HomeMy WebLinkAbout2026-03-17 City Council Meeting Packet
City Council Meeting Agenda
March 17, 2026, 7:00 PM
Edina City Hall, Council Chambers, 4801 W. 50th St.
Participate in the meeting:
Watch the meeting on cable TV or YouTube.com/EdinaTV.
Provide feedback during Community Comment by calling 312-535-8110. Enter access code 2631 522
7125. Password is 5454. Press *3 on your telephone keypad when you would like to get in the queue to
speak. A staff member will unmute you when it is your turn to speak.
Accessibility Support:
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 amplification, an interpreter, large-print documents or something
else, please call 952-927-8861 at least 72 hours in advance of the meeting.
1. Call to Order
2. Roll Call
3. Pledge of Allegiance
4. Approval of Meeting Agenda
5. 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.
5.1. City Manager's Response to Community Comments
6. 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 roll call vote of majority of Council
Members present to approve, unless otherwise noted in consent item.)
6.1. Minutes: Mar. 3 Work Session and Regular
Page 1 of 352
6.2. Payment of Claims
6.3. Purchase Request: SeeClickFix Annual Software Renewal
6.4. Purchase Request: Annual CivicPlus Central Software Renewal
6.5. Purchase Request: 2026 Trackless Sidewalk Snow Removal Machine with Accessories
6.6. Resolution 2026-15: Approving a Grant Application and Agreement between the
Metropolitan Council and the City of Edina for Sewer Rehabilitation Work
6.7. Purchase Request: Streetlight Removal on York and Parklawn Avenues
6.8. Purchase Request: Geotechnical Services for 2027 Interlachen Blvd Street Reconstruction
6.9. Purchase Request: Mill Pond Harvesting
6.10. Purchase Request: 2026 Stormwater Model Annual Updates and Water Resources
Management Plan Support
6.11. Purchase Request: 2026 Ford F-600 with Accessories
6.12. Purchase Request: Ash Tree Removal and Replacement Grant Additional Plantings
6.13. Purchase Request: 2026 Ford F-150 Hybrid
6.14. Purchase Request: Two 2026 Ford F-250's
6.15. Purchase Request: 2026 Ford F-450 with Accessories
6.16. Purchase Request: Professional Services Agreement for Braemar Field Sports Dome
Installation and Takedown
6.17. Purchase Request: Bi-Directional Radio Amplifiers with ANCOM Communications
6.18. Purchase Request: Water Heaters for Braemar Arena
6.19. Purchase Request: 2026 Residential & Small Site Review Support Professional Services
6.20. Liquor License Renewals
6.21. On-Sale Intoxicating Liquor License: RH F&B Minnesota LLC dba RH (Restoration Hardware)
Page 2 of 352
7. Special Recognitions and Presentations
7.1. Citizen Award Presentation
7.2. Recognition for Officer of the Year, Firefighter of the Year, and Public Safety Employee of the
Year
8. Reports/Recommendations
8.1. Sale of Property at 5146 Eden Avenue to Arcadia Ave Partners, LLC
A. Resolution 2026-16: Approving the Sale of City Property Located at 5146 Eden Avenue
8.2. Braemar Park Master Plan Presentation: Improvements at Golf Dome Trailhead Parking and
Pickleball
8.3. Purchase Request: Braemar Park Master Plan Preconstruction Tree Clearing and Grubbing at
Braemar Golf Dome
9. Commission Correspondence
9.1. Joint Advisory Communication: Wooddale Ave Bike Lane Project
10. Manager's Comments
10.1. 2026 Student Commissioner Annual Onboarding Update
11. Mayor and Council Comments
12. Adjournment
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Item Report
March 17, 2026
City Council
Item Number: 5.1 Department: Administration
Item Activity: Information Prepared By: Scott Neal, City Manager
Item Title: City Manager's Response to Community Comments
Action Requested:
None, information only.
Information/Background:
Responses to questions posed during Community Comment at the last meeting were posted on the
City's website (URL). City Manager Neal will provide summaries of those responses during the meeting.
Supporting Documentation:
None
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Item Report
March 17, 2026
City Council
Item Number: 6.1 Department: Administration
Item Activity: Action Prepared By: Sharon Allison, City Clerk
Item Title: Minutes: Mar. 3 Work Session and Regular
Action Requested:
Approve minutes as presented.
Information/Background:
Supporting Documentation:
1. Minutes: Work Session, Mar. 3, 2026
2. Minutes: Regular, Mar. 3, 2026
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MINUTES
OF THE EDINA CITY COUNCIL
WORK SESSION
COMMUNITY ROOM, CITY HALL
TUESDAY, MARCH 3, 2026
5:30 P.M.
1.0 CALL TO ORDER
Mayor Hovland called the meeting to order at 5:30 p.m.
2.0 ROLL CALL
Answering roll call were Members Agnew, Jackson, Pierce, Risser, and Mayor Hovland.
Staff in attendance: Scott Neal, City Manager; Ari Lenz, Assistant City Manager; Zoe Johnson, City
Management Fellow; Jennifer Bennerotte, Communications Director; Chad Millner, Public Works
Director/City Engineer; Ross Bintner, Engineering Services Manager; Perry Vetter, Parks &
Recreation Director; Jake Miller, I.T. Specialist; and Sharon Allison, City Clerk.
3.0 MEETING TOPICS
3.1. Motion to Move to Closed Session as Permitted by M.S. 13D.05, Subd. 3 to
Discuss Grandview Pedestrian Bridge ADA Inquiry with Department of Justice
(DOJ)
Member Pierce made a motion, seconded by Member Jackson. Ayes: Agnew, Jackson, Pierce,
Risser, Hovland. Motion carried.
3.2. Grandview Pedestrian Bridge ADA Inquiry with Department of Justice
Staff and the City's legal counsel Hannah Felix and Joe Neubauer, from the League of MN Cities
updated the Council on the DOJ’s inquiry into the Grandview Pedestrian Bridge ADA.
3.3. Motion to Move Back into Open Session
Member Jackson made a motion, seconded by Member Pierce. Ayes: Agnew, Jackson, Pierce,
Risser, Hovland. Motion carried.
3.4 2027 Budget Kick-off
The City Manager introduced the 2027 budget process and provided a high-level overview of
the timeline and fiscal outlook. Finance Director Thao noted that the presentation marked the
official start of the 2027 budget process and reviewed the tentative schedule.
Council asked about the role of the consultant at the retreat and whether a moderator would
be helpful for the budget discussion. Assistant City Manager Lenz clarified that a consultant is
being considered for the City Manager search process rather than the retreat. Council asked
how confident staff will be in the budget presented in April and Thao shared there will be some
level of confidence, but it will look different as numbers are refined. She reminded Council that
they approved a 7.94% levy in 2026 and if service levels remained the same, 2027’s projected
levy increase is expected to be 9.82% as a starting point but would evolve as additional
information becomes available.
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Council discussed how to structure the process, so Council receives information that shows
several options for levy impacts, as well as the importance of providing additional clarity earlier
in the process to alleviate the time constraint of the past two years. Additional discussion
included the potential need for an October budget meeting, monitoring pending state legislation
that could affect pricing or revenue assumptions, and reviewing major capital improvement
projects. Staff noted several significant capital projects may require bonding and discussed the
need to evaluate asset preservation, equipment replacement, and long-term maintenance
funding, including facilities such as the pool. Assistant City Manager Lenz noted that additional
discussion would be held at upcoming meetings, including the State of Utilities presentation on
March 17.
3.5 Digital Accessibility Update
Communications Director Bennerotte presented an update on the City’s efforts to comply
with the Web Content Accessibility Guidelines (WCAG) and upcoming ADA requirements for
digital communications, which take effect in April 2026. She explained that the requirements
apply to both internal and external digital communications, though the City’s current focus is
on externally facing platforms. The City currently maintains more than 40 websites and
applications. Staff have been working with vendors to evaluate compliance, and four platforms
have been confirmed compliant to date, though significant work remains. The City’s website
was redesigned in fall 2025, but not all content currently meets accessibility standards.
Bennerotte described ongoing work including evaluating platforms, transitioning away from
some systems in favor of more compliant solutions, remediating existing content, and in some
cases removing content that cannot be made accessible, and requirements such as closed
captioning and providing descriptive explanations of graphics presented during meetings. She
emphasized that accessibility efforts are not intended to reduce transparency but rather to
ensure information is accessible to all users. She also outlined the process for determining
when remediation may be considered an undue burden and noted that many organizations
across the state and country are facing similar challenges and may not meet the April
compliance deadline. Council asked questions about accessibility of documents in the Board
Portal.
4. ADJOURNMENT
Mayor Hovland adjourned the meeting at 6:55 p.m.
Respectfully submitted,
Sharon Allison, City Clerk
James B. Hovland, Mayor
Minutes approved by Edina City Council, March 17, 2026. Audio copy of the work session available.
Page 7 of 352
Page 1
MINUTES
OF THE REGULAR MEETING OF THE
EDINA CITY COUNCIL
HELD AT CITY HALL
MARCH 3, 2026
7:00 P.M.
I.0 CALL TO ORDER
Mayor Hovland called the meeting to order at 7:05 p.m.
2.0 ROLLCALL
Answering rollcall were Members Agnew, Jackson, Pierce, Risser, and Hovland.
3.0 PLEDGE OF ALLEGIANCE
4.0 MEETING AGENDA – APPROVED
Member Agnew made a motion, seconded by Member Pierce, approving the meeting
agenda, removing Item 6.14, Petition Response: Stop Control at Brookview Ave and
W 55th Street. Ayes: Agnew, Jackson, Pierce, Risser, Hovland. Motion carried.
5.0 COMMUNITY COMMENT
Ralph Zickert noted that Manager Neal has been moonlighting and founded a consulting company
out of Wisconsin, and asked why that is the case.
Allison Schumacher voiced her concerns with the Public Works department and the late removal
of her item from the agenda tonight. Mrs. Schumacher stated that the basis of the decision-making
is outdated and asked how many other residents’ concerns are pushed aside and put on the consent
agenda. Mrs. Schumacher asked if the Council would approve a trial of a 4-way stop at her
intersection.
Stacey Schonfeld stated that there are 13 families within a one-block radius of this intersection and
asked that the Council review this to think proactively about how they can keep their kids safe.
Joy Vogt noted that they are informally tracking nearly 6 ICE enforcements that have happened in
the City’s boundaries and asked what the City is doing to keep their residents safe. Mrs. Vogt noted
that they need to do something to prevent evictions.
Laura Lukens asked how it has been presented that everyone wins with the new potential lawful
gambling ordinance. Mrs. Lukens encouraged the Council to look into what nonprofits will actually
benefit from this.
Alyssa Pankratz stated that the intersection at Brookview is very unique and thanked the Council
for considering the matter again.
Molly Soran stated that she has a lot of concerns regarding the intersection at Brookview and the
dangers from it for their children.
5.1. CITY MANAGER’S RESPONSE TO COMMUNITY COMMENTS
City Manager Neal responded to Community Comments from current and past meetings.
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Page 2
6.0 CONSENT AGENDA – ADOPTED
Member Jackson made a motion, seconded by Member Pierce, approving the consent
agenda as follows:
6.1. Approve regular meeting minutes of February 4, 2026, and regular and work
session meeting minutes of February 17, 2026
6.2. Approve Claims for Payment for Check Register Pre-List Dated February 13,
2026, totaling $2,709,887.31, and Check Register Claims Pre-List Dated
February 20, 2026, totaling $3,828,581.40
6.3. Edina Housing Foundation Appointments
6.4. Waive Second Reading Adopting Ordinance No. 2026-05, Amending Chapter
20, Article VI, Property Maintenance
6.5. Request for Purchase, Valuation Services for Braemar Arena Sponsorships,
awarding the bid to the recommended low bidder, Superlative Group at $25,000
6.6. Request for Purchase, Commissioning Services for Braemar Ice Arena
Renovation and Expansion Project, awarding the bid to the recommended low
bidder, KFI Engineers, at $190,800
6.7. Land-Use Agreement for the Mirror Lake Alum Treatment
6.8. Request for Purchase, 494 Corridor Commission Member Dues, awarding the
bid to the recommended low bidder, I-494 Corridor Commission at $32,871
6.9. Request for Purchase, Professional Services for Old Fire Station #2 Building
Demolition Specifications with BKV Architects, awarding the bid to the
recommended low bidder, BKV Architects Inc., at $22,500
6.10. Request for Purchase, Streetlights for York Avenue and Parklawn Avenue,
awarding the bid to the recommended low bidder, Xcel Energy at $204,927.18
6.11. Request for Purchase, Bulk Fuel, awarding the bid to the recommended low
bidder, Mansfield Oil Company, at $490,000
6.12. Request for Purchase, Contract Amendment #1: Professional Services for Final
Design of Interlachen Boulevard 2027 Street Reconstruction, awarding the bid
to the recommended low bidder, Short Elliot Hendrickson at $348, 540
6.13. Traffic Safety Reports of December 9, 2025, and January 27, 2026
6.15. Petition Response: Interlachen Boulevard and Vandervork Avenue Crosswalk
6.16 Petition: School Hour Parking and Stopping Restrictions on Concord Terrace
and St. Johns Avenue
6.17. Adopt Resolution No. 2026-11, entering into MnDOT Agreement No. 1062130
for Rosland Park Pedestrian Bridge State Funding
6.18. Adopt Resolution No. 2026-12, supporting Minnesota GreenCorps Green
Transportation Host Site Application
6.19. Adopt Resolution No. 2026-13, supporting Minnesota GreenCorps Community
Readiness & Outreach Host Site Application
6.20. Adopt Resolution No. 2026-14, supporting Minnesota GreenCorps Forestry
Host Site Application
6.21. Out-of-State Travel for Council Members Jackson and Risser
6.22. On-Sale Intoxicating Liquor License Takumi Sushi Inc. dba Takumi Sushi
6.23. On-Sale Intoxicating Liquor License New Social Edina LLC dba Pinstripes
6.24. Liquor License Renewals
Ayes: Agnew, Jackson, Pierce, Risser, Hovland. Motion carried.
7.0 SPECIAL RECOGNITIONS AND PRESENTATIONS
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Page 3
7.1 EDINA HIGH SCHOOL DEBATE TEAM CHAMPIONSHIP RECOGNITION -
RECOGNIZED
Coach Schmitt acknowledged the two winners of the 2026 and 2025 State Championships and gave
a brief background on their history with the Debate Team, noting that they will be competing for
the National Title in Virginia. Mayor Hovland recognized Aditi Jha, Valerie Schimitt, and their
coaches on their Lincoln-Douglas Debate State Championship wins.
8.0 PUBLIC HEARINGS HELD – Affidavits of Notice presented and ordered placed on file.
8.1. CONTINUE PUBLIC HEARING TO APRIL 7, 2026: CONDITIONAL USE
PERMIT FOR HIGHLANDS ELEMENTARY SCHOOL, 5505 DONCASTER WAY -
CONTINUED TO APRIL 7, 2026. Member Jackson made a motion, seconded by
Member Pierce, to table and continue the public hearing for the Conditional Use
Permit for Highlands Elementary School to the April 7, 2026, City Council meeting.
Ayes: Agnew, Jackson, Pierce, Risser, Hovland. Motion carried.
9.0 REPORTS / RECOMMENDATIONS
9.1. RESOLUTION NO. 2026-09 ACCEPTING DONATIONS – ADOPTED
Mayor Hovland explained that to comply with State Statutes; all donations to the City must be
adopted by Resolution and approved by four favorable votes of the Council accepting the donations.
Member Jackson introduced and moved adoption of Resolution No. 2026-09 accepting
various grants and donations. Member Pierce seconded the motion. Ayes: Agnew, Jackson,
Pierce, Risser, Hovland. Motion carried.
9.2 TRANSPORTATION COMMISSION REPORT: CITY POLICIES/ORDINANCES
REQUIRING WALKING AND BIKING IMPROVEMENTS - DISCUSSED
Chris Brown, Transportation Commission, gave a presentation on the Transportation Commission
initiative, commission recommendations, Edina Pedestrian and Bicycle Master Plan (PBMP), case
studies from MA and CA, strategic objectives, Edina resident support, and the Energy and
Environment Commission support.
Engineering Director Millner discussed the PBMP Implementation, changes to proposed bicycle
facilities, and staff recommendations.
The Council asked questions regarding projects that were not approved in the past; gave feedback
regarding taking into account shady patches of sidewalks and ice, and evaluating the impact on the
sidewalks when setback variances are requested, and discussed the decision-making process for
variances and figured out a way to help the community see why this is important and why they
should support it.
Mr. Brown stated that the hope of this work plan is to execute the broader vision they have to
create a safe network for bicyclists and pedestrians.
The Council suggested getting a field perspective for future project proposals to help get a sense
of the request.
Member Pierce made a motion, seconded by Member Jackson, to direct staff to include
community engagement around proposed pedestrian and bicycle facilities as a part of
the 2028 Comprehensive Plan development process. Ayes: Agnew, Jackson, Pierce, Risser,
Hovland. Motion carried.
Page 10 of 352
Page 4
9.3 TRANSPORTATION COMMISSION REPORT: CITY CODE SEC. 26-282 REGARDING
ELECTRIC-ASSISTED BICYCLES – DISCUSSED
Mr. Millner gave a presentation on the updated e-bike definitions, the Transportation Commission
initiative, strategic objectives, Police Department feedback, and the staff recommendation.
The Council asked questions regarding signage, how many of the 94 concerns came after the
ordinance went into effect in April 2025, what specific Edina data they have, what other cities have
allowed e-bikes on sidewalks, and data on e-bike accidents; gave feedback regarding not hearing as
many complaints regarding e-bikes since the ordinance went into effect; expressed concerns
regarding not having a way to classify the lower vs. higher horsepower e-bikes, and noted that they
would like to encourage e-bikers to ride on the road if they feel safe, and if the sidewalk is used,
then they should yield to pedestrians.
Member Risser made a motion, seconded by Member Pierce, to direct staff to draft an
ordinance repealing the ban on electric-assisted bicycles on public sidewalks. Ayes:
Agnew, Pierce, Risser, Hovland. Nay: Jackson. Motion carried.
9.4 ORDINANCE 2026-06 AMENDING CHAPTER 2 OF THE CITY CODE SETTING 4TH
TIER FOR RESIDENTIAL WATER USE – ADOPTED
Nick Anhut, Ehlers & Associates, presented a background on the 4th Residential Tier, adopted 2026
water rates, impact on residents, and the 2025 Utility Rate Study.
The Council asked questions regarding single-family vs multi-family residential, impact on water
usage, and percentage increase from tier 2 to tier 3. Mr. Anhut noted that they have residential,
multi-family, and commercial accounts, and irrigation meters. Mr. Anhut noted that over time, these
levels may decrease, but he does not expect an immediate impact; there are lots of factors, like
rainfall, that will impact this. The Council expressed concerns regarding the percentage of increases
they are proposing. Mr. Anhut noted that with this structure, the revenue would help offset the
City’s debt needs.
Member Jackson made a motion to grant First Reading and waive Second Reading of
Ordinance 2026-06, amending Chapter 2, Section 2-724, Schedule A, setting the 4th
tier for residential water use. Member Agnew seconded the motion. Ayes: Agnew, Jackson,
Pierce, Risser, Hovland. Motion carried.
Member Jackson made a motion, seconded by Member Pierce, to approve summary
publication of Ordinance 2026-06. Ayes: Agnew, Jackson, Pierce, Risser, Hovland. Motion
carried.
9.5. ORDINANCE 2026-04, AMENDMENT REGARDING TREE PROTECTION - ADOPTED
Parks and Recreation Director Vetter noted that the residential tree sale opened on Monday, and
they have already sold 138 trees. Mr. Vetter noted that residents can find out how to purchase
trees from the City’s website.
Mr. Vetter gave an overview of the changes that are being proposed with the ordinance, including
being effective for all zoning districts, definitions, replanting requirements, exemptions, and
repealing Chapter 10 and amending Chapter 30 of the City Code.
The Council thanked Mr. Vetter for the follow-up discussion and for addressing questions from the
last meeting and noted its appreciation for the Canopy Connect program, but noted that there
needs to be a way of recognizing tree density per lot.
Page 11 of 352
Page 5
Member Jackson made a motion to grant Second Reading, adopting Ordinance 2026-
04, an amendment regarding tree protection. Member Agnew seconded the motion. Ayes:
Agnew, Jackson, Pierce, Risser, Hovland. Motion carried.
Member Agnew made a motion, seconded by Member Jackson, to approve summary
publication of Ordinance 2026-04. Ayes: Agnew, Jackson, Pierce, Risser, Hovland. Motion
carried.
10.0 MANAGER’S COMMENTS – Received
11.0 MAYOR AND COUNCIL COMMENTS – Received
12.0 ADJOURNMENT
Member Jackson made a motion, seconded by Member Agnew, to adjourn the meeting
at 9:33 p.m. Ayes: Agnew, Jackson, Pierce, Risser, Hovland. Motion carried.
Respectfully submitted,
Sharon Allison, City Clerk
James B. Hovland, Mayor
Minutes approved by Edina City Council, March 17, 2026. Video Copy of March 3, 2026, meeting
available.
Page 12 of 352
Item Report
March 17, 2026
City Council
Item Number: 6.2 Department: Finance
Item Activity: Action Prepared By: Pa Thao, Finance Director
Item Title: Payment of Claims
Action Requested:
Approve claims for payment
Information/Background:
For security purposes and to meet ADA Web Content Accessibility Guidelines (URL), the detailed claims
reports are not included in the public packet but they are available to City Council through a secure
Board Portal. To request the claims reports, please submit a data request (URL).
List of Payment Claims:
1. Check Register Claims Pre-List Dated 02.27.2026 Total $1,157,627.23
2. Check Register Claims Pre-List Dated 02.28.2026 Total $89,688.26
3. Check Register Claims Pre-List Dated 02.28.2026 Total $850,000.00 (1011)
4. Check Register Claims Pre-List Dated 03.06.2026 Total $4,957,903.71
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City of Edina, MN
A/P CASH DISBURSEMENTS JOURNAL
Report generated: 03/02/2026 13:45User: STanGeilProgram ID: apcshdsb
Page 3
JOURNAL ENTRIES TO BE CREATED
FUND BALANCE SEG YEAR PER JNL EFF DATE DEBIT CREDIT
ACCOUNT ACCOUNT DESCRIPTION
9999 Pooled Cash Fund 2026 2 1534 02/28/2026 9999-1012 Control BS - CashAP 89,688.26 9999-2010 Control BS - Accts Pay 89,688.26
FUND TOTAL 89,688.26 89,688.26
** END OF REPORT - Generated by Shirleng Tan Geil **
Page 76 of 352
City of Edina, MN
A/P CASH DISBURSEMENTS JOURNAL
Report generated: 03/02/2026 13:45User: 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
INVOICE DTL DESC
20260209 02/09/2026 MANL 112118 US BANK NATIONAL ASSOCATION 20260126 02/09/2026 89,688.26
Invoice: 20260126 PCard January 2026
89,688.26 9999.000.00.000.0000.00000.0000.0000.2011 Control BS - ACI Liab
CHECK 20260209 TOTAL: 89,688.26
NUMBER OF CHECKS 1 *** CASH ACCOUNT TOTAL *** 89,688.26
COUNT AMOUNT
TOTAL MANUAL CHECKS 1 89,688.26
*** GRAND TOTAL *** 89,688.26
Page 77 of 352
City of Edina, MN
A/P CASH DISBURSEMENTS JOURNAL
Report generated: 03/02/2026 13:45User: STanGeilProgram ID: apcshdsb
Page 2
JOURNAL ENTRIES TO BE CREATED
CLERK: STanGeil
YEAR PER JNL
SRC ACCOUNT ACCOUNT DESC T OB DEBIT CREDIT
EFF DATE JNL DESC REF 1 REF 2 REF 3 LINE DESC
2026 2 1534APP 9999-2010 Control BS - Accts Pay 89,688.26 02/28/2026 CASH DISB SG AP CASH DISBURSEMENTS JOURNAL APP 9999-1012 Control BS - CashAP 89,688.26 02/28/2026 CASH DISB SG AP CASH DISBURSEMENTS JOURNAL
JOURNAL 2026/02/1534 TOTAL 89,688.26 89,688.26
Page 78 of 352
City of Edina, MN
A/P CASH DISBURSEMENTS JOURNAL
Report generated: 03/02/2026 13:47User: STanGeilProgram ID: apcshdsb
Page 4
JOURNAL ENTRIES TO BE CREATED
FUND SUB FUND DUE TO DUE FR
2600 Housing & Redvlpmt Authority 850,000.009999 Pooled Cash Fund 850,000.00
TOTAL 850,000.00 850,000.00
** END OF REPORT - Generated by Shirleng Tan Geil **
Page 79 of 352
City of Edina, MN
A/P CASH DISBURSEMENTS JOURNAL
Report generated: 03/02/2026 13:47User: STanGeilProgram ID: apcshdsb
Page 1
CASH ACCOUNT: 9999 1011 Control BS - CashOp CHECK NO CHK DATE TYPE VENDOR NAME INVOICE INV DATE PO CHECK RUN NET
INVOICE DTL DESC
310 02/12/2026 WIRE 143653 GUARANTY COMMERCIAL TITLE INC SHSP draw-1 02/09/2026 850,000.00
Invoice: SHSP draw-1
850,000.00 2600.SPC.GG.DEV.2610.26103.0000.0000.6102 SoDa 2 TIF - Contr Svrs
CHECK 310 TOTAL: 850,000.00
NUMBER OF CHECKS 1 *** CASH ACCOUNT TOTAL *** 850,000.00
COUNT AMOUNT
TOTAL WIRE TRANSFERS 1 850,000.00
*** GRAND TOTAL *** 850,000.00
Page 80 of 352
City of Edina, MN
A/P CASH DISBURSEMENTS JOURNAL
Report generated: 03/02/2026 13:47User: STanGeilProgram ID: apcshdsb
Page 2
JOURNAL ENTRIES TO BE CREATED
CLERK: STanGeil
YEAR PER JNL
SRC ACCOUNT ACCOUNT DESC T OB DEBIT CREDIT
EFF DATE JNL DESC REF 1 REF 2 REF 3 LINE DESC
2026 2 1536APP 26126103-2010 SoDa 2 TIF - Accts Pay 850,000.00 02/28/2026 CASH DISB SG AP CASH DISBURSEMENTS JOURNAL APP 9999-1011 Control BS - CashOp 850,000.00 02/28/2026 CASH DISB SG AP CASH DISBURSEMENTS JOURNAL
GENERAL LEDGER TOTAL 850,000.00 850,000.00
APP 9999-2099 Control BS - PoolCashL 850,000.00
02/28/2026 CASH DISB SG
APP 26126103-1010 SoDa 2 TIF - Cash 850,000.00
02/28/2026 CASH DISB SG
SYSTEM GENERATED ENTRIES TOTAL 850,000.00 850,000.00
JOURNAL 2026/02/1536 TOTAL 1,700,000.00 1,700,000.00
Page 81 of 352
City of Edina, MN
A/P CASH DISBURSEMENTS JOURNAL
Report generated: 03/02/2026 13:47User: STanGeilProgram ID: apcshdsb
Page 3
JOURNAL ENTRIES TO BE CREATED
FUND BALANCE SEG YEAR PER JNL EFF DATE DEBIT CREDIT
ACCOUNT ACCOUNT DESCRIPTION
2600 26103 HRA /Southdale 2026 2 1536 02/28/2026 26126103-1010 SoDa 2 TIF - Cash 850,000.00 26126103-2010 SoDa 2 TIF - Accts Pay 850,000.00
FUND TOTAL 850,000.00 850,000.00
9999 Pooled Cash Fund 2026 2 1536 02/28/2026
9999-1011 Control BS - CashOp 850,000.00
9999-2099 Control BS - PoolCashL 850,000.00
FUND TOTAL 850,000.00 850,000.00
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Page 144 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.3 Department: Communications
Item Activity: Action Prepared By: Jennifer Bennerotte, Communications Director
Item Title: Purchase Request: SeeClickFix Annual Software Renewal
Action Requested:
Approve the annual renewal of the City's contract with SeeClickFix for Edina 311 and online "report a
problem" functionality with CivicPlus LLC for $27,108.07.
Requisition Number: 12600079
Vendor: CivicPlus
Equipment Status: N/A
Funding Source: General Fund
Cost: $27,108.07
Information/Background:
For several years, the City has contracted with SeeClickFix for a customer relationship management
(CRM) software solution providing a one-stop tool for the City to receive, track and respond to
resident service requests.
To date, 5,864 issues have been reported through the system and fixed. Request types include 50th &
France maintenance, bias & discrimination at City buildings and parks, damaged mailbox, dumping of
trash and rubbish on City streets, fire hydrant maintenance, food or waterborne illness, general
feedback, Green to Go packaging concern, high grass or weeds on private property, improper
disposal into the storm drain, machinery or equipment noise complaint, missing or damaged street
sign, a non-illness food, pools or lodging complaint, park problem, property maintenance, on-street
parking and vehicles, overgrown vegetation near street or sidewalk, property damage, property or sod
damage from snowplow, sewer backup and issues, sidewalk concern or damage, snow removal, solid
waste & recycling, storm water problem, street lights or traffic signal outage, streets, traffic safety and
water issues.
The software is integrated with the Public Works Department's work order management system and
the Public Health Division's licensing software, EnerGov by Tyler Technologies.
Resources/Financial Impacts:
The expense will be paid out of the General Fund by the Communications and Public Works
departments and Public Health Division. No additional fiscal or operational impact.
Page 145 of 352
Relationship to City Policies/Plans/Budget Pillars:
Report-a-problem features like those offered through Edina 311 help communities identify and resolve
issues more quickly by giving residents an easy way to report concerns such as potholes, broken
streetlights, graffiti or park maintenance needs. Because residents are often the first to notice these
problems, digital reporting tools allow them to share key details — including location, descriptions and
photos — so City staff can quickly route the request to the right department and respond more
efficiently.
These systems also improve transparency and engagement by allowing residents to track the status
of their requests and see when work has been completed. Over time, the data collected helps the City
identify trends, prioritize repairs and allocate resources more effectively. In this way, report-a-problem
tools turn residents into partners in maintaining a safe, clean and well-maintained community.
Strong Foundation Reliable Service Livable City Better Together
Values Impact:
Engagement
Edina 311 encourages engagement by empowering residents to actively
participate in caring for their community and partnering with the City to
keep neighborhoods safe, clean and well maintained.
Equity
The software advances equity by giving all residents a simple,
accessible way to report concerns and request service, regardless of
whether they know who to contact at City Hall.
Health
Edina 311 promotes health and safety by helping staff quickly address
issues such as damaged sidewalks, unsafe intersections or
maintenance concerns in parks and public spaces.
Stewardship The tool also strengthens stewardship by allowing the City to respond
efficiently and maintain public infrastructure and community assets.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 146 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.4 Department: Communications
Item Activity: Action Prepared By: Jennifer Bennerotte, Communications Director
Item Title: Purchase Request: Annual CivicPlus Central Software Renewal
Action Requested:
Approve the renewal of the CivicPlus Central software for the City's website, EdinaMN.gov.
Requisition Number: 12600080
Vendor: CivicPlus
Equipment Status: N/A
Funding Source: General Fund
Cost: $23,726.25
Information/Background:
The City contract with CivicPlus for software for its primary website, EdinaMN.gov, and its subsites
hosted on the same platform:
• BraemarArena.com
• CentennialLakesPark.com
• EdinaMN.gov/EconomicDevelopment
• EdinaAquaticCenter.com
• EdinaParks.com
• EdinaSeniorCenter.com
• EdinboroughPark.com
• OpenDoorsEdina.org
• PoliceandFire.training
The fee, which reflects a 5% increase over 2025, includes hosting and support, platinum security, forms
encryption and some training.
Resources/Financial Impacts:
The renewal will largely be paid for by the Communications Department out of the General Fund. $630
of the expense will be paid for by the South Metro Public Safety Training Facility for security for their
portion of the website.
Relationship to City Policies/Plans/Budget Pillars:
Central to the City's digital foundation, EdinaMN.gov serves as a central, reliable source of information
and services for residents, businesses and visitors. It provides easy access to City news, programs,
permits, meeting materials and service requests, helping people find what they need without having
to visit City Hall or make a phone call. A well-designed website also improves transparency by sharing
information about City decisions, projects and priorities, while offering convenient ways for the
Page 147 of 352
community to connect with staff and participate in local government.
Strong Foundation Reliable Service Better Together
Values Impact:
Engagement
The City's website strengthens engagement by helping residents stay
informed and participate in community discussions and decision-
making.
Equity
The City's website advances equity by making information and services
accessible to anyone with an internet connection and by supporting
accessibility standards for people with disabilities.
Health
EdinaMN.gov contributes to community health and safety by sharing
timely alerts, public safety information and resources that help residents
stay informed and prepared.
Stewardship
The site also supports stewardship by delivering services and
information efficiently, reducing administrative burden and improving
service delivery.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 148 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.5 Department: Public Works
Item Activity: Action Prepared By: Amy Highum, Inventory Control Specialist, Derik
Otten, Facility Manager
Item Title: Purchase Request: 2026 Trackless Sidewalk Snow Removal Machine with Accessories
Action Requested:
Approve purchase request 2026 Trackless Sidewalk Snow Removal Machine with accessories from
Macqueen for $247,495.00
Requisition Number: 12600073
Vendor: Macqueen Equipment
Equipment Status: Replacement
Funding Source: CIP
Cost: $247,495
Information/Background:
This piece of equipment is used to aid in snow removal on city-maintained sidewalks. This piece of
equipment is replacing a 2010 trackless snow removal machine that is at the end of its useful life.
Resources/Financial Impacts:
This vehicle was funded through the capital replacement plan as part of the CIP.
Relationship to City Policies/Plans/Budget Pillars:
This piece of equipment removes snow from sidewalks aligning with the Comprehensive Plan,
Pedestrian & Bicycle Master Plan and Climate Action Plan. It is included in the Capital Equipment
Replacment Plan.
Reliable Service
Values Impact:
Stewardship Replacing aging equipment at the appropriate time is sound asset
management practice.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 149 of 352
Item Report
March 17, 2026
City Council
Item Number: 6.6 Department: Public Works
Item Activity: Action Prepared By: Ross Bintner, Engineering Services Manager
Item Title: Resolution 2026-15: Approving a Grant Application and Agreement between the
Metropolitan Council and the City of Edina for Sewer Rehabilitation Work
Action Requested:
Approve Resolution 2026-15 approving a grant application and agreement with the Metropolitan
Council for sewer rehabilitation.
Information/Background:
Following approval of the resolution, the Met Council will compute final grant awards and forward a
grant agreement for signature. The grant funds reimburse a portion of eligible project costs from 2024
and 2025 for sanitary sewer rehabilitation work.
Resources/Financial Impacts:
These grant funds reimburse costs already incurred to rehabilitate the sanitary sewer to reduce inflow
and infiltration. The source of funding is from MN State Bonding.
Relationship to City Policies/Plans/Budget Pillars:
Repair and rehabilitation of sanitary infrastructure helps keep our infrastructure resilient and reliable.
Strong Foundation Reliable Service Livable City Better Together
Values Impact:
Health Proper control of sanitary wastes prevents disease.
Stewardship Maintaining sanitary infrastructure helps keep infracture systems
working.
Sustainability Proper treatment of sanitary waste returns water to the environment
without causing harm.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 150 of 352
Resolution 2026-15: Approving a Grant Application and
Agreement between the Metropolitan Council and the
City of Edina for Sewer Rehabilitation Work
Whereas the Minnesota Legislature has appropriated to the Metropolitan Council funds for a grant
program to be administered by the Council for the purpose of providing grants to municipalities for
capital improvements to public municipal wastewater collection systems to reduce the amount of
inflow and infiltration to the Council’s metropolitan sanitary sewer disposal system (“I/I Municipal Grant
Program”); and
Whereas the City of Edina submitted a preliminary application for grant funds and the Council
identified the City has a contributor of excessive inflow and infiltration to the Council’s metropolitan
sanitary sewer disposal system and thus an eligible applicant for grant funds under the I/I Municipal
Grant Program;
Now therefore be it resolved by the City Council of the City of Edina that the City Council approves the
grant application and agreement between the Metropolitan Council and the City of Edina and
authorizes the Mayor and City Manager to sign said grant agreement.
Dated: March 17, 2026
Page 151 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.7 Department: Public Works
Item Activity: Action Prepared By: Noah Silver, Electrical Supervisor
Item Title: Purchase Request: Streetlight Removal on York and Parklawn Avenues
Action Requested:
Approve Purchase Request for Streetlight Removal on York and Parklawn Avenues by Killmer Electric
for $36,897.00.
Requisition Number: 12600082
Vendor: Killmer Electric
Equipment Status: Removal
Funding Source: Street Lighting Regular Contracted Services
Cost: $36,897.00
Information/Background:
The existing streetlights on York Ave. from Edinborough Way to north of Parklawn Ave. and on Parklawn
Ave. from France Ave. to 76th Street are past their service life. The thirty-eight (38) existing streetlights
will be removed by Killmer Electric to prepare for the installation of the new Xcel Energy streetlights.
Resources/Financial Impacts:
This removal is within the streetlight operations budget and part of the City's street lighting
replacement plan.
Relationship to City Policies/Plans/Budget Pillars:
This aligns with the Comprehensive Plan and the City's street lighting replacement plan.
Strong Foundation Reliable Service Livable City Better Together
Values Impact:
Stewardship Capital assets and infrastructure systems are managed to minimize risk
and sustain service levels to be safe and reliable.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 152 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.8 Department: Public Works
Item Activity: Action Prepared By: Chad Millner, Director of Public Works and City
Engineer
Item Title: Purchase Request: Geotechnical Services for 2027 Interlachen Blvd Street Reconstruction
Action Requested:
Approve Purchase Request for Geotechnical Services for 2027 Interlachen Blvd Street Reconstruction
with Braun Intertec for $23,750.
Requisition Number: 12600083
Vendor: Braun Intertec Corp
Equipment Status: NA
Funding Source: Special Assessments, Street Levy, Utility Funds, State Aid, PACS
Cost: $23,750
Information/Background:
This contract will conduct a soils investigation to inform the 2027 Street Reconstruction Project. Soils
information helps with the design of the street, how to replace and install utility systems and the
analysis of retaining walls.
Resources/Financial Impacts:
This project is funded by special assessment, street levy, utility funds, municipal state aid and PACS.
Relationship to City Policies/Plans/Budget Pillars:
This project aligns with the Comprehensive Plan, Pedestrian & Bicycle Master Plan and Climate Action
Plan and is included in the Capital Improvement Plan.
Strong Foundation Reliable Service Livable City Better Together
Values Impact:
Stewardship Replacing aging infrastructure at the appropriate time is sound asset
management practice.
Sustainability Providing pedestrian and bicycle transportation options should reduce
vehicle miles traveled.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
Page 153 of 352
1. Proposal for Soil Borings and Laboratory Testing Interlachen Blvd Improvements (Board Portal)
Page 154 of 352
February 23, 2026 Proposal 10007921_001
Chad Milner, PE
City of Edina
7450 Metro Boulevard
Edina, MN 55439
Re: Proposal for Soil Borings and Laboratory Testing
Interlachen Boulevard Improvements 2026
East of Blake Road to Mirror Lakes Drive
Edina, Minnesota
Dear Mr. Milner:
Braun Intertec Corporation (Braun Intertec) submits this proposal to provide a soil boring and laboratory
services for the Interlachen Boulevard Improvements 2026 project at the referenced site.
Project Information
Per the information you provided, we understand the City of Edina has retained Short Elliott Hendrickson, Inc
(SEH) to prepare design documents for planned improvements to Interlachen Boulevard. As part of design
and planning, SEH has requested Braun Intertec to perform soil boring and laboratory testing services.
Scope of Services
We propose the following tasks based on the provided RFP prepared by SEH. If we encounter unfavorable or
unforeseen conditions during the completion of our tasks that lead us to recommend an expanded scope of
services, we will contact you to discuss the conditions before resuming our services.
Site Access
Based on aerial photographs, it appears the site is accessible to a truck drill rig. We assume there will be no
cause for delays in accessing the exploration locations. We are not including tree clearing, debris or
obstruction removal, grading of navigable paths, or snow plowing.
Depending on access requirements, ground conditions or potential utility confiicts, our fleld crew may alter
the exploration locations from those proposed to facilitate accessibility.
Our drilling activities may also impact the vegetation and may rut the surface to access boring locations.
Restoration of vegetation and turf is not part of our scope of services.
Page 155 of 352
City of Edina
Interlachen Boulevard Improvements 2026
Proposal 10007921_001
February 23, 2026
Braun Intertec Page 2
Staking
We understand SEH will stake the boring locations prior to our mobilization. Our crew will leave the stakes at
the completed location of each boring for SEH to survey. SEH will provide us with the survey data and a flnal
soil boring location flgure for our use.
Utility Clearance
Prior to drilling, we will contact Gopher State One Call and arrange for notiflcation of the appropriate utility
vendors to mark and clear the exploration locations of public underground utilities. You, or your authorized
representative, are responsible to notify us before we begin our work of the presence and location of any
underground objects or private utilities that are not the responsibility of public agencies.
Permits
We will obtain a right-of-way permit with the City of Edina prior to beginning our fleldwork. We assume the
City will waive permit fees as we will be completing the work for them. We assume the permit will include a
work hour restriction within public right-of-way of 9:00 AM to 3:00 PM during weekdays and our scope and
fees account for this restriction.
Traffic Control
Based on aerial images from Google Earth we anticipate performing the borings within the existing drive lane
of Interlachen Boulevard. The actual lane will depend on below grade utilities and the lateral distance to the
nearby overhead power lines on the south side of the road. Therefore, we have budgeted for 2 days of traffic
control including sub-contracted fiagger services (Safety Signs) to alert motorists to our work area.
Soil Borings
As requested, we will drill 10 standard penetration test (SPT) borings for the project to depths between 10 to
25 feet below grade. We will perform standard penetration tests at 2 1/2-foot vertical intervals to a depth of
about 15 feet, and at 5-foot intervals at greater depths.
The flgure below shows an illustration of our proposed boring locations.
Figure 1. Proposed Boring Locations
Figure provided by SEH.
Page 156 of 352
City of Edina
Interlachen Boulevard Improvements 2026
Proposal 10007921_001
February 23, 2026
Braun Intertec Page 3
We have also made provisions to obtain 2 thin-walled tube samples of the soils encountered for laboratory
testing.
If the borings encounter groundwater during or immediately after drilling of each boring, we will record the
observed depth on the boring logs. The borings will not remain open for an extended period to monitor long-
term groundwater levels.
In addition to the SPT boring, we will perform the requested 8 hand auger (HA) borings in areas that are
inaccessible to our drilling equipment. The manual hand auger borings will be extended to nominal depths of
5 feet below grade and continuous sampling will be obtained.
Borehole Abandonment
We will backflll our exploration locations immediately after completing the drilling at each location.
Minnesota Statutes require sealing temporary borings that are 15 feet deep or deeper and submitting a
Sealing Record to the MDH. Based on our proposed subsurface characterization depths, we will seal 50
linear feet of borehole with grout. Our lump sum fee includes those fees associated with the sealing. If
deeper soil borings are required, additional fees will apply.
Upon backfllling or sealing exploration locations, we will flll holes in pavements with a temporary patch.
Over time, subsidence of borehole backflll may occur, requiring releveling of surface grades or replacing
bituminous patches. We are not assuming responsibility for releveling or re-patching after we complete our
fleldwork.
Sample Review and Laboratory Testing
We will return recovered samples to our laboratory, where a geotechnical engineer will visually classify and
log them. Laboratory testing will be performed on select recovered samples as requested by SEH. As
requested, we have budgeted to perform the following laboratory tests.
Table 1. Laboratory Tests
Test Name Number of Tests ASTM Test Method Purpose
Moisture content 30 D2216 Soil classification, moisture condition, and
engineering properties
Dry unit weight 1 D7263 Dry unit weight for use in settlement and
bearing capacity analyses
Atterberg limits 6 D4318
Soil plasticity, shrink/swell potential,
engineering parameters, suitability of soils for
reuse
Sieve analysis 4 D1140 Soil classification
Organic content 2 D2974 Evaluate suitability of soils for reuse
Unconsolidated-undrained
triaxial shear strength 2 D2850
Evaluate undrained shear strength for bearing
capacity, settlement, and lateral pressure
evaluations
Page 157 of 352
City of Edina
Interlachen Boulevard Improvements 2026
Proposal 10007921_001
February 23, 2026
Braun Intertec Page 4
Note we discussed elimination of the laboratory R-value testing with SEH while preparing this proposal, thus,
R-value testing is not included.
Reporting
We will prepare a letter-style factual report after completion of the fleld exploration and requested laboratory
testing. The report will include a soil boring location sketch (provided by SEH) and summarize the drilling and
laboratory testing results and procedures. No recommendations will be provided at this time. We will only
submit an electronic copy of our report to you unless you request otherwise.
Schedule
We anticipate performing our work according to the following schedule.
▪ Drill rig mobilization – within about 3 to 5 weeks following receipt of written authorization.
▪ Field exploration – 2 days on site to complete the soil borings.
▪ Classiflcation and laboratory testing – within 1 to 2 weeks after completion of fleld exploration.
▪ Preliminary results – within 1week after completion of fleld exploration.
▪ Final report submittal – within 2 to 3 weeks after completion of fleld exploration and laboratory
testing.
If we cannot complete our proposed scope of services according to this schedule due to circumstances
beyond our control, we may need to revise this proposal prior to completing the remaining tasks.
Fees
We will furnish the services described in this proposal for a lump sum fee of $23,750. Table 2 provides a
breakdown of the proposed fees.
Table 2. Proposed Fee Breakdown
Task Fee
Utility Clearance $ 600
Drilling – SPT and HA Borings $ 9,700
Traffic Control (sub-contracted) $ 6,000
Laboratory Testing $ 3,900
Coordination and Reporting $ 3,550
Total $ 23,750
Our work may extend over several invoicing periods. As such, we will submit partial progress invoices for
work we perform during each invoicing period.
Page 158 of 352
City of Edina
Interlachen Boulevard Improvements 2026
Proposal 10007921_001
February 23, 2026
Braun Intertec Page 5
General Remarks
We based the proposed fee on the scope of services described and the assumption that you will authorize
our services within 30 days and that others will not delay us beyond our proposed schedule.
We include the Braun Intertec General Conditions, which provide additional terms and are a part of our
agreement. To accept this proposal and authorize us to proceed, please sign and return it to us in its entirety.
We appreciate the opportunity to present this proposal to you. We will be happy to meet with you to discuss
our proposed scope of services further and clarify the various scope components.
To have questions answered or schedule a time to meet and discuss our approach to this project further,
please contact Jeff Casmer at 952.995.2314 or jcasmer@braunintertec.com.
Sincerely,
Braun Intertec Corporation
Jeffrey D. Casmer, PE
Project Engineer
Bradley J. McCarter, PE
Director, Senior Engineer
Attachments:
General Conditions (11/04/2024)
The proposal is accepted, and Braun Intertec is
authorized to proceed.
_____________________________________________
Authorizer’s Firm
_____________________________________________
Authorizer’s Signature
_____________________________________________
Authorizer’s Name (please print or type)
_____________________________________________
Authorizer’s Title
_____________________________________________
Date
Page 159 of 352
Rev. 2024-11-04 Page 1 of 2
BRAUN INTERTEC GENERAL CONDITIONS
SECTION 1: AGREEMENT
1.1 Agreement. This agreement consists of these General Conditions and the
accompanying written proposal or authorization (“Agreement”). This Agreement is the
entire agreement between Consultant and Client and supersedes all prior negotiations, representations or agreements, either written or oral.
1.2 Parties to the Agreement. The parties to this Agreement are the Braun Intertec entity (“Consultant”) and the client (“Client”) as described in the accompanying written
proposal or authorization. Consultant and Client may be individually referred to as a
Party or collectively as the Parties.
SECTION 2: SCOPE OF SERVICES
2.1 Services. Consultant will provide services (“Services”) in connection with the project (“Project”) which are specifically described in this Agreement. Client understands and agrees that Consultant’s Services are limited to those which are
expressly set forth in this Agreement.
2.2 Additional Services. Any Services not specifically set forth in the Agreement constitute “Additional Services.” Additional Services must be agreed upon in writing by the Parties prior to performance of the Additional Services and may entitle Consultant to additional compensation and schedule adjustments. Additional compensation will be based upon Consultant’s then current rates and fees.
SECTION 3: PERFORMANCE OF SERVICES
3.1 Standard of Care. Consultant will perform its professional Services consistent with
the degree of care and skill exercised by members of Consultant’s profession performing under similar circumstances at the same time and in the same locality in which the professional Services are performed. CONSULTANT DISCLAIMS ALL STATUTORY, ORAL, WRITTEN, EXPRESS, AND IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
PERFORMANCE OF SERVICES IN A GOOD AND WORKMANLIKE MANNER.
3.2 Written Reports and Findings. Unless otherwise agreed in writing, Consultant’s findings, opinions, and recommendations will be provided to Client in writing and may be delivered via electronic format. Client agrees not to rely on oral findings, opinions, or recommendations.
3.3 Observation or Sampling Locations. Locations of field observations or sampling
described in Consultant’s report or shown on Consultant’s sketches reference Project
plans or information provided by others or estimates made by Consultant’s personnel.
Consultant will not survey, set, or check the accuracy of those points unless Consultant accepts that duty in writing. Client agrees that such dimensions, depths, or elevations are approximations unless specifically stated otherwise in the report. Client accepts the inherent risk that samples or observations may not be representative of items not sampled or seen and further that site conditions may vary over distance or change over
time.
3.4 Project Site Information. Client will provide Consultant with prior environmental, geotechnical and other reports, specifications, plans, and information to which Client has access about the Project site and which are necessary for Consultant to carry out Consultant’s Services. Client agrees to provide Consultant with all plans, changes in
plans, and new information as to Project site conditions until Consultant has completed
its Services.
3.5 Subsurface Objects. To the extent required to carry out Consultant’s Services,
Client agrees to provide Consultant, in a timely manner, with information that Client has regarding buried objects at the Project site. Consultant will not be responsible for locating buried objects or utilities at the Project site unless expressly set forth in this
Agreement, or expressly required by applicable law. Client agrees to hold Consultant
harmless, defend, and indemnify Consultant from claims, damages, losses, penalties
and expenses (including attorney fees) involving buried objects or utilities that were not
properly marked or identified or of which Client had or should have had knowledge but did not timely notify Consultant or correctly identify on the plans Client or others furnished to Consultant. Consultant, from time to time, may hire a third party to locate underground objects or utilities and, unless otherwise expressly stated in this
Agreement, such action shall be for the sole benefit of Consultant and in no way will
alleviate Client of its responsibilities hereunder.
3.6 Hazardous Materials. Client will notify Consultant of any knowledge or suspicion of the presence of hazardous or dangerous materials present on any Project site or in any sample or material provided to Consultant. Client agrees to provide Consultant with information in Client’s possession or control relating to such samples or materials. If
Consultant observes or suspects the presence of contaminants not anticipated in this
Agreement, Consultant may terminate Services without liability to Client or to others,
and Client will compensate Consultant for fees earned and expenses incurred up to the
time of termination.
3.7 Supervision of Others. Consultant shall have no obligation to supervise or direct Client’s representatives, contractors, or other third parties retained by Client. Consultant has no authority over or responsibility for the means, methods, techniques,
sequences, or procedures of construction selected or used by Client, Client’s
representatives, contractors, or other third parties retained by Client.
3.8 Safety. Consultant will provide a health and safety program for its employees as well
as reasonable personal protective equipment (“PPE”) typical for the performance of the Services provided by this Agreement and as required by law. Consultant shall be entitled to compensation for all extraordinary PPE required by Client. Client will provide, at no cost to Consultant, appropriate Project site safety measures which are necessary for
Consultant to perform its Services at the Project location or work areas in connection
with the Project. Consultant’s employees are expressly authorized by Client to refuse to
work under conditions that may, in an employee’s sole discretion, be unsafe. Consultant shall have no authority over or be responsible for the safety precautions and programs, or for security, at the Project site (except with respect to Consultant’s own Services and those of its subconsultants).
3.9 Project Site Access and Damage. Client will provide or ensure access to the site.
In the performance of Services some Project site damage is normal even when due care
is exercised. Consultant will use reasonable care to minimize damage to the Project
site. Unless otherwise expressly stated in this Agreement, the cost of restoration for such damage has not been included in the estimated fees and will be the responsibility of the Client.
3.10 Monitoring Wells. To the extent applicable to the Services, monitoring wells are Client’s property, and Client is responsible for monitoring well permitting, maintenance,
and abandonment unless otherwise expressly set forth in this Agreement.
3.11 Contaminant Disclosures Required by Law. Client agrees to make all disclosures related to the discovery or release of contaminants that are required by law. In the event Client does not own the Project site, Client acknowledges that it is Client’s duty to inform the owner of the Project site of the discovery or release of contaminants at the site. Client agrees to hold Consultant harmless, defend, and indemnify Consultant from
claims, damages, penalties, or losses and expenses, including attorney fees, related to
Client’s failure to make any disclosure required by law or for failing to make the
necessary disclosure to the owner of the Project site.
SECTION 4: SCHEDULE
4.1 Schedule. Consultant shall complete its obligations within a reasonable time and shall make decisions and carry out its responsibilities in a manner consistent with the Standard of Care. Specific periods of time for rendering Services or specific dates by
which Services are to be completed are provided in this Agreement. If Consultant is
delayed in the performance of the Services by actions, inactions, or neglect of Client or others for whom Client is responsible, by changes ordered in the Services, or by other causes beyond the control of Consultant, including force majeure events, then the time for Consultant’s performance of Services shall be extended and Consultant shall receive payment for all expenses attributable to the delay in accordance with
Consultant’s then current rates and fees.
4.2 Scheduling On-Site Observations or Services. To the extent Consultant’s Services
require observations, inspections, or testing be performed at the Project site, Client understands and agrees that Client, directly or indirectly through its authorized representative, has the sole right and responsibility to determine and communicate to Consultant the scheduling of observations, inspections, and testing performed by Consultant. Accordingly, Client also acknowledges that Consultant bears no
responsibility for damages that may result because Consultant did not perform such
observations, inspections, or testing that Client failed to request and schedule. Client understands that the scheduling of observations, inspections, or testing will dictate the time Consultant’s field personnel spend on the job site and agrees to pay for all services provided by Consultant due to Client’s scheduling demands in accordance with Consultant’s then current rates and fees.
SECTION 5: COST AND PAYMENT OF SERVICES
5.1 Cost Estimates. Consultant’s price or fees provided for in this Agreement are an estimate and are not a fixed amount unless otherwise expressly stated in this Agreement. Consultant’s estimated fees are based upon Consultant’s experience, knowledge, and professional judgment as well as information available to Consultant at the time of this Agreement. Actual costs may vary and are not guaranteed or warrantied.
5.2 Payment. Consultant will invoice Client on a monthly basis for Services performed.
Client will pay for Services as stated in this Agreement together with costs for Additional
Services or costs otherwise agreed to in writing within thirty (30) days of the invoice date. Unless otherwise stated in this Agreement or agreed to in writing, Consultant’s costs for all services performed will be based upon Consultant’s then current rates, fees, and charges. No retainage shall be withheld by Client. All unpaid invoices will incur an
interest charge of 1.5% per month or the maximum allowed by law.
5.3 Other Payment Conditions. Consultant will require Client credit approval and
Consultant may require payment of a retainer fee. Client agrees to pay all applicable taxes. Client’s obligation to pay for Services under this Agreement is not contingent on Client’s ability to obtain financing, governmental or regulatory agency approval, permits, final adjudication of any lawsuit, Client’s successful completion of any project,
receipt of payment from a third party, or any other event.
5.4 Third Party Payment. Provided Consultant has agreed in writing, Client may request
Consultant to invoice and receive payment from a third party for Consultant’s Services.
Consultant, in its sole discretion, may also require the third party to provide written acceptance of all terms of this Agreement. Neither payment to Consultant by a third party nor a third party’s written acceptance of all terms of this Agreement will alter Client’s rights and responsibilities under this Agreement. Client expressly agrees that
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the Agreement contains sufficient consideration notwithstanding Consultant being paid
by a third party.
5.5 Non-Payment. If Client does not pay for Services in full as agreed, Consultant may retain work not yet delivered to Client and Client agrees to return all Project Data (as defined in this Agreement) that may be in Client’s possession or under Client’s control.
If Client fails to pay Consultant in accordance with this Agreement, such nonpayment
shall be considered a default and breach of this Agreement for which Consultant may
terminate for cause consistent with the terms of this Agreement and without liability to Client or to others. Client will compensate Consultant for fees earned and expenses incurred up to the time of termination. Client agrees to be liable to Consultant for all costs and expenses Consultant incurs in the collection of amounts invoiced but not paid, including but not limited to attorney fees and costs.
SECTION 6: OWNERSHIP AND USE OF DATA
6.1 Ownership. All reports, notes, calculations, documents, and all other data prepared by Consultant in the performance of the Services (“Project Data”) are instruments of Consultant’s Services and are the property of Consultant. Consultant shall retain all common law, statutory and other reserved rights, including the copyright thereto, of Project Data.
6.2 Use of Project Data. The Project Data of this Agreement is for the exclusive purpose
disclosed by Client and, unless agreed to in writing, for the exclusive use of Client. Client may not use Project Data for a purpose for which the Project Data was not prepared without the express written consent of Consultant. Consultant will not be responsible for any claims, damages, or costs arising from the unauthorized use of any Project Data provided by Consultant under this Agreement. Client agrees to hold harmless, defend and indemnify Consultant from any and all claims, damages, losses,
and expenses, including attorney fees, arising out of such unauthorized use.
6.3 Samples, Field Data, and Contaminated Equipment. Samples and field data remaining after tests are conducted, as well as field and laboratory equipment that cannot be adequately cleansed of contaminants, are and continue to be the property of Client. Samples may be discarded or returned to Client, at Consultant’s discretion, unless within fifteen (15) days of the report date Client gives Consultant written direction
to store or transfer the samples and materials. Samples and materials will be stored at
Client’s expense.
6.4 Data Provided by Client. Electronic data, reports, photographs, samples, and other materials provided by Client or others may be discarded or returned to Client, at Consultant’s discretion, unless within 15 days of the report date Client gives Consultant written direction to store or transfer the materials at Client’s expense.
SECTION 7: INSURANCE
7.1 Insurance. Consultant shall keep and maintain the following insurance coverages:
a. Workers’ Compensation: Statutory b. Employer’s Liability: $1,000,000 bodily injury, each accident | $1,000,000 bodily injury by disease, each employee | $1,000,000 bodily injury/disease, aggregate c. General Liability: $1,000,000 per occurrence | $2,000,000 aggregate
d. Automobile Liability: $1,000,000 combined single limit (bodily injury and property
damage)
e. Excess Umbrella Liability: $5,000,000 per occurrence | $5,000,000 aggregate f. Professional Liability: $2,000,000 per claim | $2,000,000 aggregate
7.2 Waiver of Subrogation. Client and Consultant waive all claims and rights of subrogation for losses arising out of causes of loss covered by the respective insurance
policies.
7.3 Certificate of Insurance. Consultant shall furnish Client with a certificate of
insurance upon request.
SECTION 8: INDEMNIFICATION, CONSEQUENTIAL DAMAGES, LIABILITY LIMITS
8.1 Indemnification. Consultant’s only indemnification obligation shall be to indemnify and hold harmless the Client, its officers, directors, and employees from and against those damages and costs incurred by Client or that Client is legally obligated to pay as
a result of third party tort claims, including for the death or bodily injury to any person or
for the destruction or damage to any property, but only to the extent proven to be directly
caused by the negligent act, error, or omission of the Consultant or anyone for whom the Consultant is legally responsible. This indemnification provision is subject to the Limitation of Liability set forth in this Section 8.
8.2 Intellectual Property. Client agrees to indemnify Consultant against losses and
costs arising out of claims of patent or copyright infringement as to any process or
system that is specified or selected by Client or others on behalf of Client.
8.3 Mutual Waiver of Consequential Damages. NOTWITHSTANDING ANYTHING TO
THE CONTRARY HEREUNDER, NEITHER CONSULTANT NOR CLIENT SHALL BE LIABLE TO
THE OTHER FOR ANY CONSEQUENTIAL, PUNITIVE, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, OR LOSS OF USE OR RENTAL, LOSS OF PROFIT, LOSS OF BUSINESS
OPPORTUNITY, LOSS OF PROFIT OR REVENUE OR COST OF FINANCING, OR OTHER SUCH SIMILAR AND RELATED DAMAGE ASSERTED IN THIRD PARTY CLAIMS, OR CLAIMS BY
EITHER PARTY AGAINST THE OTHER.
8.4 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY IN THE AGGREGATE OF CONSULTANT, CONSULTANT’S OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS, AND SUBCONSULTANTS, TO CLIENT AND ANYONE
CLAIMING BY, THROUGH OR UNDER CLIENT FOR ANY CLAIMS, LOSSES, COSTS, OR DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM OR IN ANY WAY RELATED
CONSULTANT’S PERFORMANCE OF THE SERVICES OR THIS AGREEMENT, FROM ANY CAUSE OR CAUSES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, PROFESSIONAL ERRORS AND OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, INDEMNIFICATION
OBLIGATIONS OR BREACH OF WARRANTY, SHALL NOT EXCEED THE TOTAL COMPENSATION RECEIVED BY CONSULTANT OR $50,000, WHICHEVER IS GREATER.
SECTION 9: MISCELLANEOUS PROVISIONS
9.1 Services Prior to Agreement. Directing Consultant to commence Services prior to
execution of this Agreement constitutes Client’s acceptance of this unaltered Agreement in its entirety.
9.2 Confidentiality. To the extent Consultant receives Client information identified as confidential, Consultant will not disclose that information to third parties without Client consent. Additionally, any Project Data prepared in performance of the Services will
remain confidential and Consultant will not release the reports to any third parties not
involved in the Project. Neither of the aforesaid confidentiality obligations shall apply to any information in the public domain, information lawfully acquired from others on a nonconfidential basis, or information that Consultant is required by law to disclose.
9.3 Relationship of the Parties. Consultant will perform Services under this Agreement as an independent contractor, and its employees will at all times be under its sole discretion and control. No provision in this Agreement shall be deemed or construed to
create a joint venture, partnership, agency or other such association between the
Parties.
9.4 Resource Conservation and Recovery Act. To the extent applicable to the Services, neither this Agreement nor the providing of Services will operate to make Consultant an owner, operator, generator, transporter, treater, storer, or a disposal facility within the meaning of the Resource Conservation and Recovery Act, as
amended, or within the meaning of any other law governing the handling, treatment,
storage, or disposal of hazardous substances. Client agrees to hold Consultant harmless, defend, and indemnify Consultant from any claims, damages, penalties or losses resulting from the storage, removal, hauling or disposal of such substances.
9.5 Services in Connection with Legal Proceedings. Client agrees to compensate Consultant in accordance with its then current fees, rates, or charges if Consultant is
asked or required to respond to legal process arising out of a proceeding related to the
Project and as to which Consultant is not a party.
9.6 Assignment. This Agreement may not be assigned by Consultant or Client without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
9.7 Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended, or will be construed, to confer upon or give any person or entity other than
Consultant and Client, and their respective permitted successors and assigns, any
rights, remedies, or obligations under or by reason of this Agreement.
9.8 Termination. This Agreement may be terminated by either Party for cause upon seven (7) days written notice to the other Party. Should the other Party fail to cure and perform in accordance with the terms of this Agreement within such seven-day period, the Agreement may terminate at the sole discretion of the Party that provided the written
notice. The Client may terminate this Agreement for its convenience. If Client terminates
for its convenience, then Consultant shall be compensated in accordance with the
terms hereof for Services performed, reimbursable costs and expenses incurred prior to the termination, and reasonable costs incurred as a result of the termination.
9.9 Force Majeure. Neither Party shall be liable for damages or deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations (other than the payment of money) results, without its fault or negligence, from any
cause beyond its reasonable control, including but not limited to acts of God, acts of
civil or military authority, embargoes, pandemics, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, adverse weather conditions, strikes or lock-outs, declared states of emergency, and changes in laws, statutes, regulations, or ordinances.
9.10 Disputes, Choice of Law, Venue. In the event of a dispute and prior to exercising
rights at law or under this Agreement, Consultant and Client agree to negotiate all
disputes in good faith for a period of 30 days from the date of notice of such dispute. This Agreement will be governed by the laws and regulations of the state in which the Project is located and all disputes and claims shall be heard in the state or federal courts for that state. Client and Consultant each waive trial by jury.
9.11 Individual Liability. No officer or employee of Consultant, acting within the scope
of employment, shall have individual liability for any acts or omissions, and Client
agrees not to make a claim against any individual officers or employees of Consultant.
9.12 Severability. Should a court of law determine that any clause or section of this Agreement is invalid, all other clauses or sections shall remain in effect.
9.13 Waiver. The failure of either Party hereto to exercise or enforce any right under this Agreement shall not constitute a release or waiver of the subsequent exercise or
enforcement of such right.
9.14 Entire Agreement. The terms and conditions set forth herein constitute the entire
understanding of the Parties relating to the provision of Services by Consultant to Client. This Agreement may be amended only by a written instrument signed by both Parties. In the event Client issues a purchase order or other documentation to authorize Consultant’s Services, any conflicting or additional terms of such documentation are
expressly excluded from this Agreement.
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Purchase Request
March 17, 2026
City Council
Item Number: 6.9 Department: Public Works
Item Activity: Action Prepared By: Jessica Vanderwerff Wilson, Water Resources
Coordinator
Item Title: Purchase Request: Mill Pond Harvesting
Action Requested:
Approve purchase request for mechanical harvesting of aquatic vegetation in Mill Pond by Lakes
Aquatic Weed Removal for 2026 and 2027 for $76,430.
Requisition Number: 12600086
Vendor: Lakes Aquatic Weed Removal
Equipment Status: Not Applicable
Funding Source: Special Assessment and Stormwater Utility Fund
Cost: $76,430.00
Information/Background:
The City provides mechanical harvesting of aquatic vegetation in Mill Pond at the request of residents.
Staff requested quotes for the mechanical harvesting of submerged aquatic plants to occur five times
during the open water season each in 2026 and 2027. The cost of this work is paid by residents
through special assessment with a credit applied consistent with the city-funded algae treatments of
other waterbodies. Four responses to the Request for Quotes were received. Staff recommends
awarding the contract to Lakes Aquatic Weed Removal for $76,430 for 2026 and 2027 services.
Resources/Financial Impacts:
The cost of this work is paid by residents through special assessment with a credit applied consistent
with the city funded algae treatments of other waterbodies from stormwater utility fund.
Relationship to City Policies/Plans/Budget Pillars:
Service is coordinated consistent with the Water Resources Management Plan Lake & Pond policy.
Reliable Service
Values Impact:
Engagement The service is requested and paid for by residents.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
Page 162 of 352
1. Contract with Lakes Aquatic Week Removal (Board Portal)
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ENG 26-1NB-MILL FORM OF AGREEMENT
BETWEEN CITY OF EDINA AND CONTRACTOR FOR NON-BID CONTRACT
THIS AGREEMENT made this 17th day of March, 2026, by and between the CITY
OF EDINA, a Minnesota municipal corporation (“Owner” or “City”) and Lakes Aquatic Week Removal, PO Box 274, Orr, MN 55771 (“Contractor”). Owner and Contractor, in
consideration of the mutual covenants set forth herein, agree as follows:
1. CONTRACT DOCUMENTS. The following documents shall be referred to as
the “Contract Documents”, all of which shall be taken together as a whole as the contract between the parties as if they were set verbatim and in full herein:
A. This Agreement. B. City of Edina General Contract Conditions
C. Specifications prepared by City of Edina D. Contractor’s Quote.
In the event of a conflict among the provisions of the Contract Documents, the order in which they are listed above shall control in resolving any such conflicts with Contract Document “A”
having the first priority and Contract Document “D” having the last priority. 2. OBLIGATIONS OF THE CONTRACTOR. The Contractor shall provide the goods, services, and perform the work in accordance with the Contract Documents.
3. CONTRACT PRICE. Owner shall pay Contractor for completion of the Work, in accordance with the Contract $76,430.00 inclusive of taxes, if any.
4. PAYMENT PROCEDURES.
A. Contractor shall submit Applications for Payment. Applications for Payment will be processed by the City Engineer.
B. Progress Payments; Retainage. Owner shall make 95% progress payments on account of the Contract Price on the basis of Contractor’s Applications
for Payment during performance of the Work. C. Payments to Subcontractors. (1) Prompt Payment to Subcontractors. Pursuant to Minn. Stat. §
471.25, Subd. 4a, the Contractor must pay any subcontractor within ten (10) days of the Contractor’s receipt of payment from the City for undisputed services provided by the subcontractor. The Contractor must pay interest of 1 ½ percent per month or any part of a month to the subcontractor on any undisputed amount not
paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100.00 or more is
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$10.00. For an unpaid balance of less than $100.00, the Contractor
shall pay the actual penalty due to the subcontractor. (2) Form IC-134 (attached) required from general contractor. Minn.
Stat. § 290.92 requires that the City of Edina obtain a Withholding Affidavit for Contractors, Form IC-134, before making final
payments to Contractors. This form needs to be submitted by the Contractor to the Minnesota Department of Revenue for approval. The form is used to receive certification from the state that the vendor has complied with the requirement to withhold and remit
state withholding taxes for employee salaries paid. D. Final Payment. Final payment will not be made until the Contractor has filed with the Owner a fully and duly executed Affidavit, General Waiver and Indemnity Agreement, in the form attached hereto as Exhibit B and
hereby made a part hereof, together with such other and additional evidence as Owner may request, in form and substance satisfactory to the Owner, that all labor, materials and services expended or used in the Work have been paid for in full and that no liens or other claims for such labor, materials or services can be made or claimed against Contractor, Owner or
any other person or any property. In case such evidence is not furnished, the Owner may retain out of any amount due said Contractor a sum sufficient, in the reasonable discretion of Owner, but in any event not less than one and one-half times the sum determined by Owner to be necessary, to pay for all labor, material, services or other claims which are
then unpaid or which are then believed by Owner, in its reasonable discretion, to be unpaid. Upon final completion of the Work, Owner shall pay the remainder of the Contract Price as recommended by the City Engineer.
5. COMPLETION DATE. The Work must be completed by end of year 2027.
6. CONTRACTOR’S REPRESENTATIONS.
A. Contractor has examined and carefully studied the Contract Documents and other related data identified in the Contract Documents.
B. Contractor has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and
performance of the Work. C. Contractor is familiar with and is satisfied as to all federal, state, and local laws and regulations that may affect cost, progress, and performance of the Work.
D. Contractor has carefully studied all: (1) reports of explorations and tests of subsurface conditions at or contiguous to the Site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities)
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which have been identified in the General Conditions and (2) reports and
drawings of a Hazardous Environmental Condition, if any, at the Site. E. Contractor has obtained and carefully studied (or assumes responsibility
for doing so) all additional or supplementary examinations, investigations, explorations, tests, studies, and data concerning conditions (surface,
subsurface, and Underground Facilities) at or contiguous to the Site which may affect cost, progress, or performance of the Work or which relate to any aspect of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor, including any specific means, methods, techniques, sequences, and procedures of construction
expressly required by the Bidding Documents, and safety precautions and programs incident thereto. F. Contractor does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of
the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. G. Contractor is aware of the general nature of work to be performed by
Owner and others at the Site that relates to the Work as indicated in the Contract Documents. H. Contractor has correlated the information known to Contractor, information and observations obtained from visits to the Site, reports and
drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents. I. The Contract Documents are generally sufficient to indicate and convey
understanding of all terms and conditions for performance and furnishing of the Work. J. Subcontracts:
(1) Unless otherwise specified in the Contract Documents, the Contractor shall, upon receipt of the executed Contract Documents, submit in writing to the Owner the names of the Subcontractors proposed for the work. Subcontractors may not be changed except at the request or with the consent of the Owner.
(2) The Contractor is responsible to the Owner for the acts and omissions of the Contractor's subcontractors, and of their direct and indirect employees, to the same extent as the Contractor is responsible for the acts and omissions of the Contractor's
employees. (3) The Contract Documents shall not be construed as creating any contractual relation between the Owner and any subcontractor.
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(4) The Contractor shall bind every subcontractor by the terms of the
Contract Documents. 7. WORKER’S COMPENSATION. The Contractor shall obtain and maintain for
the duration of this Contract, statutory Worker’s Compensation Insurance and Employer’s Liability Insurance as required under the laws of the State of Minnesota.
8. COMPREHENSIVE GENERAL LIABILITY. Contractor shall obtain the following minimum insurance coverage and maintain it at all times throughout the life of the Contract, with the City included as an additional name insured on the general liability insurance on a primary and noncontributory basis. The Contractor shall furnish the City a certificate of
insurance satisfactory to the City evidencing the required coverage: Bodily Injury: $1,000,000 each occurrence $1,000,000 aggregate products and completed operations
Property Damage: $1,000,000 each occurrence $1,000,000 aggregate Contractual Liability (identifying the contract):
Bodily Injury: $1,000,000 each occurrence Property Damage: $1,000,000 each occurrence $1,000,000 aggregate
Comprehensive Automobile Liability (owned, non-owned, hired): Bodily Injury: $1,000,000 each occurrence $1,000,000 each accident
Property Damage: $1,000,000 each occurrence 9. WARRANTY. The Contractor guarantees that all new equipment warranties as specified within the quote shall be in full force and transferred to the City upon payment by the
City. The Contractor shall be held responsible for any and all defects in workmanship, materials, and equipment which may develop in any part of the contracted service, and upon proper notification by the City shall immediately replace, without cost to the City, any such faulty part or parts and damage done by reason of the same in accordance with the bid specifications.
10. INDEMNITY. The Contractor agrees to indemnify and hold the City harmless from any claim made by third parties as a result of the services performed by it under this Agreement, but only to the extent caused by the negligence of Contractor. In addition, the Contractor shall reimburse the City for any cost of reasonable attorney’s fees it may incur as a result of any such claims.
11. PERFORMANCE AND PAYMENT BONDS. Performance and payment bonds are not required for the doing of any public work if the contract price is $100,000 or less. On projects of more than $100,000 for the doing of public work a payment bond and a performance bond each in the amount of the contract price must be furnished to the City prior to
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commencement of work. The form of the bonds must satisfy statutory requirements for such
bonds. 12. MISCELLANEOUS.
A. Terms used in this Agreement have the meanings stated in the General
Conditions. B. Owner and Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect to all covenants, agreements,
and obligations contained in the Contract Documents. C. Any provision or part of the Contract Documents held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon
Owner and Contractor, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provisions.
D. Data Practices/Records. (1) All data created, collected, received, maintained or disseminated for any purpose in the course of this Contract is governed by the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, any
other applicable state statute, or any state rules adopted to implement the act, as well as federal regulations on data privacy. (2) All books, records, documents and accounting procedures and practices to the Contractor and its subcontractors, if any, relative to
this Contract are subject to examination by the City. E. Software License. If the equipment provided by the Contractor pursuant to this Contract contains software, including that which the manufacturer may have embedded into the hardware as an integral part of the
equipment, the Contractor shall pay all software licensing fees. The Contractor shall also pay for all software updating fees for a period of one year following cutover. The Contractor shall have no obligation to pay for such fees thereafter. Nothing in the software license or licensing agreement shall obligate the City to pay any additional fees as a condition
for continuing to use the software.
F. Patented devices, materials and processes. If the Contract requires, or the Contractor desires, the use of any design, device, material or process covered by letters, patent or copyright, trademark or trade name, the Contractor shall provide for such use by suitable legal agreement with the
patentee or owner and a copy of said agreement shall be filed with the Owner. If no such agreement is made or filed as noted, the Contractor shall indemnify and hold harmless the Owner from any and all claims for infringement by reason of the use of any such patented designed, device,
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material or process, or any trademark or trade name or copyright in
connection with the Project agreed to be performed under the Contract, and shall indemnify and defend the Owner for any costs, liability, expenses and attorney's fees that result from any such infringement.
G. Assignment. Neither party may assign, sublet, or transfer any interest or
obligation in this Contract without the prior written consent of the other party, and then only upon such terms and conditions as both parties may agree to and set forth in writing. H. Waiver. In the particular event that either party shall at any time or times
waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or any succeeding breach of this Contract by either party, whether of the same or any other covenant, condition or obligation.
I. Governing Law/Venue. The laws of the State of Minnesota govern the interpretation of this Contract. In the event of litigation, the exclusive venue shall be in the District Court of the State of Minnesota for Hennepin County.
J. Severability. If any provision, term or condition of this Contract is found to be or become unenforceable or invalid, it shall not effect the remaining provisions, terms and conditions of this Contract, unless such invalid or unenforceable provision, term or condition renders this Contract impossible to perform. Such remaining terms and conditions of the
Contract shall continue in full force and effect and shall continue to operate as the parties’ entire contract. K. Entire Agreement. This Contract represents the entire agreement of the parties and is a final, complete and all inclusive statement of the terms
thereof, and supersedes and terminates any prior agreement(s), understandings or written or verbal representations made between the parties with respect thereto. L. Permits and Licenses; Rights-of-Way and Easements. The Contractor
shall give all notices necessary and incidental to the construction and completion of the Project. The City will obtain all necessary rights-of-way and easements. The Contractor shall not be entitled to any additional compensation for any construction delay resulting from the City’s not timely obtaining rights-of-way or easements.
M. If the work is delayed or the sequencing of work is altered because of the action or inaction of the Owner, the Contractor shall be allowed a time extension to complete the work but shall not be entitled to any other compensation.
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CITY OF EDINA CONTRACTOR
BY: ____________________________ BY: ___________________________ Its Mayor Its
AND ___________________________ AND ___________________________ Its City Manager Its
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Purchase Request
March 17, 2026
City Council
Item Number: 6.10 Department: Public Works
Item Activity: Action Prepared By: Jessica Vanderwerff Wilson, Water Resources
Coordinator
Item Title: Purchase Request: 2026 Stormwater Model Annual Updates and Water Resources
Management Plan Support
Action Requested:
Approve purchase request for professional services for 2026 stormwater model annual updates and
Water Resources Management Plan support with Barr Engineering for $200,000.
Requisition Number: 12600085
Vendor: Barr Engineering
Equipment Status: not applicable
Funding Source: CIP - Stormwater Utility Fund
Cost: $200,000.00
Information/Background:
As part of the City’s upcoming Water Resources Management Plan (WRMP) update and in support of
the City’s flood risk reduction strategy within the WRMP, the City seeks assistance in updating and
maintaining citywide stormwater simulation models. These models are used to evaluate the
hydrology and hydraulics of the City’s stormwater infrastructure, evaluate flood risk, provide guidance
related to permitting and site development, evaluate stormwater system improvement options
related to street reconstruction projects, and support planning and prioritization of the City’s flood risk
reduction projects. The 2026 updates extend beyond the City’s routine annual stormwater model
maintenance and therefore are being proposed under this separate scope of services.
The City is required to update its Water Resources Management Plan (WRMP) on a ten-year cycle, with
the next update anticipated to be completed in 2028. Consistent with Minnesota Board of Water and
Soil Resources (BWSR) requirements, the purpose of the WRMP is to establish a comprehensive, long-
range framework for protecting and improving water resources, managing flood risk, and prioritizing
targeted and measurable implementation actions in coordination with watershed district plans.
Resources/Financial Impacts:
This work is captured in the Capital Improvement Plan.
Relationship to City Policies/Plans/Budget Pillars:
Water Resources Management Plan and its Flood Risk Reduction Strategy and Clean Water Strategy.
Strong Foundation Reliable Service Livable City Better Together
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Values Impact:
Engagement Both the Flood Risk Reduction Strategy and Clean Water Strategy had
extensive community engagement.
Equity Strategies are implemented to reduce hazards/damages and improve
natural resources across the community.
Health Flood risk reduction supports health and safety goals.
Stewardship Water Resources Management Plan implementation includes projects
and programs to care for land and water.
Sustainability Water Resources Management Plan incorporates flood risk reduction
and clean water strategies.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
1. Proposed Scope of Services for 2026 Stormwater Model Annual Updates and Water Resources
Management Plan Support (Board Portal)
Page 172 of 352
barr.com
4300 MarketPointe Drive, Suite 200, Minneapolis, MN 55435 | 952.832.2600
February 26, 2026
Ms. Jessica Wilson and Mr. Ross Bintner
City of Edina
Engineering Department
7450 Metro Boulevard
Edina, MN 55439
Re: Proposed Scope of Services for Edina 2026 Stormwater Model Annual Updates and Water
Resources Management Plan Support
Dear Ms. Wilson and Mr. Bintner:
On behalf of Barr Engineering Co. (Barr), we thank you for the opportunity to continue to assist the
city of Edina (City) with stormwater model updates and with updating the Water Resource
Management Plan (WRMP). This letter presents our proposed scope of services and associated cost
estimate related to the 2026 stormwater model annual updates and support for the WRMP update.
The following scope of work is informed by our discussions with City staff on January 21, 2026, and
February 24, 2026, data supplied by the City, as well as our experience collaborating with City staff
on previous stormwater model and WRMP updates.
Project understanding
We understand that as part of the City’s upcoming Water Resources Management Plan (WRMP)
update and in support of the City’s flood risk reduction strategy within the WRMP, the City seeks
assistance in updating and maintaining citywide stormwater simulation models. These models are
used to evaluate the hydrology and hydraulics of the City’s stormwater infrastructure, evaluate flood
risk, provide guidance related to permitting and site development, evaluate stormwater system
improvement options related to street reconstruction projects, and support planning and prioritization
of the City’s flood risk reduction projects.
During a typical annual model update conducted under the City’s General Services contract with
Barr, the stormwater models are updated to include:
• New or modified storm sewer infrastructure and best management practices (BMPs)
constructed through recent site development or City and watershed district stormwater
management projects; and
• Targeted refinements in geographic areas undergoing active planning for scheduled street
reconstruction.
The 2026 updates extend beyond the City’s routine annual stormwater model maintenance and therefore
are being proposed under this separate scope of services. Over the past few years, Barr and City staff
have discussed the need for broader model updates and the appropriate timing for implementing them,
considering other potential updates anticipated in future years. Based on those discussions, the City and
Barr determined that completing the following updates as part of the 2026 effort is the most effective,
practical, and timely approach to support preparation of the upcoming WRMP.
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In addition to the standard annual updates described above, in collaboration with City staff, we have
identified the need for several more significant technical updates to ensure the model reflects current
data, rainfall science, and software standards. These additional updates include:
• Incorporating updated surface elevation data based on recently published U.S.
Geological Survey (USGS) elevation (LiDAR) data. Updated LiDAR elevation data
collected in 2022 improves the accuracy of ground surface elevations used in the model,
which directly affects predicted flood depths and overland flow paths. This update is
particularly important given the significant commercial and residential development that has
occurred citywide in recent years. Incorporating the most current elevation data ensures the
model appropriately reflects these land use changes and provides a more reliable
representation of existing flood risk conditions.
• Updating design storm rainfall depths using draft National Oceanic and Atmosphere
Administration (NOAA) Atlas 15 precipitation values. NOAA Atlas 15 is the forthcoming
update to the national rainfall standards used by communities to plan and design stormwater
infrastructure. Updating the stormwater model with the most current rainfall information will
support a more accurate understanding of flood risk and inform future improvement decisions.
NOAA has indicated that preliminary Atlas 15 estimates for the contiguous United States will be
released in early 2026, with final published values available later in 2026; accordingly, the model
will be set up using the preliminary data and structured so it can be efficiently updated once final
Minnesota Atlas 15 values become available.
• Upgrading the model to the current version of stormwater modeling software
(XPSWMM). Stormwater modeling software is periodically updated to incorporate performance
improvements, software refinements, and compatibility with current data standards. Updating the
City’s model to the current version of XPSWMM aligns with normal lifecycle management
practices and helps ensure the model is maintained using up-to-date software tools consistent
with current industry practice.
Together, these updates will provide the City with a more accurate and consistent stormwater modeling
framework to support flood risk reduction, development review, short-term stormwater infrastructure
improvement planning, and long-term capital planning. Completing these updates concurrently will
establish a new modeling baseline from which future year-to-year comparisons of flood inundation and
system performance can be made. Accordingly, this scope includes both the City’s typical annual
stormwater model updates and the additional enhancements needed to ensure the model continues to
provide the best available information for evaluating current and future flood risk.
The City is required to update its Water Resources Management Plan (WRMP) on a ten-year cycle, with
the next update anticipated to be completed in 2028. Consistent with Minnesota Board of Water and Soil
Resources (BWSR) requirements, the purpose of the WRMP is to establish a comprehensive, long-range
framework for protecting and improving water resources, managing flood risk, and prioritizing targeted
and measurable implementation actions in coordination with watershed district plans.
In addition, the 2028 WRMP will, for the first time, be required to meet Americans with Disabilities Act
(ADA) accessibility standards. Meeting these requirements will involve a review of the existing WRMP
document and updates to formatting, graphics, and presentation of information to ensure accessibility for
all users.
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To support this effort, the City is requesting Barr’s assistance to complement City staff as they prepare
the updated WRMP. City staff anticipate they will develop the majority of the plan content, with Barr
providing targeted technical support, assistance with select plan sections (as needed), coordination with
watershed district requirements as they are finalized, and document preparation support. Watershed
districts are expected to release updated WRMP requirements in 2026, and the City intends to begin
updating the WRMP once those requirements are available.
Scope
The tasks to update the stormwater models and associated results are described in more detail
below.
Task 1 Review and Update Elevation-Dependent Model
Inputs
Barr will update elevation-dependent components of the City’s stormwater model using newly
available 2022 LiDAR elevation data. Using geographic information system (GIS) tools, we will
regenerate watershed boundaries across the city at the same level of detail as the existing models
and within the current model extents. Watersheds developed using the new LiDAR elevation data will
be compared to the existing watersheds to identify areas where changes to topography or recent
development may affect drainage patterns. Based on this comparison and known site improvements,
we will identify areas where watershed boundary updates are warranted and will review these
findings with City staff.
For watersheds selected for update, we will revise associated hydrology parameters and storage
curves using established methodologies developed for the City and maintaining the infiltration
method currently used in each model. Bathymetric data collected for waterbodies in 2022 will be
integrated into the storage curve relevant to the corresponding watersheds.
One-dimensional (1D) model areas will be reviewed to identify areas where updated ground
elevations result in meaningful changes to surface overflow elevations. Areas exceeding a defined
elevation-change threshold will be updated, based on the potential impact to modeled flood extents.
This review will combine GIS-based screening with targeted manual review. As in prior years,
specific areas of development or concern identified by the City will receive additional focused
evaluation, with surface flow paths adjusted as appropriate.
For model areas that currently include two-dimensional (2D) surfaces for defining topography, we will
update the 2D elevation surfaces (grids) using the new LiDAR elevation data.
Task 2 Review Updated Stormwater Infrastructure Data
Consistent with the City’s typical annual stormwater model update process, Barr will review updated
stormwater infrastructure data provided by the City, including pipes, manholes, and best
management practices (BMPs). The 2026 GIS data will be compared to the data used for the prior
year’s model update to identify new infrastructure, relocated features, or changes to attributes that
may affect model inputs.
Infrastructure features identified through this comparison will be reviewed to determine whether
updates to the stormwater model are warranted. Where updates are needed, the revised GIS data
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will be incorporated into the model. City-provided as-built drawings will also be reviewed to
supplement model inputs, especially focusing on BMPs that have been recently constructed or
modified.
Based on the GIS comparison and review of available as-built information, Barr will develop a
targeted data request identifying specific drawings, clarifications, or additional information needed to
support model updates. Barr will also review tracked model update areas with City staff to confirm
which locations should be included in the 2026 update. Any additional information provided by the
City will be reviewed and incorporated into the model as appropriate.
Task 3 Update and QAQC Stormwater Models
Barr will update the City’s stormwater models using the identified inputs developed under Tasks 1
and 2, based on updated 2022 LiDAR elevation data, GIS infrastructure data, as-built drawings, and
additional information provided by the City. Model maintenance tasks identified and tracked during
Barr’s 2025 annual update will also be reviewed and incorporated as appropriate.
As part of the 2026 update, Barr will transition the models to the current version of the XPSWMM
stormwater modeling software to maintain consistency with current modeling standards and
practices.
Barr will update design storm rainfall depths using draft NOAA Atlas 15 precipitation values. While
final Atlas 15 values are anticipated to be published later in 2026, storm event depths are not
expected to change materially from the draft values; therefore, the draft Atlas 15 rainfall depths will
be applied at this time. The existing MSE3 temporal distribution will continue to be used to represent
how rainfall occurs over the duration of the storm. The models will be updated to represent surface
flooding for storm events up to and including the 100-year, 24-hour design storm.
Following incorporation of these updates, the models will undergo quality assurance and quality
control (QAQC) review. This review will be completed by the modeler implementing the updates and
independently by another Barr staff member familiar with the City’s stormwater modeling
methodology.
Task 4 Process Model Results and Develop Project
Documentation
The approach for processing model results and developing project deliverables will generally follow
the same approach used for the 2025 stormwater model annual update. Barr will prepare flood
inundation maps utilizing the maximum water surface elevation resulting from the 10-year, 24-hour
storm event, as well as the peak water surface elevation observed during either the 100-year, 24-
hour storm or the 100-year, 10-day snowmelt events.
The watershed dataset will be updated to reflect watershed boundary changes completed under Task
1 and reviewed for any updates to attribute information used by the City for flood risk assessment
and planning. Potentially impacted structures will be identified by intersecting building footprint data
(principal structures) with the 100-year flood inundation mapping.
The identified potentially impacted structures will be reviewed using City-provided survey data,
modeled peak water levels, and flood inundation mapping to confirm their classification as potentially
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impacted. This review will help ensure consistency and accuracy in how flood risk information is
interpreted and applied.
Barr will prepare a memorandum summarizing the model updates completed as part of the 2026
effort and documenting the updated deliverables provided to the City.
Task 5 Water Resources Management Plan Support
At this stage, prior to receiving specific watershed district requirements, it is challenging to precisely
define the level of consultant support that will be needed for the WRMP update. To provide flexibility,
we have included an allowance of $50,000 to support the City, as needed, with the development of
the updated WRMP.
Potential tasks that may be completed under this allowance include, but are not limited to:
• Review of the existing WRMP for Americans with Disabilities Act (ADA) compliance and
development of a recommended format for the updated document
• Review of watershed district WRMP requirements and guidance to the City on how to address
those requirements
• Update current Appendix A of the WRMP, which documents the City’s stormwater modeling
• Assistance with incorporating the City’s clean water strategy into the updated WRMP
As an initial step, we will meet with City staff once watershed district requirements are available
(anticipated by the end of 2026 or early 2027) to confirm the specific support needed, define
anticipated deliverables, and establish a schedule for the selected WRMP support services.
Deliverables
Project deliverables will include:
• Memorandum summarizing the 2026 model updates, model results, and all deliverables
• GIS geodatabase with the following model inputs and results
o Watershed polygons
o 10-year and 100-year inundation polygons
o Potentially impacted structures polygons
• GIS geodatabase for updating the City’s “What is my flood risk?” public-facing application
o Edina parcel polygons indicating potential flood impacts
• PDFs of GIS Map Books showing model updates and results across the City
o Utility updates
o 10-year inundation
o 100-year inundation
o 100-year inundation with potentially impacted structures
o Landlocked basins
Estimated Schedule
We are prepared to begin this work as soon as we are provided with a notification to proceed. An
estimated project schedule is outlined in the table below.
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Table 1 Estimated project schedule
# Task Estimated Start Date Estimated End Date
1. Review and Update Elevation-Dependent Model Inputs March 2026 June 2026
2. Review Updated Stormwater Infrastructure Data March 2026 June 2026
3. Update and QAQC Stormwater Models June 2026 October 2026
4. Process Model Results and Develop Project Documentation October 2026 January 2027
5. Water Resources Management Plan Support December 2026 TBD*
*Water Resources Management Plan support schedule will be discussed with the City as the first step of work under that task.
Estimated Cost
The total estimated cost for the scope of services described above is shown in Table 2. Any
additional work not in this scope document will be discussed with City staff before proceeding. We
will provide regular project status and budget updates to City staff and will not exceed the total
estimated cost shown in Table 2 without authorization from the City.
Table 2 Estimated project cost
Task Estimated cost
1. Review and Update Elevation-Dependent Model Inputs $38,000
2. Review Updated Stormwater Infrastructure Data $15,000
3. Update and QAQC Stormwater Models $67,000
4. Process Model Results and Develop Project Documentation $30,000
5. Water Resources Management Plan Update Support $50,000
Total $200,000
Assumptions
This proposed scope, schedule, and cost is based on the following assumptions:
• The stormwater models will continue to be used to evaluate the 10-year 24-hour and 100-
year 24-hour storm events as well as the 100-year 10-day snowmelt event, consistent with
current City practice.
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• The existing six stormwater models will be maintained, and the geographic extent of each
model will remain unchanged.
• The cost estimate assumes that approximately 25-percent of surface flow locations within the
1D model areas will require manual review and potential adjustment. If review indicates that a
greater proportion of locations require adjustment, additional scope and budget may be
required, and the project schedule may need to be adjusted accordingly.
• Watersheds represented in the models that extend beyond the city boundary will remain
unchanged, unless minor modifications are required to ensure alignment with updated
watersheds within the City at the boundary.
• Boundary conditions outside of the model extent from the Nine Mile Creek and Minnehaha
Creek stormwater models will not be updated as part of this effort (i.e., we will continue to
use watershed district models representing Atlas 14 rainfall depths until they provide updated
models).
• Draft Atlas 15 storm event depths will be used for 2026 modeling and mapping and will be
published by June 2026.
• The 100-year 24-hour storm event depth will not increase more than 0.2 inches when
compared to Atlas 14 depths. If the storm event depth increases more than this amount,
additional effort may be required to model surface overflows.
• Documentation and associated deliverables under Task 4 of this scope of work will be the
same as the 2025 stormwater model annual update. As these are internal review documents
developed for use between the City and Barr, these deliverables will not be prepared to meet
ADA requirements.
• The scope of work does not include site investigations, field verification, or additional data
collection beyond the information provided by the City.
Barr will complete the proposed scope of work on a time and expense basis in accordance with the
Master Agreement for Professional Engineering Services between Barr and the City.
We appreciate the opportunity to provide stormwater modeling services to the City of Edina and look
forward to working with you on this project. If the proposed scope of services is satisfactory, please
sign a copy of this letter in the space provided, and return it to us. If you have any questions about
the scope of services, please contact Sarah Stratton (952-832-2860, sstratton@barr.com) or Kelly
Miller (218-262-8623, kelly.miller@barr.com).
Sincerely,
Sarah Stratton, CFM Kelly Miller, PE
Vice President, Principal in Charge Project Manager
[signature page follows]
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Accepted this ____________ day of ___________________, 20____
City of Edina
By
Its
Page 180 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.11 Department: Public Works
Item Activity: Action Prepared By: Amy Highum, Inventory Control Specialist, Derik
Otten, Facility Manager
Item Title: Purchase Request: 2026 Ford F-600 with Accessories
Action Requested:
Approve purchase request for 2026 F-600 with Accessories from Midway Ford and Aspen Equipment
for $219,138.00.
Requisition Number: 12600088
Vendor: Midway Ford/Aspen Equipment
Equipment Status: Replacement
Funding Source: CIP
Cost: $219,138
Information/Background:
Purchase of 2026 Ford F-600 to assist in the day-to-day operations of the Utilities Division.
Resources/Financial Impacts:
This vehicle was funded through the capital equipment replacement plan as part of the CIP.
Relationship to City Policies/Plans/Budget Pillars:
Maintenance vehicle allows staff to provide reliable services at community assets.
Reliable Service
Values Impact:
Stewardship Replacing aging equipment at the appropriate time is sound asset
management practice.
Sustainability The Green Fleet Policy guides staff to choose vehicles based on
intended use and needs while also considering carbon emissions.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 181 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.12 Department: Parks & Recreation
Item Activity: Action Prepared By: Rachel DeVries, Park Planner
Item Title: Purchase Request: Ash Tree Removal and Replacement Grant Additional Plantings
Action Requested:
Approve Purchase Request for additional tree replacement plantings with Hoffman & McNamara
Company for $73,370.
Requisition Number: 12500080
Vendor: Hoffman & McNamara Co
Equipment Status: Replacement
Funding Source: Grant
Cost: $73,370
Information/Background:
The City of Edina received grant funding through the Minnesota Department of Natural Resources
(DNR) Shade Tree Bonding Grant to assist with the removal and replacement of 160 Ash trees on City
Property. Funding and budget allowed for the removal of 140 additional trees for a total of 300
trees. The grant requires replacement of removed trees at a rate of two new trees per one
removed. This change order is for the planting, care, and maintenance of an additional 180 trees
making a contractor total of 500 trees and a city planted contribution of an additional 100 trees.
Resources/Financial Impacts:
DNR Grant Funding
Relationship to City Policies/Plans/Budget Pillars:
This project enhances tree canopy and supports greenspace goals of CAP and forestry workplans.
Strong Foundation Reliable Service Livable City
Values Impact:
Equity Tree removals and replacements support residents throughout the
community including high heat risk areas.
Health The increase in tree canopy improves air quality and reduces the heat
island effect in right of ways and public parks.
Stewardship The planned removals and replacements allow fo know expenses and
costing.
Page 182 of 352
Sustainability Meets numerous goals to reduce heat and climate impacts. Improves
healthy tree canopy.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
1. Ash Tree Replacement Change Order 2 (Board Portal)
Page 183 of 352
CHANGE ORDER NO.2
Improvement No’s: BID25119
Contract No: P&R25001 Contract Date: April 1, 2025
Type of Work: Tree Planting, Water Bags, and maintenance through 2027
Location: Various locations throughout the City of Edina
Contractor: Hoffman and McNamara Co
Address: 9045 180th St E. Hastings, MN 55033
Description of Change: Additional 180 Tree plantings, watering bags, and maintenance through 2027
ITEM DESCRIPTION UNIT QTY PRICE TOTAL
1 Traffic and Safety Control LS 1 $2,000 $2,000
4 Tree Planting EA 180 $323.50 $58,230
5 Tree Bags and Installation EA 180 $24.00 $4,320
6 Tree Maintenance through 2027 EA 180 $49.00 $8,820
TOTAL CHANGE ORDER NO.2 $73,370
IN ACCORDANCE WITH THE CONTRACT AND SPECIFICATIONS, THE CONTRACT AMOUNT SHALL BE
ADJUSTED IN THE AMOUNT OF $73,370, AND EXTENSION OF 0 SHALL BE ALLOWED FOR COMPLETION OF
THE PROJECT. THERE IS NO CHANGE TO THE DECEMBER 31,2007 COMPLETION DATE.
Amount of Original Contract Change Order 1 Additions Change Order 2 Additions Total Deductions Amount of Adjusted Contract
$281,960.00 133,922.00 $73,370 $0 $489,252
Approved
Contractor: City of Edina:
By: By:
Title: Title: City Manager
Date: Date:
Page 184 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.13 Department: Public Works
Item Activity: Action Prepared By: Amy Highum, Inventory Control Specialist, Derik
Otten, Facility Manager, Perry Vetter, Parks & Recreation Director
Item Title: Purchase Request: 2026 Ford F-150 Hybrid
Action Requested:
Approve Purchase Request for 2026 F-150 Hybrid from Midway Ford for $49,001.15.
Requisition Number: 12600072
Vendor: Midway Ford Company
Equipment Status: Replacement
Funding Source: CIP
Cost: $49,001.15
Information/Background:
This 2026 Ford F-150 Hybrid will assist in the day-to-day operations of the Parks Maintenance Division.
Resources/Financial Impacts:
This vehicle was funded through the capital equipment replacement plan as part of the CIP.
Relationship to City Policies/Plans/Budget Pillars:
Maintenance vehicle allows staff to provide reliable services at community assets.
Reliable Service
Values Impact:
Stewardship Replacing aging equipment at the appropriate time is sound asset
management practice.
Sustainability The Green Fleet Policy guides staff to choose vehicles based on
intended use and needs while also considering carbon emissions.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 185 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.14 Department: Public Works
Item Activity: Action Prepared By: Amy Highum, Inventory Control Specialist, Derik
Otten, Facility Manager, Perry Vetter, Parks & Recreation Director
Item Title: Purchase Request: Two 2026 Ford F-250's
Action Requested:
Approve purchase request for two 2026 F-250's from Midway Ford for $110,411.68 for the Park
Maintenance Division.
Requisition Number: 12600071
Vendor: Midway Ford Company
Equipment Status: Replacement
Funding Source: CIP
Cost: $110,411.68
Information/Background:
These two 2026 Ford F-250's will assist in the day-to-day operations of the Parks Maintenance Division.
Resources/Financial Impacts:
This vehicle was funded through the capital equipment replacement plan as part of the CIP.
Relationship to City Policies/Plans/Budget Pillars:
Maintenance vehicle allows staff to provide reliable services at community assets.
Reliable Service
Values Impact:
Stewardship Replacing aging equipment at the appropriate time is sound asset
management practice.
Sustainability The Green Fleet Policy guides staff to choose vehicles based on
intended use and needs while also considering carbon emissions.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 186 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.15 Department: Public Works
Item Activity: Action Prepared By: Amy Highum, Inventory Control Specialist, Derik
Otten, Facility Manager, Perry Vetter, Parks & Recreation Director
Item Title: Purchase Request: 2026 Ford F-450 with Accessories
Action Requested:
Approve purchase request for 2026 F-450 with Accessories from Midway Ford and Aspen Equipment
for $109,587.00.
Requisition Number: 12600070
Vendor: Midway Ford/Aspen Equipment
Equipment Status: Replacement
Funding Source: CIP
Cost: $109,587.00
Information/Background:
Purchase of 2026 Ford F-450 with accessories will assist in the day-to-day operations of the Parks
Maintenance Division.
Resources/Financial Impacts:
This vehicle was funded through the capital equipment replacement plan as part of the CIP.
Relationship to City Policies/Plans/Budget Pillars:
Maintenance vehicle allows staff to provide reliable services at community assets.
Reliable Service
Values Impact:
Stewardship Replacing aging equipment at the appropriate time is sound asset
management practice.
Sustainability The Green Fleet Policy guides staff to choose vehicles based on
intended use and needs while also considering carbon emissions.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 187 of 352
Page 188 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.16 Department: Parks & Recreation
Item Activity: Action Prepared By: Jesse Buchholz, General Manager
Item Title: Purchase Request: Professional Services Agreement for Braemar Field Sports Dome
Installation and Takedown
Action Requested:
Approve the Purchase Request for Professional Services Agreement for Braemar Field Sports Dome
Installation and Takedown of the seasonal air-supported dome with Joseph E. Johnson & Sons
Construction, LLC for $93,950.
Requisition Number: 12600087
Vendor: (141864) Joseph E Johnson & Sons Construction LLC
Equipment Status: NA
Funding Source: Operating Budget
Cost: $93,950
Information/Background:
Braemar Field utilizes a seasonal dome structure that is installed in the fall and removed in the spring
to allow for year-round use of the facility. Due to the size and complexity of the structure, the
installation and removal require a contractor with specialized equipment and experience working with
air-supported dome facilities. Staff is recommending approval of a contract with a qualified
contractor who specializes in the installation and removal of dome structures to ensure the work is
completed safely, efficiently, and according to manufacturer specifications. The contractor will be
responsible for the oversight of seasonal setup and takedown of the dome at Braemar Field. The
proposed agreement covers dome take down and installation services from May 2026 through
October 2028 and establishes not-to-exceed fees for each scheduled installation and removal.
Resources/Financial Impacts:
Funding for the seasonal installation and removal of the Braemar Field Dome is included in the
adopted operating budget for Braemar Field operations. This service has been provided through an
ongoing contract to support the annual installation in the fall and removal in the spring.
No additional fiscal or operational impact beyond the contracted service is anticipated.
Relationship to City Policies/Plans/Budget Pillars:
Strong Foundation Reliable Service Livable City Better Together
Page 189 of 352
Values Impact:
Health
The seasonal dome at Braemar Field allows residents and community
organizations to remain active during winter months when outdoor field
access is limited. Maintaining the dome supports year-round recreation
opportunities that promote physical activity, wellness, and community
engagement.
Stewardship
Using a contractor that specializes in the installation and removal of air-
supported dome structures helps ensure the work is completed safely
and according to manufacturer specifications. This approach protects
the City’s infrastructure investment, reduces operational risk, and helps
ensure the facility remains reliable for community use.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 190 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.17 Department: Police
Item Activity: Action Prepared By: Aaron White, Deputy Chief
Item Title: Purchase Request: Bi-Directional Radio Amplifiers with ANCOM Communications
Action Requested:
Approve the purchase request for bi-directional radio amplifiers with ANCOM Communications for
$25,512.00.
Requisition Number: 12600090
Vendor: ANCOM Communications
Equipment Status: Maintenance
Funding Source: Public Safety Grant Funds
Cost: $25,512.00
Information/Background:
Replacement of two bi-directional amplifiers for in-building Public Safety radio coverage at City
Hall and Public Works. Existing bi-directional amplifiers are more than 10 years old and beyond
their service life. This is planned preventative maintenance, within budget, and funded with Public
Safety Grant funds.
Resources/Financial Impacts:
No additional fiscal or capacity impact.
Relationship to City Policies/Plans/Budget Pillars:
Reliable Service
Values Impact:
N/A Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 191 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.18 Department: Parks & Recreation
Item Activity: Action Prepared By: Jesse Buchholz, General Manager
Item Title: Purchase Request: Water Heaters for Braemar Arena
Action Requested:
Approve Purchase Request for two new water heaters at Braemar Arena with Richfield Plumbing
Company for $43,030.19.
Requisition Number: 12600089
Vendor: (100977) Richfield Plumbing Company
Equipment Status: NA
Funding Source: Operating Budget
Cost: $43,030.19
Information/Background:
The two existing water heaters at the facility are inoperable and are past their equipment lifecycle.
Replacement units are required to serve locker rooms and ice resurfacers. Properly heated water is
critical for ice-making operations, as well as for providing safe and comfortable conditions in locker
rooms. Installing two new water heaters in the designated mechanical rooms will restore reliable hot
water service, ensure the safety of staff and patrons, and maintain consistent ice quality. This is a
critical equipment replacement that is needed prior to the phase of the renovation project now that
the overall concept for renovation is known.
Resources/Financial Impacts:
Funding for the purchase and installation of the two water heaters is available in the adopted
Braemar Arena operating budget. No additional fiscal or operational impact is anticipated beyond the
purchase and installation. Ongoing maintenance and operational costs are included in the existing
facility operations budget.
Relationship to City Policies/Plans/Budget Pillars:
Strong Foundation Reliable Service
Values Impact:
Health
Properly heated water is essential for safe locker room use and ice-
making operations, supporting the health and safety of staff and facility
users.
Page 192 of 352
Stewardship
Replacing aging, inoperable water heaters with modern, efficient units
demonstrates responsible management of city infrastructure and
public resources.
Sustainability Installing energy-efficient water heaters reduces energy consumption
and contributes to the City’s sustainability goals.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 193 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 6.19 Department: Public Works
Item Activity: Action Prepared By: Andrew Reinisch, Engineering Technician
Item Title: Purchase Request: 2026 Residential & Small Site Review Support Professional Services
Action Requested:
Approve Purchase Request: 2026 Residential & Small Site Review Support Professional Services with
Bolton & Menk Inc. for $65,966
Requisition Number: 12600091
Vendor: Bolton Menk
Equipment Status: NA
Funding Source: Water, Sanitary Sewer, and Storm Sewer Utilities
Cost: $65,966
Information/Background:
This contract from Bolton & Menk is continued support for the City’s residential and small site plan
reviews. The volume of plan reviews along with the required onsite inspections are generally higher
between the months of May and October and City staff does not always have the capacity to meet
the demands of the plan reviews in a timely manner.
Resources/Financial Impacts:
This contract is funded by the Water, Sanitary Sewer, and Storm Sewer Utilities.
Relationship to City Policies/Plans/Budget Pillars:
This project aligns with the Comprehensive Plan and Water Resources Management Plan.
Strong Foundation Reliable Service Livable City Better Together
Values Impact:
Engagement
Residents have voiced concerns with residential redevelopment and the
required storm water requirements. This contract ensures permit
applications meet our code requirements.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
Page 194 of 352
Item Report
March 17, 2026
City Council
Item Number: 6.20 Department: Administration
Item Activity: Action Prepared By: Kari Sinning, Deputy City Clerk
Item Title: Liquor License Renewals
Action Requested:
Approve liquor license renewals for six establishments.
Information/Background:
After administrative review and completion of background checks, the below establishments are in
compliance with Edina City Code and staff recommends renewal of their liquor licenses valid from
April 1, 2026, to March 31, 2027.
On-Sale Intoxicating with Sunday Sale
• NoMa Hi-Fi
• Puttshack
• Therese
On-Sale Wine and 3.2 Percent Malt Liquor
• Edina Heights Senior Living
• Sweet Paris Creperie and Café
On-Sale 3.2 Percent Malt Liquor
• El Camino Gourmet Tacos
Supporting Documentation:
None
Page 195 of 352
Item Report
March 17, 2026
City Council
Item Number: 6.21 Department: Administration
Item Activity: Action Prepared By: Kari Sinning, Deputy City Clerk
Item Title: On-Sale Intoxicating Liquor License: RH F&B Minnesota LLC dba RH (Restoration Hardware)
Action Requested:
Approve On-Sale Intoxicating and Sunday Sale liquor licenses for RH F&B Minnesota LLC dba RH
(Restoration Hardware).
Information/Background:
RH (Restoration Hardware), located at 6801 France Ave S, has applied for an On-Sale Intoxicating and
Sunday Sale liquor licenses instead of their On-Sale Wine license. Staff reviewed the application and
found that it complies with city code requirements and a background investigation was completed by
the Police Department. Staff recommends approval of the liquor license.
Supporting Documentation:
None
Page 196 of 352
Item Report
March 17, 2026
City Council
Item Number: 7.1 Department: Police
Item Activity: Information Prepared By: Kendall Smaby, Administrative Coordinator
Item Title: Citizen Award Presentation
Action Requested:
None, Information Only.
Information/Background:
YMCA employees James Parker and Brian Myers saw a swimmer floating face down in the water and
did not hesitate to jump in the water and pull the individual to the side of the pool. They began CPR,
attached an AED, and provided rescue breaths before Police Officers and EMTs arrived. Because of
their swift action, the individual regained consciousness and was transported to the hospital alive and
talking.
Supporting Documentation:
None
Page 197 of 352
Item Report
March 17, 2026
City Council
Item Number: 7.2 Department: Police
Item Activity: Information Prepared By: Kendall Smaby, Administrative Coordinator
Item Title: Recognition for Officer of the Year, Firefighter of the Year, and Public Safety Employee of the
Year
Action Requested:
None, Information Only.
Information/Background:
Presentation to Gaby Doyle for 2025 Officer of the Year, Fire Captain Todd Porthan for 2025 Firefighter of
the Year, and Donna Nelson for 2025 Public Safety Employee of the Year.
Supporting Documentation:
None
Page 198 of 352
Item Report
March 17, 2026
City Council
Item Number: 8.1 Department: Community Development
Item Activity: Action Prepared By: Bill Neuendorf, Economic Dev Mgr
Item Title: Sale of Property at 5146 Eden Avenue to Arcadia Ave Partners, LLC
Action Requested:
Adopt resolution 2026-16 approving the sale of city property located at 5146 Eden Avenue and
approve a contract for private development with Hempel Real Estate and Monarch Partners dba
Arcadia Ave Partners, LLC and authorize staff to carry out the terms therein.
Information/Background:
The vacant property at 5146 Eden Avenue has been owned by the City of Edina or Edina Housing and
Redevelopment Authority (HRA) since 1962 and has been vacant since the outdated City facility was
demolished in 2013. In spring 2025, new proposals were solicited to redevelop the site. A Request for
Proposal was issued in March 2025 and distributed to the real estate development community.
Last year, the HRA considered each of the eleven (11) responses and interviewed five of the teams.
After the interviews, the HRA selected a team lead by Hempel Real Estate and Monarch Development
Partners to purchase and develop the vacant site. Subsequently, input was sought from the Planning
Commission to affirm that the sale of land for mixed-use development with commercial and owner-
occupied multi-family housing would be consistent with Edina’s Comprehensive Plan. After the
approval of Planning Commission Resolution B-25-12, the HRA conveyed the property to the City.
City staff and City Attorney negotiated terms of sale with the development team and prepared the
attached Contract for Private Development for final consideration. They buyer is agreeable to the
terms and conditions of the contract. Based on the evaluation of possible outcomes for this site, staff
recommends that the contract be approved.
BACKGROUND
The vacant property at 5146 Eden was purchased by the Village of Edina in 1962 to accommodate
expansion of its Public Works Department. The ownership was later transferred to the Edina HRA. The
3-acre site has been vacant since the outdated public works facility was demolished in 2013.
This site has been studied on many occasions when the City began to seek larger sites for the Public
Works Department in 2008. Previous concepts and proposals to redevelop the site with a combination
of public and private uses were not successful. Many conditions have changed since the early
concept planning was completed in 2012. Metro Transit is no longer interested in locating a park-and-
ride in this area. The City Council selected a site in the Greater Southdale area for the new Edina Art
Center. After several years of discussion and fiscal evaluation, the City Council does not intend to incur
additional public debt to construct a new large-scale community building at this site.
Page 199 of 352
The most recent development program that included senior cooperative housing, a restaurant and
public park faced escalating costs and was unable to secure private financing. That purchase
agreement was terminated in October 2023.
NEW PROPOSALS SOUGHT IN MARCH 2025
In March 2025, the HRA issued a new Request for Proposal (RFP) to reassess interest in the property.
The RFP document prioritized ownership housing and missing middle type housing along with new
commercial space arranged to improve walkability in the area. This process was selected because of
the realization that the HRA sought to see the site redeveloped rather than sold speculatively. This
process is likely to achieve a higher purchase price for the City and establish enforceable criteria to
see the site redeveloped promptly.
In response to the Request for Proposal that was issued by the Edina HRA in March 2025, eleven
different real estate development teams submitted proposals. The development teams who
submitted proposals included:
• Crowe Companies, Assembly MN
• CSM Corporation
• Gramercy Development, LLC
• Hempel Real Estate, Monarch Development Partners, Jester Concepts, Rokos Advisors
• Lifestyle Communities, RonClark Construction
• Noor Companies, Wellington Management, Inc.
• Onward Investors, LLC, Ebenezer Homes, Leap Development, SETT Partners
• Opus Development Company, LLC
• Real Estate Equities
• Roers Companies
• Sherman Associates, Twin Cities Habitat for Humanity
The concepts from these development teams included a variety of project types including: senior
cooperatives, townhouses (ownership and rental), rowhouses (rental), condominiums, senior
apartments, family apartments, general purpose apartments (all-ages), professional office and
commercial (retail, restaurant, events or service).
The residential elements in these proposals also included several different pricing models including:
affordable housing, attainable housing, market rate housing, luxury housing and mixed-income
housing.
The purchase price anticipated in these proposals ranged from $1+ to nearly $6 million. The
anticipated density ranged from 20 to 72 units per acre — all within the limits of the Comprehensive
Plan.
These proposals were reviewed by City staff and by the HRA Board in May 2025. Five (5) of the
development teams were deemed to be most responsive to the RFP and were invited to make a
formal presentation to the HRA Board. These presentations occurred on July 24, 2025, in a televised
meeting of the HRA Board.
Page 200 of 352
EVALUATION FACTORS
As the HRA Board evaluated the possible buyers for the site, Edina’s Budget Pillars and Budget Values
were taken into consideration. The Budget Pillars include:
• Strong Foundation: Maintain physical assets and infrastructure
• Reliable Service: Maintain service levels that best meet community needs
• Livable City: Plan for connected and sustainable development
• Better Together: Foster an inclusive and engaged community
The Budget Values include:
• Stewardship: We make wise investments that focus on the best long-term value for residents.
• Equity: provide equitable opportunities for people to participate in their City government and
access City institutions, facilities, and services.
• Health: use a Health-in-All Policies approach (HiAP) to promote and protect the physical,
mental, and social wellbeing of all people who live, work, or visit Edina.
• Sustainability: … policies, decisions, and plans have a positive impact on people and the planet
now and for future generations.
Applying these pillars and values to a real estate transaction, the following four measures were taken
into consideration:
A. Compatibility with HRA Vision
o Grandview 7 Guiding Principles
o Comprehensive Plan
o Priorities expressed in RFP
B. Community Impact
o Fiscal impact
o Overall impact
o Would you be proud to see completed
C. Estimated Land Value
o Unrestricted one-time revenue
o Need for City funding (TIF, etc)
D. Closing the Deal
o Likelihood that external funding can be secured
o Likelihood that land can be sold in timely fashion
In considering the possible options, the HRA Board compared the likely outcomes of the five finalists
and considered how each proposal aligned with the multiple priorities originally identified in the RFP
for this site. It is recognized that no single project is likely to achieve all the priorities simultaneously.
1. Grandview 7 Guiding Principles
2. Home ownership opportunities
3. Affordability and Attainability
4. Commercial uses to supplement multi- family
5. Walkable and Connected
6. Scale and Massing
Page 201 of 352
7. Outdoor green space
8. Efficient parking
9. Highest reasonable land value
10. Close in a reasonable time-frame
In selecting the preferred real estate developer, the HRA Board also took these questions into
consideration:
• What are the City’s highest priorities for this site?
• Which developer can best deliver an acceptable balance of priorities?
IDENTIFYING PREFERRED DEVELOPMENT TEAM
While several of the finalists made compelling offers, the team lead by Hempel Real Estate and
Monarch Development Partners submitted a proposal that can simultaneously achieve an
outstanding balance of desirable outcomes on the site. Their proposal includes missing-middle scale
ownership housing (townhouses and condominiums) that is rarely being constructed in Edina and
also includes a highly visible commercial building intended to include a family-friendly sit-down
restaurant with both indoor and outdoor dining. The buildings are arranged in a manner to create new
pedestrian routes that connect to adjacent properties to improve the general walkability of this
neighborhood.
The conceptual site plan is shown below. It is recognized that this is an early concept and will evolve
as more is known about the property and market conditions. The City will apply the typical
development review and site plan review processes including (1) sketch plan review, (2) preliminary
rezoning and (3) site plan review and final rezoning and site plan approvals. The developer will
privately finance the project and does not anticipate a need for Tax Increment Financing to support
the infrastructure costs.
Page 202 of 352
PROJECT BENEFITS AND DESIRED OUTCOMES
The proposal submitted by Hempel Real Estate and Monarch Development Partners provides many
benefits to the City and community at large. Upon completion, many desirable outcomes can be
achieved by redeveloping the vacant site in the manner proposed by the buyers. These benefits
include:
a. Ownership housing units
o Focused toward luxury / market-rate price points
o Targeted to local households seeking to downsize
b. Two possible options to support Affordable Housing in Edina
o Developer can price 10% of units on-site to 80% AMI buyer, or provide a fee-in-lieu of on-
site units
o Fee in lieu is the most likely strategy
c. Contribute to Affordable Housing Fund in lieu of subsiding on site units
o $40k contribution per unit delivered
o Greater level of financial support than typical calculation in City policy
o City can use these funds to support affordability elsewhere in Edina
d. Missing middle scale
o Townhouses and modestly scaled condominium building
e. New commercial space
o Provide goods and services
f. New sidewalks, landscaping, and outdoor spaces
o Improve walkability and livability
g. Strong purchase price ($4 million)
o Ability to privately finance using traditional debt and equity
h. Contribution to Parks & Recreation fund
o mandatory Park Dedication Fees (approx. $160k to $300k)
i. Contribution to City’s water and sewer funds
o mandatory development fees (approx. $170k to $320k)
j. Conversion of tax-exempt property to ‘taxable’
k. Strong increase to property tax base
o estimated new market value $50+ to $90+ million
l. Strong contribution to tax rolls of City, Schools, County & State
o After stabilization, site expected to contribute approx. $145k to $275k property taxes to
the City.
KEY TERMS OF REAL ESTATE CONTRACT
After selection of the preferred development team and affirmation by the Planning Commission, City
staff worked with the City Attorneys at Campbell Knutson law offices to prepare a sales contract that
is focused on redevelopment of the site. This type of contract was preferred because the HRA and City
intend to sell the property for redevelopment purposes, not simply a speculative sale. The real estate
development team at Hempel and Monarch Development Partners are agreeable to the terms
negotiated. Key terms include:
a. Exclusive right to purchase
Page 203 of 352
b. Purchase price and earnest money
c. Initial (6-months) and extended (12-months) due diligence periods
d. Developer to pursue re-zoning and site plan approvals using Edina’s standard development
review process
e. Includes sketch plan, preliminary and final zoning steps with multiple public hearings and
ability for community input
f. Developer to confirm how affordable housing goals will be achieved prior to closing
g. Developer to prepare phased construction strategy
h. Deadline to close in Spring 2027
i. Deadline (5-years) to construct
j. Option for City to re-purchase vacant portions if not completed with 4 years
NEXT STEPS
After execution of the Contract, the development team / buyer will begin bona fide work to ensure that
a viable project can be constructed on the site and sold to homeowners. The essential “next steps” are
summarized below. It is noted that an owner-occupied project will be constructed in several phases
and will take several years to complete.
1. Developer to pursue re-zoning and site plan approvals using Edina’s standard development
review process
o Includes sketch plan, preliminary and final zoning steps with multiple public hearings
and ability for community input
2. Developer to market the site and pursue pre-sales
3. Developer to secure private financing and acquire ownership of land
4. Developer to prepare phased construction strategy and provide to City prior to closing
5. Developer to construct buildings in multiple phases, likely over multiple years
6. City to issue “Certificate of Completions” when appropriate
City staff, City attorney and the prospective buyers will be in attendance to answer questions about
this real estate contract.
Resources/Financial Impacts:
This item has the potential to have a dramatic financial impact to the City.
The execution of this contract will deliver approximately $4,000,000 new revenue to the City's general
fund, likely in 2027. Upon construction of each phase of this project, additional monies will be
deposited to Edina's Sewer and Water Funds, Edina's Park & Recreation Fund, and Edina's Affordable
Housing Trust Fund.
Upon sale to a private party, the tax-exempt property will become 'taxable' and will immediately be
added to the property tax base of the City and other taxing agencies. Finally, the tax base of the City
and other taxing agencies will see a dramatic increase after the completion of each phase of the
project and the sunset of the existing Tax Increment Financing District that includes this site.
For clarification, there is no TIF under consideration for this particular project. This property is merely
included in an existing TIF District. Property taxes in the TIF Fund will be used to pay down the debt
Page 204 of 352
related to the roadway improvements in this area.
Relationship to City Policies/Plans/Budget Pillars:
The sale of this unused land to a private owner will return the site to the property tax roles for the first
time since 1962. The construction of a commercial building and luxury housing will achieve a strong
increase in the property tax base that the City relies upon for a strong financial foundation.
The sales proceeds and related development fees will support the City in its quest to deliver reliable
services and improved public infrastructure.
The combination of commercial and multi-family residential units on the site, all arranged to create a
walkable environment that connects to adjacent properties will result in a more livable city.
Finally, the inclusion of a public plaza that is maintained by the property owners will deliver another
public space that allows community members to build community ties.
Strong Foundation Reliable Service Livable City Better Together
Values Impact:
Engagement
The selection of this buyer is responsive to the community's request for
new home-ownership opportunities such as condominiums and
townhouses. The final site plan will include a public plaza area where
community members are welcome to visit.
Equity The conceptual site plan includes a public plaza area that is intended to
be open and welcoming to all.
Health
Upon completion, the site will be arranged in a walkable manner so that
people can more easily traverse to and through the site. New sidewalks
will enhance safety and convenience for pedestrians traveling to and
from nearby properties.
Stewardship Sale of this land raises revenue and will lead to increase in the tax base.
These outcomes are good stewardship of unneeded land.
Sustainability The conceptual project will comply with Edina's sustainable buildings
policy.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
1. Staff Presentation
2. Contract for Private Development - Arcadia Ave Partners, LLC
Page 205 of 352
Sale of Property at 5146 Eden Avenue
Contract for Private Development
with Hempel Real Estate and Monarch
Development Partners dba Arcadia Ave
Partners, LLC
Presentation to: Edina City Council March 17, 2026
Prepared by: Bill Neuendorf, Economic Development
Manager
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Page 206 of 352
1.0 Summary
HRA considered eleven (11) responses to
March 2025 Request for Proposal and
interviewed five of the teams.
HRA conveyed the property to the City
and recommends that a team lead by
Hempel and Monarch Partners be
selected to purchase and develop the
vacant site.
Staff and City Attorney negotiated terms
of sale with the development team and
prepared a Contract for Private
Development.
Staff recommends that the contract be
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Page 207 of 352
2.1 Background
3-acre site available for
redevelopment Page 208 of 352
2.2 Request for Proposal Issued March
2025
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Page 209 of 352
2.3 Eleven Proposals
Considered
•Crowe Companies, Assembly MN
•CSM Corporation
•Gramercy Development, LLC
•Hempel Real Estate, Monarch
Development Partners, Jester
Concepts, Rokos Advisors
•Lifestyle Communities, RonClark
Construction
•Noor Companies, Wellington
Management, Inc.
•Onward Investors, LLC, Ebenezer
Homes, Leap Development, SETT
Partners
•Opus Development Company, LLC
•Real Estate Equities
•Roers Companies
•Sherman Associates, Twin Cities
Habitat for Humanity
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Page 210 of 352
2.4 Proposals Included Several Types of
Projects
1)Senior cooperative
2)Townhouses (ownership and rental)
3)Rowhouses (rental)
4)Condominiums
5)Senior apartments
6)Family apartments
7)General purpose apartments (all-ages)
8)Professional office
9)Commercial (retail, restaurant, events or service)
a)Affordable housing
b)Attainable housing
c)Market rate housing
d)Luxury housing
e)Mixed-income housing
•Land Prices ranged from $1+ to nearly
$6 million
•Proposed density ranged from 20 to 72
units per acre (all within Comp. Plan
limits)
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Page 211 of 352
3.1 Evaluation Factors
•Budget Pillars
•Strong Foundation: Maintain
physical assets and infrastructure
•Reliable Service: Maintain service
levels that best meet community needs
•Livable City: Plan for connected and
sustainable development
•Better Together: Foster an inclusive
and engaged community
•Budget Values
•Stewardship: We make wise
investments that focus on the best long-
term value for residents.
•Equity: provide equitable
opportunities for people to participate in
their City government and access City
institutions, facilities, and services.
•Health: use a Health-in-All Policies
approach (HiAP) to promote and protect
the physical, mental, and social wellbeing
of all people who live, work, or visit Edina.
•Sustainability: … policies,
decisions, and plans have a positive
impact on people and the planet now and
for future generations.
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Page 212 of 352
3.2 Evaluation Factors
A.Compatibility with HRA Vision
•Grandview 7 Guiding Principles
•Comprehensive Plan
•Priorities expressed in RFP
B.Community Impact
•Fiscal impact
•Overall impact
•Would you be proud to see
completed
C.Estimated Land Value
•Unrestricted one-time revenue
•Need for City funding (TIF, etc)
D.Closing the Deal
•Likelihood that external funding
can be secured
•Likelihood that land can be sold
in timely fashion
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Page 213 of 352
3.3 Evaluation Factors
HRA Board identified multiple
priorities to pursue; not all can be
achieved simultaneously:
q Grandview 7 Guiding Principles
q Home ownership opportunities
q Affordability and Attainability
q Commercial uses to supplement
multi- family
q Walkable and Connected
q Scale and Massing
q Outdoor green space
q Efficient parking
q Highest reasonable land value
q Close in a reasonable time-
frame
•What are the City’s highest
priorities for this site?
•Which developer can best
deliver an acceptable balance
of priorities?
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Page 214 of 352
4.1 Preferred Development
Team
Hempel Real Estate,
Monarch Development
Partners, Jester
Concepts and Rokos
Advisors
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Page 215 of 352
4.2 Conceptual Site Plan
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Page 216 of 352
5.1 Benefits and Desired
Outcomes
a)Ownership housing units
•Focused toward luxury / market-rate price points
•Targeted to local households seeking to downsize
b)Two possible options to support Affordable Housing in Edina
•Developer can price 10% of units on-site to 80% AMI buyers, or
provide a fee-in-lieu of on-site units … fee-in-lieu is the most likely
strategy
c)Contribute to Affordable Housing Fund in lieu of subsiding on site
units
•$40k contribution per unit delivered
•Greater level of financial support than typical calculation in City policy
•City can use these funds to support affordability elsewhere in Edina
d)Missing middle scale
•Townhouses and modestly scaled condominium building
e)New commercial space
•Provide goods and services
f)New sidewalks, landscaping, and outdoor spaces
•Improve walkability and livability Page 217 of 352
5.2 Benefits and Desired
Outcomes
g)Strong purchase price ($4 million)
•Ability to privately finance using traditional debt and
equity
h)Contribution to Parks & Recreation fund
•mandatory Park Dedication Fees (approx. $160k to
$300k)
i)Contribution to City’s water and sewer funds
•mandatory development fees (approx. $170k to $320k)
j)Conversion of tax-exempt property to ‘taxable’
k)Strong increase to property tax base
•estimated new market value $50+ to $90+ million
l)Strong contribution to tax rolls of City, Schools,
County & State
•After stabilization, site expected to contribute approx.
$145k to $275k property taxes to the City.Page 218 of 352
6.0 Key Terms of Contract
a)Exclusive right to purchase
b)Purchase price and earnest money
c)Initial (6-months) and extended (12-months) due diligence
periods
d)Developer to pursue re-zoning and site plan approvals using
Edina’s standard development review process
•Includes sketch plan, preliminary and final zoning steps with
multiple public hearings and ability for community input
e)Developer to confirm how affordable housing goals will be
achieved
f)Developer to prepare phased construction strategy
g)Deadline to close
h)Deadline to construct
i)Option to re-purchase vacant portions if not completed with 4
years Page 219 of 352
7.0 Next Steps
1)Sales Agreement to be considered by City Council
2)Developer to pursue re-zoning and site plan
approvals using Edina’s standard development
review process
•Includes sketch plan, preliminary and final zoning
steps with multiple public hearings and ability for
community input
3)Developer to market the site and pursue pre-sales
4)Developer to secure private financing and acquire
ownership of land
5)Developer to prepare phased construction strategy
6)Developer to construct buildings in multiple
phases
Page 220 of 352
8.0 Staff Recommendation
Approve Contract for Private Development with Hempel Real
Estate and Monarch Development Partners dba Arcadia Avenue
Partners LLC.
Page 221 of 352
1
237388v17
(reserved for recording information)
CONTRACT FOR PRIVATE DEVELOPMENT
5146 EDEN AVENUE
THIS AGREEMENT, made on or as of the 17th day of March , 2026 (“Effective Date”),
by and between the CITY OF EDINA, a Minnesota municipal corporation (the "City") and
ARCADIA AVE PARTNERS, LLC, a Minnesota limited liability company (the "Developer").
WITNESSETH:
WHEREAS, the City is the fee owner of real property located in the City of Edina, as
legally described in Exhibit A attached hereto, together with all easements and rights benefitting
or appurtenant to the real property (collectively, the “City Property”);
WHEREAS, the City has owned the property since 1962 using it for a public works facility
and staging area for a variety of construction projects;
WHEREAS, the City’s public works facility has been relocated to a larger site and the
City now finds that (other than a pedestrian sidewalk on the north edge of the site) it no longer has
a need for this vacant property;
Page 222 of 352
2
237388v17
WHEREAS, the Edina Housing and Redevelopment Authority (“Authority”) issued a
Request for Proposals in April 2025, received 11 proposals, interviewed developers that submitted
5 of the proposals and recommended one development team consisting of Hempel Real Estate,
Monarch Development Partners and Jester Concepts whose proposal seemed most aligned with
the redevelopment goals for the property;
WHEREAS, the selected development team established a new business entity called
Arcadia Avenue Partners, LLC to serve as the Developer for the Property; and
WHEREAS, the City received a proposal from Developer to acquire the balance of the
City Property for development consisting of new for-sale townhome units, condominium units and
a commercial building arranged around outdoor space portions of which are intended to be
available to the general public;
WHEREAS, the Edina Planning Commission approved Resolution B-25-12 finding that
the proposed sale for the City Property is consistent with Edina’s Comprehensive Plan;
WHEREAS, the City believes that the conveyance of the balance of the City Property to
the Developer and fulfillment generally of this Agreement is in the best interest of the City and the
health, safety, morals and welfare of the residents of the City and in accord with the public
purposes and provisions of the applicable state and local laws and requirements.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
ARTICLE I.
DEFINITIONS
In this Agreement, unless a different meaning clearly appears from the context:
"Agreement" [or “Contract”] means this Contract for Private Development by and
between the City and the Developer, as the same may be from time to time modified, amended or
supplemented.
"Articles and Sections" mentioned by number only are the respective Articles and
Sections of this Agreement so numbered.
“Certificate of Completion” means the certificate to be issued by the City pursuant to the
terms of Section 4.5.
"City" means the City of Edina, Minnesota.
“Closing” means the closing on the transfer of the Property pursuant to Article III.
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“Closing Date” means the date of closing on the transfer of the Property as provided in
Section 3.6.
“Commence” or “Commencement” means the first visible improvement to the Property
made in furtherance of the construction of the Minimum Improvements (including, specifically,
pouring footings and foundations for one or more buildings).
“Completion” means the Developer’s receipt of the Certificate of Completion from the
City for the Minimum Improvements.
"County" means the County of Hennepin, Minnesota.
“Deed” means a limited warranty deed in the Minnesota Uniform Conveyancing Blank
Form.
"Developer" means Arcadia Ave Partners, LLC , or any assigns that have received prior
written approval from the City.
"Event of Default" means an action by the Developer or City listed in Article VII of this
Agreement.
"Minimum Improvements" means the construction by the Developer on the Property of
a combination of multiple buildings arranged on the property as generally depicted in the “Concept
Plan” included in Exhibit B. While the concept is anticipated to include the following items (i to
v, below), it is recognized that the actual site plan is subject to review by the Planning Commission
and approval by the City Council in accordance with the City’s standard process for development
review. Notwithstanding anything contained in this Agreement to the contrary, the City and
Developer each acknowledge and agree that the Minimum Improvements shall be as approved by
the City Council as provided in the foregoing sentence.
(i) up to 70 owner-occupied townhouse and/or condominium units ;
(ii) an approximately 6,000 -10, 000 square foot commercial building;
(iii) a private roadway to provide access to the new buildings on the Property;
(iv) sidewalk areas for public use (“Sidewalks”); and
(v) plaza areas, which must include a combination of landscaped and hardscaped areas
with public art (sculpture, mural or water feature) as approved by the City Manager or
designee (“Plaza”).
"Parties" means the Developer and the City.
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"Party" means either the Developer or the City.
“Plat” means the final plat of the Property.
"Project" means acquisition of the Property and the completed Minimum Improvements
thereon.
“Property” means the City Property, except approximately the northerly 40 feet as
determined by the City Survey of the Property as provided under 3.4(g)(1).
“Purchase Price” means the price that the Developer shall pay the City for the purchase
of the Property as described in Section 3.2.
“Site Plan Approval Process” means the process required in Edina City Code, Chapter
36, Article III for site plan review and determination of conditions that may warrant the rezoning
or reguiding of a property and/or the process to review a site development plan for compliance
with all City and other applicable codes and standards including but not limited to: engineering,
transportation, storm water, utilities. The process typically includes three steps: (1) Sketch Plan
review, (2) Preliminary Rezoning Review and (3) Final Rezoning and Site Plan Approval.
“Site Plan” means the City approved site plan for the Property approved through the Site
Plan Approval Process.
"State" means the State of Minnesota.
“Title Company” means Land Title, Inc.
"Unavoidable Delays" means delays outside the control of the party claiming its
occurrence which are the direct result of strikes, other labor troubles, unusually severe or prolonged
bad weather, Acts of God, fire or other casualty to the Minimum Improvements, litigation
commenced by third parties which, by injunction or other similar judicial action, directly results
in delays, or acts of any federal, state or local governmental unit (other than the City, provided,
such acts by the City are not unreasonable or otherwise done with negligence or willful
misconduct) which directly result in delays. Unavoidable delays shall not include delays in the
Developer obtaining full financing or obtaining permits or governmental approvals necessary
directly to enable construction of the Minimum Improvements, provided such delays are not the
direct result of Developer’s negligent acts or omissions.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties by the City. The City represents and
warrants that:
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(a) The City is a Minnesota municipal corporation and has the power to enter into this
Agreement and carry out its obligations hereunder.
(b) Subject to satisfaction of the terms and conditions of this Agreement, the City will
convey the Property to the Developer to complete development in accordance with the terms of
this Agreement.
(c) There is not pending, nor to the best of the City’s knowledge is there threatened,
any suit, action or proceeding against the City or the Property before any court, arbitrator,
administrative agency, or other governmental authority that my 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.
(d) To the best of its knowledge, the City believes that one or more private wells were
located on the Property, but have since been sealed. City has, or will prior to Closing, provided
Developer with all well disclosures required by Minn. Stat. § 103I.235, including a Well
Disclosure Certificate.
(e) To the best of the City’s knowledge any sewage generated on the Property goes to
a facility permitted by the Minnesota Pollution Control Agency and there are no active or
abandoned individual sewage treatment systems located on or serving all or any part of the
Property.
(f) To the best of the City’s knowledge, no methamphetamine production has occurred
on the Property. This statement is being made pursuant to the disclosure requirements of
Minnesota Statutes Section 152.0275.
(g) To the best of the City’s knowledge, the City has not received written notice of the
presence or existence of any hazardous materials regulated by any applicable federal, state, county
or local government authorities in amounts on the Property that violate existing law, except as
otherwise provided in the environmental reports provided to Developer pursuant to Section 3.4(a).
Except as otherwise disclosed in the environmental reports provided to Developer pursuant to
Section 3.4(a), to the best knowledge of the City after due inquiry, no toxic or hazardous substances
or wastes, pollutants or contaminants (including, without limitation, asbestos, urea formaldehyde,
the group of organic compounds known as polychlorinated biphenyls, petroleum products
including gasoline, fuel oil, crude oil and various constituents of such products, and any hazardous
substance as defined in the Comprehensive Environmental Response, Compensation and Liability
Act of 1980 (“CERCLA”), 42 U.S.C. § 9601 9657, as amended) have been generated, treated,
stored, released or disposed of, or otherwise placed, deposited in or located on the Property, nor
has any activity been undertaken on the Property that would cause or contribute to (i) the Property
to become a treatment, storage or disposal facility within the meaning of, or otherwise bring the
Property within the ambit of the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42
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U.S.C. § 6901 et seq., or any similar state law or local ordinance, (ii) a release or threatened release
of toxic or hazardous wastes or substances, pollutants or contaminants, from the Property within
the meaning of, or otherwise bring the Property within the ambit of, CERCLA, or any similar state
law or local ordinance, or (iii) the discharge of pollutants or effluents into any water source or
system, the dredging or filling of any waters or the discharge into the air of any emissions, that
would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.,
or the Clean Air Act, 42 U.S.C. § 7401 et seq., or any similar state law or local ordinance. To the
best knowledge of the City after due inquiry, there are no substances or conditions in or on the
Property that may support a claim or cause of action under RCRA, CERCLA or any other federal,
state or local environmental statutes, regulations, ordinances or other environmental regulatory
requirements, including without limitation, the Minnesota Environmental Response and Liability
Act, Minn. Stat. 115B and the Minnesota Petroleum Tank Release Cleanup Act, Minn. Stat. 115C.
The City has disclosed to Developer all environmental reports and studies with respect to the
Property that are in the City’s actual possession.
(h) The City has not received notice of default concerning any of its obligations or
liabilities regarding the Property;
(i) The City has not received written notice of any action, litigation, investigation,
condemnation or proceeding of any kind pending or threatened against the City or any portion of
the Property.
(j) The City will reasonably cooperate in the processing of any applications required
under this Agreement to be filed with the City by the Developer. The City does not hereby warrant
or represent that the City will approve an application filed by Developer, except as expressly
provided in this Agreement.
(k) The City owns, or will own as of the Closing Date, the Property, free and clear of
all encumbrances.
(l) Except as otherwise disclosed to Developer in writing, there are no leases or other
possessory interests granted, encumbering or otherwise affecting any portion of the Property.
(m) To the knowledge of the City, there are no unrecorded contracts, easements,
agreements or other documents affecting the condition of title to the Property.
(n) There are no unpaid charges, debts, liabilities, claims, or obligations arising from
the construction, occupancy, ownership, use or operation of the Property which could give rise to
any mechanic’s or materialmen’s or other statutory liens against any of the Property, or for which
Developer will be responsible (excepting any unpaid charges, debts, liabilities, claims or
obligations arising from any action taken by or at the direction of Developer).
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(o) The City has received no notice of actual or threatened reduction or curtailment of
any utility service now supplied to the Property.
(p) The City has received no notice of actual or threatened special assessments or
reassessments of the Property.
(q) There are no claims for brokerage commission or other payments with respect to
the existing Property, which will survive and remain unpaid after the Closing Date.
(r) The City has not entered into any other contracts for the sale of the Property, nor
are there any rights of first refusal or options to purchase the Property or any other rights of others
that might prevent the consummation of this Agreement.
(s) The City is not a “foreign person”, “foreign partnership”, “foreign trust” or “foreign
estate” as those terms are defined in Section 1445 of the Internal Revenue Code (the “Code”).
(t) Except for a combination of underground and aboveground storage tanks identified
in Environmental Site Assessment reports that have been removed, to the City’s knowledge after
due inquiry, no above ground or underground tanks, are located in or about the Property, or have
been located under, in or about the Property and have subsequently been removed or filled. To
the extent storage tanks exist on or under the Property such storage tanks have been duly registered
with all appropriate regulatory and governmental bodies and otherwise are in compliance with
applicable Federal, state and local statutes, regulations, ordinances and other regulatory
requirements.
(u) To the City’s knowledge, the Property is not affected by airport zoning regulations.
(v) 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 fulfilment 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.
Subject to the limits of liability under Minn. Stat. ch. 466, the City will indemnify Developer, its
successors and assigns, against, and will hold Developer, its successors and assigns, harmless
from, any expenses or damages, including reasonable attorneys’ fees, that Buyer suffers or incurs
because of the breach of any of the above representations, warranties and covenants, whether such
breach is discovered before or after Closing. Each of the representations and warranties herein
contained shall survive the Closing for a period of one (1) year.
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Section 2.2. Representations and Warranties by the Developer. The Developer
represents and warrants that:
(a) The Developer is a limited liability company organized and in good standing under
the laws of the State of Minnesota, is qualified to do business in the State, is not in violation of
any provisions of its operating agreement or other organization documents or the laws of the State,
has 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) 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 the
Developer’s organizational documents, any restriction or any agreement or instrument to which
the Developer is now a party or by which it is bound or to which any property of the Developer is
subject, and do not and will not constitute a default under any of the foregoing or a violation of
any order, decree, statute, rule or regulation of any court or of any state or Federal regulatory body
having jurisdiction over the 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 the Developer is a party or by which is bound.
(c) The Developer, including its individual business entities, has the capacity to enter
into this Agreement and to perform its obligations hereunder.
(d) When the Property is conveyed to the Developer, the Developer will construct,
operate and maintain the Minimum Improvements upon the Property in accordance with the terms
of this Agreement, and all local, state and federal laws and regulations (including, but not limited
to, environmental, zoning, building code and public health laws and regulations).
(e) The Minimum Improvements will be constructed by the Developer, at its sole
expense, in such manner, and at such expense as are necessary to make the Property usable by the
Developer, including all such improvements as are necessary to make said facility comply with all
applicable federal, state and local rules, regulations, ordinances and laws.
(f) There are no pending or threatened legal proceedings, of which the Developer, or
its individual business entities, has notice, contemplating the liquidation or dissolution of the
Developer or threatening its existence, or seeking to restrain or enjoin the transactions
contemplated by this Agreement or the validity of this Agreement.
(g) The Developer reasonably expects that it will be able to obtain financing in an
amount sufficient to enable the Developer to successfully construct the Minimum Improvements,
as provided herein and will diligently proceed to obtain all necessary financing.
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(h) Subject to Section 3.12 hereof, the Developer will use commercially reasonable
efforts to construct the Minimum Improvements in accordance with all local, state or federal
energy-conservation laws or regulations as well as all applicable laws pertaining to handicapped
accessibility of the Project.
(i) The Developer will use commercially reasonable efforts to obtain, in a timely
manner, all required permits, licenses and approvals and to meet, in a timely manner, all
requirements of all applicable local, state and federal laws and regulations which must be obtained
or met before the Minimum Improvements may be lawfully constructed.
ARTICLE III.
CONVEYANCE OF PROPERTY
Section 3.1. Property. Subject to the terms and conditions of this Agreement, the City
will sell and convey the Property to the Developer and the Developer will purchase and accept
from the City fee ownership of the Property.
Section 3.2. Purchase Price. The purchase price for the City Property shall be the sum of
Four Million and No/100 Dollars ($4,000,000.00), which the Developer shall pay to the City for
the purchase of the Property. In the event that the Developer constructs more than the 70 towhome
and/or condominium units as originally anticipated, the Purchase Price will be increased by an
amount of $50,000 for each additional townhouse or condominium unit approved and constructed
in excess of 70 total units. There shall be no decrease of the purchase price if fewer than 70 total
townhome and condominium units are constructed on the Property.
The purchase price for the Property shall be payable by Developer to the City as follows:
(a) Fifty Thousand and No/100 Dollars ($50,000.00) as earnest money deposited with
the Title Company within five (5) business days of the Effective Date of this Agreement (the “First
Deposit”).
(b) One Hundred Fifty Thousand and No/100 ($150,000.00) as additional earnest
money deposited with the Title Company within five (5) business days of Developer’s receipt of
Preliminary Zoning Approval for the Property by the City (the “Second Deposit”).
(c) Fifty Thousand and No/100 Dollars ($50,000.00) as additional earnest money
deposited with the Title Company for each thirty day extension approved by the City Manager for
extension of the Second Due Diligence Period provided under Section 3.4(d) (“Additional
Deposit(s)”), which Additional Deposit(s) must be made within five (5) days of Developer’s
receipt of approval by the City Manager.
(d) Collectively, the First Deposit and the Second Deposit and any Additional Deposits
shall be referred to herein as the “Earnest Money.”
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(e) The balance payable in cash, certified funds or wire transfer paid to the City at Closing.
(f) The Earnest Money payable by Developer hereunder is consideration for the rights
granted to Developer to purchase and develop the Property. If requested by Developer, the Title
Company shall hold the Earnest Money in an interest-bearing account, provided that Developer
supplies the Title Company with Developer’s Taxpayer Identification Number and all necessary
regulatory forms or other similar information reasonably required by the Title Company. Any
interest accruing on the Earnest Money shall become part of the Earnest Money to be applied or
disposed of in the same manner as the remainder of the Earnest Money. In the event that this
Agreement is not earlier terminated, the Title Company shall deliver the Earnest Money to the City
at the Closing and Developer shall receive a credit against the Purchase Price for the full amount
of the Earnest Money delivered to the City. If the transaction contemplated by this Agreement
fails to close, or this Agreement is otherwise terminated, the Title Company will disburse the
Earnest Money to the City or Developer as provided in this Agreement.
Section 3.3. Title and Survey. The Developer shall be responsible for performing any
and all title and survey examination or due diligence of the Property that the Developer deems
prudent, at the Developer’s sole cost and expense, except as otherwise provided for in this
Agreement. The City will provide marketable title to the Property at Closing, but the City is
otherwise not providing any representations or warranties as to the condition of title and Developer
expressly waives and claims the Developer may have against the City in connection with title
defects. Notwithstanding the foregoing, the City agrees to reasonably cooperate with the
Developer to cure any title defects that my exist before the expiration of the Initial Due Diligence
Period (as defined below). In no event may any mortgage or other lien securing the payment of
money be permitted to remain as a defect to title as of Closing, and all such encumbrances must
be satisfied by the City at or before Closing.
Section 3.4. Due Diligence Periods.
(a) Documents and Materials. Within fifteen (15) days after the Effective Date, the
City shall deliver to Developer the following documents regarding the Property and in the City’s
possession or control: (1) the most current ALTA survey and prior title policy; (2) Any soils
reports, environmental assessment reports, environmental audits (including, but not limited to any
existing reports regarding asbestos, including mitigation plans and reports, and maintenance and
condition reports and audits) topographical maps, utility information, site studies, engineering
reports, geotechnical reports or studies or other property condition reports (3) Any permits,
development engineering plans, correspondence with jurisdictional agencies, utility service
agreements, leases, use or licensing agreements, and other such information affecting the Property
(collectively, the “Property Documents”); provided, however, that notwithstanding the foregoing,
the City’s internally prepared notes, memoranda or other documents and any other documents or
materials which are confidential or proprietary to the City will be excluded from the Property
Documents.
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(b) Initial Due Diligence Period. Developer shall have One Hundred and Eighty (180)
days from the Effective Date to: (1) examine the Property Documents; (2) make a physical
inspection of the Property; (3) environmental investigations; (4) obtain preliminary zoning for the
Property; and (5) review title to the Property (the “Initial Due Diligence Period”), as the same may
be extended as provided below. In this regard, Developer and its authorized employees, agents,
contractors and representatives (collectively, “Developer’s Representatives”) shall be entitled to
enter upon the Property at all reasonable times during the Due Diligence Period for the purpose of
inspecting, investigating, surveying and the conducting of testing of the Property (collectively,
“Inspections”), upon reasonable prior oral or written notice to the City. All Inspections shall occur
at reasonable times agreed upon by the City and Developer, which such approval shall not be
unreasonably withheld, conditioned or delayed. Developer shall pay all costs and expenses of all
Inspections. Notwithstanding anything herein to the contrary, Developer shall not perform soil
tests, asbestos or lead tests, or perform tests of a similarly intrusive nature without the prior written
consent of City, which consent shall not be unreasonably withheld, conditioned or delayed;
provided, however, Developer shall have the right to complete a Phase I and a Phase II
environmental report as part of such Inspections. In the event Developer has not obtained
preliminary zoning approval for the proposed development or completed Inspections within Initial
Due Diligence Period, the Initial Due Diligence Period may be extended an additional 30 days by
reasonable approval of the City Manager for good cause shown, as determined in the sole
discretion of the City Manager.
(c) Second Due Diligence Period. Developer shall have up to Three Hundred Sixty
Days (360) days following the Effective Date (the “Second Due Diligence Period”) to: (i) secure
all necessary equity and private financing for the Project; (ii) prepare design documents for the
Minimum Improvements and Construction Plans for Phase I; (iii) obtain all land use approvals for
construction of the Minimum Improvements on the Property, including final plat approval (“Plat
Approval”), substantially consistent with Exhibit B, as modified by the Site Plan approved through
the City’s site plan approval process (“Approvals”); and (4) market and obtain pre-sales of the
initial phase of units to be constructed as part of the Project. In the event Developer has not
completed the foregoing within Second Due Diligence Period, the Second Due Diligence Period
may be extended an additional 90 days by reasonable approval of the City Manager for good cause
shown, as determined in the sole discretion of the City Manager, provided that Additional Deposits
in the amount of $50,000 per 30 day period (or portion thereof) be provided to the City as
additional earnest money. The City shall, at no cost or liability to the City, reasonably cooperate
and affirmatively assist Developer with Developer’s efforts to obtain its Approvals, but does not
guarantee the granting of such Approvals. Developer shall be solely responsible for all costs
associated with obtaining the Approvals and no such Approvals will be effective prior to the
Closing Date unless approved by the City.
(d) Indemnification; Manner of Inspections. Developer shall indemnify, defend and
hold the City and the Property harmless from all loss, damages, costs, claims, liabilities and
expenses, including without limitation attorneys’ fees, relating to the Inspections or the activities
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of the Developer and the Developer Representatives performed on or at the Property. Developer
and the Developer Representatives shall perform the Inspections upon the Property (i) in a manner
so as not to cause damage to the Property or the death or personal injury to any persons and (ii) in
a manner which keeps the Property free of any liens or third-party claims resulting therefrom.
Developer shall repair and restore any damage to the Property caused by any of the Developer
Representatives or occurring during the Inspections and shall return the Property to substantially
the same condition as existed prior to such entry. At the City’s option, and at the City’s sole cost
and expense, a representative of the City may accompany Developer and the Developer
Representatives during the Inspections. The City and Developer agree that the provisions of this
Section shall survive the closing of the transaction contemplated by this Agreement.
Notwithstanding anything contained herein to the contrary, the foregoing indemnification
obligations of Developer shall not apply (x) to the extent any liability or loss suffered is attributable
to the negligent act or omission of the City or its authorized employees, agents, contractors and
representatives, or (y) to any loss or diminution of value arising from any condition discovered by
Developer during such Inspections.
(e) Insurance. Before and during any Inspections, Developer and each Developer
Representative shall maintain workers’ compensation insurance in accordance with applicable law,
and Developer or the applicable Developer Representative, shall secure, maintain and provide
evidence to City of (i) a commercial general liability insurance with limits of at least $2,000,000
for bodily or personal injury or death, which policy shall name City and its agents as additional
insureds, (ii) property damage insurance in the amount of at least $1,000,000 and (iii) contractual
liability insurance. Developer shall deliver to City evidence of such workers’ compensation
insurance and a certificate evidencing the commercial general liability, property damage and
contractual liability insurance before conducting any Inspections on the Property.
(f) Responsibilities During Initial Due Diligence Period. During the Initial Due
Diligence Period (as the same may be extended):
(1) using the most recent ALTA survey, the City shall identify changes to the
Property boundaries that are necessary to accommodate public
infrastructure, including but not limited to existing roadways, sidewalks,
trails, landscaping areas, and utility systems. The survey shall be updated
by the Developer prior to Closing to reflect the final boundaries of the City
Property to be sold and those portions which shall remain under the
ownership of the City (“City Survey”);
(2) if the most recent ALTA survey is acceptable to the Developer, the Parties
agree to amend the Contract legal description of the Property to be
consistent with the updated Survey that reflects the final boundaries;
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(3) the Developer shall complete its due diligence of the site and title review of
the Property.
(4) Developer shall obtain Preliminary Zoning Approval from the City.
(5) Developer shall identify pass-through grants from third party sources that
are likely to be applicable to this Project.
(g) Responsibilities During Second Due Diligence Period. During the Initial Due
Diligence Period (as the same may be extended):
(1) the City will assist Developer in obtaining pass-through grants from third
party sources for the Project as mutually agreed by the Parties, with the
Developer bearing all costs of preparing grant applications;
(2) the Parties will pursue overnight parking options in the adjacent City
parking ramp for future residents, guests and visitors of the Property;
(3) Finalize terms of the following easements:
(a) an easement to the City for access over the westerly 10 feet of the
Property attached hereto as Exhibit C (“Public Access Easement
Agreement”); and
(b) a public access easement over the Plaza substantially in the form
attached hereto as Exhibit D (“Plaza Easement Agreement”) and
sidewalks substantially in the form attached hereto as Exhibit E
(“Sidewalk Easement Agreement”).
(c) Other easements as identified through the site plan approval process.
(4) The developer shall identify the means by which the Project will comply
with the City’s Affordable Housing Policy, either by pricing at least 10% of
the total units to be affordable to households earning no more than 80%
Area Median Income (AMI) taking mortgage and fees into consideration or
by paying to the City an Affordable Units In-Lieu Fee.
(a) The Parties will work in good faith to establish Declarations of
Covenants and for the residential portions of the Property providing
that ten percent (10%) of the total residential units on the Property
will be made available for purchase by a person whose household
income is eighty percent (80%) or less of the area median income
adjusted for household size as determined annually by the United
States Department of Housing and Urban Development (HUD) who
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certify that the Property will be used as their principal residence (the
“Affordable Units”) for a period of 20 years. The sales price must
take into consideration the mortgage as well as condominium or
similar association fees that are reasonably anticipated to be borne
by the household. Details of the pricing structure of the Affordable
Units shall be determined through the site plan approval process and
finalized during the Second Due Diligence Period. All common
interest community documents must be reviewed by the City
Manager or designee during the Second Due Diligence Period and
approved prior to Closing.
(b) As an alternate to providing the Affordable Units in the Project, the
Developer shall have the option, in lieu of such obligation, to pay to
the City an Affordable Units In-Lieu Fee. The Affordable Units In-
Lieu Fee shall be calculated at a rate of Forty Thousand Dollars
($40,000.00) per each residential unit constructed at the Property.
The Affordable Units In-Lieu Fee shall be due and payable to the
City prior to issuance of a building permit for each of the buildings
or grouping of buildings or on such other schedule as may be
approved in writing by the City and Developer. Payment of the
Affordable Units In-Lieu Fee in full for all residential units
constructed shall constitute Developer’s complete satisfaction of its
affordable housing obligations under this Agreement, and no
affordable housing units shall be required to be provided at the
Property. The City shall be responsible for depositing all Affordable
Units In-Lieu Fee payments received pursuant to this Section into
the City’s Affordable Housing Trust Fund (or such other designated
fund) to be used solely for the purpose of supporting or developing
affordable housing within the City, consistent with applicable law
and City policy.
(5) Developer shall establish a phased delivery plan and proposed delivery
schedule that is based on market conditions and subject to the reasonable
approval of the City Manager or designee. Phase I of the development shall
include the following: construction plans for all roads, utilities, one (1)
commercial building and at least one (1) townhome complex (“Phase 1”),
together with site plans for full development of the Property. Subsequent
phases of the development shall include the remaining townhouse buildings
and the condominium development.
(h) Termination During Due Diligence Periods.
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(1) Initial Due Diligence Period. Developer may terminate this Agreement by
giving written notice to the other Party prior to the expiration of the Initial Due Diligence Period
(as the same may be extended). Upon termination, the First Deposit shall be refunded to the
Developer and the Parties shall have no further obligation to the other party upon termination,
other than obligations which, by the express terms of this Agreement, survive a termination of this
Agreement.
(2) Second Due Diligence Period. Developer may terminate this Agreement by
written notice to City prior to the expiration of the Second Due Diligence Period (as the same may
be extended). Upon termination, the City will retain the Earnest Money and the Parties shall have
no further obligation to the other party upon termination, other than obligations which, by the
express terms of this Agreement, survive a termination of this Agreement. Notwithstanding
anything contained herein to the contrary, in the event Developer terminates this Agreement during
the Second Due Diligence Period as a result of an uncured Event of Default by the City, the entire
Earnest Money amount shall be refunded to Developer pursuant to Section 7.4 hereof.
Section 3.5. Conditions Precedent to Conveyance of Property.
(a) The City’s obligation to convey the Property at Closing shall be subject to the
satisfaction of, or waiver in writing by the City of, all of the following conditions precedent:
(i) The Developer shall have performed all of the obligations this Agreement expressly
requires the Developer to perform on or before the Closing Date, and the Developer
shall not be in default under the terms of this Agreement beyond any applicable
cure period;
(ii) The Developer shall have delivered to the City all of the documents to be delivered
by the Developer and described in Section 3.7(b) on or before the Closing Date;
(iii) The Developer having secured all Approvals in order to permit construction of the
Minimum Improvements prior to Closing, excluding any building permits, which
shall be obtained following Closing;
(iv) The Developer shall have submitted to the City and the City shall have approved
Construction Plans for Minimum Improvements within Phase I and the Site Plan
pursuant to Section 3.4(h)(5) and Article IV of this Agreement substantially
consistent with the concept plan attached as Exhibit B as modified by the Site Plan
approved through the City’s site plan approval process;
(v) Developer has secured the necessary and appropriate financing to purchase the
Property and provided to the City a financing commitment letter;
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(vi) The issues identified in Section 3.4 have been adequately addressed to the City’s
satisfaction prior to the expiration of the Due Diligence Period, or extension
thereof; and
(vii) The Plat has been approved and is recorded at Closing.
(b) The Developer’s obligation to accept title to the Property shall be subject to
satisfaction, or waiver in writing by the Developer, of the following conditions precedent:
(i) The City shall have performed all of the obligations required to be performed by
the City under this Agreement on or before the Closing Date, and the City shall not
be in default under the terms of this Agreement beyond any applicable cure period;
(ii) The Developer having secured the City’s approval of the Construction Plans for
Minimum Improvements within Phase I and the Site Plan pursuant to Section
3.4(h)(5) and Article IV of this Agreement and all other governmental permits and
Approvals, excluding building permits, necessary to construct the Minimum
Improvements in a phased manner;
(iii) Developer has secured the necessary and appropriate financing to purchase the
Property.
(iv) The issues identified in Section 3.4 have been adequately addressed to the
Developer’s satisfaction prior to the expiration of the Second Due Diligence Period,
or extension thereof; and
(v) The Plat has been approved and is recorded at Closing.
(c) City and Developer Options. In the event that any of the foregoing contingencies
are not satisfied on or before the Closing Date, the Developer or the City, as the case may be must:
(i) terminate this Agreement by written notice to the other party; or
(ii) waive such failure and proceed to close.
In the event of termination by the Developer after the Initial Due Diligence Period, the Earnest
Money shall be non-refundable and disbursed to the City. In the event of termination by the City,
the Earnest Money shall be refunded to Developer.
Section 3.6. Closing. Subject to the terms and conditions of this Agreement, the Closing
shall occur within thirty (30) days of expiration of the Second Due Diligence Period ("Closing
Date"), unless otherwise extended by approval of the Parties. The conveyance will be closed
through an escrow arrangement with the Title Company.
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Section 3.7. Closing Documents.
(a) City Documents. At the Closing, the City shall execute, where appropriate, and
deliver all of the following (collectively, the “City Documents”):
(i) The Deed properly executed on behalf of the City conveying the Property to the
Developer;
(ii) A Minnesota Uniform Conveyancing Blank Form Affidavit Regarding Business
Entity;
(iii) A resolution of the City authorizing the City’s execution and delivery of the Deed;
(iv) A non-foreign affidavit containing such information as required by Internal
Revenue Code Section 1445(b)(9ii) and any regulations relating thereto;
(v) A Minnesota Well Disclosure Certificate;
(vi) Such information as required by Developer or Title Company to permit Title
Company to file an electronic certificate of real estate value;
(vii) A settlement statement reflecting the financial provisions of the Closing, consistent
with the provisions of this Agreement;
(viii) The Plat;
(ix) Easements and any additional documents determined necessary by the Parties
during the Due Diligence Period as referenced in Section 3.4(g), or any extension
thereof; and
(x) Any other items required by this Agreement or reasonably requested by the Title
Company or the Developer of the Closing.
(b) Developer Documents. At the Closing, the Developer shall execute, where
appropriate, and deliver all of the following (collectively, the “Developer Documents”):
(i) The balance of the Purchase Price by wire transfer of immediately available funds
to the Title Company;
(ii) Such affidavits of the Developer or other documents as may be reasonably required
by the Title Company (including a Certificate of Real Estate Value) to record the
City Documents and issue any title insurance policy required by the Developer;
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(iii) A resolution of the members or manager of the Developer authorizing and
approving the transaction contemplated by this Agreement, certified as true and
correct by an officer of the Developer;
(iv) A settlement statement reflecting the financial provision of the Closing, consistent
with provisions of this Agreement;
(v) Easements and any additional documents determined necessary by the Parties
during the Due Diligence Periods, or any extension thereof;
(vi) Full and complete copies of the declarations, bylaws, rules and other governing
documents for the condominium association and/or, homeowner association
created on the residential portions of the Property;
(vii) Full and complete copies of any cross easements or other agreements between all
the commercial and residential uses on the Property; and
(viii) Any other items required by this Agreement or reasonably requested by the Title
Company or the City for the Closing.
Section 3.8. Taxes and Deferred Assessments. Except as otherwise provided herein, the
City shall pay all general real estate taxes and installments of special assessments due and payable
in the year prior to the Date of Closing and all years prior thereto. The City and Developer shall
prorate all general real estate taxes due and payable on the Property in the year in which the Closing
Date occurs on a per diem basis. Except as otherwise provided below, City shall pay on or before
Closing all levied and pending special assessments associated with the Property as of the Closing
Date. The City shall pay all deferred real estate taxes or special assessments which may become
payable as a result of the sale contemplated hereby.
Section 3.9. Prorations. The City and the Developer shall make the following
prorations and allocations of costs and expenses at Closing:
(a) the Developer shall pay:
(i) the cost of issuance of the title commitment and ALTA Owner’s title
insurance policy, including the cost of any endorsements or extended
coverage provisions, if any;
(ii) one-half (1/2) of the closing fee charged by the Title Company;
(iii) the cost for any environmental investigation, tests, or surveys elected to be
completed by Developer, including consultants hired by Developer;
(iv) all taxes payable by Developer in accordance with the terms of this
Agreement;
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(v) its own attorneys’ fees;
(vi) all costs associated with the Plat process;
(vii) recording fees for easements; and
(viii) all Mortgage Registry Tax regarding any mortgage to be granted by the
Developer on the Property in connection with the Closing.
(b) At Closing, the City shall pay:
(i) all costs for the City Survey;
(ii) one-half (1/2) of the closing fee charged by the Title Company;
(ii) all costs for recording fees for documents necessary for correction of title;
(iii) all taxes and assessments payable by the City in accordance with this
Agreement;
(iv) its own attorneys’ fees;
(v) state deed tax and conservation fee; and
(vi) all amounts levied, pending or otherwise due and payable as of the Closing
Date for maintenance costs which have assessed to the Property as part of in
the Grandview Commercial Area.
(c) All costs incidental to the Closing, not otherwise specifically allocated in this
Agreement shall be allocated in accordance with the custom and practice for similar transactions.
(d) The City and Developer each represent and warrant to the other party that it has
dealt with no brokers, finders, or the like in connection with this Agreement or the transactions
contemplated hereby. The City and Developer agree to indemnify and defend each other against,
and hold each other harmless from, all claims, damages, costs, and expenses of or for any fees or
commissions resulting from their actions or agreements regarding the execution or performance of
this Agreement, if and to the extent the representation and warranty made by such party in the
immediately preceding sentence is not true.
Section 3.10. No Representation by the City. EXCEPT FOR THE CITY’S
REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT, THE
DEVELOPER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING
THE PROPERTY “AS IS” AND “WITH ALL FAULTS,” AFTER SUCH INSPECTION,
ANALYSIS, EXAMINATION AND INVESTIGATION THE DEVELOPER CARES TO MAKE
AND EXPRESSLY WITHOUT COVENANT, WARRANTY OR REPRESENTATION BY THE
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CITY AS TO PHYSICAL OR ENVIRONMENTAL CONDITION, TITLE, LEASES, RENTS,
REVENUES, INCOME, EXPENSES, OPERATION, FLOOD PLAIN, SHORELAND,
WETLANDS, ZONING OR OTHER REGULATION, COMPLIANCE WITH LAW,
SUITABILITY FOR PARTICULAR PURPOSES, ALL OTHER MATTERS WHICH THE
DEVELOPER DEEMS RELEVANT TO ITS PURCHASE OF THE PROPERTY OR ANY
OTHER MATTERS WHATSOEVER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
IN THIS AGREEMENT.
THE DEVELOPER REPRESENTS TO THE CITY THAT DEVELOPER HAS CONDUCTED,
OR WILL HAVE HAD THE OPPORTUNITY TO CONDUCT PRIOR TO CLOSING, SUCH
INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE
PHYSICAL, ENVIRONMENTAL AND GEOTECHNICAL CONDITIONS THEREOF, AS
DEVELOPER DEEMS NECESSARY TO SATISFY ITSELF OF THE CONDITION OF THE
PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE
TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES OR
MATERIALS ON, WITHIN, UNDER OR DISCHARGED FROM THE PROPERTY, AND
WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED
BY OR ON BEHALF OF THE CITY.
UPON CLOSING, DEVELOPER SHALL ASSUME THE RISK THAT ADVERSE MATTERS,
INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL, ENVIRONMENTAL AND
GEOTECHNICAL CONDITIONS MAY HAVE BEEN REVEALED BY DEVELOPER’S
INVESTIGATIONS, AND DEVELOPER, UPON CLOSING, SHALL BE DEEMED TO HAVE
WAIVED, RELINQUISHED AND RELEASED THE CITY (AND THE CITY’S OFFICIALS,
EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT) LOSSES,
DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES
AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR
UNKNOWN, WHICH DEVELOPER MIGHT HAVE ASSERTED OR ALLEGED AGAINST
THE CITY (AND THE CITY’S OFFICERS, DIRECTORS, SHAREHOLDER, EMPLOYEES
AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR
PATENT PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS) AND
ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS
REGARDING THE PROPERTY; PROVIDED, HOWEVER, THE CITY SHALL NOT MAKE
ANY CLAIM RELATING TO A BREACH OF A REPRESENTATION, WARRANTY OR
COVENANT IN THIS AGREEMENT OR ANY OTHER CLOSING DOCUMENT
The City and Developer agree that the provisions of this Section 3.10 shall survive the closing of
the transaction contemplated by this Agreement.
Section 3.11. Maintenance Assessment District. The Property is located within the Grandview
Commercial Area which is Maintenance Assessment District. This District has been established in
accordance with City Code Chapter 24, Article V pursuant to Laws of Minnesota 1983, Chapter
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59 to cover the cost of these services provided at a higher level than supported by City property
tax levy:
(a) Removal of snow, ice and refuse, including litter, from sidewalks, streets and parking
facilities.
(b) Elimination of weeds from any and all streets, sidewalks and private property.
(c) Removal or elimination of any public health or safety hazards from private property.
(d) Trimming and care of trees and the removal of unsound trees.
(e) Repair of sidewalks and alleys.
(f) Operation, including maintenance and repair, of city-owned lighting systems, streets,
sidewalks and public parking facilities.
The first calendar year after the commercial building receives the Certificate of Occupancy, the
Property will be subject to its proportional share of the annual maintenance costs that are assessed to
commercial property owners in the Grandview Commercial Area. The Developer and all future
owners of the commercial property owners agree to pay the amount due promptly. The Developer
further agrees to reasonably support the creation of a Business Improvement District or Special
Services District should such a district be proposed to replace or supplement the Maintenance District
within five years of the Closing Date. The City agrees that should the Property be subject to any
annual maintenance costs as part of the Grandview Commercial Area as of the Closing Date, the City
shall be responsible for payment of all such costs on or before the Closing Date.
Section 3.12. Option for City to Reacquire.
(a) Grant of Option. Developer hereby grants to the City (the “Option”) for the period
(“Option Period”) beginning sixty (60) months from the Closing Date (“Option Commencement
Date”) and ending twelve months following the Option Commencement Date (“Option Expiration
Date”) the exclusive right and privilege to acquire any lot within the Plat that has not been issued a
building permit as of the Commencement Date, at the following purchase price:
(1) $50,000.00 per townhome unit, plus 2% per year from the Closing Date (calculated
on a monthly basis);
(2) $47,500.00 per condominium unit, plus 2% per year from the Closing Date (calculated
on a monthly basis);
(3) $1,000,000.00 for the commercial lot within the Plat, plus 2% per year from the
Closing Date (calculated on a monthly basis), if the commercial lot has been improved
with an access roadway, curb and gutter, utility connections, site preparation, rough
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grading, public sidewalk and landscaping from curb to 5 feet past the public sidewalk
along Eden and Arcadia roadways.
(4) $500,000.00 for the commercial lot within the Plat, plus 2% per year from the Closing
Date (calculated on a monthly basis), if the commercial lot is not improved as provided
in Section 3.12(a)(4);
The Option Commencement Date and Option Expiration Date shall be extended commensurate with
the time period for any Unavoidable Delays.
(b) Notice of Exercise of Option. If the City elects to exercise the Option granted under
this Section 3.12, the City must deliver to Developer a written notice of the City’s intention to
exercise the Option, together with two (2) copies of the Purchase Agreement, substantially in the
form attached as Exhibit F executed by the City (“Form of Purchase Agreement”). The City’s
notice to exercise the Option and the executed copies of the Purchase Agreement must be delivered
to Developer either personally or by certified mail, return receipt requested, by depositing the same
in the United States Mail, postage prepaid, and the mailed acceptance must bear a postmark with
any time prior to 11:59 p.m. on the Expiration Date (“City Notice”). The City Notice shall be
addressed to Developer at the address set forth in Section 8.5(a) or such other address as may be
designated by Developer upon written notice to the City from time to time. Upon receipt of the
City’s Notice, Developer agrees to promptly execute the Purchase Agreement and promptly return
a signed copy to Purchaser, either personally or by certified mail in the manner described above,
addressed to the City at its address set forth in the Purchase Agreement or such other address as
may be designated by the City from time to time to Developer by written notice.
(c) Failure to Exercise Option. If the City fails to exercise City’s Option within the
Option Period, the right to the Option shall expire by its terms and the City will execute and deliver
a Quit Claim Deed to the Property in recordable form to Developer within ten (10) business days
after the Option Expiration Date.
Section 3.13. Failure to Accept Title to Property. In the event all conditions precedent
herewith are met or waived and the Developer fails to accept title to the Property pursuant to this
Article III, the City shall retain the Earnest Money, except as otherwise provided under Section
3.4.
ARTICLE IV.
CONSTRUCTION OF MINIMUM IMPROVEMENTS
Section 4.1. Construction of Minimum Improvements. The Developer agrees that it
will construct the Minimum Improvements on the Property in accordance with construction plans
approved by the City, (the “Construction Plans”) and will operate and maintain, preserve and keep
the Minimum Improvements or cause the Minimum Improvements to be maintained, preserved
and kept with the appurtenances and every part and parcel thereof in good repair and condition.
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Developer acknowledges that, in addition to City approval of plans, Developer is required to obtain
all necessary City approvals for the development.
Section. 4.2. Construction Plans.
(a) On or before February 1, 2027, the Developer shall submit to the City preliminary
plans (site plan for the Property and schematic plans for the Minimum Improvements) for review
and approval by the City for general compliance of the Plans with the terms of this Contract. This
review shall supplant City review and approval of plans required in accordance with City Code.
(b) Not less than thirty (30) days prior to Closing, the Developer shall provide to the
City the Construction Plans providing for the construction of Phase I of the Minimum
Improvements. Construction Plans shall be subject to reasonable changes at Developer’s sole
discretion, subject to subsection (c) below, for a determination that the Phase I Construction Plans
are in conformity with this Agreement, the Preliminary Plans, and all applicable state and local
laws and regulations, together with the construction budget for the Project. The City’s Economic
Development Manager or other person so directed by the City Manager shall approve the Phase I
Construction Plans in writing if, in the reasonable discretion of the City: (i) the Phase I
Construction Plans conform to the terms and conditions of this Agreement; (ii) the Phase I
Construction Plans conform to all applicable federal, state and local law, ordinances, rules and
regulations as determined by the City’s Building Inspector; (iii) the Phase I Construction Plans are
adequate to provide for the construction of the subject Minimum Improvements; (iv) the Phase I
Construction Plans do not provide for expenditures in excess of the funds which will be available
to the Developer for the construction of the Minimum Improvements; and (v) no Event of Default
has occurred and is continuing. No approval by the City under this Section 4.2 shall relieve the
Developer of the obligation to comply with the terms of this Agreement, applicable federal, state
and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements. No
approval by the City shall constitute a waiver of an Event of Default. The City shall review the
Phase I Construction Plans within thirty (30) days of submission of a complete set of Phase I
Construction Plans and either approve the same or provide Developer with a list of specific
required changes to be made to the Phase I Construction Plans. Upon making the specific changes
to the Phase I Construction Plans as required by the City, the Developer shall re-submit the Phase
I Construction Plans with the required changes to the City for its approval and if Developer made
the required changes, the Phase I Construction Plans shall be approved.
(c) If the Developer desires to make any material change in any Construction Plans
after their approval by the City, the Developer shall submit the proposed change to the City
Manager or designee for approval. If the Construction Plans, as modified by the proposed change,
conform to the requirements of this Section 4.2 of this Agreement with respect to such previously
approved Construction Plans, the City Manager shall approve the proposed change and notify the
Developer in writing of its approval.
Section 4.3. Construction of Minimum Improvements.
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(a) If Closing occurs between February 1st and September 1st, the Developer shall
commence construction of the Minimum Improvements within 90 days of the Closing Date,
subject to Unavoidable Delays. If Closing occurs between September 2nd and January 31st, the
Developer shall commence construction of the Minimum Improvements within 180 days of the
Closing Date, subject to Unavoidable Delays.
(b) The Developer shall substantially complete construction of the Minimum
Improvements, except for minor "punch list items", within sixty (60) months after the Closing
Date.
(c) All work with respect to the Minimum Improvements to be constructed or provided
by the Developer on the Property must be in substantial conformance with the Construction Plans
as submitted by the Developer and approved by the City. The Developer agrees for itself, its
successors and assigns, and every successor in interest to the Property, or any part thereof, that the
Developer, and its successors and assigns, shall promptly begin and diligently prosecute to
completion the development of the Property through the construction of the Minimum
Improvements thereon, subject to Unavoidable Delays. Subsequent to conveyance of the Property,
or any part thereof, to the Developer, and until construction of the Minimum Improvements has
been completed, the Developer, or its architect or contractor, shall make construction progress
reports, at such times as may reasonably be requested by the City, but not more than once a month,
as to the actual progress of the Developer with respect to such construction.
(d) In constructing the Minimum Improvements, the Developer shall comply with all
federal, state and local laws and regulations.
Section 4.4. Certificate of Completion.
(a) Promptly after substantial completion of the Minimum Improvements in
accordance with the provisions of this Agreement, the City will furnish Developer with a certificate
of completion substantially in the form shown at Exhibit G (the “Certificate of Completion”).
Upon request of the Developer, the City will also prepare certificates to recognize the completion
of each phase as well as the Project in its entirety. Such certification by the City shall be a
conclusive determination of satisfaction and termination of the agreements and covenants in this
Agreement with respect to the obligations of Developer, and its successors and assigns, to
construct the Minimum Improvements, and shall operate to forever waive the City’s interest in the
Property.
(b) If the City shall refuse or fail to provide any certification in accordance with the
provisions of this Section 4.5, the City shall, upon demand, provide Developer with a written
statement, indicating in adequate detail in what respect Developer has failed to complete the
Minimum Improvements in accordance with the provision of this Agreement, or is otherwise in
default, and what measures or acts will be necessary, in the opinion of the City, for Developer to
take or perform in order to obtain such certification. Upon Developer’s completion of the items
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so described by the City, the City shall deliver a fully executed Certificate of Completion to
Developer.
(c) The construction of the Minimum Improvements shall be deemed to be completed
when the Minimum Improvements are, as reasonably determined by the City, substantially
completed in accordance with the Construction Plans and when a certificate of occupancy is issued.
ARTICLE V.
INSURANCE AND CONDEMNATION
Section 5.1. Required Insurance. The Developer agrees to provide and maintain or cause
its general contractor to provide and maintain at all times during the process of constructing the
Minimum Improvements and, from time to time at the request of the City, and in no event more
than twice per calendar year, furnish the City with proof of payment of premiums on:
(a) Builder’s risk insurance, written on the so-called “Builder’s Risk -- Completed
Value Basis,” in an amount equal to one hundred percent (100%) of the insurable value of the
Minimum Improvements at the date of completion, and with coverage available in nonreporting
form on the so-called “all risk” form of policy;
(b) 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 with limits against bodily injury and property damage
of not less than $1,000,000 for each occurrence (to accomplish the above required limits, an
umbrella excess liability policy may be used); and
(c) Workers’ compensation insurance, with statutory coverage.
The policies of insurance required pursuant to clauses (a) and (b) above shall be in form and
content reasonably satisfactory to the City and shall be placed with financially sound and reputable
insurers licensed to transact business in Minnesota. The policy of insurance delivered pursuant to
clause (a) above shall contain an agreement of the insurer to give not less than thirty (30) days’
advance written notice to the City in the event of cancellation of such policy or change affecting
the coverage thereunder.
Section 5.2. Evidence of Insurance. All insurance required in this Article V shall be taken
out and maintained in responsible insurance companies selected by the Developer which are
authorized under the laws of Minnesota to assume the risks covered thereby. Until the Certificate
of Completion is issued, the Developer agrees to deposit annually with the City copies of policies
evidencing all such insurance, or a certificate or certificates or binders of the respective insurers
stating that such insurance is in force and effect. Unless otherwise provided in this Article V, each
policy shall contain a provision that the insurer shall not cancel nor materially modify it without
giving written notice to the Developer and the City at least thirty (30) days before the cancellation
or modification becomes effective. Not less than fifteen (15) days prior to the expiration of any
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policy, the Developer shall furnish the City evidence satisfactory to the City that the policy has
been renewed or replaced by another policy conforming to the provisions of this Article V, or that
there is no necessity therefor under the terms of this Agreement. In lieu of separate policies, the
Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof,
having the coverage required herein, in which event the Developer shall deposit with the City a
certificate or certificates of the respective insurers as to the amount of coverage in force upon the
Minimum Improvements.
Section 5.3. Condemnation. Following Closing, in the event that title to and possession
of the Property, or any part thereof shall be taken in condemnation or by exercise of the power of
eminent domain by any governmental body or other person (except the City) the Developer shall,
with reasonable promptness notify the city as to the nature and extent of such taking. In the event
of such condemnation, the Parties agree to cooperate in modifying the Minimum Improvements,
as may be applicable.
ARTICLE VI.
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER;
ENCUMBRANCES; AND INDEMNIFICATION
Section 6.1. Representation as to Development. The Developer represents and agrees that its
purchase of the Property, and its other undertakings pursuant to the Agreement, are, and will be
used, for the purpose of redevelopment of the Property and not for speculation in land holding.
The Developer further recognizes that, in view of the importance of the redevelopment of the
Property to the general welfare of the community and the substantial financing and other public
aids that have been made available by the City for the purpose of making such development
possible, the qualifications and identity of the Developer, and its shareholders, are of particular
concern to the community and the City. The Developer further recognizes that it is because of
such qualifications and identity that the City is entering into the Agreement with the Developer,
and, in so doing, is further willing to accept and rely on the obligations of the Developer for the
faithful performance of all undertakings and covenants hereby by it to be performed relating to the
construction of the Minimum Improvements.
Section 6.2. Limitations on Transfer. Until the issuance of a Certificate of Completion
for the Minimum Improvements:
(a) Except for individual residential units within the Plat of the Property, the Developer
will 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 Minimum Improvements, without the
express approval of the City, which such approval shall not be unreasonably withheld, conditioned
or delayed, subject to Section 6.2(b) hereof.
(b) The City 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
or the Minimum Improvements that:
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(1) Any proposed transferee shall not be exempt from the payment of real estate taxes
and shall have the qualifications and financial responsibility, as reasonably
determined by the City, necessary and adequate to fulfil the obligations undertaken
in this Agreement by the Developer;
(2) Any proposed transferee, by instrument in writing reasonably satisfactory to the
City and in form recordable among the land records shall, for itself and its
successors and assigns, and expressly for the benefit of the City have expressly
assumed all of the obligations of the Developer under this Agreement and agree to
be subject to all the conditions and restrictions to which the Developer is subject;
and
(3) The transferee must demonstrate, in a manner reasonably satisfactory to the City,
its ability to perform all assumed obligations in this Agreement.
(c) In the absence of specific written agreement by the City to the contrary, neither the
transfer of the Minimum Improvements prior to the issuance of a Certificate of Completion or the
City’s consent to such a transfer will relieve the Developer or any other party bound in any way
by this Agreement from their obligations under the Agreement.
Section 6.3. Limitation Upon Encumbrance of Property. Prior to the issuance of the
Certificate of Completion, the Developer agrees not to engage in any financing creating any
mortgage or other encumbrance or lien upon the Property or the Minimum Improvements, whether
by express agreement or operation of law, or suffer any encumbrance or lien to be made on or
attached to the Property or the Minimum Improvements, other than the liens or encumbrances
directly and solely related to acquisition of the Property, construction of the Minimum
Improvements and approved by the City, which approval shall not be withheld, conditioned or
delayed unreasonably if the City determines that such lien or encumbrance will not threaten its
security in the Property.
Section 6.4. Release and Indemnification Covenants.
(a) The Developer releases from and covenants and agrees that the City and the
governing body members, officers, agents, servants and employees thereof (collectively, the
“Indemnified Parties”) shall not be liable for and agrees to indemnify and hold harmless the City
and the governing body members, officers, agents, servants and employees thereof 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. The Developer’s obligations under this Section
6.4(a) shall not extend to any matters arising out of, or attributable to, the acts, omissions, or
negligence of the City or Indemnified Parties or any third party not under the Developer’s direct
control.
(b) Except for the negligence or willful misconduct of the Indemnified Parties, the
Developer agrees to protect and defend the Indemnified Parties, now and forever, and further
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agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding
whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement,
or the transactions contemplated hereby or the acquisition, construction, installation, ownership,
and operation of the Minimum Improvements. The Developer shall have no obligation to defend
or indemnify the City or any Indemnified Party against claims resulting from the negligence,
willful misconduct, or breach of this Agreement by the City or any Indemnified Party. Subject to
the liability limits provided in Minn. Stat. ch. 466, the City shall, in turn, indemnify and hold
harmless the Developer and its agents, employees, and contractors from and against any claims,
losses, or liabilities to the extent arising from the negligence or willful misconduct of the City or
the Indemnified Parties.
(c) The Indemnified Parties shall not be liable for any damage or injury to the persons
or property of the company or its officers, agents, servants or employees or any other person who
may be about the Property or Minimum Improvements due to any act of negligence of any person
other than the Indemnified parties. The City and the Indemnified Parties shall be solely responsible
for any damage or injury caused by their own acts, omissions, or negligence.
(d) None of the Indemnified Parties shall be liable to the Developer or to any third party
for any consequential or other damages that may arise out of delays of any kind relating to activities
undertaken pursuant to this Agreement, including but not limited to delays due to environmental
conditions, court challenges or elements outside the control of the City.
(e) Neither Developer or Developer’s Representatives shall be liable to the City or to
any third party for any consequential or other damages that may arise out of delays of any kind
relating to activities undertaken pursuant to this Agreement, including but not limited to delays
due to environmental conditions, court challenges or elements outside the control of the Developer,
provided, the Developer and Developer’s Representatives (as applicable) shall use commercially
reasonable efforts to avoid or minimize delays in the performance of their obligations under this
Agreement.
(f) All covenants, stipulations, promises, agreements and obligations of the City
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the City as a municipal entity only and not of any governing body member, officer,
agent, servant or employee of the City in the individual capacity thereof.
(g) Nothing in this Section is intended to waive, limit, or modify any immunities,
defenses, or liability limitations available to either Party under Minnesota Statues, including
without limitation any municipal liability limitations contained in Minnesota Statutes, particularly
Chapter 466.
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ARTICLE VII.
EVENTS OF DEFAULT
Section 7.1. Events of Default Defined. The following shall be "Events of Default" under
this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement
(unless the context otherwise provides), any one or more of the following events:
(a) Failure by either Party to pay when due any payments required to be paid by such
Party under this Agreement or to pay when due ad valorem taxes on the Property which are
required to be paid by such Party under this Agreement.
(b) Failure by either Party to close on the sale and acquisition of the Property, subject
to Sections 3.4 and 3.5 hereof;
(c) The Developer’s failure to achieve Commencement and Completion of Minimum
Improvements, or portions thereof, pursuant to the terms, conditions and limitations of this
Agreement.
(d) Failure by either Party to observe or perform any other covenant, condition,
obligation or agreement on its part to be observed or performed hereunder, and the continuation of
such failure for a period of thirty (30) days after written notice of such failure from the other Party
(“Cure Rights”).
(e) The Developer does any of the following prior to completion of construction of the
Minimum Improvements: (i) files any petition in bankruptcy or for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief under United
States Bankruptcy Laws or any similar federal or state laws; or (ii) make an assignment for the
benefit of its creditors; or (iii) admit, in writing, its inability to pay its debts generally as they
become due; or (iv) be adjudicated, bankrupt or insolvent.
(f) If any warranty or representation by either Party in this Agreement is untrue in any
material respect.
(g) If Developer is in default under any Mortgage and has not entered into a work-out
agreement with the holder of the Mortgage.
Section 7.2. City’s Remedies on Default. Whenever any Event of Default by Developer
referred to in Section 7.1 of this Agreement occurs, subject to the Cure Rights and Unavoidable
Delays, the City may take any one or more of the following actions:
(a) Suspend its performance under the Agreement until it receives assurances from the
Developer, deemed reasonably adequate by the City, that the Developer will cure its default and
continue its performance under the Agreement.
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(b) Terminate this Agreement and retain the Earnest Money except as otherwise
provided under Section 3.4(i);
(c) Take whatever action, including legal, equitable or administrative action, which
may appear necessary or desirable to the City to collect any payments due or damages arising
under this Agreement or to enforce performance and observance of any obligation, agreement, or
covenant of the Developer under this Agreement. Notwithstanding anything contained in the
foregoing to the contrary, in no event shall the City be entitled to seek or recover consequential,
special, punitive, or speculative damages.
Section 7.3. Developer’s Remedies on Default. Whenever any Event of Default by
City referred to in Section 7.1 of this Agreement occurs, subject to the Cure Rights and
Unavoidable Delays, the Developer may take whatever action at law or in equity may appear
necessary or desirable to the Developer to collect any payments due or damages arising under this
Agreement or to enforce performance and observance of any obligation, agreement, or covenant
of the City under this Agreement. Notwithstanding anything contained in the foregoing to the
contrary, in no event shall the Developer be entitled to seek or recover consequential, special,
punitive, or speculative damages.
Section 7.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the
either Party is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other remedy given under
this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission
to exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver thereof, but any such right and power may be exercised from
time to time and as often as may be deemed expedient.
Section 7.5. Attorneys' Fees. Whenever any Event of Default occurs and either the City
or Developer shall employ attorneys or incur expenses for the collection of payments due or to
become due or for the enforcement of performance or observance of any obligation or agreement
on the part of the defaulting Party under this Agreement, the default Party agrees that it shall,
within ten (10) days of written demand by the non-defaulting Party pay to the non-defaulting Party
the reasonable fees of such attorneys and such other expenses so incurred by the non-defaulting
Party; provided, that the defaulting Party shall only be obligated to make such reimbursement if
the non-defaulting party prevails in such collection or enforcement action.
ARTICLE VIII.
ADDITIONAL PROVISIONS
Section 8.1. Restrictions on Use. The Developer agrees for itself, its successors and
assigns, and every successor in interest to the Property, or any part thereof, that the Developer and
such successors and assigns shall devote the Property to, and only to, and in accordance with, the
uses specified in the Edina City Code.
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Section 8.2. Equal Employment Opportunity. The Developer, for itself and its
successors and assigns, agrees that during the construction of the Minimum Improvements
provided for in this Agreement it will comply with all applicable federal, state and local equal
employment and nondiscrimination laws and regulations.
Section 8.3. Conflicts of Interest. No member of the governing body or other official of
the City shall have any financial interest, direct or indirect, in this Agreement, the Project or any
contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with
respect thereto, nor shall any such member of the governing body or other official participate in
any decision relating to the Agreement which affects his personal interest or the interest of any
corporation, partnership or association in which he is, directly or indirectly, interested. No
member, official or employee of the City shall be personally liable to the Developer or any
successors in interest, in the event of any default or breach by the City or for any amount which
may become due to the Developer or successor or on any obligations under the terms of the
Agreement. None of the Developer’s Representatives shall be personally liable to the City or any
successors in interest, in the event of any default or breach by the Developer or for any amount
which may become due to the City or successor or on any obligations under the terms of the
Agreement.
Section 8.4. Titles of Articles and Sections. Any titles of the several parts, Articles and
Sections of this Agreement are inserted for convenience of reference only and shall be disregarded
in construing or interpreting any of its provisions.
Section 8.5. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under the Agreement by either Party to the
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested or delivered personally; and
(a) In the case of the Developer, is addressed or delivered personally to:
Arcadia Ave Partners, LLC
c/o Hempel Real Estate
800 LaSalle Avenue, Suite 1250
Minneapolis, MN 55402
Attn: William P. Katter
Email: bkatter@hempelcompanies.com
with a copy to:
Summit Real Estate Law, PLC
800 LaSalle Avenue, Suite 1250
Minneapolis, MN 55402
Attn: Nicholas J. Monson, Esq.
Email: nick@summitrelaw.com
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(b) In the case of the City, is addressed or delivered personally to:
City Manager
City of Edina
4801 W. 50th Street
Edina, Minnesota 55424
with a copy to:
Dave Kendall
CAMPBELL KNUTSON
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
(c) Either Party may, upon written notice to the other Party, change the address to
which such notices and demands are made.
(d) Notices shall be deemed effective on the earlier of the date of receipt if delivered
personally, or one business day after the date of deposit in the U.S. Mail, if so dispatched by
registered or certified mail.
Section 8.6. Disclaimer of Relationship. The Parties each acknowledge that nothing
contained in this Agreement nor any act by the City or the Developer shall be deemed or construed
by such Party or any third person to create any relationship of third-party beneficiary, principal
and agent, limited or general partner or joint venture between the City and the Developer.
Section 8.7. Covenants Running with the Land. The terms and provisions of this Agreement
shall be deemed covenants running with the Property and shall be binding upon any successors or
assigns of the Developer and any future owners or encumbrancers of the Property.
Section 8.8. Counterparts. This Agreement is executed in any number of counterparts,
each of which shall constitute one and the same instrument.
Section 8.9. Law Governing. This Agreement will be governed and construed in
accordance with the laws of Minnesota. Any dispute concerning this Agreement or the actions of
the parties hereunder shall be venued in Minnesota district courts with jurisdiction over the
location of the Property.
Section 8.10. No Waiver. Neither the failure of either Party to exercise any power given such
party hereunder or to insist upon strict compliance by the other Party with its obligations hereunder,
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nor any custom or practice of the parties at variance with the terms hereof constitutes a waiver of
either Party’s right to demand exact compliance with the terms hereof.
Section 8.11. Severability. If any one or more of the provisions of this Agreement or the
applicability of any provision to a specific situation is held to be invalid or unenforceable, the
provision will be modified to the minimum extent necessary to make it or its application valid and
enforceable, and the validity and enforceability of all other provisions of this Agreement and all
other applications of the provisions will not be affected by any such invalidity or unenforceability.
Section 8.12. Waiver of Consequential Damages. Each Party hereby waives the right to seek
and to recover any incidental, consequential, exemplary, extraordinary, or punitive damages as a
result of the breach by the other Party of any of the provisions hereof.
Section 8.13. Survival. Except as otherwise expressly set forth herein, all of the terms of this
Agreement will survive and be enforceable after the Closing.
Section 8.14. Entire Agreement; Modifications. This written Agreement constitutes the
complete agreement between the Parties and supersedes any prior oral or written agreements
between the parties regarding the Property. There are no verbal agreements that change this
Agreement and no waiver or modification of any of its terms will be effective unless set forth in a
writing executed by the Parties.
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and behalf, and the Developer has caused this Agreement to be duly executed in its name
and behalf, on or as of the date first above written.
[Remainder of page intentionally left blank.]
[Signature pages to follow.]
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CITY OF EDINA
By: ____________________________________
James B. Hovland
Its Mayor
By: ____________________________________
Scott Neal
Its City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _____ day of
__________________, 2026, by James B. Hovland and Scott Neal, respectively, the Mayor and
City Manager, of the City of Edina, a Minnesota municipal corporation, on behalf of the entity.
______________________________________
Notary Public
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ARCADIA AVE PARTNERS, LLC,
a Minnesota limited liability company
By: ____________________________
Name: William P. Katter
Its: Chief Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this _____ day of
________________, 2026, by William P. Katter, the Chief Manager of Arcadia Ave Partners,
LLC, a Minnesota limited liability company, on its behalf.
______________________________________
Notary Public
DRAFTED BY:
Campbell Knutson
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
Page 256 of 352
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EXHIBIT “A”
LEGAL DESCRIPTION OF CITY PROPERTY
Lots 2, 3, 4, 5, 6, 7, 8, 9 and 10, and the East 90 feet of Lots 11 to 19 inclusive, all in Block 2,
Grandview Heights, Hennepin County, Minnesota according to the recorded plat thereof;
And
That part of Government Lot 8, Section 28, Township 117, Range 21, lying North of the centerline
of Eden Avenue and East of a line drawn parallel to the main track of the Minneapolis, Northfield
and Southern Railway from a point on the North line of said Government Lot 8 distant 582 feet
East from the Northwest corner of said Government Lot 8;
As amended by the final Survey as agreed to by the Parties.
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EXHIBIT “B”
CONCEPT PLAN
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EXHIBIT “C”
PUBLIC ACCESS EASEMENT AGREEMENT
THIS PUBLIC ACCESS EASEMENT AGREEMENT (“Agreement”) is dated ____,
20__, and is made by and between the CITY OF EDINA, a Minnesota municipal corporation
(“City”) and ARCADIA AVE PARTNERS, LLC, a Minnesota limited liability company
(“Owner”).
RECITALS
A. Owner owns certain land located in Hennepin County, Minnesota, legally described
on Exhibit A attached hereto (“Owner Property).
B. The City and Owner entered into that certain Contract for Private Development
Agreement dated _________, 20__ (“Contract”) for acquisition of the Owner Property from the
City and development of the Owner Property.
C. Pursuant to the Contract, Owner is required to grant to the City a permanent, public
easement for ingress, egress and access to and from the public right of way known as Eden Avenue,
as legally described on Exhibit B-1 and depicted on Exhibit B-2 attached hereto (“Easement
Area”).
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree as follows:
ARTICLE I
GRANT OF EASEMENT
Section 1.1 Easement Premises. Owner hereby grants and conveys to the City, for the benefit
of the City and the general public, a non-exclusive, perpetual public easement (the “Easement”)
over, across, upon and through the Easement Area, together with and including all ancillary
amenities, components, and fixtures which may be located thereon and therein now or in the future
(collectively, the “Easement Premises”), for the purposes of vehicular and pedestrian ingress,
egress and access to and from Eden Avenue, all in accordance with and subject to the terms and
conditions of this Agreement.
ARTICLE II
USE OF EASEMENT PREMISES
Section 2.1 Operation and Control of Easement Premises. During the term of this Agreement,
Owner shall operate the Easement Premises in accordance with this Agreement and all applicable
governmental laws, ordinances, regulations and orders, at Owner’s sole cost and expense. Subject
to the terms of this Agreement, owner has full authority and control over the management,
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operation and use of the Easement Premises.
Section 2.2 Waste, Nuisance, Damage, Disfigurement or Injury to Easement Premises. Neither
the City nor Owner 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. Owner, 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 be considered “waste,” “nuisance,” “damage,”
“disfigurement,” or “injury.”
Section 2.3 Owner’s 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) Owner 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.
(b) Owner 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 mutually agreed to by Owner and the City Manager.
(c) Owner reserves the right to access and use the Easement Premises and grant rights
to other parties the right of access and use of the Easement Premises at all times and in any
manner, and grant additional rights therein, so long as such access, use or grant is not
inconsistent with the rights granted to the City and general public hereunder.
ARTICLE III
CONSTRUCTION AND MAINTENANCE OF THE EASEMENT PREMISES
Section 3.1 Construction of Improvements. Owner shall be responsible for construction of the
improvements, including driveway, trail or sidewalk, required by the City as conditions of its
approval of a plat or site plan of the Owner Property (“Improvements”), at Owner’s sole cost and
expense.
Section 3.2 Maintenance. At all times during the term hereof, Owner, at its cost and expense,
shall keep and maintain the Easement Premises and Improvements in good condition and repair in
a first-class manner, which such maintenance shall include, without limitation, the following:
(a) all repairs, replacements, renewals, alterations, additions and betterments thereof,
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structural and on-structural, ordinary and extraordinary, and foreseen and unforeseen, all
as may be necessary to keep the Easement Premises and Improvements in the condition
and require required by this Agreement, and which do not adversely impact the City’s or
the public’s rights to use of the Easement Premises and Improvements as set forth herein;
(b) maintaining all sidewalk, trail and/or driveway surfaces in a smooth and evenly-
covered condition, which maintenance work shall include repairing and resurfacing the
same;
(c) periodic removal of all papers, debris, filth, refuse, ice and snow, provided all of
the foregoing shall be performed at appropriate intervals during such times as shall not
unreasonably interfere with the use of the Easement Premises.
Section 3.3 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. The City may, in its discretion, remove ice
and snow from the Easement Premises.
ARTICLE IV
TAXES AND ASSESSMENTS
Section 4.1 Payment of Taxes and Assessments. Owner 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 the Easement
Premises.
ARTICLE V
INDEMNIFICATION, INSURANCE
Section 5.1 Indemnification of the City. Except to the extent caused by the willful misconduct
or 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
the Owner, including this Agreement, Owner 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, reasonably 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 Owner, or to the extent arising out of the breach of Owner’s obligations hereunder.
Section 5.2 Property Insurance. At all times during the term hereof, Owner, at its sole cost and
expense, shall keep the Easement Premises, and all alterations, extensions, and Improvements
thereto and replacements thereof, insured, in the amount of the full replacement cost thereof and
with such deductibles and Owner deems appropriate, against loss or damage by fire and against
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those casualties covered by extended coverage insurance and against vandalism and malicious
mischief and against other such risks, of a similar or dissimilar nature, as are customarily covered
with respect to improvements similar in construction, general locations, use and occupancy to such
improvements.
Section 5.3 Personal Property. All property of every kind and character which Owner 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 Owner as it may determine.
Section 5.4 Liability Insurance. During the term of this Agreement, Owner 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
improvements similar to those located on the Easement Premises, now or in the future, at
commercially reasonable coverage levels, to be reviewed from time to time by the Owner:
(a) 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, Improvements located therein, or any part thereof, including insuring
the indemnification obligations set forth in Section 5.1 above, which such insurance shall
provide that the City is an additional insured.
Section 5.5 General Insurance Required. All insurance required in this Agreement shall be
placed with financially sound and reputable insurers licensed to transact business in the State of
Minnesota. Owner 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 is effective. The insurance coverage herein required
may be provided by a blanket insurance policy or policies.
Section 5.6 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 time of insurance
coverage with reference to the protection of and/or ownership of and/or occupancy of and/or a
suite relating to the Easement Premises and/or any improvements hereafter located thereof.
ARTICLE VI
CASUALTY
Section 6.1 Destruction. In the event that all or any part of the Easement Premises are destroyed
by fire or other casualty, and subject to a determination by the relevant mortgage lender, Owner
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 the same, to the extent
insurance proceeds combined with any contributions by Owner toward reconstruction are
available.
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ARTICLE VII
DEFAULT AND REMEDIES
Section 7.1 Default by Owner. If Owner fails to perform any of its obligations under this
Agreement, and fails to cure such default after 30 days’ written notice of such default or, if such
default 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.
ARTICE VIII
MISCELLANEOUS
Section 8.1 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 provisions 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.
Section 8.2 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.
Section 8.3 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 Owner: Arcadia Ave Partners, LLC
c/o Hempel Real Estate
800 LaSalle Avenue, Suite 1250
Minneapolis, MN 55402
Attn: William P. Katter
Email: bkatter@hempelcompanies.com
with a copy to: Summit Real Estate Law, PLC
800 LaSalle Avenue, Suite 1250
Minneapolis, MN 55402
Attn: Nicholas J. Monson, Esq.
Email: nick@summitrelaw.com
In the case of the City: City of Edina
4801 West 50th Street
Edina, MN 55424
Attn: City Manager
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with a copy to: Campbell Knutson, P.A.
Attn: Dave Kendall
Grand Oak Office Center I
860 Blue Gentian Road
Suite 290
Eagan, MN 55121
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.
Section 8.4. Covenant Running With Land. This Agreement shall be a covenant running
with the land and shall be binding upon the owners from time to time of the Owner
Property.
Section 8.5 Severability. The invalidity of any portion of this Agreement shall not impair in
any manner the validity, enforceability or effect of the rest of this Agreement.
Section 8.6 Counterparts. This Agreement may be executed in two or more counterparts each
of which shall be deemed to be an original, but all of which together shall constitute one and the
same instrument.
Section 8.7 Governing Law. This Agreement shall be construed in accordance with the laws
of the State of Minnesota.
IN WITNESS WHEREOF, the Owners have hereunto set their hands as of the
day and year first above written.
[Remainder of page intentionally left blank]
[Signature pages to follow]
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OWNER:
ARCADIA AVE PARTNERS, LLC,
a Minnesota limited liability company
By: ____________________________
Name: William P. Katter
Its: Chief Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this _____ day of ___________,
20__, by William P. Katter, the Chief Manager of Arcadia Ave Partners, LLC, a Minnesota limited
liability company, on its behalf.
______________________________________
Notary Public
Page 265 of 352
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CITY OF EDINA
By: ____________________________________
James B. Hovland
Its Mayor
By: ____________________________________
Scott Neal
Its City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _____ day of ___________,
20__, by James B. Hovland and Scott Neal, respectively, the Mayor and City Manager, of the City
of Edina, a Minnesota municipal corporation, on behalf of the entity.
______________________________________
Notary Public
DRAFTED BY:
Campbell Knutson P.A.
860 Blue Gentian Road, Suite 290
Eagan, MN 55121
(651) 452-5000
Page 266 of 352
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EXHIBIT “A”
TO
PUBLIC ACCESS EASEMENT
Legal Description of Access Easement:
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EXHIBIT “B”
TO
PUBLIC ACCESS EASEMENT
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EXHIBIT “D”
PLAZA EASEMENT AGREEMENT
THIS PLAZA EASEMENT AGREEMENT (this "Agreement") is made and entered into
this _____, day of _________________ 20_____ ("Effective Date"), by and between the CITY
OF EDINA, a Minnesota municipal corporation (the "City"), and ARCADIA AVE PARTNERS,
LLC, a Minnesota limited liability company ("Owner").
RECITALS:
A. The City and Owner, as "Developer", are parties to that certain Contract for Private
Development dated March 17, 2026 (as amended, the "Contract").
B. The Contract provides for the development by Owner of certain real property legally
described on the attached Exhibit A (referred to herein and in the Contract as the "Property").
C. The Contract provides Owner’s development of the Property with certain "Minimum
Improvements" consisting generally of a combination of for-sale condominium and townhouse
units and a commercial building.
D. The Minimum Improvements also will include a ground-level, outdoor plaza and amenity
area (referred to herein as the "Plaza"), which such Plaza is located on that portion of the Property
legally described on the attached Exhibit B-1 and depicted on the attached Exhibit B-2 (the "Plaza
Property").
E. The City and Owner have agreed in the Contract that Owner shall grant an easement to the
City pursuant to which the Plaza will be permanently open and accessible to the general public for
its use and enjoyment pursuant to the terms and conditions of this Agreement.
F. Owner has agreed to own, operate, manage, and maintain the Plaza pursuant and subject to
the terms and conditions of the Contract and this Agreement.
G. The City and Owner deem it to be in their interests and in furtherance of the development
plan for the Property reflected in the Contract to enter into this Agreement.
H. All capitalized terms used herein without definition shall have the respective meanings
ascribed to them in the Contract.
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:
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ARTICLE I.
GRANT OF EASEMENTS
Section 1.1. Easement Premises. Owner hereby grants and conveys 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, together with and including all (i) surface improvements now or hereafter located
thereon, including, without limitation, all paving, sidewalks, and pathways, and (ii) all amenities,
components, and fixtures now or hereafter located thereon, including, without limitation, all
benches, tables, chairs, and trash receptacles, all to the extent required by the Final Development
Plan, Development Contract, and the Contract (collectively, the "Plaza Premises") for the purpose
of the general public utilizing the Plaza Premises and its components as a public plaza, in
accordance with and subject to the terms and conditions of this Agreement, and
(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 Plaza Premises located on
the Property and adjoining or contiguous to the Plaza Premises, including all roads, driveways,
parking lots, exterior concourses, passageways, sidewalks and stairways providing such means of
access, (collectively, the "Access Premises", and together with the Plaza Premises, collectively the
"Easement Premises"), all in accordance with and subject to the terms and conditions of this
Agreement.
ARTICLE II.
TERM
Section 2.1. 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, subject to reconciliation of
expenses and obligations incurred through the date of release or termination and the continuation
of those provisions that specifically survive termination of this Agreement, and the Plaza and any
other areas of the Easement Premises shall thereafter belong to and be under the sole control of
Owner, its successors and assigns.
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ARTICLE III.
USE OF EASEMENT PREMISES
Section 3.1. Operation and Control of Easement Premises. During the term of this Agreement,
Owner shall operate the Easement Premises in accordance with this Agreement and all applicable
governmental laws, ordinances, regulations and orders, at Owner's sole cost and expense.
Subject to the terms of this Agreement, Owner has full authority and control over the management,
operation, and use of the Easement Premises. Owner 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 Owner in its use and
operation of the Easement Premises, provided, however, all use of the Plaza by the general public
shall be free of charge and Owner shall not charge any fee for the use of the Plaza pursuant to this
Agreement.
Section 3.2. 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 Plaza Premises for periodic community special events (e.g., fundraising
walks/runs, art fairs, holiday events, community celebrations, etc.), provided that Owner 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 Owner for the use
of the Plaza Premises 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.
Section 3.3. Waste, Nuisance, Damage, Disfigurement or Injury to Easement Premises. Neither
the City nor Owner 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. Owner, 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."
Section 3.4. Owner's 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:
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(a) Owner 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 Owner's counsel, to
prevent the acquisition of prescriptive rights by anyone; provided, however, that prior to closing-
off any portion of the Easement Premises, Owner shall give as much written notice as reasonably
practicable of its intention to do so.
(b) Owner reserves the right at any time and from time to time to exclude and restrain
any private party from access to the Plaza for cause and on a non-discriminatory basis.
(c) Owner 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.
(d) Owner 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 mutually
agreed to by Owner and the City Manager. By way of example and not limitation, Owner 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.
(e) Owner may impose reasonable time, place, and manner restrictions on the use of
and activity within the Plaza, provided such restrictions are content neutral and imposed to the
extent necessary to ensure the safe operation of the Plaza and the Minimum Improvements as a
whole (e.g., promoting the safety of the residents of the residential element of the Minimum
Improvements).
ARTICLE IV.
MAINTENANCE OF THE EASEMENT PREMISES
Section 4.1. Maintenance. At all times during the term hereof, Owner, at its cost and expense, shall
keep and maintain the Easement Premises and the other 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 Minimum Improvements in the
condition and repair required by this Agreement, and which are consistent with the requirements
of the Final Development Plan, Development Contract and the Contract, and are not inconsistent
with the City's or the public's rights to use of the Easement Premises as set forth in this Agreement;
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(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) 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;
(d) maintaining and replacing all landscaping and other vegetation;
(e) placing, keeping in repair, replacing and repainting any appropriate directional
signs or markers within or associated with the Easement Premises;
(f) 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
(g) 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.
Section 4.2. 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.
ARTICLE V.
UTILITIES
Section 5.1. Utility Charges. During the term of this Agreement, Owner 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.
ARTICLE VI.
TAXES AND ASSESSMENTS
Section 6.1. Payment of Taxes and Assessments. Owner 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 the Easement
Premises and the other Minimum Improvements. Nothing contained in this Agreement shall
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require Owner to pay any franchise, estate, inheritance, excise, succession, capital levy, or transfer
tax of the City or any income, excess profits or revenue tax payable by the City under this
Agreement. Subject to the terms of the Contract, Owner shall have the right and option, at any
time but solely at Owner's expense, to pay any real estate taxes or assessments in 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 VII.
INDEMNIFICATION, INSURANCE
Section 7.1 Indemnification of the City. Except to the extent caused by the willful misconduct
or 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
Owner, including this Agreement, Owner 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 Owner, or to the extent arising out of the breach of Owner's obligations hereunder.
Section 7.2. Property Insurance. At all times during the term hereof, Owner, at its sole cost and
expense, shall keep the Easement Premises and the other 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 Owner 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.
Section 7.3. Personal Property. All property of every kind and character which Owner 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 Owner.
Section 7.4. Liability Insurance. During the terms of this Agreement, Owner 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 Owner: 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,
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including insuring the indemnification obligations set forth in Section 7.1 above. Such insurance
shall provide that the City is an additional insured.
Section 7.5. 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. Owner shall promptly, following the City's request therefor, fumish 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.
Section 7.6. 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 VIII.
ASSIGNMENT
Section 8.1. 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 Owner.
ARTICLE IX.
CASUALTY
Section 9.1. Destruction. In the event that all or any part of the Easement Premises and/or
other portions of the Minimum Improvements are destroyed by fire or other casualty, and subject
to a determination by the relevant mortgage lender, Owner shall promptly rebuild or reconstruct
the same to the extent insurance proceeds are available or, in the event insurance proceeds are not
sufficient to reconstruct the same, to the extent insurance proceeds combined with any contributions
by Owner toward reconstruction are available.
ARTICLE X.
EMINENT DOMAIN
Section 10.1. 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.
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ARTICLE XI.
DEFAULT AND REMEDIES
Section 11.1. Default By Owner. If Owner fails to perform any of its obligations under this
Agreement, and fails to cure such default after 30 days' written notice of such default or, if such
default 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.
ARTICLE XII.
MISCELLANEOUS
Section 12.1. 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.
Section 12.2. 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.
Owner and the City agree to join in and consent to amendments to this Agreement, to the extent
such amendments are reasonably required by Owner's relevant mortgage lender encumbering the
Easement Premises, provided; however, that Owner and the City shall not be required to enter into
any amendment which does not adequately protect the legitimate interest and security of the City
with respect to the development of the Property as contemplated in the Contract.
Section 12.3. Joinder; Permitted Encumbrance. Except for the mortgagee consent attached hereto,
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. This Agreement shall constitute a permitted encumbrance under any loan
agreement heretofore or hereafter entered into between Owner and any construction lender or
permanent lender.
Section 12.4. 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, except as explicitly set
forth in this Agreement.
Section 12.5. 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)
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delivered personally, as follows:
In the case of Owner: Arcadia Ave Partners, LLC
c/o Hempel Real Estate
800 LaSalle Avenue, Suite 1250
Minneapolis, MN 55402
Attn: William P. Katter
Email: bkatter@hempelcompanies.com
with a copy to: Summit Real Estate Law, PLC
800 LaSalle Avenue, Suite 1250
Minneapolis, MN 55402
Attn: Nicholas J. Monson, Esq.
Email: nick@summitrelaw.com
In the case of the City: City of Edina
4801 West 50th Street
Edina, MN 55424
Attn: City Manager
with a copy to: Campbell Knutson, P.A.
Attn: Dave Kendall
Grand Oak Office Center I
860 Blue Gentian Road
Suite 290
Eagan, MN 55121
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.
Section 12.6. No Third Party Beneficiary. This Agreement is not intended to give or confer
any benefits, rights, privileges, claims, action or remedies to any person or entity.
Section 12.7. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall constitute one and the same instrument.
Section 12.8. Law Governing. This Agreement will be governed and construed m accordance with
the laws of the State of Minnesota.
Section 12.9. Consents and Approvals. In all cases where consents or approvals are required
hereunder, such consents or approvals shall not be unreasonably conditioned, delayed or withheld.
All consents or approvals shall be in writing in order to be effective.
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Section 12.10. 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.
Section 12.11. 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, Owner and the City and their respective successors and
assigns.
Section 12.12. Subdivision. The parties acknowledge that the Property may be subdivided by a
Registered Land Survey. Following such subdivision, the fee owner of any portion of the Property
may prepare an amendment to this Agreement to (i) confirm those parcels of the Property which
are burdened or benefitted by the terms and condition of this Agreement, and (ii) release all other
parcels of the Property from the terms and conditions of this Agreement. Such owner shall deliver
the amendment to the all other fee owners of the Property and to the City for execution, and all
other fee owners of the Property and the City shall promptly execute and acknowledge the
amendment and return it to the fee owner that prepared the amendment for recording against title
to the Property.
[Remainder of page intentionally left blank; signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CITY OF EDINA
By: ____________________________________
__________________
Its Mayor
By: ____________________________________
__________________
Its City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _____ day of
________________, 20____, by __________________ and __________________, respectively,
the Mayor and City Manager, of the City of Edina, a Minnesota municipal corporation, on behalf
of the entity.
______________________________________
Notary Public
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OWNER:
ARCADIA AVE PARTNERS, LLC,
a Minnesota limited liability company
By: ____________________________
Name: William P. Katter
Its: Chief Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _____ day of
________________, 20____, by William P. Katter, the Chief Manager of ARCADIA AVE
PARTNERS, LLC, a Minnesota limited liability company, on behalf of the entity.
______________________________________
Notary Public
THIS DOCUMENT WAS DRAFTED BY:
Campbell Knutson
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
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EXHIBIT A
TO
PLAZA EASEMENT
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EXHIBIT B-1
TO
PLAZA EASEMENT
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EXHIBIT B-2
TO
PLAZA EASEMENT
Depiction of the Plaza Property [See attached]
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EXHIBIT “E”
SIDEWALK EASEMENT AGREEMENT
THIS SIDEWALK EASEMENT AGREEMENT (this "Agreement") is made and
entered into this _____ day of _________________ 20_____ ("Effective Date"), by and between
ARCADIA AVE PARTNERS, LLC, a Minnesota limited liability company ("Owner"), and the
CITY OF EDINA, MINNESOTA, a Minnesota municipal corporation (the "City").
RECITALS:
A. Owner is the owner of the real property legally described on Exhibit A attached hereto
and incorporated herein (the "Property").
B. The Property is subject to that certain Contract for Private Development by and among
Owner and the City, dated March 17, 2026 (the "Contract").
C. Pursuant to the Contract, Owner has agreed to grant the City an easement over, upon and
across the surface of that portion of the Property legally described on the attached Exhibit B-1 and
depicted on the attached Exhibit B-2 (the "Sidewalk Property") for sidewalk and public access
purposes, on the terms and conditions provided in 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:
1. Easement Premises. Owner hereby grants and conveys to the City, for the benefit of the
City and the general public a non-exclusive, perpetual public easement over, across, upon and
through the Sidewalk Property, together with and including all (a) surface improvements now or
hereafter located thereon, including, without limitation, all paving, sidewalks, pathways, retaining
walls, and other hardscapes and (b) all amenities, components, and fixtures now or hereafter
located thereon, including, without limitation, all transit stops, benches, trash receptacles, and
landscaping, (collectively, the "Easement Premises"), for the purpose of the general public
utilizing the Easement Premises and its components for their respective intended purposes,
including for the passage and access of pedestrians, in accordance with and subject to the terms
and conditions of this Agreement.
2. 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, subject to reconciliation of
expenses and obligations incurred through the date of release or termination and the continuation
of those provisions that specifically survive termination of this Agreement, and the Easement
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Premises shall thereafter belong to and be under the sole control of Owner.
3. Operation and Control of Easement Premises. During the term of this Agreement, Owner
shall operate the Easement Premises for sidewalk and public access purposes and other related or
incidental purposes consistent with Section 1 above and in accordance with this Agreement and
all applicable governmental laws, ordinances, regulations and orders, at Owner's sole cost and
expense.
4. Maintenance. At all times during the term hereof, Owner, at its cost and expense, shall keep
and maintain the Easement Premises in good condition and repair, which such maintenance shall
include, without limitation, the following:
(a) all repairs, replacements, renewals, alterations, additions and betterments thereto,
as may be necessary to keep the Easement Premises in the condition and repair required by this
Agreement, and which do not impair the City's or the public's rights to use of the Easement
Premises as set forth in this Agreement;
(b) the 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) 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;
(d) maintaining and replacing all landscaping and other vegetation;
(e) placing, keeping in repair, replacing and repainting any appropriate directional
signs or markers within or associated with the Easement Premises; and
(f) operating, keeping in repair, cleaning and replacing, when necessary, such
Easement Premises lighting facilities as may be reasonably required to reasonably illuminate the
Easement Premises, including, without limitation, all lighting within the Easement Premises.
5. 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.
6. Payment of Taxes and Assessments. Owner 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 the Easement Premises.
Nothing contained in this Agreement shall require Owner to pay any franchise, estate, inheritance,
excise, succession, capital levy, or transfer tax of the City or any income, excess profits or revenue
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tax payable by the City under this Agreement. Subject to the terms of the Contract so long as the
same remains in effect, Owner shall have the right and option, at any time but solely at Owner's
expense, to pay any real estate taxes or assessments in 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.
7. Indemnification and Insurance.
(a) Indemnification of the City. Except to the extent caused by the willful misconduct
or 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
Owner, including this Agreement, Owner hereby covenants and agrees to assume and to 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 Owner, or
to the extent arising out of the breach of Owner's obligations hereunder.
(b) Property Insurance. At all times during the term hereof, Owner, at its sole cost and
expense, shall keep the Easement Premises 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 Owner 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 construction, general location, use, and occupancy to such
improvements.
(c) Liability Insurance. During the term of this Agreement, Owner 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 Owner: 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 7.1 above. Such insurance shall provide that
the City is an additional insured.
(d) 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. Upon written request of the City, Owner shall furnish the City with a certificate or
certificates of the respective insurers stating that such insurance is in force and effect. The
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insurance coverage herein required may be provided by a blanket insurance policy or policies.
8. Casualty and Condemnation. In the event that all or any part of the Easement Premises are
destroyed by fire or other casualty, and subject to a determination by the relevant mortgage lender,
Owner 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 Owner toward
reconstruction are available. 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.
9. Default By Owner. If Owner fails to perform any of its 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, including curing such failure on behalf of Owner and Owner shall pay to the City
all costs in incurred by the City on account thereof within 30 days after demand thereof by the
City. If Owner fails to make payment within such 30-day period, the City may assess such costs
incurred to all or any portion of the Property as a service charge pursuant to Minnesota Statutes,
Section 429.101, or any successor statute.
10. Miscellaneous.
(a) 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.
(b) 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 pa1iy unless in writing and signed by both parties.
(c) Joinder; Permitted Encumbrance. Except for the mortgagee consent attached
hereto, 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.
(d) 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.
(e) Notices. Except as otherwise expressly provided in this Agreement, a notice,
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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 ce1iified 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 Owner: Arcadia Ave Partners, LLC
c/o Hempel Real Estate
800 LaSalle Avenue, Suite 1250
Minneapolis, MN 55402
Attn: William P. Katter
Email: bkatter@hempelcompanies.com
with a copy to: Summit Real Estate Law, PLC
800 LaSalle Avenue, Suite 1250
Minneapolis, MN 55402
Attn: Nicholas J. Monson, Esq.
Email: nick@summitrelaw.com
In the case of the City: City of Edina
4801 West 50th Street
Edina, MN 55424
Attn: City Manager
with a copy to: Campbell Knutson, P.A.
Attn: Dave Kendall
Grand Oak Office Center I
860 Blue Gentian Road
Suite 290
Eagan, MN 55121
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.
(f) No Third Party Beneficiary. This Agreement is not intended to give or confer any
benefits, rights, privileges, claims, action or remedies to any person or entity.
(g) Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall constitute one and the same instrument.
(h) Law Governing. This Agreement will be governed and construed in accordance
with the laws of the State of Minnesota.
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(i) Consents and Approvals. In all cases where consents or approvals are required
hereunder, such consents or approvals shall not be unreasonably conditioned, delayed or withheld.
All consents or approvals shall be in writing in order to be effective.
(j) 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.
11. 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, Owner and the City and their respective successors and
assigns.
12. Subdivision. The parties acknowledge that the Property may be subdivided by a
Registered Land Survey. Following such subdivision, the fee owner of any portion of the
Property may prepare an amendment to this Agreement to (i) confirm those parcels of the
Property which are burdened or benefitted by the terms and condition of this Agreement, and
(ii) release all other parcels of the Property from the terms and conditions of this Agreement.
Such owner shall deliver the amendment to the all other fee owners of the Property and the
City for execution, and all other fee owners of the Property and the City shall promptly execute
and acknowledge the amendment and return it to the fee owner that prepared the amendment
for recording against title to the Property.
[Remainder of page intentionally left blank]
[Signatures pages to follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
OWNER:
ARCADIA AVE PARTNERS, LLC,
a Minnesota limited liability company
By: ____________________________
Name: William P. Katter
Its: Chief Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF ___________ )
The foregoing instrument was acknowledged before me this _____ day of _______________,
20____, by William P. Katter, the Chief Manager of Arcadia Ave Partners, LLC, a Minnesota
limited liability company, on its behalf.
______________________________________
Notary Public
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CITY OF EDINA
By: ____________________________________
_____________________
Its Mayor
By: ____________________________________
______________________
Its City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _____ day of
_______________, 20____, by ___________________ and ________________, respectively, the
Mayor and City Manager, of the City of Edina, a Minnesota municipal corporation, on behalf of
the entity.
______________________________________
Notary Public
THIS DOCUMENT WAS DRAFTED BY:
Campbell Knutson
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
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EXHIBIT A
Legal Description of Property
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EXHIBIT B-1
Legal Description of the Sidewalk Property
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EXHIBIT B-2
Depiction of the Sidewalk Property [See attached.]
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EXHIBIT “F”
PURCHASE AGREEMENT
1. PARTIES. This Purchase Agreement is made on __________ day of ________________,
20_______ (“Agreement”), by and between the CITY OF EDINA, a Minnesota municipal
corporation, located at 4801 West 50th Street, Edina, Minnesota 55424 (“Purchaser”), and the
ARCADIA AVE PARTNERS, LLC, a Minnesota limited liability company (“Seller”).
2. OFFER/ACCEPTANCE. Purchaser offers to purchase and Seller agrees to sell real
property located in the City of Edina, County of Hennepin, State of Minnesota, legally described
in Exhibit A attached hereto (referred to herein as the “Property”).
3. PRICE AND TERMS. The price for the real property included in this sale is
__________________ ($___________) based on the following property to be purchased:
___ $50,000.00 per townhome unit, plus 2% per year from ___________ (calculated on a
monthly basis) for ____ townhome units;
___ $47,500.00 per condominium unit, plus 2% per year from __________ (calculated on
a monthly basis) for _____ condominium units;
___ $1,000,000.00 for the commercial lot, plus 2% per year from ___________
(calculated on a monthly basis
which shall be payable by Purchaser to Seller in cash or certified funds in full on the Date of
Closing.
4. DEED/MARKETABLE TITLE. Upon performance by Purchaser, Seller shall execute
and deliver a Warranty Deed conveying marketable title of record, subject to:
A. Covenants, conditions, restrictions, declarations and easements of record, if any;
B. Reservations of minerals or mineral rights by the State of Minnesota, if any;
C. Building and zoning laws, ordinances, state and federal regulations; and
D. Any other matters consented to by Purchaser in writing or not timely objected to by
Purchaser.
(hereinafter “Permitted Exceptions”).
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5. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS.
A. Prior Years’ Deferred or Delinquent Real Estate Taxes. Any deferred or delinquent
real estate taxes payable in years prior to the year of Closing, including any Green Acres deferment,
together with penalty, interest and costs, shall be paid by Seller not later than the Date of Closing.
B. Deferred or Delinquent Special Assessments. Any deferred or delinquent
installments of special assessments certified for collection with real estate taxes payable in years
prior to the year of Closing, together with penalty, interest and costs, shall be paid by Seller not
later than the Date of Closing.
C. Real Estate Taxes and Special Assessments Payable in the Year of Closing. Real
estate taxes payable in the year of Closing shall be prorated between Seller and Purchaser on a
calendar year basis to the Date of Closing. On or before the Date of Closing, Seller shall pay in
full all levied, pending, and certified special assessments associated with the Property as of the
date of this Agreement. Seller shall pay penalty, interest, and costs on any delinquent installment
of taxes and special assessments payable in the year of Closing.
6. SELLERS’ BOUNDARY LINE, ACCESS, RESTRICTIONS AND LIENS. Seller
represents that to the best of Seller’s knowledge the buildings on adjoining real property, if any,
are entirely outside of the boundary lines of the Property. Seller represents that there has been no
labor or material furnished to the Property for which payment has not been made. Seller warrant
that there are no present violations of any restrictions relating to the use or improvement of the
Property.
7. ACCESS PRIOR TO CLOSING. Upon reasonable notice to Seller, Purchaser and
Purchaser’s authorized agents shall have the right during the period from the date of this
Agreement to the Date of Closing to enter in and upon the Property in order to make, at Purchaser’s
expense, surveys, measurements, soil tests and other tests that Purchaser shall deem necessary.
Purchaser agrees to restore any resulting damage to the Property and to indemnify, hold harmless
and defend Seller from any and all claims by third persons of any nature whatsoever arising from
Purchaser’s right of entry hereunder, including all actions, proceedings, demands, assessments,
costs, expenses and attorneys' fees. Purchaser shall not perform any invasive testing of the
Property without Seller’s prior written consent. Seller’s consent may be conditioned upon any
restrictions that Seller deems necessary. Notwithstanding the foregoing, Purchaser’s liability shall
be limited pursuant to the liability limits under Minn. Stat. ch. 466.
8. POSSESSION. Seller shall deliver possession of the Property not later than the actual
Date of Closing.
9. TITLE INSURANCE BY SELLERS. Purchaser shall obtain a title insurance
commitment for an ALTA Owner’s Form title insurance policy (the “Commitment”) issued by a
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title company, certified to date to include proper searches covering bankruptcies, state and
federal judgments and liens, by which said company commits to issue its policy of title insurance
that insures that at closing Purchaser shall have good, marketable and insurable title of record to
the Property. Purchaser shall be allowed twenty (20) business days after receipt of the title
commitment for examination of title and making any objections, which shall be made in writing
or deemed waived.
10. TITLE CORRECTIONS AND REMEDIES. Seller shall have twenty (20) business
days from receipt Purchaser’s written title objections to notify Purchaser of Seller’s intention to
make title marketable within twenty (20) days from Seller’s receipt of such written objections.
Liens or encumbrances for liquidated amounts which can be released by payment or escrow from
proceeds of Closing shall not delay the Closing. Cure of the defects by Seller shall be reasonable,
diligent, and prompt. If notice is given, payments hereunder required shall be postponed pending
correction of title, but upon correction of title within ten (10) days after written notice to Purchaser,
the parties shall perform the Agreement according to its terms. If no such notice is given, or if
notice is given but title is not corrected within the time provided for, this Agreement shall be null
and void, at the option of Purchaser, and in such case, neither party shall be liable for damages
hereunder to the other.
11. NOTICES. Any notices required or permitted to be given hereunder shall be in writing
and shall be effective: (i) when delivered personally, (ii) when received by overnight courier
service (provided that a copy of such notice is deposited in the United States mail within one (1)
business day of the email transmission), or (iii) three (3) days after being deposited in the United
States Mail (sent certified or registered, return receipt requested), in each case addressed as follows
(or to such other address as the parties hereto may designate in the manner set forth herein):
If to Purchaser: City of Edina
4801 W. 50th St.
Edina, MN 55424
Attn: City Manager
with a copy to: Campbell Knutson, P.A.
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, MN 55121
Attn: Edina City Attorney
In the case of Owner: Arcadia Ave Partners, LLC
c/o Hempel Real Estate
800 LaSalle Avenue, Suite 1250
Minneapolis, MN 55402
Attn: William P. Katter
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Email: bkatter@hempelcompanies.com
with a copy to: Summit Real Estate Law, PLC
800 LaSalle Avenue, Suite 1250
Minneapolis, MN 55402
Attn: Nicholas J. Monson, Esq.
Email: nick@summitrelaw.com
12. MINNESOTA LAW. This contract shall be governed by the laws of the State of
Minnesota.
13. WELL DISCLOSURE. [Check one of the following: ]
X Seller certify that Seller does not know of any wells on the Property.
Wells on the Property are disclosed by Seller on the attached Well Disclosure form.
14. DISCLOSURE OF INDIVIDUAL ON-SITE SEWAGE TREATMENT SYSTEM.
[Check one of the following: ]
X Seller certifies that Seller does not know of any individual on-site sewage treatment
systems on the Property.
Individual on-site sewage treatment systems on the Property are disclosed by Seller on
the attached Disclosure form.
15. SELLER’S COVENANTS AND REPRESENTATIONS. Seller as part of the
consideration therefore, represents and covenants with Purchaser and its successors and assigns
that:
A. Seller has or as of the Date of Closing will have marketable and insurable title to
the Property of record, free and clear of all liens, encumbrances, leases, claims and
charges, all material easements, rights-of-way, covenants, conditions and
restrictions, and any other matters affecting the title, except for the Permitted
Exceptions. Seller has the present full authority and power to execute this
Agreement and, on or prior to the Date of Closing, Seller shall have the full
authority and power to close the sale of the Property.
B. To Seller’s actual knowledge, the conveyance of the Property pursuant hereto will
not violate any applicable statute, ordinance, governmental restriction or regulation,
or any private restriction or agreement.
C. As of the Date of Closing there will be no outstanding or unpaid claims, actions, or
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causes of action related to any transaction or obligation entered into or incurred by
Seller with respect to the Property prior to the date hereof.
D. Seller is not foreign persons as defined in § 1445(f)(3) of the Internal Revenue Code
or regulations issued thereunder.
E. To Seller’s actual knowledge, there is no action, litigation, investigation, or other
proceedings of any kind pending or threatened against Seller with respect to the
Property.
F. To Seller’s actual knowledge: (i) no toxic materials, hazardous wastes or hazardous
substances, as such terms are defined in the Resource Conservation and Recovery
Act of 1996, as amended (42 U.S.C. § 6901, et seq.) or in the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended (42
U.S.C. § 9601, et seq.), including, without limitation, any asbestos or asbestos-
related products or materials and any oils, petroleum-derived compounds, or
pesticides ("Hazardous Materials") have been generated, treated, stored,
released, or disposed of or otherwise placed, deposited in, or located on the
Property; and (ii) the Property is free of Hazardous Materials and is not subject to
any “superfund” type liens or claims by governmental regulatory agencies or third
parties arising from the release or threatened release of hazardous substances in,
on, or about the Property. Seller shall indemnify and hold Purchaser harmless from
any and all claims, causes of action, damages, losses, or costs (including reasonable
lawyer’s fees) relating to breach of the foregoing representations and warranties by
Seller or to hazardous substances or petroleum products in the subsoil or ground
water of the Property which arise from or are caused by acts or occurrences upon
the Property prior to Purchaser taking possession. These warranties and
indemnifications shall survive the delivery of the Warranty Deed.
The covenants, representations, and warranties contained in this Section shall be deemed to benefit
Purchaser and its successors and assigns and shall survive any termination or expiration of this
Agreement or the delivery of the Limited Warranty Deed. All of Seller’s covenants,
representations, and warranties in this Agreement shall be materially true as of the date hereof and
of the Closing Date and shall be a condition precedent to the performance of Purchaser’s
obligations hereunder. If Purchaser discovers that any such covenant, representation, or warranty
is not true, Purchaser may elect prior to Closing, in addition to any of its other rights and remedies,
to cancel this Agreement, or Purchaser may postpone the Closing Date up to ninety (90) days to
allow time for correction. If Purchaser elects to proceed with the Closing following such
discovery, Purchaser shall be deemed to have waived its rights to assert a claim against Seller
arising from the inaccuracy or untruthfulness of any such covenant, representation, or warranty.
Seller indemnifies Purchaser from any breaches of the covenants, warranties, and representations
set forth in this Section.
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16. CONDITIONS TO PURCHASER’S OBLIGATIONS. The obligations of Purchaser
under this Agreement are conditioned upon satisfaction or waiver by Purchaser of each of the
following by the Closing Date (“Purchaser’s Contingencies):
(a) Access, Investigations or Testing. Purchaser determining, in its sole discretion, on or
before the Closing Date, that it is satisfied, in its sole discretion, with Purchaser’s
inspection of the Property and the results of matters disclosed by any
environmental/engineering investigation or testing of the Property performed by
Purchaser or Purchaser’s agent.
(b) Title. Title shall have been found acceptable by Buyer in its sole discretion, or been
made acceptable, in accordance with the requirements and terms of Paragraph 10 of
this Agreement.
(c) Representations and Warranties. The representations of Seller contained in this
Agreement will be true now and on the Closing Date as if made on the Closing Date.
If the Purchaser’s Contingencies have not been satisfied on or before the Closing Date, then the
Purchaser may, at the Purchaser’s option, terminate this Agreement by giving notice to the Seller
on or before the Closing Date. The contingencies set forth in this section are for the sole and
exclusive benefit of the Purchaser, and the Purchaser shall have the right to waive the contingencies
by giving notice to the Seller.
17. CLOSING. The closing (the “Closing”) shall take place at the offices of a title company
designated by Purchaser (the “Title Company”). The Closing shall occur within ninety (90) days
after the execution of this Agreement by all parties (“Closing Date”), or at such other time as
agreed upon by the parties. Unless otherwise agreed by the parties in writing, in the event that any
of the contingencies provided for in this Agreement are not satisfied prior to the Date of Closing,
this Agreement shall be null and void and of no further force and effect. At closing, Sellers and
Purchaser shall disclose their Social Security Numbers or Federal Tax Identification Number for
the purposes of completing state and federal tax forms.
18. CLOSING DOCUMENTS.
A. At the Closing, Sellers shall execute and/or deliver to Purchaser the following
(collectively the "Closing Documents"):
(1) Limited Warranty Deed. A Limited Warranty Deed in recordable form
and reasonably satisfactory to Purchaser, which shall include the following
well representations: “Seller certifies that the Seller does not know of any
wells on the described Property.”
(2) Seller’s Affidavit. A standard form affidavit by Sellers indicating that on
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the date of Closing there are no outstanding, unsatisfied judgments, tax liens
or bankruptcies against or involving Sellers or the Property; that there has
been no skill, labor or material furnished to the Property for which payment
has not been made or for which mechanic's liens could be filed; and that
there are no other unrecorded interests in the Property.
(3) Non-Foreign Person Certification. A certification in form and content
satisfactory to the parties hereto and their counsel, properly executed by
Sellers, containing such information as shall be required by the Internal
Revenue Code, and the regulations issued thereunder, in order to establish
that Sellers are not a “foreign person” as defined in §1445(f)(3) of such
Code and such regulations.
(4) Storage Tanks. If required, an affidavit with respect to storage tanks
pursuant to Minn. Stat. § 116.48.
(5) Well Certificate. If there is a well located on the Property, a well disclosure
certificate in form and substance true to form for recording.
(6) Settlement Statement. A Closing settlement statement prepared by the
Title Company reflecting the financial provisions of this Agreement.
(7) Other Documents. All other documents reasonably determined by either
party or the title insurance company to be necessary to transfer and provide
title insurance for the Property.
B. At the Closing, Purchaser shall execute and deliver to Sellers the following:
(1) Purchase Price. Payment of the Purchase Price.
(2) Settlement Statement. A Closing settlement statement prepared by the
Title Company reflecting the financial provisions of this Agreement.
(3) CRV. A Certificate of Real Estate Value in form acceptable to the Title
Company and Seller.
(4) Other Documents. All documents reasonably determined by either party
or the title insurance company to be necessary to provide title insurance for
the Property.
19. CLOSING COSTS.
A. The following costs relating to the Closing of this transaction shall be paid by
Seller:
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(1) The cost of issuance of the title commitment;
(2) State deed tax and conservation fee attributable to the Limited Warranty
Deed;
(3) One half of the closing fee charged by Title Company for the Closing
between Seller and Purchaser;
(4) The cost of recording the satisfaction of any existing mortgage and any other
reasonable document(s) necessary to make title marketable.
(5) Seller’s attorney fees.
B. The following costs relating to the Closing of this transaction shall be paid by
Purchaser as follows:
(1) The premium issued pursuant to the Commitment;
(2) Recording fee for the Limited Warranty Deed;
(3) Purchaser’s attorneys’ fees;
(4) One half of the closing fee charged by Title Company for the Closing
between Seller and Purchaser; and
(5) The cost of engineers or other consultants, if any, engaged by Purchaser
regarding the Property.
20. TIME IS OF THE ESSENCE. Time is of the essence for all provisions of this
Agreement.
21. BROKER’S COMMISSIONS. Seller and Purchaser represent to each other that they
have dealt with no brokers, finders or the like in connection with this transaction, and agree to
indemnify each other and to hold each other harmless against all other claims, damages, costs or
expenses of or for any fees or commissions resulting from their separate actions or agreements
regarding the execution or performance of this Agreement, and will pay all costs of defending any
action or lawsuit brought to recover any such fees or commissions incurred by the other party,
including reasonable attorneys’ fees.
22. ASSIGNMENT. Neither party may assign its rights under this Agreement without the
prior written consent of the other party.
23. REMEDIES. If Seller has performed or are ready, willing and able to perform all
obligations required by this Agreement and Purchaser shall fail or refuse to perform this
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Agreement within the time and in the manner provided, then Seller’s sole remedy shall be the right
to terminate this Agreement by giving a 30-day written notice to Purchaser pursuant to Minnesota
Statutes section 559.21, as it may be amended for time to time. If Purchaser fails to cure such
default within thirty (30) days of the date of such notice, this Agreement will terminate. Upon
termination, parties shall have no further rights and obligations hereunder other than those rights
and/or obligations which are expressly stated to survive expiration or termination of this
Agreement.
If Purchaser has performed or is ready, willing and able to perform all obligations required
by this Agreement and Seller shall fail or refuse to perform this Agreement within the time and in
the manner provided, then Purchaser, at its option may (a) terminate this Agreement, or (b) bring
an action for specific performance provided that any action for such specific performance is
commenced within six (6) months after such right arises. Purchaser may also bring a claim for
actual damages for its actual out-of-pocket expenses related to this Agreement, as a result of
Seller’s default.
24. ENTIRE AGREEMENT; MODIFICATON. This written Agreement constitutes the
complete agreement between the parties and supersedes any prior oral or written agreements
between the parties regarding the Property. There are no verbal agreements that change this
Agreement and no waiver of any of its terms will be effective unless in a writing executed by the
parties.
25. BINDING EFFECT. This Agreement binds and benefits the parties and their successors
and assigns.
26. CONTROLLING LAW. This Agreement has been made under the laws of the State of
Minnesota, and such laws will control its interpretation.
27. COUNTERPARTS. This Agreement may be executed separately and independently in
any number of counterparts and each and all of which together shall be deemed to have been
executed simultaneously and regarded as one agreement dated the Effective Date.
[Remainder of page intentionally left blank]
[Signature pages to follow]
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day
and year written above.
PURCHASER:
CITY OF EDINA
By: _________________________
______________________, Its Mayor
By: _________________________
______________________, City Manager
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SELLER:
ARCADIA AVE PARTNERS, LLC,
a Minnesota limited liability company
By: ____________________________
Name: William P. Katter
Its: Chief Manager
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EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Insert Legal Description of properties to be purchased pursuant to Contract for Private
Development Contract between the City of Edina and Arcadia Ave Partners LLC, dated
___________________.
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EXHIBIT “G”
CERTIFICATE OF COMPLETION
Redevelopment of 5146 Eden Avenue – Phase [_____]
WHEREAS, Arcadia Ave Partners, LLC, a Minnesota limited liability company
(“Developer”, entered into a Contract for Private Development (“Contract”) with the City of Edina,
a Minnesota municipal corporation (“City”) dated March 17, 2026, with the intention of
constructing a series of Minimum Improvements on the site to be delivered in phases and
collectively known as the Project, and
[WHEREAS,the Developer has completed specific portions of the Project described as:
_____________________________. These portions are located at the following addresses:
__________________ and identified with the following Parcel Identification Numbers (PIDs):
__________________.]
[WHEREAS, the Developer has completed the Project in its entirety.]
NOW THEREFORE, The City certifies that the Developer has fully complied with its
obligations to construct the phase(s) of the Project’s Minimum Improvements described above in
accordance with the applicable provisions of the Contract. The City acknowledges that Developer
is released and forever discharged from its obligations under the Contract with respect to the
obligations of Developer, and its successors and assigns, to construct the Minimum Improvements
described above, and the City waives any right, title or interest it may have in the applicable portion
of the Property. The Hennepin County Recorder’s Office is hereby authorized to accept for
recording the filing of this instrument, to be a conclusive determination of the satisfaction and
termination of the covenants and conditions of the Contract for Private Development described
above.
IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed in its
name and behalf on the ________ day of _______________, 20_____.
CITY OF EDINA
By: ____________________________________
_____________________, Its Mayor
Page 307 of 352
G2
237388v17
And: ____________________________________
_____________________, Its City Manager
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _____ day of
___________________, 20____, by _____________________ and ____________________,
respectively, the Mayor and City Manager, of the City of Edina, a Minnesota municipal
corporation, on behalf of the entity.
______________________________________
Notary Public
THIS DOCUMENT WAS DRAFTED BY:
Campbell Knutson
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
Page 308 of 352
Resolution 2026-16: Approving the Sale of City Property
Located at 5146 Eden Avenue
Whereas the City is the fee owner of a certain real property located at 5146 Eden Avenue (PID No. 28-
117-21-31-0014, 28-117-21-31-0015, 28-117-21-31-0016) in the City of Edina which is legally described in
Exhibit A attached hereto (“Property”);
Whereas the City and Arcadia Ave Partners, LLC, a Minnesota limited liability company (“Arcadia”)
have negotiated the final terms of the sale and development of the Property as set forth in a Contract
for Private Development (“Agreement”);
Whereas the City has received and reviewed the proposed Agreement for the sale and purchase of
the Property to be entered into between the City and Arcadia;
Whereas the City desires to convey the Property to Arcadia under the terms of the Agreement;
Whereas pursuant to Minnesota Statutes §462.356, subd. 2, the Planning Commission has reviewed
the proposed conveyance of the Property and has found that the conveyance is consistent with the
City’s comprehensive municipal plan.
Now, therefore, be it resolved by the City Council of the City of Edina:
1. The conveyance of the Property to Arcadia pursuant to the Agreement is approved.
2. The Mayor and City Manager are hereby authorized and directed to execute any and all
documents as necessary to complete the sale transaction pursuant to the Agreement.
Dated: March 17, 2026
Page 309 of 352
EXHIBIT “A”
Lots 2, 3, 4, 5, 6, 7, 8, 9 and 10, and the East 90 feet of Lots 11 to 19 inclusive, all in Block 2, Grandview
Heights, Hennepin County, Minnesota according to the recorded plat thereof;
And
That part of Government Lot 8, Section 28, Township 117, Range 21, lying North of the centerline of Eden
Avenue and East of a line drawn parallel to the main track of the Minneapolis, Northfield and Southern
Railway from a point on the North line of said Government Lot 8 distant 582 feet East from the
Northwest corner of said Government Lot 8;
As amended by the final Survey as agreed to by the Parties.
Page 310 of 352
Item Report
March 17, 2026
City Council
Item Number: 8.2 Department: Parks & Recreation
Item Activity: Discussion Prepared By: Rachel DeVries, Park Planner
Item Title: Braemar Park Master Plan Presentation: Improvements at Golf Dome Trailhead Parking and
Pickleball
Action Requested:
Presentation to review improvements to existing golf dome parking for trailhead and pickleball as part
of Braemar Park Master Plan. Construction purchase requests for implementation will be brought to
City Council at future meetings, including agenda item 8.3.
Information/Background:
At 500 acres Braemar Park attracts both residents and regional visitors to its numerous recreational
opportunities, often utilizing Braemar Boulevard/ Hilary Lane for access. The Braemar Park Master Plan
identified upgrades for this critical road network to support multi-modal transportation and increase
bike and pedestrian safety. The adopted Braemar Park master plan identified several updates,
enhancements, and replacements of amenities park wide. The plan also includes site improvements,
including parking for trailhead use and pickleball.
Staff and consultants examined the entire park and selected the Braemar Golf Dome site as the
highest feasibility for parking expansion to improve and address unsafe conditions and to create a
trailhead location that also includes pickleball practice facilities. Designs looked into parking and
traffic impacts, environmental impacts, and accessibility opportunities, including EV charging stations.
Resources/Financial Impacts:
Parking, pickleball, biking, and pedestrian upgrades will be supported by local option sales tax funding.
Relationship to City Policies/Plans/Budget Pillars:
Expansion for safety and recreational use are supported by parks and trails strategic plan as well as
sustainability goals.
Strong Foundation Reliable Service Livable City Better Together
Values Impact:
Engagement Items were identified during master plan creation.
Equity Accessibility for all users. Addition of pickleball courts for southwest
quadrant. Reduction in barriers for new players and lessons.
Health Addition of pickleball court surfacing will promote physical fitness and
social play. Reduction of on-street parking increases patron safety.
Page 311 of 352
Stewardship Maximization of recreational space and minimization of hard surfaces
and maintenance requirements by creating dual-use space.
Sustainability Reduction of hard surfaces and preservation of canopy and natural
resources by creating dual-use spaces.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
1. Braemar Park Braemar Dome Project Presentation
Page 312 of 352
EdinaMN.gov
Braemar Park Implementation
Improvements at Golf Dome Trailhead Parking and Pickleball
Page 313 of 352
Braemar Master Plan Highlights
•Plan components
•Pedestrian Trail System
•Mountain Bike Trail System
•Ski Trail System
•Natural Resources
•Site Improvements
Page 314 of 352
Braemar Golf Dome Site
Improvements
•Goals
•Improve site safety
•Incorporate trail users
•Incorporate future road plans
•Maximize recreational
potential
•Incorporate Pickleball needs
•Minimize barriers and
impacts
Page 315 of 352
Parking Challenges
•Off Street parking creates
challenges
•30-46 cars recorded during
video observations
•745 daily visitors with 10%
during peak times
Page 316 of 352
Parking Expansion
•Existing Conditions
•Existing Season November
through April
•58 parking stalls 55 standard
and 3 accessible
•750 average daily visitor
average in March
•Two entry points
•Off street Parking on Braemar Blvd shoulder
•Braemar Blvd horizontal curvature creates visibility challenges
Page 317 of 352
Pickleball Practice Facility
•Maximize summer use
•Minimized sound disturbances
•Opportunities for lessons and
designated practice areas
•Adds 4 courts for use and helps
alleviate pressures
Page 318 of 352
Concept Evolution
•Image shows early design rendition
with pickleball courts build to north
of property
•Impacts
•10,000 square feet of impervious
surfacing in addition to parking lot
addition. Impact to
•25,000 square feet of Oak
woodlands (50+ Oaks impacted)
Page 319 of 352
Maximizing Sustainability and Recreation
•Reduction of hard surfaces
•Reduction of tree impacts
•Maximization of Recreational Potential
•Pickleball Practice Facility
•Trailhead
•EV ready infrastructure
Page 320 of 352
Project Components
•Preconstruction
•Tree Removals Package
•April Completion
•Parking Lot Expansion
•Addition of 50 Parking Spots
•Improved Sightlines and Flow
•Trailhead and connections
•Pickleball Practice Facility
•Stormwater Improvements
•Braemar Blvd Section Repavement
•Utility Relocates
•Construction after Golf Dome Season is concluded
Page 321 of 352
Braemar Park Forestry Goals
•Support
•Existing and Restored Eco-Types
•Healthy Canopy Coverage
•Succession Planting
•Forest Diversity and Climate Resilience
•Create
•Experience
•Sustainable Landscape
•Invest
•2025 Arbor Day
•200 Trees
•25,000 SF Resilient Woodland Canopy
•Storm Damaged Areas
•Buffer Plantings
•Restoration Plantings and Invasives Suppression
•Future Planting Events
Page 322 of 352
Purchase Request
March 17, 2026
City Council
Item Number: 8.3 Department: Parks & Recreation
Item Activity: Action Prepared By: Rachel DeVries, Park Planner
Item Title: Purchase Request: Braemar Park Master Plan Preconstruction Tree Clearing and Grubbing
at Braemar Golf Dome
Action Requested:
Approve Purchase Request for reconstruction tree removal and grubbing at Braemar Park with Castle
Rock Contracting and Tree Service LLC for $39,420.
Requisition Number: 12600093
Vendor: Castle Rock Contracting and Tree Service LLC
Equipment Status: Replacement
Funding Source: LOST Capital
Cost: $39,420
Information/Background:
Braemar Park master plan identified several updates, enhancements, and replacements of amenities
park wide. Site improvements including trailhead parking and pickleball were identified. Staff studied
feasibility options for these improvements throughout the park and determined the best area for
addition was to site adjacent to the Braemar Golf Dome Parking lot. Improvements were designed to
address safety and maximize recreational potential while balancing the need to minimize tree
impacts and hard surfaces. This purchase request is the first part of the project which includes tree
removal and grubbing to allow for construction later this summer.
Resources/Financial Impacts:
Project funded through local option sales tax (LOST)
Relationship to City Policies/Plans/Budget Pillars:
Strong Foundation Reliable Service Livable City Better Together
Values Impact:
Engagement Project engaged through Master Plan process.
Equity Braemar Park brings accessible recreation to the SW quadrant.
Health Addition of new recreational activities promoting physical and social
health.
Page 323 of 352
Stewardship Maximization of services and investments by expanding users.
Sustainability Minimizing impacts to natural resources and reduction of hard surfaces.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
1. Braemar Tree Package Castle Rock Contract (Board Portal)
Page 324 of 352
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FORM OF AGREEMENT
BETWEEN CITY OF EDINA AND CONTRACTOR
FOR NON-BID CONTRACT
P&R23208-8
Braemar Golf Dome Tree Clearing and Grubbing
THIS AGREEMENT made this 17th day of March 2026, by and between the CITY OF
EDINA, a Minnesota municipal corporation (“Owner” or “City”) and CASTLE ROCK
CONTRACTING AND TREE SERVICE LLC, (“Contractor”). Owner and Contractor, in
consideration of the mutual covenants set forth herein, agree as follows:
1. CONTRACT DOCUMENTS. The following documents shall be referred to as
the “Contract Documents”, all of which shall be taken together as a whole as the contract
between the parties as if they were set verbatim and in full herein:
A. This Agreement
B. City of Edina General Contract Conditions
C. Specifications prepared by SEH
D. Drawing (1 to 6 sheets), prepared by SEH
E. Responsible Contractor Verification of Compliance
F. Contractor’s Quote
In the event of a conflict among the provisions of the Contract Documents, the order in which
they are listed above shall control in resolving any such conflicts with Contract Document “A”
having the first priority and Contract Document “F” having the last priority.
2. OBLIGATIONS OF THE CONTRACTOR. The Contractor shall provide the
goods, services, and perform the work in accordance with the Contract Documents.
3. CONTRACT PRICE. Owner shall pay Contractor for completion of the Work,
in accordance with the Contract $39,420 inclusive of taxes, if any.
4. PAYMENT PROCEDURES.
A. Contractor shall submit Applications for Payment. Applications for
Payment will be processed by the City Engineer.
B. Progress Payments; Retainage. Owner shall make 95% progress payments
on account of the Contract Price on the basis of Contractor’s Applications
for Payment during performance of the Work.
C. Payments to Subcontractors.
(1) Prompt Payment to Subcontractors. Pursuant to Minn. Stat. §
471.25, Subd. 4a, the Contractor must pay any subcontractor
within ten (10) days of the Contractor’s receipt of payment from
the City for undisputed services provided by the subcontractor.
The Contractor must pay interest of 1 ½ percent per month or any
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part of a month to the subcontractor on any undisputed amount not
paid on time to the subcontractor. The minimum monthly interest
penalty payment for an unpaid balance of $100.00 or more is
$10.00. For an unpaid balance of less than $100.00, the Contractor
shall pay the actual penalty due to the subcontractor.
(2) Form IC-134 (attached) required from general contractor. Minn.
Stat. § 290.92 requires that the City of Edina obtain a Withholding
Affidavit for Contractors, Form IC-134, before making final
payments to Contractors. This form needs to be submitted by the
Contractor to the Minnesota Department of Revenue for approval.
The form is used to receive certification from the state that the
vendor has complied with the requirement to withhold and remit
state withholding taxes for employee salaries paid.
D. Final Payment. Final payment will not be made until the Contractor has
filed with the Owner a fully and duly executed Affidavit, General Waiver
and Indemnity Agreement, in the form attached hereto as Exhibit B and
hereby made a part hereof, together with such other and additional
evidence as Owner may request, in form and substance satisfactory to the
Owner, that all labor, materials and services expended or used in the Work
have been paid for in full and that no liens or other claims for such labor,
materials or services can be made or claimed against Contractor, Owner or
any other person or any property. In case such evidence is not furnished,
the Owner may retain out of any amount due said Contractor a sum
sufficient, in the reasonable discretion of Owner, but in any event not less
than one and one-half times the sum determined by Owner to be
necessary, to pay for all labor, material, services or other claims which are
then unpaid or which are then believed by Owner, in its reasonable
discretion, to be unpaid.
Upon final completion of the Work, Owner shall pay the remainder of the
Contract Price as recommended by the City Engineer.
5. COMPLETION DATE. The Work must be completed by April 17, 2026.
6. CONTRACTOR’S REPRESENTATIONS.
A. Contractor has examined and carefully studied the Contract Documents
and other related data identified in the Contract Documents.
B. Contractor has visited the Site and become familiar with and is satisfied as
to the general, local, and Site conditions that may affect cost, progress, and
performance of the Work.
C. Contractor is familiar with and is satisfied as to all federal, state, and local
laws and regulations that may affect cost, progress, and performance of
the Work.
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D. Contractor has carefully studied all: (1) reports of explorations and tests
of subsurface conditions at or contiguous to the Site and all drawings of
physical conditions in or relating to existing surface or subsurface
structures at or contiguous to the Site (except Underground Facilities)
which have been identified in the General Conditions and (2) reports and
drawings of a Hazardous Environmental Condition, if any, at the Site.
E. Contractor has obtained and carefully studied (or assumes responsibility
for doing so) all additional or supplementary examinations, investigations,
explorations, tests, studies, and data concerning conditions (surface,
subsurface, and Underground Facilities) at or contiguous to the Site which
may affect cost, progress, or performance of the Work or which relate to
any aspect of the means, methods, techniques, sequences, and procedures
of construction to be employed by Contractor, including any specific
means, methods, techniques, sequences, and procedures of construction
expressly required by the Bidding Documents, and safety precautions and
programs incident thereto.
F. Contractor does not consider that any further examinations, investigations,
explorations, tests, studies, or data are necessary for the performance of
the Work at the Contract Price, within the Contract Times, and in
accordance with the other terms and conditions of the Contract
Documents.
G. Contractor is aware of the general nature of work to be performed by
Owner and others at the Site that relates to the Work as indicated in the
Contract Documents.
H. Contractor has correlated the information known to Contractor,
information and observations obtained from visits to the Site, reports and
drawings identified in the Contract Documents, and all additional
examinations, investigations, explorations, tests, studies, and data with the
Contract Documents.
I. The Contract Documents are generally sufficient to indicate and convey
understanding of all terms and conditions for performance and furnishing
of the Work.
J. Responsible Contractor. This contract may be terminated by the City at
any time upon discovery by the City that the prime contractor or
subcontractor has submitted a false statement under oath verifying
compliance with any of the minimum criteria set forth in Minn Stat. §
16C.285, subd. 3.
K. Subcontracts:
(1) Unless otherwise specified in the Contract Documents, the
Contractor shall, upon receipt of the executed Contract Documents,
submit in writing to the Owner the names of the Subcontractors
proposed for the work. Subcontractors may not be changed except
at the request or with the consent of the Owner.
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(2) The Contractor is responsible to the Owner for the acts and
omissions of the Contractor's subcontractors, and of their direct
and indirect employees, to the same extent as the Contractor is
responsible for the acts and omissions of the Contractor's
employees.
(3) The Contract Documents shall not be construed as creating any
contractual relation between the Owner and any subcontractor.
(4) The Contractor shall bind every subcontractor by the terms of the
Contract Documents.
7. WORKER’S COMPENSATION. The Contractor shall obtain and maintain for
the duration of this Contract, statutory Worker’s Compensation Insurance and Employer’s
Liability Insurance as required under the laws of the State of Minnesota.
8. COMPREHENSIVE GENERAL LIABILITY. Contractor shall obtain the
following minimum insurance coverage and maintain it at all times throughout the life of the
Contract, with the City included as an additional name insured on the general liability insurance
on a primary and noncontributory basis. The Contractor shall furnish the City a certificate of
insurance satisfactory to the City evidencing the required coverage:
Bodily Injury: $1,000,000 each occurrence
$1,000,000 aggregate products and
completed operations
Property Damage: $1,000,000 each occurrence
$1,000,000 aggregate
Contractual Liability (identifying the contract):
Bodily Injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
$1,000,000 aggregate
Comprehensive Automobile Liability (owned, non-owned, hired):
Bodily Injury: $1,000,000 each occurrence
$1,000,000 each accident
Property Damage: $1,000,000 each occurrence
9. WARRANTY. The Contractor guarantees that all new equipment warranties as
specified within the quote shall be in full force and transferred to the City upon payment by the
City. The Contractor shall be held responsible for any and all defects in workmanship, materials,
and equipment which may develop in any part of the contracted service, and upon proper
notification by the City shall immediately replace, without cost to the City, any such faulty part
or parts and damage done by reason of the same in accordance with the bid specifications.
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10. INDEMNITY. The Contractor agrees to indemnify and hold the City harmless
from any claim made by third parties as a result of the services performed by it. In addition, the
Contractor shall reimburse the City for any cost of reasonable attorney’s fees it may incur as a
result of any such claims.
11. PERFORMANCE AND PAYMENT BONDS. Performance and payment
bonds are not required for the doing of any public work if the contract price is $175,000 or less.
On projects of more than $175,000 for the doing of public work a payment bond and a
performance bond each in the amount of the contract price must be furnished to the City prior to
commencement of work. The form of the bonds must satisfy statutory requirements for such
bonds.
12. MISCELLANEOUS.
A. Terms used in this Agreement have the meanings stated in the General
Conditions.
B. Owner and Contractor each binds itself, its partners, successors, assigns
and legal representatives to the other party hereto, its partners, successors,
assigns and legal representatives in respect to all covenants, agreements,
and obligations contained in the Contract Documents.
C. Any provision or part of the Contract Documents held to be void or
unenforceable under any law or regulation shall be deemed stricken, and
all remaining provisions shall continue to be valid and binding upon
Owner and Contractor, who agree that the Contract Documents shall be
reformed to replace such stricken provision or part thereof with a valid and
enforceable provision that comes as close as possible to expressing the
intention of the stricken provisions.
D. Data Practices/Records.
(1) All data created, collected, received, maintained or disseminated
for any purpose in the course of this Contract is governed by the
Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, any
other applicable state statute, or any state rules adopted to
implement the act, as well as federal regulations on data privacy.
(2) All books, records, documents and accounting procedures and
practices to the Contractor and its subcontractors, if any, relative to
this Contract are subject to examination by the City.
E. Software License. If the equipment provided by the Contractor pursuant
to this Contract contains software, including that which the manufacturer
may have embedded into the hardware as an integral part of the
equipment, the Contractor shall pay all software licensing fees. The
Contractor shall also pay for all software updating fees for a period of one
year following cutover. The Contractor shall have no obligation to pay for
such fees thereafter. Nothing in the software license or licensing
agreement shall obligate the City to pay any additional fees as a condition
for continuing to use the software.
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F. Patented devices, materials and processes. If the Contract requires, or the
Contractor desires, the use of any design, device, material or process
covered by letters, patent or copyright, trademark or trade name, the
Contractor shall provide for such use by suitable legal agreement with the
patentee or owner and a copy of said agreement shall be filed with the
Owner. If no such agreement is made or filed as noted, the Contractor
shall indemnify and hold harmless the Owner from any and all claims for
infringement by reason of the use of any such patented designed, device,
material or process, or any trademark or trade name or copyright in
connection with the Project agreed to be performed under the Contract,
and shall indemnify and defend the Owner for any costs, liability,
expenses and attorney's fees that result from any such infringement.
G. Assignment. Neither party may assign, sublet, or transfer any interest or
obligation in this Contract without the prior written consent of the other
party, and then only upon such terms and conditions as both parties may
agree to and set forth in writing.
H. Waiver. In the particular event that either party shall at any time or times
waive any breach of this Contract by the other, such waiver shall not
constitute a waiver of any other or any succeeding breach of this Contract
by either party, whether of the same or any other covenant, condition or
obligation.
I. Governing Law/Venue. The laws of the State of Minnesota govern the
interpretation of this Contract. In the event of litigation, the exclusive
venue shall be in the District Court of the State of Minnesota for Hennepin
County.
J. Severability. If any provision, term or condition of this Contract is found
to be or become unenforceable or invalid, it shall not effect the remaining
provisions, terms and conditions of this Contract, unless such invalid or
unenforceable provision, term or condition renders this Contract
impossible to perform. Such remaining terms and conditions of the
Contract shall continue in full force and effect and shall continue to
operate as the parties’ entire contract.
K. Entire Agreement. This Contract represents the entire agreement of the
parties and is a final, complete and all inclusive statement of the terms
thereof, and supersedes and terminates any prior agreement(s),
understandings or written or verbal representations made between the
parties with respect thereto.
L. Permits and Licenses; Rights-of-Way and Easements. The Contractor
shall give all notices necessary and incidental to the construction and
completion of the Project. The City will obtain all necessary rights-of-
way and easements. The Contractor shall not be entitled to any additional
compensation for any construction delay resulting from the City’s not
timely obtaining rights-of-way or easements.
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M. If the work is delayed or the sequencing of work is altered because of the
action or inaction of the Owner, the Contractor shall be allowed a time
extension to complete the work but shall not be entitled to any other
compensation.
CITY OF EDINA CONTRACTOR
BY: ____________________________ BY: ___________________________
Its Mayor Its
AND ___________________________ AND ___________________________
Its City Manager Its
Page 331 of 352
Commission Advisory Communication
March 17, 2026
Item Number: 9.1 Prepared By: Transportation Commission
Item Activity: Refer to Staff
Item Title: Joint Advisory Communication: Wooddale Ave Bike Lane Project
Approved by the Transportation Commission February 19, 2026
Approved by the Energy & Environment Commission March 12, 2026
Approved Work Plan Item: No Council Charge: NA
Situation: Wooddale serves neighborhoods where kids, families and older adults walk, bike,
and cross every day. For a corridor with its traffic volumes and speeds, national
guidance supports protected facilities that clearly separate people walking and
biking from motor vehicle traffic.
Before narrowing direction, we believe Council should have the benefit of a full
evaluation of feasible alternatives and their safety impacts.
This project is a rare opportunity to make meaningful, cost-effective safety
improvements. We encourage Council to ensure all viable options are thoughtfully
reviewed and presented prior to selecting a final design.
Recommendation: As you consider the 2026 Wooddale Avenue mill and overlay, the Transportation
and Energy & Environment Commissions urge Council to direct staff to review and
present viable all-ages-and-abilities (AAA) design alternatives for the corridor —
including options beyond those currently proposed such as those in the attached
presentation provided to the Transportation Commission by members of the
community.
Items not on the approved work plan: Council action is rarely taken mid-year for items not on the
current approved work plan. Action is only taken if Council chooses to discuss the Advisory
Communication at the Council meeting and provides specific direction through a Council vote.
Commissions are encouraged to submit new initiative proposals through the annual work plan
process.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
1. Staff Presentation (Board Portal)
2. Community Presentation (Board Portal)
Page 332 of 352
Project Limits
•Wooddale Ave, W 50th St to Valley View Rd
•Only north-south bike corridor in NE quadrant
•Bituminous overlay scheduled for 2026
•Pedestrian and Bicycle Master Plan
recommends combination of standard bike
lanes, buffered bike lanes, and shared-use paths
Page 333 of 352
Existing Conditions
•W 50th St to W 56th St
•NB shared bike lane
•SB standard bike lane
•On-street parking (east only)
•5’sidewalk (east only)
•W 56th St to Valley View Rd
•NB/SB shared bike lanes
•On-street parking (east only)
•5’ sidewalk (east only)
•ADT: 5,200-6,700 vpd (2022-2023)
•25 mph speed limit
Page 334 of 352
Existing Conditions
•29 reported crashes in last 10 years
•Severity:
•38% minor/possible injury (11)
•62% property damage only (18)
•Mode:
•70% involved motor vehicle (20)
•10% involved cyclist (3)
•10% involved parked car (3)
•10 % other (3)
•Several segments noted as medium/high priority
in draft SEMAP
Page 335 of 352
W 50th St to W 56th St
EXISTING
PROPOSED
*Actual dimensions may vary along the corridor
Page 336 of 352
W 56th St to W 61st St
EXISTING
PROPOSED
*Actual dimensions may vary along the corridor
Page 337 of 352
W 61st St to Valley View Rd
EXISTING
PROPOSED
*Actual dimensions may vary along the corridor
Page 338 of 352
Connecting Facilities
•Existing:
•Wooddale Ave bike boulevards/shared-use path
•Valley View Rd bike lanes
•Planned:
•Wooddale Ave bridge
•Rosland Park pedestrian bridge
•Wooddale Ave bike lanes through Country Club
•Future:
•Bike lanes on Golf Terrace, W 54th St, W 58th St
•Connection to Fred Richards Park/NMCRT
Page 339 of 352
Next Steps
•Seeking feedback from adjacent properties
•Project will require a no parking resolution from City Council (spring 2026)
•If approved, implementation will occur following overlay (summer 2026)
Page 340 of 352
Wooddale Corridor
Spring 2026
Page 341 of 352
We’ve fallen behind
PeopleForBikes.comCity Ratings 2025
Page 342 of 352
Page 343 of 352
Protected vs Unprotected
Page 344 of 352
Everyday Destinations
-Schools
-Parks
-Small Businesses
-Daycares
-Churches
Future Connectivity
-Rosland Bridge (2026)
-Valley View Rd
-50th St
-Wooddale to St. Louis Park
Page 345 of 352
All Ages and Abilities
"Protected bike lanes are the only tool for All Ages & Abilities
biking on streets with high curbside demand, speeds of more than
25mph, multiple adjacent travel lanes, or motor vehicle volumes
above 6,000 vehicles per day."
-NACTO Urban Bikeway Design Guide, 2025 (pg 148)Page 346 of 352
AAA design advances city plans
-Comprehensive Plan
-Climate Action Plan
-Bike/Ped Master Plan
-Active Routes to School Plan
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Research supports AAA (protected) design
-1.8x larger increases in bicycle commuting compared to standard (painted) lanes (1)
-Ridership increase of +21% to +171%after protected lanes were installed (2)
-Ridership increase of +50%after protected lanes were installed (3)
-10%of riders on the protected lanes said they switched from other modes (e.g., car, transit) (2)
-8% speed reduction of vehicles vs standard lanes (4)
-Protected lanes reduce bike/car crashes up to 50%compared to standard lanes (5)
(1) The Link Between Low-Stress Bicycle Facilities and Bicycle Commuting —Ferenchak & Marshall (2025)
(2) Lessons from the Green Lanes: Evaluating Protected Bike Lanes in the U.S. —Monsere et al. ( 2014)
(3) West Mulberry Street Protected Bike Lane Pilot Project —Fort Collins, CO City Staff (2024)
(4) The Traffic Calming Effect of Delineated Bicycle Lanes —Younes et al. (2023)
(5) Developing Crash Modification Factors for Separated Bicycle Lanes —FWHA (2023)
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Wooddale Corridor
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Item Report
March 17, 2026
City Council
Item Number: 10.1 Department: Administration
Item Activity: Discussion Prepared By: MJ Lamon, Special Projects & Engagement
Manager, Walter Flores, Administrative Support Specialist
Item Title: 2026 Student Commissioner Annual Onboarding Update
Action Requested:
Discuss the annual student commissioner onboarding process.
Information/Background:
The 2026 Student Commission positions are available to sophomore, junior, and senior students
residing in Edina or enrolled at Edina High School through open enrollment. Each student
commissioner will serve a one-year term, commencing on September 1.
Outlined below is the timeline for the annual student commissioner onboarding process. Over recent
years, the Council has utilized various interview panels for student selection. These have included two
council members; one council member paired with a community volunteer; or two community
volunteers who are current or former commission members. The following options are provided for
consideration and City staff request confirmation from City Council regarding their preferred
approach to intervewis and selections:
Interview Panel Options:
• Option 1: Two Council Members
• Option 2: One Council Member & One Community Volunteer
• Option 3: Two Community Volunteers (Current or Former Commission Members)
Timeline:
• Application Opens: Friday, April 10
• Application Closes: Sunday, May 17
• Interview #1: Thursday, June 4
• Interview #2: Monday, June 15
• Interview #3: Tuesday, June 23
• Debrief: Monday, June 29
• Appointments: Tuesday, July 21 (City Council Meeting)
• Orientation: Thursday, August 20 (Virtual)
*Please note: A fourth interview session will be scheduled if demand exceeds available interview
dates.*
Resources/Financial Impacts:
No fiscal or capacity impact.
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Relationship to City Policies/Plans/Budget Pillars:
City of Edina's boards and commissions are established by the city council and outlined in city code.
Better Together
Values Impact:The City’s advisory commission is one way Edina advances its values through resident
involvement in City governance. Several commissions are directly aligned with specific values—such
as Sustainability through the Energy and Environment Commission and Health through the
Community Health Commission—ensuring those perspectives are consistently integrated into City
work. More broadly, the commission structure serves as a key engagement strategy, providing
community members meaningful opportunities to collaborate with city council and, at times,
influence decisions, strengthening shared ownership and connection to the community.
Engagement
Advisory commissions are a foundational engagement practice that
invites residents to work on issues and, at times, help shape decisions.
Through commission service, community members build meaningful
connections, contribute lived experience, and strengthen trust and
belonging in City governance.
Equity
Commission appointments support participation in City decision-
making by creating multiple pathways for residents to contribute their
perspectives and experiences. The appointment process seeks to
ensure diverse representation and reduce barriers so that commissions
better reflect the community they serve.
Health
By engaging residents in advisory roles, the City can integrate diverse
perspectives that help identify health impacts and promote conditions
that support community well-being.
Stewardship The commission structure encourages long-term, forward-looking
thinking that considers social and economic impacts.
Sustainability By engaging residents in advisory roles, the City can integrate diverse
perspectives to support and implement Edina's Climate Action Plan.
Supporting Documentation:
Documents marked with "Board Portal" do not meet ADA Web Content Accessibility Guidelines (URL)
and are not included in the public packet. To request a board portal document, please submit a data
request (URL).
None
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