mortgage of the Project Area ..................................................................................... 35 5.2 Copy of Notice of Default to Mortgagee .................................................................... 36 5.3 Mortgagee’s Option to Cure Events of Default .......................................................... 36 5.4 Rights of a Foreclosing Mortgagee ............................................................................ 36 5.5 Events of Default Under Mortgage ............................................................................ 37 5.6 Subordination of Agreement ...................................................................................... 37 Execution Draft -ii- Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Article VI Insurance and Indemnification .............................................................................................. 37 6.1 Insurance .................................................................................................................... 37 6.2 Indemnification .......................................................................................................... 38 Article VII Other Developer Covenants ................................................................................................. 38 7.1 Developer Reimbursement Obligations ..................................................................... 39 7.2 Maintenance and Operation of the Improvements ..................................................... 39 7.3 Cooperation with Litigation ....................................................................................... 39 7.4 Condemnation, Damage, or Destruction .................................................................... 39 7.5 Business Subsidy Agreement ..................................................................................... 39 7.6 Developer/Authority Grant Applications ................................................................... 40 7.7 Mitigation of Construction Disruption ....................................................................... 40 7.8 Parcel 7200 Temporary Parking; Phase 2 Pad Site Preparation ................................. 40 7.9 Project Information .................................................................................................... 40 Article VIII Transfer Limitations ........................................................................................................... 41 8.1 Representation as to the Minimum Improvements ..................................................... 41 8.2 Limitation on Transfers .............................................................................................. 41 Article IX Events of Default and Remedies ............................................................................................ 43 9.1 Events of Default Defined .......................................................................................... 43 9.2 Developer Events of Default ...................................................................................... 43 9.3 City and Authority Events of Default ......................................................................... 44 9.4 Cure Rights ................................................................................................................. 44 9.5 Authority Remedies on Developer Events of Default ................................................ 44 9.6 City Remedies on Developer Events of Default ......................................................... 45 9.7 Developer Remedies on City or Authority Events of Default .................................... 45 9.8 No Remedy Exclusive ................................................................................................ 45 9.9 No Additional Waiver Implied by One Waiver ......................................................... 46 9.10 Reimbursement of Attorneys’ Fees ............................................................................ 46 Article X Additional Provisions ............................................................................................................... 46 10.1 Conflicts of Interest .................................................................................................... 46 10.2 Titles of Articles and Sections .................................................................................... 46 10.3 Notices and Demands ................................................................................................. 46 10.4 Governing Law, Jurisdiction, Venue and Waiver of Trial by Jury ............................ 47 10.5 Severability ................................................................................................................. 47 10.6 Consents and Approvals ............................................................................................. 47 10.7 Additional Documents ................................................................................................ 47 10.8 Limitation ................................................................................................................... 47 10.9 City/Authority Approval ............................................................................................ 47 10.10 Superseding Effect ..................................................................................................... 48 10.11 Relationship of Parties................................................................................................ 48 10.12 Survival of Terms ....................................................................................................... 48 10.13 Data Practices Act ...................................................................................................... 48 10.14 No Waiver of Governmental Immunity and Limitations on Liability ........................ 48 Execution Draft -iii- Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 10.15 City and Authority Regulatory Authority................................................................... 48 10.16 Memorandum of Agreement ...................................................................................... 48 10.17 Limited Liability ........................................................................................................ 48 10.18 Time is of the Essence ................................................................................................ 49 10.19 Counterparts ............................................................................................................... 49 10.20 Amendments ............................................................................................................... 49 10.21 Term ........................................................................................................................... 49 10.22 Estoppel Certificate .................................................................................................... 49 10.23 Relationship to 7200 Parcel and 7200 Parcel Owner ................................................. 49 Execution Draft -iv- Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 LIST OF EXHIBITS Exhibit A Legal Description of the Project Area Exhibit B Project Site Plan Exhibit C Phase 1 Development Plan Exhibit D Initial Projected TIF Pro Forma Exhibit E Form of Go-Ahead Letter Exhibit F Form of Certificate of Completion with Completion Checklist Exhibit G Memorandum of Redevelopment Agreement Exhibit H Form of TIF Notes Exhibit I Sample Lookback Calculation Exhibit J Form of Public Plaza Easement Agreement Exhibit K Equity and Inclusion Outreach Plan for Phase 1 Minimum Improvements Exhibit L Form of Equity and Inclusion Report Execution Draft 1 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 REDEVELOPMENT AGREEMENT (7200-7250 France Avenue) THIS REDEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into April 18, 2023 (“Effective Date”), by and among the City of Edina, Minnesota, a Minnesota statutory city (the “City”), the Housing and Redevelopment Authority of Edina, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Authority”), and 7250 France Group, LLC, a Minnesota limited liability company (“Developer”). RECITALS A. Pursuant to and in accordance with Minnesota Statutes, Sections 469.174 to 469.1799, as amended (the “TIF Act”), the Authority is authorized to finance certain eligible redevelopment costs of redevelopment projects with tax increment revenues derived from a tax increment financing district established in accordance with the TIF Act. B. The City and the Authority previously established the “Southeast Edina Redevelopment Project Area” pursuant to Sections 469.001 through 469.047, inclusive, of the TIF Act, in an effort to encourage the development and redevelopment of such designated area within the City (the “Redevelopment Area”). C. In accordance with the TIF Act, the Authority has analyzed the current use of that certain land within the Redevelopment Area located at 7200 France Avenue (the “7200 Parcel”) and 7250 France Avenue (the “7250 Parcel”, and collectively with the 7200 Parcel, the “Project Area”), as such Project Area is legally described on Exhibit A attached hereto, including a building-by-building structural analysis, and determined that the Project Area is currently underutilized, with obsolete structures and physical arrangements, substantial vacant areas, and potential contamination, with outdated and inadequate public infrastructure and circulation. D. Developer is the current fee owner of the 7250 Parcel, and France Property Partners, LLC, a Minnesota limited liability company (together with its permitted successor and assigns, “7200 Parcel Owner”), a Related Party of Developer, is the current fee owner of the 7200 Parcel. E. Having analyzed the current land use in the Project Area, consistent with the TIF Act, the Authority and the City held public hearings after appropriate notices to consider the need and desirability for adoption of a tax increment financing plan and the creation and establishment of the Project Area and certain other adjoining land as a tax increment financing district pursuant to the TIF Act, and determined that absent such authorization and the provision of certain funds to undertake various qualified redevelopment activities, the redevelopment contemplated herein would not be undertaken. F. After such hearings, the Authority and the City, having determined that the creation and establishment of a tax increment financing district in the Project Area and such other adjoining land is in the public interest, the Authority and the City established the 72nd and France Tax Increment Financing District (a redevelopment district) (the “TIF District”) under the TIF Act and adopted the Tax Increment Financing plan (the “TIF Plan”) for the TIF District in accordance with Minnesota Statutes, Section 469.175, pursuant to Authority Resolution No. 2023-04 and City Resolution No. 2023-25. G. Developer has requested, and the City has approved, pursuant to the Phase 1 City Approvals (defined herein), rezoning of the Project Area to a Planned Unit Development and a final development plan for the redevelopment of the Project Area. Execution Draft 2 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 H. Pursuant to and as described in the Phase 1 City Approvals, the previous two multi-tenant office buildings and parking ramp located on the Project Area have been demolished and Developer intends to redevelop the Project Area with new buildings and other improvements, as more particularly described herein as the “Phase 1 Minimum Improvements” and the “Phase 2 Minimum Improvements”, and, collectively, referred to herein as the “Project” or the “Minimum Improvements”, as such Project is generally depicted on the Project site plan attached as Exhibit B (the “Project Site Plan”). I. For purposes of this Agreement, the “Phase 1 Minimum Improvements” shall mean and include development and construction of the following improvements, all as generally depicted on the Project Site Plan and all to be constructed in accordance with the Phase 1 City Approvals and otherwise at the general scale and massing using the architectural quality, exterior finish materials and landscaping as shown in the Phase 1 Development Plan (as defined herein): (i) A five-story mixed-use professional office/retail building with approximately 138,000 rentable square feet and two levels of underground parking (the “Phase 1 Building”), and related site improvements, all to be located on the 7250 Parcel; (ii) a north/south public vehicular access road connecting Gallagher Drive to 72nd Street, located on the west side of the Project Area and parallel to France Avenue and such other related streetscape and other improvements (the “North/South Road”), which such North/South Road shall be subject to a City Easement, as provided herein; (iii) a north/south public bike/pedestrian path and walkway connecting Gallagher Drive to 72nd Street, located on the west side of the North/South Road and such other related streetscape and other improvements (the “North/South Path”), which such North/South Path shall be subject to a City Easement, as provided herein; (iv) An approximately 31,000 square foot public plaza (the “Public Plaza”), located on portions of both the 7200 Parcel and the 7250 Parcel, which shall include landscaping, hardscaping, public art, security cameras (and other public safety precautions in strategic locations), and other pedestrian amenities consistent with the Phase 1 City Approvals, which such Public Plaza shall be subject to a City Easement, as provided herein; (v) the sidewalk, streetscape, and landscape improvements and amenities (the “Sidewalks and Streetscapes”) along France Avenue, Gallagher Drive and 72nd Street adjoining the Project Area, as required under the terms of the Phase 1 City Approvals, which such Sidewalks and Streetscapes shall be subject to a City Easement, as provided herein; (vi) storm water management improvements in accordance with the Phase 1 City Approvals; (vii) the Public Art (defined herein); and (viii) the Phase 2 Pad Site Preparation has been completed or the temporary surface parking on the 7200 Parcel permitted by the City Approvals has been constructed in accordance with the City Approvals and applicable Law. Execution Draft 3 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 J. For purposes of this Agreement, the “Phase 2 Minimum Improvements” shall mean and must include development and construction of either of the following buildings (as the case may be, the “Phase 2 Building”) and related site improvements on the 7200 Parcel: (i) a luxury/high end hotel with approximately 150 rooms with retail space for possible restaurant, fitness, other compatible retail businesses and rooftop restaurant patio (a “Phase 2 Hotel Project”); or (ii) a multi-family residential building consisting of at least three (3) stories above grade but no larger (in terms of height and footprint area) than the Phase 1 Building and containing approximately 150 residential units and ground floor retail (with residential units leased at both market and affordable rates in accordance with City policy) (a “Phase 2 Residential Project”); in either case, as the same may be generally depicted in, and otherwise at the general scale and massing using the architectural quality, exterior finish materials and landscaping as shown in, the Phase 2 City Approvals (defined herein). K. Upon completion, the Project is anticipated to deliver many benefits to the general public. In addition to the redevelopment of an underutilized building and long-term increase in the property tax base, the Project will deliver additional public benefits including, job creation, new mixed-use development with smaller blocks and mass consistent with the Southdale Experience Guidelines, stormwater improvements, environmental remediation, streetscape improvements, and permanent sustainability features. Upon completion, the Project will also enable several improvements to the local transportation network including improvements for pedestrians, bicyclists, and motorists. These improvements are intended to benefit the Project, the adjacent properties, the surrounding neighborhoods and the general public who travel to and through this area. L. The Authority and the City have adopted findings which include a determination that (i) the redevelopment to occur through the proposed Project would not occur solely through private investment within the reasonably foreseeable future and that the increased market value of the Project Area that could reasonably be expected to occur without the use of the tax increment financing would be less than the increase in the market value estimated to result from the proposed development after subtracting the present value of the Project’s tax increments for the duration of the TIF District, (ii) that the proposed Project conforms to the general plan for the development or redevelopment of the City as a whole, and (iii) that the proposed Project affords maximum opportunity consistent with the sound needs of the City as a whole, for the development or redevelopment of the TIF District by private enterprise, and, accordingly, the City and Authority believes the Project is in the best interest of the City and desire to assist in providing financial support for the Minimum Improvements with certain TIF Assistance (as defined herein) in accordance with Article III of this Agreement. NOW, THEREFORE, in consideration of foregoing Recitals, which are incorporated into the provisions of this Agreement by this reference, and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the others as follows: Article I Recitals; Exhibits, Definitions 1.1 Recitals. The foregoing Recitals are incorporated into this Agreement by this reference, including the definitions set forth therein. Execution Draft 4 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 1.2 Exhibits. All Exhibits referred to in and attached to this Agreement upon execution are incorporated in and form a part of this Agreement as if fully set forth herein. 1.3 Definitions. Unless the context otherwise specifies or requires, the following terms have the following definitions. Certain other capitalized terms are defined elsewhere in this Agreement. All defined terms may be used in the singular or the plural, as the context requires. “7200 Parcel” has the meaning set forth in Recital C. “7200 Parcel Owner” has the meaning set forth in Recital D. “7250 Parcel” has the meaning set forth in Recital C. “Agreement” means this Redevelopment Agreement, as the same may be from time to time modified, amended or supplemented. “Authority” means the Housing and Redevelopment Authority of Edina, Minnesota. “Authorized Representative” means, with respect to the Authority, the Executive Director of the Authority or its designee, and, with respect to the City, the City Manager or its designee. “Available Tax Increments” means up to 90% of the Tax Increments received and retained by the Authority from the County during any applicable time frame. “Board” means the Board of Commissioners of the Authority. “Certificate of Completion” means a certificate in substantially the form attached as Exhibit F, signed by the Authorized Representative for the Authority, to be issued pursuant to the terms of Section 4.12. “City” means the City of Edina, Minnesota. “City Approvals” means, collectively, the Phase 1 City Approvals and the Phase 2 City Approvals. “City Consultants” means the financial, engineering, legal, TIF eligibility and other similar advisors to the City and the Authority. “City Council” means the City Council of the City. “City Easement(s)” has the meaning set forth in Section 4.6(a). “City Parties” means the City and the Authority, and their respective governing body members and elected officials, officers, employees, agents, independent contractors and attorneys. “Commencement” means (i) with respect to pre-construction activities necessary for Commencement of the vertical construction of the Minimum Improvements (e.g., demolition, environmental remediation and site preparation), actual physical activity related to such pre-construction activity and (ii) with respect to vertical construction of the Minimum Improvements, the date on which actual physical construction of the building foundation begins. “Completion” or “Completed” means (i) with respect to either the Phase 1 Minimum Improvements or the Phase 2 Minimum Improvements, Developer’s receipt of the Certificate of Completion from the Execution Draft 5 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Authority for the corresponding Phase of the Minimum Improvements and (ii) with respect to the individual aspects of the Minimum Improvements described in the Minimum Improvements timeline set forth in Section 4.1, substantial completion of such aspect or element such that Developer can proceed with Commencement of the next aspect or element in a manner consistent with normal construction practices “County” means the County of Hennepin, Minnesota. “Cure Rights” means the rights to cure a Default as specified in Section 9.4 before such Default is deemed to be an Event of Default. “Default” means an act or omission by the City, the Authority or Developer which becomes an Event of Default under this Agreement if it is not cured following notice thereof from the other party pursuant to any applicable Cure Rights. “Default Date” has the meaning set forth in Section 4.1(a). “Developer” means 7250 France Group, LLC, a Minnesota limited liability company, and any subsequent fee simple owners of the 7250 Parcel, and their permitted successors and assigns, all in accordance with this Agreement. “Effective Date” means the date of this Agreement set forth in the preamble above. “EIOP” means an equity and inclusion outreach plan, as more particularly described in Section 4.9(d). “Environmental Law” means any federal, state or local law, rule, regulation, ordinance, or other legal requirement relating to (a) a release or threatened release of any Hazardous Material, (b) pollution or protection of public health or the environment or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of any Hazardous Material. “Event of Default” means any of the events by the City, the Authority, Developer, or 7200 Parcel Owner described in Article IX. “Financing Commitments” means financing commitments, term sheets and/or other evidence of financing commitments for the Phase 1 Minimum Improvements or the Phase 2 Minimum Improvements, as applicable, from debt and equity sources sufficient, with all other available sources of funding, to fund all costs to construct the Phase 1 Minimum Improvements or the Phase 2 Minimum Improvements, as applicable, all in a form reasonably satisfactory to the Authority and disclosing (i) the identity of the mortgage lender(s), (ii) mortgage rate and terms, and (iii) an organizational chart of Developer or 7200 Parcel Owner, as applicable, with the identity of all equity sources with greater than a 10% direct or indirect investment in the Phase 1 Minimum Improvements or the Phase 2 Minimum Improvements, as applicable. The Authority acknowledges and agrees that the Financing Commitments may be conditioned on items customarily required by institutional investors and lenders (including, without limitation, adequate financial statements, environmental review, appraisals, surveys and title). “Go-Ahead Letter” means Developer’s letter to the City and the Authority, substantially in the form attached as Exhibit E, and including the Financing Commitments and EIOP for the applicable Phase of the Minimum Improvements, and stating that Developer or 7200 Parcel Owner, as applicable, is prepared to close the Phase 1 Minimum Improvements or the Phase 2 Minimum Improvements financing, as applicable, and is prepared to proceed with the construction of the Phase 1 Minimum Improvements or the Phase 2 Minimum Improvements, as applicable. Execution Draft 6 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 “Hazardous Material” means petroleum, asbestos-containing materials, and any substance, waste, pollutant, contaminant or material that is defined as hazardous or toxic in any Environmental Law. “Law” means federal, state, or local governmental or quasi-governmental laws, ordinances, rules, codes, regulations, directives, orders and/or requirements. “Lookback Pro Forma” has the meaning set forth in Section 3.5(d)(i). “Market Return Rate” has the meaning set forth in Section 3.5(c)(i). “Memorandum of Agreement” means the document described in Section 10.16 and substantially in the form shown in Exhibit G. “Minimum Improvements” has the meaning set forth in Recital H. “Mortgage” has the meaning set forth in Section 5.1(a). “North/South Path” has the meaning set forth in Recital I. “North/South Road” has the meaning set forth in Recital I. “Phase” means each of the Phase 1 Minimum Improvements or the Phase 2 Minimum Improvements. “Phase 1 Approval Resolution” means City Council Resolution No. 2023-11. “Phase 1 Building” has the meaning set forth in Recital I. “Phase 1 City Approvals” means, collectively, the Phase 1 Approval Resolution, the Phase 1 Development Contract, the Phase 1 Development Plan, and the Phase 1 PUD Ordinance, and all other approvals, permits, licenses, and agreements issued by or entered into with the City, the Authority, or other governmental authority relating to the Phase 1 Minimum Improvements, the corresponding Project Area and/or Developer. “Phase 1 Development Contract” means that certain Site Improvement Performance Agreement dated February 7, 2023 by and between the City and Developer and pertaining to the Phase 1 Minimum Improvements, as may be amended, supplemented, and/or otherwise modified from time to time, and to be recorded against the applicable portion of the Project Area. “Phase 1 Development Plan” means the final development plans for the Phase 1 Minimum Improvements and the Project as approved by the City pursuant to the Phase 1 Approval Resolution and the Phase 1 PUD Ordinance, and attached hereto as Exhibit C. “Phase 1 Minimum Improvements” has the meaning set forth in Recital I. “Phase 1 PUD Ordinance” means City Ordinance No. 2022-13. “Phase 1 TIF Note” has the meaning set forth in Section 3.4(a). “Phase 2 Approval Resolution” means any authorizing resolution issued by the City Council means any City ordinance adopted by the City Council approving any final zoning, site plan, and site improvement Execution Draft 7 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 contract for the 7250 Parcel, but only to the extent such Phase 2 Approval Resolution authorizes the Phase 2 Minimum Improvements, as defined and described herein. “Phase 2 Building” has the meaning set forth in Recital J. “Phase 2 City Approvals” means, collectively, the Phase 2 Approval Resolution, the Phase 2 Development Contract, the Phase 2 Development Plan, and the Phase 2 PUD Ordinance, and all other approvals, permits, licenses, and agreements issued by or entered into with the City, the Authority, or other governmental authority relating to the Phase 2 Minimum Improvements, the corresponding Project Area and/or Developer. “Phase 2 Development Contract” means any site improvement performance or other site development contract entered into by and between the City and Developer and pertaining to the Phase 2 Minimum Improvements, as may be amended, supplemented, and/or otherwise modified from time to time, and to be recorded against the applicable portion of the Project Area. “Phase 2 Development Plan” means the final development plans for the Phase 2 Minimum Improvements and the Project as approved by the City pursuant to the Phase 2 Approval Resolution and the Phase 2 PUD Ordinance. “Phase 2 Minimum Improvements” has the meaning set forth in Recital J. “Phase 2 Pad Site Preparation” means the (i) removal of any temporary surface parking on the 7200 Parcel permitted by the City or otherwise located on the 7200 Parcel, and (ii) 7200 Parcel being prepared, in rough graded condition in accordance with the Phase 2 City Approvals or other applicable Law in preparation for construction of the Phase 2 Minimum Improvements. “Phase 2 PUD Ordinance” means any City ordinance adopted by the City Council establishing the zoning, allowed and conditional uses, and related zoning requirements for the 7250 Parcel, but only to the extent such Phase 2 PUD Ordinance authorizes the Phase 2 Minimum Improvements, as defined and described herein. “Phase 2 TIF Note” has the meaning set forth in Section 3.4(a). “Project” means the construction and development of all Phases of the Minimum Improvements within the Project Area in accordance with the City Approvals and this Agreement. “Project Area” has the meaning set forth in Recital C. “Project Site Plan” means the site plan for the Project attached as Exhibit B. “Public Art” has the meaning set forth in Section 4.7. “Public Path Easement” has the meaning set forth in Section 4.6(a)(ii). “Public Plaza” has the meaning set forth in Recital I. “Public Plaza Easement” has the meaning set forth in Section 4.6(a)(iv). “Public Road Easement” has the meaning set forth in Section 4.6(a)(i). “Qualified Redevelopment Costs” has the meaning set forth in Section 3.2. Execution Draft 8 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 “Redevelopment Area” has the meaning set forth in Recital B. “Related Party” means with respect to any person or entity (i) any other person or entity controlling, controlled by or under common control with such person or entity; or (ii) any other person or other entity in which the majority equity interest of such other person or entity is owned by the same parties that have a majority equity interest in the first person or entity. “Sidewalk Easement” has the meaning set forth in Section 4.6(a)(iii). “Sidewalks and Streetscapes” has the meaning set forth in Recital H. “State” means the state of Minnesota. “Tax Increments” means the tax increment (as defined in the TIF Act) derived from the Project Area which have been actually received and retained by the Authority in accordance with the provisions of the TIF Act, including without limitation Minnesota Statutes, Section 469.177. “TIF” means tax increment financing pursuant to the TIF Act. “TIF Act” has the meaning set forth in Recital A. “TIF Assistance” means reimbursement of Qualified Redevelopment Costs through payments from the Authority to Developer of Available Tax Increments under the TIF Notes, pursuant to the terms and conditions of Article III of this Agreement, the TIF Notes, and the TIF Act. “TIF District” has the meaning set forth in Recital F. “TIF Notes” means, collectively, the Phase 1 TIF Note and the Phase 2 TIF Note. “TIF Plan” has the meaning set forth in Recital F. “TIF Pro Forma” means separate detailed financial pro formas for each of (i) the Phase 1 Minimum Improvements and (ii) the Phase 2 Minimum Improvements, and including, separately for each such Phase of the Minimum Improvements (and specifically not combined for the Phases), costs, sources and uses of financing, return calculations based on projected and/or actual (as applicable) income and expenses, in substantially the form of the projected pro formas attached hereto as Exhibit D, and all as updated by Developer from time to time in accordance with this Agreement based on actual and/or projected Minimum Improvements information, as the same becomes available during the development of the Minimum Improvements. “Unavoidable Delays” means actual delays in the Commencement and Completion of the Minimum Improvements or any element thereof, outside the reasonable control of Developer, to extent such actual delays are a result of (i) unusually severe or prolonged bad weather, (ii) acts of God, acts of war, civil unrest, terrorism, criminal conduct of third parties, fire or other casualty to the Minimum Improvements, (iii) litigation commenced by third parties, (iv) actions or inactions of any federal, State, or local government unit which directly result in delays, including, but not limited to, a declared emergency under Minnesota Statutes, Chapter 12 or due to pandemic or quarantine restrictions imposed by applicable Law, (v) strikes, or other labor trouble, industry-wide material shortages and delays in delivery, labor shortages; (vi) concealed or unknown site conditions not revealed and not reasonably anticipated prior to the Effective Date; (vii) pandemic and outbreaks of Covid-19 and variants thereof; and/or (viii) other events beyond Developer’s reasonable control which Developer could not reasonably foresee would occur and Execution Draft 9 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 which Developer would have been reasonably expected to take measures to avoid or minimize, in each case, not resulting from the act or omission of Developer (or its contractors, subcontractors, agents, or employees), and in each instance to the extent Developer gives written notice to the Authority and City within 30 days after either the occurrence of such event giving rise to each Unavoidable Delay or Developer’s reasonable realization that the occurrence will cause an Unavoidable Delay. Article II Representations and Warranties 2.1 Representations and Warranties of the City. The City makes the following representations and warranties: (a) The City is a Minnesota municipal corporation and has the power to enter into this Agreement and carry out its obligations hereunder. The City has duly authorized the execution, delivery and performance of this Agreement. (b) There is not pending, nor to the best of the City’s knowledge is there threatened, any suit, action or proceeding against the City before any court, arbitrator, administrative agency or other governmental authority that may materially and adversely affect the validity of any of the transactions contemplated hereby, the ability of the City to perform its obligations hereunder or as contemplated hereby, or the validity or enforceability of this Agreement. (c) To the best of the City’s knowledge and belief, no member of the City Council or officer of the City, has either a direct or indirect financial interest in this Agreement, nor will any City Councilmember or officer of the City, benefit financially from this Agreement within the meaning of Minnesota Statutes, Section 469.009, as amended. (d) The execution, delivery and performance of this Agreement, and any other documents, instruments or actions required or contemplated pursuant to this Agreement by the City does not, and consummation of the transactions contemplated therein and the fulfillment of the terms thereof will not conflict with or constitute on the part of the City a breach of or default under any existing agreement or instrument to which the City is a party or violate any law, charter or other proceeding or action establishing or relating to the establishment and powers of the City or its officers, officials or resolutions. 2.2 Representations and Warranties of the Authority. The Authority makes the following representations and warranties: (a) The Authority is a public body corporate and politic and a governmental subdivision of the State, duly organized and existing under State law and the Authority has the authority to enter into this Agreement and carry out its obligations hereunder. (b) Except as provided in this Agreement, and provided that the Authority will fund fiscal disparities from within the TIF District, in accordance with Minnesota Statutes, Section 469.177, subdivision 3, the Authority agrees to retain all of the captured net tax capacity of the Project Area to finance the Qualified Redevelopment Costs as provided in this Agreement, and will elect that the duration of the TIF District will be the maximum duration permitted by the TIF Act. The Authority will not voluntarily take any action to reduce the amount of captured tax capacity retained to finance the Qualified Redevelopment Costs or to further reduce the duration of the District until the amount paid to Developer from Available Tax Increments reaches the maximum amount specified in Article III. Execution Draft 10 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (c) The execution, delivery and performance of this Agreement and any other documents or instruments required pursuant to this Agreement by the Authority does not, and consummation of the transactions contemplated therein and the fulfillment of the terms thereof will not, conflict with or constitute on the part of the Authority a breach of or default under any existing (i) indenture, mortgage, deed of trust or other agreement or instrument to which the Authority is a party or by which the Authority or any of its property is or may be bound, (ii) legislative act, constitution or other proceeding establishing or relating to the establishment of the Authority or its officers or its resolutions, or (iii) any Minnesota statute or any provisions of any bond, debenture, loan agreement, regulation or order of the United States of America or the State, or any agency or political subdivisions thereof or any court order or judgment in any proceeding to which the Authority is or was a party by which it is bound. (d) There is not pending, nor to the best of the Authority’s knowledge is there threatened, any suit, action or proceeding against the Authority before any court, arbitrator, administrative agency or other governmental authority that may materially and adversely affect the validity of any of the transactions contemplated hereby, the ability of the Authority to perform its obligations hereunder or as contemplated hereby, or the validity or enforceability of this Agreement. (e) To the best of the Authority’s knowledge and belief, no member of the Board of the Authority or officer of the Authority, has either a direct or indirect financial interest in this Agreement, nor will any Commissioner of the Authority or officer of the Authority, benefit financially from this Agreement within the meaning of Minnesota Statutes, Section 469.009, as amended. 2.3 Representations and Warranties of Developer. Developer represents and warrants that: (a) Developer and 7200 Parcel Owner are each a limited liability company organized and in good standing under the laws of the state of Minnesota, are not in violation of any provisions of its operating agreement or other organizational documents or the laws of the State, have power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of its members. (b) Developer currently owns marketable fee title to the 7250 Parcel. 7200 Parcel Owner currently owns marketable fee title to the 7200 Parcel. 7200 Parcel Owner is a Related Party of Developer and shall remain a Related Party of Developer, subject to the applicable terms and conditions of this Agreement. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated thereby, and the fulfillment of the terms and conditions thereof do not and will not conflict with or result in a breach of any material terms or conditions of Developer’s organizational documents, any restriction or any agreement or instrument to which Developer is now a party or by which it is bound or to which any property of Developer is subject, and do not and will not constitute a default under any of the foregoing or to the best of Developer’s knowledge be a violation of any order, decree, statute, rule or regulation of any court or of any state or Federal regulatory body having jurisdiction over Developer or its properties, including its interest in the Minimum Improvements, and do not and will not result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of Developer contrary to the terms of any instrument or agreement to which Developer is a party or by which it is bound. (d) To the best of Developer’s knowledge and belief, the execution and delivery of this Agreement will not create a conflict of interest prohibited by Minnesota Statutes, Section 469.009, as amended. Execution Draft 11 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (e) Developer would not construct the Phase 1 Minimum Improvements, but for the execution of this Agreement and the TIF Assistance for the Qualified Redevelopment Costs and other public assistance contemplated to be made available hereunder. (f) There are no pending or to the best of Developer’s knowledge, threatened legal proceedings, of which Developer has notice, contemplating the liquidation or dissolution of Developer or threatening its existence, or seeking to restrain or enjoin the transactions contemplated by the Agreement, or questioning the authority of Developer to execute and deliver this Agreement or the validity of this Agreement. (g) Neither Developer nor any Related Party of Developer is currently delinquent in the payment of any business, occupation, sales, use, gross receipts, rental, real and personal property and other similar taxes imposed with respect to any real property owned or leased by any of such parties in the State. (h) Developer has not received any notice from any local, state or federal official that the activities of Developer or the Authority with respect to the Project Area may or will be in violation of any Environmental Law, except as has been identified in any report, audit, inspection or survey, undertaken by or provided to the City and the Authority. Developer represents that to the best of Developer’s knowledge: (i) it is not aware of any state or federal claim filed or planned to be filed by any party relating to any violation of any local, state or federal Environmental Law, regulation or review procedure, and (ii) it is not aware of any violation of any local, state or federal law, regulation or review procedure which would give any person a valid claim under any Environmental Law, including the Minnesota Environmental Rights Act or the Minnesota Environmental Policy Act. (i) Developer reasonably expects that it and Parcel 7200 Owner will each be able to obtain private financing in an amount sufficient, together with funds provided by the Authority and any other public agencies, to enable Developer and Parcel 7200 Owner, as applicable, to successfully construct the Minimum Improvements, as provided herein. Article III TIF Assistance 3.1 Creation of TIF District; Certification. The Authority and City have taken all necessary actions to create and establish the TIF District as of the Effective Date. The TIF District has been created and established as a “redevelopment” district under the TIF Act. The Authority will cause the TIF District to be certified prior to June 30, 2023, such that Tax Increments will be available commencing in the calendar year 2026. Developer acknowledges and agrees that the Authority and the City may take appropriate steps to modify the TIF District in the future, including, without limitation, incorporating additional land into the TIF District. Developer shall cooperate with the Authority and the City with any such future modification, including to execute and deliver any supplements or modifications to this Agreement that are reasonably required in connection therewith, provided that no such modification or supplement shall (a) increase any obligation of Developer hereunder or (b) adversely affect any right of or benefit of Developer hereunder. All TIF Assistance hereunder must be in accordance with the Authority’s TIF policy. 3.2 Phase 1 Minimum Improvements Qualified Redevelopment Costs. Costs and expense for the items described below, initially paid by Developer from Developer’s own sources and incurred in furtherance of the construction and development of the Phase 1 Minimum Improvements, shall be eligible for TIF Assistance under the terms and conditions of this Agreement (collectively, “Qualified Redevelopment Costs”): Execution Draft 12 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Qualified Redevelopment Costs for Phase 1 Minimum Improvements Approx. Cost 1. Reimbursement for demolition of two obsolete structures, including remediation of environmental contamination $1,472,554 2. Site improvements required under Phase 1 Development Plan including site preparation, utilities, and dewatering, excluding costs of Items #3, 4, 5, 7, 9, 10 and 11 (construction costs) $1,172,805 3. Soil corrections (soil import/export, geo piers, shoring) $910,000 4. North/South Road (construction costs) $563,020 $1,339,630 5. North/South Path (construction costs) $234,431 6. Portion of land cost (50%) for North/South Road and North/South Path $542,179 7. Public Plaza (construction costs)* $1,044,052 $1,532,594 8. Portion of land cost (25%) for Public Plaza and Sidewalks and Streetscapes $388,542 9. Public Art $100,000 10. Sidewalks and Streetscapes $310,706 11. Storm water holding area in northwest portion of Project Area (construction costs) $503,674 12. Construction costs for upgrade from LEED certified to LEED Silver $1,309,701 13. Costs reimbursable to the City and Authority as provided in Section 7.1. $300,000 14. Professional design and engineering costs of Items #2, 3, 4, 5, 7, 10, 11, and 12 (estimated at 10% of Phase 1 Minimum Improvements hard costs) $604,838 Total = $9,456,502 *Plus up to $200,000 for any additional design and construction costs incurred by Developer pursuant to the Public Crossing Agreement related to the Public Crossing. Execution Draft 13 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 The actual amount of Qualified Redevelopment Costs within each of the foregoing categories may be allocated among such categories, subject to reasonable review and approval by the Authority, and provided that Developer must provide reasonable evidence of the actual amounts of Qualified Redevelopment Cost actually incurred or committed in each such category. 3.3 No TIF Assistance for Phase 2 Minimum Improvements . Notwithstanding anything to the contrary herein, costs and expenses incurred by Developer in furtherance of the construction and development of the Phase 2 Minimum Improvements shall not be eligible for TIF Assistance under this Agreement. 3.4 TIF Notes. (a) TIF Notes. In order for Developer to obtain the TIF Assistance contemplated by this Agreement, the Authority shall issue, subject to the terms and conditions of this Agreement, two (2) “pay-as-you-go” TIF notes (each a “TIF Note” and collectively, the “TIF Notes”) to Developer in the aggregate principal amount of up to $7,550,000 (the “Maximum Principal Amount”). One TIF Note shall be issued after the Completion of the Phase 1 Minimum Improvements (“Phase 1 TIF Note”) and Developer’s satisfaction of the other conditions to issuance of the Phase 1 TIF Note set forth in Section 3.4(d). The maximum original principal amount of the Phase 1 TIF Note shall be $5,935,000. The second TIF Note shall be issued upon the Completion of the Phase 2 Minimum Improvements (“Phase 2 TIF Note”) and Developer’s satisfaction of the other conditions to issuance of the Phase 2 TIF Note set forth in Section 3.4(e). The maximum original principal amount of the Phase 2 TIF Note shall be $1,615,000. Each TIF Note shall be issued in substantially the form attached as Exhibit H. (b) TIF Note Interest. The TIF Notes shall bear simple interest on the unpaid principal balance thereof at a fixed rate equal to the lesser of: (i) the rate of interest charged by the lender providing the initial permanent financing (including any mini-perm loan used to pay-off the initial construction financing) in place following Completion of the Phase 1 Minimum Improvements which is secured by a first priority Mortgage on the Phase 1 Building; and (ii) 6.50% per annum; which rate shall be calculated for both TIF Notes once as of the date of the issuance of the Phase 1 TIF Note. (c) Payments and Interest. Semi-annual payments on the TIF Notes from Available Tax Increment and accrual of interest on the unpaid principal balance of such TIF Note will commence upon the Authority’s issuance of such TIF Note, all in accordance with terms and condition set forth in such TIF Note. (d) Condition of Issuance of the Phase 1 TIF Note. The Authority’s obligation to issue the Phase 1 TIF Note to Developer is subject to satisfaction of each of the following conditions: (i) the Certificate of Completion for the Phase 1 Minimum Improvements shall have been issued by the Authority in accordance with Section 4.12; (ii) Developer shall have provided evidence satisfactory to the Authority that Developer has actually incurred (A) Qualified Redevelopment Costs in an amount equal to at least the amount of the requested Phase 1 TIF Note and (B) total Phase 1 Minimum Execution Draft 14 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Improvements costs corresponding to the line item detail shown in the initial projected TIF Pro Forma attached as Exhibit D; (iii) Developer shall have provided the updated TIF Pro Forma reflecting the actual costs of the Phase 1 Minimum Improvements to the Authority, and the Authority shall have completed their review, analysis, and audit of the same as necessary to determine the original principal amount of the Phase 1 TIF Note in accordance with Section 3.5(c); (iv) Developer shall have provided the Authority with an updated accounting of all applicable actual contingency funds and/or escalation allowances for the corresponding Phase of the Minimum Improvements and the Authority shall have confirmed such funds were applied and allocated in a manner consistent with Section 3.5(c)(iii); (v) Developer shall have submitted documentation necessary to secure all grant payments as well as other documents to administer the closing of all grant agreements; (vi) Neither Developer, 7200 Parcel Owner, nor any other applicable owner of a portion of the Project Area shall have requested or received a waiver or reduction of any required park dedication fees; and (vii) No Developer Default or Developer Event of Default exist under this Agreement and no default by Developer or default by 7200 Parcel Owner shall exist under any of the City Approvals, City Easements, or any other agreement pertaining to the Project, beyond any applicable notice and cure periods. (e) Condition of Issuance of the Phase 2 TIF Note. The Authority’s obligation to issue the Phase 2 TIF Note to Developer is subject to satisfaction of each of the following conditions: (i) by no later than December 31, 2025 Developer shall have caused the Phase 2 Pad Site Preparation to be Completed, or such later date that the Authority may agree to in writing, including, without limitation, by any extension of the applicable Default Date that may be granted by the Authority’s Authorized Representative under Section 4.1; (ii) the Certificate of Completion for the Phase 2 Minimum Improvements shall have been issued by the Authority in accordance with Section 4.12; (iii) Developer shall have satisfied all the conditions to issuance of the Phase 1 TIF Note in accordance with Section 3.4(d). (iv) Developer shall have provided the updated TIF Pro Forma reflecting the actual costs of the Phase 2 Minimum Improvements to the Authority, and the Authority shall have completed their review, analysis, and audit of the same as necessary to determine the original principal amount of the Phase 2 TIF Note in accordance with Section 3.5(c); (v) Developer shall have provided the Authority with an updated accounting of all applicable actual contingency funds and/or escalation allowances for the corresponding Phase of the Minimum Improvements and the Authority shall have confirmed such funds were applied and allocated in a manner consistent with Section 3.5(c)(iii); Execution Draft 15 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (vi) Developer shall have submitted documentation necessary to secure all grant payments as well as other documents to administer the closing of all grant agreements; (vii) Neither Developer, 7200 Parcel Owner, nor any other applicable owner of a portion of the Project Area shall have requested or received a waiver or reduction of any required park dedication fees; and (viii) No Developer Default or Developer Event of Default exist under this Agreement and no default by Developer or default by 7200 Parcel Owner shall exist under any of the City Approvals, City Easements, or any other agreement pertaining to the Project, beyond any applicable notice and cure periods. (f) Combination of the TIF Notes. Upon the request of either the Authority or Developer to the other party, any such request to be made in connection with the issuance of the Phase 2 TIF Note or any time after issuance of the Phase 2 TIF Note, the TIF Notes issued by the Authority to Developer hereunder may be combined into a single TIF Note, in an amount equal to the then aggregate unpaid principal balance of the TIF Notes and otherwise containing the same terms and conditions of the then existing TIF Notes. If either party makes such request, Developer shall promptly surrender the original TIF Notes to the Authority and the Authority will reissue a single TIF Note in accordance with this section. Upon issuance of such a combined TIF Note, all references in this Agreement to the Phase 1 TIF Note, the Phase 2 TIF Note, or the TIF Note, shall thereafter refer to such combined TIF Note. (g) No Representation or Warranty. Payments of principal and interest under the TIF Notes shall be payable solely from Available Tax Increments. The Authority does not represent or warrant the amounts of Available Tax Increments that will be available for payment principal and interest under the TIF Notes. The Authority will not reimburse Developer for Qualified Redevelopment Costs from Authority revenues, other than from Available Tax Increments, nor guaranty the amount of money which Developer will receive as a reimbursement, such amount being payable solely from the Available Tax Increments in accordance with this section, unless the Authority elects, in its sole and absolute discretion, with no obligation to do so, to pay down the TIF Notes from other funds. 3.5 TIF Assistance and Potential Adjustment. (a) Generally. The financial assistance to Developer under this Agreement is based on certain assumptions regarding anticipated costs and expenses associated with constructing the Minimum Improvements. Specifically, the maximum aggregate principal amount of the TIF Notes have been determined based on the amount of assistance needed to make the Minimum Improvements financially feasible, as shown in the initial projected TIF Pro Forma attached as Exhibit D. The Authority and Developer agree that those assumptions will be reviewed at the times described in this section, and that the amount of TIF Assistance provided herein shall be adjusted in accordance with this Section 3.5. (b) Definitions. For the purposes of this Agreement, the following terms have the following meanings: (i) “7200 Parcel Sale” means a sale of the 7200 Parcel which occurs before the Completion of the Phase 2 Minimum Improvements. (ii) “7200 Parcel Sale Net Proceeds” means the amount of net proceeds received by a 7200 Parcel Owner that is a Related Party of Developer from a 7200 Parcel Sale, which are in excess of (A) the 7200 Parcel land basis as shown in the initial projected Execution Draft 16 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 TIF Pro Forma attached hereto, plus (B) customary 7200 Parcel holding costs incurred after the date hereof and before any such sale, as reasonably determined by the Authority. (iii) “Cash Flow” means Net Operating Income derived from the Project Area less debt service (principal and interest) with respect to the Mortgage loan(s) encumbering the Project Area. (iv) “Cash-on-Cost Return” means Net Operating Income divided by the sum of the total actual cost of the Minimum Improvements (less any grants, forgivable loans, or City, Authority, federal or State funds received by Developer and/or the 7200 Parcel Owner for any Phase of the Minimum Improvements) as set forth in an updated actual TIF Pro Forma. For purposes of clarity, an example calculation of the Cash-On-Cost Return is included in the initial projected TIF Pro Forma attached as Exhibit D. (v) “IRR” means the internal rate of return for the Minimum Improvements, where the IRR is calculated as the annualized return of the annual Cash Flow over the applicable period on Developer’s or the 7200 Parcel Owner’s, as applicable, actual utilization of equity for Project costs. (vi) “Net Operating Income” means total income and other project-derived revenue from the Minimum Improvements, including payments under the TIF Notes, less Operating Expenses. (vii) “Operating Expenses” means reasonable and customary expenses incurred in operating the Minimum Improvements, including, but not limited to all management and related expenses, all real estate taxes and special assessments for the Project Area. (c) Confirmation of TIF Assistance Upon Completion of Each Phase. (i) Market Return Rate. After Completion of the applicable Phase of the Minimum Improvements, Developer shall provide to the Authority an updated actual TIF Pro Forma based on actual, documented costs of the corresponding Phase of the Minimum Improvements completed and any reasonable and relevant information and documentation as the Authority requires in order to calculate the reasonably anticipated Cash-on-Cost Return for the Minimum Improvements and to otherwise confirm that the “but for” finding adopted by the City and the Authority continues to be satisfied. In the event that the Phase 2 Minimum Improvements have not been completed at the time of calculation, the assumed costs for the Phase 2 Minimum Improvements shown in the initial TIF Pro Forma attached as Exhibit D shall be used for the calculation. The Authority may retain a financial advisor, accountant, and/or other professional with similar expertise to audit the submitted TIF Pro Forma, at Developer’s cost. If the submitted TIF Pro Forma demonstrates that the Cash- on-Cost Return for the Minimum Improvements exceeds 8.50% (the “Market Return Rate”), then the amount of TIF Assistance provided herein, as reflected in the principal amount of the TIF Notes, shall be reduced based on the actual TIF Assistance that is sufficient to achieve the Market Return Rate based on the submitted TIF Pro Forma. In calculating the Market Return Rate, all hard and soft costs, including professional fees for the Minimum Improvements, will be limited to such the amount and nature of such costs comparable with industry standards for projects similar to the Minimum Improvements. Notwithstanding anything herein the contrary and for avoidance of doubt, the Phase 1 TIF Note will not be reduced after its issuance if it is determined upon Completion of the Phase Execution Draft 17 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 2 Minimum Improvements that the Cash-on-Cost Return for the Minimum Improvements exceeds the Market Return Rate. Instead, only the principal amount of the Phase 2 TIF Note will be subject to reduction in accordance with the foregoing paragraph as determined after any Completion of the Phase 2 Minimum Improvements. In the event that the reduction is greater than the principal amount of the Phase 2 TIF Note, no amounts shall be owed. (ii) 7200 Parcel Sale Net Proceeds. Notwithstanding anything to the contrary in the foregoing: (A) if there is a 7200 Parcel Sale before the issuance of the Phase 1 TIF Note, then the 7200 Parcel Sale Net Proceeds from such 7200 Parcel Sale shall be used to offset the documented costs of the Phase 1 Minimum Improvements to determine any TIF Assistance adjustment and sizing of the Phase 1 TIF Note based on the Market Return Rate in accordance with Section 3.5(c)(i), and (B) if there is a 7200 Parcel Sale after the issuance of the Phase 1 TIF Note and before the issuance of the Phase 2 TIF Note, then the 7200 Parcel Sale Net Proceeds from such 7200 Parcel Sale shall be used to offset the previously documented costs of the Phase 1 Minimum Improvements to determine any TIF Assistance adjustment and sizing of the Phase 2 TIF Note based on the Market Return Rate in accordance with Section 3.5(c)(i). (iii) Contingency Funds and Allowances. The maximum principal amount of the TIF Notes is currently calculated using the contingency funds and escalation allowances set forth in the initial projected TIF Pro Forma attached as Exhibit D. Developer shall provide the Authority documentation identifying the actual use of all contingency funds and escalation allowances and the same shall be identified in detail in the updated actual TIF Pro Forma delivered in accordance with Section 3.5(c)(i). For purposes of the TIF Assistance provided herein and the final principal amount of the TIF Notes, all contingency funds and escalation allowances shall be used only for costs related to actual, documented increased costs for the Minimum Improvements, and the principal amount of the TIF Notes may be reduced if any such contingency funds and/or escalation allowances have been used by Developer or the 7200 Parcel Owner, as applicable, (A) for material changes to the Minimum Improvements not approved by the Authority hereunder, (B) in a manner that enhances any private spaces of the Minimum Improvements, and/or (C) for costs or expenses unrelated to the Minimum Improvements. (iv) Developer Fee. In no case shall the developer fee for either Phase exceed 5.0% of the total actual costs of the Minimum Improvements for the applicable Phase, each as shown in an updated actual TIF Pro Forma prepared after Completion of each such Phase of the Minimum Improvements. (v) Conservation Easement. Developer and/or 7200 Parcel Owner may pursue a conservation easement on the northwesterly portion of the Project Area. Developer will keep the Authority informed on this activity. All income or other economic benefit derived from or related to any such conservation easement shall be included the financial accounting for the Project and shall be taken into consideration by the Authority when the Authority reviews the updated actual TIF Pro Forma and other information under Article III prior to issuing the TIF Notes and in connection with any Lookback Pro Forma Execution Draft 18 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (d) Lookback; Excess Return; TIF Adjustment. (i) Upon the earlier of: (A) the 15th anniversary of the date of issuance of the Phase 1 TIF Note if the Phase 2 Minimum Improvements are a Phase 2 Hotel Project, or the 10th anniversary of the date of issuance of the Phase 1 TIF Note if the Phase 2 Minimum Improvements are a Phase 2 Residential Project, and (B) 30 days prior to closing on a sale of all or a part of the Phase 1 Minimum Improvements to any party other than a Related Party of Developer occurring prior to the date upon which the TIF Notes are paid in full or terminated hereunder, Developer shall submit to the Authority an updated TIF Pro Forma and any other reasonable and relevant information and documentation as the Authority requires in order to calculate the IRR for the Minimum Improvements as of such date (the “Lookback Date”), including, without limitation, a certified cost and revenue analysis, including for any applicable sale or then-current appraised value, in each case, prepared in accordance with generally accepted accounting principles (the “Lookback Pro Forma”). This analysis will include, without limitation all acquisition costs, Qualified Redevelopment Costs, and all other improvement and redevelopment costs incurred by Developer and/or the 7200 Parcel Owner for the Minimum Improvements identified within the Lookback Pro Forma, as well as historical Net Operating Income, debt service, and TIF Notes payments. This analysis will also include any 7200 Parcel Sale Net Proceeds if there has been a 7200 Parcel Sale. The Authority may retain a financial advisor, accountant, appraiser, and/or other professional with similar expertise to audit the submitted Lookback Pro Forma, at Developer’s cost. (ii) The Lookback Pro Forma and related information shall be used by the Authority to determine whether the Minimum Improvements as of the Lookback Date yielded an Excess Return (defined below). The IRR shall be used to measure any Excess Return in accordance with the following sliding scale: Lookback Date IRR beyond which Excess Return is created Before the fourth (4th) anniversary of the date of the Go-Ahead Letter for the Phase 1 Minimum Improvements 22.0% From fourth (4th) anniversary of the Go- Ahead Letter for the Phase 1 Minimum Improvements to the seventh (7th) anniversary of the Go-Ahead Letter for the Phase 1 Minimum Improvements 19.0% Execution Draft 19 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Lookback Date IRR beyond which Excess Return is created After the seventh (7th) anniversary of the Go-Ahead Letter for the Phase 1 Minimum Improvements 16.0% (iii) If the actual IRR on the Minimum Improvements as of the Lookback Date (including any applicable sale proceeds) exceeds the applicable IRR in the table above, then the dollar value of the proceeds and other cash flow received by Developer to cause the actual IRR to exceed the applicable IRR shall be the “Excess Return”. If any Excess Return exists, then the outstanding principal balance of the TIF Notes will be reduced to eliminate such Excess Return. If any Excess Return exceeds the then outstanding principal balance of the TIF Notes, Developer shall pay such excess (the “TIF Adjustment”) in lawful money of the United States within 30 days from the date on which the Authority gives Developer notice of the amount of the TIF Adjustment due to the Authority; provided, however, in no event shall the TIF Adjustment exceed the aggregate sum of all payments (both principal and interest) actually made by the Authority to Developer under the TIF Notes. (iv) Until the Authority is paid the TIF Adjustment in full, the Authority shall have a lien in its favor upon the 7250 Parcel to secure the amount of the TIF Adjustment. Such lien shall attach and take effect from the date the Excess Return is calculated by the Authority as contemplated by this section. Any such lien may be foreclosed as a mortgage on real estate if the TIF Adjustment is not paid by the date required by this section. A lien under this section is prior to all other liens and encumbrances on the 7250 Parcel except (1) the first priority Mortgage on the 7250 Parcel; (2) liens for real estate taxes and other governmental assessments or charges against the Phase 1 Minimum Improvements; and (3) all leases executed prior to the date that the lien attaches and takes effect. The parties will reasonably cooperate with the sale process and work in good faith to promptly determine any TIF Adjustment such that any TIF Adjustment is paid by Developer at or before the closing of the sale of the Phase 1 Minimum Improvements so as to avoid any unreasonable delay to the closing of such sale. (v) If the Minimum Improvements have not yielded an Excess Return as of the Lookback Date, then payments on the TIF Notes shall continue pursuant to the terms of the existing TIF Notes. (vi) For purposes of clarity, example calculations of the TIF Adjustment pursuant to this Section 3.5(d) are attached hereto in Exhibit I. 3.6 Assignment of Note. Subject to Developer’s compliance with the terms and conditions of this Section 3.6, the TIF Notes will transfer to Developer’s successor at the time of any assignment of this Agreement by Developer made in accordance with Section 8.2. Except for such assignments, the TIF Notes shall not be assignable or transferable without the prior written consent of the Authority (which consent may be granted by the Authority’s Authorized Representative in accordance with, and subject to the terms of, Section 10.9), and which consent shall not be unreasonably withheld (subject to, without limitation, the provisions of Section 8.2(b)); provided, however, Developer may, without the Authority’s consent, but upon prior written notice to the Authority (a) assign the TIF Notes, together with Developer’s rights and Execution Draft 20 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 obligations under this Agreement to a Related Party or a joint venture entity pursuant to Section 8.2(a)(iv) hereof and/or (b) collaterally assign Developer’s rights and obligations under this Agreement and the TIF Notes to the holder of any Mortgage that is permitted under the terms of Section 5.1. Notwithstanding anything herein to the contrary, as a condition to any transfer or assignment of the TIF Notes, any assignee or transferee must execute and deliver to the Authority a certificate, in form and substance reasonably satisfactory to the Authority, pursuant to which, among other things, such assignee or transferee acknowledges and represents: (i) the limited nature of the Authority’s payment obligations under the TIF Notes; (ii) that the TIF Notes is being acquired for investment for such assignee’s or transferee’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof; (iii) that the assignee or transferee has no present intention of selling, granting any participation in, or otherwise distributing the same; (iv) that the assignee or transferee, either alone or with such assignee’s or transferee’s representatives, has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the prospective investment in the TIF Notes and the assignee or transferee is able to bear the economic consequences thereof; (v) that in making its decision to acquire the TIF Notes, the assignee or transferee has relied upon independent investigations made by the assignee or transferee and, to the extent believed by such assignee or transferee to be appropriate, the assignee’s or transferee’s representatives, including its own professional, tax and other advisors, and has not relied upon any representation or warranty from the Authority, or any of its officers, employees, agents, affiliates or representatives, with respect to the value of the TIF Notes; (vi) that the Authority has not made any warranty, acknowledgment or covenant, in writing or otherwise, to the assignee or transferee regarding the tax consequences, if any, of the acquisition and investment in the TIF Notes; (vii) that the assignee or transferee or its representatives have been given a full opportunity to examine all documents and to ask questions of, and to receive answers from, the Authority and its representatives concerning the terms of the TIF Notes and such other information as the assignee or transferee desires in order to evaluate the acquisition of and investment in the TIF Notes and all such questions have been answered to the full satisfaction of the assignee or transferee; (viii) that the assignee or transferee has evaluated the merits and risks of investment in the TIF Notes and has determined that the TIF Notes is a suitable investment for the assignee or transferee in light of such party’s overall financial condition and prospects; (ix) that the TIF Notes will be characterized as “restricted securities” under the federal securities laws because the TIF Notes are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such Execution Draft 21 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 securities may not be resold without registration under the Securities Act of 1933, as amended, except in certain limited circumstances; and (x) for purposes of federal securities laws, that no market for the TIF Notes exists and no market for the TIF Notes is intended to be developed. 3.7 Action to Reduce Taxes. Throughout the term of this Agreement, neither Developer nor 7200 Parcel Owner shall take any action, and suffer no circumstances to exist or action to be taken by others (to the extent Developer may prevent the same), the effect of which would be to render the Project Area or any portion thereof to be no longer generally subject to real property taxation. Before the expiration or termination of this Agreement, neither Developer nor 7200 Parcel Owner shall: (a) seek administrative review or judicial review of the applicability of any tax statute relating to the taxation of the Project Area determined by any tax official to be applicable or raise the inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (b) seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of the Project Area determined by any tax official, or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; or (c) seek any tax deferral or abatement, either presently or prospectively authorized under any state or federal law, of the taxation of the Project Area. Article IV Project Requirements 4.1 Commencement and Completion of Minimum Improvements. The timeline for the Commencement and Completion of the Minimum Improvements is identified in this Section 4.1. Following Commencement, construction or other activity must continue in a sequence consistent with normal redevelopment and construction practices. Failure to meet any of the dates identified as “Default Date” shall be considered a Default, unless mutually determined to be the result of Unavoidable Delay. The Commencement and Completion timeline for the Minimum Improvements is as follow: Phase 1 Minimum Improvements Description of Work Commencement Date Completion Date Anticipated Default Date* Anticipated Default Date* Site Remediation 06/01/2023 12/1/2023 08/01/2023 02/01/2024 Specified Site Preparation 06/01/2023 12/1/2023 08/01/2023 02/01/2024 Foundation 08/01/2023 02/01/2024 10/01/2023 04/01/2024 Building Shell Construction 02/01/2024 08/01/2024 02/01/2025 12/31/2025 Execution Draft 22 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Public Benefit Improvements Construction 06/01/2023 12/01/2023 02/01/2025 12/31/2025 Completion of Phase 1 Minimum Improvements Not applicable Not applicable 02/01/2025 12/31/2025 Phase 2 Minimum Improvements Pad Site Preparations 6/1/2024 Not applicable Not applicable 12/31/2025 Phase 2 Minimum Improvements Description of Work Commencement Date Completion Date Anticipated Default Date* Anticipated Default Date* Phase 2 City Approvals 10/11/2023 04/11/2024 12/31/2023 12/31/2024 Phase 2 Pad Site Preparation 6/1/2024 Not applicable Not applicable 12/31/2025 Building Shell Construction 8/1/2024 Not applicable Not applicable 03/1/2026 Completion of Phase 2 Minimum Improvements Not applicable Not applicable 10/04/2024 05/1/2027 *Notwithstanding the foregoing or anything else in this Agreement to the contrary, in accordance with, and subject to the terms of, Section 10.9, the Authority’s Authorized Representative is authorized to approve extensions of one or more of the above Default Dates, not to exceed one (1) year beyond the applicable above-stated Default Date(s), if and to the extent any such extension(s) is/are reasonably requested by Developer. 4.2 Zoning and Land Use Approvals. Nothing in this Agreement shall limit the authority of the City with respect to zoning and land use approvals. Subject to the foregoing, the staff of the Authority shall cooperate with Developer and assist Developer in the processing and obtaining of zoning and land use approvals. Developer shall be responsible for applying for and obtaining all land use and zoning approvals necessary for the Minimum Improvements, including, without limitation, any conditions contained in the City Approvals. All zoning and land use approvals shall be by the City Council or the City Planning Commission in accordance with the ordinances of the City. Notwithstanding the foregoing and for avoidance of doubt, in addition to the Authority’s other rights and remedies hereunder, the Authority’s consent shall be required for any material changes to the Minimum Improvements, specifically including, without limitation, changes to the scale, massing or exterior finish materials set forth in the original City Approvals that could reduce the taxable value of the Project Area 4.3 Building and Construction Permits. Nothing in this Agreement shall limit the governmental authority of the City with respect to its building and construction permitting process for the Project. Developer shall comply with, and cause 7200 Parcel Owner to comply with, all applicable City building codes and construction requirements and shall be responsible for obtaining all building permits prior to construction. 4.4 Restrictions on Development. Developer may not construct or permit construction of any of the Minimum Improvements until Developer satisfies, or causes satisfaction of, the following conditions: Execution Draft 23 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (a) The Phase 1 Development Contract or Phase 2 Development Contract, as applicable, is executed and recorded against the applicable portion of the Project Area, and causes any lien holder affecting any of the Project Area to subject its interest as provided in this Agreement and in the Phase 1 Development Contract and/or the Phase 2 Development Contract, as applicable. (b) Satisfaction all of the conditions precedent to construction of the applicable Phase of the Minimum Improvements established by the City in the applicable City Approvals; and (c) Developer and 7200 Parcel Owner execute and record a Memorandum of Agreement in accordance with Section 10.16 hereof. 4.5 Submission and Approval of Evidence of Financing. No later than the issuance of the applicable construction or building permit for each Phase of the Minimum Improvements (but excluding demolition permits), Developer or 7200 Parcel Owner, as applicable, shall provide the Authority with a Go- Ahead Letter for the applicable Phase of the Minimum Improvements, including the Financing Commitments for both debt and equity Phase of the Minimum Improvements. If Developer or 7200 Parcel Owner, as applicable, fails to submit a Go-Ahead Letter and the foregoing information acceptable to the Authority within said period of time or any additional period to which the Authority may agree, the Authority may notify Developer of its failure to comply with the requirement of this Section 4.5, such failure being a Default hereunder. 4.6 Public Easements. (a) Developer shall grant, and/or shall have caused the then-current owner of the applicable portion of Project Area to grant, to the City or the Authority (at City and Authority’s discretion) the following easements with respect to the Minimum Improvements (each a “City Easement”, and collectively the “City Easements”): (i) A permanent, public easement for access and use of the North/South Road (the “Public Road Easement”). The Public Road Easement shall be granted pursuant to easement agreement(s) in the form as required in the Phase 1 City Approvals or City ordinances and to be prepared by the City attorney. (ii) A permanent, public easement for access and use of the North/South Path (the “Public Path Easement”). The Public Path Easement shall be granted pursuant to easement agreement(s) in the form as required in the Phase 1 City Approvals or City ordinances and to be prepared by the City attorney. (iii) A permanent, public easement for access and use of the Sidewalks and Streetscapes (the “Sidewalk Easement”). The Sidewalk Easement shall be granted pursuant to easement agreement(s) in the form as required in the Phase 1 City Approvals or City ordinances and to be prepared by the City attorney. (iv) A permanent, public easement for access and use of the Public Plaza (the “Public Plaza Easement”). The Public Path Easement shall be granted pursuant to an easement agreement substantially the form attached as Exhibit J. As more particularly described in Exhibit J, the City may consent to Developer temporarily closing a portion of the Public Plaza and/or may consent to Developer temporarily delaying Completion of the Public Plaza, in each case, to the extent reasonably necessary for the 7200 Parcel Owner to construct the Phase 2 Minimum Improvements, which consent may be granted by the Execution Draft 24 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 City’s Authorized Representative in accordance with, and subject to the terms of, Section 10.9. (v) The Public Crossing Agreement in accordance with Section 4.13(b). (b) Other Terms of City Easements. Neither the City nor the Authority will pay an acquisition cost to Developer for any of the City Easements or any maintenance costs related to the easement areas thereunder. Developer shall be responsible for maintenance within all easement areas under the City Easements. Any of the City Easements may be combined into single easement agreement at the discretion of the City attorney. Developer shall, at Developer’s sole cost and expense, cause a licensed surveyor to determine the final, actual legal description of the North/South Road, North/South Path, Sidewalks and Streetscapes, and Public Plaza for the purpose of the granting the City Easements with respect to such elements. Such legal descriptions will be consistent with the areas and boundaries of such areas as described and depicted in the Phase 1 City Approvals and the exhibits to this Agreement. (c) Future Transit Easements. Developer and 7200 Parcel Owner shall grant future easements for future mass transit (e.g., bus) stops in open areas of the Project Area along portions of France Avenue and/or Gallagher Drive at no cost to the City or the Authority. The responsible transit agency(ies) shall be responsible for initial construction and maintenance, repair and replacement of the surface improvements in any future easement area. 4.7 Public Art. The Phase 1 Minimum Improvements shall include at least two (2) or three (3) installations of public art in the west and east ends of the Public Plaza or the France Avenue frontage generally depicted on the Phase 1 Development Plan (the “Public Art”), such Public Art shall be a permanent sculpture, fountain, mural or equivalent art installation. Developer shall engage a professional art consultant or a landscape architect experienced in public art visioning, commissioning, and implementation in connection with the creation of the Public Art, subject to a public engagement process approved by the City within 30 days after identification of the art consultant. Within such 30-day period, the City Manager may also designate up to three people to provide input and guidance to the art consultant. Developer will reasonably consider the recommendations of the consultant and the public engagement process in its final selection of the Public Art. The Public Art shall have a value of no less than $100,000.00, in the aggregate (including artist commissions and artist materials, labor, and installation charges, but exclusive of fees paid to such professional art consultant, costs related to the public engagement process, and costs for other aspects of the Minimum Improvements which are installed in connection with or ancillary to such Public Art, but which do not directly form a part of such Public Art). Developer shall at all times maintain the Public Art in good, first class condition, at no cost to the City or the Authority. Developer shall permit additional pieces of public art to be installed in the Public Easement Areas in the future; however, Developer shall not be responsible for the cost or maintenance of such additional pieces of public art. Additional decorative artwork is anticipated to be included in the Minimum Improvements building facades, as generally depicted in the Phase 1 Development Plans. Such additional artwork in encouraged in the public realm areas, but is not required under this Agreement, but may be required under the City Approvals. 4.8 Environmental Sustainability. Both the Phase 1 Building and the Phase 2 Building (in each case, the shell buildings) must be designed and certified to at least LEED Silver certification (most recent edition for new construction) as prepared by United States Green Building Council (USGBC), or equivalent standard that complies with the City’s sustainability policy and the Authority’s TIF policy and approved in advance by the Authority’s Designated Representative. Tenant improvements constructed in each such building should be similarly certified, but separate certifications are optional for individual tenants; provided, however, at no time shall any tenant improvements cause either shell building to no longer qualify the LEED Silver certification (or equivalent approved in accordance with this section). During the term of Execution Draft 25 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 the TIF District, Developer shall cause such certification to be renewed every three (3) years or as otherwise required by USGBC or governing body of the applicable certification. The failure of Developer to cause either of the Phase 1 Building or the Phase 2 Building to be so designed and certified upon their respective Completion and/or the failure of Developer to cause such certification to be continually renewed during the term of the TIF District, shall be Default hereunder. 4.9 Equity and Inclusion. (a) Developer’s Efforts/Contribution. Developer is committed to partnering with contractors, vendors and investors that meaningfully support diversity, equity and inclusion and/or community engagement and that meet the goals of this Section. One of the important criteria considered before partnering with contractors, vendors and investors is whether or not such parties have diversity, equity and inclusion programs and/or outreach plans that impact lives in the community. Developer is committed to fostering a healthy culture that embraces and promotes diversity, equity and inclusion and that continually improves as it grows. As Developer grows, Developer is committed to hiring based on skill and experience regardless of race, nationality, gender, sexual orientation, age, disability, age or religion. (b) Workforce Goals. Developer shall, and shall cause 7200 Parcel Owner and the general contractor for each Phase of the Minimum Improvements to, use good faith efforts as defined by Minnesota Department of Human Rights to include businesses that are majority owned by under- represented groups including minorities, women, veterans and people with disabilities in the development and construction of both Phases of the Minimum Improvements. Developer shall, and shall cause 7200 Parcel Owner and the general contractor for each Phase of the Minimum Improvements to, use good faith efforts to employ under-represented people on the construction site for both Phases of the Minimum Improvements. Such good faith efforts include endeavoring to achieve the following workforce goals to maximize participation opportunities for the local workforce, including women and minorities for each Phase of the Minimum Improvements: (i) Minority – 25% of the total labor hours for the Minimum Improvements. (ii) Female – 12% of the total labor hours for the Minimum Improvements. (iii) 15% of the total subcontracted work will be awarded to businesses that qualify as minority and women owned business enterprises. (iv) These goals are expressed as a percentage of the total craft hours on the Minimum Improvements. Minorities includes African American (not of Hispanic origin), Hispanics, Asians, Pacific Islanders, Native Americans and Alaskan Natives. Notwithstanding the foregoing, in accordance with, and subject to the terms of, Section 10.9, the Authority’s Authorized Representative is authorized to approve reasonable changes to the above goals for the Phase 2 Minimum Improvements which may be requested by Developer, which request must be made by no later than upon Developer’s submission of the Go-Ahead Letter for the Phase 2 Minimum Improvements. (c) Good Faith Efforts. For the purpose of this section, “good faith efforts” shall be defined by compliance with the following: (i) At the Project site Execution Draft 26 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 • Post EEO policy and anti-harassment policies prominently on employee bulletin boards and job sites. Update at least once a year with new contact information and signature of the contractor’s chief executive officer. • Post all government-mandated posters (Minnesota, federal, local) in areas available to employees and applicants and on all job sites. • All job sites to the extent possible should be accessible to people with disabilities, specifically people with mobility impairments (restrooms, break-rooms, etc.). If all restrooms are not accessible, provide comparable facilities for people with disabilities. • Check employee locker rooms, break rooms, restrooms, and work areas (job sites) for potentially offensive cartoons, etc. (ii) Recruiting • All personnel involved in hiring, selection, promotion, disciplinary and related processes should be trained to ensure the elimination of bias (implicit bias training) in personnel actions. • Include an EEO tagline or similar statement in all want ads or other external job announcements. If you post jobs on your web site, include an EEO tagline. • Communicate to the union to ensure that the union accepts people for membership in a nondiscriminatory way and that they refer people to jobs fairly. • Make formal and informal contact with community organizations, apprenticeship training organizations, and unions, and other recruitment organizations (specifically those organizations that focus on women, people of color, Indigenous people, and people with disabilities) that may be able to refer qualified applicants for jobs you have available. • Provide training, preparation and workplace accommodations so that people with disabilities can have rewarding careers. • Contact the Department of Employment and Economic Development (DEED) Vocational Rehabilitation Services unit for the purpose of forming partnerships to help prepare people with disabilities for meaningful employment opportunities. • Participate in construction community job fairs or other construction-related events. • When using paid advertising, include news media or websites geared toward women, communities of color, and/or people with disabilities. Execution Draft 27 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (iii) Selection and Hiring • Review your application form and remove any questions that are not job-related. Include an EEO statement on the form itself. Review the application to make sure no illegal/potentially illegal information is requested. • Review EEO/Applicant tracking surveys: they should ask for necessary tracking information only and should be clearly marked as voluntary. Remove the forms from the application itself before the selection process begins. • Make sure supervisors are using legal criteria in their hiring decisions. • If you use any pre-employment tests (math tests, typing tests, skill tests, “personality” or “integrity” tests), these tests should directly relate to the jobs for which they’re used. (iv) Termination of Employment • Develop a written termination policy and/or progressive discipline policy. All supervisors should implement your process consistently. • If appropriate, conduct exit interviews or administer exit surveys. (v) Employee Files and Record-Keeping • Retain all information that could reveal age, race, disability, religion, etc. as confidentially as possible. (I-9 forms, insurance forms, medical leave requests, etc.) • An employee’s file should tell the complete story of this employee’s history with your company: orientation, training, performance evaluations, wage increases, promotion information, disciplinary notices, etc. All pay increases should be documented, and nondiscriminatory reasons for pay should be obvious. (Some companies create a checklist for each employee file so that they can be certain that all important documentation is retained.) • Retain applications for at least a year. Develop an applicant flow log or similar tracking system. Make sure that you can track each applicant back to their EEO survey or affirmative action data page, if completed. (You cannot conduct a meaningful analysis of your selection process without this information.) • All files of terminated employees should show the reason for termination, whether voluntary or involuntary. (i) Other Execution Draft 28 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 • Conduct training for all employees of your EEO and anti- harassment policies in safety meetings at the beginning of each project and additionally throughout the year for new hires. Emphasize reporting procedures. • Make reasonable efforts to solicit people of color, Indigenous, and female-owned businesses to participate in subcontracts or vendor contracts. (d) Developer shall, and shall cause 7200 Parcel Owner and the general contractor for each Phase of the Minimum Improvements to, implement an equity and inclusion outreach plan (an “EIOP”) reasonably approved by the Authority, which consent shall not be unreasonably withheld or delayed. Attached as Exhibit K is the current EIOP for the Phase 1 Minimum Improvements. Developer must submit the EIOP for the Phase 2 Minimum Improvements for the Authority’s prior approval by no later than with issuance of the Go-Ahead Letter for the Phase 2 Minimum Improvements. (e) Promptly after Completion of each Phase of the Minimum Improvements, Developer shall submit the Equity and Inclusion Report in substantially the form attached as Exhibit L with respect to the applicable Phase of the Minimum Improvements. This report shall summarize the actual percentages attained after implementation of the EIOP. This report shall include, without limitation: (i) business name, trade category, contact name and business address of each MBE, WBE, or VBE firm engaged in the Project; (ii) total hours worked for each construction trade; (iii) hours worked for each construction trade by minority workers including women workers, and workers considered BIPOC; (iv) employer of the BIPOC and women workers; and (v) calculation of percentage. (f) In the event that the Authority reasonably determines that Developer has not used, and/or has not caused 7200 Parcel Owner and/or the general contractor for either Phase or both Phases of the Minimum Improvements to use, good faith effort to achieve these goals (by failing to cause the general contractor for each Phase of the Minimum Improvements to comply with the approved EIOP), the Authority may assess a penalty against Developer for such failure(s) pertaining to the applicable Phase or Phases. The penalty shall be a cash payment made by Developer to a workforce training organization selected by the Authority that actively trains underrepresented people in the construction trades in the Twin Cities region. The penalty shall be no more than $175,000 per Phase. For avoidance of doubt, the payment of any such penalty shall be the obligation of Developer regardless of which Phase any such failure relates to, and the Authority may only enforce such payment from Developer, not from 7200 Parcel Owner. At no time shall Developer take any action to avoid exercising the good faith efforts required in this section as a means to reduce the financial costs associated with endeavoring to achieve the workforce goals identified in Section 4.9(b). Any action(s) to intentionally pay the foregoing penalty in lieu of exercising the good faith efforts required in this section shall be considered a Default with Cure Rights determined in accordance with Section 9.4. Execution Draft 29 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 4.10 Effect of Delay. Developer acknowledges that if construction of the Minimum Improvements is delayed due to Unavoidable Delays or for any other reason, this could affect the amount of Available Tax Increments and thus the total amount which may be available to pay the TIF Notes. Developer acknowledges that if the Completion of the Minimum Improvements is delayed due to Unavoidable Delays or for any other reason, there will be no compensation to Developer or any other party for any reduction in the amount available to pay or refund the TIF Notes. 4.11 Additional Responsibilities of Developer. (a) Developer shall cause each Phase of the Minimum Improvements to be constructed, operated and maintained in substantial accordance with the terms of this Agreement, the applicable City Approvals, and all applicable Law (including, without limitation, zoning, building code and public health laws and regulations). (b) Developer and 7200 Parcel Owner shall obtain, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable Law that must be obtained or met before the Minimum Improvements may be lawfully constructed. (c) Neither Developer nor 7200 Parcel Owner shall construct any building or other structures on, over, or within the boundary lines of any public utility easement unless such construction is provided for in such easement, approved by the utility involved, or approved by the City if no utility is then utilizing the easement area. (d) Prior to delivery of a Certificate of Completion for a Phase of the Minimum Improvements, upon the request of the Authority, Developer and 7200 Parcel Owner shall, after reasonable advance notice from the Authority, provide the Authority and the City with reasonable access to Project Area to inspect the applicable Phase of the Minimum Improvements for compliance with this Agreement. (e) Prior to delivery of a Certificate of Completion for a Phase of the Minimum Improvements, upon the request of the Authority from time to time, but not more than quarterly, Developer shall deliver progress reports to the Authority. The progress reports shall include: summary of progress to date, percent construction completion, identification of any Unavoidable Delays, and projected occupancy date. (f) Developer shall comply with, and cause 7200 Parcel Owner, and each of their respective Related Parties contractors and subcontractors to comply with all applicable Law, including, without limitation, labor and wage laws, and all applicable Environmental Law as it relates to the Project Area and the Minimum Improvements. Developer shall, and shall cause 7200 Parcel Owner to, provide access to the Project Area to confirm compliance with this section. 4.12 Certificate of Completion. Developer shall notify the Authority and request a Certificate of Completion for each Phase of the Minimum Improvements in accordance with this section. Developer shall request a Certificate of Completion for both Phases of the Minimum Improvements promptly after substantial completion of the corresponding Phase of the Minimum Improvements. (a) Phase 1 Minimum Improvements. Developer’s satisfaction of the following shall also be a condition to the Authority’s obligation to issue a Certificate of Completion for the Phase 1 Minimum Improvements hereunder: Execution Draft 30 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (i) The Phase 1 Minimum Improvements shall have been substantially completed in accordance with this Agreement and the Phase 1 City Approvals, and any punchlist items for those portions and/or components of the Phase 1 Minimum Improvements that are eligible for TIF Assistance hereunder shall have been fully completed, subject to any temporary delay in Completion of the Public Plaza authorized by the City’s Authorized Representative in accordance with the Public Plaza Easement agreement and in accordance with, and subject to the terms of, Section 10.9, and in the event of any such delay in Completion of the Public Plaza, the Authority may require as a further condition to issuance of the Phase 1 TIF Note that sufficient funds for Completion of the Public Plaza be placed in to escrow and other reasonable assurances necessary to assure such Completion and final reconciliation of the related Qualified Redevelopment Costs; (ii) Developer shall have provided evidence satisfactory to the Authority that all parties have been paid for work related to the completion of the Phase 1 Minimum Improvements (e.g., lien waivers or similar); (iii) Developer shall (A) have obtained from the City a temporary certificate of occupancy for the Phase 1 Building shell, (B) have obtained from the City a final certificate of occupancy for at least 25% of the Phase 1 Building’s occupiable space and such space is actually occupied by a single tenant, and (C) Developer is actively marketing the remainder of the occupiable space in the Phase 1 Building (e.g., listed on MNCAR, LoopNet, etc.); (iv) Developer shall have met all requirements of the City under the Phase 1 Development Contract, including, without limitation, completion of all required infrastructure thereunder (and corresponding approval and/or acceptance by the City engineer); (v) Developer shall have provided the Authority with evidence that all necessary private easements and operating agreements required for the Phase 1 Minimum Improvements are in place, including, without limitation, a permanent easement over the storm water ponding area, joined by all property owners whose storm water will be treated in or otherwise directed to such pond; (vi) Developer shall have granted, and/or shall have caused the then-current owner of the applicable portion of Project Area to grant, to the City and/or the Authority, as applicable, each of the City Easements; Developer shall have obtained all applicable mortgagee consents to such City Easements; and each of the City Easements and mortgagee consents shall have been recorded against the applicable portion of the Project Area; and the North/South Road, North/South Path, Public Plaza, and Sidewalks and Streetscapes shall have been opened pursuant to the terms of each applicable City Easement agreement, subject to any temporary closure of a portion of the Public Plaza authorized by the City’s Authorized Representative in accordance with the Public Plaza Easement agreement; (vii) The City and Developer shall have entered into the Public Crossing Agreement in accordance with Section 4.13, unless waived by the City in accordance with Section 4.13; (viii) Developer shall have satisfied the Environmental Sustainability requirements set forth in Section 4.8 pertaining to the Phase 1 Minimum Improvements Execution Draft 31 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 and Developer has delivered such reasonable and relevant information and documentation as the Authority requires in order to confirm the same; (ix) Developer shall have delivered to the Authority a final report and certificate detailing and certifying as to Developer’s activities and final outcomes of Developer’s efforts to achieve the Equity and Inclusion goals under Section 4.9 of this Agreement for the Phase 1 Minimum Improvements; and (x) No Developer Default or Developer Event of Default exist under this Agreement and no default by Developer or default by 7200 Parcel Owner shall exist under any of the City Approvals, City Easements, or any other agreement pertaining to the Project, beyond any applicable notice and cure periods. (b) Phase 2 Minimum Improvements. Developer’s satisfaction of the following shall also be a condition to the Authority’s obligation to issue a Certificate of Completion for the Phase 2 Minimum Improvements hereunder: (i) The Phase 2 Minimum Improvements shall have been substantially completed in accordance with this Agreement and the Phase 2 City Approvals; (ii) Developer shall have provided evidence satisfactory to the Authority that all parties have been paid for work related to the completion of the Phase 2 Minimum Improvements (e.g., lien waivers or similar); (iii) Developer shall have obtained from the City a temporary certificate of occupancy for the Phase 2 Building; (iv) Developer shall have met all requirements of the City under the Phase 2 Development Contract, including, without limitation, completion of all required infrastructure thereunder (and corresponding approval and/or acceptance by the City engineer); (v) Developer shall have provided the Authority with evidence that all necessary private easements and operating agreements required for the Phase 2 Minimum Improvements are in place, including, without limitation, a permanent easement over the storm water ponding area, joined by all property owners whose storm water will be treated in or otherwise directed to such pond; (vi) Developer shall have satisfied the Environmental Sustainability requirements set forth in Section 4.8 pertaining to the Phase 2 Minimum Improvements and Developer has delivered such reasonable and relevant information and documentation as the Authority requires in order to confirm the same; (vii) Developer shall have delivered to the Authority a final report and certificate detailing and certifying as to Developer’s activities and final outcomes of Developer’s efforts to achieve the Equity and Inclusion goals under Section 4.9 of this Agreement for the Phase 2 Minimum Improvements; and (viii) No Developer Default or Developer Event of Default exist under this Agreement and no default by Developer or default by 7200 Parcel Owner shall exist under Execution Draft 32 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 any of the City Approvals, City Easements, or any other agreement pertaining to the Project, beyond any applicable notice and cure periods. (c) Within 30 days after receipt of such request, the Authority shall inspect the applicable Phase of the Minimum Improvements to determine if such Minimum Improvements have been completed in accordance with the terms and conditions of this Agreement. An example of the Authority’s Completion checklist is included as part of the form of Certificate of Completion attached as Exhibit F. Following such inspection the Authority shall either furnish Developer with (A) an appropriate, recordable Certificate of Completion or (B) a written statement, indicating in adequate detail in what respects Developer has failed to complete the relevant portion of the Minimum Improvements or otherwise satisfy the conditions precedent to issuance of such Certificate of Completion and what measures or acts will be necessary, in the opinion of the Authority, for Developer to take or perform in order to obtain such certification. If the Authority issues a written statement in accordance with clause (B) above, Developer shall thereafter take such actions necessary to cure such deficiencies in the applicable Minimum Improvements. After such deficiencies have been cured, Developer shall notify the Authority and the Authority will re-inspect the applicable Minimum Improvements and take one of the actions described in clauses (A) and (B) hereof, and such process will continue until the Authority issues the applicable recordable Certificate of Completion. Issuance of a Certificate of Completion by the Authority shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of Developer to construct, or cause to be constructed, the Minimum Improvements. 4.13 Future Public Crossing. (a) City Right to Install Public Crossing. The City currently believes it is in the best interest of the public to construct a public underpass or bridge to allow pedestrians to cross France Avenue above or below grade (the “Public Crossing”) in the area of the Project, and the City is currently analyzing the feasibility of and design options for any such Public Crossing. Subject to the terms and conditions of this Section 4.13, if the City elects to construct a Public Crossing, one end of the Public Crossing may be located in the area of the Public Plaza and the City and Developer shall enter into (and, as necessary, Developer shall cause 7200 Parcel Owner to be party to) a definitive, recordable agreement (the “Public Crossing Agreement”) to provide the City (and its agents, contractors, and employees) access to the Project Area for purposes of constructing and operating the Public Crossing and to otherwise set forth the terms upon which the City, at its cost, will build and maintain the Public Crossing. Developer’s execution of the Public Crossing Agreement shall be condition to issuance of the Certificate of Completion for the Phase 1 Minimum Improvements, unless such condition is waived by City, which waiver may be granted by the City’s Authorized Representative; provided, however, any such waiver shall not be deemed a waiver of the City’s rights under this Section 4.13. (b) Public Crossing Agreement. Promptly following the City’s election to proceed with a Public Crossing to be located in the Public Plaza area, the City and Developer shall negotiate the Public Crossing Agreement and any required amendment or modification to the Public Plaza Easement agreement with all reasonable diligence and in good faith, and such agreements shall include terms and conditions acceptable to Developer and the City, in each of their commercially reasonable discretion, and including, without limitation, the following: (i) Subject to Section 4.13(c), the City shall be responsible for the design, construction, maintenance, and operation of the Public Crossing, at its sole cost and expense, but Developer shall continue to be responsible for the maintenance of the Public Plaza at no cost to the City or Authority. Execution Draft 33 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (ii) Modification of the Public Plaza shall be addressed as provided in Subject to Section 4.13(c). Developer shall continue to be responsible for the maintenance of the Public Plaza (as may be modified) and any area of the Public Plaza where the Public Crossing commences/terminates, all at no cost to the City or Authority and otherwise in accordance with the terms and condition of the Public Plaza Easement agreement. (iii) Developer shall grant to the City permanent public access easement(s), permanent stormwater easement(s), and temporary construction easement(s) as necessary for construction, installation and use of the Public Crossing and other public access over the Project Area to allow public access to and from the Public Crossing, all at no cost to the City, and provided that all such permanent easements will only required to be within the City Easement areas shown herein, the Phase 1 Development Plan, the Phase 2 Development Plan, and/or, as described below, the stormwater basin on the 7200 Parcel. The City shall be responsible to restore any areas within such permanent and temporary easement areas that are disturbed by the City’s construction of the Public Crossing to the condition existing immediately preceding the City’s commencement of construction (normal wear and tear excepted). (iv) Stormwater discharge related to the Public Crossing shall be allowed to be directed into the stormwater basin on the 7200 Parcel, provided that the City shall be responsible for any modifications necessary to the stormwater basin to accommodate such stormwater, but Developer and/or 7200 Parcel Owner shall continue to be responsible for the maintenance of the stormwater basin, as may be modified, provided that the City or Authority shall reimburse such party for the City/Authority’s pro rata share related to the Public Crossing of the cost for the maintenance of the stormwater basin. Developer and/ 7200 Parcel Owner shall grant to the City all necessary permanent stormwater easements in connection with foregoing at no cost to the City. (v) The construction of the Public Crossing may involve customary construction noise, dust, vibration, and detours. The City (and its agents, contractors, and employees) shall not be liable to Developer or any of its Project tenants or other occupants for any such permitted disruptions. Neither the City nor its agents, contractors, and employees will make payments for any business interruptions which may arise from any such permitted disruptions. (vi) The City shall make reasonable efforts to limit disruption during the construction of the Public Crossing, including, providing reasonable advance notice of construction activities to the building owners and building property managers in the Project Area, posting detours for through traffic, and expanding work hours beyond the typical 7 AM to 3 PM to endeavor to expedite construction and minimize interference. (vii) the City will engage with Developer (and other Project and public stakeholders) during the design phase of the Public Crossing to consider input to address the safety, security, durability, and usability of the Public Crossing. (viii) The City, its successors and assigns, may assign or otherwise transfer all or a portions of its rights under the Public Crossing Agreement to any other public entity (including, without limitation, the Authority and/or any Hennepin County) to facilitate the construction, ownership, and operation of the Public Crossing, in each case, without the consent of Developer or 7200 Parcel. Execution Draft 34 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (ix) Customary rights, obligations, and requirements regarding insurance, indemnification, casualty, and reasonable rules and regulations for the Public Crossing. The City/Authority shall be responsible for any increases in costs for insurance and compliance incurred by Developer or 7200 Parcel Owner and demonstrated by Developer to be solely a direct result of the Public Crossing, including, but not limited, requirements of mortgagees and insurance companies, as the same be agreed upon in the Public Crossing Agreement. (c) Modifications to Public Plaza. If the City elects to proceed with the construction of the Public Crossing, the City may, in its sole discretion, determine whether to construct the Public Crossing (i) before Developer commences construction or installation of any permanent Project improvements in the area of the Public Plaza (such permanent Project improvements may include, without limitation, underground utilities, retaining walls, and sidewalks, but specifically exclude grading and excavation work) (“Near Term Construction”) or (ii) after Developer commences construction or installation of any such permanent Project improvements in the area of the Public Plaza (“Far Term Construction”). As provided below, the rights and obligations of Developer and the City shall be different based whether the City proceeds with Near Term Construction of the Public Crossing or Far Term Construction of the Public Crossing, and any of the following shall be incorporate into the Public Crossing Agreement as reasonably necessary or desired by any party. (i) Near Term Construction. For any Near Term Construction of the Public Crossing the following shall apply: (A) Developer shall, at Developer’s cost and expense, modify the plans for the Public Plaza to allow for the Public Crossing to located in the area of the Public Plaza, such modifications shall be subject to (1) the Authority’s approval, such approval not to be unreasonably withheld or delay and (2) any applicable City regulatory approvals. (B) As part of the Phase 1 Minimum Improvements, Developer shall construct the Public Plaza in accordance with the plans, as modified. (C) Developer may request that the deadline for Developer’s Completion of the Public Plaza be reasonably extended as a result of any such design modifications, without a corresponding delay of the issuance of the Certificate of Completion (but subject to the cost escrow requirements set forth in Section 4.12(a)(i)), and the Authority will not unreasonably withhold or delay is approval of such extension and such approval may be granted by the Authority’s Authorized Representative. (D) Developer’s design and construction costs for the Public Plaza, as modified, shall continue to be Qualified Redevelopment Costs. (ii) Far Term Construction. For any Far Term Construction of the Public Crossing the following shall apply: (A) If the Public Plaza is currently under construction, Developer will continue such construction or terminate such construction, in either case, as requested by the City. Execution Draft 35 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (B) The City shall be responsible for all design modifications and construction costs and expenses incurred in the redesign and modification of the Public Plaza to accommodate the Public Crossing, including, without limitation, removal and replacement of Public Plaza improvements previously installed and/or constructed by Developer. (C) If the Certificate of Completion for the Phase 1 Minimum Improvements has not been issued yet, Developer shall no longer be required to Complete the Public Plaza as a condition of such issuance. (D) Developer’s design and construction costs for the Public Plaza, as modified, shall continue to be Qualified Redevelopment Costs. (d) Relationship to Minimum Improvements Design. As soon as reasonably practical after the date hereof, Developer, City staff, and their respective engineers shall coordinate and communicate in order for Developer to be able to cause the foundation systems of the Phase 1 Building and Phase 2 Building to be designed in consideration of, and to accommodate, the Public Crossing being located in the Public Plaza area. The City will endeavor to provide Developer with conceptual engineering information for any proposed Public Crossing before the foundation design for each Phase is complete. The City shall to be responsible for all documented and reasonable cost increases, including but not limited to design and construction, related solely to changes to the Phase 1 Building and/or the Phase 2 Building necessary to accommodate the Public Crossing. Developer and City staff shall otherwise promptly and diligently communicate with each other regarding such design to endeavor to ensure that such foundations do not interfere with the City’s Public Crossing construction plans. 4.14 Special Service District. If the City desires to establish a special service district in accordance with Minnesota Statutes Sections 428A.01 to 428A.101 (or a similar business improvement district as may be allowed by City ordinance) to assess costs of maintenance and services to promote the France Avenue business district, Developer agrees to affirmatively support establishment of such district, petition for establishment as required and participate in such district. In furtherance of the foregoing, Developer shall, if requested by the City, file a petition with the City for the establishment of such district in a form acceptable to the City. Furthermore, Developer hereby consents to the establishment of such a district and waives all rights to notice, objection, appeal, and veto granted under law or in equity. Article V Encumbrance of the Project Area 5.1 Mortgage of the Project Area. (a) Until the Completion of the Minimum Improvements for an applicable Phase, neither Developer nor 7200 Parcel Owner shall engage in any financing or any other transaction creating any mortgage or other security interest in or lien upon the Phase not Completed, whether by express agreement or operation of law (a “Mortgage”), or suffer any Mortgage to be made on or attach to the Phase not Completed except for the purpose of obtaining funds necessary for constructing the Minimum Improvements and paying other costs of the Minimum Improvements whether or not set forth in the TIF Pro Forma. This restriction on encumbrance shall not apply to a Completed Phase. (b) This restriction on encumbrance shall terminate upon Completion of the applicable Phase of the Minimum Improvements. Developer, 7200 Parcel Owner, or either of their respective successors in interest to the Minimum Improvements or portion thereof, may sell or engage in financing or any other transaction creating a mortgage or encumbrance or lien on the Minimum Improvements or portion Execution Draft 36 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 thereof after the Certificate of Completion has been obtained with respect to the applicable Phase of the Minimum Improvements, without obtaining the prior written approval of the Authority. (c) Notwithstanding anything in this Agreement to the contrary, Developer and 7200 Parcel Owner are authorized, without the approval of the Authority, to obtain construction financing to cover the costs of construction of the Minimum Improvements and other costs of the Minimum Improvements whether or not set forth in the TIF Pro Forma and to mortgage any portion of the Project Area to provide security for construction financing. 5.2 Copy of Notice of Default to Mortgagee. If the City or the Authority delivers any notice or demand to Developer with respect to any Default under this Agreement, the City or the Authority, as applicable, will endeavor to also deliver a copy of such notice or demand to the mortgagee of any Mortgage at the address of such mortgagee provided in the recorded Mortgage or any other address thereafter provided to the Authority in a written notice from Developer or the mortgagee, provided that failure of the City or the Authority to give any such notice shall not limit the City’s or the Authority’s ability to exercise any of its remedies hereunder. 5.3 Mortgagee’s Option to Cure Events of Default. Upon the occurrence of an Event of Default, the mortgagee under any Mortgage will have the right at its option, to cure or remedy such Event of Default within the cure periods set forth herein. 5.4 Rights of a Foreclosing Mortgagee. Except as provided in Section 5.6, an individual or entity who acquires title to all or a portion of the Minimum Improvements through the foreclosure of a mortgage or deed in lieu of foreclosure on such portion of the Project Area remains subject to each of the restrictions set forth in this Agreement and remains subject to all of the obligations of Developer, or any successor in interest to Developer, under the terms of this Agreement, but neither the purchaser at a foreclosure sale, the grantee under a deed in lieu of foreclosure, nor any subsequent transferee from a mortgagee shall have any personal liability for a breach of such obligations under this Agreement so long as: (a) The party acquiring title through foreclosure or deed in lieu of foreclosure observes all of the restrictions set forth in the Agreement; (b) The party who acquired title through foreclosure or deed in lieu of foreclosure does not undertake or permit any other party to undertake any Minimum Improvements on the portion of the Project Area it owns; (c) The City has no obligation to approve any plans for Minimum Improvements or a portion of the Minimum Improvements the foreclosing mortgagee (or mortgagee obtaining a deed in lieu of foreclosure) owns or to issue any related building permits. The purpose of this section is to permit a foreclosing lender (or mortgagee or purchaser obtaining a deed in lieu of foreclosure or a subsequent transferee) to hold title to the portion of the Project Area it acquires through foreclosure or deed in lieu of foreclosure, subject to, but without personal liability for the obligations under this Agreement, until it can sell the portion it holds to a third party who will assume the obligations of Developer under the terms of this Agreement and proceed with the construction of the Minimum Improvements pursuant to the terms of this Agreement. If, rather than passively holding title to the portion of the Project Area it acquires through foreclosure or deed in lieu of foreclosure, the foreclosing lender (or mortgagee obtaining a deed in lieu of foreclosure or subsequent transferee) or other purchaser at a foreclosure sale desires to construct the Minimum Improvements, the purchaser at the foreclosure sale must assume and perform each of the obligations of Developer, or the applicable successor to the interest Execution Draft 37 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 of Developer, under this Agreement as to the portion of the Minimum Improvements subject to foreclosure. This section does not restrict the authority of the Authority to pursue its rights under any outstanding security, exercise remedies otherwise available under this Agreement or suspend the performance of the obligations of the Authority or Developer under this Agreement as otherwise allowed. The Authority agrees to reasonably cooperate with any foreclosing lender (or mortgagee obtaining a deed in lieu of foreclosure) or other purchaser at a foreclosure sale in pursuing the Minimum Improvements in accordance with this Agreement. 5.5 Events of Default Under Mortgage. Developer shall use commercially reasonable efforts to obtain an agreement from any mortgagee under a Mortgage that in the event Developer or 7200 Parcel Owner is in default under any Mortgage, the mortgagee will use commercially reasonable efforts, within 30 days after it becomes aware of any such default and prior to exercising any remedy available to it due to such default, to notify the Authority in writing of (i) the fact of default; (ii) the elements of default; and (iii) the actions required to cure the default. Developer shall use its commercially reasonable efforts to obtain an agreement in any such Mortgage, that if, within the time period required by the Mortgage, the Authority cures any default under the Mortgage, the mortgagee will pursue none of its remedies under the Mortgage based on such default, provided that failure of Developer to obtain such an agreement from any such mortgagee shall not constitute a breach of this Agreement. 5.6 Subordination of Agreement. The City and the Authority will, upon the request of the holder of a Mortgage, execute and record a subordination agreement pursuant to which the City and the Authority agree that, upon a default by Developer under a Mortgage, the holder of the Mortgage may elect, in an instrument to be recorded in the Hennepin County land records and delivered to the City and the Authority before the commencement of proceedings to foreclose the Mortgage, to either (1) treat this Agreement as being subordinate to the lien of the Mortgage such that the foreclosure of the Mortgage and the failure to redeem from such foreclosure will extinguish and terminate this Agreement and the TIF Notes will automatically be cancelled and rescinded; or (2) to treat this Agreement as having priority over the Mortgage in which case this Agreement and the TIF Notes will survive the foreclosure of the Mortgage and this Agreement will be binding upon the holder of the Sheriff’s Certificate issued in conjunction with the foreclosure of the Mortgage, subject to the terms and conditions of Section 5.4. If the holder of the Mortgage fails to notify the City and the Authority of its election under this Section 5.6 on or before the commencement of foreclosure proceedings, the holder of the Mortgage shall be deemed to have elected to treat this Agreement as being subordinate to the lien of the Mortgage such that the foreclosure of the Mortgage and the failure to redeem from such foreclosure will extinguish and terminate this Agreement and the TIF Notes will automatically terminate. The City and Authority each further agree that if the holder of a Mortgage elects to treat this Agreement as having priority over the Mortgage, the City and Authority, upon the completion of the foreclosure without redemption, agree that the time for the completion of the Minimum Improvements is extended to a date 12 months following the expiration of all applicable redemption periods or such later date the City and Authority approve in writing. Article VI Insurance and Indemnification 6.1 Insurance. (a) Developer shall, and shall cause 7200 Parcel Owner to, obtain and continuously maintain insurance on each parties’ corresponding Phase of the Minimum Improvements and, from time to time at the request of the Authority, furnish proof to the Authority that the premiums for such insurance have been paid and the insurance is in effect. The insurance coverage described below is the minimum insurance coverage that Developer and7200 Parcel Owner must obtain and continuously maintain, provided that Developer and7200 Parcel Owner shall obtain the insurance described in clause (i) below with respect Execution Draft 38 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 to the corresponding Phase of the Minimum Improvements prior to the Commencement of construction thereof and is only obligated to maintain the insurance described in clause (i) until a Certificate of Completion is issued by the Authority with respect to the corresponding Phase of the Minimum Improvements: (i) Builder’s risk insurance, written on the so-called “Builder’s Risk- Completed Value Basis,” in an amount equal to 100% of the insurable value of the Minimum Improvements at the date of Completion, and with coverage available in non- reporting form on the so-called “all risk” form of policy. (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner’s/Contractor’s Policy naming the Authority, and the City as an additional insured, with limits against bodily injury and property damage of not less than $5,000,000 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used), written on an occurrence basis. (iii) Workers compensation insurance, for employees of Developer or 7200 Parcel Owner if and to the extent required by Law. (b) All insurance required in this Article shall be obtained and continuously maintained by responsible insurance companies selected by Developer and 7200 Parcel Owner which are authorized under the laws of the State to assume the risks covered by such policies. If available on commercially reasonable terms, each policy must contain a provision that the insurer will not cancel nor modify the policy without giving written notice to the insured at least 30 days before the cancellation or modification becomes effective. Not less than 15 days prior to the expiration of any policy, Developer and 7200 Parcel Owner must renew the existing policy or replace the policy with another policy conforming to the provisions of this Article. In lieu of separate policies, Developer and/or 7200 Parcel Owner may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein. 6.2 Indemnification. (a) Developer releases and covenants and agrees that the City Parties shall not be liable for and agrees to indemnify and hold harmless the City Parties against any loss or damage to property or any injury to or death of any person occurring at or about, or resulting from any defect in the Minimum Improvements, except to the extent attributable to the negligence or intentional misconduct of any City Party. (b) Except to the extent of the negligence or intentional misconduct of any City Party, Developer shall indemnify the City Parties, now and forever, and further agrees to hold the aforesaid harmless from any claims, demands, suits, costs, expenses (including reasonable attorney’s fees), actions or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from the actions or inactions of Developer, 7200 Parcel owner, or any of their respective owners, agents, contractors, or employees, under this Agreement or the transactions contemplated hereby, including, without limitation, the construction, installation, ownership, and operation of the Minimum Improvements. Article VII Other Developer Covenants Execution Draft 39 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 7.1 Developer Reimbursement Obligations. Developer shall pay all reasonable out of pocket costs of the City and the Authority in connection with the Minimum Improvements and the TIF Assistance provided to Developer, including, but not limited, the costs and expenses of the City Consultants, the costs of the development and negotiation of this Agreement and any amendments or modifications to this Agreement, the development of the TIF Plan, the creation of the TIF District, the blight study of the existing buildings, fiscal analysis, legal fees, and all other costs and expenses related thereto. Sufficient monies must be provided to the Authority along with the request for TIF Assistance. These monies shall be held in escrow. Any unused monies shall be returned to Developer. These monies shall not bear interest. After the escrowed monies have been used, Developer shall pay such costs monthly upon presentation of invoices and other documentation of such costs, not more than 30 days after the request for payment is delivered to Developer. All such costs will be Qualified Redevelopment Costs pursuant to the TIF Pro Forma. 7.2 Maintenance and Operation of the Improvements. Developer shall, at all times during the term of this Agreement, cause the Minimum Improvements to be maintained and operated in a safe and secure way and in compliance with this Agreement and applicable Law. Developer shall be responsible for the timely payment of all reasonable and necessary expenses of the operation and maintenance of the Minimum Improvements, including all premiums for insurance insuring against loss or damage thereto and adequate insurance against liability for injury to persons or property arising from the construction of the Minimum Improvements as required pursuant to this Agreement. During construction of the Minimum Improvements, Developer shall not knowingly cause any person working in or attending the Minimum Improvements for any purpose, or any tenant of the Minimum Improvements, to be exposed to any hazardous or unsafe condition; provided that such party shall not be in Default hereunder if it has required the contractors employed to perform work on the Minimum Improvements to take such precautions as may be available to protect the persons in and around the Minimum Improvements from hazards arising from the work, and has further required each such contractor to obtain and maintain liability insurance protecting against liability to persons for injury arising from the work. The expenses of operation and maintenance of the Minimum Improvements shall be borne solely by Developer. 7.3 Cooperation with Litigation. Developer shall, and shall cause 7200 Parcel Owner to, reasonably cooperate with the Authority with respect to any litigation commenced by third parties with respect to the Project Area; however, this provision does not obligate Developer to incur costs, except as otherwise provided in this Agreement or elsewhere. 7.4 Condemnation, Damage, or Destruction. In the event that title to and possession of the Minimum Improvements or any material part thereof shall be taken in condemnation or by the exercise of the power of eminent domain by any governmental body or other person (except the Authority or the City) or the Minimum Improvements is damaged or destroyed, Developer shall, with reasonable promptness after such damage or taking, notify the Authority as to the nature and extent of such damage or taking, as applicable. Upon receipt of any condemnation award or insurance proceeds Developer or 7200 Parcel Owner, as applicable, shall elect to either: (a) use the entire condemnation award or insurance proceeds to reconstruct the Minimum Improvements (or, in the event only a part of the Minimum Improvements has been taken or damaged, then to reconstruct such part) upon the remaining property to the extent necessary to maintain and continue operations of Minimum Improvements for its intended purpose; or (b) in the event that the condemnation affects or taking or damage or destruction affects the Project Area but not the Minimum Improvements thereon, retain, for the account of Developer or 7200 Parcel Owner, as applicable, all of the condemnation award or insurance proceeds. 7.5 Business Subsidy Agreement. The Authority and Developer have determined that a business subsidy agreement within the meaning of the Minnesota Business Subsidy Act, Minnesota Statutes, Sections 116J.993 through 116J.995 is not required in accordance with the exception contained in the Minnesota Business Subsidy Act, Minnesota Statutes, Section 116J.993, subd. 3(17), because Execution Draft 40 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Developer’s investment in the purchase of the 7250 Parcel and site preparation thereon is 70% or more of the assessor’s current year’s estimated market value for the 7250 Parcel. 7.6 Developer/Authority Grant Applications. Developer and the Authority will cooperate in efforts to obtain available public grant funding to undertake the Minimum Improvements, including but not limited to grants from funding from metropolitan, state, county, and federal sources identified by the Authority or Developer as reasonably available. Costs of preparing the grant applications and preparing required reports shall be borne by Developer. City staff shall have the final authority to review and submit the grant applications to the applicable agency. To the extent additional grant funds not reflected in the TIF Pro Forma are obtained, any such amounts shall be taken into consideration by the Authority when the Authority reviews the updated TIF Pro Formas and other information under Article III prior to issuing the TIF Notes. Developer shall reasonably cooperate with the City and the Authority with respect to the administration of any grants received from Hennepin County, Metropolitan Council, or State of Minnesota to support the construction of the Minimum Improvements. 7.7 Mitigation of Construction Disruption. Developer shall, and cause 7200 Parcel Owner to, comply with directions set and regulations enforced by the City Engineering and Building Inspection Departments regarding on site construction activities. All construction work shall be limited to the standard hours determined by the City. Deliveries to and from the jobsite shall also occur within allowable hours. Heavy trucks must follow routes established by the City. Provision shall be made for on-site or dedicated off-site parking on private property for all workers employed on the jobsite. Employee parking is prohibited on local streets and elsewhere where prohibited by lawfully installed regulatory signs. Developer shall, and cause 7200 Parcel Owner to, make best efforts to mitigate construction disruption to surrounding properties. 7.8 Parcel 7200 Temporary Parking; Phase 2 Pad Site Preparation. By no later than October 1, 2024, and in any event at least 60 days before Developer and/or 7200 Parcel Owner intends to construct any temporary surface parking on the 7200 Parcel as permitted under the City Approvals, Developer shall notify the City and the Authority that Developer and/or 7200 Parcel Owner intends to commence construction of said temporary surface parking. For avoidance of any doubt, any costs incurred in connection with construction of such temporary parking shall not be Qualified Redevelopment Costs, shall not be eligible for TIF Assistance, and shall not be included in the TIF Pro Forma for the Phase 1 Minimum Improvements. Developer shall maintain, or cause to be maintained, any such temporary parking or building pad site prepared in connection with the Phase 2 Pad Site Preparation in good condition and repair, free of garbage and weeds, and otherwise in accordance with the City Approvals and applicable Law until such Commencement of the Phase 2 Minimum Improvements. 7.9 Project Information. (a) Project Ownership. Developer shall provide the City and Authority with the final organizational structure for the ownership of the Phase 1 Minimum Improvements and the Phase 2 Minimum Improvements, and the identity of all parties with an ownership interest in the Phase 1 Minimum Improvements or the Phase 2 Minimum Improvements of 10% or greater as required to be disclosed in the Financing Commitments. Developer shall confirm such organizational and ownership information at the time Developer submits each Go-Ahead Letter, and periodically thereafter in accordance with clause (b) below. Prior to delivery of information regarding firm financing commitment or delivery of a Go-Ahead Letter, Developer will provide additional financing updates as requested by the Authority, whether by oral or written request, within two (2) business days after the request. (b) Other Information. In addition to the other Project information required to be provided by Developer hereunder, Developer shall provide or make available for review at Developer’s offices to the City and/or Authority such information regarding Developer and the Project as the City and/or Execution Draft 41 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Authority may reasonably request in writing from time to time in order for the City and Authority to monitor Developer’s progress on the Minimum Improvements and the financing thereof, the prospects of the Minimum Improvements, and/or the status of Developer’s obligations hereunder, in each case, promptly upon request in writing and in no event later than two (2) days following such request, including without limitation the following: (i) Updated TIF Pro Formas for each of the Phases of the Minimum Improvements based on then-current actual and/or projected Minimum Improvements information, as the same becomes available during the development of the Minimum Improvements; (ii) market studies and/or market data used by Developer to make decision regarding the financing, design, and development of the Minimum Improvements; (iii) organizational structures for 7200 Parcel Owner for the ownership of the Phase 2 Improvements, and the identity of all parties with an ownership interest in 7200 Parcel Owner and the Phase 2 Minimum Improvements of 10% or greater, and other such information to confirm Developer and 7200 Parcel Owner are Related Parties; (iv) the status of Minimum Improvements ownership, organizational structure, financing, leasing, occupancy, and sales, and information pertaining to the jobs and corresponding wages attributable to the Minimum Improvements, in each case, no more frequently than monthly. The City and Authority will treat all such information which Developer includes a caption stating that the same is proprietary or trade secret information as nonpublic data under and in accordance with the Minnesota Data Practices Act, Minnesota Statutes chapter 13. Article VIII Transfer Limitations 8.1 Representation as to the Minimum Improvements. Developer represents to the City and the Authority that its undertakings under this Agreement are for the purpose of developing the Minimum Improvements and not for the purpose of speculation in land holding. Developer acknowledges that, in view of the importance of the Minimum Improvements to the general welfare of the City and the Authority, and the substantial financing and other public aids that have been made available by the City and the Authority for the purpose of making such Minimum Improvements possible, the qualifications and identity of Developer are of particular concern to the Authority. Developer further acknowledges that the City and the Authority are willing to enter into this Agreement with Developer because of the qualifications and identity of Developer. 8.2 Limitation on Transfers. (a) Until the Authority’s issuance of the Certificate of Completion for each of the Phase 1 Minimum Improvements and the Phase 2 Minimum Improvements, as applicable, Developer shall not, and shall cause 7200 Parcel Owner to not, sell, assign, convey, lease or transfer in any other mode or manner any of its right, title, and interest in and to this Agreement, all or any part of the Project Area, or the Minimum Improvements, without the express written consent of the Authority (which consent may be granted by the Authority’s Authorized Representative in accordance with, and subject to the terms of, Section 10.9), provided that the consent of the Authority shall not be required for any of the following: Execution Draft 42 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (i) granting of a mortgage or other security interests in the Project Area and/or the Minimum Improvements as provided in Article V hereof; (ii) collaterally assigning Developer’s rights and obligations under this Agreement and the TIF Notes to the holder of any Mortgage that is permitted under the terms of Section 5.1; (iii) leasing the Minimum Improvements in the normal course of business in a manner consistent with this Agreement and the City Approvals; (iv) assigning this Agreement (in full, but not in part) in connection with a transfer of the 7200 Parcel or the 7250 Parcel to: (A) a Related Party of Developer or (B) a joint venture entity in which Developer or a Related Party thereof will hold at least a 10% ownership interest and be responsible for the day-to-day management of the Minimum Improvements, and a reputable, institutional investor will hold up to a 90% ownership interest; provided, in any case: (1) such permitted assignee party executes an agreement in a form reasonably approved by the Authority pursuant to which such permitted assignee party, as applicable, assumes and agrees to perform the obligations of Developer under this Agreement, and (2) Developer provides the Authority with such information and documentation required by the Authority to confirm the completion of such transfer and that the such transfer meets the requirements of this subsection; or (v) any subsequent transfer of the 7200 Parcel and/or the Phase 2 Minimum Improvements after the Authority has granted its consent to any initial transfer of the 7200 Parcel and/or the Phase 2 Minimum Improvements. (b) If the Authority’s consent to a transfer of the TIF Notes or this Agreement, pursuant to Section 3.6 and/or Section 8.2, as applicable, is required, then the Authority shall be entitled to require, as conditions to its approval of any sale, assignment, conveyance, use or transfer of any rights, title, and interest in and to this Agreement, the TIF Notes, the Project Area or the Minimum Improvements that: (i) Any proposed transferee shall not be exempt from the payment of real estate taxes and shall have the qualifications and financial responsibility, as determined by the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by Developer; (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable among the land records shall, for itself and its successors and assigns, and expressly for the benefit of the Authority have expressly assumed all of the obligations of Developer (or such obligations of Developer as are applicable to the portion of the Minimum Improvements acquired) under this Agreement and agree to be subject to all the conditions and restrictions to which Developer is subject; (iii) Developer must submit all instruments and other legal documents involved in effecting transfer to the Authority; and (iv) Developer and the transferee must comply with such other reasonable conditions as the Authority may find desirable in order to achieve and safeguard the purposes of the TIF Act, the Authority, this Agreement, the Minimum Improvements, and/or the Project; and Execution Draft 43 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (v) The transferee must demonstrate, in a manner satisfactory to the Authority, its ability to perform all assumed obligations in this Agreement. (c) In the absence of specific written agreement by the City and the Authority to the contrary, neither the transfer of the Minimum Improvements, or any portion thereof, prior to the issuance of the Certificate of Completion for the corresponding Phase of the Minimum Improvements or the City’s or the Authority’s consent to such a transfer will relieve Developer of its obligations under this Agreement; provided, however, in the event of a transfer to a permitted assignee party under Section 8.2(a)(iii), the Authority and the City will release Developer of its obligations under this Agreement accruing after the date of such permitted transfer. (d) After the Authority’s issuance of the Certificate of Completion for the corresponding Phase of the Minimum Improvements, Developer and 7200 Parcel Owner, as applicable, may freely transfer the corresponding portion of the Project Area and Developer may freely assign or transfer this Agreement (and the TIF Notes, subject to the requirements of Section 3.5), in each case, without the Authority’s or the City’s consent; provided, however, Developer must promptly notify the Authority and the City in writing of the name and contact information of the successor Developer under this Agreement and the effective date of such assignment or transfer. Article IX Events of Default and Remedies 9.1 Events of Default Defined. “Events of Default” under this Agreement include any one or more of the events listed in Sections 9.2 and 9.3. 9.2 Developer Events of Default. The following shall be Events of Default: (a) subject to Unavoidable Delays and Cure Rights, Developer’s or 7200 Parcel Owner’s failure to achieve Commencement and Completion of any aspect of the Minimum Improvements by the applicable “Default Date” set forth in Section 4.1, provided that if the Authority issues a Certificate of Completion, any such failure related to the Phase of the Minimum Improvements for which such Certificate of Completion applies shall no longer be an Event of Default; (b) subject to Unavoidable Delays and Cure Rights, Developer shall Default in its obligations with respect to the construction of the Minimum Improvements (including the nature and the date for the completion of the various elements thereof), or either Developer or 7200 Parcel Owner shall abandon or substantially suspend construction work on the Minimum Improvements, and any such Default, violation, abandonment or suspension is not cured, ended or remedied within 30 days after written notice to do so, provided that if the Authority issues a Certificate of Completion, such failure shall no longer be an Event of Default; (c) there is, in violation of this Agreement, any conveyance or other transfer of the Project Area and/or the Minimum Improvements or any part thereof, and such violation is not cured within 30 days after written notice to do so; (d) subject to Unavoidable Delay and Cure Rights, failure by Developer or 7200 Parcel Owner, as applicable, to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, any of the City Easements, the City Approvals, or any other agreements regarding the Minimum Improvements, and the continuation of such failure for a period of 30 days after written notice of such failure from any party hereto; Execution Draft 44 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 (e) if, prior to the delivery of the Certificate of Completion for either Phase of the Minimum Improvements, either Developer or 7200 Parcel Owner shall (i) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as amended or under any similar federal or State law; or (ii) make an assignment for the benefit of its creditors; or (iii) become insolvent or adjudicated a bankrupt; or if a petition or answer proposing the adjudication of Developer or 7200 Parcel Owner, as a bankrupt or its reorganization under any present or future Federal bankruptcy act or any similar Federal or State law shall be filed in any court and such petition or answer shall not be discharged or denied within 90 days after the filing thereof; or a receiver, trustee or liquidator of Developer or 7200 Parcel Owner, or of the Minimum Improvements, or part thereof, shall be appointed in any proceeding brought against Developer or 7200 Parcel Owner, and shall not be discharged within 90 days after such appointed, or if Developer or 7200 Parcel Owner shall consent to or acquiesce in such appointment. 9.3 City and Authority Events of Default. Subject to Cure Rights and events beyond the City’s and/or the Authority’s control, the failure of the City or the Authority to observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, and the continuation of such failure for a period of 30 days after written notice of such failure from any party hereto shall be an Event of Default for the City or the Authority. 9.4 Cure Rights. If a Default occurs under this Agreement which reasonably requires more than 30 days to cure, such Default shall not constitute an Event of Default, provided that the curing of the Default is promptly commenced upon receipt by the defaulting party of the written notice of the Default, and with due diligence is thereafter continuously prosecuted to completion and is completed within a reasonable period of time, and provided that the defaulting party keeps the non-defaulting party informed at all times of its progress in curing the Default; provided, however in no event shall such additional cure period for any Default extend beyond 180 days. 9.5 Authority Remedies on Developer Events of Default. Whenever any Event of Default occurs by Developer, the Authority may take any one or more of the following actions: (a) Termination. Terminate this Agreement (but not either TIF Note if then issued by the Authority); (b) Withhold TIF Assistance. Only for any uncured material Event of Default, the Authority may suspend interest accrual and/or withhold payments due under the TIF Notes until Developer has cured any Default which gave rise to such Event of Default; provided, however, (i) the Authority may not suspend interest accrual and/or withhold payments due under the Phase 1 TIF Note due to an Event of Default of Developer arising from 7200 Parcel Owner’s or Developer’s failure to achieve Commencement and Completion of any aspect of the Phase 2 Minimum Improvements by the applicable “Default Date” set forth in Section 4.1, and (ii) the Authority may also not suspend interest accrual and/or withhold payments due under the Phase 1 TIF Note due to an Event of Default for Developer arising solely from a 7200 Parcel Default, and (iii) if the Phase 2 TIF Note has been issued and there is an Event of Default of Developer due to any failure by 7200 Parcel Owner (including any inability of Developer to cause 7200 Parcel Owner) to perform any act or fulfill any other obligation hereunder relating solely to the 7200 Parcel, the Phase 2 Minimum Improvements, and/or Execution Draft 45 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 the 7200 Parcel Owner (e.g., 7200 Parcel Owner violating Sections 3.7, 4.11, or 6.1 with respect to the Phase 2 Minimum Improvements, and/or the 7200 Parcel Owner) (each a “7200 Parcel Default”), then the Authority may only suspend interest accrual and/or withhold payments due under the Phase 2 TIF Note as a remedy under this subsection as a result to any such 7200 Parcel Default, and the Authority may not suspend payments or accrual of interest under the Phase 1 TIF Note as a remedy under this subsection as a result to any such 7200 Parcel Default; (c) Suspend Performance. Suspend performance under this Agreement until it receives assurances from Developer or the holder of any Mortgage, deemed adequate by the Authority, that Developer or the holder of any Mortgage will cure the Event of Default and continue its performance under this Agreement, (d) Withhold Certificate of Completion. Withhold a Certificate of Completion where such Event of Default relates to Completion of a Phase of the Minimum Improvements or the issuance of a Certificate of Completion; (e) Other Remedies. All other remedies available at law or in equity that may appear necessary or desirable to the Authority to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant of Developer under this Agreement, including, without limitation, a right to specific performance. For avoidance of doubt, and except as may be provided in any separate agreement relating to the Project under which the 7200 Parcel Owner is a party (e.g., the Public Plaza Easement agreement), upon an Event of Default of Developer, the Authority’s and City’s rights and remedies shall be against Developer, and neither the Authority nor the City shall have any right to pursue any such remedy against the 7200 Parcel Owner for such Event of Default of Developer (even if the 7200 Parcel Owner is the party causing such Event of Default of Developer). 9.6 City Remedies on Developer Events of Default. Whenever any Event of Default of Developer occurs, the City may suspend performance of its obligations under this Agreement and take whatever action at law or in equity may appear necessary or desirable to the City to enforce performance and observance of any obligation, agreement, or covenant of Developer under this Agreement, including an action for specific performance. 9.7 Developer Remedies on City or Authority Events of Default. Whenever any Event of Default of the City or the Authority occurs, Developer, may take whatever action at law or in equity may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the City or the Authority under this Agreement, including, without limitation, an action for specific performance. 9.8 No Remedy Exclusive. No remedy herein conferred upon or reserved to the City, the Authority or Developer is intended to be exclusive of any other available remedy or remedies unless otherwise expressly stated, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority, the City or Developer to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article IX. Execution Draft 46 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 9.9 No Additional Waiver Implied by One Waiver. If any agreement contained in this Agreement should be breached by any party and thereafter waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 9.10 Reimbursement of Attorneys’ Fees. Whenever a Default occurs and the non-defaulting party shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement under this Agreement, the defaulting party shall, within 10 days of written demand by the non-defaulting party pay to such non- defaulting party the reasonable fees of such attorneys and such other expenses so incurred by the non- defaulting party. In the event of any enforcement action hereunder following a Default, the prevailing party, in addition to other relief, shall be entitled to an award of attorney’s fees and costs. The City, Authority and Developer waive their right to a jury trial on the issues of who is the prevailing party and the reasonable amount of attorneys’ fees and costs to be awarded to the prevailing party. Those issues will be decided by the trial judge upon motion by one or both parties, such motion to be decided based on the record as of the end of the jury trial augmented only by the testimony and/or affidavits from the attorneys and their staff. The parties agree that, subject to the trial judge’s discretion, the intent of this clause is to have all issues related to the award of attorneys’ fees and costs decided by the trial judge as quickly as practicable. Article X Additional Provisions 10.1 Conflicts of Interest. No member of the Board or other official of the Authority shall have any financial interest, direct or indirect, in this Agreement, the TIF District or the Minimum Improvements, or any contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such member of the governing body or other official participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. No member, official or employee of the City or the Authority shall be personally liable to the City or the Authority in the event of any Default or breach by Developer of any obligations under the terms of this Agreement. 10.2 Titles of Articles and Sections. Any titles of the several parts, Articles and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 10.3 Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to any other shall be in writing and shall be sufficiently given or delivered if it is dispatched by reputable overnight courier, sent registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and addressed to: Developer at: 7250 France Group, LLC c/o Orion Investments Attention: Ted Carlson 6550 York Avenue South, Suite 207 Edina MN 55435 The Authority at: Housing and Redevelopment Authority of Edina, Minnesota Attention: Executive Director 4801 West 50th Street Edina, MN 55424 Execution Draft 47 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 with a copy to: Dorsey & Whitney LLP Attention: Jay R. Lindgren 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402 The City at: City of Edina Attention: City Manager 4801 West 50th Street Edina, MN 55424 with a copy to: Dorsey & Whitney LLP Attention: Jay R. Lindgren 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402 or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this section. 10.4 Governing Law, Jurisdiction, Venue and Waiver of Trial by Jury. All matters, whether sounding in tort or in contract, relating to the validity, construction, performance, or enforcement of this Agreement shall be controlled by, interpreted and determined in accordance with the laws of the state of Minnesota without regard to its conflict and choice of law provisions. Any litigation arising out of this Agreement shall be venued exclusively in Hennepin County District Court, Fourth Judicial District, state of Minnesota and shall not be removed therefrom to any other federal or state court. The Authority and Developer hereby consent to personal jurisdiction and venue in the foregoing court. The Authority and Developer hereby waive trial by jury for any litigation arising out of this Agreement. 10.5 Severability. If any term or provision of this Agreement is determined to be invalid or unenforceable under applicable Law, the remainder of this Agreement shall not be affected thereby, and each remaining term or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable Law. 10.6 Consents and Approvals. Whenever the terms “consent,” “approve,” or “approval” are used herein, they shall mean consent or approval in a party’s sole discretion, unless specifically provided otherwise. All consents or approvals must be delivered in writing in order to be effective. 10.7 Additional Documents. When reasonably requested to do so by another party, each party shall execute or cause to be executed any further documents as may be reasonably necessary or expedient and within their lawful obligation in order to consummate the transactions provided for in, and to carry out the purpose and intent of, this Agreement. 10.8 Limitation. All covenants, stipulations, promises, agreements and obligations of the Authority or Developer contained in this Agreement shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and Developer, and not of any governing body member, officer, agent, servant, manager or employee of the Authority or Developer in the individual capacity thereof. 10.9 City/Authority Approval. Unless the City Council or the Board, as applicable, determines otherwise in its discretion, all approvals and other actions required of or taken by the Authority or the City shall be effective upon action by the Authorized Representative of the Authority or City, as applicable (or in either case his/her designee), unless (a) this Agreement explicitly provides for approval by the City Execution Draft 48 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 Council or the Board of the Authority, (b) approval by the Council or Board is required by law or (c) the approval, in the opinion of the City Manager or the Executive Director, would result in a material change in the terms of this Agreement. 10.10 Superseding Effect. This Agreement reflects the entire agreement of the parties with respect to the items covered by this Agreement, and supersedes in all respects all prior agreements of the parties, whether written or otherwise, with respect to the items covered by this Agreement. 10.11 Relationship of Parties. Nothing in this Agreement is intended, or shall be construed, to create a partnership or joint venture among or between the parties hereto, and the rights and remedies of the parties hereto shall be strictly as set forth in this Agreement. 10.12 Survival of Terms. The following Sections will survive the expiration or earlier termination of this Agreement: Section 6.1 [Insurance]; Section 6.2 [Indemnification]; Section 7.1 [Developer Reimbursement Obligations]; Sections 9.5 through 9.10 [Remedies on Default, etc.] to the extent of any Event of Default arising prior to such termination or expiration; Section 10.3 [Notices and Demands]; Section 10.4 [Governing Law, Jurisdiction, Venue and Waiver of Trial by Jury]; Section 10.14 [No Waiver of Governmental Immunity and Limitations on Liability]; and Section 10.17 [Limited Liability]. 10.13 Data Practices Act. Developer acknowledges that all of the data created, collected, received, stored, used, maintained, or disseminated by Developer with regard to the performance of its duties under this Agreement are subject to the requirements of Chapter 13, Minnesota Statutes. 10.14 No Waiver of Governmental Immunity and Limitations on Liability. Nothing in this Agreement shall in any way affect or impair the City’s or Authority’s immunity or the immunity of the City’s and Authority’s employees, consultants and contractors, whether on account of official immunity, legislative immunity, statutory immunity, discretionary immunity or otherwise. Nothing in this Agreement shall in any way affect or impair the limitations on the City’s or Authority’s liability or the liability of the City’s and Authority’s employees, consultants and independent contractors. By entering into this Agreement, the Authority does not waive any rights, protections, or limitations as provided under law and equity for the Authority, or of their respective employees, consultants and contractors. 10.15 City and Authority Regulatory Authority. Nothing in this Agreement shall be construed to limit or modify the City’s or Authority’s regulatory authority. 10.16 Memorandum of Agreement. Neither party shall cause this Agreement to be recorded or filed in the real estate records of the County. However, Developer shall cause a memorandum of this Agreement to be so recorded or filed in the form attached as Exhibit G, and hereby incorporated herein by reference upon execution of this Agreement upon the Project Area. At the time of execution of this Agreement the parties hereto and 7200 Parcel Owner will also execute and acknowledge the Memorandum of Agreement. 10.17 Limited Liability. Notwithstanding anything to contrary provided in this Agreement, it is specifically understood and agreed, such agreement being the primary consideration for the execution of this Agreement by Developer, that (a) there should be absolutely no personal liability on the part of any director, officer, manager, member, employee or agent of Developer or the City or Authority with respect to any terms, covenants and conditions in this Agreement; (b) Developer and the Authority waive all claims, demands and causes of action against the other parties’ directors, officers, managers, members, employees and agents in any Event of Default, by either party, as the case may be, of any of the terms, covenants and conditions of this Agreement to be performed by either party; and (c) Developer and the Authority, as the case may be, shall look solely to the assets of the other party for the satisfaction of each and every applicable Execution Draft 49 Redevelopment Agreement (7200-7250 France Avenue) 4895-5638-2034\15 remedy in the Event of Default by any party, as the case may be, of any of the terms, covenants and conditions of this Agreement such exculpation of liability to be absolute and without any exception whatsoever. 10.18 Time is of the Essence. Time is of the essence of this Agreement and each and every term and condition hereof; provided, however, that if any date herein set forth for the performance of any obligations by Developer or the Authority or for the delivery of any instrument or notice as herein provided should not be on a business day, the compliance with such obligations or delivery shall be deemed acceptable on the next following business day. All references to “days” herein mean “calendar days” unless “business days” are expressly stated. 10.19 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 10.20 Amendments. This Agreement shall not be amended unless in writing and executed by the parties hereto. Developer shall be responsible for obtaining any necessary consent to an amendment to this Agreement from the Construction Lender or Permanent Lender, as applicable. 10.21 Term. The term of this Agreement shall be effective from the Effective Date above written until the earlier of (a) the date this Agreement is terminated pursuant to the terms and conditions hereof, (b) payment in full of the TIF Notes, or (c) the date of termination of the TIF District. Upon termination, the parties agree to execute and record a document terminating this Agreement and providing for the release of the obligations under this Agreement. 10.22 Estoppel Certificate. Each party shall, within fifteen (15) days after request from the other party hereto, deliver a written statement which may be relied upon by the requesting party, or any lender or transferee of the requesting party, setting forth (a) whether, to the best knowledge of the party providing the written statement, that the requesting party is not in default and there exists no circumstance which with the giving of notice or lapse of time, or both, would constitute a default (or if such party is aware of any such default or circumstance specifying the same); and (b) such other factual certifications as may be reasonably requested by the requesting party. 10.23 Relationship to 7200 Parcel and 7200 Parcel Owner. Notwithstanding anything herein to the contrary, and for avoidance of doubt, Developer is responsible hereunder for all obligations related to both Phases of the Minimum Improvements and, in that connection, Developer shall cause 7200 Parcel Owner to timely and fully comply with all obligations and requirements hereunder pertaining to or related to the 7200 Parcel Owner and/or the 7200 Parcel, and failure by Developer to do so will be a Default of Developer hereunder, subject to the applicable terms and conditions hereof. [SIGNATURES APPEAR ON FOLLOWING PAGES] Execution Draft [Signature Page to Redevelopment Agreement (7200-7250 France Avenue)] 4895-5638-2034\15 IN WITNESS WHEREOF, the City, the Authority and Developer have caused this Agreement to be duly executed in their names and on their behalf, all on or as of the date first above written. City of Edina, Minnesota By: _________________________________________ James B. Hovland, Mayor By: _________________________________________ Scott H. Neal, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2023, by James B. Hovland and Scott H. Neal, the Mayor and City Manager, respectively, of the City of Edina, Minnesota, on behalf of the City of Edina. ______________________________________ Notary Public Execution Draft [Signature Page to Redevelopment Agreement (7200-7250 France Avenue)] 4895-5638-2034\15 Housing and Redevelopment Authority of Edina, Minnesota By: ______________________________ James B. Hovland, Chair By: ______________________________ James Pierce, Secretary STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _______________, 2023, by James B. Hovland and James Pierce, the Chair and Secretary, respectively, of the Housing and Redevelopment Authority of Edina, Minnesota, on behalf of said Authority. ____________________________________________ Notary Public Execution Draft [Signature Page to Redevelopment Agreement (7200-7250 France Avenue)] 4895-5638-2034\15 7250 France Group, LLC, a Minnesota limited liability company By: _________________________________________ Name: _______________________________________ Its: __________________________________________ STATE OF _______________ ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ___ day of _______________, 2023, by ____________________, the _______________ of 7250 France Group, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public Execution Draft [Acknowledgement and Consent of 7200 Parcel Owner to Redevelopment Agreement (7200-7250 France Avenue)] 4895-5638-2034\15 Acknowledgement and Consent of 7200 Parcel Owner The undersigned, France Property Partners, LLC, a Minnesota limited liability company, as the current owner of the 7200 Parcel, as defined and legally described in the foregoing Redevelopment Agreement dated April 18, 2023 (as may be amended, supplemented, restated, and/or otherwise modified from time to time, the “Redevelopment Agreement”), by and among the City of Edina Minnesota, a Minnesota statutory city (the “City”), the Housing and Redevelopment Authority of Edina, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (“Authority”), and 7250 France Group, LLC, a Minnesota limited liability company (“Developer”), hereby consents to the Redevelopment Agreement and hereby acknowledges and agrees that (i) it has reviewed the Redevelopment Agreement in effect as of the date hereof, (ii) the Redevelopment Agreement contains certain restrictions pertaining to the 7200 Parcel and the 7200 Parcel Owner, (iii) that 7200 Parcel must perform certain actions in order for Developer to comply with the terms of the Redevelopment Agreement, including, without limitation, constructing the Phase 2 Minimum Improvements, granting certain City Easements encumbering the 7200 Parcel, and providing certain financial and ownership information regarding the 7200 Parcel and the 7200 Parcel Owner all upon the terms and conditions of the Redevelopment Agreement, and (iv) the City and/or the Authority, as applicable, may take any action under the Redevelopment Agreement, including, without limitation, agreeing to any alteration, modification, altering, amendment, and/or restatement the Redevelopment Agreement, in each case, without notice to or assent of 7200 Parcel Owner. Unless otherwise defined herein or unless context requires otherwise, undefined terms used in the foregoing paragraph shall have the meanings set forth in the Redevelopment Agreement. Dated: April 18, 2023 France Property Partners, LLC, a Minnesota limited liability company By: _________________________________________ Name: _______________________________________ Its: __________________________________________ STATE OF _______________ ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ___ day of _______________, 2023, by ____________________, the _______________ of France Property Partners, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public A-1 4880-7185-9037\1 Exhibit A Legal Description 7200 Parcel The East 1045 feet of the South Half of the Northeast Quarter of Section 31, Township 28, Range 24, according to the Government survey thereof, except that embraced within the plat of Oscar Roberts Frist Addition Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022381. Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022382. Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022383. 7250 Parcel Lot 44, Block 1, Oscar Roberts First Addition, Hennepin County, Minnesota Together with benefit of Easement for flowage and drainage of surface waters dated November 12, 1971, filed February 8, 1972, as Document No. 1022380. Together with benefit of Easement for flowage and drainage of surface waters dated November 12, 1971, filed February 8, 1972, as Document No. 1022381. B-1 4871-8346-3261\1 Exhibit B Project Site Plan [See attached.] Conc. WalkW 72nd St(A Public R/W)Lyman Ln(A Public R/W) France Ave S(A Public R/W)24" RCP24" RCP6" CIP 18" RCPDN9NOPARKINGCATEGORY 144,206 SFCATEGORY 228,199 SFCATEGORY 45,652 SFCATEGORY 331,352 SFCATEGORY 5(SUM OF 1-4)109,409 SFProject Number:Issue Date:Revision Number:Revision Date:5000 GLENWOOD AVEGOLDEN VALLEY, MN 55422612-615-0060www.CivilSiteGroup.com01" = 80'-0"80'-0"40'-0"N7200-7250 FRANCE AVENUE SOUTH, EDINA, MN 55435Project Site PlanEX. B214191/27/23.2/8/237200-7250 FRANCE C-1 4871-8346-3261\1 Exhibit C Phase I Development Plan [See attached.] yyyyyΖͲyΗd͘K͘yyy >сyyΖͲyΗ^ d/KEKZ yd Z/KZ > sd/KE/Ed Z/KZ > sd/KE d/>KZ E>Z' W>Et>>dzW t/EKtdzW > sd/KE^WKd > sd/KE&>KKZ&/E/^,dZE^/d/KEyyyy͘yyyyyyyyyy yd Z/KZ > sd/KE< zEKd ZKKDED EEhD ZKKZEhD Z^ d/KE< zEKd Z s/^/KEEhD Z&/Z yd/E'h/^, Z/E d&/Z yd/E'h/^, ZͲt>>DKhEd ZKKDyyyyWdͲydͲy͍DKhEd/E', /',d^/'ZD< zEKd WZK: dEhD ZZtEz , < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21dLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞη ĂƚĞ/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϲͬϯϬͬϮϬϮϮϱ͗ϭϱ͗ϯϳWDdϭ͘ϭd/d> ^, d ^' ^'ϬϲͬϯϬͬϮϮϳϮϬϬΘϳϮϱϬ&ZE s ϳϮϬϬΘϳϮϱϬ&ZE s ͕ /E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮ )5$1&($9(_38')5$1&($9(_(',1$01^zDK>^> ' EZt/E'/E yWZK: d>Kd/KEWZ >/D/EZzh/>/E'D dZ/^Zt/E'EhD Z Zt/E'ED ϬϲͬϯϬͬϮϮͲW͘h͘͘Z,/d dhZ>dϭ͘ϭ d/d> ^, d භ/s/>Ϭ͘Ϭ d/d> ^, d භϭ͘Ϭ W,͘ϭZ DKs>^W>E භϭ͘ϭ W,͘ϮZ DKs>^W>E භϮ͘Ϭ W,͘ϭ^/d W>E භϮ͘ϭ W,͘Ϯ^/d W>E භϯ͘Ϭ W,͘ϭ'Z/E'W>E භϯ͘ϭ W,͘Ϯ'Z/E'W>E භϰ͘Ϭ W,͘ϭhd/>/dzW>E භϰ͘ϭ W,͘Ϯhd/>/dzW>E භϱ͘Ϭ /s/> d/>^ භϱ͘ϭ /s/> d/>^ භϱ͘Ϯ /s/> d/>^ භ^tϭ͘Ϭ ^tWWWͲ y/^d/E'KE/d/KE^ භ^tϭ͘ϭ W,͘ϭ^tWWWͲWZKWK^ KE/d/KE^ භ^tϭ͘Ϯ W,͘Ϯ^tWWWͲWZKWK^ KE/d/KE^ භ^tϭ͘ϯ ^tWWWͲ d/>^ භ^tϭ͘ϰ ^tWWWͲEZZd/s භ^tϭ͘ϱ ^tWWWͲdd,D Ed^ භ^tϭ͘ϲ ^tWWWͲdd,D Ed^ භsϭ͘Ϭ ^/d ^hZs z භsϭ͘ϭ ^/d ^hZs z භ>E^W >ϭ͘Ϭ >E^W ^/d W>E භ>ϭ͘ϭ >E^W W>Ed/E'W>E භ>Ϯ͘Ϭ >E^W d/>^ භZ,/d dhZ>Ϭ͘ϭ y/^d/E'^/d W,KdK^;ϳϮϬϬΘϳϮϱϬͿ භϬ͘Ϯ ^/d W>EͲ DK>/d/KE;ϳϮϬϬΘϳϮϱϬͿ භϬ͘ϯ ^/d W>EͲW,^ ϭ;ϳϮϬϬΘϳϮϱϬͿ භϬ͘ϰ ^/d W>EͲW,^ Ϯ;ϳϮϬϬΘϳϮϱϬͿ භϬ͘ϱ ^/d ^ d/KE/'ZD^ͲW,^ ϭ;ϳϮϬϬΘϳϮϱϬͿ භϬ͘ϲ ^/d ^ d/KE/'ZD^ͲW,^ Ϯ;ϳϮϬϬΘϳϮϱϬͿ භϬ͘ϳ W,^ ϭEϮ^/d Z E Z/E'^ භϬ͘ϴ yd Z/KZZ E Z/E'^;ϳϮϬϬΘϳϮϱϬͿ භϬ͘ϵ yd Z/KZZ E Z/E'^;ϳϮϬϬΘϳϮϱϬͿ භϬ͘ϭϬ yd Z/KZZ E Z/E'^;ϳϮϬϬΘϳϮϱϬͿ භϭ͘ϭ ϳϮϱϬ&>KKZW>E^ භϭ͘Ϯ ϳϮϱϬ&>KKZW>E^ භϭ͘ϯ ϳϮϱϬ&>KKZW>E^ භϭ͘ϰ ϳϮϱϬ&>KKZW>E^ භϮ͘ϭ ϳϮϱϬ yd Z/KZ > sd/KE භϮ͘Ϯ ϳϮϱϬ yd Z/KZ > sd/KE භϮ͘ϯ ϳϮϱϬ yd Z/KZ > sd/KE භϮ͘ϰ ϳϮϱϬ yd Z/KZ > sd/KE භϮ͘ϱ ϳϮϱϬ yd Z/KZDd Z/>^ භKtE Zͬ s >KW Z͗KZ/KE/Es ^dD Ed^ϲϱϱϬzKZ<s ͕^h/d ϮϬϳ /E͕DEϱϱϰϯϱWŚ͗ ϲϭϮͲϴϭϮͲϳϳϴϴZ,/d d͗ >E ^^^t E^KE'Z,DZ,/d d^/E͘ϱϬϬt^,/E'dKEs ͘^Khd,͕^h/d ϭϬϴϬD/EE WK>/^͕DEϱϱϰϭϱWŚ͗ ϲϭϮͲϯϯϵͲϱϱϬϴKEdZdKZ͗ΘWKE^dZhd/KEϱϱϬϬtzd>s͕^h/d ϲϬϬD/EE WK>/^͕DEϱϱϰϭϲWŚ͗ ϵϱϮͲϲϬϳͲϰϲϱϴ/s/> E'/E Z͗/s/>^/d 'ZKhWϱϬϬϬ'> EtKKs Eh 'K> Es>> z͕DEϱϱϰϮϮWŚ͗ ϲϭϮͲϲϭϱͲϬϬϲϬ>E^W Z,/d d͗KE&>h E ϱϯϬEϯZ ^dZ d͕^h/d ϭϮϬD/EE WK>/^͕DEϱϱϰϬϭWŚ͗ ϲϭϮͲϯϯϯͲϯϳϬϮ^dZhdhZ> E'/E Z͗D z ZKZ'DE:K,E^KEϱϭϬDZYh dd s Eh ^Khd,ηϵϬϬD/EE WK>/^͕DEϱϱϰϬϮWŚ͗ ϲϭϮͲϯϯϴͲϬϳϭϯD W E'/E Z͗ DEh >^KEͲWK^ϳϳϬϱh^,>< ZK /E͕DEϱϱϰϯϵWŚ͗ ϵϱϬͲϵϯϬͲϬϬϱϬWZ</E'KE^h>dEd͗t>< ZKE^h>dEd^ϭϲϲϬ^,/',tzϭϬϬηϱϰϱD/EE WK>/^͕DEϱϱϰϭϲWŚ͗ ϵϱϮͲϱϵϱͲϵϭϭϲWZK: dd DsŝĐŝŶŝƚLJ^ŝƚĞ>ŽĐĂƚŝŽŶEŽ͘ ĞƐĐƌŝƉƚŝŽŶ ĂƚĞ )5$1&( )5$1&($9(6(',1$01<25.$9(668,7((',1$0125,21,19(670(176352-(&735(/,0,1$5< 127)25&216758&7,21,668(68%0,77$/6800$5<'$7('(6&5,37,21352-(&7180%(5 &,7<68%0,77$/'5$:1%< 5(9,(:('%< $0 '.&23<5,*+7&,9,/6,7(*5283,1&F'DYLG-.QDHEOH/,&(16(12'$7(,+(5(%<&(57,)<7+$77+,63/$163(&,),&$7,21255(3257:$635(3$5('%<0(2581'(50<',5(&7683(59,6,21$1'7+$7,$0$'8/</,&(16('352)(66,21$/(1*,1((581'(57+(/$:62)7+(67$7(2)0,11(627$%KXKN'PIKPGGTKPI5WTXG[KPI.CPFUECRG#TEJKVGEVWTG)NGPYQQF#XGPWG)QNFGP8CNNG[/0FLYLOVLWHJURXSFRPÄÄ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°11'54"E520.01S89°51'35"E325.01N00°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d W>E^ŝŐŶĂƚƵƌĞdLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞη ĂƚĞWZK: dEhD ZZtEz , < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂϵͬϭϬͬϮϬϮϭϭϭ͗ϯϬ͗ϭϬDϮϮϭϭϯ: dDϳϮϬϬͲϳϮϱϬϳϮϬϬͲϳϮϱϬ&ƌĂŶĐĞǀĞŶƵĞ^ŽƵƚŚ͕ ĚŝŶĂ͕DE1R 'HVFULSWLRQ 'DWHWh^hD/dd>ϬϲͬϮϵͬϮϬϮϮLANDSCAPE ARCHITECTϱϯϬEd,/Z^d͕^h/d ϭϮϬ͕D/EE WK>/^͕DEϱϱϭϬϮW,͗ϲϭϮ͘ϯϯϯ͘ϯϳϬϮ&y͗ϱϭϱ͘Ϯϴϴ͘ϴϯϱϵǁǁǁ͘ƚŚŝŶŬĐŽŶĨůƵĞŶĐĞ͘ĐŽŵ,1),/75$7,21%$6,1'(9(/230(17&2857<$5'&2857<$5' WZK: dEhD ZZtEz, < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21dLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞηĂƚĞ/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϲͬϯϬͬϮϬϮϮϱ͗ϭϰ͗ϯϲWDϬ͘ϭ y/^d/E'^/d W,KdK^;ϳϮϬϬΘϳϮϱϬͿ ^' ^'ϬϲͬϯϬͬϮϮϳϮϬϬΘϳϮϱϬ&ZE s ϳϮϬϬΘϳϮϱϬ&ZE s ͕ /E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮ )5$1&($9(18(29(5$//(;,67,1*6,7($(5,$/6)5$1&($9(18((;,67,1*6,7($(5,$/6 3+2726)5$1&($9(18((;,67,1*6,7($(5,$/6 3+2726EŽ͘ ĞƐĐƌŝƉƚŝŽŶ ĂƚĞ ϭϮ͘ϭ'(02(;,67,1*6725<*/$662)),&(%8,/',1*$1')281'$7,21'(02(;,67,1*6725<*/$662)),&(%8,/',1*$1')281'$7,21'(02(;,67,1*&21&5(7(5(7$,1,1*:$//(;,67,1*$&&(665$03725(0$,1(;,67,1*3$5.,1*685)$&(72%(35(33(')255(685)$&,1*$1'1(:675,3,1*'(02(;,67,1*685)$&(/27$1'3$5.,1*6758&785(%(1($7+72*5$'(/,1(2)(;,67,1*3$5.,1*6758&785(72%(5(029(''(02(;,67,1*&21&5(7(5(7$,1,1*:$//(;,67,1*'5,9($,6/($1'&85%&8772%(5(029('(;,67,1*'5,9($,6/($1'&85%&8772%(5(029('(;,67,1*3$5.,1*685)$&(72%(35(33(')255(685)$&,1*$1'1(:675,3,1*(;,67,1*3$5.,1*685)$&(72%(5(029('(;,67,1*$&&(665$03$1'&85%&8772%(5(029('(;,67,1*$17(11$$1'&21&5(7(3$'72%(5(029('(;,67,1*9(*(7$7,21/,1(72%(5(029('%$&.723523(57</,1('>>', ZZ/s ϳϮE^dZ d&ZE s Eh (;,67,1*'5,9($,6/($1'&85%&8772%(5(029('WZK: dEhD ZZtEz , < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21dLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞη ĂƚĞ/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϲͬϯϬͬϮϬϮϮϱ͗ϭϰ͗ϯϵWDϬ͘Ϯ^/d W>EͲ DK>/d/KE;ϳϮϬϬΘϳϮϱϬͿ ^' ^'ϬϲͬϯϬͬϮϮϳϮϬϬΘϳϮϱϬ&ZE s ϳϮϬϬΘϳϮϱϬ&ZE s ͕ /E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮϭͬϯϮΗсϭΖͲϬΗϬ͘Ϯϭyy> s > DK>/d/KEW>EEŽ͘ ĞƐĐƌŝƉƚŝŽŶ ĂƚĞϭ ͲͲͲ d ϮϬ͘ϱϭϮ͘ϭϯϮ͘ϮϭϮ͘ϰϭϮ͘ϯϭϬ͘ϱϳϮϱϬK&&/ h/>/E''>>', ZZ/s tϳϮE^dZ d&ZE s Eh ^ϭϬ͘ϲ7(033$5.,1*67$//63$5.,1*67$//63$5.,1*67$//6WZK: dEhD ZZtEz, < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21dLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞηĂƚĞ/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϳͬϭͬϮϬϮϮϭϭ͗Ϯϲ͗ϰϲDϬ͘ϯ^/d W>EͲ W,^ ϭ;ϳϮϬϬΘϳϮϱϬͿ ^' ^'ϬϲͬϯϬͬϮϮϳϮϬϬΘϳϮϱϬ&ZE s ϳϮϬϬΘϳϮϱϬ&ZE s ͕ /E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮϭΗсϯϬΖͲϬΗϬ͘ϯϭ> s >ϭ^/d W>EͲ W,^ ϭEŽ͘ ĞƐĐƌŝƉƚŝŽŶ ĂƚĞ ϳϮϱϬK&&/ h/>/E''>>', ZZ/s tϳϮE^dZ d&ZE s Eh ^WKd Ed/>&hdhZ K&&/ h/>/E'WZK: dEhD ZZtEz , < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21dLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞη ĂƚĞ/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϲͬϯϬͬϮϬϮϮϱ͗ϭϰ͗ϰϯWDϬ͘ϰ^/d W>EͲ W,^ Ϯ;ϳϮϬϬΘϳϮϱϬͿ ^' ^'ϬϲͬϯϬͬϮϮϳϮϬϬΘϳϮϱϬ&ZE s ϳϮϬϬΘϳϮϱϬ&ZE s ͕ /E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮϭΗсϯϬΖͲϬΗϬ͘ϰϭ> s >ϭ^/d W>EͲ W,^ ϮEŽ͘ ĞƐĐƌŝƉƚŝŽŶ ĂƚĞ > s >ϭϴϱϳΖͲ ϬΗ> s >ϮϴϴϭΖͲ ϬΗ$> s >ϯϴϵϱΖͲ ϬΗ> s >ϰϵϬϵΖͲ ϬΗ> s >ϱϵϮϯΖͲ ϬΗZKK&ϵϯϳΖͲ ϬΗWϭϴϰϳΖͲ ϬΗ%&()+> s >WϮϴϯϳΖͲ ϬΗ'*'$1,/$675((752207<32/2*< 3520(1$'(6$1'75$16,7,21=21(63(175<685)$&(3$5.,1*6+2:1'$6+('%(<21'3+$6(6,7(:$// *$//$*+(5'5,9(6(7%$&.)520&85% > s >ϭϴϱϳΖͲ ϬΗ> s >ϮϴϴϭΖͲ ϬΗ> s >ϯϴϵϱΖͲ ϬΗ> s >ϰϵϬϵΖͲ ϬΗ> s >ϱϵϮϯΖͲ ϬΗZKK&ϵϯϳΖͲ ϬΗWϭϴϰϳΖͲ ϬΗ> s >WϮϴϯϳΖͲ ϬΗ67250:$7(55(7(17,216(7%$&.)520&85% )5$1&($9(18(675((752207<32/2*< &251(/,$29(5/$<$7)5$1&(5$03 %(<21' 6(7%$&. 6(7%$&.)520,17(51$/675((7 ,17(51$/675((7 ,17(51$/675((7675((752207<32/2*< $:(673520(1$'(WZK: dEhD ZZtEz , < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21dLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞη ĂƚĞ/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϲͬϯϬͬϮϬϮϮϱ͗ϭϰ͗ϱϵWDϬ͘ϱ^/d ^ d/KE/'ZD^Ͳ W,^ ϭ;ϳϮϬϬΘϳϮϱϬͿ ^' ^'ϬϲͬϯϬͬϮϮϳϮϬϬΘϳϮϱϬ&ZE s ϳϮϬϬΘϳϮϱϬ&ZE s ͕ /E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮϭͬϭϲΗсϭΖͲϬΗϬ͘ϱϭW,^ ϭͲ EKZd,ͬ^Khd,^/d ^ d/KEϭͬϭϲΗсϭΖͲϬΗϬ͘ϱϮW,^ ϭͲ ^dͬt ^d^/d ^ d/KEdE/>EŽ͘ ĞƐĐƌŝƉƚŝŽŶ ĂƚĞ > s >ϭϴϱϳΖͲ ϬΗ> s >ϮϴϴϭΖͲ ϬΗ$> s >ϯϴϵϱΖͲ ϬΗ> s >ϰϵϬϵΖͲ ϬΗ> s >ϱϵϮϯΖͲ ϬΗZKK&ϵϯϳΖͲ ϬΗWϭϴϰϳΖͲ ϬΗ%&()+> s >WϮϴϯϳΖͲ ϬΗ'*'$1,/$675((752207<32/2*< 3520(1$'(6$1'75$16,7,21=21(63(175< *$//$*+(5'5,9( /(9(/3+$6( 6(7%$&.)520&85% 327(17,$/)8785(%8,/',1*327(17,$/%(/2:*5$'(3$5.,1*6758&785( 3(175< WZK: dEhD ZZtEz , < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21dLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞη ĂƚĞ/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϲͬϯϬͬϮϬϮϮϱ͗ϭϱ͗ϬϰWDϬ͘ϲ^/d ^ d/KE/'ZD^Ͳ W,^ Ϯ;ϳϮϬϬΘϳϮϱϬͿ ^' ^'ϬϲͬϯϬͬϮϮϳϮϬϬΘϳϮϱϬ&ZE s ϳϮϬϬΘϳϮϱϬ&ZE s ͕ /E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮϭͬϭϲΗсϭΖͲϬΗϬ͘ϲϭW,^ ϮͲ EKZd,ͬ^Khd,^/d ^ d/KEEŽ͘ ĞƐĐƌŝƉƚŝŽŶ ĂƚĞ WZK: dEhD ZZtEz , < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21dLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞη ĂƚĞ/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϲͬϯϬͬϮϬϮϮϱ͗ϭϱ͗ϬϱWDϬ͘ϳW,^ ϭEϮ^/d Z E Z/E'^ ^' ^'ϬϲͬϮϵͬϮϮϳϮϬϬΘϳϮϱϬ&ZE s ϳϮϬϬΘϳϮϱϬ&ZE s ͕ /E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮW,^ ϭ^/d Z E Z/E'W,^ Ϯ^/d Z E Z/E'EŽ͘ ĞƐĐƌŝƉƚŝŽŶ ĂƚĞ WZK: dEhD ZZtEz , < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21dLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞη ĂƚĞ/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϲͬϯϬͬϮϬϮϮϱ͗ϭϱ͗ϬϱWDϬ͘ϴ yd Z/KZZ E Z/E'^;ϳϮϬϬΘϳϮϱϬͿ ^' ^'ϬϲͬϯϬͬϮϮϳϮϬϬΘϳϮϱϬ&ZE s ϳϮϬϬΘϳϮϱϬ&ZE s ͕ /E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮEŽ͘ ĞƐĐƌŝƉƚŝŽŶ ĂƚĞ WZK: dEhD ZZtEz , < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21dLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞη ĂƚĞ/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϲͬϯϬͬϮϬϮϮϱ͗ϭϱ͗ϬϱWDϬ͘ϵ yd Z/KZZ E Z/E'^;ϳϮϬϬΘϳϮϱϬͿ ^' ^'ϬϲͬϮϵͬϮϮϳϮϬϬΘϳϮϱϬ&ZE s ϳϮϬϬΘϳϮϱϬ&ZE s ͕ /E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮEŽ͘ ĞƐĐƌŝƉƚŝŽŶ ĂƚĞ WZK: dEhD ZZtEz , < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21dLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞη ĂƚĞ/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϲͬϯϬͬϮϬϮϮϱ͗ϭϱ͗ϬϱWDϬ͘ϭϬ yd Z/KZZ E Z/E'^;ϳϮϬϬΘϳϮϱϬͿƵƚŚŽƌŚĞĐŬĞƌϬϲͬϯϬͬϮϮϳϮϬϬΘϳϮϱϬ&ZE s ϳϮϬϬΘϳϮϱϬ&ZE s ͕ /E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮEŽ͘ ĞƐĐƌŝƉƚŝŽŶ ĂƚĞ WZK: dEhD ZZtEz , < zKZ/'/E>/^^h ͗Z s/^/KE^͗< zW>E127)25&216758&7,21dLJƉĞĚŽƌWƌŝŶƚĞĚEĂŵĞ>ŝĐĞŶƐĞη ĂƚĞ/ŚĞƌĞďLJĐĞƌƚŝĨLJƚŚĂƚƚŚŝƐƉůĂŶ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶ͕ŽƌƌĞƉŽƌƚǁĂƐƉƌĞƉĂƌĞĚďLJŵĞŽƌƵŶĚĞƌŵLJĚŝƌĞĐƚƐƵƉĞƌǀŝƐŝŽŶĂŶĚƚŚĂƚ/ĂŵĂĚƵůLJůŝĐĞŶƐĞĚĂƌĐŚŝƚĞĐƚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ^ŝŐŶĂƚƵƌĞϲͬϯϬͬϮϬϮϮϱ͗ϭϱ͗ϯϱWDϮ͘ϱϳϮϱϬ yd Z/KZDd Z/>^ ^' ^'ϬϲͬϯϬͬϮϮϳϮϬϬΘϳϮϱϬ&ZE s ϳϮϬϬΘϳϮϱϬ&ZE s ͕ /E͕DEϱϱϰϯϱW͘h͘͘^hD/^^/KEϲͬϯϬͬϮϬϮϮϮϮϮϳϬϮ> s >ϭDd Z/>^> s >^ϮͲϱDd Z/>^ZKK&Dd Z/>^,zZ/t/EKtt>>Ͳ^^'^z^d DZ,d dhZ>WZ ^dͲK>KZϭ^dKE ^ D d>WE >ͲK>KZϭD d>WE >ͲK>KZϭ,zZ/t/EKtt>>Ͳ^^'^z^d DZ,/d dhZ>Z/<D d>WE >ͲK>KZϮ&>d>K</EWE >EŽ͘ ĞƐĐƌŝƉƚŝŽŶ ĂƚĞ D-1 4871-8346-3261\1 Exhibit D Initial Projeced TIF Pro Forma [See attached.] . SOURCES Ph. 1 Amount Ph. 2 Amount Combined First Mortgage 59,889,140 48,120,044 108,009,184 Other Loans 0 0 0 Equity 25,666,775 28,872,026 54,538,801 TOTAL SOURCES 85,555,915 76,992,070 162,547,985 USES Ph. 1 Amount Ph. 2 Amount Combined Acquisition Costs Per Site sq. ft.5,100,000 6,100,000 11,200,000 Building Construction and Overhead 58,583,514 59,326,000 117,909,514 Hard Cost Contingency 1,970,547 2,627,500 4,598,047 Site Improvements / Demolition 5,855,358 250,000 6,105,358 Permits / Fees 383,288 0 383,288 Professional Services 3,689,260 2,558,713 6,247,973 Soft Cost Contingency 455,943 342,425 798,368 Financing Costs 5,161,328 2,800,744 7,962,072 Developer Fee 4,250,000 2,736,688 6,986,688 Cash Accounts / Reserves 106,677 250,000 356,677 TOTAL USES 85,555,915 76,992,070 162,547,985 Phase 2: Hotel Building EXHIBIT D - INITIAL TIF PRO FORMA PHASE I AND 2 PROJECT SOURCES AND USES Phase 1: Project Site Redevelopment and Multi-Tenant Office Building Commercial Rent and Income Rent Per Annual Sq. Ft / Sq. Ft.Revenue Units Commercial Office and Retail Rent (NNN) Office Type 1 $36.00 $3,254,292 90,397 rsf Office Type 2 $52.00 $1,195,636 22,993 rsf Office Type 3 $38.00 $847,590 22,305 rsf Parking 195 $397,800 170 leased stalls Gross Revenue $5,695,318 135,695 rsf Vacancy Loss 5.00%($264,876) Expense on Vacancy (CAM & Property Taxes)5.00%($85,146) $5,345,296 Net Operating Income (NOI)$5,345,296 Requested Tax Increment Assistance $667,000 Net Operating Income (with Assistance)$6,012,296 W/ Assistance Commercial NOI:$6,012,296 Total Development Cost:85,555,915 Less 7200 France Proceeds:0 Adjusted Total Development Cost:85,555,915 Cash on Cost Return ("Market Return Rate"):7.03% NOI:Coverage $6,012,296 Coverage Less Debt Service:1.10 ($4,852,509)1.24 Net Cashflow:$1,159,787 Cash on Cash Annual Return on Equity:4.52% Effective Gross Income PHASE I MINIMUM IMPROVEMENTS Multi-Tenant Office Operating Assumptions 85,555,915 $5,345,296 No Assistance 6.25% $5,345,296 ($4,852,509) $492,787 1.92% 0 85,555,915 Commercial Rent and Income Rent Per Annual Sq. Ft / Sq. Ft.Revenue Units Operating Revenue Rooms $325.00 $11,032,125 150 rooms Food & Beverage $48.00 $5,770,650 0 Other Facilities $31.50 $331,632 0 Miscellaneous 195 $149,094 0 Total Operating Revenue $17,283,501 150 rooms $17,283,501 Expenses Amount % Gross Departmental Expenses Rooms $1,332,657 12.1% Food & Beverage $2,930,671 50.8% Other Operated Departments $157,484 Total Departmental Expenses ($4,420,812)-25.6% General Expenses Administration $1,071,577 6.2% IT Systems $276,536 1.6% Sales & Marketing $734,549 4.3% Franchise Fees $959,234 5.5% Property & Maintenance $604,923 3.5% Utilities $362,954 2.1% Total General Expenses ($4,009,773)-23.2% Non-Operating Income (Expense) Misc. Income $204,000 1.2% Management (4.0%)($691,340)-4.0% Rent ($25,793)-0.1% Property and Other Taxes ($275,000)-1.6% Insurance ($390,000)-2.3% Replacement Reserves ($172,835)-1.0% Total General Expenses ($1,350,968)-7.8% Total Net Inccome $7,501,948 43.4% Tax Increment $0 0.0% Net Operating Income (NOI)$7,501,948 43.4% Combined with Phase 1 Commercial NOI:$12,847,244 Total Development Cost:162,547,985 Less 7200 France Proceeds:0 Adjusted Total Development Cost:162,547,985 Cash on Cost Return (NOI/Cost):7.90% Commercial NOI:Coverage $12,847,244 Coverage Less Debt Service:1.88 ($8,842,112)1.45 Net Cashflow:$4,005,131 Cash on Cash Annual Return on Equity:7.34% Tax Increment:$667,000 Adjusted Cash on Cost Return ("Market Return Rate"):8.31% Adjusted Cash on Cash Annual Return on Equity:8.57% Phase 2 PHASE 2 MINIMUM IMPROVEMENTS Hotel Operating Assumptions Gross Revenues 12.17% $7,501,948 76,992,070 9.74% $7,501,948 ($3,989,603) $3,512,345 0 76,992,070 E-1 4872-8325-0518\2 Exhibit E Form of Go-Ahead Letter [DEVELOPER LETTERHEAD] [Date] City Manager/City of Edina Executive Director/ Housing and Redevelopment Authority of Edina, MN 4801 West 50th Street Edina, Minnesota 55424 Dear [______]: This letter is submitted pursuant to Section 4.5 of that certain Redevelopment Agreement (7200-7250 France Avenue) by and among the CITY OF EDINA, MINNESOTA, a Minnesota statutory city (the “City”); the HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Authority”); and 7250 FRANCE GROUP, LLC, a Minnesota limited liability company (the “Developer”), dated as of April 18, 2023 (the “Redevelopment Agreement”), and is provided as the “Go-Ahead Letter” thereunder for the Phase __ Minimum Improvements. Capitalized terms used in this letter and not defined herein have the meaning given to them in the Redevelopment Agreement. In accordance with Section 4.5 of the Redevelopment Agreement, Developer hereby represents, warrants, and certifies to the City and the Authority that: (i) the debt and equity Financing Commitments for the Phase __ Minimum Improvements have been received by [Developer][7200 Parcel Owner] and true and correct copies of the same are attached hereto as Exhibit A; (ii) the organizational chart of [Developer][7200 Parcel Owner] attached hereto as Exhibit B includes the identity (including name, city and state of each) of all equity sources with greater than a 10% direct or indirect investment in the Phase __ Minimum Improvements; (iii) the Equity and Inclusion Outreach Plan has been received by [Developer][7200 Parcel Owner] and true and correct copies of the same are attached hereto as Exhibit C; (iv) complete construction documents have been submitted to the City and other regulatory permitting authorities and [Developer][7200 Parcel Owner] is prepared to receive construction permits to build the Phase__ Minimum Improvements; and (v) [Developer][7200 Parcel Owner] is prepared to close on all financing required for the Phase __ Minimum Improvements financing and commence construction of the Phase __ Minimum Improvements, in accordance with the Redevelopment Agreement. [Signature Page to Go-Ahead Letter] E-2 4872-8325-0518\2 Sincerely, 7250 FRANCE GROUP, LLC, a Minnesota limited liability company By: _________________________________________ Name: _______________________________________ Its: __________________________________________ [Exhibit A to Go-Ahead Letter] E-3 4872-8325-0518\2 Exhibit A Phase __ Financing Commitments (See attached) [Exhibit B to Go-Ahead Letter] E-4 4872-8325-0518\2 Exhibit B Phase __ Organizational Chart (See attached) [Exhibit C to Go-Ahead Letter] E-5 4872-8325-0518\2 Exhibit C Phase __ Equity and Inclusion Outreach Plan (See attached) F-1 4895-8144-5209\1 Exhibit F Form of Certificate of Completion with Completion Checklist CERTIFICATE OF COMPLETION (7200-7250 France Avenue) A. 7250 FRANCE GROUP, LLC, a Minnesota limited liability company (“Developer”), pursuant to the Redevelopment Agreement by and among the CITY OF EDINA, MINNESOTA, a Minnesota statutory city (the “City”), the HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA (the “Authority”) and Developer dated effective as of April 18, 2023 (as the same may be amended or supplemented from time to time, the “Redevelopment Agreement”), which Redevelopment Agreement is evidenced of record by that certain Memorandum of Redevelopment Agreement dated April 18, 2023 and recorded on ________________, 2023 in the office of the Registrar of Titles for Hennepin County, Minnesota as Document No. ____________, is required to cause the completion the [Phase 1][Phase 2]Minimum Improvements, as defined in and in accordance with the Redevelopment Agreement, on that certain real property (the “Property”) located in Hennepin County, Minnesota, described on the attached Exhibit A. B. As of the date hereof, the [Phase 1][Phase 2]Minimum Improvements have been completed in accordance with the Redevelopment Agreement. C. The issuance of this Certificate of Completion by the City and the Authority is not intended nor shall it be construed to be a warranty or representation by the City or the Authority as to the structural soundness of the [Phase 1][Phase 2] Minimum Improvements, including, but not limited to, the quality of materials, workmanship or the fitness of the [Phase 1][Phase 2]Minimum Improvements for their proposed use. NOW THEREFORE, this is to certify that all construction and other physical improvements specified to be done and made pursuant to the Redevelopment Agreement with regard to the [Phase 1][Phase 2] Minimum Improvements have been completed, and the provisions of the Redevelopment Agreement imposing obligations and/or conditions on Developer pertaining to the construct of the [Phase 1][Phase 2] Minimum Improvements, are hereby satisfied and terminated, and the Registrar of Titles in and for the County of Hennepin, Minnesota is hereby authorized to record this instrument to be a conclusive determination of the satisfactory termination of said provisions of the Redevelopment Agreement. Dated: ______________, 20___ [Remainder of page intentionally left blank; signature pages follow] F-2 [Signature Page to Certificate of Completion] 4895-8144-5209\1 CITY OF EDINA, MINNESOTA By _______________________________________ _____________________, Mayor By _______________________________________ _____________________, City Manager STATE OF MINNESOTA ) )ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _____________, 202___, by ___________ and ___________, the Mayor and City Manager, respectively, of the City of Edina, Minnesota, on behalf of the City of Edina. Notary Public F-3 [Signature Page to Certificate of Completion] 4895-8144-5209\1 HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA By _______________________________________ _____________________, Chair By _______________________________________ _____________________, Secretary STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _____________, 20___, by ___________ and ___________, the Chair and Secretary, respectively, of the Housing and Redevelopment Authority of Edina, Minnesota, on behalf of said Authority. Notary Public THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 F-4 [Exhibit A to Certificate of Completion] 4895-8144-5209\1 Exhibit A Legal Description of the [Property [To be 7200 Parcel and/or 72500 Parcel, as applicable] F-5 4895-8144-5209\1 Certificate of Completion Checklist (7200-7250 France Avenue) This is a summary of the deliverable requirements of the Redevelopment Agreement (7200-7250 France Avenue) dated April 18, 2023. This sheet is intended to be completed in connection with Developer’s request for a Certificate of Completion and prior to the issuance of the TIF Note. This sheet is provided for convenience and does not modify the terms of the Redevelopment Agreement. [To be completed in accordance with final Redevelopment Agreement] Certificate of Completion Checklist – 7200-7250 France Avenue Prepared by: ________________________________________ ___________________ Signature and Title Date Approved by: ________________________________________ ___________________ Signature, Date Edina City Manager / HRA Executive Director G-1 4857-2661-4871\3 Exhibit G Form of Memorandum of Redevelopment Agreement MEMORANDUM OF REDEVELOPMENT AGREEMENT (7200-7250 France Avenue) This Memorandum of Redevelopment Agreement (this “Memorandum”) is entered into as of ______________________, 202____, by and among the City of Edina Minnesota, a Minnesota statutory city (the “City”), the Housing and Redevelopment Authority of Edina, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (“Authority”), 7250 France Group, LLC, a Minnesota limited liability company (“Developer”), and France Property Partners, LLC, a Minnesota limited liability company (“7200 Parcel Owner”). RECITALS: A. The City, Authority, and Developer (collectively, the “Parties”) have entered into a certain Redevelopment Agreement dated as of April 18, 2023 (as the same may be amended, modified, and/or supplemented from time to time, the “Redevelopment Agreement”), whereby the Parties have agreed to various aspects of the redevelopment of certain real property more particularly described on the attached Exhibit A, together with all improvements, tenements, easements, rights and appurtenances pertaining to such real property, lying and being in Hennepin County, Minnesota (the “Property”). B. 7200 Parcel Owner, as owner of that portion of the Property identified on Exhibit A as the “7200 Parcel” has consented to the Redevelopment Agreement as set forth in that certain “Acknowledgement and Consent of 7200 Parcel Owner” attached to the Redevelopment Agreement and executed by 7200 Parcel Owner. C. The Parties and 7200 Parcel Owner wish to give notice of the existence of the Redevelopment Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties and 7200 Parcel Owner agree as follows: 1. The above recitals are incorporated by reference as if fully set forth herein. 2. Capitalized terms, when not defined herein, shall have the meanings ascribed to them in the Redevelopment Agreement. 3. The Parties have entered into the Redevelopment Agreement to set forth the terms and provisions governing the redevelopment of the Property. 4. This Memorandum has been executed and delivered by the Parties and 7200 Parcel Owner for the purpose of recording and giving notice that a contractual relationship for the redevelopment of the Property has been created between the Parties in accordance with the terms, covenants, and conditions of the Redevelopment Agreement, as consented to by 7200 Parcel Owner. The Parties and 7200 Parcel Owner intend, declare and covenant, on behalf of themselves and all future owners and operators of the Property, that the Redevelopment Agreement and the covenants and restrictions set forth therein regulating and restricting the use, occupancy and transfer of the Property (a) shall be and are covenants running with the G-2 4857-2661-4871\3 Property, encumbering the Property, binding upon the Parties’ and 7200 Parcel Owner’s successors in title and all subsequent owners and operators of the Property; (b) are not merely personal covenants of the Parties; and (c) shall bind the Parties and 7200 Parcel Owner and their respective successors and assigns. 5. The terms and conditions of the Agreement are incorporated by reference into this Memorandum as if fully set forth herein. 6. This Memorandum may be executed separately in counterparts which, when taken together, shall constitute one and the same instrument. [Remainder of page left blank intentionally; signature pages follow] G-3 [Signature Page to Memorandum of Redevelopment Agreement (7200-7250 France Avenue)] 4857-2661-4871\3 IN WITNESS WHEREOF, the Parties and 7200 Parcel Owner have executed this Memorandum as of the date first written above. CITY OF EDINA, MINNESOTA By: __________________________________ James B. Hovland, Mayor By: __________________________________ Scott H. Neal, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _____________, 2023, by James B. Hovland and Scott H. Neal, the Mayor and City Manager, respectively, of the City of Edina, Minnesota, on behalf of the City of Edina. ____________________________________________ Notary Public G-4 [Signature Page to Memorandum of Redevelopment Agreement (7200-7250 France Avenue)] 4857-2661-4871\3 HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA By: ______________________________ James B. Hovland, Chair By: ______________________________ James Pierce, Secretary STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _______________, 2022, by James B. Hovland and James Pierce, the Chair and Secretary, respectively, of the Housing and Redevelopment Authority of Edina, Minnesota, on behalf of said Authority. ____________________________________________ Notary Public G-5 [Signature Page to Memorandum of Redevelopment Agreement (7200-7250 France Avenue)] 4857-2661-4871\3 7250 France Group, LLC, a Minnesota limited liability company By: _________________________________________ Name: _______________________________________ Its: __________________________________________ STATE OF _______________ ) ) ss. COUNTY OF _____________ ) The foregoing instrument was acknowledged before me this ___ day of ________________, 2023, by _______________, the _______________ of 7250 France Group, LLC, a Minnesota limited liability company, on behalf of the company. ____________________________________________ Notary Public G-6 [Signature Page to Memorandum of Redevelopment Agreement (7200-7250 France Avenue)] 4857-2661-4871\3 France Property Partners, LLC, a Minnesota limited liability company By: _________________________________________ Name: _______________________________________ Its: __________________________________________ STATE OF _______________ ) ) ss. COUNTY OF _____________ ) The foregoing instrument was acknowledged before me this ___ day of ________________, 2023, by _______________, the _______________ of France Property Partners, LLC, a Minnesota limited liability company, on behalf of the company. ____________________________________________ Notary Public THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street Suite 1500 Minneapolis, MN 55402-1498 G-7 [Exhibit A to Memorandum of Redevelopment Agreement (7200-7250 France Avenue)] 4857-2661-4871\3 Exhibit A Legal Description of the Property 7200 Parcel The East 1045 feet of the South Half of the Northeast Quarter of Section 31, Township 28, Range 24, according to the Government survey thereof, except that embraced within the plat of Oscar Roberts Frist Addition Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022381. Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022382. Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022383. 7250 Parcel Lot 44, Block 1, Oscar Roberts First Addition, Hennepin County, Minnesota Together with benefit of Easement for flowage and drainage of surface waters dated November 12, 1971, filed February 8, 1972, as Document No. 1022380. Together with benefit of Easement for flowage and drainage of surface waters dated November 12, 1971, filed February 8, 1972, as Document No. 1022381. H-1 4863-2456-7896\1 Exhibit H Form of TIF Note LIMITED REVENUE TAXABLE TAX INCREMENT NOTE (7200-7250 France Avenue) No. R-_____ $[____________] UNITED STATES OF AMERICA STATE OF MINNESOTA CITY OF EDINA HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA LIMITED REVENUE TAXABLE TAX INCREMENT NOTE The HOUSING AND REDEVELOPMENT AUTHORITY OF EDINA, MINNESOTA (the “Authority”) acknowledges itself to be indebted and, for value received, promises to pay to the order of 7250 FRANCE GROUP, LLC, a Minnesota limited liability company (“Developer”), solely from the source, to the extent and in the manner hereinafter provided, up to the principal amount of this Limited Revenue Taxable Tax Increment Note (this “Note”) as provided herein, together with simple interest thereon accrued on the unpaid principal balance hereof from the date hereof, at the rate of interest of [________________] percent ([____]%) per annum, on the Payment Dates (as hereinafter defined). This Note is executed and delivered in accordance with the terms and conditions of that certain Redevelopment Agreement dated as of April 18, 2023, by and among the City of Edina, Minnesota (the “City”), the Authority and Developer (as the same may be amended, modified, and/or supplemented from time to time, the “Redevelopment Agreement”), and is subject to the terms, conditions, and limitations on payment set forth therein, including, without limitation, the provisions of Section 3.5 (TIF Assistance and Potential Adjustment) of the Redevelopment Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the Redevelopment Agreement. Each payment on this Note is payable in any coin or currency of the United States of America which on the date of such payment is legal tender for public and private debts and shall be made by check or draft made payable to Developer and mailed to Developer at its postal address within the United States which shall be designated from time to time by Developer. This Note is a special and limited obligation and not a general obligation of the Authority, which has been issued by the Authority pursuant to, and in full conformity with, the Constitution and the laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 through 469.1794 (the “TIF Act”), and the terms and conditions of the Redevelopment Agreement and a resolution of the Board of the Authority, to aid in financing a “project” (as defined in Minnesota Statutes, Section 469.174, subdivision 8) of the Authority within the 72nd and France Tax Increment Financing District established by the Authority pursuant to Resolution No. _______ (the “TIF District”). H-2 4863-2456-7896\1 Subject to the terms of the Redevelopment Agreement, principal of and interest on this Note shall be payable solely from and in the amount of Available Tax Increments (as hereinafter defined) on each February 1 and August 1 commencing on the later of August 1, 2026 or the first February 1 or August 1 immediately following the date hereof (the “Payment Dates”). On each Payment Date, the Authority shall apply Available Tax Increments to the payment of principal of and interest on this Note. To the extent that the Authority is unable to pay the total principal and interest due on this Note at or prior to February 1, 2041 (the “Maturity Date”) as a result of its having received as of such date insufficient Available Tax Increments, such failure shall not constitute a default under this Note and the Authority shall have no further obligation to pay unpaid balance of principal or accrued interest that may remain after such Maturity Date. All payments made by the Authority on this Note shall be applied first to accrued interest and then to the principal amount of this Note. If Available Tax Increment is insufficient to pay any accrued interest due, such unpaid interest shall be carried forward without interest. Interest shall be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. “Available Tax Increments” means up to 90% of the tax increments derived from the property within the TIF District which have been actually received and retained by the Authority from the County of Hennepin, Minnesota, pursuant to the TIF Act, for the six months before each Payment Date. EXCEPT AS TO THE OBLIGATION TO MAKE PAYMENTS FROM THE AVAILABLE TAX INCREMENTS, THIS NOTE IS NOT A DEBT OF THE AUTHORITY, THE CITY, OR THE STATE OF MINNESOTA (THE “STATE”), AND NEITHER THE AUTHORITY, THE CITY, THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THIS NOTE, NOR SHALL THIS NOTE BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE TAX INCREMENTS. Upon an Event of Default by Developer under the Redevelopment Agreement, the Authority may exercise the remedies with respect to this Note described in the Redevelopment Agreement, the terms of which are incorporated herein by reference, including, without limitation, the suspension or termination of the Authority’s obligation to make any payments under this Note. For avoidance of doubt, the terms of Redevelopment Agreement incorporated herein by the foregoing reference, shall, for purposes of this Note, survive any termination of the Redevelopment Agreement occurring after the issuance of this Note. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Note. Developer shall never have or be deemed to have the right to compel any exercise of any taxing power of the Authority or the City or any other public body, and neither the Authority nor the City nor any director, commissioner, council member, board member, officer, employee or agent of the Authority or the City, nor any person executing or registering this Note shall be liable personally hereon by reason of the issuance or registration hereof or otherwise. THE AUTHORITY MAKES NO REPRESENTATION, COVENANT, OR WARRANTY, EXPRESS OR IMPLIED, THAT THE AVAILABLE TAX INCREMENTS WILL BE SUFFICIENT TO PAY, IN WHOLE OR IN PART, THE PRINCIPAL OF AND INTEREST ON THIS NOTE. NO HOLDER OF THIS NOTE SHALL HAVE RIGHTS AGAINST THE AUTHORITY EXCEPT FOR DISTRIBUTION OF AVAILABLE TAX INCREMENTS. H-3 4863-2456-7896\1 Except as otherwise provided in the Redevelopment Agreement, this Note shall not be assignable or transferable without the prior written consent of the Authority. Any assignee or transferee must execute and deliver to the Authority a certificate, in form and substance reasonably satisfactory to the Authority, pursuant to which, among other things, such assignee or transferee acknowledges and represents: (i) the limited nature of the Authority’s payment obligations under this Note, (ii) that this Note is being acquired for investment for such assignee’s or transferee’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, (iii) that the assignee or transferee has no present intention of selling, granting any participation in, or otherwise distributing the same, (iv) that the assignee or transferee is an “accredited investor” within the meaning of Rule 501 of the Regulation D under the Securities Act of 1933, as amended, (v) that the assignee or transferee, either alone or with such assignee’s or transferee’s representatives, has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the prospective investment in this Note and the assignee or transferee is able to bear the economic consequences thereof, (vi) that in making its decision to acquire this Note, the assignee or transferee has relied upon independent investigations made by the assignee or transferee and, to the extent believed by such assignee or transferee to be appropriate, the assignee’s or transferee’s representatives, including its own professional, tax and other advisors, and has not relied upon any representation or warranty from the Authority, or any of its officers, employees, agents, affiliates or representatives, with respect to the value of this Note, (vii) that the Authority has not made any warranty, acknowledgment or covenant, in writing or otherwise, to the assignee or transferee regarding the tax consequences, if any, of the acquisition and investment in this Note, (viii) that the assignee or transferee or its representatives have been given a full opportunity to examine all documents and to ask questions of, and to receive answers from, the Authority and its representatives concerning the terms of this Note and such other information as the assignee or transferee desires in order to evaluate the acquisition of and investment in this Note, and all such questions have been answered to the full satisfaction of the assignee or transferee, (ix) that the assignee or transferee has evaluated the merits and risks of investment in this Note and has determined that this Note is a suitable investment for the assignee or transferee in light of such party’s overall financial condition and prospects, (x) that this Note will be characterized as “restricted securities” under the federal securities laws because this Note is being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act of 1933, as amended, except in certain limited circumstances, and (xi) that no market for this Note exists and no market for this Note is intended to be developed. This Note is issued pursuant to the Redevelopment Agreement and resolutions of the Board of the Authority and is entitled to the benefits thereof, which Redevelopment Agreement and resolutions are incorporated herein by reference. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the Authority or the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the Authority or the City to exceed any constitutional or statutory limitation thereon. [Remainder of this page intentionally left blank; signatures on following page] H-4 4863-2456-7896\1 IN WITNESS WHEREOF, the Board of the Housing and Redevelopment Authority of Edina, Minnesota, has caused this Note to be executed by the manual signatures of the Chair and the Secretary of the Authority, and has caused this Note to be dated as of the date of original issue specified above. Chair Secretary I-1 4871-8346-3261\1 Exhibit I Sample Lookback Calclation [See attached.] Phase 1 Phase 2 Total Phase 1 Phase 2 Total Phase 1 Phase 2 Total Net Operating Income End of Year 5,561,246 7,501,948 13,063,194 5,901,639 7,961,127 13,862,766 6,914,710 9,327,729 16,242,440 Divided By Cap Rate 6.00%6.75%6.00%6.75%6.00%6.75% Gross Sale Price 92,687,433 111,139,970 203,827,403 98,360,645 117,942,626 216,303,271 115,245,172 138,188,584 253,433,756 Less: First Mortgage 57,291,523 47,355,168 104,646,691 53,564,295 44,725,909 98,290,204 39,230,285 34,467,522 73,697,807 Net Sale Amount 35,395,910 63,784,802 99,180,712 44,796,350 73,216,717 118,013,067 76,014,887 103,721,062 179,735,949 Less: Sales Expense 2.00%(1,853,749)(2,222,799)(4,076,548)(1,967,213)(2,358,853)(4,326,065)(2,304,903)(2,763,772)(5,068,675) 33,542,161 61,562,003 95,104,164 42,829,137 70,857,864 113,687,002 73,709,984 100,957,290 174,667,274 Sample Phase 1 Phase 2 Total Phase 1 Phase 2 Total Phase 1 Phase 2 Total Year Net Sales Proceeds Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Initial Go-Ahead (25,666,775)0 (25,666,775)(25,666,775)0 (25,666,775)(25,666,775)0 (25,666,775) 2024 0 0 0 0 0 0 0 0 02025246,393 (28,872,026)(28,625,633)246,393 (28,872,026)(28,625,633)246,393 (28,872,026)(28,625,633) 2026 1,126,409 0 1,126,409 1,126,409 0 1,126,409 1,126,409 0 1,126,409 2027 95,104,164 34,777,614 65,074,348 99,851,961 1,235,453 3,512,345 4,747,798 1,235,453 3,512,345 4,747,79820281,486,962 3,662,384 5,149,346 1,486,962 3,662,384 5,149,346 2029 1,600,411 3,815,424 5,415,835 1,600,411 3,815,424 5,415,835 2030 113,687,002 44,545,267 74,829,388 119,374,655 1,716,130 3,971,524 5,687,65420311,834,162 4,130,747 5,964,909 2032 1,954,556 4,293,154 6,247,709 2033 2,077,357 4,458,809 6,536,166 2034 2,202,614 4,627,777 6,830,391 2035 2,330,377 4,800,125 7,130,501 2036 2,460,695 4,975,919 7,436,614 2037 2,593,619 5,155,230 7,748,848 2038 174,667,274 76,439,185 106,295,416 182,734,601 2039 Total 10,483,641 36,202,322 46,685,963 24,574,120 56,947,515 81,521,634 73,637,547 124,826,826 198,464,373 INTERNAL RATE OF RETURN:22.68%17.39%14.08% Section 3.5(d) Excess Return IRR:22.00%19.00%16.00% PROJECT RETURN EXCEEDED?Yes No No A) EXCESS RETURN:1,759,300 0 0 B) Remaining TIF Notes Balance:$7,550,000 $7,215,843 $5,180,793 C) Adjusted TIF Notes Balance (B less A):$5,790,700 $7,215,843 $5,180,793 D) Remaining Excess Return (A less B):$0 $0 $0 E) Cumulative TIF Notes P&I Payments:$790,074 $2,720,932 $8,056,932 TIF Adjustment (Lesser D or E):$0 $0 $0 Notes: Sample Office Cap Rate:6.00%Sample Hotel Cap Rate:6.75%Stabilized TIF Note:$7,550,000 Sales Expense:2.00%Sales Expense:2.00%TIF Note Rate:6.50% Development Cost:$85,555,915 Development Cost:$76,992,070 Initial Annual TIF P&I:$667,000 Equity Investment $25,666,775 Equity Investment $28,872,026 Initial First Mortgage $59,889,140 Initial First Mortgage $48,120,044 Additional Debt:$0 Additional Debt:$0 IRR ANALYSIS END OF YEAR:Year 4 Year 7 Year 15 Phase I Assumptions: Sample Internal Rate of Return (IRR) calculation of the Initial TIF Proforma project cashflows and potential sales of the Minimum Improvements through year 15. Hypothetical sales proceeds assume onetime sale of the Minimum Improvements using valuation based on Initial TIF Proforma Net Operating Income and cap rate estimates for local office and hotel properties. Annual cash flows include Net Operating Income less annual debt service and reserve allowance. Hypothetical sales are provided solely for purposes of providing an example of the Lookback and its Excess Return and TIF Adjustment provisions. Phase 2 Assumptions: Year 4 Year 7 Year 15 2027 2030 2038 SALE ANALYSIS END OF YEAR: NET SALES PROCEEDS: 2027 2030 2038 EXHIBIT I - Sample Lookback Calculation 7200-7250 France Avenue Redevelopment City of Edina Sales and Cashflow Analysis for Sample IRR Calculation and TIF Adjustment J-1 4853-3659-5800\1 Exhibit J Form of Plaza Easement Agreement PLAZA EASEMENT AGREEMENT (7200-7250 France Avenue) THIS PLAZA EASEMENT AGREEMENT (this “Agreement”) is made and entered into this ___ day of ____________, 202___ (“Effective Date”), by and between the City of Edina, Minnesota, a Minnesota statutory city (the “City”), 7250 France Group, LLC, a Minnesota limited liability company (“Developer”), and France Property Partners, LLC, a Minnesota limited liability company (“7200 Parcel Owner”, and together with Developer, each a “Grantor”, and, collectively, “Grantors”).1 RECITALS: A.Developer is the owner of certain real property located at or about 7250 France Avenue, Edina, Minnesota, as legally described on the attached Exhibit A-1 (the “7250 Parcel”) and 7200 Parcel Owner is the owner of certain real property located at or about 7200 France Avenue, Edina, Minnesota, as legally described on the attached Exhibit A-2 (the “7200 Parcel”, and together with the 7250 Parcel, collectively, the “Property”). B.The Housing and Redevelopment Authority of Edina, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Authority”), the City, and Developer, are parties to that certain Redevelopment Agreement (7200-7250 France Avenue) dated April 18, 2023 (as may be amended, supplemented, restated, and/or otherwise modified from time to time, the “Redevelopment Agreement”), and, as provided in the Redevelopment Agreement, 7200 Parcel Owner has consented to the Redevelopment Agreement and Developer’s rights and obligations thereunder as they pertain to the 7200 Parcel. C.The Property is located within the 72nd and France Tax Increment Financing District, established pursuant to Authority Resolution No. 2023-04 and City Resolution No. 2023-25 (the “TIF District”) and the Redevelopment Agreement provides for granting Developer certain tax increment financing from the TIF District to assist in the redevelopment of the 7250 Parcel with an office/retail building containing five (5) stories and approximately 138,000 rentable square feet of leasable space, two levels of underground parking, and related site improvements (as defined in and more particularly described in the Redevelopment Agreement, the “Phase 1 Minimum Improvements”). D.As further contemplated in the Redevelopment Agreement, it is anticipated that 7200 Parcel Owner will redevelopment the 7200 Parcel with a luxury/high end hotel with approximately 150 rooms with retail space and other amenities or a multi-family residential building containing approximately 150 residential units and ground floor retail (as defined in and more particularly described in the Redevelopment Agreement, the “Phase 2 Minimum Improvements”, and, together with the Phase 1 Minimum Improvements, collectively, the “Project”); E.The Phase 1 Minimum Improvements also include an approximately 31,000 square foot ground-level, outdoor public space (as more particularly described herein, the “Public Plaza”) to be located on portions of both the 7200 Parcel and the 7250 Parcel Property, such portions being legally described on 1 To be the current owner(s) of the 7200 Parcel and 7250 Parcel. J-2 4853-3659-5800\1 the attached Exhibit B-1 and depicted on the attached Exhibit B-2 (collectively, the “Plaza Property”), which Public Plaza will benefit both the Phase 1 Minimum Improvements and the Phase 2 Minimum Improvements. F. As provided in the Redevelopment Agreement, Grantors must grant an easement to the City pursuant to which the Public Plaza will be permanently open to the general public for its use and enjoyment pursuant to the terms and conditions of this Agreement, and Grantors have agreed to grant such easement pursuant and subject to the terms and conditions of the Redevelopment Agreement and this Agreement. G. Developer has agreed to operate, manage, and maintain the Public Plaza (as defined below) pursuant and subject to the terms and conditions of the Redevelopment Agreement and this Agreement. H. The City and Grantors deem it to be in their interests and in furtherance of the economic development and redevelopment plan for the Property reflected in the Redevelopment Agreement to enter into this 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 others as follows: ARTICLE I. RECITALS; EXHIBITS, DEFINITIONS 1.1. Recitals. The foregoing Recitals are true and correct statements of fact and are incorporated into this Amendment by this reference, including the definitions set forth therein. 1.2. Exhibits. All Exhibits referred to in and attached to this Agreement upon execution are incorporated in and form a part of this Agreement as if fully set forth herein. 1.3. Definitions. Unless otherwise defined herein or unless context requires otherwise, undefined terms used herein shall have the meanings set forth in the Redevelopment Agreement. All defined terms may be used in the singular or the plural, as the context requires. ARTICLE II. GRANT OF EASEMENTS 2.1. Grant of Plaza Easement. Grantors hereby grant and convey to the City, for the benefit of the City and the general public: (a) a non-exclusive, perpetual public easement over, across, upon and through the Plaza Property and the Public Plaza, which Public Plaza includes the following: (i) all surface improvements now or hereafter located on the Plaza Property, including, without limitation, all paving, sidewalks, and pathways, and (ii) all amenities, components, and fixtures now or hereafter located on the Plaza Property and the foregoing improvements, including, without limitation, all benches, tables, chairs, and trash receptacles, all as required by, or reasonably inferable from, the Phase 1 City Approvals and/or the Redevelopment Agreement (collectively, the “Public Plaza”) for the purpose of the general public utilizing the Public Plaza and its components as a public plaza, all in accordance with and subject to the terms and conditions of this Agreement; and J-3 4853-3659-5800\1 (b) a non-exclusive, perpetual public easement over, across, upon and through all means of pedestrian and vehicular access to and from public rights of way, streets, alleys, public spaces, and easements appurtenant and/or used in connection with the Public Plaza located on the Property and adjoining or contiguous to the Public Plaza, all as depicted on the attached Exhibit C (collectively, the “Access Premises”, and together with the Public Plaza, collectively the “Easement Premises”), all in accordance with and subject to the terms and conditions of this Agreement. ARTICLE III. TERM 3.1. Term. The easements granted hereby, and each reservation, covenant, condition and restriction contained in this Agreement, shall be effective as of the date hereof, shall be perpetual, and shall remain in effect until affirmatively released by the City. Such release shall be evidenced by the recording of a release or termination of this Agreement in the real estate records of Hennepin County, Minnesota, at which time this Agreement shall terminate. ARTICLE IV. USE OF EASEMENT PREMISES 4.1. Operation and Control of Easement Premises. During the term of this Agreement, Developer shall operate the Easement Premises in accordance with this Agreement and all applicable governmental laws, ordinances, regulations and orders, at no cost or expense to the City, the Authority, or the general public (provided, however, the foregoing does not prohibit Developer and 7200 Parcel Owner from allocating such costs and expenses between themselves under a separate agreement). Subject to the terms of this Agreement, Grantors have full authority and control over the management, operation, and use of the Easement Premises. Each Grantor is entitled to keep and retain as its own property all income and revenue produced from the use and operation of the Easement Premises during the term of this Agreement and shall have no obligation to report to or account to the City for any such income or revenue or with respect to expenses incurred by either Grantor in its use and operation of the Easement Premises; provided, however, all use of the Public Plaza by the general public shall be free of charge and neither Grantor shall charge any fee for the use of the Public Plaza pursuant to this Agreement. 4.2. Programming. From and after initial occupancy of the Phase 1 Minimum Improvements and during the term of this Agreement, Developer shall engage a reputable, professional firm with expertise and experience in activating and programming public spaces and cause such firm to develop, promote, and implement a placemaking vision, process, and programs designed and intended to activate and enliven pedestrian use of the Public Plaza in a first-class manner, similar to that of other public spaces located within other first-class, multi-use projects in the Minneapolis-Saint Paul metropolitan area. 4.3. Special Events. The easement rights granted hereunder include the right for the City and/or members of the general public (including organizations not affiliated with the City) to reserve and use the Public Plaza for periodic community special events (e.g., fundraising walks/runs, art fairs, holiday events, community celebrations, etc.), provided that Developer may establish an application and permit process for such special events and require that the sponsor of such special event enter into a standard form license or similar agreement with Grantors for the use of the Public Plaza containing certain conditions, requirements, and restrictions which must be met by the special event’s sponsor (e.g., insurance requirements, clean-up responsibilities, etc.). The terms and conditions of any such permit/application process and all such license/use agreements shall be commercially reasonable and applied to all users and special event sponsors on a non-discriminatory basis. J-4 4853-3659-5800\1 4.4. Areas of Potential Commercial Use. The City acknowledges and agrees that Developer and/or 7200 Parcel Owner may desire to remove certain portions of the ground level, pedestrian surfaces of the Public Plaza (collectively, the “Areas of Potential Commercial Use”) from the Easement Premises and reserve the same for the commercial use of owners and/or tenants of the Project for outdoor dining and/or other outdoor seating areas in connection with the commercial uses of the Project. The City Manager or its designee may approve any request by Developer and/or 7200 Parcel Owner to establish any such Areas of Potential Commercial Use (and modifications of previously designated Areas of Potential Commercial Use) so long as (a) the aggregate gross square footage of all Areas of Potential Commercial Use does not exceed 1,000 square feet and (b) the Areas of Potential Commercial Use do not materially or adversely diminish the public use or benefit intended to be derived from the Public Plaza. As applicable, the parties will enter into an amendment to this Agreement to reflect any such approved Areas of Potential Commercial Use and any modification thereto. 4.5. Security. Developer shall install and maintain as part of the Public Plaza security cameras and other reasonable public safety precautions in strategic locations on the or around the Plaza Property in a manner designed and intended to promote and maintain the safety of the lawful users of the Public Plaza. 4.6. Waste, Nuisance, Damage, Disfigurement or Injury to Easement Premises. Neither the City nor either Grantor shall knowingly or willfully commit or suffer to be committed any waste or damage in or upon the Easement Premises, or any disfigurement or injury to any improvements hereafter erected or located upon the Easement Premises, or any part thereof, or the fixtures and/or equipment thereof. Each Grantor, in its use and occupancy of the Easement Premises, shall not knowingly and willfully commit or suffer to be committed any act or thing which constitutes a nuisance. Usual and normal wear and tear, damage by the elements, unavoidable casualty or depreciation and diminution over time shall not be considered “waste,” “nuisance,” “damage, “disfigurement,” or “injury.” Project 4.7. Reservation of Certain Rights. The City’s easement rights under this Agreement shall be subject to the following reservations, as well as the other applicable provisions contained in this Agreement: (a) Each Grantor reserves and retains the right from time to time to exclude and restrain any person or entity who is using the Public Plaza to engage in disruptive activities, including, without limitation, (i) exhibiting any placard, sign or notice, (ii) distributing any circular, handbill, placard or booklet, (iii) soliciting memberships, signatures or contributions for private, civic, public, charitable or political purposes, (iv) parading, picketing or demonstrating, or (v) failing to follow the reasonable rules and regulation promulgated by Developer in accordance with Section 4.7(e) below relating to the use and operation of the Public Plaza. (b) Each Grantor reserves the right to close-off any portion of the Easement Premises for such reasonable period of time as may be legally necessary, in the opinion of such Grantor’s counsel, to prevent the acquisition of prescriptive rights by anyone; provided, however, that prior to closing-off any portion of the Easement Premises, such Grantor shall give as much written notice as reasonably practicable of its intention to do so. (c) Each Grantor reserves the right at any time and from time to time to exclude and restrain any private party from access to the Public Plaza for cause and on a non-discriminatory basis. (d) Each Grantor reserves the right to temporarily erect or place barriers in and around areas on the Easement Premises which are being constructed and/or repaired in order to ensure either safety of persons or protection of property. J-5 4853-3659-5800\1 (e) Developer reserves the right to adopt and enforce reasonable rules and regulations for the safe, efficient, and orderly use and operation of the Easement Premises, so long as such rules and regulations are applied on a non-discriminatory basis, do not adversely impact the City’s or the public’s rights to use of the Easement Premises as set forth in this Agreement, and are approved by the City Manager or its designee. By way of example and not limitation, Developer may establish the following hours of operation: from April 15 to October 31, 7:00 a.m. – 10:00 p.m. and from November 1 to April 14, 7:00 a.m. – 8:00 p.m. 4.8. Temporary Closure for Construction of 7200 Parcel Improvements. The City may consent to Developer temporarily closing a portion of the Easement Premises to the extent reasonably necessary for 7200 Parcel Owner and its contractor(s) to construct the Phase 2 Minimum Improvements or other improvements to the 7200 Parcel approved by the City in accordance with applicable City ordinances, which consent may be granted by the City Manager. At least 30 days before Developer desire to implement any such temporary closure, Developer shall provide the City with a written statement describing the need for such temporary closure and shall identify the area the Easement Premises requested to be temporarily closed. During any such temporary closure approved by the City, Developer shall (or shall cause 7200 Parcel Owner and its contractor(s) to) (a) install temporary fences and/or barricades as reasonably necessary for pedestrian protection in those portions of the Easement Premises that remain open during such work, (b) diligently complete such work as quickly as reasonably practical, and (c) promptly after completion of such work, restore and/or repair the affected area to the condition required under the Redevelopment Agreement and otherwise in an equal to or better than the condition which existed prior to the commencement of such work, and re-open the affected area for access and use by the City and general public in accordance with this Agreement. 4.9. Public Crossing. The parties hereto acknowledge and agree that the Public Plaza and this Agreement is subject to future modification to accommodate the construction of a Public Crossing pursuant to Section 4.13 of the Redevelopment Agreement and any corresponding Public Crossing Agreement. ARTICLE V. MAINTENANCE OF THE EASEMENT PREMISES 5.1. Maintenance. At all times during the term hereof, Developer, at no cost or expense to the City, the Authority, or the general public (provided, however, the foregoing does not prohibit Developer and 7200 Parcel Owner from allocating such costs and expenses between themselves under a separate agreement), shall keep and maintain the Easement Premises and the other Phase 1 Minimum Improvements in good condition and repair in a first-class manner, similar to that of other public plazas located within other first-class, multi-use projects in the Minneapolis-Saint Paul metropolitan area, which such maintenance shall include, without limitation, the following: (a) all repairs, replacements, renewals, alterations, additions and betterments thereto, structural and non-structural, ordinary and extraordinary, and foreseen and unforeseen, all as may be necessary to keep the Easement Premises and the other Phase 1 Minimum Improvements in the condition and repair required by this Agreement, and which are consistent with the requirements of the Phase 1 City Approvals and the Redevelopment Agreement, and which do not adversely impact the City’s or the public’s rights to use of the Easement Premises as set forth in this Agreement, and, for avoidance of doubt, such maintenance obligations shall include maintenance of the Public Art located on the Public Plaza in accordance with the Redevelopment Agreement; J-6 4853-3659-5800\1 (b) the inspection, repair, replacement, and maintenance of all pedestrian surfaces to a smooth and evenly-covered condition, which obligation includes, without limitation, the cleaning, sweeping, repairing and resurfacing of such pedestrian surfaces; (c) maintaining in good working order, repairing, and replacing as necessary all domestic water, sewer, storm water, gas, electricity, power, heat, telephone, other communications service and any and all other utility or similar services used, rendered, or supplied, upon, at, from, or in connection with the Easement Premises. (d) periodic removal of all papers, debris, filth, refuse, ice and snow, provided all sweeping shall be at appropriate intervals during such times as shall not unreasonably interfere with the use of the Easement Premises; (e) maintaining and replacing all landscaping and other vegetation; (f) placing, keeping in repair, replacing and repainting any appropriate directional signs or markers within or associated with the Easement Premises; (g) operating, keeping in repair, cleaning and replacing when necessary such lighting facilities as may be reasonably required, including, without limitation, all lighting necessary or appropriate for security of the Easement Premises; and 5.2. No Obligation of the City to Repair or Maintain. The City shall have no obligation of any kind, expressed or implied, to repair, rebuild, restore, reconstruct, modify, alter, replace, or maintain the Easement Premises or any part thereof, except to the extent that Developer demonstrates that any damage to the Easement Premises was directly caused by the gross negligence or willful misconduct of the City, its employees, or agents. ARTICLE VI. UTILITIES 6.1. Utility Charges. During the term of this Agreement, Developer shall pay, or cause to be paid, when the same become due, all charges for water, sewer usage, storm water, gas, electricity, power, heat, telephone, or other communications service and any and all other utility or similar services used, rendered, supplied, or consumed in, upon, at, from, or in connection with the Easement Premises, or any part thereof. TAXES AND ASSESSMENTS 7.1. Payment of Taxes and Assessments. Each Grantor shall pay, or cause to be paid, before becoming delinquent, all real estate taxes, charges, assessments, and levies, assessed and levied by any governmental taxing authority during the term of this Agreement against its respective interest in the Property. Subject to the terms of the Redevelopment Agreement, each Grantor shall have the right and option, at any time but solely at such Grantor’s expense, to pay any real estate taxes or assessments in J-7 4853-3659-5800\1 installments or under protest or in a similar manner, or to contest the levy or amount of the same in appropriate legal or administrative proceedings. ARTICLE VIII. INDEMNIFICATION, INSURANCE 8.1. Indemnification of the City. Except to the extent caused by the willful misconduct or gross negligence of the City, its employees or agents, or the general public, or arising out of the default by the City and its officers, employees or agents of obligations made pursuant to a contract with either Grantor, including this Agreement, Developer hereby covenants and agrees to assume and to permanently indemnify and save harmless the City and its employees and agents from and against any and all claims, demands, actions, damages, costs, expenses, reasonable attorneys’ fees, and liability in connection with the loss of life, personal injury and/or damage to property, to the extent arising from or out of the design or initial construction, maintenance and operation of the Easement Premises, or in connection with the use or occupancy of the Easement Premises, or any part thereof, by either Grantor, or to the extent arising out of the breach of either Grantor’s obligations hereunder. 8.2. Property Insurance. At all times during the term hereof, Developer, at no cost or expense to the City, the Authority, or the general public (provided, however, the foregoing does not prohibit Developer and 7200 Parcel Owner from allocating such costs and expenses between themselves under a separate agreement), shall keep the Easement Premises and the other Phase 1 Minimum Improvements, and all alterations, extensions, and improvements thereto and replacements thereof, insured, in the amount of the full replacement cost thereof and with such deductibles as Developer deems appropriate, against loss or damage by fire and against those casualties covered by extended coverage insurance and against vandalism and malicious mischief and against such other risks, of a similar or dissimilar nature, as are customarily covered with respect to improvements similar in construction, general location, use, and occupancy to such improvements. 8.3. Personal Property. All property of every kind and character which either Grantor may keep or store in, at, upon, or about the Easement Premises shall be kept and stored at the sole risk, cost, and expense of such Grantor. 8.4. Liability Insurance. During the term of this Agreement, each Grantor shall procure and maintain continuously in effect (or shall cause the same to occur), the following policies of insurance of the kind and minimum amounts as are customarily maintained with respect to facilities and improvements similar to those located on the Easement Premises, at commercially reasonable coverage levels, to be reviewed from time to time by each Grantor: insurance against liability for injuries to or death of any person or damage to or loss of property arising out of or in any way relating to the use, occupancy, or condition of the Easement Premises, or any part thereof, including insuring the indemnification obligations set forth in Section 8.1 above. Such insurance shall provide that the City is an additional insured. 8.5. General Insurance Requirement. All insurance required in this Agreement shall be placed with financially sound and reputable insurers licensed to transact business in the State of Minnesota. Each Grantor shall promptly following the City’s request therefor, furnish the City with copies of policies evidencing all such insurance or a certificate or certificates of the respective insurers stating that such insurance is in force and effect. Each policy of insurance herein required shall contain a provision that the insurer shall not cancel it without giving written notice to the City at least 10 days before the cancellation becomes effective. The insurance coverage herein required may be provided by a blanket insurance policy or policies. J-8 4853-3659-5800\1 8.6. No Obligation of the City for Insurance. At no time and under no circumstances shall the City be required to take out, maintain in force and effect, or pay for any type of insurance coverage with reference to the protection of and/or ownership of and/or occupancy of and/or a suit relating to the Easement Premises and/or any improvements hereafter located thereon. ARTICLE IX. ASSIGNMENT 9.1. Assignment by the City. During the term of this Agreement, the City may not assign or transfer its interest under this Agreement without the prior written consent of each Grantor. 9.2. Assignment by Grantors. Each Grantor may assign or otherwise transfer its respective interest under this Agreement in connection with any sale or transfer of each such Grantor’s respective interest in the Property subject to the terms and conditions of the Redevelopment Agreement. The City shall recognize and approve any such successors or assigns of Grantors. ARTICLE X. CASUALTY 10.1. Destruction. In the event that all or any part of the Easement Premises and/or other portions of the Phase 1 Minimum Improvements are destroyed by fire or other casualty, Developer shall promptly rebuild, reconstruct and/or restore the same to the extent insurance proceeds are available or, in the event insurance proceeds are not sufficient to reconstruct and/or restore the same, to the extent insurance proceeds combined with any contributions by Developer toward reconstruction are available. ARTICLE XI. EMINENT DOMAIN 11.1. Major Condemnation. If all of the Easement Premises is taken, acquired, or condemned by eminent domain for any public or quasi-public use or purpose, this Agreement shall terminate as of the date of vesting of title in the condemning authority. Each party shall make its own claim in the condemnation proceeding based upon the value of its respective interest in the Easement Premises. ARTICLE XII. DEFAULT AND REMEDIES 12.1. Default By Grantor. If either Grantor fails to perform any of its respective obligations under this Agreement, and fails to cure such default after 30 days’ written notice of such failure or, if such failure cannot reasonably be cured within such 30 days, fails to commence curative action and thereafter diligently complete the same, then, in such case, the City may pursue all available remedies at law and in equity, and the City may, but shall not be obligated to, cure such failure on behalf of such defaulting Grantor and such defaulting Grantor shall pay to the City all sums due and owing on account thereof. The City shall submit a statement to Grantors evidencing the costs incurred to cure such failure. If the defaulting Grantor has failed to make payment in accordance with the statement within 60 days after receipt thereof, the City shall J-9 4853-3659-5800\1 have the right to assess the costs incurred by the City to all or any portion of the Property as a service charge pursuant to Minnesota Statutes, Section 429.101, or any successor statute. ARTICLE XIII. MISCELLANEOUS 13.1. Notices. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to any other shall be sufficiently given or delivered if it is (a) dispatched by registered or certified mail, postage prepaid, return receipt requested, (b) sent by recognized overnight courier (such as Federal Express), or (c) delivered personally, as follows: In the case of Grantors: At the address of record for real property tax assessment notices with respect to the portion of the Property owned by Grantor, or at such other address as either Grantor shall have specified by written notice delivered in accordance with this Section. In the case of the City: City of Edina Attn: City Manager 4801 West 50th Street Edina, MN 55424 with a copy to: Dorsey & Whitney LLP Attn: Jay Lindgren 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402 or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section. 13.2. Survival. The easements granted hereby and each reservation, covenant, condition and restriction contained in this Agreement will run with the land and will be binding upon, and inure to the benefit of, as the case may be, each Grantor and the City and their respective successors and assigns. 13.3. Dedication. Nothing contained in this Agreement will be deemed to be a gift or dedication of any portion of the Easement Premises to the general public. 13.4. Waiver. The waiver by any party hereto of any breach or default of any provisions anywhere contained in this Agreement shall not be deemed to be a waiver of any subsequent breach or default thereof. No provision of this Agreement shall be deemed to have been waived by any party hereto unless such waiver is in writing and signed by the party charged with any such waiver. 13.5. Joinder; Permitted Encumbrance. Except for the mortgagee consent attached hereto, each Grantor represents and warrants that this Agreement does not require the joinder or approval of any other person and each of the parties respectfully has the full, unrestricted and exclusive legal right and power to enter into this Agreement for the term and upon the provisions herein recited and for the use and purposes hereinabove set forth. Each Grantor shall cause this Agreement to constitute a permitted encumbrance under any loan agreement heretofore or hereafter entered into between either Grantor and any construction lender J-10 4853-3659-5800\1 or permanent lender and for the rights of any such lender to be subordinated to this Agreement and the City’s rights and interests hereunder. 13.6. Amendments. Except as otherwise herein provided, and not otherwise, no subsequent alteration, amendment, change, waiver, discharge, termination, deletion, or addition to this Agreement shall be binding upon either party unless in writing and signed by both parties. 13.7. Attorneys’ Fees. In case any action at law or in equity, including an action for declaratory relief, is brought against one or both Grantors to enforce the provisions of this Agreement, the defaulting Grantor(s) agrees to pay the reasonable attorneys’ fees and other reasonable expenses paid or incurred by the City in connection with the action. 13.8. Governing Law. This Agreement is governed by the laws of the state of Minnesota and, where applicable, the laws of the United States of America. 13.9. Severability. If any provisions hereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired. 13.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument [Remainder of page intentionally left blank; signature pages follow] J-11 [Signature Page to Plaza Easement Agreement (7001 France – Sites B and C)] 4853-3659-5800\1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. CITY: CITY OF EDINA, MINNESOTA By: _________________________________________ ___________________, Mayor By: ___________________, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _____________, 20___, by ____________ and ____________, the Mayor and City Manager respectively, of the City of Edina, Minnesota, on behalf of the City. ____________________________________________ Notary Public J-12 [Signature Page to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 DEVELOPER: __________________________ By: _________________________________________ Name: _______________________________________ Its: _________________________________________ STATE OF _______________ ) ) ss. COUNTY OF _____________ ) The foregoing instrument was acknowledged before me this ___ day of _______________, 202___, by _______________, the ______________________________ of _______________________________, a ________________________, on behalf of the ________________________. Notary Public J-13 [Signature Page to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 7200 PARCEL OWNER: __________________________ By: _________________________________________ Name: _______________________________________ Its: _________________________________________ STATE OF _______________ ) ) ss. COUNTY OF _____________ ) The foregoing instrument was acknowledged before me this ___ day of _______________, 202___, by _______________, the ______________________________ of _______________________________, a ________________________, on behalf of the ________________________. Notary Public THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498 J-14 [Exhibit A-1 to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 Exhibit A-1 Legal Description of the 7250 Parcel Lot 44, Block 1, Oscar Roberts First Addition, Hennepin County, Minnesota Together with benefit of Easement for flowage and drainage of surface waters dated November 12, 1971, filed February 8, 1972, as Document No. 1022380. Together with benefit of Easement for flowage and drainage of surface waters dated November 12, 1971, filed February 8, 1972, as Document No. 1022381. J-15 [Exhibit A-2 to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 Exhibit A-2 Legal Description of the 7200 Parcel The East 1045 feet of the South Half of the Northeast Quarter of Section 31, Township 28, Range 24, according to the Government survey thereof, except that embraced within the plat of Oscar Roberts Frist Addition Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022381. Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022382. Together with the benefit of easements for flowage, drainage and storage of surface waters contained in that certain Easement dated January 28, 1972, filed February 8, 1972, as Document No. 1022383. J-16 [Exhibit B-1 to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 Exhibit B-1 Legal Description of Plaza Property J-17 [Exhibit B-2 to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 Exhibit B-2 Depiction of the Plaza Property INSERT FINAL DOCUMENTS THAT ILLUSTRATE THE PLAZA J-18 [Exhibit C to Plaza Easement Agreement (7200-7250 France Avenue)] 4853-3659-5800\1 Exhibit C Legal Description/Depiction of Access Premises J-19 4853-3659-5800\1 CONSENT AND SUBORDINATION The undersigned, ___________________, a ___________________, holder of that certain [Mortgage] executed by ________________________, a ________________________, dated ________________, 20____, filed ________________, 20____, as Document No. ___________, in the office of the County Recorder in and for Hennepin County, Minnesota, and filed ________________, 20____, as Document No. ___________, in the office of the Registrar of Titles in and for Hennepin County, Minnesota, in favor of ________________ (the “Mortgage”), hereby consents to the foregoing Plaza Easement Agreement (7200-7250 France Avenue) (the “Easement Agreement”), and hereby subjects and subordinates the Mortgage and all of its right, title and interest in and to the Easement Agreement. ___________________________________, a ___________________ By: _________________________________________ Name: _______________________________________ Title: ________________________________________ STATE OF ______________ ) ) ss. COUNTY OF ______________ ) The foregoing instrument was acknowledged before me this ____ day of ____________, 20______, by ____________________, the _________________ of ___________________, a ___________________, on behalf of the ___________________. ____________________________________________ Notary Public K-1 4871-8346-3261\1 Exhibit K Equity and Inclusion Outreach Plan for Phase 1 Minimum Improvements [See attached.] EQUITY INCLUSION OUTREACH Program proud to build more than buildings Version 1.0 page 3page 2Roxanne Zdon’s Resume | 03 Commitment to Diversity, Equity and Inclusion Program | 04Culture of Care | 06Equity in Partner Outreach Efforts | 08Project Specific | 09Diversity Commitment | 10Inclusive Culture | 12Empowering Employees | 14Action-oriented Program | 16Project Specific Program | 21Affirmative Action Programs | 28Table of Contents TOC352-(&7$'9$17$*(5R[DQQHSDUWLFLSDWHVLQWKHFRRUGLQDWLRQRI6%('%(HIIRUWVRQDOOSURMHFWVIRU$3·V0LGZHVWUHJLRQ$3·V6%('%(3URJUDPDGGUHVVHVWKHIROORZLQJ 7DUJHWVSHFLILF6%('%(RUORFDOILUPVZLWKVSHFLILFVFRSHVIRUZRUNDQGGLUHFWO\VROLFLWWKHLUELGV&RQWDFWILUPVWKURXJKPXOWLSOHDYHQXHV SKRQHHPDLOSXEOLFSRVWLQJ RIXSFRPLQJDQGFXUUHQWELGRSSRUWXQLWLHV$OORZDOOVFRSHVRIZRUNWREHELGWRSHUPLWPD[LPXPSDUWLFLSDWLRQ,IDSSOLFDEOHEUHDNXSVFRSHVRIZRUNWRDOORZVPDOOHUILUPVWKHDELOLW\WRELGVPDOOHUSRUWLRQVRIZRUN52;$11(='216HQLRU3UHFRQVWUXFWLRQ 'LYHUVLW\,QFOXVLRQ&RRUGLQDWRU$V$3·V,QFOXVLRQ&RRUGLQDWRU5R[DQQHLVGHGLFDWHGWRLQFUHDVLQJ6%('%(SDUWLFLSDWLRQRQDOORI$3·VSURMHFWV6KHZLOOPDQDJH$3·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page 5page 4At AP, we understand the importance of our projects, the services we provide, and the impact that we make in our communities. We are committed to continually expanding our diversity, equity, and inclusion (DEI) program with every project we work on and every relationship we build. As a company, we are committed to continuously improving and fostering a healthy culture that embraces diversity, gives every team member an equal opportunity to succeed, and ensures all are a part of the AP family.to Diversity, Equity & InclusionCOMMITMENTpage 5“I am excited to see the ongoing commitment and dedication our firm puts forth toward diversity, equity and inclusivity. Our success hinges on the continued recruitment, retention and development of a diverse workforce. We strive to exceed the industry and municipal standards as we know this is essential to our future growth and sustainability. AP is committed to creating a diverse, inclusive workplace that reflects the differences found among our team members, clients and partners, and across our company and communities.”Anthony Govind MA, SHRM-SCP Director, Human Resources page 7page 6page 6AP is a supporter of The Associated General Contractors of America (AGC) and has pledged with the program’s Culture of Care. This means that our company believes that every individual has the right to a work environment that is free from harassment, hazing, and bullying. We take action to ensure every employee at our company has the opportunity to reach their full potential by building a culture that is diverse, safe, welcoming, and inclusive.By taking the pledge, AP is committed to the following principles:CCAARREECOMMIT ATTRACT RETAIN EMPOWERCULTURE OF CAREto hire and pay based on skill and experience regardless of ability, age, ethnicity, gender identity, nationality, race, religion, sex, or sexual orientation.CCOMMITprospective employees by creating inclusive workplaces that are free from harassment, hazing, and bullying.AATTRACThigh-performing employees by identifying and removing barriers to advancement.RRETAINevery employee to promote a culture of diversity and inclusion.EEMPOWERThe Right to WorkFree of HarassmentTo Reach FullPOTENTIAL page 9Subcontractor Outreach EffortsCreating a healthy and successful project requires a great team behind it. Above and beyond meeting municipal or project minority, women, and service-disabled-veteran-owned business enterprises Minority, Women, Small, Disadvantaged, Veteran - Business Entities (MWSDVBE) requirements, at AP, we understand that a diverse team brings different ways of thinking to overcome challenges, and often times a local subcontractor brings a higher level of quality and detail when working in their hometown. The project benefits are endless in ensuring all subcontractors, vendors, and partners have an equal opportunity to be a team partner on our projects. PARTNER OUTREACH EFFORTSEQUITY INa HealthyCREATINGsuccessfulworking environment&We enhance outreach through the following methods:• Provide public notices and hold subcontractor events to provide an equal opportunity to all subcontractors to become pre-qualified to bid work at AP• Provide adequate notice and opportunity to bid work• Allow all scopes of work to be bid to permit maximum participation • Dividing scopes of work to allow smaller firms the ability to bid smaller portions of work • Contact firms through multiple avenues (ex. phone, email, public posting) of upcoming and current bid opportunities• Target specific MWSDVBE or local firms with specific scopes for work and directly solicit their bids• Provide technical assistance with the contract documents, plans, and specifications as well as any documents distributed for free through on-line subcontractor solicitation – iSqFt and AP’s internal Bid Docs site• Assist subcontractors and vendors with our prequalification process• Promote suitable contractual arrangements that offer special opportunities for firms to participate• Require that firms solicit bids from suppliers, vendors, and second tier subs using honest and equitable processes• Attend minority trade association meetings • Attend association and local project specific meetings • Utilize project local websites/newspapers• Publish notices of Invitation to Bid in multiple publications and organizations such as: »Construct Connect »Local Builders Exchanges »Dodge Reportspage 8page 9al Bidofferpliers, vendors,and equitableciation meetingsand local project specific meetingslocal websites/newspapersnotices of Invitation to Bid in multipleications and organizations such as:»Construct Connect»Local Builders Exchanges»Dodge ReportsDiverse Business OutreachAs a large business, it is our responsibility to provide opportunities for small businesses to bid work on all contracts that we pursue. We are proud of our track-record of exceeding client requirements for inclusion of small, diverse, and underutilized/disadvantaged subcontractors and suppliers. In addition to meeting participation goals on projects, we have formed numerous mentor-protégé relationships with firms to help guide other MWSDVBE contractors. Our MWSDVBE plan includes participation in industry associations, one-on-one meetings, tailored advertisements, and an extensive database of qualified firms. While AP has many tools and techniques designed for successful MWSDVBE participation, each project’s unique circumstances compels us to create a program tailored to each project’s specific needs. Outreach Plan Project SpecificsOur extensive experience on public projects has provided us the opportunity to build a subcontractor database of MWSDVBE businesses. This has allowed us to create an excellent track record of MWSDVBE participation and cultivate new capacity within the subcontractor community.• iSqFt.com• Construct Connect • MN Builders Exchanges• MN Dept. of Human Services – Targeted Group Small Business Procurement Program (TGB) • The Blue Book Verify MWSDVBE status and reach more subcontractors• Location specific publications• The Edina Sun Current• City of Edina Website (if permitted)Advertise in the following local media for small business• Hold workshops, seminars and training programs• Monitor activities to evaluate compliance with this subcontracting plan• Arrange interviews with the small business community• Hold open house events to network and answer subcontractor questionsTrain and encourage subcontractor participationVERIFYADVERTISETRAIN page 10pppaaaagagggpagpapaagpagppaggpp1e1e 1e 1e 1e1e 1111e 111111e 1000000000000000000000000000000000000000000000000000Commitment to our TeamDIVERSITYCOMMITMENTWe believe that diverse perspectives and approaches create a financially healthy organization that is more competitive, more innovative, and ultimately more successful.WE BELIEVEWE RECOGNIZEWE STRIVEWe recognize the contributions of team members with unique experiences and capabilities establishes a work environment that maximizes our collective potential.We strive for an inclusive culture that is collaborative, welcoming and engaging and where every team member’s voice is heard and valued.INNOVATION THRIVES ON DIVERSITYWe are committed to creating a diverse, inclusive workplace that reflects the differences found among our team members, clients and partners, and across our company and communities. Each team member plays a role in building a diverse and inclusive culture. One of our core values is respect, which we demonstrate in all of our interactions with fellow team members, clients, partners, shareholders and the community at large. AP offers a variety of educational resources on diversity, inclusion and creating a respectful workplace.A diverse workforce provides unique perspectives where innovation thrives. To succeed and grow our business, especially in the complex world of construction, our firm is committed to innovating and becoming more efficient in order to increase safety, expedite our schedules and increase our quality of work. page 10Community CommitmentAs a leader in our industry, we strive to reflect the communities and clients we serve. Most of our employees and trade partners live in the communities we serve. That is one reason why our mission of building communities goes beyond a slogan. We build in the communities where we live – OUR communities – that benefit our children, our families, our friends, and our neighbors.Investing in Future GenerationsProviding student internships not only benefits a student’s potential career and our firm, but is an integral part to the growth and development in the industry. Reaching out to a variety of institutions fosters diverse hiring. Each year, AP visits universities and presents at local high schools to solicit interest in job opportunities in our industry and at AP. page 12page 13At the heart of AP’s unique culture is strong sense that we are one family. Internally, we use the motto of OneAP which connects our team members across job sites and regions. It means that we face challenges together, operate with the same values and processes, and have the same vision of building trust, communities, and people in all we do. Inclusion is naturally integrated into this philosophy of being a family. Our goal is to ensure team members when hired have a support system to start their career with the resources they need to be completely integrated into the work and culture of AP. Each employee can build a sense of belonging within the team and understand the importance of their work towards achieving both AP’s and our client’s goals. Actionable items AP does to foster a positive, inclusive culture:• Provides an on-boarding manager when hired to help train and support .• Requires Respectful Workplace training for all employees annually.• Provides numerous team building events throughout the year where all team members are encouraged to participate .• Provides monthly volunteering activities for various non-profits, where every employee is encouraged to participate, give back to our communities and connect with other team members. • Holds employees accountable and has zero-tolerance policies for discrimination and unfair treatment .• Provides family events where everyone is included to get to know other AP family members .IN AN INCLUSIVE CULTURE CONNECTEDWEARE page 14page 15page 14Empowering all employees to succeedAt AP, each employee is given an equal opportunity to grow and succeed. Our policies and procedures – from hiring to promoting – are followed by being just, impartial, and fair to all potential employees and current team members. EEO PolicyAP’s policy and commitment of providing equal employment opportunities to all employees and applicants for employment in accordance with all applicable laws, directives and regulations of federal, state, and local governing bodies or agencies. AP will not discriminate against or harass any employee or applicant for employment because of race, color, creed, religion, national origin, sex, sexual orientation, gender ID, disability, age, marital status, familial status, membership or activity in a local human rights commission, or status with regard to public assistance. AP will take affirmative steps to ensure that all of our company’s employment practices are free of discrimination. Such employment practices include, but are not limited to, the following: hiring, promotion, demotion, transfer, recruitment or recruitment advertising, selection, layoff, disciplinary action, termination, rates of pay or other forms of compensation, and selection for training and development, including apprenticeships. We will provide reasonable accommodation to applicants and employees with disabilities whenever possible. AP is committed to the pursuit and achievement of the goals of Equal Employment Opportunity and the Affirmative INCLUSION:EMPOWERING ALLEMPLOYEESAction Program. AP will evaluate the performance of its management and supervisory personnel on the basis of their involvement in achieving these Affirmative Action objectives as well as other established criteria. In addition, all employees are expected to perform their job responsibilities in a manner that supports equal employment opportunities.Molly Weiss, Chief Human Resources Officer, has been appointed to lead the company’s Equal Employment Opportunity (“EEO”) program. This person’s responsibilities include monitoring all EEO activities and reporting the effectiveness of the company’s Affirmative Action Plan as required by law. Molly will receive and review reports on the progress of the program. Any employee or applicant may inspect AP’s Affirmative Action Plan and information related to our EEO program during normal business hours. Please contact Molly Weiss at 952-417-8355 or via email mweiss@a-p.com for further information. Any employee or applicant for employment who believes they have been treated in a way that is inconsistent with this policy should contact either Molly Weiss, Chief Human Resources Officer at 5500 Wayzata Blvd, Suite 600 Minneapolis, MN 55416, mweiss@a-p.com or any other management representative. Anonymous reports can be made to www.a-p.ethicspoint.com or by calling 866-858-9095. The company will take immediate action to investigate and address allegations of discrimination or harassment confidentially and promptly. Chief Human Resources OfficerMolly WeissReports Effectiveness of the program requirementsEnsures reports, progress and status are moving towards end goal Monitorsall EEO activities page 17SELECTED TRAINEDCAREFULLY&TEAMMATESDEI Action-Oriented ProgramsSelection ProcessAP will evaluate our selection process using an adverse impact analysis to determine if our requirements screen out a disproportionate number of people of color, women, or individuals with disabilities. All personnel involved in the recruitment, screening, selection, promotion, disciplinary, and related processes will be carefully selected and trained to ensure that there is a commitment to the affirmative action program and its implementation. Schedule for Review of Job Requirements: AP will annually review all physical and mental job requirements to ensure that these requirements do not tend to screen out qualified individuals with disabilities. We will determine whether these requirements are job-related and are consistent with business necessity and the safe performance of the job, and we will remove any physical or mental requirements that do not meet these criteria. Any job descriptions or requirements changed after review will be distributed to all relevant employees, particularly those involved in the selection process and supervision of employees.Accommodations to Physical and Mental LimitationsAP will make reasonable accommodations to the physical and mental limitations of any team member or applicant unless such an accommodation would impose an undue hardship on the conduct of the business.Recruitment and Networking of Candidates12All solicitation or advertisements for team members will state that applicants will receive consideration for employment regardless of their race, color, creed, religion, national origin, sex, sexual orientation, gender ID, disability, age, marital status, or status with regard to public assistance. AP believes that diversity represents the communities we work in and the clients we serve. To ensure AP continus to reach these diverse populations, help wanted advertising will be placed in news media oriented towards women or people of color. Copies of advertisements will be kept on file for review by enforcement agencies.When AP places job postings, we will not indicate a preference, limitation, or specification based on sex, age, national origin, or other protected characteristics, unless that characteristic is a bona fide occupational qualification for specific job function. AP will not allow any employment agency with which we work to express any such limitations on our behalf, and will require that these agencies share our commitment to Equal Employment Opportunity. 3All positions for which AP post or advertise externally will be listed with State of Minnesota Workforce Centers, America’s Job Bank, or similar governmental agencies. 44AP will request the Minnesota Department of Employment and Economic Development to refer qualified individual with disabilities for employment consideration under our affirmative action programs. 5As necessary to ensure that potential candidates are aware of job openings, AP will contact community organizations focused on the employment of women, people of color, and individuals with disabilities (including state vocational rehabilitation agencies or facilities, sheltered workshops, college 6AP will keep documentation of all contacts made and responses received, in connection with paragraphs 4 and 5 above, whether formal or informal. AP will make every effort to give these agencies a reasonable amount of time to locate and refer applicants 7AP will carry out active recruiting programs at relevant technical schools and colleges, where applicable. 89AP will encourage existing people of color, female and disabled employees to recruit additional candidates for employment opportunities.Consideration of people of color and women not currently in the workforce: AP will take additional steps to encourage the employment of women, people of color and individuals with disabilities who are not currently in the workforce, such as providing part-time employment, internships, or summer employment programs. page 18Promotion ProcessThe AP promotion process has been developed and documented and only legitimate qualifications are considered in our promotion decisions. Termination ProcessAP uses progressive discipline before terminating employees, where appropriate. All employees are made aware of our discipline process. AP will conduct adverse impact analyses to ensure that women, people of color, and employees with disabilities do not leave our company at rates substantially dissimilar to those of men, non-people of color, and employees without disabilities. Religion and National Origin Discrimination and Accommodation for Religious Observance and PracticeAs a part of our commitment to Equal Employment Opportunity, AP has made a specific effort to ensure that national origin and religion are not factors in recruitment, selection, promotion, transfer, termination, or participation in training. Anonymous Ethical HotlineTeam members can anonymously report if they see unsafe or inappropriate situations or conditions at the workplace. AP members are also encouraged to work with the Human Resources department on challenges they face or receive help with their benefits if needed. papage 18RetirementResourcesInformedTeamReviewed EmploymentPracticesReligiousObservationNo Discrimination1. Recruitment resources are informed of our commitment to provide equal employment opportunity without regard to national origin or religion.2. AP employees are informed of our policy and their duty to provide equal opportunity without regard to national origin or religion. 3. AP’s employment practices exist and are reviewed to ensure that we implement equal employment opportunity without regard to national origin or religion.4. The religious observances and practices of our employees are accommodated, except where the requested accommodation would cause undue hardship on the conduct of our business. 5. AP does not discriminate against any qualified applicant or employee because of race, color, creed, disability, age, sex, sexual orientation, gender ID, marital status, or status with regard to public assistance in implementing the policy concerning non-discrimination based on national origin or religion. The following activities are undertaken to ensure they are not used as a basis for employment decisions:page 19AP incorporates the following commitments to ensure that all laws related to the prohibition of discrimination based on sex are followed:1. Employment opportunities and conditions of employment are not related to the identification of sex of any applicant or employee. Salaries are not related to or based upon identification of sex. 2. Women are encouraged to attend all training or development programs to facilitate their opportunities for promotion, and to apply for all positions for which they are qualified.3. AP does not deny employment to those who identify as women, men or gender neutral with young children and do not penalize, in conditions of employment, women, men or gender neutral who require time away from work for parental leave. 4. Appropriate physical facilities are provided to male, female and gender-neutral.Opportunities and EqualConditionsfor AllDeveloping Internal TalentHealthy Work Life BalanceAppropriate Physical FacilitiesDEI Action-Oriented Programs page 21page 20Prevention of Harassment and DiscriminationAP has developed policies prohibiting the harassment of or discrimination against any employee because of any characteristic protected under civil rights laws. Senior management will distribute these policies routinely to current employees and incorporate these policies as a part of new employee orientation. Employees are made aware of contact persons to report any violation of these policies. Preemployment and post hire requirements: AP routinely conducts adverse impact analyses to analyze our applicant and team member testing, including applicant flow, hires, promotions, and terminations. All required applicant and team testing is job related and these tests and requirements are without regard to gender, ethnicity, or disability.Recognition and rewards program: AP programs are designed to support business results that align with job requirements and deliver outstanding results to our clients. AP routinely reviews our compensation system, including rates of pay and bonuses. Rewards align with the performance results. The programs are designed and managed to ensure that there is equity maintained and that the benefits are nondiscriminatory. In offering employment to individuals with disabilities, AP will not reduce the amount of compensation offered because of any disability income, pension, or other benefit the applicant or employee receives from another source.Workplace Behavior: AP’s commitment to the structure and discipline in our program practices and processes is stated in our Team Member Reference Guide and is reviewed annually to ensure that AP continues to be a high quality employer and successful company. This review includes but is not limited to all of our personnel procedures and processes, including selection, recruitment, referral, transfers and promotions, apprenticeship programs and company-sponsored training programs and other company activities to determine if all team members and applicants are fairly considered. Any other areas that might impact the success of our Affirmative Action Program: AP will continually analyze other areas that may impact our success, such as accessibility of our facility to the available workforce, the attitude of our current workforce towards EEO, proper posting of our EEO policy and required governmental posters, proper notification of our subcontractors or vendors, and retention of records in accordance with applicable law. Our Code of Ethics is the guide and sets the stage for the culture of AP. AP takes prompt action to remedy any problems in these areas through training of staff or other methods. MBE/WBE PARTICIPATION As a large business, it is our responsibility to provide opportunities for small businesses to bid work on all contracts that we pursue. We are proud of our track-record of exceeding client requirements for inclusion of small, diverse, and underutilized/disadvantaged subcontractors and suppliers. In addition to meeting participation goals on projects, we have formed numerous mentor-protégé relationships with firms to help guide other MWSDVBE contractors. Our MWSDVBE plan includes participation in industry associations, one-on-one meetings, tailored advertisements, and an extensive database of qualified firms. While AP has many tools and techniques designed for successful MWSDVBE participation, each project’s unique circumstances compels us to create a program tailored to a project’s specific needs. Roxanne Zdon, Adolfson & Peterson Construction’s Diversity & Inclusion Coordinator, supports the following programs for continued efforts in advancing our MBE/WBE subcontractor outreach efforts. • Association of Women Contractors • MN Minority Goods and Services Associations Roxanne Zdon and Jeff Krick (Senior Preconstruction Manager) will utilize the following sources for identifying and solicitating MBE/WBE subcontractors. • Minnesota Unified Certification Program https://mnucp.metc.state.mn.us/ • Met Council MCUB Program https://mcub.metc.state.mn.us/ • Construct Connect Database Good Faith Efforts will be as follows: 1. The Invitation to Bid will be issued via isqft.com for the AP selected subcontractors and posted to these websites, allowing 3-4 weeks to review the drawings and specifications. • Minnesota Builders Exchange projects@mbex.org • St. Cloud Builders Exchange admin@stcloudbx.com • Duluth Builders Exchange info@duluthbx.com • Rochester Builders Exchange planroom@bexroch.com • Isqft Plan Room2. Electronic correspondence and follow up phone calls will be made to generate interest and offer clarification on the project details. 3. Host Virtual Meet & Greets for MBE/WBE subcontractors to talk with the AP Precon team. 4. Scopes of work may be structured into smaller bid packages to accommodate MBE/WBE companies. 5. All scopes of work including the two current strategic partners, Horwitz Mechanical & Gephart Electric, are encouraged to incorporate second tier MBE/WBE suppliers and/or subcontractors when possible. 6. A full review of all proposals will be performed to ensure MBE/WBE considerations were adhered too. Project Specific Program page 22UNDERREPRESENTED CONSTRUCTION WORKERSAdolfson & Peterson Construction appreciates the value and understands the importance of a diverse workforce and the benefits that brings to the workforce and the community. AP currently conducts the following good faith efforts to attract and engage a diverse workforce and will continue to actively do so specifically focusing on areas of underutilization:1. We will continue to sponsor and participate in career fairs, attend mock interviews, and construction training program events. 2. We also support organizations through membership, sponsorship, and/or donations of professional time and financial resources. Specifically, AP supports and participates in/with: • Association of Women in Construction• MN American Indian Chamber• National Association Minority Contractors• Productive Day Employment Program• MN Trades Academy• Summit Academy• State of Minnesota DEED – Veterans Job Clubs• University of Minnesota, Twin Cities and Moorhead• Dunwoody College of Technology• Five Skies Empowerment Training• MNSOARR• and many more3. Participate in a wide variety of industry/community organizations to increase our connections with prospective candidates who are women, minority, veterans, and individuals with disabilities.4. AP will continue to publicize and send notifications of open positions to organizations including the following:• Organizations supporting women (example: National Association of Women in Construction)• Organizations supporting minorities (example: National Association of Minority Contractors)• Organizations supporting veterans and individuals with disabilities (example: State of Minnesota - DEED)AP works closely with all of the trades unions to establish relationships with members and business agents in order to identify potential employees candidates who are women, minority, veterans, and individuals with disabilities.• AP’s General Superintendent, Rodney Lafreniere, is a Board Member for the North Central States Carpenters Union JATC (Joint Apprenticeship Training Committee). • Rodney is also involved with the Hennepin Technology College’s Construction program, serving as an Advisory Committee Member. Project Specific Programpage 23GOOD FAITH EFFORTSAt the Project site• AP will post EEO policy and anti-harassment policies prominently on employee bulletin boards and job sites. AP will update at least once a year with new contact information and signature of the contractor’s chief executive officer.• AP will post all government-mandated posters (Minnesota, federal, local) in areas available to employees and applicants and on all job sites. • The job sites will, to the extent possible, will be accessible to people with disabilities, specifically people with mobility impairments (restrooms, break-rooms, etc.). If all restrooms are not accessible, AP will provide comparable facilities for people with disabilities.• AP will check employee locker rooms, break rooms, restrooms, and work areas (job sites) for potentially offensive cartoons, etc.Recruiting• All personnel involved in hiring, selection, promotion, disciplinary and related processes will be trained to ensure the elimination of bias (implicit bias training) in personnel actions.• AP will include an EEO tagline or similar statement in all want ads or other external job announcements. Jobs posted on our web site, will include an EEO tagline.• Rodney Lafreniere, general superintendent, will communicate to the union to ensure that the union accepts people for membership in a nondiscriminatory way and that they refer people to jobs fairly.• AP will make formal and informal contact with community organizations, apprenticeship training organizations, and unions, and other recruitment organizations (specifically those organizations that focus on women, people of color, Indigenous people, and people with disabilities) that may be able to refer qualified applicants for jobs you have available.• AP will provide training, preparation and workplace accommodations so that people with disabilities can have rewarding careers.• AP will contact the Department of Employment and Economic Development (DEED) Vocational Rehabilitation Services unit for the purpose of forming partnerships to help prepare people with disabilities for meaningful employment opportunities.• AP will participate in construction community job fairs or other construction-related events.• When using paid advertising, AP will include news media or websites geared toward women, communities of color, and/or people with disabilities.• When advertising for bids we will include the workforce and diversity goals in the bid advertisement.Project Specific Program page 24page 25page 24Selection and Hiring• AP will review our application form and remove any questions that are not job-related. Include an EEO statement on the form itself. AP will review the application to make sure no illegal/potentially illegal information is requested.• AP will review EEO/Applicant tracking surveys: they should ask for necessary tracking information only and will be clearly marked as voluntary. AP will remove the forms from the application itself before the selection process begins.• AP will make sure supervisors are using legal criteria in their hiring decisions.• If AP use’s any pre-employment tests (math tests, typing tests, skill tests, “personality” or “integrity” tests), these tests will directly relate to the jobs for which they’re used.Termination of Employment• AP has developed a written termination policy and/or progressive discipline policy. All supervisors will implement the process consistently.• If appropriate, AP will conduct exit interviews or administer exit surveys.Employee Files and Record-Keeping• AP will retain all information that could reveal age, race, disability, religion, etc. as confidentially as possible. (I-9 forms, insurance forms, medical leave requests, etc.)• An employee’s file will tell the complete story of this employee’s history with AP: orientation, training, performance evaluations, wage increases, promotion information, disciplinary notices, etc. All pay increases will be documented, and nondiscriminatory reasons for pay should be obvious. • AP will retain applications for at least a year. AP will develop an applicant flow log or similar tracking system. AP will make sure that each applicant’s EEO survey or affirmative action data page is tracked, if completed. • All files of terminated employees should show the reason for termination, whether voluntary or involuntary.Other• AP will conduct training for all employees regarding the EEO and anti-harassment policies in safety meetings at the beginning of each project and additionally throughout the year for new hires. AP will emphasize reporting procedures.• AP will make reasonable efforts to solicit people of color, Indigenous, and female-owned businesses to participate in subcontracts or vendor contracts.Project Specific Programpage 25Program Name Contact Name Contact Information Dates WebsiteProductive Day Em-ployment ProgramLogan FuttererAnthony Wocel-kalogan.futterer@hennepin.usanthony.wocelka@hennepin.usMeet with LoganQuarterlyhttps://www.hen-nepin.us/residents/public-safety/produc-tive-day-enterprisesThe program’s construction pathway helps fulfill the rising demand for skilled construction professionals by providing high-quality, on-the-job-training for clients ages 18–34 who are under the department’s supervision. Upon successful com-pletion of training and union-approved classroom curriculum, participants earn a certificate in general carpentry skills and are eligible for union jobs.Summit AcademyAmanda Michal-skiamichalski@saoic.orgMock Interviews - June 29thHiring Fair - July 12thhttps://saoic.org/Summit offers specializations and industry certifications for in-demand careers in Information Technology (IT), Construction, and Medical Administrative Assistant through 20-week accredited programs, delivering academic rigor alongside marketable skills and connections to employers. Summit’s workforce-driven model also offers accelerated 10-week GED program, and 7-week Food Manufacturing customized training. By providing high-quality, hands-on Science, Technology, Engineering, and Math (STEM) programs, activities, and education, Summit’s youth division, the Northside STEM District, prepares students of color to be the workers of the future.Hennepin Tech Car-pentry ProgramBill Krausewilliam.krause@hennepintech.edu2/16/23https://hennepin-tech.edu/academ-ic-programs/build-ing-and-landscape/carpentry/index.htmlStudents will gain the knowledge and hands-on experience to construct, install, erect and repair structures to comply with all existing codes and in a manner that exhibits skill and craftsmanship. They will also learn to read blueprints, sketches and specifications for types of materials required and standards of work. They will get hands-on training with hand tools, power tools and equipment. From floor and wall framing to roofing to insulation, this program gives them a foundation for a career in carpentry.Five Skies Empow-erment TrainingNick Kedrowski (715) 896-1867 Program is 2/27 - 3/24https://www.fiveskies.org/Five Skies Training and Consulting LLC is a 100% Native owned small business that specializes in providing trainings tailored to opportunities in or near to Indian Country. We provide trainings and presentation that can be facilitated as short format programming of less than one day up to multi-week trainings; depending on your specific needs. We are available to provide consulting services relating to many topics to help you create, improve, or enhance your existing programming. The following list includes some of our program offerings to help guide your inquiries, but we are happy to consider developing alternative programs based on your specific needs.Project Specific Program page 26page 27WE BELIEVEBALANCEIN A HEALTHY WORK LIFEBetter Futures (612) 351-8657https://betterfuturesmin-nesota.com/contact-us/Better Futures Minnesota is a nonprofit providing a single service, they work to build healthy communities for more Minneso-tans by operating at the intersection of racial, social, economic, and environmental justice.They envision a future where men who want to build a better life for themselves, can. A future where men, predominantly Afri-can American, returning from prison have the supports they need to stay out of prison.YouthBuildhttps://youthbuild.org/YouthBuild is a national organization which works to unleash the intelligence and positive energy of youth to rebuild their communities and their lives. There are more than 225 YouthBuild programs in the U.S. that have participated in building 17,000 units of affordable housing. Requirements for this program are the following: Ages 16-24; not currently enrolled in school; and interested in working towards your GED. Participants will receive job training.Lakestreet Works(612) 512-4033jess@lakestreetworks.orgalex@lakestreetworks.orghttps://www.lakestreet-works.org/Lake Street Work’s goal is to bring hope back to the community and they believe a good way to do this is to help young peo-ple get great jobs after they graduate from high school. Lake Street Works is located in the heart of South Minneapolis, within the blocks vandalized in the 2020 riots. Their goal is to build back the community one student at a time.Learning the skills and choosing to be a carpenter, electrician, HVAC technician or plumber can be a career that pays even more plus benefits. And a career that is for a lifetime!.In addition to such skills, LSW will teach youth “life skills” needed to succeed in a job. These skills include Personal Develop-ment, On the Job Work Behaviors, and Financial Literacy.All classes will be taught by professionals and experts in the Construction trades. These individuals will also help students get jobs after they graduate.Project BuildEmail: info@projectbuildmn.orgPhone:651-432-4395https://projectbuildmn.org/about/Project Build empowers young men and women with construction career choices to ensure a steady flow of qualified skilled labor into the construction industry, non-union and union.Project Specific ProgramDue to AP’s union status, we are required to solicit tradespeople from the trade unions. We work closely with the unions and attend and participate in job fairs, open houses, and hiring events. Currently, the Carpenters Union holds an Open House every Thursday to allow potential tradespeople time to ask questions and educate themselves on upcoming opportunities. MDOT is also sponsoring a new pro-gram that will allow minority groups to get exposure to the construction trades. Local 49 will be holding a job fair/hiring event this year in May, dates are currently not set.Specific dates/events have not yet been determined for these organizations. We will be reaching out to these organziations. page 28DESCRIPTION OF ORGANIZATIONAP Midwest, LLC, dba Adolfson & Peterson Construction (AP) is a family-owned union contractor that is consistently ranked among the top construction managers and general contractors in the nation. With a mission of building trust, communities and people, AP focuses on public and private projects that enhance communities where we live and work.Founded in 1946, AP is known within the building industry for outperforming our competition with innovative and collaborative approaches. AP has built long standing relationships with our clients and communities by serving the aquatics and recreation, healthcare, higher education, hospitality, industrial, K-12 education, multi-family, municipal, office and senior living market segments.AP Midwest, LLC is located at 5500 Wayzata Blvd, Suite 600 Minneapolis, MN 55416.DEFINITIONS USED IN THIS AAPIndividual with a Disability: any person who has a physical, sensory, or mental impairment which “materially” (Minnesota) or “substantially” (federal) limits one or more major life activities, or has a record of or is regarded as having such an impairment. “Individual with a Disability” does not include an alcohol or drug abuser whose current use of alcohol or drugs renders that individual a direct threat to property or the safety of others.American Indian or Alaska Native - a person having origins in any of the original peoples of North and South America (including Central America), and who maintains tribal affiliation or community attachment.Asian - A person having origins in any of the original peoples of the Far East, Southeast Asia, or the Indian subcontinent including, for example, Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, the Philippine Islands, Thailand, and Vietnam.Black or African American - A person having origins in any of the black racial groups of Africa.Hispanic or Latino - A person of Cuban, Mexican, Puerto Rican, South or Central American, or other Spanish culture or origin, regardless of race.Native Hawaiian or Other Pacific Islander - A person having origins in any of the original peoples of Hawaii, Guam, Samoa, or other Pacific Islands.White - A person having origins in any of the original peoples of Europe, the Middle East, or North Africa.Minority - Any person who identifies as being American Indian or Alaska Native, Asian, Black or African American, Hispanic or Latino, Native Hawaiian or Other Pacific Islander, or in any combination of these identifiers, or someone who identifies as White and as any of the other identifiers. Job Groups: Although companies are not limited to using these broad job groups as the only means of analyzing their workforce, we use the following as guidelines:Managers and Administrators. Administrative personnel set broad policies, exercise overall responsibility for execution of these policies, and direct individual departments or special phases of an organization’s operations. This category includes: officials, executives, middle management, plant managers, department managers, and superintendents, salaried supervisors who are members of management, purchasing agents, and buyers. Unless specifically listed under officials and managers or craft (skilled), first line supervisors, who engage in the same activities as the employees they supervise, should not be reported under this category.Affirmative Action ProgramsFOR PEOPLE OF COLOR, WOMEN AND INDIVIDUALS WITH DISABILITIES4/1/2023 - 03/31/2024AP Midwest, LLC(dba Adolfson & Peterson Construction) 5500 Wayzata Blvd Suite 600Minneapolis, MN 55416(952) 544-1561TABLE OF CONTENTSDescription of Organization | 29Definitions Used in this AAP | 29Equal Employment Opportunity (EEO) Policy | 31 Assignment of Responsibility for Affirmative Action Program | 32 Internal and External Dissemination of Affirmative Action Policy and Plan | 32 Internal Audit and Reporting Systems | 35 Workforce Analysis | 35 Goals and Timetables | 35 Problem Area Identification.| 36 Action-Oriented Programs | 36 Anti-Harassment Policy | 40 Problem Resolution Policy | 41 Appendices | 42 Affirmative Action Programs page 30page 31page 30Professionals and Technicians. Professionals are considered to be persons working in occupations requiring either college graduation or comparable work experience. Technicians are those whose work requires a combination of basic scientific knowledge and manual skills such as can be attained through two-year technical or community college degrees or equivalent on-the-job training.Sales Workers: Occupations engaged wholly or primarily in direct selling. This includes: advertising agents and sales agents, insurance agents and brokers, real estate agents and brokers, sales agents and sales clerks, grocery clerks, cashiers/checkers.Office and C/erica/: All clerical work regardless of the level of difficulty in which activities are predominantly non-manual (though some manual work not directly involved with altering or transporting the products is included). This includes: bookkeepers, collectors, messengers, and office helpers, office machine operators, shipping and receiving clerks, stenographers, typists, secretaries, and telephone operators.Skilled Crafts.’ Manual workers of a relatively high skill level who have a thorough and comprehensive knowledge of the process involved in their work. They exercise considerable independent judgment and usually receive an extensive period of training. This includes: building trades, hourly paid foremen and lead-workers who are not members of management, mechanics and repairmen, skilled machinery occupations, electricians. Exclude learners and helpers of craft workers (apprentices).Operatives. (Semi-skilled): Workers who operate machines or processing equipment or perform other factory-type duties of an intermediate skill level which can be mastered in a few weeks and requires only limited training. This includes: apprentices, operatives, attendants, delivery and route drivers, trUCk and tractor drivers, dressmakers, weavers, welders. Include craft apprentices in such fields as auto mechanics, printing, metalwork, carpentry, plumbing and other building trades.Laborers. (Unskilled): Workers in manual occupations which generally require no special training. They perform elementary duties which may be learned in a few days and which require the application of little or no independent judgment. This includes: garage laborers, car washers, gardeners, and lumber workers, laborers performing lifting, digging, mixing and loading.Service Workers. Workers in both protective and no protective service occupations. This includes: attendants, clean-up workers, janitors, guards, police, fire fighters, waiters and waitresses. Underutilization: The Minnesota Department of Human Rights defines underutilization in a job group if the number of women or people of color in a job group are less than what is expected based on the availability percentage data adopted for the analysis.The Department uses the “WHOLE-PERSON RULE” in determining underutilization.Declaration of underutilization does not indicate discrimination has occurred in a company; rather, it is an opportunity to enable a company to apply good faith efforts to ensure equal employment opportunities continually occur in the business.Affirmative Action ProgramsEqual Employment Opportunity (EEO) PolicyThe EEO policy must be signed by the CEO/President or Board Chairperson and then included in the Affirmative Action Plan and posted at all worksites.Business Name AP Midwest, LLC Date 03/30/2023EEO Official, Name Molly Weiss EEO Official Title Chief Human Resources OfficerEEO Official, Phone Number 952-417-8355 EEO Official, Email Address mweiss@a-p.comThis is to affirm our policy of providing equal employment opportunities to all employees and applicants for employment in accordance with all applicable laws, directi\/es, and regulations of federal, state, and local governing bodies or agencies.AP will not discriminate against or harass any employee or applicant for employment because of race, color, creed, religion, national origin, sex, sexual orientation, gender identity, disability, age, marital status, familial status, membership or activity in a local human rights commission, or status regarding public assistance. We will take affirmative steps to ensure that all our employment practices are free of discrimination. Such employment practices include, but are not limited to, the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, selection, layoff, disciplinary action, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. We will provide reasonable accommodation to applicants and employees with disabilities whenever possible.AP will evaluate the performance of management and supervisory personnel based on their involvement in achieving these Affirmative Action objectives as well as other established criteria. In addition, all employees are expected to perform their job responsibilities in a manner that supports equal employment opportunities.I have appointed the above-named EEO Official to manage the Equal Employment Opportunity (EEO) program. This person’s responsibilities include monitoring all EEO activities and reporting the effectiveness of the business’ Affirmati\/e Action program as required by law. I will receive and review reports on the progress of the program. Any employee or applicant may inspect our Affirmative Action Plan and information related to our EEO program during normal business hours. Please contact the EEO Official for further information.Any employee or applicant for employment who believes they have been treated in a way that violates this policy should contact either the EEO Official or any other management representative, including me. We will take immediate action to investigate and address allegations of discrimination or harassment confidentially and promptly. Signature of CEO/President or Board Chairperson First and Last Name (Please Print)Title DateAffirmative Action ProgramsJeff Hansen CEO 3-30-2023 page 32page 33ASSIGNMENT OF RESPONSIBILITY FOR AFFIRMATIVE ACTION PROGRAMThe following responsibilities of the Equal Employment Opportunity (EEO) manager are required under the Minnesota Rules 5000. 3430 and make Minn. Stat. §363A. 36 specific. Please refer to the Rules for detailed responsibilities.Molly Weiss is designated as the company’s EEO manager and is tasked with monitoring all employment activity to ensure that our EEO/AA policies are being carried out. The EEO/AA manager has been given the necessary staffing and support from senior management to fulfill the duties of the position. These duties include, but are not limited to, the following:1. Develop an EEO policy statement and Affirmative Action Plan (“AAP”) that are consistent with the company’s EEO policies and establish our affirmative action goals and objectives.2. Develop and implement internal and external strategies for disseminating the company’s AAP and EEO policies.3. Conduct and/or coordinate EEO/AA training and orientation.4. Ensure that our managers and supervisors understand it is their responsibility to take action to prevent the harassment of employees and applicants for employment.5. Ensure that all minority, female, and disabled employees are provided equal opportunity as it relates to organization-sponsored training programs, recreational/social activities, benefit plans, pay and other working conditions.6. Implement and maintain EEO audit, reporting, and record-keeping systems in order to measure the effectiveness of our Affirmative Action Plan/Program and to determine whether our goals and objectives have been attained. 7. Coordinate the implementation of necessary affirmative action to meet compliance requirements and goals.8. Serve as liaison between our organization and relevant governmental enforcement agencies.9. Coordinate the recruitment and employment of women, people of color, and individuals with disabilities, and coordinate the recruitment and utilization of businesses owned by women, people of color, and individuals with disabilities.10. Coordinate employee and company support of community action programs that may lead to the full employment of women, people of color, and individuals with disabilities.11. Keep management informed of the latest developments in the area of EEO.INTERNAL AND EXTERNAL DISSEMINATION OF AFFIRMATIVE ACTION POLICY AND PLANMolly Weiss, Chief Human Resources Officer is designated as the company’s EEO manager and is tasked with managing and monitoring all employment activity to ensure that our EEO/AA policies are being carried out. Molly has been gis/en the necessary staffing and support from senior management to fulfill the duties of the position. These duties include, but are not limited to, the following:1. Develop an EEO policy statement and Affirmative Action Plan (AAP) that are consistent with AP’s EEO policies and establish our affirmative action goals and objectiVes.Affirmative Action Programs2. Develop and implement internal and external strategies for disseminating the company’s AAP and EEO policies.3. Conduct and/or coordinate EEO/AAP training and orientation.4. Ensure that our managers and supervisors understand it is their responsibility to take action to prevent the harassment of employees and applicants for employment.5. Ensure that all minority, female, and employees with disabilities are provided equal opportunity as it relates to organization-sponsored training programs, recreational/social activities, benefit plans, pay and other working conditions.6. Implement and maintain EEO audit, reporting, and record-keeping systems in order to measure the effectiveness of our AAP and to determine whether our goals and objectives have been attained.7. Coordinate the implementation of necessary affirmative action to meet compliance requirements and goals.8. Serve as liaison between our organization and relevant governmental enforcement agencies.9. Assist with the coordination of the recruitment and employment of women, people of color, and individuals with disabilities, and coordinate the recruitment and utilization of businesses owned by women, people of color, and individuals with disabilities.10. Coordinate employee and company support of community action programs that may lead to the full employment of women, people of color, and individuals with disabilities.11. Keep management informed of the latest developments in the area of EEO.A. Internal Dissemination1. Our EEO policy statement is included in our Team Member Reference Guide.2. We will publicize our EEO policy in any newsletters, magazines, annual reports, or other media the company utilizes.3. Schedule special meetings all other employees to discuss the policy and explain individual employee responsibilities;4. We will discuss the policy thoroughly during both employee orientation and management training programs;5. If applicable we will meet with union officials to provide notice of our EEO policy and ask for their cooperation in implementing the policy.6. If applicable we will include non-discrimination clauses in all of our union agreements and review all contractual provisions to ensure they are non-discriminatory.7. We will publish articles in any company publications covering our EEO programs, progress reports, and the accomplishments of disabled and female employees and employees of color.8. Our EEO policy statement and non-discrimination posters will be permanently posted and conspicuously displayed in areas available to employees and applicants for employment.Affirmative Action Programs page 34page 359. When employees are featured in product or consumer advertising, employee handbooks, or similar publications, we will include images of male and female employees, employees of color, and disabled employees.10. Communicate at least annually to employees the existence of our affirmative action program and make available the elements of its program as well as enable prospective employees to know and avail themselves of all of our program’s benefits.11. All personnel involved in the recruitment, screening, selection, promotion, disciplinary, and related processes are carefully selected and trained to ensure that the goals and commitments in the company’s affirmative action program are implemented.B. External Dissemination1. We will notify all recruiting sources of the company’s EEO policy, stipulating that these sources actively recruit and refer women and people of color for all positions listed.2. We will hold formal briefing sessions with representatives from recruiting sources. As an integral part of these briefings, we will include facility tours; clear and concise explanations of current and future job openings; position descriptions; worker specifications; explanations of the company’s selection process; and, recruiting literature. We will make formal arrangements regarding applicant referrals, and follow-up with referral sources regarding the disposition of applicants.3. Any disabled employees who wish to participate in career days, youth motivation programs, and related community activities will be given opportunity to do so.4. Any recruiting efforts at schools will include specific outreach to disabled students.5. We will make an effort to participate in work study programs with rehabilitation facilities and schools that specialize in the training or educating disabled individuals.6. We will use all available resources to continue or establish on-the-job training programs.7. We will incorporate the equal opportunity clause into all purchase orders, leases, and contracts.8. We will send written notification of the company’s EEO policy to all sub-contractors, vendors, and suppliers, and request cooperative action from them.9. We will notify community agencies, community leaders, secondary schools, colleges, and organizations that promote women, people of color, and disabled individuals regarding the company’s EEO policy.10. When employees are featured in consumer or help wanted advertising, we will include images of male and female employees, employees of color, and disabled employees.11. We will communicate the existence of our EEO policy to prospective employees and provide sufficient information to enable prospective employees to avail themselves of the policy’s benefits.Affirmative Action ProgramsINTERNAL AUDIT AND REPORTING SYSTEMSOur EEO manager, Molly Weiss, has responsibility for implementing and monitoring our affirmative action programs. Department heads, managers, and supervisors are responsible for providing the EEO manager with information and/or statistical data as necessary to measure our good faith efforts to implement our programs. In addition, they are also responsible for submitting formal reports to the EEO Manager on a scheduled basis regarding the degree to which corporate or unit goals are attained and timetables are met. At least annually, internal audit reports will be prepared in table format and dated. Data collected for these reports will include applicant flow, new hires, promotions, transfers, and terminations (voluntary and involuntary) by job group. Figures for each personnel process must show a breakdown by sex, minority classification, and disability status. Reports will be disseminated to appropriate levels of management, and any problem areas will be addressed as promptly as possible.We will preserve all audit data and other applicable documentation and information available as required by law to the Minnesota Department of Human Rights and other government agencies.Also, once a year we will submit to the Minnesota Department of Human Rights, on or before, the anniversary date of our Workforce Certificate of Compliance, our Annual Compliance Report as required under Minnesota Administrative Rule 5000.3580 for the company’s regular workforce.WORKFORCE ANALYSISAvailability/Utilization/UnderutiIization AnalysisSee attached Appendix for our Workforce Analysis.GOALS AND TIMETABLESWe will make a good faith effort to achieve the availability percentages for people of color or women in any and all job group(s) where we have identified underutilization. We will continue good faith efforts to recruit and retain individuals with disabilities in all levels of our workforce.1. AP will make good faith efforts to reach the availability percentages for minorities or women in any job group where underutilization is identified.2. AP’s progress towards utilization will be consistent with the number of open positions within the company.3. AP will continue our efforts to recruit and retain individuals with disabilities in our workforce.4. AP will make a good faith effort to meet construction goals as described by government agencies, whether we are prime or a subcontractor.We continue to work toward greater representation in all job groups designed to strengthen our business.Affirmative Action Programs page 36page 37PROBLEM AREA IDENTIFICATIONAP Midwest, LLC periodically conducts an in-depth analysis of its total employment process to determine whether and where impediments to equal employment opportunity may exist. We evaluated: 1. Workforce composition by job group: When we have identified underutilization in our a\/ailability/utilization/underutilization analysis (AUUA) and we have set goals to remedy that underutilization.2. Personnel activity: We will routinely conduct adverse impact analyses using the “Eighty Percent Test” or other statistical methods to analyze our personnel activities, including applicant flow, hires, promotions, terminations and other personnel actions, to determine if there are selection disparities between men and women, people of color, nonminority (and within specific racial groups, if appropriate), or disabled and nondisabled applicants or employees. For tests are used as a part of our selection process, we confirm these tests are job-related and are validated. We have taken corrective action to remove any barriers to hiring or retaining women, people of color, or individuals with disabilities.3. Compensatton system: We will routinely review our compensation system, including rates of pay and bonuses, to determine whether there is any gender, race, ethnicity, or disability-based disparities. If any disparities are identified, we take prompt action to resolve the disparity. In offering employment to individuals with disabilities, we will not reduce the amount of compensation offered because of any disability income, pension, or other benefit the applicant or employee receives from another source.4. Personnel procedures. We will routinely review all of our personnel procedures and processes, including selection, recruitment, referral, transfers and promotions, seniority provisions, apprenticeship programs and company-sponsored training programs and other company acti\/ities to determine if all employees or applicants are fairly considered.5. Any other areas that might impact the success of our Affirmative Action Program: We continually analyze any other areas that may impact our success, such as accessibility of our facility to the available workforce, the attitude of our current workforce towards EEO, proper posting of our EEO policy and required governmental posters, proper notification of our subcontractors or vendors, and retention of records in accordance with applicable law. We take prompt action to remedy any problems in these areas through training of staff or other methods.ACTION-ORIENTED PROGRAMSSelection ProcessWe will evaluate our selection process using an adverse impact analysis to determine if our requirements screen out a disproportionate number of people of color, women, or individuals with disabilities. All personnel involved in the recruitment, screening, selection, promotion, disciplinary, and related processes will be carefully selected and trained to ensure that there is a commitment to the affirmative action program and its implementation.Schedule for Review o/Jo6 Requirements: We will annually review all physical and mental job requirements to ensure that these requirements do not tend to screen out qualified individuals with disabilities. We will determine whether these requirements are job-related and are consistent with business necessity and the safe performance of the job, and we will remove any physical or mental requirements that do not meet these criteria. Any job descriptions or requirements changed after review will be distributed to all relevant employees, particularly those involved in the selection process and supervision of employees.Affirmative Action ProgramsPre-Employment Medical Examination. If we require medical examinations or inquiries as a part of our selection process, all exams or inquiries will be conducted after a conditional offer of employment. Only job-related medical examinations and inquiries will be conducted, and the results of these examinations or inquiries will not be used to screen out qualified individuals with disabilities. Information obtained in response to such inquiries or examinations will be kept confidential except that (a) supervisors and managers may be informed regarding restrictions on the work or duties of individuals with disabilities and regarding accommodations, (b) first aid and safety personnel may be informed, where and to the extent appropriate, if the condition might require emergency treatment, and (c) officials, employees, representatives, or agents of the Minnesota Department of Human Rights or local human rights agencies investigating compliance with the act or local human rights ordinances will be informed if they request such information.Accommodations to Physical and Mental Limitations of EmployeesWe will make reasonable accommodations to the physical and mental limitations of an employee or applicant unless such an accommodation would impose an undue hardship on the conduct of the business.Recruitment of Employees1. All solicitation or advertisements for employees will state that applicants will receive consideration for employment regardless of their race, color, creed, religion, national origin, sex, sexual orientation, disability, age, marital status, or status with regard to public assistance. When needed, to help address underutilization, help wanted advertising will also be placed in news media oriented towards women or people of color. Copies of advertisements for employees will be kept on file for review by enforcement agencies.2. When we place help-wanted advertisements, we will not indicate a preference, limitation, or specification based on sex, age, national origin, or other protected characteristic, unless that characteristic is a bona fide occupational qualification for a particular job. We will not allow any employment agency with which we work to express any such limitation on our behalf, and we will require that these agencies share our commitment to Equal Employment Opportunity.3. All positions for which we post or advertise externally will be listed with State of Minnesota Workforce Centers, America’s Job Bank, or similar governmental agencies.4. We will request the Minnesota Department of Employment and Economic Development to refer qualified individual with disabilities for employment consideration under our affirmati\ie action programs in accordance with Minnesota Administrative Rule 5000.3557. 5. As necessary to ensure that potential candidates are aware of job openings, we will contact community organizations focused on the employment of women, people of color, and individuals with disabilities (including state vocational rehabilitation agencies or facilities, sheltered workshops, college placement offices, education agencies, or labor organizations).6. We will keep documentation of all contacts made and responses received, in connection with paragraphs 4 and 5 above, whether formal or informal. We will make every effort to give these agencies a reasonable amount of time to locate and refer applicants.7. We will carry out active recruiting programs at relevant technical schools and colleges, where applicable.8. We will encourage existing people of color, female and disabled employees to recruit additional candidates for employment opportunities.Affirmative Action Programs page 38page 399. Consideration of people of color and women not currently in the workforce. We will take additional steps to encourage the employment of women, people of color and individuals with disabilities who are not currently in the workforce, such as providing part-time employment, internships, or summer employment programs.Training ProgramsEducation is an ongoing process at AP Midwest, LLC and a variety of training programs are available. Company guidelines for continued emphasis on training programs include and are not limited to:• People of color, female and employees with disabilities will be afforded full opportunity and will be encouraged to participate in all organization sponsored educational and training programs.• We will provide access to apprenticeship training programs when such programs are necessary to ensure equal opportunity for protected class employees.• On-the-job training programs as well as other training and educational programs to which we give support or sponsorship, will be regularly reviewed to insure that minority and female employees are given equal opportunity to participate.• We will seek the inclusion of qualified people of color, female and employees with disabilities in any apprenticeship program in which we participate.Promotion ProcessOur promotion process has been developed and documented and only legitimate qualifications are considered in our promotion decisions. We will conduct adverse impact analyses to ensure that women, people of color, and employees with disabilities are promoted at rates substantially similar to men, non-people of color, and individuals without disabilities.Termination ProcessWe use progressive discipline before terminating employees, where appropriate. All employees are made aware of our discipline process. We will conduct adverse impact analyses to ensure that women, people of color, and employees with disabilities do not leave our company at rates substantially dissimilar to those of men, non-people of color, and employees without disabilities.It is AP’s policy is to attempt to deal constructively with employee performance problems, unsatisfactory behavior and employee errors. The disciplinary process used will be determined by AP in its discretion in light of the facts and circumstances of each case. Each situation will generally be considered in light ofa variety of factors including, but not limited to: the seriousness of the situation; the employee’s past conduct and length of service; and the nature of the employee’s previous performance or incidents involving the employee. Depending upon the facts, disciplinary action may include oral or written warnings, probation, suspension with or without pay, or immediate termination of employment.Affirmative Action ProgramsReligion and National Origin Discrimination and Accommodation for Religious Observance and PracticeAs a part of our commitment to Equal Employment Opportunity for all, we have made a specific effort to ensure that national origin and religion are not factors in recruitment, selection, promotion, transfer, termination, or participation in training. The following activities are undertaken to ensure religion and national origin are not used as a basis for employment decisions:1. Recruitment resources are informed of our commitment to pro\/ide equal employment opportunity without regard to national origin or religion.2. Our employees are informed of our policy and their dUty to proc/ide equal opportunity without regard to national origin or religion.3. Employment practices exist and are reviewed to ensure that we implement equal employment opportunity without regard to national origin or religion.4. The religious observances and practices of our employees are accommodated, except where the requested accommodation would cause undue hardship on the conduct of our business.5. We do not discriminate against any qualified applicant or employee because of race, color, creed, disability, age, sex, sexual orientation, marital status, or status with regard to public assistance in implementing the policy concerning non-discrimination based on national origin or religion.Sex Discrimination GuidelinesWe incorporate the following commitments into this AAP to ensure that all laws related to the prohibition of discrimination based on sex are followed:1. Employment opportunities and conditions of employment are not related to the sex of any applicant or employee. Salaries are not related to or based upon sex. 2. Women are encouraged to attend all training or development programs to facilitate their opportunities for promotion, and to apply for all positions for which they are qualified.3. We do not deny employment to women or men with young children and do not penalize, in conditions of employment, women or men who require time away from work for parental leave.4. Appropriate physical facilities are provided to both sexes.Prevention of Harassment and DiscriminationOur company has developed policies prohibiting the harassment of or discrimination against any employee because of any characteristic protected under civil rights laws. Senior management will distribute these policies routinely to current employees and incorporate these policies as a part of new employee orientation. Employees are made aware of contact persons to report any violation of these policies.Affirmative Action Programs page 40page 41ANTI-HARASSMENT POLICYAs a part of our commitment to equal opportunity, AP Midwest LLC, has adopted an anti-harassment policy. Any employee who engages in harassment on the basis of race, color, creed, religion, national origin, sex, sexual orientation, gender identity, marital status, familial status, status with regard to public assistance, membership or activity in a local human rights commission, disability, age, or other legally protected characteristics; any employee who permits employees under his/her supervision to engage in such harassment; or any employee who retaliates or permits retaliation against an employee who reports such harassment is guilty of misconduct and shall be subject to remedial action which may include the imposition of discipline or termination of employment.Examples of harassment may include derogatory comments regarding a person’s race, color, religion, or other protected characteristics, sexually explicit or other offensive images (whether printed or displayed on a computer), and jokes that are based on stereotypes of particular races, sexual orientations, ages, religions, or other protected characteristics.Sexual Harassment is against the law. It is the policy of AP to abide by the applicable federal, state, and local laws that prohibit sexual harassment and to maintain an employment environment free of sexual harassment. Sexual harassment of any employee, client, or business partner will not be tolerated.Sexual harassment may include unwelcome sexual advances, requests for sexual favors, sexually motivated physical contact or other verbal or physical conduct or communication of a sexual nature when: (a) submission to that conduct or communication is made a term or condition, either explicitly or implicitly, of obtaining employment; (b) submission to or rejection of that conduct or communication is used as a factor in decisions affecting that indi\/iduaI’s employment; or (c) that conduct or communication has the purpose or effect of substantially interfering with an individual’s employment.Here are some examples of conduct that may constitute sexual harassment: • Use of offensive or demeaning terms that have a sexual connotation.• Objectionable physical closeness, behavior, actions, or contact.• Unwelcome suggestions regarding, or invitations to, social engagements or non-work related social events.• Any indication, express or implied, that an employee’s job security, job assignment, conditions of employment, or opportunities for advancement may depend on the granting of sexual or other personal favors.• Any action relating to an employee’s job status which is in fact affected by consideration of the granting or refusal of social or sexual favors.• Deliberate or careless creation of an atmosphere of sexual harassment or intimidation.• Deliberate or careless jokes or remarks of a sexual nature to or in the presence of any employee.• Showing or sending materials that haVe a sexual content or are of a sexual nature (such as cartoons, articles, pictures, etc.), either by e-mail, interoffice mail, Internet or otherwise.Although the intent of the person engaging in the conduct may be harmless or even friendly, it is the perception of the conduct by the recipient that is relevant to whether the conduct is harassment. Given the difficulty of judging whether the conduct is welcome or unwelcome in particular situations, the company prohibits all employees from engaging in any conduct of a sexual nature or amounting to harassment based on any protected category in the work setting.Affirmative Action ProgramsThis policy applies to everyone in the organization as well as senior management. No retaliation or intimidation directed towards anyone who makes a complaint will be tolerated.If you believe you has/e been a victim of harassment, take the following steps:• Discuss the matter with your supervisor or manager.• If, for any reason, you would prefer not to speak to your supervisor (for example, if you believe your supervisor to be the source of or a party to the harassment), you may talk to any other member of management or the Chief Human Resources Officer.The company will investigate and attempt to resolve your complaint promptly. If, for any reason, you believe this has not occurred within a reasonable period of time, refer the matter to a member of senior management up to and including the CEO of AP, Jeff Hansen.PROBLEM RESOLUTION POLICYIn any organization, dissatisfaction may arise because an employee does not know, understand, or agree with certain policy interpretations or management decisions. Such dissatisfactions are commonly referred to as grievances. An employee who feels aggrieved is urged to take the matter up immediately with his/her supervisor. Your supervisor is required to investigate your grievance and provide you a response or decision within a reasonable period of time. This investigation may consist of, but is not limited to, gathering information from other employees involved, reviewing company policy, and any other action necessary to understand the matter completely. If you are not satisfied with the response/decision from your immediate supervisor, you are encouraged to report your claim to the next level of management or to Molly Weiss at 952-417-8355.Reporting ClaimsWe encourage employees to report a claim when concerned about policy violations, discriminatory treatment or any type of unethical or illegal treatment or when they have witnessed such treatment to others. Employees should report complaints promptly to their immediate supervisor, their supervisor’s manager, or to Molly Weiss at 952-417-8355.Once an employee discloses information to management and/or Human Resources stating a complaint regarding but not limited to, sexual harassment, discriminatory harassment or a concern of retaliation he/she will be considered to have filed an internal complaint and will proceed to the investigation process.Investigation ProcessAll complaints and/or allegations will be promptly investigated. Once a complaint is received by a member of management they need to immediately notify Molly Weiss at 952-417-8355 that a complaint has been received and to discuss an investigative plan that may include some or all of the following:Ensure Confidentiality - AP will protect the confidentiality of employee claims to the best of its ability. At the same time, AP must conduct a prompt and an effective investigation. Therefore, it may not be possible to keep all information gathered in the initial complaint, such as interviews and records, completely confidential. To conduct an effective investigation, some information will be revealed to the accused and potential witnesses, but information will be shared only on a ”need to know” basis.Affirmative Action Programs page 42 Provide Interim Protection - In some cases, separating the alleged victim from the accused may be necessary to guard against continued harassment or retaliation. Actions may include a schedule change, temporary or permanent transfer or (paid) leave of absence, etc. Investigation Plan - HR will inform all parties involved of the need for an investigation and explain the investigation process which may include an outline of the issue, a witness list, sources for information and evidence, and planned interview questions targeted to elicit crucial information and details while conducting interviews. If required due to the nature of the investigation, HR may utilize an outside investigator to ensure an unbiased review. Make a Decision — Once the interviews are conducted, all information will be reviewed and evaluated for a formal decision of next steps. Based on the findings of the investigation appropriate corrective and disciplinary action will be taken. AP will notify both the employee that raised the complaint and the accused of the outcome while reminding all parties to preserve confidentiality as appropriate. Document and Close - A summary of the fact-finding information will be written and submitted to appropriate levels of upper management on a need to know basis. APPENDICES TO FOLLOW Affirmative Action Programs L-1 4873-0550-7927\1 Exhibit L Form of Equity and Inclusion Report Equity and Inclusion Report ([7200][7250] France Avenue) Project Name & Address: [7200][7250] France Avenue, Edina, Minnesota – [Phase 1] [Phase 2] Minimum Improvements Developer: 7250 France Group, LLC General Contractor: A&P Construction Construction Trade Total Hours Worked Hours Worked by Under-Represented Groups % Names of Employers BIPOC Men BIPOC Women Non-BIPOC Women Demolition __% Grading/Excavation __% Carpentry __% Concrete __% Masonry __% Electrical __% Plumbing __% Glass & Glazing __% Painting & Finishes __% Site Work __% Other __% Total __% NA BIPOC includes workers whose ethnicity includes black, indigenous and other people of color Target Actual Good Faith Efforts made? Goal Achieved L-2 4873-0550-7927\1 % Hours worked by BIPOC / minority workers (men and women combined) = 25% Yes or No Yes or No % Hours worked by women (BIPOC and Non-BIPOC combined) = 12% Yes or No Yes or No Summary of Certified* Women-Owned Business Enterprises Name of Business (common name and dba) City & State Description of Trade Value of Sub- Contract *Certified means any business entity that is formally recognized as a disadvantaged business entity (typically women-owned or minority-owned) by the State of Minnesota or other Minnesota-based entity. Summary of Certified* Minority-Owned Business Enterprises Name of Business (common name and dba) City & State Description of Trade Value of Sub- Contract *Certified means any business entity that is formally recognized as a disadvantaged business entity (typically women-owned or minority-owned) by the State of Minnesota or other Minnesota-based entity. Total Cost of General Contractor and Subcontracted Work: Total Subcontracted Work awarded to certified MBEs Total Subcontracted Work awarded to certified WBEs Combined total: $ _______ $ _______ $ _______ _______% Target Actual Good Faith Efforts made? Goal Achieved % Subcontracted Work awarded to MBE Na Yes or No Yes or No % Subcontracted Work awarded to WBE Na Yes or No Yes or No L-3 4873-0550-7927\1 Total % Subcontracted Work awarded to MBE and WBE 15% Yes or No Yes or No L-4 4873-0550-7927\1 Pursuant to and in accordance with Section 4.9 of that certain Redevelopment Agreement dated April 18, 2023 by and among the City of Edina, Minnesota, a Minnesota statutory city (the “City”), the Housing and Redevelopment Authority of Edina, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Authority”), and 7250 France Group, LLC, a Minnesota limited liability company (“Developer”), Developer hereby represents, warrants, and certifies to the City and the Authority that the information provide in or connection with this report is true and correct in all material respects. DEVELOPER: 7250 FRANCE GROUP, LLC, a Minnesota limited liability company By: _________________________________________ Name: _______________________________________ Its: _________________________________________ Date: April 18, 2023 Agenda Item #: VIII.F. To:Mayor and City Council Item Type: Report / Recommendation From:Alisha McAndrews, Finance Director Item Activity: Subject:Ordinance No. 2023-04: Amending City Code Chapter 2, Setting Water Fee for 2023 Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Approve Ordinance No. 2023-04 amending City Code Chapter 2, Section 2-724 Schedule A, Setting the Multifamily Water Fee for 2023 and grant first reading. INTRODUCTION: On December 20, 2022, Council adopted Ordinance No. 2022-20, which set the schedule of fees and charges for 2023. T he schedule of fees included changes to Chapter 28 - Utilities to implement the recommendations from the utility rate study initiated by the City and conducted by the City's financial advisor, Ehlers. The changes are intended to meet the goals of promoting water conservation, paying for reinvestment in the aging utility system and expanding system capacity, and making water and sewer more affordable for lower volume consumers. The rate study included setting a new multifamily water fee of $3.62 for all water consumption; however, this fee was erroneously missed from Ordinance 2022-20. By approving Ordinance 2023-04, multifamily properties will be charged $3.62 per 1,000 gallons of water consumed instead of paying based on the 2022 tiered rate structure. The rate study also recommends all property types are charged the same rate structure for sanitary sewer, which is based upon water usage. It is the lesser of the winter quarter (November 1 to March 1) or actual usage, but no less than the new minimum of 8,000 gallons. The fee is $6.86 per 1,000 gallons of water consumed. The attached ordinance cleans up the language to make this clear. ATTACHMENTS: Description Ordinance No. 2023-04: Amending City Code Chapter 2, Setting Water Fee for 2023 ORDINANCE NO. 2023-04 AN ORDINANCE AMENDING CHAPTER 2 OF THE EDINA CITY CODE THE CITY COUNCIL OF THE CITY OF EDINA ORDAINS: Section 1. Only the following described fees of Schedule A to City Code Chapter 2, Section 2-724 are amended to read as follows: Section 2. The effective date of this Ordinance shall be January 1, 2023. First Reading: April 18, 2023 Second Reading: Published: Attest ______________________________ _______________________________ Sharon Allison, City Clerk James B. Hovland, Mayor PLEASE PUBLISH IN THE EDINA SUN CURRENT _______________ SEND ONE AFFIDAVIT OF PUBLICATION BILL TO EDINA CITY CLERK Chapter and Section Purpose of Fee/Charge Sewer Service: $75.60 Per quarter to and including 12,000 gallons $54.88 Per quarter to and including 8,000 gallons $6.30 Per 1,000 gallons used, whichever is greater $6.86 Per 1,000 gallons used, whichever is greater $68.05 Per quarter for each unit over four; or $54.88 Per quarter to and including 8,000 gallons $6.30 Per 1,000 gallons used, whichever is greater $6.86 Per 1,000 gallons used, whichever is greater $75.60 Per water meter or approved sewage metering device on premises; or $54.88 Per water meter or approved sewage metering device on premises; or $6.30 Per 1,000 gallons of water used during the quarter, whichever is greater $6.86 Per 1,000 gallons used during the quarter, whichever is greater Water Service: $2.71 Up to 26,000 gallons $3.62 All usage $3.60 26,001 to 49,000 gallons $5.63 Over 49,000 gallons Proposed 2023 Fee2022 Fee 1. For multifamily buildings and per 1,000 gallons for areas of city, except in the Morningside area. Chapter 28 1. Single-family, townhouses, two-family dwellings, apartment buildings containing four or less dwelling units 2. Multifamily, apartment buildings with more than four dwelling units 3. Commercial and industrial buildings, including schools and churches Based upon water usage during winter quarter (November 1 to March 1) Based upon water usage, the lesser of winter quarter (November 1 to March 1) or actual usage, but no less than 8,000 gallons 28-43(b) Date: April 18, 2023 Agenda Item #: VIII.G. To:Mayor and City Council Item Type: Report / Recommendation From:Emily Bodeker, Assistant City Planner Item Activity: Subject:Resolution No. 2023-20: Certificate of Appropriateness Appeal, 4630 Drexel Avenue Action CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: Uphold the Heritage P reservation Commission (HPC) recommendation and adopt Resolution No. 2023-20 denying the appeal of an amended Certificate of Appropriateness (COA). INTRODUCTION: Scott Busyn, the applicant, is appealing the denial of an amended COA by the HPC. The proposed COA amendment was for approval of the rebuilt chimney (as the chimney is built today) without the previously approved stone detailing. The HPC heard the amendment request at their January 9, 2023, meeting and denied the amendment. The public hearing comments closed on Monday, April 10 at noon. An option for upholding the appeal and approving the request is also included. ATTACHMENTS: Description Resolution No. 2023-20: Denying COA Appeal Resolution No. 2023-20: Approving COA Appeal Applicant Appeal Letter January 9, 2023 COA Amendment Submittal, Staff Report, Consultant Memo, Minutes June 14, 2022 COA Amendment Rebuilt Chimney-Applicant Submittal, Minutes Site Location Map Better Together Public Hearing Comment Report Staff Presentation Drexel Appeal Mtg 2 Staff Presentation HPC Presentation RESOLUTION NO. 2023-20 DENYING AN AMENDED CERTIFICATE OF APPROPRIATENESS REQUEST TO APPROVE THE REBUILT CHIMNEY WITHOUT THE PREVIOUSLY APPROVED STONE DETAILING AT 4630 DREXEL AVENUE BE IT RESOLVED by the City Council of the City of Edina, Minnesota, as follows: Section 1. BACKGROUND. 1.01 Scott Busyn, Great Neighborhood Homes, Inc. is requesting an amendment to a previously approved certificate of appropriateness amendment to eliminate decorative stone detailing around the chimney at 4630 Drexel Avenue. The originally approved certificate of appropriateness amendment included the decorative stone detailing on the rebuilt chimney. 1.02 On, January 9, 2023, the Heritage Preservation Commission held a meeting and denied the COA amendment request. Vote: 7 Ayes 0 Nay. 1.03 The Heritage Preservation Commission decision was appealed to the City Council on January 19, 2023. 1.04 The property is legally described as follows: LOT 16, BLOCK 7, COUNTRY CLUB FAIRWAY SECTION, HENNEPIN COUNTY, MINNESOTA. 1.05 On April 4, 2023, the City Council held a public hearing. Section 2. FINDINGS 2.01 Denial is based on the following findings: 1. The original chimney on the home at 4630 Drexel Avenue had the decorative stone element and the chimney had to be rebuilt due to structural issues and for safety reasons. 2. The decorative stone element of the chimney was shown on the approved plans and was discussed specifically with the certificate of appropriateness amendment approval for the rebuilt chimney in June 2022. 3. The decorative stone element was on the original chimney and therefore should be constructed to match, as originally proposed by the applicant. Section 3. DENIAL NOW THEREFORE, it is hereby resolved by the City Council of the City of Edina, denies the appeal of the decision of the heritage preservation commission on certificate of appropriateness amendment at 4630 Drexel Avenue based on the findings above. RESOLUTION NO. 2023-20 Page 2 Adopted by the City Council of the City of Edina, Minnesota, on April 18, 2023. ATTEST: City Clerk Mayor STATE OF MINNESOTA ) COUNTY OF HENNEPIN )SS CITY OF EDINA ) CERTIFICATE OF CITY CLERK I, the undersigned duly appointed and acting City Clerk for the City of Edina do hereby certify that the attached and foregoing Resolution was duly adopted by the Edina City Council at its Regular Meeting of April 18, 2023, and as recorded in the Minutes of said Regular Meeting. WITNESS my hand and seal of said City this ____ day of __________________, 2023. _________________________________ City Clerk RESOLUTION NO. 2023-20 APPROVING AN APPEAL OF AMENDED CERTIFICATE OF APPROPRIATENESS REQUEST, APPROVING THE REBUILT CHIMNEY WITHOUT THE PREVIOUSLY APPROVED STONE DETAILING AT 4630 DREXEL AVENUE BE IT RESOLVED by the City Council of the City of Edina, Minnesota, as follows: Section 1. BACKGROUND. 1.01 Scott Busyn, Great Neighborhood Homes, Inc. is requesting an amendment to a previously approved certificate of appropriateness amendment to eliminate decorative stone detailing around the chimney at 4630 Drexel Avenue. The originally approved certificate of appropriateness amendment included the decorative stone detailing on the rebuilt chimney. 1.02 On, January 9, 2023, the Heritage Preservation Commission held a meeting and denied the COA amendment request. Vote: 7 Ayes 0 Nay. 1.03 The Heritage Preservation Commission decision was appealed to the City Council on January 19, 2023. 1.04 The property is legally described as follows: LOT 16, BLOCK 7, COUNTRY CLUB FAIRWAY SECTION, HENNEPIN COUNTY, MINNESOTA. 1.05 On April 4, 2023, the City Council held a public hearing. Section 2. FINDINGS 2.01 Approval of the appeal is based on the following findings: 1. The absence of the stonework detailing does not represent a substantial façade alteration and minor changes in detail are allowed by the standards of rehabilitation. 2. The chimney, as built, meets the Secretary of the Interior’s Standards of Rehabilitation and the Country Club Plan of Treatment. 3. The rebuilt chimney is an appropriate example of rehabilitation in the Country Club District. 4. The rebuilt chimney is built to the same dimensions, shape, size, and materials as the original chimney that was demolished. RESOLUTION NO. 2023-20 Page 2 Section 3. APPROVAL NOW THEREFORE, it is hereby resolved by the City Council of the City of Edina, approves the appeal of the decision of the heritage preservation commission on certificate of appropriateness amendment at 4630 Drexel Avenue based on the findings above. Adopted by the City Council of the City of Edina, Minnesota, on April 18, 2023. ATTEST: City Clerk Mayor STATE OF MINNESOTA ) COUNTY OF HENNEPIN )SS CITY OF EDINA ) CERTIFICATE OF CITY CLERK I, the undersigned duly appointed and acting City Clerk for the City of Edina do hereby certify that the attached and foregoing Resolution was duly adopted by the Edina City Council at its Regular Meeting of April 18, 2023, and as recorded in the Minutes of said Regular Meeting. WITNESS my hand and seal of said City this ____ day of __________________, 2023. _________________________________ City Clerk March 29, 2023 Edina City Council 4801 W. 50th St. Edina, MN 55424 Dear Mayor and City Council, I am writing you to request that you approve the amended COA for 4630 Drexel Avenue to not install the faux fireplace detail on the chimney. We requested that the HPC approve this amendment to the COA at the 1/9/23 HPC meeting per the attached submittal. The homeowner, Mr. David Petrocchi, liked how the chimney looked as built without the stone surround as it is a clean look and consistent with the historic character of other Spanish Colonial chimneys in the neighborhood. Here is the completed project: As a nearby resident and longtime builder in the neighborhood, I agree with his assessment. The original faux fireplace was poorly executed, damaged by lack of maintenance, and was painted over by the previous homeowner. We cannot find white stones from our stone supplier and do not want to use painted stones on a newly renovated home. Here Is the original chimney: After the COA amendment was denied by the HPC, we decided to appeal the decision based on the following reasons: 1. The project at 4630 Drexel as built meets the POT and the Secretary of Interior Standards. Per the 1/2/23 memo from Consultant Robert Vogel to the HPC: “As built, the project meets the Secretary of the Interior’s standards for rehabilitation, which are the required basis for COA design review. While the exterior chimney is considered architectural character-defining feature of the house, the presence or absence of the outdoor fireplace does not represent a substantial façade alteration—these kinds of minor changes are allowed by the standards for rehabilitation and are not discussed in the district plan of treatment. My recommendation is to approve the project as built, with a note to the COA file documenting the fact that the fireplace described in the plans submitted with the COA application was not built.” In fact, removal of siding is allowed by the Plan of Treatment. Removal of this stone siding detail would not require a COA if it was being done by a homeowner on their own. 2. Similar and more dramatic changes from the original COA on two other recently completed homes were allowed by the HPC at the same 1/9/23 meeting. 4510 Sunnyside Proposed Elevation: 4510 Sunnyside As Built approved by HPC (dormer change) 4604 Browndale Proposed 4604 Browndale As Built Approved by the HPC (no stone surround on door from original home) For the record, I have no issues or complaints about these other homes. They are beautifully done and fit the neighborhood. 3. What is going on with the 4630 Drexel property leaves the inference the HPC is violating our equal protection rights. We believe certain member(s) of the HPC hold bias against our company and practiced selective complaints/enforcement of the POT on 4630 Drexel vs other projects in the District. The deviations on other properties should have been caught during the final inspection whether a complaint was made or not. Selective enforcement based upon the presence of a single complaint is arbitrary and capricious For these reasons, we are asking for you to please approve the amended COA for 4630 Drexel. Thank you for your consideration, Scott Busyn Great Neighborhood Homes Cc: David Petrocchi Petrocchi Residence 4630 Drexel Avenue December 9th, 2022 Dear Heritage Preservation Commission, We are requesting the approval of a certificate of appropriateness for the home as completed at 4630 Drexel Avenue without the stone fireplace surround on the chimney. As long time residents and builder/remodeler of homes in the District, we appreciate the importance of maintaining the historic character of the neighborhood. We have successfully worked with the HPC on 8 projects in the District without any issues. Here are examples of our work in the neighborhood: 4615 Wooddale 4620 Moorland 4505 Arden The renovation of 4630 Drexel Avenue maintained the importance form elements and street facing facades of the original home. These elements include the original roof on the main body of the home, the façade facing Country Club Road, and the façade facing Drexel Avenue. The addition elements maintain the matching roof pitch, stucco elements, and barrel tile roof. I agree we did not install the fake fireplace stones on the chimney facing Country Club Road. We were unsure they were required since the fireplace insert was not approved. In reading the HPC motion again, I do see the COA was approved with the requirement of the stone surround on the fake fireplace. In addition, the original chimney stones were painted white (actually the entire house stucco as painted white). We can not find white stones and do not want to use painted stones on a newly renovated home. The homeowner liked how the chimney looked without the stone surround as it is a clean look and consistent with the historic character of other Spanish Colonial chimneys in the neighborhood. The chimney is located on his outside terrace. The lower portion of chimney is obscured by his terrace furniture and will eventually be completely hidden once the arborvitae grow in. Here are other similar chimneys on Spanish Colonial Homes in the neighborhood that show a similar chimney without a fake fireplace. These similar homes show that our chimney reflects the character of the neighborhood in architectural form and finish. Thank you for considering this request. Scott Busyn Great Neighborhood Homes January 9, 2023 Heritage Preservation Commission Emily Bodeker, Assistant City Planner Amendment to COA H-20-6, 4630 Drexel Avenue, As-built Elevations, Changes to Rebuilt Chimney Information / Background: The subject property, 4630 Drexel Avenue is located on the northwest corner of Drexel Avenue and Country Club Road. The home built in 1924 is a Mediterranean style. A certificate of appropriateness for the project at 4630 Drexel Avenue was approved September 8, 2020. One of the conditions of the original COA was that asphalt shingles were not an allowable roofing material. At that time, the applicant was agreeable to that condition. The original COA listed Brava Tile, Decra Tile or Clay Tile as options for the approved roofing material. The property owner requested an amendment to the original COA June 2022 for a change in the approved roofing materials and the rebuilding of the original chimney that needed to come down for safety reasons. The HPC denied the change in roofing materials and approved the reconstruction of the chimney without the addition of an exterior gas fireplace insert. The approved chimney was to be finished in stucco and stone fireplace surround per the schematic to match the original structure. Staff inspected the site when a final inspection was requested by the permit holder and staff received complaints of the project not being completed and notified the permit holder that the following items were outstanding: • Fireplace stone detailing • Garage doors needed painting The contractor notified staff that the garage doors will be painted when the weather permits. The property owner and applicant’s request is for the HPC to approve a COA amendment to the original COA approving the changes to the rebuilt fireplace and approving the fireplace without stone detailing, as it is currently built today. STAFF REPORT Page 2 Primary Issue: The Heritage Preservation Commission is asked to review the applicants request-reviewing the chimney as it is built today, without the stone detailing. The objective of the Country Club Landmark District is preservation of the existing historic house facades and streetscapes. The city has adopted the Secretary of the Interior’s standards for rehabilitation when reviewing certificate of appropriateness applications. The secretary of the interior defines preservation as the act or process of applying measures necessary to sustain the existing form, integrity, and materials of an historic property. The secretary of the interior defines rehabilitation as the act or process of making possible a compatible use for a property through repair, alterations, and additions while preserving those portions or features which convey its historical, cultural, or architectural values. Staff believes the following standards of rehabilitation are pertinent to the review of the amendment to COA H-20-6: • Distinctive features, finishes, and construction techniques or examples of craftsmanship that characterize a historic property shall be preserved. • Deteriorated historic features shall be repaired rather than replaced. Where the severity of deterioration requires replacement of a distinctive feature, the new feature shall match the old in design, color, texture, and other visual qualities and, where possible, materials. Replacement of missing features shall be substantiated by documentary, physical, or pictorial evidence. • New additions and adjacent or related new construction shall be undertaken in such a manner that if removed in the future, the essential form and integrity of the historic property and its environment would be unimpaired. Preservation Consultant Vogel reviewed the application and has written a memo that is attached in the heritage preservation commission packet. Consultant Vogel notes that in his opinion, the project meets the Secretary of the Interior’s standards for rehabilitation. While the exterior chimney is considered an architectural character defining feature of the house, the presence or absence of the outdoor fireplace (stone detailing) does not represent a substantial façade alteration-and this kind of minor change is allowed by the standards of rehabilitation. Staff Recommendation & Findings: Staff recommends approval of the amendment to COA H-20-6 approving the chimney as it is built today, without the stone detailing as shown on the COA elevations approved with the rebuilt chimney. STAFF REPORT Page 3 Approval is based on the following findings: 1. The absence of the stonework detailing does not represent a substantial façade alteration and minor changes in detail are allowed by the standards for rehabilitation. 2. The chimney, as built, meets the Secretary of the Interior’s standards for rehabilitation. Page 1 of 1 MEMORANDUM TO: Emily Bodeker, Assistant City Planner FROM: Robert Vogel, Preservation Planning Consultant DATE: January 2, 2023 SUBJECT: Amendment to COA for 4630 Drexel Avenue I have reviewed the information provided by the applicant regarding final approval of the project as built (specifically the omission of the outdoor fireplace at the base of the chimney, as shown on the plans submitted with the COA approved by the HPC). As built, the project meets the Secretary of the Interior’s standards for rehabilitation, which are the required basis for COA design review. While the exterior chimney is considered architectural character-defining feature of the house, the presence or absence of the outdoor fireplace does not represent a substantial façade alteration—these kinds of minor changes are allowed by the standards for rehabilitation and are not discussed in the district plan of treatment. My recommendation is to approve the project as built, with a note to the COA file documenting the fact that the fireplace described in the plans submitted with the COA application was not built. 4630 Drexel Ave Edina, Hennepin, MetroGIS, © WSB & Associates 2013 January 5, 2023 0 50 10025 ft 0 10 205 m 1:394 Draft Minutes☐ Approved Minutes☒ Approved Date: 2/13/23 Minutes City of Edina, Minnesota Heritage Preservation Commission Monday, January 9, 2023 I. Call to Order Chair Schilling called the meeting to order at 7:04 p.m. II. Roll Call Answering roll call were Chair Schilling, Commissioners Cundy, Everson, Nymo, Hassenstab, Pollock, Kmetz-Sheehy, and student member Varadhan and Maheshwari. Staff present: HPC Staff Liaison Emily Bodeker III. Approval of Meeting Agenda Motion made by Cundy, seconded by Kmetz-Sheehy, to approve the meeting agenda moving item C under Reports/Recommendations to item A. All voted aye. The motion carried. IV. Approval of Meeting Minutes Motion made by Cundy, seconded Nymo, to approve the December 13, 2022, meeting minutes. All voted aye. The motion carried. V. Community Comment: None VI. Reports/Recommendations A. H-23-1: 4909 Bruce Avenue- New Detached Garage Liaison Bodeker gave background information on the house and the COA request made for the new detached garage that was denied by the Commission in December. The homeowner gave overview of changes that were made to the COA from the original COA request from December. Commissioners Nymo and Cundy discussed that both designs would be outliers to the aesthetic of the neighborhood, specifically the roof form. The Commission discussed the height of the dormers, roof form, and consistency and asked questions of staff relating to Robert Vogel’s opinion on the requested COA. Commissioner Hassenstab recommended a design review session to review and determine sketch plans. Draft Minutes☐ Approved Minutes☒ Approved Date: 2/13/23 Motion made by Cundy, seconded by Hassenstab, to continue this COA to February’s agenda. All voted aye. The motion carried. B. H-19-3: 4604 Browndale Ave COA Amendment Liaison Bodeker updated on the COA request that was approved by the Commission in May 2019 and explained the amendment to the original COA. The Commission discussed the As-Built elevations of the property and asked questions of staff relating to open permits, façade, and rubric. Commissioner Cundy discussed precedents in place to uphold COA requests. Motion made by Kmetz-Sheehy, seconded by Pollock, to approve the COA amendment as submitted. Commissioners Everson, Hassenstab, Pollock, and Kmetz-Sheehy voted aye. Commissioner Cundy and Schilling voted nay. Commissioner Nymo abstained. The motion carried. C. H-20-8: 4510 Sunnyside Road COA Amendment Liaison Bodeker gave an update on the property and the existing COA that was approved by the Commission in October 2020. Liaison Bodeker updated that the as-built elevations do not match the approved elevations from the original COA. Motion made by Nymo, seconded by Kmetz-Sheehy, to approve the COA amendment as submitted. All voted aye. The motion carried. D. H-20-6: 4630 Drexel Ave COA Amendment Liaison Bodeker gave background information on the property and the COA request that was approved by the Commission in September 2020. Liaison Bodeker updated that there were complaints received concerning garage doors, stonework, and reconstruction of the chimney at the final inspection. The Commission discussed materiality, street-facing façade, stonework on the chimney and asked questions of staff relating to why the stonework not included, Motion made by Cundy, seconded by Hassenstab, to deny the COA amendment as submitted. All voted aye. The motion carried. VII. Chair and Member Comments: Chair Shilling discussed conversations with St. Steven’s Church concerning landmark designation. VIII. Staff Comments: Draft Minutes☐ Approved Minutes☒ Approved Date: 2/13/23 Liaison Bodeker stated that there are 3 volunteers needed for City Code and Plan of Treatment Work Plan sub-committee. Commissioner Lonnquist would like to stay on the sub-committee. Commissioner Pollock and Cundy volunteered to join sub-committee. Liaison Bodeker updated that the next HPC meeting will take place on Monday, February 13, 2023, at 7:00pm. IX. Adjournment Motion made by Cundy, seconded by Hassenstab, to adjourn the meeting at 9:37 pm. All voted aye. The motion carried. Respectfully submitted, Emily Bodeker APO C cAA Sub vn itedt Scott Busyn Great Neighborhood Homes, Inc. 3939 West 50th Street, Suite 103A Edina, MN 55424 May 4, 2022 Heritage Preservation Commission c/o Emily Bodeker — Assistant City Planner City of Edina 4801 West 50th Street Edina, MN 55424 Subject: Deteriorated Chimney at 4630 Drexel Avenue Thank you to Chief Building Official Dave Fisher and yourself for meeting us at the 4630 Drexel Avenue job site to review the existing chimney. Recapping our discussion, we pointed out to you and Dave that the existing chimney was structurally unstable due to decades of water intrusion from the top of the chimney and improper flashing. We pointed out that the structural brick was mushy and crumbly throughout the chimney structure. There were also structural cracks throughout the chimney. One of our workers stated he could move the chimney by leaning on it while working on the roof. Dave Fisher inspected the chimney and ruled that the chimney was structurally unsafe and should be removed due to it being a hazard. I attached photos of the deterioration as well as an inspection report from the mid-1980s (source Edina Historical House Record Card) that that basement had a "Severe, very noticeable water problem, very frightening to a prospective buyer." The inspection report also stated the windows had "some rotted wood." Dave Fisher also stated at the meeting that he would be issuing a recap of his observations. Our plans are to rebuild the chimney to the exact measurements per the attached schematic drafted by DFP Planning and Design (attached). The chimney will be reconstructed with framing materials and finished with stucco and stone fireplace surround per the schematic to match the original structure. The homeowner will be installing an exterior gas fireplace in the location of the fireplace surround as this area will be landscaped as an exterior terrace per the survey. The homeowner will also be planting trees to create privacy for the terrace. Obviously, removing and rebuilding this chimney creates significant unintended costs for the homeowner. The intent of replacing the chimney is to create a safe and functional structure while making a compatible use of the chimney that meets the objectives of Edina's Historic Country Club District Plan of Treatment. Please let me know if you have any questions. Thank you. Cc: Dave Fisher — Chief Building Official SECOND FLOOR CEIL. STD. WINDOW & DOOR HT. TZ3 SECOND FLOOR lir ft FIRST FLOOR CEIL. ii wr i TP STD. WINDOW & DR. RT. KC sum/ — lb- 0 Inumr_ A immuli MEW r el, iii,. . m I I i : FIRST FLOOR BASEMENT CEIL. -H 5ID.E•,DETAILr arxs. FRONT DETAIL Alopopv ez1 c,v\ or•Av`-c/1., ckvA tag age: 05- C9 Zrr 11 yt 0: 24•• IL <4. 6 DO a 0. 02 00 City of Edina MATERIALS, DUMPSTERS AAA rAmmz AND PORTABLE TOILETS neon., MAI SHALL NOT BE STORED IN 7 • .., grak A A ,„,,,,,„,, i mu. la • smut 00213, •—• 1••••M mmemenooms. Lama MI • . N.......EIMPAAS 12.......51OPMIIKBO RIGHT-OF-WAY THE Ei- MR 202.,214 I MB Coe ROM yorr 11212 WV O) “.2. 4,x2,2222 • ri....*.' trarr. nose vow' ••••• - .---. _.41:11.---2., irp.- ,..4 ••••••br tx24.• THIS PLAN MUST BE ,..-1111... 4, un • 12 ra MAT We , -3-7 4t %..., 62r 2 MAINTAINED AND FA ACCESSIBLE ON THE I Ili MEM ' "---- ii c NIB in MS •E 4 . EN 1: maw II n NE lo I 1 .... :: ,.. 12221.1.22 2100....... ii :: .... :: :: ._ All. NM MO— ; ' ti" 411 W CONSTRUCTION SITE 11111111111 111111111 11 11111111111 —Mr MO ma I L.', 4. 1111111111111111111 Cuff .. .. . In 4 il .111 III I Iiii fl ...... ii ii ...... n .. .• .. .. .. .. •• En •• MI MIII VI n DM tilt# et:zog < LL • _^::111-1111 I:jail/ YTt2....01 0.22.0 V rumumo LEFT Pew Ima tm• ELEVATION Am. CUB, MK. — CONCO 10 20.2220 PA .2. MOM VS.. Val REAR MO COOR OM ELEVATION cm.1 1111 In , 111,01 MOT. OT21.0.2L...... a ....5 MOO OC4L,1/2. • 1...r ....• .2. MOM MO 0001111.14 rl..2 ST n,,,.. MX,. T r61.22 CAP RIGHT ELEVATION 1 MINIMUM REQUIRED ATTIC VENTILATION ../712,22 vorr l'\ 11.-ocamx MI ...K..' • J'm Eos INg ---......--....------... IMOD OF HORIZONTAL PROJECTION OF ROOF FRAME New ROOM PITCH il STATE ELECTRICAL INSPECTOR ARTA -IT TORE IN . a PEAK To MATCH EXISTING & .t John Dmmrsso, .r.121200•1717. ' ,,R RIDGE __— Ei% 76340S-5015 FA-F 71s3mmIAMIarn A • • 2,2 tr-LC 211.2) 11,04.err.'I II IIIITL _ --. ; !g SCPARATE PM. REQ.. Of • ... rur Ram Mr) -- '''''' 14 ,....... "...... I, IMMO FLOM CM • • OX A.. ---ree SW. ••10o• . p .m, , II II i Star II IN - II DEO. :-. 11 11 II MI II ,—,..-- 1111 — a mm. MN II MON SAM IL ARAM ANAT 1,204 emote NO.224 VTOL) 82,2001.1.0121 U---- 'qgsikii :ora. I ----- . 1.120,20012 MIL ..1 .....------ ........-2...:....-- .,..----',..„ .-........Th ..1 ME .. ............., r . li MOWN • OR i• ME ME ME „„„„„„„„,„,„„, .• .... IV. =1.1•OT r.4 r— rr- tot r_________T 00.4[212 Lel 0 WV DAMES, 1171 Z . II I 1 " Minimum cumnistIng -I" high, building 'V..... as RMA FRONT ELEVATION MAI c•T4 Q_ I II 6 nece ea, address visl We frum numbers, the sheet 242.1/4. • ILO. 3 m,m rt *i 111,11111111111111111M lull .g. MCI ulrud on the building Pgriir'',71-. oar. wee pamAseM ;4 .4 Cr] CON 2.2.1.2. ..........,....... TOTAL 1:4 an IKERATMEIM,Ml --qz 1e•12.2151,1•2020.1 Il , 6., 13111 1. .. It. C.) .4 .01•122/31,240 IRE ArPROXILKIe NV sm re. , ill -4" ..-.1 I MEI '-.7: it prim. C:) c3z 1:4 cog' tall'11 2.241/07 TO .1. ,,,,,....,,,,,, ''' Pa EI AllII r•T4 11 11 .40 P4I 5RACKET DETAILS EXTERIOR NOTES I n , ..... In. • MOO12~21 MA.MIINI umr, WS OW .......5•17-21 • 2.16.02IT 1,22124> TO 2C NOTI212212 ISMS. OT OWNS Y111.11.11/11- ‘2•12/22002 • QT2,2912 SW. me. TO WAIT 124T SI22.2.0 /VOW 124 TY Required follow to approved Certificate JP-1321.2111- .7,...,2, 111172•21120 FIRM 10 MOM. • CAPP.T12.1 TO FUSIN ALL 21121.221.11.2100212 It MOP MO SI 4 RC 222.210 WOO .,,,.. --- of Appropriateness. .1•112•11 EV aft 02241122001TO J.12,2(TY 1.13TI, 2.411110 I.024 ••0240 •4 'TR' 1/201 VW= • 0.12 EY. OW • OM •... Can not remove more than 50% of • 0111.202 TO MYR •122.24 WM LIOTIOIN2112.T202 -4,Ta", — —.--t— --.. exterior walls • r“ • •1420• Ira. 111.111”12222KAL OCITI 01 WM TIMM U. ....,• ., ,,,,, ,,,,, ,,, ,,,,,,,, ,..2,2,,,, • WO. 26.2 04420G MORS Changes, revisions or deviations from approved must be plans am FST FINMNINd NMIMB amAirosmas PX01112/...5T01 OW 11122045 21.1[AT WOK 13.000 WINDOW DETAILS submitted to and approved by the COM PM • acf.114.311 OAK. • 421.0112210T. 1......1.12221/0119 0211.1212C • new, V/ KIM : r..Zresar. aor use 21..L.2.1/7. • 1.-0. Z City before proposed work occrs. Failure to do so may result In enforcement action 2214= ilea BRIM.*Ram Draft Minutes Approved Minutes Approved Date: 7/121 Minutes City of Edina, Minnesota Heritage Preservation Commission Tuesday, June 14, 2022 I. Call to Order Chair Schilling called the meeting to order at 7:06 p.m. II. Roll Call Answering roll call were Chair Schilling, Commissioners, Cundy, Nymo, Hassenstab, Lonnquist and student member Maheshwari. Commissioner Everson walked in at 7:08 pm. Staff present: HPC Staff Liaison Emily Bodeker, Preservation Consultant Robert Vogel, City Attorney Dave Kendall, an Building Official David Fisher III. Approval of Meeting Agenda Motion made by Nymo, seconded by Cundy to approve the meeting agenda moving item C to the f►rst item under reports and recommendation. All voted aye. The motion carried. IV. Approval of Meeting Minutes Motion made by Cundy, seconded Hassenstab to approve the May 10, 2022, meeting minutes. All voted aye. The motion carried. V. Community Comment: None VI. Reports/Recommendations C. COA: 4506 Sunnyside Road Liaison Bodeker introduced the COA request for the demolition of an existing attached garage, construction of a detached garage and two-story addition at 4506 Sunnyside Road. Motion made by Lonnquist, seconded by Nymo to approve the COA request for a new detached garage and addition to the front façade as submitted. All voted aye. A. Update to COA H-20-6: 4630 Drexel Avenue, Changes to Building Material and Replacement of Chimney Draft Minutes Approved Minutes Approved Date: 7/I2/' Liaison Bodeker introduced the roofing material and chimney reconstruction requests. The property owner and contractor were in attendance to answer questions. Motion made by Hassenstab, seconded by Nymo to separate the actions outlined in the staff report. Taking separate action on the request for the roofing material and the chimney. All voted aye. The motion passed. Motion by Lonnquist, seconded by Hassenstab to deny the roofing material change request, allowing the original 3 materials as approved roofing material options. All voted aye. The motion carried. Motion made by Cundy, seconded by Lonnquist to approve the reconstruction of the chimney as presented by the applicant, without the approval of the exterior gas insert. All voted aye. The motion carried. B. COA: 4909 Sunnyside Road Liaison Bodeker introduced the COA request to for changes to a street facing facade associated with a remodel that include a front porch and dormers. The applicant, the architect, Ryan Fish, and property owners were in attendance. Motion made by Hassenstab, seconded by Nymo to approve the certificate of appropriateness request as submitted by the applicant. Commissioners Nymo, Hassenstab, Lonnquist, and Schilling voted aye. Commissioner Cundy voted No. Commissioner Everson recused himself. The motion passed. VII. Chair and Member Comments: Commissioner Cundy had questions for the City Attorney surrounding HPC processes, code and the Country Club plan of treatment. VIII. Staff Comments: Liaison Bodeker reminded the HPC of the upcoming June 21, 2022 work session with the city council. IX. Adjournment Motion made by Cundy seconded by Hassenstab to adjourn the meeting at 9:50 pm. All voted aye. The motion carried. Respectfully submitted, Emay Bacieker 4630 Drexel Ave Edina, Hennepin, MetroGIS, © WSB & Associates 2013 January 5, 2023 0 50 10025 ft 0 10 205 m 1:394 Project Report Better Together Edina 4630 Drexel Ave-Changes to the approved COA 05 January 23 Liz Olson AGREES 0 DISAGREES 2 REPLIES 0 28 February 23 Emily Bodeker AGREES 3 DISAGREES 0 REPLIES 0 09 March 23 Liz Olson AGREES 0 DISAGREES 2 REPLIES 0 Better Together Edina FORUM TOPIC 4630 Drexel Ave-Changes to the approved COA This is Kathy Haymaker at 4633 Drexel Ave. This request is how I feel about the stone detail on the chimney being left out and I am okay with that. I think the stone detail woul d actually hurt the way it looks. That's my impression and opinion and I wish you all a H appy New Year and a wonderful day. Thank you so much. (This voicemail was receive d 1/4/23 at 9:45AM and transcribed by City Staff) Hello this is Tracy Schaefer at 4627 Drexel Avenue responding to the letter I received t oday regarding the public hearing regarding the 4630 Drexel Avenue appeal of the Heri tage Preservation’s denial of the amendment regarding the rebuilt chimney without the previously approved stone detailing. Although the homeowner is a wonderful individual , Great Neighborhood homes is pushing the envelope again. They knew what needed t o be done when they submitted the plans and myself and other neighbors feel that the stone needs to be done. We’ve done remodeling and other neighbors in the neighborh ood have done remodeling and everyone else has to adhere to the preservation boards requirements. If it was not a requirement, it would not be a preservation district. So we would appreciate it if the appeal was denied again and the detailing needs to be put on the home. They’ve already, Great Neighborhood Homes has already been given too m uch leigh way and too many variances in other things. They know what is required whe n they entered these projects and they need to fulfill their end of the bargain and makin g sure that the home fits the neighborhood and without the stone it does not. The roof does not have the slate and there are many other things they have done where they ha ve gotten too much leigh way and someone needs to tell Great Neighborhood Homes t hey can’t continue to push the envelope in this neighborhood and in the City of Edina. Thank you. (This voicemail was received 2/28/23 at 10:22AM and transcribed by City S taff). Hi this is Cathy Haymaker at 4633 Drexel. You're asking for my input regarding the re-b uilt chimney and I am okay with the re-built chimney as it is today without the previousl y approved stone detailing. Thank you for asking for my input. I wish you all well have a good weekend. Take care. Bye bye. (This voicemail was received 3/4/23 at 10:16 A M and transcribed by City Staff) 15 March 23 BSD AGREES 2 DISAGREES 0 REPLIES 0 31 March 23 rwcmn2020 AGREES 3 DISAGREES 0 REPLIES 2 01 April 23 Jmbowlin AGREES 3 DISAGREES 0 REPLIES 1 02 April 23 rwcmn2020 AGREES 2 DISAGREES 0 REPLIES 0 Better Together Edina FORUM TOPIC 4630 Drexel Ave-Changes to the approved COA Please deny the appeal. I have recently read that this style of house with stark white p aint and black trim is often referred to as a "pandemic house." Black and white paints w ere easier to get during the supply chain issues of the pandemic. Some communities ar e even banning this style in new developments. This house on Drexel is now a conte mporary house. I'm not sure what the roof is made of but it doesn't look historic or vinta ge. We replaced red clay tiles with antique tiles. Hated spending the extra money but that was the promise we made when we bought the house. Many other residents hav e made similar sacrifices.I appreciate that it is hard to live in an older home. I also und erstand that sometimes architects and builders aren't honest with the owners and are d isrespectful of the historical aspects of the house even though they say they will be. I a lso fully appreciate that there is a need to make sure older homes are healthy for the re sidents and the surrounding neighbors. This seems like somebody just wants a conte mporary style home.The horse has been let out of the barn as they say. Another Great Neighborhood Homes project. Another violated COA. Another property t hat no longer contributes to the historic integrity of the neighborhood. GNH - in their ow n words - says their specialty is tear downs in historic neighborhoods, admits they "pus h the envelope" and that they want their clients to be happier than the HPC (who is sim ply upholding the law). The result is that every home GNH has worked on in the District since 2006 has resulted in significant - if not total - historic character loss. Enough is e nough. The HPC has correctly identified GNH as a threat to the preservation of the Dis trict and is protecting this neighborhood from their predatory development practices. A nd with all due respect to these homeowners, the rule in the District is preservation by l aw, not preservation by preference. This property was put at risk by GNHs actions and this chimney is one of the last original elements that can tie it to its historic past. The H PC acted to ensure those elements are retained and Council should not only uphold th eir decision but commend them for doing so. Completely agree with above statement. If one builder is able to ignore permits and C OAs then let’s level the playing field and get rid of them all together. You've zeroed in on the key point: fundamental fairness. Allowing one bad actor to skirt the rules while other homeowners and developers follow them is fundamentally unfair. Imagine how many developers would be eager to tear down homes in the neighborhoo d if they knew they could get away with it?The challenge for the City - speaking to the l ast half of your comment - is that they cannot "un-discover" the District. In order to rem ove the rules the City would have to first remove the landmark. they'd have to go throug h a process - likely against the will of the majority of residents - to undo each of the heri tage designations (local, state and national) that have been granted to the District. Tha t will never happen (for a number of reasons). In the end, the City needs to embrace its role of upholding the laws and rules that are in place. And that means holding GNH acc ountable given that they seem unable or unwilling to comply like almost everyone else. 02 April 23 BSD AGREES 1 DISAGREES 0 REPLIES 1 02 April 23 rwcmn2020 AGREES 0 DISAGREES 0 REPLIES 1 02 April 23 BSD AGREES 0 DISAGREES 0 REPLIES 1 02 April 23 rwcmn2020 AGREES 0 DISAGREES 0 REPLIES 0 04 April 23 AMScoggin AGREES 1 DISAGREES 0 REPLIES 0 10 April 23 JenK AGREES 0 DISAGREES 0 REPLIES 0 Better Together Edina FORUM TOPIC 4630 Drexel Ave-Changes to the approved COA I agree completely. The original detailing of the fireplace chimney should be done. I als o think they should replace the roof .Clay tiles can be reclaimed and used again. Bricks can be reclaimed as well. Where did the original materials go? Resold? Landfill? What a waste.Rules are rules for a reason.Fine them! For what it’s worth - the HPC approved the roof material change as an accommodation for the corner lot. Had we required keeping the original material then - when entering th e neighborhood from the south via Wooddale - there would have potentially been two d ifferent materials visible (new material over the addition to the left and original material on the original portion to the right). We decided a consistent material would be better e specially given this location. I didn't know this. Thank you for the explanation. We ordered antique clay tiles to matc h the original so that it would look consistent. This changes how I feel about everythin g. Most homeowners - like you it sounds like - understand the significance of the historic designation and have no issue abiding by it. But the Districts existence is predicated on everyone following the rules so hopefully Council chooses to maintain the chimney det ailing so that this property doesn’t fall off of the list. I think the comments expressed by the homeowner at 4627 Drexel were well-stated an d I completely agree. GNH has made promise after promise with regard to the historica l details that would be preserved on the Drexel home, only to break them. As a resident of Arden Avenue, we are dreading what GNH has in store for us at 4633 Arden, which has been an eyesore for over two years now. My hope would be to work with the City to strengthen the building code and improve enforcement against builders who intentional ly allow homes to degrade so that they can essentially do a teardown. I really think it’s t ime to break this pattern of behavior through greater enforcement, and I think we can lo ok at other city building codes that do appear to require that homes be maintained agai nst the weather during the remodeling process. Thank you for the opportunity to comm ent. I too agree with the ongoing concern over GMH practices.How is this acceptable? To a sk for amendment/forgiveness after you ignore the requirement of historic standards/m aterials? Please deny the appeal. Robert Cundy 4521 Drexel Avenue April 10, 2023 Re: Appeal of the HPC Decision for 4630 Drexel Avenue Mayor and Members of Council, I would like to start by reminding Council that it is against state law for any person – which by statute includes any natural person or municipality - to take actions that pollute or impair or destroy historic resources within the state (Minnesota Environmental Rights Act) and that it is a “legitimate responsibility of City government” (Edina Comprehensive Plan) to protect the historic resources - the homes - within the Historic Country Club District. Further, while Council may be sensitive to the preferences of a single homeowner, the Country Club District is a protected public landmark that is collectively owned by almost six hundred homeowners. Every one of those homeowners has a responsibility to every other homeowner – and to every resident of Edina - to maintain the historic integrity of their property and, as a natural result, the historic integrity of the District as a whole. The rights of the community outweigh the preferences of any single homeowner. If an individual does not prefer preservation, they have the right to live elsewhere not the right to destroy the District or a portion of it. Further, while Council may be sensitive to appearing anti-business, it should consider that there are countless developers who would love to enjoy the profits GNH secures through their blatant disregard for the laws in this District. Those developers don’t mimic their tactics, yet at least, because they would expect consequences. It should also be noted that the HPC has been very effective in its role and that there is tremendous resident support for its work, as evidenced by the overwhelmingly one-sided feedback to Council. Finally, unless the HPC – a quasi-judicial body of the City – acted outside of its authority, ignored relevant facts and/or violated the Plan of Treatment, Council should be mindful of the precedence set by overturning its quasi- judicial decision simply because the applicant prefers a different outcome. This applicant has provided no substantiated evidence to suggest that any of the above is true, and to underscore that point I will address and disprove each of the points they raised during the public hearing. Authority Section 36-722 of Edina City Code reads as follows: To protect significant heritage resources, the Heritage Preservation Board shall [where shall is mandatory] review all applications for city permits for the following types of work in relation to a designated heritage landmark: demolition of any building or structure in whole or in part [or] new construction. No city permits for the types of work described […] will be issued without a certificate of appropriateness. The removal and replacement of surface material on a chimney – or removal and replacement of an entire chimney – would require demolition AND new construction, either one of which would require a permit. The City website for permit applications, in fact, lists Residential Masonry Fireplace as a distinct permit type in addition to Residential Siding. As such, COA approval by the HPC is legally required for the work in question. The applicant’s statement – inexplicably reiterated by City Staff during the hearing - that a homeowner could perform this scope of work without HPC approval is false. Further, it should be clarified that for any project only a single COA is issued, and its approval is evaluated in the context of the entire project. Any change is an amendment to the original COA and is considered in context. This is logically necessary to ensure that the goals of the Plan of Treatment are achieved. Example – the City could not allow an applicant to “individually” tear down all of the walls of their home – by applying for multiple individual COAs or through multiple amendments to a single COA over time - as a means to circumvent the Plan of Treatment limitation that only 50% of walls can be removed. Mr. Busyn testified to Council was that the work on 4630 Drexel was a “whole home” renovation and, accordingly, the chimney modification must be reviewed in the full context of the work GNH performed on the property. The assertion that the chimney modification should be viewed singularly should be dismissed. Consultant and Staff Recommendations First, Council should know that City Staff has repeatedly instructed the HPC that it is not obligated to follow either Consultant Vogel’s recommendations or, as is the case with Council decisions, City Staff recommendations. With respect to this decision, the HPC set aside Consultant Vogel’s and City Staff’s recommendations because they were legally and factually unsupported. City Code 36-722(c) states “permit review decisions shall be based on the Secretary of the Interior's Standards”. Given that the Code defines “shall” as “mandatory”, the HPC simply has no discretion in this respect. In June 2022, Mr. Vogel stated that the original chimney “appears to be original construction and represents a distinctive (i.e., historic character defining) architectural feature”. In January 2023, Mr. Vogel reiterated that “the exterior chimney is considered an architectural character-defining feature”. Both Consultant Vogel and City Staff then reference the same applicable section of the Plan of Treatment: Where the severity of deterioration requires replacement of a distinctive feature, the new feature will match the old in design, color, texture, and other visual qualities and, where possible, materials. Where Consultant Vogel and City Staff errored is that they then stated that the as-built chimney met that standard while wholly ignoring that the “design”, “other visual qualities” and “materials” hurdles were not met. The HPC in no way agreed, nor would any reasonably objective individual agree, that the as-built chimney design – without the stone detailing – matched the details, visual qualities, and materials of the original chimney. The fact that the omission of the stone detailing was noticed and reported to the City – and that the City made the applicant return to the HPC for an as-built COA – proves this point. The HPC also did not agree that the as-built chimney was still historically significant. There simply is nothing unique about a plain, siding-matched, two-story chimney when virtually all homes in the District have chimneys. Further, the Standards state that “alter(ing) masonry features which are important in defining the overall historic character of the building so that, as a result, the character is diminished” is specifically NOT recommended. During the public hearing, Mr. Busyn testified that the homeowner opted not to include the stone detailing to achieve a “clean” contemporary look as opposed to a traditional Mediterranean / Spanish Colonial look. While likely not their intention, the applicant’s admission that the presence of the detailing evoked one style of architecture while its absence invokes another is an admission that the detailing itself is character defining. It’s also a tacit, if not outright, admission that the applicant was intent on creating a contemporary new home and had no intention of preserving the historic integrity of the original home (as recognized by Consultant Vogel). The Plan of Treatment and the Standards were NOT met by the as-built chimney nor were they intended to be. Accordingly, the recommendations of City Staff and Consultant Vogel were set aside as a matter of law. Bias vs Context Mr. Busyn also testified that the different results of the three HPC votes in January was the result of bias. An evaluation of each of those votes, however, illustrates that the difference in outcomes was due to the unique scope of each project and the history of each project. Context is everything. Browndale – the approved design included decorative tile around the door while the as-built design included that decorative tile above the door instead. The HPC, in a 4-2 vote, approved this as a neutral substitution. Approved Design As-Built Sunnyside – the approved design included a significantly expanded dormer while the as-built dormer was considerably smaller. The HPC viewed the completed dormer as being more in keeping with the original facade, with greater historic integrity, and it approved the as-built unanimously. Approved Design As-built Original Home While the HPC does not condone COA violations under any circumstances, the other two property owners RE- LOCATED and/or RETAINED historic elements of their homes whereas this applicant simply REMOVED it. Further, the history of each project, specifically the history of the project at 4630 Drexel, demanded different outcomes with respect to the HPC actions taken in January. History of 4630 Drexel (September 2020 to January 2023) Summer 2020 Consultant Vogel writes that the home was and would still be a historic contributing resource in the context of the proposed scope of work. The COA was unanimously approved by the HPC. Fall 2020 The applicant removes the roof and windows without a proper permit. A large hole – for no apparent reason - is also excavated against the foundation directly under the chimney. Winter 2020 The applicant leaves the century old home exposed – no windows, no roof, large excavation next to the foundation - to the winter elements with no weather protection whatsoever. Spring 2021 The applicant claims deterioration requires further walls be taken down. Their own engineer, the City Building Official, the City Preservation Consultant and City Staff DISAGREE and the HPC denies based on that recommendation. Summer 2021 The applicant removes additional walls from the Spring 2021 request – walls that were supposed to be kept within the scope of their COA - without permission. Winter 2021 The applicant leaves the home exposed to the winter elements again but this time with entire west end of the home open (in addition to no roof, no windows and the exposed foundation). March 2022 City Staff admits to Commissioner Cundy that more than 50% of the walls had been removed. April 2022 Consultant Vogel writes “in my opinion historic architectural integrity has been compromised by the ongoing demolition and renovation work. The applicant is essentially creating a new house, not rehabilitating an old one”. May 2022 As a result of the home having been left to deteriorate for two winters, walls that the applicants own engineer, the City Building Official, City Preservation Consultant and City Staff all originally agreed were stable (in the spring of 2021) now have deteriorated and need to come down. 4630 Drexel is a case study in Demolition by Neglect, a well-recognized, predatory development practice used to subvert historic restrictions that many cities, like Minneapolis, develop ordinances to prevent and correct. Mr. Busyn understandably wishes to distract from the fact that his actions – which he’s actively undertaking on other District homes - put the historic integrity of 4630 Drexel at risk. He hopes that Council will focus on his baseless claims of bias because his actions – including the omission of the stone detailing - are indefensible. In truth, the HPC vote was a natural consequence of the impact Mr. Busyn’s intentional misconduct had on the historic integrity of 4630 Drexel. The HPC did not set out to punish Mr. Busyn or this homeowner, it simply had no flexibility to allow further historic integrity loss – which, by his own admission, this change to the chimney design specifically intended to accomplish - because GNH had already “pushed the envelope” too far. The Plan of Treatment, City Code and State Statute demanded its “no” vote. The equal protection of homeowners and other developers – the vast majority of whom respect these laws – demanded its “no” vote. Accordingly, the HPC voted no. The historic integrity of 4630 Drexel is still at risk and the City is still responsible for saving it. And while Mr. Busyn is now asking Mom because Dad said “no”, the demands for a “no” vote remain unchanged. Please abide by the law and uphold the HPC decision. Respectfully, RWC The CITY ofEDINA 4630 Drexel Avenue Certificate of Appropriateness Appeal The CITY ofEDINA4630 Drexel Avenue www.EdinaMN.gov 2 The CITY ofEDINACertificate of Appropriateness Approved September 8, 2020 www.EdinaMN.gov 3 The CITY ofEDINAJune 14, 2022 COA Amendment www.EdinaMN.gov 4 •Existing Chimney was inspected by the Building Official 4-27-22 who deemed it a safety issue and ordered it to come down. •Part of the request of the June 2022 COA Amendment was approving the rebuilt chimney. Existing Chimney Approved Chimney Detail “Motion made by Commissioner Cundy, seconded by Commissioner Lonnquist to approve the reconstruction of the chimney as presented by the applicant, without the approval of the exterior gas insert. All voted aye. The motion carried.” The CITY ofEDINAJanuary 9, 2023 COA Amendment Request www.EdinaMN.gov 5 The applicant’s request was for the HPC to approve a COA amendment to the COA approving the changes to the rebuilt fireplace and approving the fireplace without the stone detailing, as it is built today. Approved Chimney Detail “Motion made by Commissioner Cundy, seconded by Commissioner Hassenstab, to deny the COA amendment as submitted. All voted aye. The motion carried.” The CITY ofEDINAHPC Considered the following Standards of Rehabilitation •Distinctive features, finishes, and construction techniques or examples of craftsmanship that characterize a historic property shall be preserved. •Deteriorated historic features shall be repaired rather than replaced. Where the severity of deterioration requires replacement of a distinctive feature, the new feature shall match the old in design, color, texture, and other visual qualities and, where possible, materials. Replacement of missing features shall be substantiated by documentary, physical, or pictorial evidence. •New additions and adjacent or related new construction shall be undertaken in such a manner that if removed in the future, the essential form and integrity of the historic property and its environment would be unimpaired. www.EdinaMN.gov 6 The CITY ofEDINA www.EdinaMN.gov 7 EdinaMN.gov 4630 Drexel Avenue Certificate of Appropriateness Appeal 4630 Drexel Avenue Certificate of Appropriateness Approved September 8, 2020 June 14, 2022, COA Amendment •Existing Chimney was inspected by the Building Official 4-27-22 who deemed it a safety issue and ordered it to come down. •Part of the request of the June 2022 COA Amendment was approving the rebuilt chimney. “Motion made by Commissioner Cundy, seconded by Commissioner Lonnquist to approve the reconstruction of the chimney as presented by the applicant, without the approval of the exterior gas insert. All voted aye. The motion carried.” Existing Chimney Approved Chimney Detail January 9, 2023, COA Amendment Request The applicant’s request was for the HPC to approve a COA amendment to the COA approving the changes to the rebuilt fireplace and approving the fireplace without the stone detailing, as it is built today. Approved Chimney Detail “Motion made by Commissioner Cundy, seconded by Commissioner Hassenstab, to deny the COA amendment as submitted. All voted aye. The motion carried.” Requested Action •Uphold the Heritage Preservation Commission (HPC) decision and adopt Resolution No. 2023-20 denying the appeal of an amended Certificate of Appropriateness (COA). Secretary of the Interior’s Standards of Rehabilitation 1.A property will be used as it was historically or be given a new use that requires minimal change to its distinctive materials, features, spaces and spatial relationships. 2.The historic character of a property will be retained and preserved. The removal of distinctive materials or alteration of features, spaces and spatial relationships that characterize a property will be avoided. 3.Each property will be recognized as a physical record of its time, place and use. Changes that create a false sense of historical development, such as adding conjectural features or elements from other historic properties, will not be undertaken. 4.Changes to a property that have acquired historic significance in their own right will be retained and preserved. 5.Distinctive materials, features, finishes, and construction techniques or examples of craftsmanship that characterize a property will be preserved. 6.Deteriorated historic features will be repaired rather than replaced. Where the severity of deterioration requires replacement of a distinctive feature, the new feature will match the old in design, color, texture and, where possible, materials. Replacement of missing features will be substantiated by documentary and physical evidence. 7.Chemical or physical treatments, if appropriate, will be undertaken using the gentlest means possible. Treatments that cause damage to historic materials will not be used. 8.Archeological resources will be protected and preserved in place. If such resources must be disturbed, mitigation measures will be undertaken. 9.New additions, exterior alterations, or related new construction will not destroy historic materials, features, and spatial relationships that characterize the property. The new work will be differentiated from the old and will be compatible with the historic materials, features, size, scale and proportion, and massing to protect the integrity of the property and its environment. 10.New additions and adjacent or related new construction will be undertaken in such a manner that, if removed in the future, the essential form and integrity of the historic property and its environment would be unimpaired. Heritage Preservation Commission Comments for 4-4-23 Appeal to City Council Edina Heritage Landmark – Country Club District 1982: National Register of Historic Places 2003: Edina Heritage Landmark Zoning Protects homes built 1924-1944 with sufficient historic integrity 2008: Updated Plan of Treatment “The primary objective of the Country Club Heritage Landmark District is preservation of the existing historic house facades and streetscapes.” 2019: Ten-Year Resurvey Report “over 80% of the houses retain integrity of those exterior features necessary to convey their historic architectural values.” “A relatively small number of historic homes have been substantially altered from their as-built appearance and no longer qualify for protection — the HPC should consider issuing a list of these properties for public information purposes.” 3 COA Amendment Requests - “As Built” Staff & Consultant Recommend Approval for All Sunnyside Home – unanimous approval Browndale Home - split approval Drexel Home – unanimous denial Context: Original COA - September, 2020 Corner lot consideration – more alterations to primary facades approved Street-facing garage added Distinctive green Spanish roof tile replaced Front door moved Removal of 49.9% of the exterior walls authorized (50% is limit) Context: COA Amendment, June 2022 Fireplace Rebuild Proposal “The chimney will be … finished with stucco and stone fireplace surround per the schematic to match the original structure.” – Applicant “Authentic exterior reproduction of the original home” – Real estate listings “When the chimney is complete the chimney will look very close to what it looked like in the past.” – Building Official [Submitted chimney plans] “will match the original in size, shape, material,and surface finish, restoring an important historical detail that would otherwise have been lost. Whenever replacement of a deteriorated building feature is necessary, the new construction should match the architectural characteristics of the feature being replaced.” – Preservation Consultant Closing Some arguments don’t apply – can answer questions as to why. -Screening by landscaping or fencing, -Exterior changes that don’t require a COA if done in isolation are not optional when included as part of a COA, -Mimicking other homes doesn’t preserve a home’s own historic integrity, -Aesthetic preferences have limited relevance on zoning rules Better Together links: meeting recording; public comment on 4 COA applications Date: April 18, 2023 Agenda Item #: VIII.H. To:Mayor and City Council Item Type: Other From:Cary Teague, Community Development Director Item Activity: Subject:Sketch Plan Review for 7235 France Avenue Discussion CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: No action requested. Provide the applicant non-binding feedback on a potential future development request. INTRODUCTION: Enclave Companies have submitted a sketch plan proposal for redevelopment of the Macy’s Furniture store site at 7235 France Avenue. T he proposal is to tear down the existing structure and build the following: Two 150,000 square foot office buildings (10 and 11 stories) on France Avenue Two 7-story multifamily residential buildings, 230 units in each building, on the east side of the site adjacent to the Promenade. ATTACHMENTS: Description Planning Commission Staff Memo, April 12, 2023 Applicant Narrative Proposed Sketch Plans AFO Review (Mic Johnson) Southdale Area Design Experience Guidelines Site Location, Zoning, & Comp. Plan City of Edina • 4801 W. 50th St. • Edina, MN 55424 City Hall • Phone 952-927-8861 Fax 952-826-0389 • www.CityofEdina.com Date: April 12, 2023 To: Planning Commission From: Cary Teague, Community Development Director Re: Sketch Plan Review – 7235 France Avenue Enclave Companies have submitted a sketch plan proposal for redevelopment of the Macy’s Furniture store site at 7235 France Avenue. The proposal is to tear down the existing structure and build the following: Two 150,000 square foot office buildings (10 and 11 stories) on France Avenue and two 7-story multifamily residential buildings, 230 units in each building, on the east side of the site adjacent to the Promenade. The request would require the following: Rezoning from PCD-3 to PUD. Flexibility would be requested through the PUD Ordinance to vary from existing setback, height, and floor area ratio (FAR) requirements. The PUD Zoning is also used to ensure the affordable housing on the site. Consideration of an Environmental Assessment Worksheet (EAW). An EAW considers the impacts the project will have on the environment. WSB has been hired by the City of Edina, at the expense of the developer to perform the EAW. The table on the last page of this report demonstrates how the proposed new buildings would comply with the Planned Commercial District. The Planning Commission is asked to provide non-binding comments focusing on the justification of the use of a PUD for this project, and the Design Experience Guidelines. Mic Johnson, AFO, Architectural Field Office has provided a review of the proposed plans, based on the Guidelines. (See attached.) As stated in the Design Experience Guidelines “Flexibility is not a right, but rather the natural by- product of a fair exchange for benefits, collaboration, and quality in development.” City of Edina • 4801 W. 50th St. • Edina, MN 55424 Additional Considerations/Staff Concerns CAC, Community Activity Center. The following is the land use description for CAC, Community Activity Center (which this site is guided) in the Comprehensive Plan: “Contains larger scale uses, height and coverage. Primary uses: Retail, office, lodging, entertainment, and residential uses, combined or in separate buildings. Secondary uses: Institutional and recreational. Buildings should be placed in appropriate proximity to streets to create pedestrian scale. Buildings may “step down" at boundaries with lower-density districts and upper stories “step back" from street. More stringent design standards for larger buildings. Emphasize pedestrian circulation; re-introduce finer-grained circulation patterns where feasible.” Residential Density. This site is 7.97 acres in size. There are 460 units proposed. The overall density would be 58 units per acre, or when using just the residential sites, 115 units per acre. The Comprehensive Plan allows between 90-150 units per acre on the site. Affordable Housing. The applicant is proposing 10% of the units (46) to be provided for affordable housing, per the City’s Affordable Housing Policy. Building Height. The proposed building height of the office buildings is 11 stories and 150 feet tall. The City Code requirement is 8 stories and 96 feet. The Southdale area design experience guidelines contemplate greater height in this area in between France and York Avenues. Edina City Code requires buildings over nine stories to be setback six times the height of the building from R-1 zoned property. This 150-foot-tall building would require a 900-foot setback to the nearest R-1 property or single-family home lot. The nearest lots are 720 feet to the west. (See attached map.) Floor Area Ratio (FAR). The proposed FAR of roughly 2.4 is high compared to the most recent project with a high FAR. The 70th and France redevelopment site is to be 2.1. Street Room Typology 2. The proposed building on the northwest lot does not follow Typology 2 in the design guidelines. The maximum height recommended is 84 feet. (See page 27 in the attached Design Experience Guidelines.) Reducing the height of the office buildings to closer follow the Guidelines would also address the building height issue mentioned above. Building height for the office should be reduced to meet this street room typology. Building Materials & Facades. Buildings must be made of natural materials (stone, brick) on the first vertical 60 feet of a building, and first floor ceiling heights must be 20 feet tall. As suggested in the Southdale Design Experience Guidelines and by City Code; all new front building facades that face the public realm must have 75 percent transparency (ability to see inside the building) at the ground level. When designing the final plans, the “street typologies” suggested in the Design Experience Guidelines should be more closely considered, especially on the south and west sides of the building. City of Edina • 4801 W. 50th St. • Edina, MN 55424 Pedestrian Connections. Pedestrian sidewalks are proposed on all sides of the building, including connections from France to the Promenade. Public use easements would be established over these areas. Sustainability. Any formal application must meet the City’s Sustainability Policy. Traffic & Parking Study. Would be required as part of any formal application. Environment Assessment Worksheet. The proposed project at full build out would qualify for consideration of an Environmental Assessment Worksheet (EAW). An EAW will be performed by WSB on behalf of the City of Edina at the applicants’ expense. (See attached EAW.) The guidelines for an EAW are outlined by the Minnesota Environmental Quality Board (EQB). The EAW guidelines provide information about a project that may have the potential for environmental effects. Cumulative potential effects can either be addressed under each applicable EAW Item or can be addressed collectively in the EAW. The purpose of an EAW is to determine whether a full Environment Impact Statement (EIS) must be done. The table on the last page of this memo demonstrates how the proposal would comply with the PCD-3 Zoning District standards, and the designated future land use plan in the Comprehensive Plan. Please note that variances would be required for setbacks, height, and floor area ratio. PUD The purpose and intent of a PUD is to include most or all of the following: a. provide for the establishment of PUD (planned unit development) zoning districts in appropriate settings and situations to create or maintain a development pattern that is consistent with the City's Comprehensive Plan; b. promote a more creative and efficient approach to land use within the City, while at the same time protecting and promoting the health, safety, comfort, aesthetics, economic viability, and general welfare of the City; c. provide for variations to the strict application of the land use regulations in order to improve site design and operation, while at the same time incorporate design elements that exceed the City's standards to offset the effect of any variations. Desired design elements may include: sustainable design, greater utilization of new technologies in building design, special construction materials, landscaping, lighting, stormwater management, pedestrian oriented design, and podium height at a street or transition to residential neighborhoods, parks or other sensitive uses; d. ensure high quality of design and design compatible with surrounding land uses, including both existing and planned; City of Edina • 4801 W. 50th St. • Edina, MN 55424 e. maintain or improve the efficiency of public streets and utilities; f. preserve and enhance site characteristics including natural features, wetland protection, trees, open space, scenic views, and screening; g. allow for mixing of land uses within a development; h. encourage a variety of housing types including affordable housing; and i. ensure the establishment of appropriate transitions between differing land uses. Below is a compliance table demonstrating how the proposed new building would comply with the existing PCD-3 Standards on the lot. Compliance Table (Not exact as this is a sketch plan) City Standard (PCD-3) (Setback measured from the front building line to the curb) Proposed (Setback measured from the front building line to the curb) Building Setbacks Front – France Avenue Side – North Side – South Rear – Promenade Setback to R-1 Property 50 feet 50 feet or building height (150 feet) 50 feet or building height (150 feet) 50 feet or building height (82 feet) 900 feet 50 feet 20 feet* 35 feet* 21 feet* 718 feet* Building Height 8 stories & 96 feet 7-11 stories and 150 feet* Density 90-150 units per acre 115 units per acre (using just the residential sites) (58 units per acre overall) Floor Area Ratio (FAR) .50% 2.4%* Parking Retail/Office = 1,000 spaces Residential = 460 enclosed spaces 1,460 spaces total 1,200 574 proposed enclosed spaces 24 surface spaces 1,838 spaces total proposed *Does not meet base Zoning Standards-Flexibility would be requested through a PUD City of Edina • 4801 W. 50th St. • Edina, MN 55424 March 9, 2023 Cary Teague, Community Development Director Members of the Edina City Council & Planning Commission City of Edina 4801 W 50th Street Edina, MN 55424 RE: MACY’S FURNITURE STORE MIXED-USE REDEVELOPMENT Mr. Teague, Members of the Edina City Council & Planning Commission: Enclave is pleased to present this proposal for a premier mixed-use community located at 7235 France Avenue South. Please accept this submittal for a Planned Unit Development (PUD): Schematic Plan Application. The subject property is approximately 7.97-acres in gross size and is currently operating as a Macy’s Furniture Store. Enclave has entered into a purchase agreement and sale agreement with the property owner, Macy’s. This redevelopment proposal would require the demolition/clearing of all improvements on the existing site, and relocation of the existing Macy’s Furniture store. In consultation with ESG Architecture & Design, Enclave has reviewed the City’s Comprehensive Plan and the Greater Southdale District Plan. Enclave has also discussed this proposed development with City staff. Based on guidance received, Enclave is proposing breaking up the subject property into four (4) developments/blocks, as generally outlined below, and further described within the enclosed plans. • NW Block: approx. 150K square foot +/- office building, w/ground floor active uses, fronting France Ave • SW Block: approx. 150K square foot +/- office building, w/ground floor active uses, fronting France Ave • NE Block: approx. 230-unit +/- multifamily building, w/ground floor active uses, fronting Centennial Lakes Promenade • SE Block: approx. 230-unit +/- apartment building, w/ground floor active uses, fronting Centennial Lakes Promenade DEVELOP CONSTRUCT MANAGE 2 This development will include the following: • Expansion of Centennial Lakes Promenade Developer to dedicate portion of land, located on the NE corner of the subject property, to the City, expanding Centennial Lakes Promenade. • New Plaza/Woonerf Project design includes construction of a new east-to-west plaza/woonerf connection between France Avenue and Centennial Lakes Promenade, including ground floor active uses and public placemaking. • New Public Trail Connection Project design includes a new public trail connection, located on the north side of Subject property, connecting France to Centennial Lakes Promenade. • Live-Work Units Apartment buildings will include live-work units, attractive for small and/or startup businesses. Live-work units have individual addresses and include exterior, ground-floor public access and are pre-wired for an exterior sign. • Solar & EV Apartment buildings will include provision of solar power on rooftops and electric vehicle charging stations. • Stormwater Treatment No stormwater treatment occurring on subject property today. New development will comply with City and Watershed standards, resulting in a significant and material net improvement to stormwater treatment. • 10% Affordable Apartment Units The proposed apartment building will include 10% of units rented to individuals with a maximum 50% AMI (approximately 46 units +/-). • Job Creation This development will yield a significant amount of new Class A office space, which will result in high- quality job creation. The project team includes: • Enclave—Lead developer and applicant for overall project • ESG—Architectural and project design • Stantec—Civil engineering, landscaping design, storm water design, site plan design • Braun Intertec—Environmental, geotechnical, pre-demo, and TIF consulting services Enclave does anticipate the need for TIF Assistance on this project. Upon receiving PUD schematic design feedback from the City/neighborhood, Enclave will complete its underwriting and work with City staff to submit a TIF Application, all required materials, and the required escrow. On behalf of our development team, Enclave is honored to submit this proposal. We are grateful for the opportunity to be considered by the City of Edina. Respectfully, Patrick E. Brama CITY OF EDINA - SKETCH PLAN SUBMISSION7235 FRANCE AVE S EDINA, MNSubmitted 03/09/2023 TABLE OF CONTENTS 7-10 3-7 11-13 SOUTHDALE VISION EXISTING SITE AND CONTEXT ABOUT ENCLAVE 14-23 CONCEPTUAL SITE DIAGRAMS AND VISUALS 2 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 About Enclave As a unified real estate investment firm, Enclave’s development, construction, and management teams create distinct spaces and places where partners, team members, and communities thrive. By functioning as developer, contractor, and property manager, we remain hands-on in owning each phase of an asset’s lifecycle. 100+ Projects Completed Since 2011 80+ Multifamily/Mixed-Use Developments 200+ Team Members ABOUT ENCLAVE3 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 MULTIFAMILY HEALTHCARE MIXED-USE INDUSTRIAL Serving multifamily, mixed-use, industrial, healthcare and commercial industries ABOUT ENCLAVE4 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 Enclave’s Role •Property Under Contract (Buyer) •Lead Developer/Primary Applicant •Assemble Project Team: ESG Architecture & Design, Stantec, and Braun Intertec ABOUT ENCLAVE5 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 Area & Site Familiarity •Real estate brokerage and market research community •In-depth internal market analysis •Edina 2040 Comprehensive Plan •Greater Southdale District Guidelines •Preliminary discussions with City Staff ABOUT ENCLAVE6 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 The Vision Pedestrian friendly mixed-use development making strong connections between France Avenue and Centennial Lakes Promenade. The proposed design intentionally incorporates and enhances Centennial Lakes Promenade, includes various sustainable strategies, and meets the City’s goal of providing 10% of residential units at 50% AMI. ABOUT ENCLAVE7 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 EXISTING SITE CONTEXT8 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 EXISTING BIRD’S EYE LOOKING NORTHEAST LOOKING SOUTHEAST LOOKING NORTHWEST LOOKING SOUTHWEST Project Site France Ave SFrance Ave S Project SiteFrance Ave S France Ave S Project SiteFrance Ave SFrance Ave S Project Site France Ave SFrance Ave S9 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 EXISTING SITE IMAGES10 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 SOUTHDALE VISION PROPOSED SITE CONNECTIONS SOUTHDALE DESIGN GUIDELINES DISTRICTS SOUTHDALE DESIGN GUIDELINES FUTURE MASSING 11 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 SOUTHDALE VISION Architecture Field Office DRAFT for review –May 18, 2017 8 the vision:build upon existing assets 8DRAFT for review –May 18, 2017 Architecture Field Office DRAFT for review –May 18, 2017 9 the vision: improve access 9DRAFT for review –May 18, 2017 the vision: walkable the vision: human-scaled 12 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 SOUTHDALE VISION Architecture Field Office DRAFT for review –May 18, 2017 12 the vision: architecturally varied 12DRAFT for review –May 18, 2017 Architecture Field Office DRAFT for review –May 18, 2017 14 the vision: family friendly 14DRAFT for review –May 18, 2017 the vision: green the vision: mixed-use 13 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 OVERVIEW + PROGRAM PROJECT OVERVIEW: Enclave is pleased to present this proposal for a premier mixed-use community located at 7235 France Avenue South. Please accept this submittal for a Planned Unit Development (PUD): Schematic Plan Application. The subject property is approximately 7.97-acres in gross size and is currently operating as a Macy’s Furniture Store. Enclave has entered into a purchase agreement and sale agreement with the property owner, Macy’s. This redevelopment proposal would require the demolition/clearing of all improvements on the existing site, and relocation of the existing Macy’s Furniture store. In consultation with ESG Architecture & Design, Enclave has reviewed the City’s Comprehensive Plan and the Greater Southdale District Plan. Enclave has also discussed this proposed development with City staff. Based on guidance received, Enclave is proposing breaking up the subject property into four (4) developments/ blocks, as generally outlined below, and further described within the enclosed plans. PROJECT PROGRAM: • NW Block: 150K square foot office building, w/ground floor active uses, fronting France Ave • SW Block: 150K square foot office building, w/ground floor active uses, fronting France Ave • NE Block: 230-unit multifamily building, w/ground floor active uses, fronting Centennial Lakes Promenade • SE Block: 230-unit apartment building, w/ground floor active uses, fronting Centennial Lakes Promenade 14 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 SITE DIAGRAM EXISTING PROPOSED•no engagement along France•primarily surface parking (impervious)•no pedestrian connectivity •no engagement along Promenade•single story (underutilized) 15 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 •green node •pedestrian node •pedestrian node •pedestrian/plaza connectivity •connectivity•connectivity•NW Block •SW Block •NE Block •SE Block •connectivity•connectivity•engage and further activate Promenade•tie into east/west connectivity •connectivity•connectivity Submitted 03/09/2023 SITE PLAN SECTION 4 NSCALE: 1"=60'16 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 BIRDSEYE MASSING VIEWS LOOKING SW LOOKING NE LOOKING NW LOOKING SE 17 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 SECTION PERSPECTIVES SECTION 1: FRANCE AVE SECTION 2: INTERIOR Greater Southdale Area District Plan | Design Experience Guidelines DRAFT November 15, 2018 page 27 The street room experience within Typology 2 will be shaped by the following experience guidelines: • On France Avenue, a 50 foot setback is required from curb to face of building with a building podium height of 60 feet. Above the 60-foot height limit, additional height should step back 10 feet from the face of the building, to a maximum height of 84 feet. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. Dimensional Characteristics of Street Room Typology 2Cornelia Overlay at France Avenue 84 Feet France Avenue 60 Feet Traffic Lanes50 Foot Setback 10 Foot Step Back Greater Southdale Area District Plan | Design Experience Guidelines DRAFT November 15, 2018 page 29 Street Typologies 60’ Wide Connector Street Typical 60’ Wide Local Street (within super-blocks) 105 Feet 20 Foot Step Back 60 Feet 2Foot Step Back 2 Way Traffic Plus Parking 12’ Sidewalk 12’ Sidewalk It is recommended that buildings above 60 feet step back a minimum of 20 feet when there is an opposing building at the street edge Podium Heights can vary The intent is to create a street that provides a access from roads that are bordered by France and York and are connected by east /west streets such as Parklawn Ave, Parklawn Court, Hazelton Road, W 70th, W 69th, W 65th. Internal street within the supper block provide interconnections between supper block connecting residents across the district north and south supporting potential for community space. By creating pedestrians walkways with existing public and private infrastructure thereby supporting connections within and outside the block. The street width is based on the nature of the uses within the larger super block structure. They can be lined with a mix of uses, including residential and retail while providing connectivity within a neighborhood. They contain shady places to walk the dog or sit and have a coffee connecting to neighborhood parks, places of worship, and schools. Unique to the Greater Southdale District, many of the Connector Streets may become entirely devoted to landscaping. B The street room experience within Typology 3 will be shaped by the following experience guidelines: • New local streets should be 60 feet in width. Those streets which carry vehicular traffic should comprise two traffic lanes with two lanes of parking or pick-up/drop-off. Sidewalks should be located on each side of these vehicular streets as illustrated in the diagram above. • Minimizing vehicular access to provide drop off, service and parking can be planned to share the vehicular needs of blocks allowing the remaining spaces between the remaining blocks to be used in a variety of ways for the benefit of the community. This “space between” buildings can be transformed into pocket parks, gardens, play areas, plazas, wetlands, and many other activities that support the health and wellbeing of the community. • Building podium heights can vary, from 36 feet up to 60 feet. • Above the 60 foot height limit, the long sides of a rectangular or “L” shaped building need to step back 20 feet from the street room facade (as illustrated in the building at left in the diagram above), and the narrow ends need to step back 2 feet from the street room facade (building at right in diagram above). This minimizes the impact of the taller building form on sunlight at the street, and provides a lower-scale building at the street, resulting in a more cohesive and comfortable pedestrian experience. The footprint on taller residential buildings should not exceed 12,000 SF, while taller commercial buildings are permitted larger footprints of up to 24,000 SF for efficient space utilization. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. Vehicular access to the buildings should be as close as possible to primary superblock streets (e.g. Typology 4 or 5). Dimensional Characteristics of Street Room Typology 3 New Local Streets Greater Southdale Area District Plan | Design Experience Guidelines DRAFT November 15, 2018 page 29 Street Typologies 60’ Wide Connector Street Typical 60’ Wide Local Street (within super-blocks) 105 Feet 20 Foot Step Back 60 Feet 2 Foot Step Back 2 Way Traffic Plus Parking 12’ Sidewalk 12’ Sidewalk It is recommended that buildings above 60 feet step back a minimum of 20 feet when there is an opposing building at the street edge Podium Heights can vary The intent is to create a street that provides a access from roads that are bordered by France and York and are connected by east /west streets such as ParklawnAve, Parklawn Court, Hazelton Road, W 70th, W 69th, W 65th. Internal street within the supper block provide interconnections between supper block connecting residents across the district north and south supporting potential for community space. By creating pedestrians walkways with existing public and private infrastructure thereby supporting connections within and outside the block. The street width is based on the nature of the uses within the larger super block structure. They can be lined with a mix of uses, including residential and retail while providing connectivity within a neighborhood. They contain shady places to walk the dog or sit and have a coffee connecting to neighborhood parks, places of worship, and schools. Unique to the Greater Southdale District, many of the Connector Streets may become entirely devoted to landscaping. B The street room experience within Typology 3 will be shaped by the following experience guidelines: • New local streets should be 60 feet in width. Those streets which carry vehicular traffic should comprise two traffic lanes with two lanes of parking or pick-up/drop-off. Sidewalks should be located on each side of these vehicular streets as illustrated in the diagram above. • Minimizing vehicular access to provide drop off, service and parking can be planned to share the vehicular needs of blocks allowing the remaining spaces between the remaining blocks to be used in a variety of ways for the benefit of the community. This “space between” buildings can be transformed into pocket parks, gardens, play areas, plazas, wetlands, and many other activities that support the health and wellbeing of the community. • Building podium heights can vary, from 36 feet up to 60 feet. • Above the 60 foot height limit, the long sides of a rectangular or “L” shaped building need to step back 20 feet from the street room facade (as illustrated in the building at left in the diagram above), and the narrow ends need to step back 2 feet from the street room facade (building at right in diagram above). This minimizes the impact of the taller building form on sunlight at the street, and provides a lower-scale building at the street, resulting in a more cohesive and comfortable pedestrian experience. The footprint on taller residential buildings should not exceed 12,000 SF, while taller commercial buildings are permitted larger footprints of up to 24,000 SF for efficient space utilization. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. Vehicular access to the buildings should be as close as possible to primary superblock streets (e.g. Typology 4 or 5). Dimensional Characteristics of Street Room Typology 3 New Local Streets Greater Southdale Area District Plan | Design Experience Guidelines DRAFT November 15, 2018 page 27 The street room experience within Typology 2 will be shaped by the following experience guidelines: • On France Avenue, a 50 foot setback is required from curb to face of building with a building podium height of 60 feet. Above the 60-foot height limit, additional height should step back 10 feet from the face of the building, to a maximum height of 84 feet. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. Dimensional Characteristics of Street Room Typology 2 Cornelia Overlay at France Avenue 84 Feet France Avenue 60 Feet Traffic Lanes50 Foot Setback 10 Foot Step Back 50' 63' 20' 76' ACTIV E U S E PARKIN G L2(10')PA R K I N G L6 (15') O F F I C E L3 (10')P A R K I N G L4 (10')P A R K I N G L5 (10')P A R K I N G L7 (15') O F F I C E L8 (15') O F F I C E (L9 15') O F F I C E L10 (15') O F F I C E BELOW G R A D E P A R K I N G PARKIN G 63' 70'BELOW GRADE PARKING L1a (10') PARKING L1b (10') PARKING L2 (10') PARKING L3 (10') PARKING L4 (10') PARKING L5 (10') PARKING 20' 60' 12' 16' L6 (15') OFFICE L10 (15') OFFICE BELOW GRADE PARKING 12'L1 (12') RES L1 ( 2 0 ' ) 36' 32'L7 (15') OFFICE L8 (15') OFFICE L9 (15') OFFICE L2 (10.5') RES L3 (10.5') RES L4 (10.5') RES L5 (10.5') RES L6 (10.5') RES L7 (10.5') RES 3' bays 82' 150' 150' 18 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 SECTION PERSPECTIVES SECTION 4: PROMENADE Greater Southdale Area District Plan | Design Experience Guidelines DRAFT November 15, 2018 page 35 The street room experience within Typology 6 will be shaped by the following experience guidelines: • The 36 foot height along the Central Spine encourages a mix of uses focused on entertainment venues such as restaurants, gathering places or community-oriented facilities that provide destinations to come to and stay at. These lower-scale buildings that line the Promenade should reflect its stature as a special community amenity, with a rich variety of architectural experiences that front this park-like environment. • Above 36 feet, buildings shall step back 20 feet to the 60 foot podium height. Above 60 feet, buildings shall step back an additional 20 feet. • Buildings above the 60 foot height limit should be oriented to maximize the amount of sun on the Promenade. • Locations where Typology 6 intersects Typology 4 and 5 are critical to reinforce the idea of the linear public spine that connects this entire district. These intersections are the gateway to the Spine and should have a unique architectural response. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. Dimensional Characteristics of Street Room Typology 6 Central Promenade Spine Street Typologies Central Promenade Spine The Central Promenade Spine is intended to connect the Greater Southdale District from the west at Highway 100, east to the heart of Centennial Lakes, along the existing Promenade north through The Galleria and Southdale Mall and north to Strachauer Park. The Central Promenade Spine transverses through different building types from 2 and 3 story Townhouses to 1 and 2 story commercial/retail buildings to 6 story office buildings. In imagining the future of the spine natural sunlight light and limited shadow will determine the experiential use of the space. Creating maximum height of 36 feet at its edges support a mix of uses fronting the spine while not limiting additional height to maximize the program of new building rising along its edges will not compromise the experience of walking and biking through a park like environment 50’ height limit Central Promenade Spine 36Feet 60 Feet 20 Foot Step Back 20 Foot Step Back 105 Foot Maximum 15 Foot Front Yard Setback E Greater Southdale Area District Plan | Design Experience Guidelines DRAFT November 15, 2018 page 35 The street room experience within Typology 6 will be shaped by the following experience guidelines: • The 36 foot height along the Central Spine encourages a mix of uses focused on entertainment venues such as restaurants, gathering places or community-oriented facilities that provide destinations to come to and stay at. These lower-scale buildings that line the Promenade should reflect its stature as a special community amenity, with a rich variety of architectural experiences that front this park-like environment. • Above 36 feet, buildings shall step back 20 feet to the 60 foot podium height. Above 60 feet, buildings shall step back an additional 20 feet. • Buildings above the 60 foot height limit should be oriented to maximize the amount of sun on the Promenade. • Locations where Typology 6 intersects Typology 4 and 5 are critical to reinforce the idea of the linear public spine that connects this entire district. These intersections are the gateway to the Spine and should have a unique architectural response. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. Dimensional Characteristics of Street Room Typology 6 Central Promenade Spine Street Typologies Central Promenade Spine The Central Promenade Spine is intended to connect the Greater Southdale District from the west at Highway 100, east to the heart of Centennial Lakes, along the existing Promenade north through The Galleria and Southdale Mall and north to Strachauer Park. The Central Promenade Spine transverses through different building types from 2 and 3 story Townhouses to 1 and 2 story commercial/retail buildings to 6 story office buildings. In imagining the future of the spine natural sunlight light and limited shadow will determine the experiential use of the space. Creating maximum height of 36 feet at its edges support a mix of uses fronting the spine while not limiting additional height to maximize the program of new building rising along its edges will not compromise the experience of walking and biking through a park like environment 50’ height limit Central Promenade Spine 36Feet 60 Feet 20 Foot Step Back 20 Foot Step Back 105 Foot Maximum 15 Foot Front Yard Setback E SECTION 3: EAST-WEST STREETS 21' 36' 14' 22' 20' 22' BELOW GRADE PARKING L1 (12') RES RES L2 (10.5') RES L3 (10.5') RES L4 (10.5') RES L5 (10.5') RES L6 (10.5') RES L7 (10.5') 82' BELOW GRADE PA R K I N G PARKING ACTIVE USE L2(10')PARKIN G L3(10')PARKING L4(10')PARKING L5(10')PARKING L6(15')OFFICE L7(15')OFFICE L8(15')OFFICE L9(15')OFFICE L10(15')OFFICE PARKING L1(20') 34' 10' 10' 46' 63' 150' L11 15' OFF I C E 19 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 NE+ SE BLOCKS: • Multi-Family Residential • 82’ (excludes overruns) • Stepping down to Promenade per stepback guidelines • NE Block targeting 230 Dwelling Units/ 275 structured parking stalls/12 surface stalls/1.25 stalls per DU • SE Block targeting 230 Dwelling Units/ 275 structured parking stalls/12 surface stalls/1.25 stalls per DU • Ground floor active uses with shared auto/pedestrian plaza between buildings • Engaging Centennial Lakes Promenade with walk-up units, pathways, and active landscape nodes • NE Block dedicating portion of land for extension of Promenade • NE Block new pedestrian connection at north to connect France and Promenade • New north/south connection at midpoint of site with walkup units, landscaping, access drive, and parallel street parking • Live-Work Units with individual addresses. Ideal for startup and small businesses • Solar power on rooftops and electric vehicle charging stations • 10% of units affordable with max 50% RESIDENTIAL CONCEPTUAL MASSING IMAGES: PRECEDENT IMAGES: 20 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 OFFICE/MIXED USE CONCEPTUAL MASSING IMAGES: NW+ SW BLOCKS: • Mixed-Use Office • 150' (excludes overruns and mechanical screening) • Stepping down per New Local Streets stepback guidelines • NW Block +/-150K square foot office with ground floor active uses fronting France and plaza/+/-620 structured parking stalls • SW Block +/-150K square foot office with ground floor active uses fronting France and plaza/+/-620 structured parking stalls • Skyway connected levels for office tenants who require a 60K sf plate • 50' setback with landscaped plaza per Cornelia overlay guidelines • New north/south connection at midpoint of site with landscaping, access drive, and parallel street parking • East/West at-grade pedestrian plaza between buildings • Enhanced architectural screening at parking GARAGE SKIN OFFICE BUILDINGPRECEDENT IMAGES: 21 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 PUBLIC REALM CONCEPTUAL MASSING IMAGES: GROUND FLOOR + PLAZAS + PARKS: • NE Block dedicating portion of land for extension of Promenade • 50' setback with landscaped plaza per Cornelia overlay guidelines • East/west shared auto/pedestrian plaza between buildings with ground floor active uses and possible event programming • New north/south connection at midpoint of site with walkup units, landscaping, access drive, and parallel street parking • New east/west pedestrian connection at north of site to connect France and Promenade PRECEDENT IMAGES: 22 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 THANK YOU QUESTIONS? 23 ESG | ARCHITECTURE & DESIGN | CITY OF EDINA - SKETCH PLAN SUBMISSION - 7235 FRANCE AVE S - EDINA | MAR 09, 2023 Submitted 03/09/2023 Architecture Field Office 2200 Zane Ave N | Minneapolis, MN 55422 www.archfieldoffice.com Cary: At your request, we reviewed the Sketch Plan submission for the proposed redevelopment of the Macy’s Furniture Store site based on our experience working with the Greater Southdale Work Group to craft a physical vision for how their guiding principles may translate to the built environment. The resulting vision for development in the district is to create an enhanced human experience along existing major and new connector streets, with overall experience shaped via landscape setbacks, building step backs, a hierarchy of street typologies, transparency at street level, minimizing the impact of the car, and managing storm water as an amenity. The outcome of our collaborations with the Work Group is described in the urban design chapter of the Greater Southdale District Plan and resulted in the Greater Southdale District Design Experience Guidelines. The proposed four block concept is working in important ways to meet the Design Experience Guidelines, demonstrating positive attributes as it relates the creation of an active public realm, and general consideration for the neighborhood. We note the following: 1. The proposal breaks the large site into four blocks with a simple pedestrian and vehicular circulation pattern. 2. The proposal responds to the existing context, in particular via building setbacks and stepbacks along the Promenade and France Avenue. 3. Along the Promenade the buildings are varied in both stepbacks and in their spatial configuration, working with the Promenade in providing a variety of landscape opportunities that could enhance the experience along this important pedestrian pathway. 4. The scale and general massing of the buildings align with the intention of street room typologies. 5. The concept as illustrated in the submission does not go beyond where the development is at in this early stage, which in turn should offer plenty of time for the development team time to take into consideration comments from the community, Planning Commission and City Council before moving into more formal review and approval of the proposal. To City of Edina Cary Teague, Community Development Director 4801 W. 50th Street Edina, MN 55424 From Mic Johnson, FAIA Date March 26, 2023 Architecture Field Office We also would like to point out a few additional Opportunities noted in the current overall street plan and building massing for consideration. (Numbers on the diagram below correspond with comments.) 1. The Guidelines recognize existing super blocks comprised of major North/South Boulevards, (France and York Avenues) and East /West Streets (66th Street, 69th Street, 70th Street, Hazelton Road, Parklawn Avenue and West 76th Street). In the diagram above, the internal street that connects the proposed four blocks together helps create a small super block in collecting the transportation needs of the blocks, as noted in the dashed yellow line. There is an opportunity to arrange the vehicular and service access for each of the four buildings to be by these streets only. 2. Woonerfs are an important way to mix pedestrians and vehicles together – but we don’t need cars everywhere. Given the previous comment, the importance of creating more outdoor social space such as suggested in the Design Experience Guidelines under “The Space Between Buildings” (Pocket Parks, Recreation, Play Areas, Gardens, Stormwater Management, Wetlands, Waterways), and as a primary east/west green connection to the Promenade, the place between the proposed four buildings could become a more natural green area for peds/bikes rather than a paved plaza. 3. The intersection at Gallagher is an important part of creating a pedestrian connection between Fred Richards Park, the Promenade and Yorktown Park. New developments such Architecture Field Office as the proposed medical office building at 7200-7250 France and this proposed development on the east side of France provide an opportunity to catalyze a new design for intersections along France. 4. The Nine Mile Creek Regional Trail connects Edina from west to east. As such it is an important characteristic to acknowledge and reinforce on the south side of this proposed development, and at the intersection at Gallagher. 5. The proposed diagrams recognize the Cornelia Overlay but the building heights along the west side of France (proposed at 150 feet) do not correspond to the 84 foot height limit. In this proposal, there are significant opportunities to rebalance the stepbacks between the east and west façades of the office buildings. Reducing the stepbacks on the east side and increasing the setbacks on the west side, with a stepback at the 84 feet height limit, could help resolve the discrepancy and give greater relief from the building’s height along France and in the Cornelia Overlay District. 6. The guidelines give leeway to the depth of the stepbacks within the blocks outside of the major street typologies. In part, it is to give design teams the flexibility to shape buildings to uniquely respond to their context. It is also an opportunity to insure that any part of the façade above 60 feet helps positively shape the quality of sunlight on the internal east-west streets. In a northern climate, the north facades of buildings have the additional burden to protect the wintertime pedestrian experience; stepping those facades back would provide greater depth of sunlight into the street on the south face of the opposing building. 7. It is noted that space has been allocated for solar panels on the apartment buildings, which is illustrated in this submission. Based on these diagrams, there is still an enormous area left on the four buildings for solar panels. As an important way to offset energy use and costs, in particular on affordable homes/apartments, reducing utility bills for everyone is both a sustainability and a diversity strategy. We would encourage the development team to consider more robust solar arrays. Thank you for the opportunity to review. Please let me know if you have any questions. Mic Greater Southdale District Design Experience Guidelines March 5, 2019 Greater Southdale District | Design Experience Guidelines March 5, 2019 Table of Contents A. Preface What are Design Experience Guidelines? 1. Introduction page 1 Placemaking Through the Lens of Experience 2. The Vision pages 3-5 The Greater Southdale District Experience 3. The Framework pages 7-11 The 200’ x 200’ Grid Street Rooms and Seams 4. The Guidance pages 13-35 Public Realm Experience Transitions and Connections Street Room Typologies 5. Implementing and Measuring Experience page 37 Ten Things to Remember Greater Southdale District | Design Experience Guidelines March 5, 2019 page c APreface What are Design Experience Guidelines? Greater Southdale District | Design Experience Guidelines March 5, 2019 page A1 For nearly four years, a Work Group comprised of Edina residents and business leaders contemplated the future evolution of the Greater Southdale District, using the notion of “experience” as the foundational element from which to shape the district over the next 50 years. The first phase of the Work Group’s efforts consisted of developing Working Principles that would guide the group’s efforts into subsequent stages as well as suggest a dialog for considering new introductions within the district. Phase Two translated these principles into an urban design framework plan that proposed enhanced connections across existing major streets, introduced a new block framework to encourage walkability, and posed design strategies to create an improved public realm and promote higher quality, pedestrian-oriented development. The broader experience the urban design framework strives to achieve is the creation of a Greater Southdale District that connects seamlessly between the existing urban and residential fabric, maximizes the development potential of each site, enhances walkability and livability, and encourages interaction among current and future residents, businesses, and institutions. The urban design framework is the foundation to the Greater Southdale District Plan, a part of the City of Edina 2018 Comprehensive Plan. The Greater Southdale District Design Experience Guidelines is a companion to those documents, outlining high-level planning and design strategies for public realm, site, and building design supporting the desired experience outcomes. The Design Experience Guidelines sets baseline guidance for developers, designers, City of Edina staff, Planning Commissioners and members of the City Council when proposing, designing or evaluating proposed introductions within the Greater Southdale District. Use of the Design Experience Guidelines The Design Experience Guidelines apply to proposed development within the Greater Southdale District and former Pentagon Park, and should be referred to when embarking on new development or redevelopment. The Design Experience Guidelines also offer direction for new public realm features and the reimagining of existing public infrastructure. The document does not stand alone; it must be considered as part of a larger set of district goals, urban design framework and patterns, and policy guidance outlined in the Greater Southdale District Plan and the 2018 City of Edina Comprehensive Plan. Together, these documents set forth A. Preface What are Design Experience Guidelines? Greater Southdale District | Design Experience Guidelines March 5, 2019 page A2 City expectations for the future form of the Greater Southdale District, and inform all potential projects within the district. The Design Experience Guidelines are not a substitute for City of Edina zoning codes and ordinances, but instead provide substantial background for developers and design teams and a framework from which to approach proposed projects within the district. The Design Experience Guidelines clarify the dimensional characteristics of eight different Street Room typologies that together form the experience within the district. The physical qualities of each street room’s height and width, and shaped by the architecture of the district, informs the design of the public realm on streets that connect and bind the human experience of the district. These physical characteristics also shape the experience of transition – transitions from existing single-family neighborhoods and transitions into and out of the district, outlining gradual changes in building scale within these critical transition areas to bridge between one- and two-story residences and the greater intensity of the Greater Southdale District. In conjunction with the Urban Design chapter of the Greater Southdale District Plan, this document provides both a philosophical and practical framework to facilitate discussion among the City, development teams, and the community when considering proposals for change within the district. During the recommended Sketch Plan review process (described on page 70 of the Greater Southdale District Plan), the Design Experience Guidelines are intended to facilitate dialog about broader district goals, patterns and connections, building massing, programmatic opportunities and shared public realm connectivity. Dialog at this point in the review of a proposal requires imagination, looking beyond the immediate site to imagine the creation of a consistently positive human experience, requiring a proposal to recognize the ways in which it influences that experience on adjacent and nearby sites. Once a proposal progresses beyond the Sketch Plan, the document is used as a test of outcomes and touchstone to measure how every proposal meets the desired district experience. Further specific design details related to landscaping, curb and intersection design, stormwater management and daylighting, lighting standards, street furniture, and a host of other factors related to the experience of the district will be described in future versions of this or a similar document as the need for direction related to those features becomes better understood. Greater Southdale District | Design Experience Guidelines March 5, 2019 page A3 1 Introduction Placemaking Through the Lens of Experience Greater Southdale District | Design Experience Guidelines March 5, 2019 page 1 Places link our past to the future. Within every community there exists a context of memory and identity. That context is made up of the choices/ decisions of the past and is inseparable from the physical identity of place; how buildings and streets look, and what parks and open space feel like. These choices are integral to what a place will become. By describing the evolving Greater Southdale District through experience criteria shaped by the physical context, a framework emerges for how streets will be structured, the relationship of open space to buildings, and how together the designed environment will support the desired experience outcome. To expand this basic idea into contemporary design is to be both democratic and innovative. What it means to be democratic is to encourage everyone to contribute to the possibilities of a new experience within the notion that its comes from what is unique about living in Edina. To be innovative is to reach beyond current conditions to create an extraordinary place and experience. Placemaking is not an act of invention... it is the study of how a unique place in world works, in combination with bringing contemporary design into alignment with the existing characteristics. The tools created via a collaborative process of engagement with the Greater Southdale Area Work Group takes this approach to the planning of the overall district, with the intent of providing the community, civic leaders, developers and designers the inspiration to think about the possibilities of this place in new and enterprising ways. 1. Introduction Placemaking Through the Lens of Experience In the making of the Greater Southdale District we must: • Support the public realm • Create equity throughout • Respect the larger context • Express the collective nature of community • Attend to all street rooms equally • Represent the whole in all actions • Put the collective before individual expression • Act to support the next 200 years of the Edina community — Architecture Field Office, 2018 Greater Southdale District | Design Experience Guidelines March 5, 2019 page 2 2 The Vision Aspirations for the Greater Southdale District Greater Southdale District | Design Experience Guidelines March 5, 2019 page 3 Background and Context Collectively, for nearly four years, the Greater Southdale Area Work Group has focused on building upon our community’s history of innovation, engagement and community commitment to create a vision for the possibilities of the Greater Southdale District. This work has culminated in the Greater Southdale District Plan (adopted December 2018) and the Greater Southdale District Design Experience Guidelines. Change is inevitable within the district. In the past five years alone, over 1,500 new housing units have been constructed or are underway, along with myriad other commercial projects. This is a tremendous opportunity in time, and in the broader evolution of our community. We can transform the physical environment of the Greater Southdale District from a traditional car-oriented suburban commercial district with its sea of surface parking lots and ‘superblocks,’ into a vibrant place whose character is neither urban nor suburban, but blends the best characteristics of both to create a place that is uniquely of Edina. This new model will support all modes of transportation (cars, buses, bikes, scooters, and pedestrians) and serve future generations of Edina residents, employers, and visitors. It will complement, not compete with, the single family neighborhoods that have historically defined much of the community’s fabric. Within the broader 750+ acre Greater Southdale District, and the former Pentagon Park, there exist a remarkable variety of assets. This plan connects those assets with a new street grid that overlays a human scale and allows access via a variety of transportation options. The plan sets forth a strategy to bridge between adjacent single family neighborhoods and the more commercially focused areas of the district. And, it uses public realm infrastructure— including parks, plazas, green streets, woonerfs, and waterways that manage stormwater—as the connective tissue that gives the district its unique identity. Together, these attributes will set the stage for a remarkable daily experience for those who live, work and play within the Greater Southdale District. Aspirations for the Future Greater Southdale District The Greater Southdale Work Group summarized the overall districtwide vision and land use strategies as part of the District Plan. These aspirations, which follow, are at the foundation of design policy parameters and the overall experience we are striving to shape as the Greater Southdale Area evolves over the next 50 years. 1. Imagine Greater Southdale District evolution organized around human activity, with vibrant pedestrian-focused streets, beautiful parks and public spaces, and endearing and enduring buildings where: • A sense of invention is expected from new introductions, both public and private, that build on the district’s spirit of innovation. • Its role as regional and local center for living, shopping, working, learning, entertainment, hospitality, and medical services is enhanced. • Other Edina neighborhoods, near and distant, benefit from investment in the district and the evolution of each parcel. • Investment in the public realm is reflected by a commensurate investment as private parcels evolve. • Public and civic services accommodate a growing and diverse district and community population. • Transitions at the district’s edges recognize compatible use and scale and neighboring uses are perpetuated on their terms. 2. The Vision The Greater Southdale District Experience Greater Southdale District | Design Experience Guidelines March 5, 2019 page 4 2. Make the Greater Southdale District the model of healthy urban living where: • The district’s form encourages healthy living habits, particularly through walking. • The design of buildings and spaces, both public and private, attract the widest possible range of the district’s population. • Storm water is a valued resource by making it part of the experience of the district. • Emissions and pollutants are mitigated through the introduction of significant tree canopy and limiting idling vehicles on streets, creating a more inviting walking experience along the district’s streets. • Sustainable solutions result in a stock of healthy buildings that compel healthy activity for their occupants. • Public features mitigate impacts of non-local infrastructure, especially to contain the ill effects of adjacent highways. 3. Invent sustainable infrastructure matching the district’s sense of innovation where: • Mutually-supportive and forward-looking infrastructure is the norm, looking beyond baseline utilitarian functions of a single site to create a broadly supportive district infrastructure. • Infrastructure aligns with the creation of public space in the district, sharing space and resources that result in compelling, attractive and high-functioning civic spaces. • Care for and perpetuation of public infrastructure anticipates daily human activity in all seasons. 4. Create neighborhoods of activity within the broader mixed-use patterns of the district where: • Logical boundaries based on reasonable walking distances are established, with major streets as seams binding the activity of each side into an inviting and accessible public space. • Focal points of public activity are found within each neighborhood. • Key community services and facilities are present and help define the fabric of the District. • Core services are delivered within each neighborhood or in an adjacent neighborhood. • Neighborhoods are linked along street and park corridors highlighted by visible human activity. 5. Offer a spectrum of living opportunities integrated through the district where: • Housing orients to a variety of income levels and household types. • Ownership options constitute a significant portion of the living opportunities in the area. • “Missing Middle” living opportunities (duplexes, triplexes, side-by-side or stacked townhouses, rowhouses with multiple units, and small buildings with four to six apartments) allow a broader range of Edina residents, workforce members and others to consider relocating to the District. • Buildings for living strongly orient to the public spaces of each neighborhood within the District. 6. Expand significantly the number and extent of parks and public spaces where: • Opportunities for the introduction of another large signature public space complement the programming and activities available at Centennial Lakes. • An extension of the Promenade to Strachauer Park links neighbors and activity to the district. • New promenades on the East and West edges of the District create movement corridors for pedestrians and bicyclists and serve as vital places for a transition between neighborhoods and the District. • Parks and publicly accessible spaces are clearly visible and directly accessible from the public realm. • Spaces for visible human activity and occupation, either public or publicly accessible, occur on every block. Greater Southdale District | Design Experience Guidelines March 5, 2019 page 5 7. Encourage district evolution based on incremental change and the creation of a great pedestrian experience where: • A basic framework of streets and blocks encourages pedestrian activity and well-considered buildings. • A rich variety of public or publicly accessible spaces are woven into the experience of the district. • Sites and buildings support a pedestrian experience first, with storage of cars not a focus. • Development on each site links to adjacent streets and to neighboring sites to create continuous, safe, and inviting pedestrian experiences. 8. Build (or plan for) a street network encouraging pedestrian movement across and through the district where: • Walkable block lengths (200 feet) are the baseline framework for development. • Enhanced and more frequent street crossings facilitates pedestrian movement. • Wide landscaped boulevards encourage pedestrian activity and create a distinct district signature. • Community corridors within and extending well beyond the district enhance bicycle and pedestrian access while accommodating vehicle traffic on pedestrian terms. 9. Imagine transportation in the district where: • Cars are not the focus and streets accommodate more than vehicles. • Major streets balance access and mobility. • Some streets serve as community corridors, linking to other community destinations with features that allow for movement in addition to cars. • Transit is a baseline service, both within the district and to non-Edina locations. • Transportation recognizes trends, including autonomous vehicles and a time when parking structures aren’t needed for public parking 10. Expect the delivery of high quality, well-designed buildings and sites where: • Spaces on sites are considered for people first, including connections between sites; then the ways structures are placed; and then places to store cars are found. • Visible human activity is prominent and integrated at every site. • People are brought to the streets via major building entries oriented to major streets. • Storm water remains visible as an amenity, allowing it to become a central part of the experience of each site. 11. Frame development guidance for evolution where: • Development review includes the desired experience, not solely quantitative thresholds. • Accommodation of adjacent and near parcels are considered in the evolution of a single parcel. • Early reviews focus on ideas, patterns and relationships, not specific and engineered plans, with that part of the review process based in dialog, not presentation and reaction. • Demonstrations of quality and especially quality from a long-term perspective are baseline considerations. • Collaboration leads to a superior result, with the community’s expectations clearly framed as part of the deliberation. • Flexibility is not a right, but rather the natural by-product of a fair exchange for benefits, collaboration, and quality in development. Greater Southdale District | Design Experience Guidelines March 5, 2019 page 6 3 The Framework Building Blocks to Support the Vision Greater Southdale District | Design Experience Guidelines March 5, 2019 page 7 3. The Framework Building Blocks to Support the Vision THE 200’x200’ GRID There is an expectation of the street grid: it is democratic, it is uniform, it is connective. The uniform grid and the buildings that line the grid give the city its form. The space between buildings is used for access for pedestrians and vehicles; for entrance into both public and private buildings; and to provide light, air, and common green or social spaces. To break down the scale of the ‘superblocks’ that currently characterize the district’s overall land use framework, three distinct street grid patterns were considered, to inform what how the Greater Southdale District might transform into a more uniform and connected community. Small Portland blocks (200’ x 200’) were compared to the long blocks of New York City (200’x600’) and the larger square blocks of Minneapolis (350’ x350’). The Work Group focused on Portland as a model because of its walkability, and the scale of its buildings resulting from the 200 foot restriction on the length of building elevations fronting the public realm. Further studies analyzed land ownership patterns, size of property and generally how connections could made through the superblocks. It was concluded that the 200’ x200’ foot system was more adaptable to variety of site conditions supporting a more engaging public realm and opportunities for a better community experience. Considerations Width of street Sunlight in public spaces View corridors Building scale – height, length and footprint Transparency at street level Landscape, lighting and street furniture Streets and public realm paving Courtyards and pocket parks Cultural context – pride of place, historical framework Framework Vision: Block Organization Based on the Portland 200’ x 200’ square block layout This diagram overlays the general dimensions of the Portland block model on our primary test sites. Based on existing conditions, variations can occur in the nominal 200 by 200 square grid. N Greater Southdale District | Design Experience Guidelines March 5, 2019 page 8 c 180,000 200,000 180,000 200,000 Existing Sites: The criteria for buildings sites: Large parking area serving 1 story building Sites that are critical to the overall success of development in the district Important connections that would extend the public realm assets such as the Promenade Under utilized land that can be repurposed to serve the public realm goals of the district : Potential Building Sites This diagram illustrates those parcels within the Greater Southdale Area and adjacent Pentagon Park that are potential redevelopment opportunities. Criteria to measure the opportunity inherent in these sites include: • Sites that currently have large, dominating surface parking lots. • Sites that are critical to the overall success of development in the district. • Important connections that would extend existing public realm assets such as the Promenade. • Underutilized land that can be repurposed to serve the public realm goals of the district. NPARKLAWN AVE.76TH STREETMINNESOTA DR.GALLAGHER DR.72ND STREETHAZELTON RD.70TH STREET69TH STREET66TH STREET65TH STREETFRANCE AVE. YORK AVE. VALLEY VIEW RD. BARRIE RD. XERXES AVE. EDINBOROUGH WAY77TH STREET78TH STREET Greater Southdale District | Design Experience Guidelines March 5, 2019 page 9 Potential Building Sites The diagram at right illustrates how the basic principle of a 200’ x 200’ grid can be applied nominally on potential redevelopment sites throughout the district without consideration of property line. It is recognized that land ownership will influence the ultimate form of the grid. Other considerations influencing block pattern: • Building scale • Public realm connections • Connections through blocks • Pedestrian-oriented street intersections The Space Between Buildings As a result of the 200’ x 200’ block pattern, the space between buildings becomes an important asset in shaping the overall sense of landscape and continuity of public realm throughout the district. Because the superblocks have primary responsibility for serving the vehicular traffic needs of the district, access to the smaller blocks for drop-off, service and parking can be planned to stay at the perimeter of a block, allowing for the spaces between the remaining block to be used for a network of green spaces that support the health and wellbeing of the community. c 180,000 200,000 180,000 200,000 v The Space between Buildings: As a result of the 200x200 foot block pattern is the space between building that becomes an important asset to the overall sense of landscape throughout the district. Because the super blocks have primary responsibility for the larger traffic needs of the district, access to the smaller blocks for drop off, service and parking can be planned to stay at the perimeter allowing the spaces between the remaining block to used for pocket parks, gardens, play areas and many other activities that support the health and well being of the community. The “space between” Buildings –as places and connections to larger community pathways ParksPocket parksRecreationPlay areasGardensStorm water managementWet landsWater ways : Opportunities for the “Space Between” buildings to become places and connections to larger community pathways: • Parks • Pocket Parks • Recreation • Play Areas • Gardens • Stormwater Management • Wetlands • Waterways c 180,000 200,000 180,000 200,000 v Block Pattern: The basic principal of a 200’X200’ grid was applied nominally throughout the district without consideration of property line. It is recognized that land owner ship will influence the ultimate form of the grid. Considerations: building scale public realm connections through block connections Pedestrian oriented street intersections (see intersection diagram) : N N Greater Southdale District | Design Experience Guidelines March 5, 2019 page 10 STREET ROOMS AND SEAMS With changes in the way people are living in cities and suburban environments, it is important to seek new ways in which our communities can be experienced without sacrificing the spatial and architectural values of existing neighborhoods. Defining the way in which transitions are seen and developed, and the way each street can have a different character, use and form, puts the emphasis on the public qualities of the public realm rather than on the buildings themselves. In this way buildings can develop based on highest and best use without compromising characteristics of existing community life. Respect of context can bring about a degree of commonality where every building is not required to mirror its context but rather, support a connected and meaningful community experience. The intention in the design visioning process for the Greater Southdale District was to create a new paradigm for suburban mixed use districts, in which individual buildings respect their context and each other. The ensembles created as part of this process are Street Rooms. In this approach, the geometry of the city plays an important part in the definition of the street room, by width of street, length of block, solar orientation and axis as it relates to other grids defining other public rooms of the city like courtyard, plazas and parks. The real identity of the city is closely related to how the city is seen up close, making it possible to understand the true character of a place. It is these up close characteristics that make a city unique. This holistic approach depends on an attitude of relational subjectivity in articulating the components of each street room. This means that each wall of a building is studied as a part of the street that it faces and in conjunction with the building directly across the street. Scale, color, material and construction details are considerations in the whole composition of the street room—allowing the street to communicate a sense of place and completeness. A district full of street rooms promotes activity and social discourse while signifying the possibility of new functions. The street room is a source of sense of community even when it is not in use, thereby stabilizing the overall fabric of the public realm. Street Rooms within the Greater Southdale District Throughout the Greater Southdale District, the public realm is defined by a series of street rooms. These rooms are further defined by edges, referred to as the “seam” between the volume of the street and the form of the building—which together, create the experience at a pedestrian scale. Seams dictate the basic height of the defining street room wall (i.e. the building podium) but not necessarily the rest of the building form, allowing buildings to respond to their context on all four sides of the building and creating a form that is appropriate for each street room surrounding it. This creates variety throughout the district, and supports the notion that there are transitions between characteristics of neighborhoods that are different in scale, program and building type. As an example, transitions from single family houses to 36-foot-tall or 60-foot-tall buildings will not have the same criteria as transitions from a podium base to taller structures sitting on the podium. Greater Southdale District | Design Experience Guidelines March 5, 2019 page 11 The following considerations all factor into the development of public realm and street rooms. These ideas should be utilized and considered by decision-making bodies when reviewing proposed development projects. • Transparency of building walls in the public realm can be both private and public. When the ground plane is connected along and through the building wall, it creates a link to experience the richness of activities in the public realm • Buildings could be sited perpendicular to streets, allowing vistas and pathways through the new street grid. • Buildings can create a very consistent form and a clear sense of place within the public realm. Each building is part of the next – both internally and externally. Regardless of building age, the continuity of scale, rhythm and materials of each building that lines the street creates a sense of room. • Continuity of building material quality is contained within each stone, brick, window pattern and cornice to define the edges of the public realm and the street room • Continuity of architectural language in the edges of shapes and rhythm of openings define a street room into horizontal and vertical forms that frame the experience of being in room – whether interior or exterior. The architectural language of the street should not be replicated but rather understood and transformed in each new building within the context of its particular location within the Greater Southdale District. • Buildings frame the public rooms of the district (parks, pocket parks, playgrounds, etc.) and should represent the scale required to meet the needs of the community. Moving through these spaces, one should easily see choices for other desired destinations. • Good street rooms provoke a culture’s spatial imagination, social discourse and creative energy. The street typologies and corresponding guidelines on building form define experience and spatial form that connects the district together. • The structure of the street rooms is organized to support residents, defining a particular place within a neighborhood and the overall district. The memory of experiences in each of these rooms provides the experience of sense of place and connects to other places within the Greater Southdale District. • Walking is a shared experience. An engaging walk can be short, long, slow, quick, or meandering – in weather that is wet, calm, windy, sunny, bright, cold, hot, or snowing – in places that appear open, closed, low, tall, long, narrow, wide or expansive. The experience of walking through the street rooms must be full of events connecting to a broader set of experiences. • The materials of the walls that make up the street room define the characteristics of the public realm. A certain part of this will depend on the age of the street, the program of the building and the design style in which they were constructed. All of these factors, in whatever form, are read and experienced in different ways and need to be delineated clearly. Greater Southdale District | Design Experience Guidelines March 5, 2019 page 12 4 The Guidance Shaping the Greater Southdale District Experience Greater Southdale District | Design Experience Guidelines March 5, 2019 page 13 4. The Guidance Shaping the Greater Southdale District Experience Overlaying a new street network and street grid is a fundamental strategy in breaking down the scale of the existing massive ‘superblocks’ within the Greater Southdale District and improving the public realm experience. All new development should begin with the premise of the 200-foot-square block as the measure by which a building footprint is determined. The space between buildings are streets—which could be for cars, bikes, pedestrians only, or transformed into parks and open space. By connecting the design of streets with the concept of street rooms, the district will transform to one that is human-scaled, comfortable, green, and flexible for change and evolution over the next 50 years. While each street room and neighborhood will provide a distinctive experience, there are certain characteristics that are common to streets throughout the Greater Southdale District, helping to creating a holistic experience for pedestrians and bicyclists, transit-riders, and drivers alike. Buildings lining the public realm/street room will incorporate a mix of uses, including housing, workplace/office, cultural, community, and commercial/retail space— setting the stage for a rich variety of experiences. The overall public realm experience within the Greater Southdale District is supported by: • Consistent building setbacks that create the opportunity for an expansive public realm within the district and sub-district. • More frequent intersections to promote pedestrian connections within the district and to neighboring districts. • Distinctive sidewalks that support the pedestrian experience, separate and dedicated bikeways, and appropriate number lanes of vehicular traffic. • Wide sidewalks with places for gathering, play areas, gardens, outdoor cafes, etc. • Publicly-accessible pocket parks and courtyards along the street and sidewalk extend the public realm of the sidewalk in between buildings. • Separate and dedicated bikeways, and an appropriate number of lanes of vehicular traffic. • Integrated signage and lighting systems that offer safety, interest and diversity to the pedestrian. • Consistent signage that reflects sub-district identity to promote wayfinding within the larger Southdale District, identifying characteristics of the street and public amenities. • Pedestrian and vehicular paving (permeable) that is unique to a sub-districts streets and sidewalks. • Trees that vary in species, installed in rows or clumps, and spaced to create visual interest and promote a range of experiences such as shaded groves with benches, or a sun-dappled outdoor cafe, along the street. • Pedestrian, bicycle and vehicular access routes through larger blocks. • Safe, comfortable places where people can stop, view, socialize and rest. These may incorporate “landing zones” for ride sharing services such as Uber and Lyft — particularly near primary gathering places and public rooms along the Promenade, connector streets and future East and West Promenades. These places of respite should not conflict with other sidewalk uses. • Different, and defined, zones on all sidewalk: building frontage zone, street furniture zone, movement zone, and the curb. Cafes and outdoor seating can be located in the building frontage zone, extending the activity of a building to include the sidewalk. Greater Southdale District | Design Experience Guidelines March 5, 2019 page 14 • Transit stops that are designed to provide districtwide continuity, reinforcing the qualities of the Greater Southdale District. • Integrated plantings, water features and/or art to enhance public open space. • Stormwater that is daylighted and used as a water feature or amenity, integrated into the overall experience of the street and the district. • Street parking provided at the curb to support a mix of activities for both residential and commercial activities. • Varied landscaping and street trees that create a canopy over the street. Consider the changing climate when selecting plant species with the understanding that indigenous plant materials may not always be the most appropriate choice. • Building equipment, mechanical exhaust systems and/or service areas concealed in a manner that does not detract from the pedestrian environment. • The public realm is for both summer and winter conditions and as such must be planned to be easily maintained in all conditions. Building owners and city stakeholders should plan for maintenance, operations and upkeep within the public realm. This includes prompt and thorough snow removal on every reach of the sidewalks, care and feeding of trees, landscape and decorative planters (which should be changed on a seasonal basis). Greater Southdale District | Design Experience Guidelines March 5, 2019 page 15 PRIMARY COMPONENTS OF THE PUBLIC REALM EXPERIENCE The following guidance is provided to assist the community, civic leaders, designers and developers in understanding the vision and baseline parameters related to both building and public realm within the Greater Southdale District. Connections • The overall strategy is to connect intersections, incorporate street typologies, and incorporate green systems to add value to the experience of the district. • The public realm is to be connected continuously north-south from Centennial Lakes, the Promenade, the Galleria, Southdale Center, Fairview Southdale, to Strachauer Park. All new development shall support that goal. • The public realm should be connected east-west from Edinborough Park to Centennial Lakes, west of France to Pentagon Park and Fred Richards Park to Highway 100 on the west. This will set up future connections to districts to the west—such as 70th and Cahill—supporting an overall vision of a more connected and integrated Edina community. • The district must be connected continuously east-west from the Cornelia neighborhood to Yorktown Park. • New north-south promenades should be created on the west side of France and east side of Xerxes as part of the broader strategy to sensitively transition to single family residential neighborhoods. • Expand Centennial Lakes Park to France Avenue… celebrate this important public amenity by making it more visible as a gateway into the district. • Create a dynamic landscape that includes water, especially stormwater expressed as part of landscape, to create public amenity spaces. • Streets within the superblocks, East and West Promenades, and extension of the Promenade north to Strachauer Park should be surfaced with pavers to promote a dominance of pedestrians and bikes over vehicles. • New parks and plazas shall be either public or publicly-accessible, not private, in nature. • Increase number of sidewalks, pathways, and smaller parks/gardens to better address mobility. Incorporate places to sit throughout the district. • New trees should provide continuity of the street room experience with canopies that are consistent with the Street Room Typology to enhance the continuity of pedestrian experience. Intersections • Street Room Typologies overlay each other, unifying the overall district experience through the recognition of unique conditions that evoke unique design responses based upon location. • Street Room Typologies connect intersections throughout the district, linking experiences together from one neighborhood to the next. • Street Room Typologies with lower façade heights take president over those with higher façade heights at these points of intersection. • The architecture of a façade of one block making up an intersection should be conceived as part of all corners of the intersection. • Crosswalks at intersections need to be an integral part of the public realm and continue the overall street room experience from one block to another. • The hierarchy of intersections will change based on an evolving context and investment in the intersection experience. Greater Southdale District | Design Experience Guidelines March 5, 2019 page 16 Street Room Form • Building setbacks are to be considered as a part of the overall landscape and public amenities, and should be designed to create a continuous pedestrian experience along major corridors to support “pools of human activity.” • Every new development should connect all publicly-accessible spaces such as pocket parks, courtyards and plazas to the street room typology. • Along all major corridors, seventy five percent (75%) of face of building walls need to be at the setback line to support the creation of a ‘street room.’ • All new building façades in the district must have seventy five percent (75%) transparency at the ground level. • All building façades are prime (including parking) and must be designed accordingly. There is no back side of a building. • All facades on the first vertical 60 feet of a building (above grade) shall use natural materials facing the public realm. • Above 50-60 feet, glass, precast panels with brick/tile are the preferred material palette. Metal panel can be used as a secondary part of a wall system. • No building façade can be longer than 200’ without changing direction by a minimum of 90 degrees. Building Form • Ground floors should have a minimum ceiling height of 20’ for flexibility. This floor-to-floor height will allow the space to accommodate commercial, two floors of parking, or two-story townhouses. • Above-grade parking structures should be designed with flat floorplates to allow for future conversion and lined with programmable public realm space to minimize the visual impact of car storage. • Within 50-60 feet of the ground, it is preferred that rooftops be programmed to accommodate residential or public user activities (e.g. a restaurant or terrace). • Rooftops facing the Promenades must be functional and programmed to provide interest and variety along these important pedestrian spines. • All development services, including rooftop mechanical systems, should be located within buildings and should not be visible from the public realm, or semi-private and private areas of the development. The exception are rooftop-mounted solar panels, which should be located on the highest point of the buildings. • Building footprints above 60 feet should be no greater than 12,000 SF for residential use and 24,000 SF for commercial space. • Design buildings for flexibility and adaptability in the future, including use of structural systems that will allow a building’s function to fundamentally change. Greater Southdale District | Design Experience Guidelines March 5, 2019 page 17 TRANSITION AND CONNECTIONS Within the Greater Southdale District, a new network of streets will provide both commercial and resident access to new mixed- use buildings along France and York Avenues, keeping traffic out of the adjacent single family neighborhoods. These new streets offer the opportunity for new development to more gradually transition from the scale of the existing single family neighborhoods and the commercial heart of the Southdale District. New development within transition zones is expected to balance scale and building use between these single family neighborhoods and the higher density, more commercially focused Greater Southdale District. West and East Promenades The character of the West and East Promenades, new north-south streets that run to the west of France Avenue and the east of York Avenue, to are envisioned as woonerfs—shared streets for pedestrians, bicycles and vehicles. This typology creates opportunities for multiple access to buildings for both below grade parking and service, as well as temporary/short-term parking for retail and building drop offs. Within the woonerf concept, pedestrians have priority over cars, and as a shared street, cars are forced to slow down and travel with caution. Because of their organization, these streets also can support a variety of uses, with building types catered to residential uses such as townhomes, with considerations for retail space that support less intensive commercial needs of adjacent neighborhoods. The sense of scale by way of width of street to height of building is maintained by creating a street form that is no less than 60 feet high at its edges, with developments potentially increasing in height as buildings reach the edge of the boulevards, and descending in height as they move to the single family neighborhoods, providing an edge to the east and west transition zones. Primary East-West Streets East-west streets through the Greater Southdale District connect existing single family neighborhoods to the heart of the district. The design of these streets is intended to respect the neighborhood scale and context in a meaningful way, with an ample tree canopy, extensive setbacks and consistently-scaled buildings at the face of the public realm. By employing these characteristics, the landscape experience serves as a bridge, knitting together the single family residential neighborhoods and the greater intensity of the district. Transition Zones 1A West Promenade 1B West Promenade (South) 1C East Promenade 2 Cornelia Overlay 3 New Local Streets 4 Primary East-West Streets 5 Boulevards 6Central Promenade Spine 66TH STREETVALLEY VIEW RD.66TH STREET69TH STREET70TH STREETHAZELTON RD.GALLAGHER DRPARKLAWN AVE76TH STREET77TH STREETMINNESOTA DR72ND STREETEDINBOROUGH WAY YORK AVENUE FRANCE AVENUE XERXES AVENUE BARRIE RD78TH STREETN Greater Southdale District | Design Experience Guidelines March 5, 2019 page 18 STREET ROOM TYPOLOGIES A hierarchy of streets and pathways within the district is the framework for public realm development and related building form. Each street across the district has a role in how it serves pedestrians, bicycles and vehicles in connecting sub-districts, adjacent single family neighborhoods, and the overall Greater Southdale District and creating a unified sense of place. It is the intent that street typologies define the public realm experience: the space between buildings, dimensions of building setbacks from the street, heights of facades at the building face at the street and building step backs, where the façade of the building steps back from the volume of the street room. Street Room Typology 1: Promenades and Transition Zones Promenades are new woonerf-type streets on the west side of France Avenue and on the east side of York Avenue. Within this typology, there are several different variations for new building development in these important transition zones, responding to and respecting the context of adjacent single family neighborhoods. Street Room Typology 2: Cornelia Overlay Zone With the understanding that there is special sensitivity related to new building development near the Cornelia neighborhood, this is a special zone governing the design of the public realm/street room on the east side of France Avenue between the north side of 69th Street and Gallagher Drive. Buildings within this zone will be expected to maintain the east side of the France Avenue street room, but will be of a lower overall scale than new Transition Zones 1A West Promenade 1B West Promenade (South) 1C East Promenade 2 Cornelia Overlay 3 New Local Streets 4 Primary East-West Streets 5 Boulevards 6 Central Promenade Spine 66TH STREETVALLEY VIEW RD.66TH STREET69TH STREET70TH STREETHAZELTON RD.GALLAGHER DRPARKLAWN AVE76TH STREET77TH STREETMINNESOTA DR72ND STREETEDINBOROUGH WAY YORK AVENUE FRANCE AVENUE XERXES AVENUE BARRIE RD78TH STREETN Greater Southdale District | Design Experience Guidelines March 5, 2019 page 19 buildings at the north or south ends of France. Street Room Typology 3: New Local Streets These are new 60’ wide streets internal to existing superblocks. These streets will be constructed as new buildings are added to the district, and will help create the new network of streets and pedestrian pathways throughout the Greater Southdale District. Some of these spaces between buildings may become parks or plazas, extending the public realm. Others will become primary vehicular access for drop off and pick up, as well as access to parking and primary building services. Street Room Typology 4: Primary East-West Streets The existing 69th Street, 70th Street, Hazelton Road, Parklawn Avenue and West 76th Street are important connections through the district from east to west. This typology is intended to respect the neighborhood scale and context in a meaningful way, with an ample tree canopy, extensive setbacks and lower scale buildings at the face of the public realm. By employing these characteristics, the landscape experience of the single family residential neighborhoods is extended through the Greater Southdale District. Street Room Typology 5: The Boulevards France Avenue, York Avenue, West 66th Street and West 77th Street are the district’s gateway streets. They carry the highest traffic volumes and are intended to have higher transit volumes than any other streets within the district. These streets will have the greatest impact in conveying the overall identity of the district: a consistent 50 foot setback with a double row of trees will extend the length of these streets, while consistency in building heights along the street edge will form the edge of the street room—bridging between the lower intensity and transitional areas and the higher intensity zones within the Greater Southdale District. Street Room Typology 6: Central Spine The Central Spine comprises the existing Promenade, its potential expansion northward, and future connections to the west to Fred Richards Park. This important pedestrian network is an attractive destination for both residents and visitors alike. New development along the spine must respond to and respect this important public amenity. Greater Southdale District | Design Experience Guidelines March 5, 2019 page 20 The sub-district to the west side of France between 69th and Parklawn is a unique transition zone within the Greater Southdale District. Any proposed developments within this zone should be approached with special sensitivity. This means that the street experience within that zone should be perceived as connected to the Cornelia neighborhood through landscaping and trees, and buildings that gradually transition in both height and function and use between lower intensity neighborhoods to the more commercially-focused district on the east side of France Avenue. The West Promenade, a new north-south pedestrian, bike and vehicle street/woonerf that accommodates service access, is envisioned between France Avenue and the Cornelia neighborhood. This new shared street is intended to provide service access to new developments along France (keeping vehicular traffic out of single family neighborhoods), and providing a new framework to support the transition from townhouses and lower-scale residential buildings on the west side of the West Promenade, to slightly taller buildings on the east side of the West Promenade. Street Room Typology 1A West Promenade / Transition to Cornelia Neighborhood Transition Zones 1A West Promenade 1B West Promenade (South) 1C East Promenade 2 Cornelia Overlay 3 New Local Streets 4 Primary East-West Streets 5 Boulevards 6Central Promenade Spine NPARKLAWN AVE.76TH STREETMINNESOTA DR.GALLAGHER DR.72ND STREETHAZELTON RD.70TH STREET69TH STREET66TH STREET65TH STREETFRANCE AVE. YORK AVE. VALLEY VIEW RD. BARRIE RD. XERXES AVE. EDINBOROUGH WAY77TH STREET78TH STREET Greater Southdale District | Design Experience Guidelines March 5, 2019 page 21 Dimensional Characteristics of Street Room Typology 1A West Promenade / Transition to Cornelia Neighborhood As illustrated in the section above, within this transition zone, building heights will step up incrementally, from those that are adjacent to single family homes to those that are facing France Avenue to provide a more gradual transition from the residential neighborhood to the more commercially-oriented Southdale District. The street room experience within Typology 1A will be shaped by the following experience guidelines: • New buildings that are adjacent to single family residential properties, on the west side of the West Promenade, should not exceed 36 feet in height. Townhomes are the preferred residential typology in this area of the transition zone. • All ground level space east of the West Promenade should have 20-foot floor-to-floor height. This dimension allows for flexibility to accommodate one level of retail space along the street, or two-story townhomes facing the West Promenade. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. • On the east side of the West Promenade, building faces should not exceed 50’ in height. Any height above that limit should step back 20 feet from the facade of the building. • On France Avenue, a 50 foot setback is required from curb to face of building with a maximum building height of 60 feet. • On individual developments, should the City choose to permit height above the 60-foot height limit, it is recommended that additional height above 60 feet step back from the face of the building by a minimum of 10 feet in depth and 12 feet in height. Street Typologies West Promenade Transition to the Cornelia Neighborhood A “Woonerf” reallocates the public right-of-way to create a place for people and plantings while accommodating slow-moving vehicles. The street is elevated so it is flush with the sidewalk, allowing for a continuous walking surface. When the street is closed for public events such as a festival, the area becomes a public plaza. The proposed building setbacks and building step-backs are intended to create a gradual transition in use and scale from the existing Cornelia Neighborhood on the west to France Avenue to the east. Between a transitional Street “Woonerf” is used as both a collector for neighborhood needs and a barrier against additional vehicular traffic flowing into the neighborhood. This street-park hybrid is considered as public open space and needs to be programmed. With a perpetual festival permit in place, the street becomes a venue for community events such as salsa dancing, a wine crush or a pop-up playground. Within the district it is the intention to define a series of street rooms each having their own characteristics and connections to the existing neighborhoods and other parts of the district to enhance the experience of the pedestrian creating both a sense of place and safe environment to be in. The West Promenade is intended to be a pedestrian and bicycle collector between the existing residential neighborhood. A1 Traffic Lanes 50 Foot Setback France Avenue 50 Feet West Promenade “Woonerf” (60’ wide Street) Single Family ResidenceTownhouses 36 Feet maximum 20 Foot Step Back Mixed Use Buildings 60 Feet Maximum Neighborhood Street 15 Foot Front Yard Setback60 Feet Maximum Greater Southdale District | Design Experience Guidelines March 5, 2019 page 22 Street Room Typology 1B West Promenade Between Parklawn and Minnesota Drive South of the zone designated as Street Room Typology 1A (where the Cornelia transition area immediately abuts single family neighborhoods), the Street Room experience shifts to respond to its changing context. It becomes one that is more commercial in nature and in concert with the expected higher intensity in the southwest quadrant the Greater Southdale District. As the West Promenade extends south into Typology 1B, it continues to serve pedestrian, vehicular and service access. Uniform building heights on each side of the West Promenade are intended to support the transition from existing multi-family housing to taller buildings at the south end of France Avenue near the gateway from 494. Transition Zones 1A West Promenade 1B West Promenade (South) 1C East Promenade 2 Cornelia Overlay 3 New Local Streets 4 Primary East-West Streets 5 Boulevards 6Central Promenade Spine NPARKLAWN AVE.76TH STREETMINNESOTA DR.GALLAGHER DR.72ND STREETHAZELTON RD.70TH STREET69TH STREET66TH STREET65TH STREETFRANCE AVE. YORK AVE. VALLEY VIEW RD. BARRIE RD. XERXES AVE. EDINBOROUGH WAY77TH STREET78TH STREET Greater Southdale District | Design Experience Guidelines March 5, 2019 page 23 Dimensional Characteristics of Street Room Typology 1B West Side of France Between Parklawn and Minnesota Drive Within this zone, existing buildings are more commercial in nature and do not immediately abut single family neighborhoods. This unique condition lends itself to new development along the West Promenade that is still lower in scale, without the preference for townhomes or smaller scale buildings along one edge, as in Typology 1A. The street room experience within Typology 1B will be shaped by the following experience guidelines: • Building faces at the West Promenade within Typology 1B shall not exceed 50 feet in height. Any height above that limit should step back 20 feet from the facade of the building. • All street level space shall be 20 feet, floor-to-floor in height. This dimension allows for flexibility for retail space (on France) and two-story townhomes facing the West Promenade. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. • Building faces on the east side of the West Promenade are intended to provide continuity in scale and experience from Street Room Typology 1A and from one side of the street to another. West Promenade“Woonerf”(60’ wide Street) 20 Foot Step Back 50 Feet 20 Foot Step Back Street TypologiesWest Promenade A2 A “Woonerf” reallocates the public right-of-way to create a place for people and plantings while accommodating slow- moving vehicles. The street is elevated so it is flush with the sidewalk, allowing for a continuous walking surface. When the street is closed for public events such as a festival, the area becomes a public plaza. This street-park hybrid is considered as public open space and needs to be programmed. With a perpetual festival permit in place, the street becomes a venue for community events such as salsa dancing, a wine crush or a pop-up playground. 60 Feet 105 Feet 20 Foot Step Back 2 Foot Step Back Traffic Lanes 50 Foot Setback France Avenue 60 FeetMaximum Greater Southdale District | Design Experience Guidelines March 5, 2019 page 24 Street Room Typology 1C East Promenade and Xerxes Avenue: Transition to Richfield Similar to the transition strategy on the west side of France Avenue, on the east side of the district, the existing Xerxes Avenue South is recast as the East Promenade to transition between the single family Richfield neighborhood to the east and the more commercially focused Greater Southdale District on the west. The general character of Xerxes is single family housing on the Richfield side and multi-family residential backed up to commercial on York Avenue. The intent of this typology is to have townhouses along the street, set back to a taller building above, creating an scale appropriate to the existing character of the street. Xerxes is bisected by Yorktown Park and Adams Hill Park, near the Southdale YMCA. When Xerxes transitions through Yorktown Park and Adams Hill Park, the street becomes more woonerf-like, without vehicular traffic. This street-park hybrid is considered as public open space and needs to be programmed. This typology extends along the north end of Xerxes between 65th and Highway 62 without the woonerf designation. Transition Zones 1A West Promenade 1B West Promenade (South) 1C East Promenade 2 Cornelia Overlay 3 New Local Streets 4 Primary East-West Streets 5 Boulevards 6Central Promenade Spine NPARKLAWN AVE.76TH STREETMINNESOTA DR.GALLAGHER DR.72ND STREETHAZELTON RD.70TH STREET69TH STREET66TH STREET65TH STREETFRANCE AVE. YORK AVE. VALLEY VIEW RD. BARRIE RD. XERXES AVE. EDINBOROUGH WAY77TH STREET78TH STREET Greater Southdale District | Design Experience Guidelines March 5, 2019 page 25 The street room experience within Typology 1C will be shaped by the following experience guidelines: • On both Xerxes Avenue north of 65th and on the East Promenade, a 15-foot “front yard” setback is required from curb to face of building. • Building faces at the East Promenade across the street from single-family homes shall not exceed 36 feet in height. Height above that limit shall step back 20 feet from the facade of the building, and shall not exceed 60 feet in height. Any further height shall step back an additional 20 feet, to a maximum height of 84 feet. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. • See Street Room Typology 5 for description of dimensional characteristics of new development facing York Avenue. Dimensional Characteristics of Street Room Typology 1C East Promenade and Xerxes Avenue: Transition to Richfield Street TypologiesEast Promenade Transition to the Richfield Neighborhood The East Promenade Transition on Xerxes Avenue South is between the Richfield neighborhood to the east and the Southdale District on the west. The character of the street is bisected buy Adams Place Park that is east York Avenue and the Southdale YMCA. The general character of the Xerxes is single family housing on the Richfield side and multi-family residential backed up to commercial on York Avenue. The intent of the building step back with townhouses transition to taller building creating an scale appropriate to the existing character of the street. When Xerxes transitions to Adams Place Park the character of the street becomes more Woonerf like in without vehicular traffic. This street-park hybrid is considered as public open space and needs to be programmed. With a perpetual festival permit in place, the street becomes a venue for community events such as salsa dancing, a wine crush or a pop-up playground. A3 50’ height limit East Promenade Existing Neighborhood Street Single Family Residence 36 Feet 60 Feet 20 Foot Step Back 20 Foot Step Back 15 Foot Front Yard Setback 84 Feet Greater Southdale District | Design Experience Guidelines March 5, 2019 page 26 Street Room Typology 2 Cornelia Overlay at France Avenue As a reflection of the scale of buildings east of the West Promenade in Street Room Typology 1A, Typology 2 extends the scale of this potential new development to the east side of France Avenue from Gallagher Drive to south of 68th Street. This strategy is intended to frame the street room experience along this corridor with similarly scaled buildings that are respectful of the nearby single family neighborhoods. The goal is to establish this zone along France as a more commercially-focused corridor (rather than residential) while employing similar height buildings as on the west side of France within the Cornelia transition zone. Transition Zones 1A West Promenade 1B West Promenade (South) 1C East Promenade 2 Cornelia Overlay 3 New Local Streets 4 Primary East-West Streets 5 Boulevards 6Central Promenade Spine NPARKLAWN AVE.76TH STREETMINNESOTA DR.GALLAGHER DR.72ND STREETHAZELTON RD.70TH STREET69TH STREET66TH STREET65TH STREETFRANCE AVE. YORK AVE. VALLEY VIEW RD. BARRIE RD. XERXES AVE. EDINBOROUGH WAY77TH STREET78TH STREET Greater Southdale District | Design Experience Guidelines March 5, 2019 page 27 The street room experience within Typology 2 will be shaped by the following experience guidelines: • On France Avenue, a 50-foot setback is required from curb to face of building with a building podium height of 60 feet. Above the 60-foot height limit, additional height should step back 10 feet from the face of the building, to a maximum height of 84 feet. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. Dimensional Characteristics of Street Room Typology 2 Cornelia Overlay at France Avenue 84 Feet France Avenue 60 Feet Traffic Lanes50 Foot Setback 10 Foot Step Back Greater Southdale District | Design Experience Guidelines March 5, 2019 page 28 Street Room Typology 3 New Local Streets These new local streets, created as part of the strategy of breaking down the scale of the existing superblocks, will augment the current street network, providing new circulation options that can connect residents and visitors across the district, and support community life. Creating internal pedestrian walkways, with accommodation for bicycles and potentially cars, combined with existing public and private infrastructure, supports connections within and outside the block. The width of these new local streets, and the corresponding building form is based on the nature of the uses within the larger superblock structure. Streets can be lined with a mix of uses, including residential, commercial, or retail. They contain shady places to walk the dog or sit and have a coffee connecting to neighborhood parks, places of worship, and schools. Unique to the Greater Southdale District, some of these local streets may become linear parks between buildings, with vehicular access limited only to emergency responders. Transition Zones 1A West Promenade 1B West Promenade (South) 1C East Promenade 2 Cornelia Overlay 3 New Local Streets 4 Primary East-West Streets 5 Boulevards 6Central Promenade Spine NPARKLAWN AVE.76TH STREETMINNESOTA DR.GALLAGHER DR.72ND STREETHAZELTON RD.70TH STREET69TH STREET66TH STREET65TH STREETFRANCE AVE. YORK AVE. VALLEY VIEW RD. BARRIE RD. XERXES AVE. EDINBOROUGH WAY77TH STREET78TH STREET Greater Southdale District | Design Experience Guidelines March 5, 2019 page 29 Street Typologies60’ Wide Connector Street Typical 60’ Wide Local Street (within super-blocks) 105 Feet 20 Foot Step Back 60 Feet 2 Foot Step Back 2 Way Traffic Plus Parking 12’ Sidewalk 12’ Sidewalk It is recommended that buildings above 60 feet step back a minimum of 20 feet when there is an opposing building at the street edge Podium Heights can vary The intent is to create a street that provides a access from roads that are bordered by France and York and are connected by east /west streets such as ParklawnAve, ParklawnCourt, Hazelton Road, W 70th, W 69th, W 65th. Internal street within the supper block provide interconnections between supper block connecting residents across the district north and south supporting potential for community space. By creating pedestrians walkways with existing public and private infrastructure thereby supporting connections within and outside the block. The street width is based on the nature of the uses within the larger super block structure. They can be lined with a mix of uses, including residential and retailwhile providing connectivity within a neighborhood. They contain shady places to walk the dog or sit and have a coffee connecting to neighborhood parks, places of worship, and schools. Unique to the Greater Southdale District, many of the Connector Streets may become entirely devoted to landscaping. B The street room experience within Typology 3 will be shaped by the following experience guidelines: • New local streets should be 60 feet in width. Those streets which carry vehicular traffic should comprise two traffic lanes with two lanes of parking or pick-up/drop-off. Sidewalks should be located on each side of these vehicular streets as illustrated in the diagram above. • Minimizing vehicular access to provide drop off, service and parking can be planned to share the vehicular needs of blocks allowing the remaining spaces between the remaining blocks to be used in a variety of ways for the benefit of the community. This “space between” buildings can be transformed into pocket parks, gardens, play areas, plazas, wetlands, and many other activities that support the health and wellbeing of the community. • Building podium heights can vary, from 36 feet up to 60 feet. • Above the 60 foot height limit, the long sides of a rectangular or “L” shaped building need to step back 20 feet from the street room facade (as illustrated in the building at left in the diagram above), and the narrow ends need to step back 2 feet from the street room facade (building at right in diagram above). This minimizes the impact of the taller building form on sunlight at the street, and provides a lower-scale building at the street, resulting in a more cohesive and comfortable pedestrian experience. The footprint on taller residential buildings should not exceed 12,000 SF, while taller commercial buildings are permitted larger footprints of up to 24,000 SF for efficient space utilization. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. Vehicular access to the buildings should be as close as possible to primary superblock streets (e.g. Typology 4 or 5). Dimensional Characteristics of Street Room Typology 3 New Local Streets Greater Southdale District | Design Experience Guidelines March 5, 2019 page 30 Street Room Typology 4 Primary East-West Streets These streets, including 69th Street, 70th Street, Hazelton Road, Parklawn Avenue, and West 76th Street, serve an important role within the district. These are unique streets in that they form the district’s superblocks with France and York Avenues, keeping traffic out of adjacent single family neighborhoods while connecting to the neighborhoods through the 30 foot setbacks that are landscaped to provide a pedestrian focused experience. This typology is intended to respect the neighborhood scale and context in a meaningful way, with an ample tree canopy, extensive setbacks and consistently-scaled buildings at the face of the public realm. By employing these characteristics, the landscape experience of the single family residential neighborhoods is extended through the Greater Southdale District. Street Room Typology 4 consists of streets that are between 110 and 125 feet wide, with two lanes of traffic in each direction, a center median and no parking. Several of these existing streets feature roundabouts. These streets provide access to parking and building services for buildings in Typology 3, as described previously. Transition Zones 1A West Promenade 1B West Promenade (South) 1C East Promenade 2 Cornelia Overlay 3 New Local Streets 4 Primary East-West Streets 5 Boulevards 6Central Promenade Spine NPARKLAWN AVE.76TH STREETMINNESOTA DR.GALLAGHER DR.72ND STREETHAZELTON RD.70TH STREET69TH STREET66TH STREET65TH STREETFRANCE AVE. YORK AVE. VALLEY VIEW RD. BARRIE RD. XERXES AVE. EDINBOROUGH WAY77TH STREET78TH STREET Greater Southdale District | Design Experience Guidelines March 5, 2019 page 31 The street room experience within Typology 4 will be shaped by the following experience guidelines: • Within this typology, a 30 foot setback is required from curb to face of building with a building podium height of 60 feet. Above the 60-foot height limit, additional height should step back 30 feet from the face of the building, to a maximum height of 105 feet. Any height about 105 feet should step back and additional 10 feet from the face of the building. • Building podiums along these streets need to maintain as closely as possible the 60-foot height limit while still adhering to the guidance of 75% of building face at the setback line to create the fundamental experience of the street room. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. Dimensional Characteristics of Street Room Typology 4 Primary East-West Streets Existing East West Streets 60 Feet 20 Foot Step Back 30 Foot Step Back Traffic Lanes30 Foot Setback 30 Foot Setback 69thStreet, 70thStreet, Hazelton Road, ParklawnAvenue and 76th Street are unique streets to the Greater Southdale District. They form a super grid with France Avenue and York Avenue, keeping traffic out of adjacent single family neighborhoods while connecting to the neighborhoods through the 30 foot setback that are landscaped to provide a pedestrian focused experience. The streets act as collectors that provide a balance between pedestrian and vehicular circulation. Local streets and Woonerfs perpendicular to these streets will provide access to shops, galleries, restaurants, hotels, offices, and residential uses. Tree shaded benches in the streetscape will provide a place for pedestrians to rest, storm water management and bicyclists can use these streets to connect from home to small outdoor cafés and other amenities. Street TypologiesPrimary East-West Streets C Greater Southdale District | Design Experience Guidelines March 5, 2019 page 32 Street Room Typology 5 The Boulevards Streets that are included in this typology include the primary district boulevards such as France Avenue, York Avenue, W 66th Street and W 77th Street. In addition to being the widest streets in the district, they also currently carry a high volume of vehicular traffic. The intent of this typology is to create streets that connect the Greater Southdale District to the larger Edina community. These commercially-focused streets will reinforce the district’s unique role in serving Edina’s neighborhoods, while at the same time, recognizing that the district has a role in the broader metropolitan region—providing employment, health, retail, entertainment, and a wide range of housing options. The streets that fall into Typology 5 will have the greatest impact in conveying the overall identity of the district, with wide, multi-use streetscapes lined with a double row of trees within a consistent 50-foot setback. Medians may also be present in the boulevard streetscape to accommodate plantings and/or mass transit lines and stations. In many cases, boulevards will be adjacent to the tallest buildings in the district and will be the locations for transit stops. Transition Zones 1A West Promenade 1B West Promenade (South) 1C East Promenade 2 Cornelia Overlay 3 New Local Streets 4 Primary East-West Streets 5 Boulevards 6Central Promenade Spine NPARKLAWN AVE.76TH STREETMINNESOTA DR.GALLAGHER DR.72ND STREETHAZELTON RD.70TH STREET69TH STREET66TH STREET65TH STREETFRANCE AVE. YORK AVE. VALLEY VIEW RD. BARRIE RD. XERXES AVE. EDINBOROUGH WAY77TH STREET78TH STREET Greater Southdale District | Design Experience Guidelines March 5, 2019 page 33 Dimensional Characteristics of Street Room Typology 5 The Boulevards On these wide streets, a sense of scale is maintained by creating a uniform street wall of 60 feet, with taller structures stepping back from this 60-foot datum. This consistency in building heights along the street will form the edge of the street room—bridging between lower intensity and transitional areas, and the higher intensity zones within the Greater Southdale District. The street room experience within Typology 5 will be shaped by the following experience guidelines: • On France Avenue, a 50 foot setback is required from curb to face of building with a minimum building height of 60 feet (diagram at left). Above that 60 foot height, the building face should step back two feet to create a cornice line, and can then extend to 105 feet. Above 105 feet, building faces must step back an additional 10 feet (as illustrated in diagram at right, above.) • Building podiums along these streets need to maintain as closely as possible the 60-foot height limit while still adhering to the guidance of 75% of building face at the setback line to create the fundamental experience of the street room. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. • Parking and building services should not be accessed via these streets. • Incorporate 10- to 12-foot wide sidewalks that create opportunities for gathering, outdoor cafes, pavilions, etc. • Within the 50-foot setback, trees should be planted in a double row to add a strong canopy for pedestrian activity. Street Typologies Boulevards France Avenue, York Avenue, W 66th Streetand W 76th and W 77th: multi-modal thoroughfares within the Greater Southdale District. They have wide, multi-use streetscapes lined with a double row of trees. Medians may also be present in the Boulevard streetscape to accommodate plantings as well as mass transit lines and stations. In many cases, Boulevards will be adjacent to the tallest buildings in the district and will be the locations for transit stops. D A 50 feet setback is required from curb to face of building with minimum building height of 60 feet with a maximum building height of 105 feet. Any part of the building above 105 feet requires a 20 foot step back. Preferred building materials: Concrete, steel or heavy timber structural frame. 60 Feet 105 Feet 10 Foot Step Back 2Foot Step Back Traffic Lanes50 Foot Setback France AvenueFrance Avenue 60 Feet Traffic Lanes50 Foot Setback Greater Southdale District | Design Experience Guidelines March 5, 2019 page 34 Street Room Typology 6 Central Promenade Spine The Central Promenade Spine is intended to connect the Greater Southdale District from the west at Highway 100, extending east to the heart of Centennial Lakes and beyond to Edinborough Park. This Central Spine also extends the existing Promenade north through the Galleria and Southdale Center, and north across a future green lid over Highway 62 to Strachauer Park. The Central Promenade Spine traverses through a variety of building types, ranging from townhouses to multi-family housing, to low scale commercial/retail buildings, to mid-rise office buildings. As the physical form of buildings along this spine evolves, natural sunlight light and limited shadow will determine the experiential use of the space. Creating maximum height of 36 feet at its edges will support a mix of uses fronting the spine. Height above this 36 foot limit will step back from the building face, maximizing the program of new buildings rising along its edges without compromising the experience of walking and biking through a park- like environment Transition Zones 1A West Promenade 1B West Promenade (South) 1C East Promenade 2 Cornelia Overlay 3 New Local Streets 4 Primary East-West Streets 5 Boulevards 6Central Promenade Spine NPARKLAWN AVE.76TH STREETMINNESOTA DR.GALLAGHER DR.72ND STREETHAZELTON RD.70TH STREET69TH STREET66TH STREET65TH STREETFRANCE AVE. YORK AVE. VALLEY VIEW RD. BARRIE RD. XERXES AVE. EDINBOROUGH WAY77TH STREET78TH STREET Greater Southdale District | Design Experience Guidelines March 5, 2019 page 35 The street room experience within Typology 6 will be shaped by the following experience guidelines: • The 36 foot height along the Central Spine encourages a mix of uses focused on entertainment venues such as restaurants, gathering places or community-oriented facilities that provide destinations to come to and stay at. These lower-scale buildings that line the Promenade should reflect its stature as a special community amenity, with a rich variety of architectural experiences that front this park-like environment. • Above 36 feet, buildings shall step back 20 feet to the 60 foot podium height. Above 60 feet, buildings shall step back an additional 20 feet. • Buildings above the 60 foot height limit should be oriented to maximize the amount of sun on the Promenade. • Locations where Typology 6 intersects Typology 4 and 5 are critical to reinforce the idea of the linear public spine that connects this entire district. These intersections are the gateway to the Spine and should have a unique architectural response. • All parking, other than short-term retail or guest parking, and building services need to be located below grade or hidden within the building. If on ground level or above, parking and/or building services must be surrounded on all sides by program space such as commercial or housing. Dimensional Characteristics of Street Room Typology 6 Central Promenade Spine Street TypologiesCentral Promenade Spine The Central Promenade Spine is intended to connect the Greater Southdale District from the west at Highway 100, east to the heart of Centennial Lakes, along the existing Promenade north through The Galleria and Southdale Mall and north to Strachauer Park. The Central Promenade Spine transverses through different building types from 2 and 3 story Townhouses to 1 and 2 story commercial/retail buildings to 6 story office buildings. In imagining the future of the spine natural sunlight light and limited shadow will determine the experiential use of the space. Creating maximum height of 36 feet at its edges support a mix of uses fronting the spine while not limiting additional height to maximize the program of new building rising along its edges will not compromise the experience of walking and biking through a park like environment 50’ height limit Central Promenade Spine 36 Feet 60 Feet 20 Foot Step Back 20 Foot Step Back 105 Foot Maximum 15 Foot Front Yard Setback E Greater Southdale District | Design Experience Guidelines March 5, 2019 page 36 5 Implementing and Measuring the Guidance Ten Things to Remember Greater Southdale District | Design Experience Guidelines March 5, 2019 page 37 1. Every new development begins with the 200’ x 200’ block, or some variation based on context. 2. Every block or building in a development will need streets to connect between buildings. Not all of these streets will need to accommodate vehicles, providing the opportunity for parks, plazas or courtyards—important parts of the public realm. 3. Buildings will not be greater than 200 feet in length, thereby minimizing the negative impact continuous walls can have on a comfortable pedestrian experience. 4. All streets are not equal. The plan outlines a hierarchy that is driven by the kind of experiences that are expected on these streets and how they facilitate an enlivened public realm. 5. Designated transition zones are about maintaining the quality of life in these areas without restricting growth in other parts of the district. 6. Promenades and East-West Streets are the bridge between single family neighborhoods, such as the Cornelia neighborhood of Edina and the west side of Richfield, to more intense parts of the district. 7. Street Rooms will intersect and overlap each other in many circumstances. At these intersections, lower building heights should prevail, giving the smaller scaled building precedence over larger scale buildings. 8. Building footprints above 60 feet in height are limited to 12,000 SF for residential uses, and 24,000 SF for commercial. 9. Within the first 60 vertical feet of a building, primary materials systems that are more traditional like brick, stone, glass wall systems are preferred. Above 60 feet, other materials such as metal wall systems within a larger curtainwall system, can be introduced. These baseline parameters should not be a deterrent to architectural innovation but rather are intended to serve as a measure of quality and continuity throughout the district 10. Transparency at the ground level facing the public realm is key to the individual experience and is a catalyst for how to activate and maintain a community-based approach to daily life and experience. 5. Implementing and Measuring the Guidance Ten Things to Remember Sketch Plan Review –7235 France Avenue (Macy’s Furniture Store Site) EdinaMN.gov 2 Site EdinaMN.gov 3 Site EdinaMN.gov 4 Site EdinaMN.gov 5 Site EdinaMN.gov 6 Date: April 18, 2023 Agenda Item #: IX.A. To:Mayor and City Council Item Type: Minutes From:Perry Vetter, Parks & Recreation Director Item Activity: Subject:Minutes: Parks & Recreation Commission Mar. 14, 2023 Information CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: None; information only. INTRODUCTION: Receive the minutes from the March 14, 2023, Parks & Recreation Commission meeting. ATTACHMENTS: Description Minutes: Parks & Recreation Commission March 14, 2023 Draft Minutes☐ Approved Minutes☒ Approved Date: 4/11/2023 Minutes City of Edina, Minnesota Edina Parks & Recreation Commission Braemar Golf Course March 14, 2023 7 p.m. I. Call to Order Chair Doscotch called the meeting to order at 7 p.m. II. Roll Call Answering roll call were Commissioners Doscotch, Haas, Ites, Luangrath, Pfuhl, Spanhake, Weaver, Welsh and Ytterbo Absent: Student Commissioners Horsager and DeFor Staff Present: Staff Liaison Perry Vetter, Assistant Director Recreation and Facilities Tracy Peterson, Recreation Supervisor Casey Hagert, Recreation Supervisor Nicole Gorman, City Forester Luther Overholt and Administrative Coordinator Janet Canton III. Approval of Meeting Agenda Motion made by Haas to approve the meeting agenda. Motion seconded by Pfuhl. Motion carried. IV. Approval of Meeting Minutes Motion made by Haas to approve the Feb. 14, 2023 minutes. Motion seconded by Spanhake. Motion carried. V. Special Recognitions and Presentations A. Welcome New Members to the Parks & Recreation Commission Commissioner Greg Ytterbo and Commissioner Joe Luangrath introduced themselves to the Commission. The Commission introduced themselves to the new Commissioners. VI. Community Comment None VII. Reports/Recommendations A. Senior Center Update Nicole Gorman, Recreation Supervisor, gave a presentation updating the Commission on the facts, services, classes, rentals, new programs, etc. at the Senior Center. The Commission thanked Recreation Supervisor Gorman for her update. B. Outdoor Ice Rink Season Recap & Preview of Summer Sports Casey Hagert, Recreation Supervisor, gave a presentation outlining the staff, attendance, etc. from the past outdoor ice rink season. He also gave an update on the upcoming rentals and Draft Minutes☐ Approved Minutes☒ Approved Date: 4/11/2023 programming/registration. The Commission asked questions about offering more programming, and the popularity of programs. C. Community Forestry Update Luther Overholt, City Forester, gave an update on the first residential tree sale, the NextGen tree sale and the revised residential tree ordinance. The Commission asked questions regarding educating the public on tree planting guidelines, funding, and success rates of planted trees. D. 2023 Work Plan Commissioner Doscotch gave an explanation and introduction of the six initiatives on the 2023 Work Plan. Initiative #1 – Support Fred Richards Park Implementation. Commissioner Ites informed the Commission the committee met today and discussed their next steps and would like to meet with Staff Liaison Vetter to give them some guidance on the three bullet points assigned by staff. Initiative #2 – Support Braemar Park Implementation. No update given. Commissioner Luangrath asked to be added to this initiative. Initiative #3 – Support Braemar Arena Implementation. No update given. Commissioner Spanhake will be the lead on this initiative. Commissioner Ytterbo asked to be added to this initiative. Initiative #4 – Alternative Funding Sources. No update given. Commissioner Pfuhl indicated she could drop off this initiative if someone else wanted to be on it. Initiative #5 – Comparable Community Parks/Recreational Opportunities. Commissioner Luangrath asked to be added to this initiative. Initiative #6 – Parks & Recreation Presentations. Commissioner Weaver indicated they are building a presentation and determining the next steps. VIII. Chair and Member Comments Commissioner Ites discussed the continued parking problem by the golf dome. IX. Staff Comments A. Informational Items Staff Liaison Vetter gave the following updates: Aquatic Center season passes are now available at a discounted rate through April 30. With the recent press Braemar Arena has received regarding the Zamboni driver shortage has led to new applications. They have started their summer hiring campaign and have sent out advertisements. B. Upcoming Meetings and Events Staff Liaison Vetter indicated that the next meeting will be held on Tuesday, April 11, 2023 and they hope to bring the Strachauer Master Plan for the Commission to review and comment. Draft Minutes☐ Approved Minutes☒ Approved Date: 4/11/2023 Also, the Joint City Council and Parks & Recreation Commission work session will be held on Tuesday, May 16, 2023 at 5:30 p.m. X. Adjournment Motion made by Pfuhl to adjourn the March 14, 2023 meeting at 8:40 p.m. Motion seconded by Weaver. Meeting adjourned. Date: April 18, 2023 Agenda Item #: X.A. To:Mayor and City Council Item Type: Other From:Andrew Slama, Fire Chief Item Activity: Subject:Railroad Safety Legislative Position Statement Information CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: None. INTRODUCTION: At the April 4th, 2023, Edina City Council meeting, Council Member Jackson requested staff draft a legislative position statement on railroad safety and emergency response. ATTACHMENTS: Description Railroad Safety Legislative Position City of Edina • 4801 W. 50th St. • Edina, MN 55424 Fire Department and Administration Department Phone 952-927-8861 • Fax 952-826-0390 • EdinaMN.gov Date: April 18, 2023 To: Mayor and City Council From: Andrew Slama, Fire Chief Subject: Railroad Safety Legislative Position Statement Background At the April 4, 2023, Edina City Council meeting, Council Member Jackson requested staff draft a legislative position statement on railroad safety and emergency response. The City of Edina belongs to the Municipal Legislative Commission (MLC), the Association of Metropolitan Municipalities (Metro Cities), and the League of Minnesota Cities (LMC). In most cases, the City’s interests align with these organizations’ interests, and Metro Cities and the League of Minnesota Cities have legislative positions closely aligned with Edina’s on rail safety. Legislative Position: Railroad Safety The City has one railroad that runs through the center of Edina, with two trains running daily on the tracks, and there are numerous other tracks within a 10-mile radius. The City supports measures to mitigate negative safety concerns, noise, and environmental impacts of railroads and increase communications with first responders for municipal emergency response to non-rail incidents and rail incidents. The City supports these measures because: The number and length of trains in the state and metro area are increasing. Recent derailments highlight the risk that rail poses to communities. Rail is an essential part of the national economy and reduces impacts on other infrastructure, so it must be maintained and operated safely in communities. Date: April 18, 2023 Agenda Item #: X.B. To:Mayor and City Council Item Type: Report / Recommendation From:Scott H. Neal, City Manager Item Activity: Subject:Follow-Up for Planning Commission Work Plan Item Information CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: INTRODUCTION: Date: April 18, 2023 Agenda Item #: X.C. To:Mayor and City Council Item Type: From: Item Activity: Subject:Prep Memo Apr. 18, 2023 CITY OF EDINA 4801 West 50th Street Edina, MN 55424 www.edinamn.gov ACTION REQUESTED: INTRODUCTION: ATTACHMENTS: Description Prep Memo for Apr. 18 From: Scott H. Neal <sneal@EdinaMN.gov> Sent: Tuesday, April 18, 2023 4:15 PM To: jhovland@hovlandrasmus.com; James Pierce <JPierce@EdinaMN.gov>; Carolyn Jackson <CJackson@EdinaMN.gov>; Kate Agnew <kagnew@EdinaMN.gov>; Julie Risser <jrisser@EdinaMN.gov> Cc: Lisa Schaefer <LSchaefer@EdinaMN.gov>; Sharon Allison <SAllison@EdinaMN.gov> Subject: Prep Memorandum for the April 18m 2023 Work Session and Council Meeting Good Afternoon Everyone – We have a very full evening tonight of interesting content at both the Work Session and the Council Meeting. WORK SESSION The Work Session is divided equally between a joint meeting with the Arts & Culture Commission to review their work plan progress and a discussion with staff about an operational assessment performed for Centennial Lakes Park. COUNCIL MEETING Council Member Risser has requested to remove item VI.A. from the Consent Agenda. This item is the minutes form the April 4, 2023 work session and regular meeting. There is one factual error in the minutes that misstates the results of a recorded vote. There are two points where Council Member Risser takes issue with the factual status of comments made at the meeting by ACM Schaefer. Our meeting minute principle is to report what was said at the meeting; not what should have been said. This is matter for Council review. We have three Special Reports tonight, all of which are interesting with seasoned presenters. Item VIII.C. on the Reports & Recommendations agenda is an item denying a liquor license. We don’t do this very often, and don’t have clear protocol around the due process afforded the applicant. Staff will request the Council table this action to the May 2 Council meeting at which we will schedule a hearing for the staff to present their recommendation and for the applicant to ask for grace. Item VIII.F. is the action that makes the technical correction for our 2023 water fees. Since this item was first considered by the Council at the March 21 Council meeting, staff have facilitated a meeting for Council Members Agnew and Risser to learn more about our utility rate structure and to as questions directly to our utility rate consulting team at Ehlers. Staff requests affirmative Council action on this item tonight. Finance Director Alisha McAndrews will be present tonight virtually. Just a reminder that we are scheduled to have a short HRA meeting tonight following the Council meeting to affirm the Council’s actions on the TIF agreement, should it be approved by the Council at the Council meeting. That’s all that I have for you right now. Scott Scott H. Neal, City Manager 952-826-0401 | Fax 952-826-0390 sneal@EdinaMN.gov | EdinaMN.gov Follow me on Twitter.