Loading...
HomeMy WebLinkAboutCity Council - 09/16/2025Agenda Eden Prairie City Council Meeting 7 p.m. Tuesday, Sept. 16, 2025 City Center Council Chambers 8080 Mitchell Road Eden Prairie, MN 55344 ATTENDEES City Council Members: Mayor Ron Case, Council Members Kathy Nelson, Mark Freiberg, PG Narayanan, and Lisa Toomey City Staff: City Manager Rick Getschow, Public Works Director Robert Ellis, Community Development Director Julie Klima, Parks and Recreation Director Amy Markle, Police Chief Matt Sackett, Fire Chief Scott Gerber, Administrative Services/HR Director Alecia Rose, and City Attorney Maggie Neuville MEETING AGENDA I. Call the Meeting to Order II. Pledge of Allegiance III. Open Podium Invitation IV. Proclamations and Presentations V. Approval of Agenda and Other Items of Business VI. Minutes A. City Council Workshop held Tuesday, September 2, 2025 B. City Council Meeting held Tuesday, September 2, 2025 VII. Consent Calendar A. Clerk’s List B. Aspen Estates by Bill Welch. Approve second Reading of Ordinance for Zoning District Change from I-2 to RM-2.5 on 0.908 acres and from Rural to RM-2.5 on 0.199 acres, approve Resolution for Site Plan, approve Resolution for Conditional approval of Development Agreement C. Lower Minnesota River Watershed District Zoning District Change by Lower Minnesota River Watershed District. Approve second reading of Ordinance for Zoning District Change from Rural to Park/ Open Space on 4.2 acres CITY COUNCIL MEETING AGENDA September 16, 2025 Page 2 D. Adopt Resolution approving Aspen Estates final plat E. Adopt Resolution approving application for standalone noise barrier program and cost sharing with MnDOT F. Adopt Resolution declaring costs to be assessed, ordering preparation of special assessment roll, and setting hearing date G. Reject all bids for the Dell Road improvement project H. Accept deed conveying Outlot A, Oakparke Estates 4th Addition to the City and Approve Encroachment Agreement with Oakparke Twinhome Homeowners’ Association, Inc. I. Approve professional services agreement for 2026-2027 Bridge Safety Inspection Services with Erickson Engineering Co., LLC J. Approve standard agreement for contracted services for the conversion and maintenance of native conversion planting areas with Landbridge Ecological, LCC K. Award contract for reconstruction of Hennepin Town Road trail to BKJ Excavating L. Approve construction contract agreement for Homeward Hills Playground Renovation with Pember Companies, Inc. M. Approve standard construction contract for Staring Lake Amphitheater Expansion with Hamburg Builders N. Approve standard contract for goods and services for the purchase of 18 strength machines for Eden Prairie Community Center with Life Fitness O. Approve standard construction contract for maintenance facility office remodel with Hamburg Builders Group P. Approve contract with UKG, Inc. as a Human Resources Information System and Payroll Service Provider VIII. Public Hearings and Meetings A. Adopt Resolution vacating Lot 1, Block 2, Aztec Drive Addition Drainage and Utility Easements IX. Payment of Claims X. Ordinances and Resolutions XI. Petitions, Requests, and Communications CITY COUNCIL MEETING AGENDA September 16, 2025 Page 3 XII. Appointments XIII. Reports A. Reports of Council Members B. Report of City Manager C. Report of Community Development Director D. Report of Parks and Recreation Director E. Report of Public Works Director 1. Pedestrian Crossing Treatment Guidelines Update F. Report of Police Chief G. Report of Fire Chief H. Report of City Attorney XIV. Other Business XV. Adjournment Unapproved Minutes Eden Prairie City Council Workshop 5:30 p.m. Tuesday, Sept. 2, 2025 City Center Heritage Rooms, Council Chambers 8080 Mitchell Road Eden Prairie, MN 55344 ATTENDEES City Council Members: Mayor Ron Case, Council Members Kathy Nelson, Mark Freiberg, PG Narayanan, and Lisa Toomey City Staff: City Manager Rick Getschow, Public Works Director Robert Ellis, Community Development Director Julie Klima, Parks and Recreation Director Amy Markle, Police Chief Matt Sackett, Fire Chief Scott Gerber, Administrative Services/HR Director Alecia Rose, Communications Manager Joyce Lorenz, City Attorney Maggie Neuville, and Recorder Sara Potter MEETING AGENDA Heritage Rooms I. E-Bike Update Case stated improper e-bike usage is only becoming more prevalent. Getschow explained the Council requested an update on e-bike usage in the City. Improper e-bike usage is prevalent throughout the metro area. Markle explained tonight’s discussion will focus on the City’s experiences with e-bikes, how Eden Prairie and peers responded to the rapid increase, and possible next steps. The main e-bike issues include high speeds, underage riders, and disregard for other trail users. Markle stated moto-bikes, are becoming an issue as they are not allowed on trails and don’t have a defined space. Case asked for clarification if bikes without pedals are allowed on City trails. Sackett confirmed a bike without pedals is considered a moto-bike and is not allowed on City trails. It’s difficult to track the number of e-bike/moto-bike calls as there is not a designated call type. The EPPD has received an estimated 27 calls year-to-date including underage riders acting reckless in neighborhoods, parks, and throughout streets. Narayanan asked for more information on the nature of calls into the EPPD. Sackett clarified many calls are about e-scooters and moto- bikes in the road and e-bike riders disregarding other trail users. CITY COUNCIL WORKSHOP MINUTES September 02, 2025 Page 2 Sackett stated e-bikes must follow the same rules as all bike riders, including riding on the side of the road and using proper hand signals. Individuals are encouraged to call 911 if they witness reckless e-bike use. The EPPD can implement focused patrols to intercept and correct improper behavior. Case asked if moto-bikes are allowed on a road. Sackett stated technology advances are far outpacing State statutes, but his interpretation is most moto-bikes would be classified as off- highway motor vehicles (OHMV), similar to an ATV. Moto-bikes should not be operated on roads, trails, or sidewalks. Case asked if all moto-bikes are classified as OHMVs. Sackett noted some moto-bikes can be registered as a motorcycle and can be operated in the road if the rider is 16 and has a motorcycle license. Markle noted the Parks department had 40 calls regarding reckless e-bike usage in 2024, decreasing to 25 calls in 2025. 15 calls are true complaints, others are individuals requesting information on rules and age requirements. There are many calls about e-bike riders at the skate park, which is not allowed. The Parks department has invested in education and signage to address this behavior. Toomey asked if moto-bikes will be allowed on the new mountain bike trail. Markle stated the City has not yet decided, it is up for debate in the metro area. Markle explained the Parks and Police departments have focused efforts on public education. A bike safety page has been added to the City website in collaboration with the Communications team. This page clarifies rules and guidelines for residents. Narayanan asked if the City has e-bike safety info at PeopleFest and the Citywide Open House. Sackett confirmed Parks and the EPPD do outreach at these events. An e-bike rules flyer has been created, including a QR code leading to the e-bike safety website. This flyer is given to bike retailers and distributed at summer events. A bike safety reminder article was included in the summer Life in the Prairie. Sackett stated he recorded a bike safety video with Somali translation by Community Services Representative Mohamed Duale. This video was distributed to the Somali community via WhatsApp. Case asked if the State will implement a helmet mandate. Sackett confirmed the State has not yet implemented a mandate, but there has been discussion on statewide legislation. Two cities, Excelsior and Edina, have implemented helmet ordinances. These cities disallowed e-bike usage in their downtown areas, and included a helmet mandate. Ordinances varying between cities is CITY COUNCIL WORKSHOP MINUTES September 02, 2025 Page 3 confusing for residents as regional trails often cross City lines. Toomey asked if the City can enact a helmet ordinance before the State. Case pointed out the similarities between this discussion and the Statewide indoor smoking ban 20 years ago. It’s a judgement call between waiting for the State or acting first. Markle stated the City is creating signage for high-traffic areas including Staring and Round Lake. These signs include key guidelines of responsible bike riders. The skate park has signage confirming e-bikes and moto-bikes are not allowed. The Community Center is installing an e- scooter rack as there has been an increase in people riding e-scooters inside the building. Case asked if e-scooters are allowed at the skate park. Markle noted they are allowed, there have not been issues so far. Sackett added classes of vehicles are coming out faster than State statutes can clarify, but as of now an e-scooter is currently defined as having two wheels and traveling less than 10 MPH. Case noted if the City were to approve an ordinance, e-scooters should be addressed. Case asked how other Cities treat e-scooters. Sackett confirmed e-scooters are not allowed in Excelsior’s downtown district. Case stated e-scooter technology is advancing and speeds are increasing. If the City addresses e-bikes and moto-bikes for safety, e-scooters should also be discussed. Case asked if there is a speed limit in place for e-bikes. Sackett confirmed there is no speed limit, but riders are required to obey the rules of the road including not riding recklessly. Sackett stated the EPPD has executed directed patrols around problem areas and making proactive stops. Case asked what happens on a directed stop. Sackett stated the EPPD will educate the rider on what they’re doing incorrectly. If the rider is underage, the e-bike or moto- bike is impounded for a parent or guardian to pick up. Case asked if tickets are issued. Sackett confirmed the EPPD is focusing on public education and verbal enforcement. If the activity is extremely egregious a ticket would be written. Unfortunately, state statutes are lagging technology advancements and are unclear. Narayanan asked if the EPPD collaborates with the school district on bike safety public education. Sackett stated most interaction with school aged children happens during safety camp. Markle added the City could send bike safety information via Peach Jar, which is used to distribute information to families. CITY COUNCIL WORKSHOP MINUTES September 02, 2025 Page 4 Sackett stated the EPPD requested information on bike safety call volumes from surrounding Police departments. Areas such as Edina and Excelsior have banned all non-pedestrian traffic in their downtown districts. Other cities have focused on education and outreach. Narayanan asked if there have been accidents in neighboring cities. Sackett noted there was a fatal accident in St. Paul earlier in the summer. Toomey asked why Cities don’t want to legislate locally before the State. Sackett answered its confusing for riders traveling between cities when the rules differ. Consistency is more easily understandable. Frebierg asked why e-bikes haven’t been legislated at a State level. Sackett noted it may be due to the difficulties legislating a rapidly evolving technology. Toomey asked if the League of Minnesota Cities could lobby for e-bike safety regulations. Getschow confirmed that would be a possible. Toomey noted it makes sense for rules to be enacted regionally. She noted her support for the City proactively legislating e-bike safety in lieu of waiting for State regulations. Case stated his agreement the State should clarify regulations statewide. In the meantime, the City could be a leader in enacting safety regulations. While Eden Prairie does not have a downtown, it has an excellent trail system. Markle explained Parks is taking a few actions to advance e-bike safety including tracking calls and complaints, supporting a Statewide educational media campaign, and increasing e-bike education and guidelines as a legislative priority. Freiberg noted insurance companies might help resolve safety issues by mandating e-bike/moto-bike policies. Case stated the Council would like to discuss this topic again in the future, with staff proposing possible Council actions along with a recommendation. Information including how peer cities have responded to e-bike safety issues would be helpful. The Council should ensure the safety of Eden Prairie residents as e-bikes are only becoming more prevalent. The City does not want to stifle the many benefits of E-bikes. Freiberg added it would be beneficial to enact regulations before next summer. Council Chambers II. Open Podium III. Adjournment Unapproved Minutes Eden Prairie City Council Meeting 7 p.m. Tuesday, Sept. 2, 2025 City Center Council Chambers 8080 Mitchell Road Eden Prairie, MN 55344 ATTENDEES City Council Members: Mayor Ron Case, Council Members Kathy Nelson, Mark Freiberg, PG Narayanan, and Lisa Toomey City Staff: City Manager Rick Getschow, Public Works Director Robert Ellis, Community Development Director Julie Klima, Parks and Recreation Director Amy Markle, Fire Chief Scott Gerber, Police Chief Matt Sackett, Administrative Services/HR Director Alecia Rose, and City Attorney Maggie Neuville MEETING AGENDA I. Call the Meeting to Order The meeting was called to order at 7 p.m. All Council Members were present. II. Pledge of Allegiance III. Open Podium Invitation HRA MEETING AGENDA HRA.I. Call the Meeting to Order HRA.II. Approve the Minutes of HRA Meeting Held on December 3, 2024 MOTION: Toomey moved, seconded by Narayanan, to approve the minutes of the HRA meeting held Tuesday, December 3, 2025, as published. Motion carried 5-0. HRA.III. Adopt Resolution No. HRA 2025-01 Approving the Proposed 2026 Property Tax Levy and Accepting the Proposed 2026 Budget Getschow explains Minnesota law authorizes the HRA to levy a tax with the consent of the City Council. The HRA must adopt a proposed net property tax levy by September 30 and certify it to the county auditor. Per Minnesota Statute, Housing and Redevelopment Authorities can levy a tax of up to .0185 percent of estimated market value. The proceeds may be spent on planning and implementation of redevelopment and/or low-rent housing assistance programs with the City. The limit for the City of Eden Prairie is $2,686,315. CITY COUNCIL MEETING AGENDA September 2, 2025 Page 2 Case pointed out that federal funding resources are becoming more restricted. He asked if Eden Prairie needs to consider other income sources. Getschow stated they don’t need to seek out more funds with the levy. Staff anticipates the City will still receive the Community Development Block Grant funds. If not, Eden Prairie may utilize the new regional sales tax funding. Council could use levy funds, but Staff isn’t recommending that route for the 2026 budget. MOTION: Narayanan moved, seconded by Freiberg, to adopt Resolution No. HRA 2025-01 approving the proposed 2026 property tax levy to be $230,000 and accepting the proposed 2026 budget of $230,000. Motion carried 5-0. HRA.IV. Adjournment MOTION: Nelson moved, seconded by Toomey, to adjourn the HRA meeting. Motion carried 5-0. Mayor Case adjourned the meeting at 7:07 p.m. CITY COUNCIL MEETING AGENDA IV. Proclamations and Presentations A. Adopt Resolution No. 2025-073 accepting donation from Hopkins Veterans of Foreign Wars (VFW) Post 425 for natural resource management efforts Markle stated Hopkins VFW Post 425 has donated $2,500 to the Parks and Recreation Department to put towards natural resource management efforts of Eden Prairie’s conservation areas and parks. Commander Lonnie Duff and Post Adjutant Martin Adams explained the model and background of the VFW. Case pointed out that the VFW has been very generous in support of various community needs. MOTION: Nelson moved, seconded by Toomey, to adopt Resolution No. 2025- 073 accepting the donation of $2,500 from the Hopkins VFW for natural resource management efforts of our conservation areas and parks. Motion carried 5-0. B. Steve Schewe Day Proclamation Case read the proclamation declaring September 2, 2025, as Steve Schewe Day in recognition of Schewe’s dedicated efforts in building Eden Prairie Local News. Nancy Tyra-Lukens, Chair of EP Local News Board of Directors, detailed the impact of Steve Schewe. Mr. Schewe thanked the Council and those present for the recognition. CITY COUNCIL MEETING AGENDA September 2, 2025 Page 3 V. Approval of Agenda and Other Items of Business MOTION: Toomey moved, seconded by Freiberg, to approve the agenda as amended to add a Councilmember Report. Motion carried 5-0. VI. Minutes MOTION: Narayanan moved, seconded by Toomey, to approve the minutes of the Council workshop held Tuesday, August 12, 2025, and the City Council meeting held Tuesday, August 12, 2025, as published. Motion carried 5-0. VII. Consent Calendar A. Clerk’s List B. Adopt Resolution No. 2025-074 approving participation in cooperative agreement for Call Handling System (CHS-1) for Primary System Answering Point (PSAP) software C. Adopt Resolution No. 2025-075 approving appraisal value and acquisition of property for the Dell Road Improvement Project D. Adopt Resolution No. 2025-076 approving revised and restated Development Agreement for Marshall Gardens by Lake West Development E. Approve Purchase of SCADA Software from Inductive Automation F. Approve contract to upgrade Fleet Services bulk oil room, update remaining dispenser heads, and install remote fill interface with Ascentek G. Approve construction contract for Well 9 pavement project H. Approve contract for the purchase of two submersible sewage pump assemblies for the rehabilitation of Lift Station 11 at Red Oak Drive with Electric Pump I. Approve cooperative agreement for Round Lake alum treatment project J. Approve professional services agreement for 2025 and 2026 pond improvement project with Stantec Consulting Services, Inc. K. Authorize City Manager to sign Multiyear Health Plan Agreement with HealthPartners for employee medical insurance L. Approve standard agreement for contract services for Snow and Ice Management Services with Excel Lawn & Landscape M. Adopt Resolution No. 2025-077 approving Verizon License Agreement at 8080 CITY COUNCIL MEETING AGENDA September 2, 2025 Page 4 Mitchell Road N. Approve second reading of Ordinance No. 15-2025 amending City Code Section 2.05 relating to salaries of the Mayor and Council Members, adopt Resolution No. 2025-078 approving summary Ordinance MOTION: Nelson moved, seconded by Narayanan, to approve Items A-N on the Consent Calendar. Motion carried 5-0. VIII. Public Hearings and Meetings A. Prairie Village by Hupp Holdings IX, LLC. First reading of Ordinance for PUD District Review with waivers on 0.46 acres, approve Resolution No. 2025-079 for PUD Concept Review on 0.46 acres. Getschow explained that the applicant is requesting approval to construct an approximately 1,144 square foot addition onto the existing building at 7815 Terrey Pine Court. The 0.46-acre site is home to Prairie Village Pet Hospital, which will be expanded and remodeled as part of this site work. The site is located in the Shoreland Overlay zoning district, as it is within 1,000 feet of Mitchell Lake. Two waivers are requested in this application, one for parking setbacks and one for impervious surface coverage. At their July 28, 2025, meeting, the Planning Commission voted 8-0 to recommend that the City Council approve the project. Alan Hupp, 10431 Homeward Hills Road, introduced himself and explained the history of the Prairie Village Pet Hospital. He showed the proposed layout changes and the associated goals. Mr. Hupp explained the request for a permeability waiver and a parking setback waiver. Toomey asked if the retaining wall would be replaced, as discussed at the Planning Commission meeting. Mr. Hupp confirmed the retaining wall will be replaced. No one wished to address the Council for the public hearing. MOTION: Freiberg moved, seconded by Narayanan, to close the public hearing, adopt Resolution No. 2025-079 for a PUD Concept Review on 0.46 acres, approve the first reading of an Ordinance for a PUD District Review with waivers on 0.46 acres, and direct Staff to prepare a Development Agreement incorporating Staff and Commission recommendations and Council conditions. Motion carried 5-0. B. Lower Minnesota River Watershed District Zoning District Change by Lower Minnesota River Watershed District. First reading of Ordinance for Zoning District Change on 4.2 acres CITY COUNCIL MEETING AGENDA September 2, 2025 Page 5 Getschow explained that the applicant is requesting a zoning district change for approximately 4.2 acres north of the Minnesota River, in Section 35, from Rural to Parks and Open Space. The parent property is a 16-acre parcel currently zoned Rural and owned by Greg and Kelly Hueler. The Huelers have agreed to sell 4.2 acres of the 16-acre parcel to the Watershed District for a riverbank stabilization project. The Watershed District has received a grant to complete this stabilization work, and the grant requires that the Watershed District own the impacted property. At their July 28, 2025, meeting, the Planning Commission voted 8-0 to recommend that the City Council approve the project. Linda Loomis, outgoing Administrator for Lower Minnesota Watershed District, explained that they believe the property should be under public ownership because tax dollars will be used on the project. Ms. Loomis showed a map and photos. The river has migrated closer to the homes due to erosion, and they hope to stabilize the area. Nelson asked if the stabilization has the potential to prevent further northern impact. Ms. Loomis stated they are hopeful for the river to continue migrating east rather than north with the stabilization efforts. Case shared facts on the history of the area. Ms. Loomis added that they did an archaeological review as part of the process. No one wished to address the Council for the public hearing. MOTION: Nelson moved, seconded by Toomey, to close the public hearing and approve the first reading of an Ordinance for a Zoning District Change from Rural to Parks and Open Space on 4.2 acres. Motion carried 5-0. C. 2024 Community Development Block Grant consolidated annual performance and evaluation report (CAPER) Getschow stated the 2024 Consolidated Annual Performance and Evaluation Report (CAPER) evaluates the City of Eden Prairie’s accomplishments towards meeting the five-year goals defined in the Consolidated Plan, as required by the Department of Housing and Urban Development (HUD), for communities receiving Community Development Block Grant (CDBG) funding. The 2024 program year began July 1, 2024, and ended June 30, 2025, and is the fifth grant period of the 2020-2024 Consolidated Plan. No one wished to address the Council for the public hearing. MOTION: Toomey moved, seconded by Narayanan, to close the public hearing. Motion carried 5-0. CITY COUNCIL MEETING AGENDA September 2, 2025 Page 6 IX. Payment of Claims MOTION: Narayanan moved, seconded by Freiberg, to approve the payment of claims as submitted. Motion was approved on a roll call vote, with Freiberg, Narayanan, Nelson, Toomey, and Case voting “aye.” X. Ordinances and Resolutions XI. Petitions, Requests, and Communications XII. Appointments XIII. Reports A. Reports of Council Members 1. Crosswalk Review Case explained that the Council and City were disheartened to hear about the tragedy. The public has expressed concern about the safety of the crosswalks. There are 388 crosswalks in the City. He requested Staff provide a brief report on the criteria for crosswalks in Eden Prairie. Ellis stated that the Council adopted pedestrian-focused standards for crosswalks. He explained the data and calculations used to determine the need for crosswalks. He noted that many of the standards and language were adopted from Boulder, Colorado. Ellis pointed out that Eden Prairie is evaluating the crosswalk from the incident with updated data. The calculations previously showed a need for a marked crosswalk and other signage, all of which is in place since at least 2020. They expect the results of the updated calculations by the end of the week. Ellis noted that people have asked why a rectangular rapid flashing beacon (RRFB) isn’t used on that crosswalk. The standards for an RRFB include more lanes, a higher speed limit, and/or double the traffic volume at the intersection in question. Ellis stated that the current standards can be amended at the direction of the Council. Should the standards be more stringent, there would be a significant financial impact of around $1.5 million. Ellis added that Staff has ordered reflective strips to increase visibility of the crosswalk, and Eden Prairie can add an advanced warning sign to CITY COUNCIL MEETING AGENDA September 2, 2025 Page 7 coordinate with the crosswalk lights and signage. Toomey asked if the number of accidents is a data point included in the consideration of installing an RRFB. Ellis stated the City could add accidents as a part of the measurement. Freiberg asked if the reflective strip would have much of an impact. Ellis explained that the Staff has installed the same material on stop sign posts and has received positive feedback. Case pointed out that Staff have been and continue to be knowledgeable about pedestrian safety within Eden Prairie. B. Report of City Manager 1. Adopt Resolution No. 2025-080 approving preliminary tax levy and budget Getschow explained that Minnesota Law and administrative rules prescribe a detailed process for public notification and participation in setting taxes and budgets of local governments. Cities must adopt a proposed property tax levy and certify that amount to the county auditor on or before September 30, 2025. In addition, the City Council must accept a proposed budget for the coming year. Getschow listed the goals for the 2026-2027 budget, such as providing value to citizens and maintaining a strong financial position and bond rating. The 2024 Quality of Life survey shows Eden Prairie ranks at the top of both State and National rankings. Getschow highlighted components of the budget broken down by Department. He showed a table with the General Fund Revenue Budget and another depicting the General Fund Expenditure Budget. Getschow showed a graph with proposed property tax impacts and a pie chart with 2026 budget changes. The largest change is for wages and benefits. Getschow pointed out that 2026 includes an increased debt levy due to recent City building projects. However, it will only happen this one year. Getschow showed a list comparing the proposed tax levy to comparable cities; Eden Prairie has the lowest rate. Getschow explained a graph depicting 2025 tax rate comparisons and pointed out that Eden Prairie’s median value home continues to increase going into 2026. CITY COUNCIL MEETING AGENDA September 2, 2025 Page 8 Getschow stated that commercial property value has fallen, so the tax burden on residential properties has increased across the State. He showed a table of proposed property tax impacts based on property types. Nelson noted her appreciation of the low levy and the quality of Eden Prairie services. Case added that Council relies on their own experience as well as resident input to make decisions. MOTION: Narayanan moved, seconded by Toomey, to certify the proposed 2026 property tax levy to be $52,844,814, set December 2, 2025, at 7 p.m. as the meeting, which will include discussion of the budget and provide for public comment, accept the proposed 2026 budget of $66,847,061, and consent and approve the HRA tax levy of $230,000. Motion carried 5-0. C. Report of Community Development Director D. Report of Parks and Recreation Director E. Report of Public Works Director F. Report of Police Chief G. Report of Fire Chief H. Report of City Attorney XIV. Other Business XV. Adjournment MOTION: Freiberg moved, seconded by Toomey, to adjourn the meeting. Motion carried 5-0. Mayor Case adjourned the meeting at 8:26 p.m. City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.A. Department: Police/Support Unit ITEM DESCRIPTION Clerk’s License Application List REQUESTED ACTION Approve the licenses listed below SUMMARY Temporary On-Sale Liquor Organization: The Preserve Association Event: Fall Wine Tasting Date: November 7, 2025 Place: Preserve Community Room 11221 Anderson Lakes Parkway Gambling/Bingo Organization: Eden Prairie Chamber of Commerce Place: Fat Pants Brewing Company 8335 Crystal View Road Date: November 6, 2025 Amendment to Cigarette & Tobacco License – address update Licensee Name: EP Smokeys Tobacco & Vape Center Inc DBA: Smokeys Tobacco & Vape Previous Address: 8256 Commonwealth Drive New Address: 8262 Commonwealth Drive New On-Sale & Sunday Liquor License Licensee Name: Hearth LLC DBA: The Hearth Address: 6399 City West Parkway City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.B. Department: Community Development / Planning Julie Klima / Beth Novak-Krebs ITEM DESCRIPTION The applicant is requesting approval to construct a 15-unit assisted living and memory care facility. The building is proposed as a 10,761 square-foot single-story structure. The property is located east of Aztec Drive across from Caliber Collision. The site consists of two parcels totaling 1.1 acres. The parcels are currently undeveloped. There are residential uses to the east, office uses to the north and commercial uses to the west and south. REQUESTED ACTION Move to: • Approve the 2nd reading of an Ordinance for a zoning district change from I-2 to RM-2.5 on 0.908 acres and from Rural to RM-2.5 on 0.199 acres. • Adopt a Resolution for a Site Plan Review on 1.1 acres • Adopt a Resolution for Conditional Approval of the Development Agreement SUMMARY This is the final approval of the Aspen Estates Assisted Living and Memory Care project. The 120-day review period expires on October 23, 2025. ATTACHMENTS Ordinance for a Zoning District Change Resolution for Site Plan Resolution for Development Agreement Development Agreement ASPEN ESTATES ASSISTED LIVING AND MEMORY CARE CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA ORDINANCE NO. ____-2025 AN ORDINANCE OF THE CITY OF EDEN PRAIRIE, MINNESOTA, REMOVING CERTAIN LAND FROM ONE ZONING DISTRICT AND PLACING IT IN ANOTHER, AMENDING THE LEGAL DESCRIPTIONS OF LAND IN EACH DISTRICT, AND ADOPTING BY REFERENCE CITY CODE CHAPTER 11 AND SECTION 11.99 WHICH, AMONG OTHER THINGS, CONTAIN PENALTY PROVISIONS THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, ORDAINS: Section 1. That the land which is the subject of this Ordinance (hereinafter, the “land”) is legally described in Exhibit A attached hereto and made a part hereof. Section 2. That action was duly initiated proposing that the land be removed from the Rural and I-2 Zoning Districts and be placed in the RM-2.5 Zoning District. Section 3. The proposal is hereby adopted and the land shall be and hereby is removed from the Rural Zoning District and I-2 Zoning District and shall be included hereafter in the RM-2.5 Zoning District, and the legal descriptions of land in each Zoning District referred to in City Code Section 11.03, shall be, and are amended accordingly. Section 4. City Code Chapter 1, entitled “General Provisions and Definitions Applicable to the Entire City Code Including Penalty for Violation” and Section 11.99, “Violation a Misdemeanor” are hereby adopted in their entirety, by reference, as though repeated verbatim herein. Section 5. The land shall be subject to the terms and conditions of that certain Development Agreement dated as of September 16, 2025 entered into between Aspen Estates Realty, LLC, and the City of Eden Prairie, and which Agreement are hereby made a part hereof. Section 6. This Ordinance shall become effective from and after its passage and publication. FIRST READ at a regular meeting of the City Council of the City of Eden Prairie on the 12th day of August, 2025 and finally read and adopted and ordered published at a regular meeting of the City Council of said City on the 16th day of September. ATTEST: _______________________ David Teigland, City Clerk Ronald A. Case, Mayor PUBLISHED in the Sun Sailor on__________________, 2025. EXHIBIT A LEGAL DESCRIPTION Zoning district change of following parcel from I-2 to RM-2.5 Lot 1, Block 2, Aztec Drive Addition Hennepin County, Minnesota Abstract Property Zoning district change of following parcel from Rural to RM-2.5 The South 60 feet of the North 260 feet of the West 585 feet of the Northwest Quarter (NW 1/4) of the Southwest Quarter (SW 1/4) of Section 23, Township 116 North, Range 22 West, Hennepin County, Minnesota, EXCEPT road. Abstract Property CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-____ A RESOLUTION GRANTING SITE PLAN APPROVAL FOR ASPEN ESTATES ASSISTED LIVING AND MEMORY CARE BY BILL WELCH WHEREAS, Bill Welch, has applied for Site Plan approval of Aspen Estates Assisted Living and Memory Care to construct a 15-unit care facility; WHEREAS, zoning approval for Aspen Estates Assisted Living and Memory Care was granted by an Ordinance approved by the City Council on September 16, 2025; and WHEREAS, the Planning Commission reviewed said application at a public hearing at its July 14, 2025 meeting and recommended approval of said site plans; and WHEREAS, the City Council has reviewed said application at a public hearing at its August 12, 2025 meeting. NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, that site plan approval for property legally described in Exhibit A attached hereto is granted to Bill Welch, subject to the Development Agreement between Aspen Estates Realty, LLC and the City of Eden Prairie, reviewed and conditionally approved by the City Council on September 16, 2025. ADOPTED by the City Council of the City of Eden Prairie, this 16th day of September, 2025. ______________________________ Ronald A. Case, Mayor ATTEST: ___________________________ David Teigland, City Clerk EXHIBIT A Site Plan Legal Description Prior to Final Plat Parcel A Lot 1, Block 2, Aztec Drive Addition Hennepin County, Minnesota Abstract Property Parcel B The South 60 feet of the North 260 feet of the West 585 feet of the Northwest Quarter (NW 1/4) of the Southwest Quarter (SW 1/4) of Section 23, Township 116 North, Range 22 West, Hennepin County, Minnesota, EXCEPT road. Abstract Property Legal Description After the Final Plat Lot 1, Block 1, Aspen Estates Hennepin County, Minnesota CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-____ A RESOLUTION FOR CONDITIONAL APPROVAL OF THE DEVELOPMENT AGREEMENT FOR ASPEN ESTATES ASSISTED LIVING AND MEMORY CARE WHEREAS, the Developer has requested to sign and execute the Development Agreement for Aspen Estates Assisted Living and Memory Care (the “Project”) at the closing of Developer’s purchase of the Aztec Drive property; and, WHEREAS, the City is amenable to allowing the Developer to sign and execute the Development Agreement at the closing; and, WHEREAS, the approval of this Agreement, second reading of Ordinance No ____ , and Resolution No granting Site Plan approval are contingent upon receipt by the City Manager of documentation acceptable to the City Manager that Aspen Estates Realty, LLC has acquired fee simple interest in the Property as defined in the Development Agreement. If the City Manager does not receive such documentation on or prior to October 31, 2025, the above Ordinance, Resolution, and approvals are null and void and of no further effect. The City Council may, but is not required to, take such further action to confirm that the Ordinance, Resolution, are null and void and of no further effect; and, WHEREAS, the City Council has reviewed the Project at a public hearing at its August 12, 2025, meeting. WHEREAS, the City Council has reviewed the Development Agreement for the Project at its September 16, 2025, meeting. NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, that the Development Agreement between Aspen Estates Realty, LLC and the City of Eden Prairie is conditionally approved by the City Council on September 16, 2025, and is conditioned upon the Developer providing the City Manager documentation that the Shire Properties, LLC has acquired fee simple interest in the Property. If the City Manager does not receive such documentation on or prior to October 31, 2025, the above Ordinance, Resolution, and approvals are null and void and of no further effect. The City Council may, but is not required to, take such further action to confirm that the Ordinance, Resolution, are null and void and of no further effect. ADOPTED by the City Council of the City of Eden Prairie this 16th day of September, 2025. _____________________________ Ronald A. Case, Mayor ATTEST: ___________________________ David Teigland, City Clerk Aspen Estates Assisted Living and Memory Care Development Agreement 1 DEVELOPMENT AGREEMENT Aspen Estates Assisted Living and Memory Care THIS DEVELOPMENT AGREEMENT (“Agreement”) is entered into as of __________, 2025, by Aspen Estates Realty LLC, a Minnesota limited liability company, hereinafter referred to as “Developer,” its successors and assigns, and the CITY OF EDEN PRAIRIE, a municipal corporation, hereinafter referred to as “City”: WITNESSETH: WHEREAS, Developer has applied to City for Zoning District Change from I-2 on 0.908 acres to RM-2.5 Zoning District and from Rural on 0.199 acres to RM-2.5 Zoning District, Site Plan Review on 1.1 acres, and Preliminary Plat of 1.1 acres into 1 lot (the “Applications”), for real property legally described on Exhibit A (the “Property”); WHEREAS, on August 12, 2025, the City authorized the issuance of an early land alteration permit for the Property, subject to the conditions outlined in the permit, and the City issued the land alteration permit to Developer (the “Issued Land Alteration Permit”).] WHEREAS, Developer’s predecessor-in-interest and City entered into that certain Developer’s Agreement between the parties as of October 17, 1995, pertaining to a portion of the Property (“Prior Development Agreement”). NOW, THEREFORE, in consideration of the City adopting Ordinance No. __________ Aspen Estates Assisted Living and Memory Care Development Agreement 2 for Zoning District Change from I-2 to RM-2.5 on 0.908 acres and from Rural to RM-2.5 on 0.199 acres , Resolution No. ____________ for Site Plan Review, Resolution No. __________ for Preliminary Plat and Resolution No. for Park Dedication Fees, Developer agrees to construct, develop and maintain the Property as follows: 1. EARLY LAND ALTERATION PERMIT. The terms and conditions of this Agreement relating to land alteration are hereby incorporated into and made a part of the Issued Land Alteration Permit. Where any provision of this Agreement requires an action to occur before the issuance of a land alteration permit, provided that such action has not already occurred in connection with issuance of the Issued Land Alteration Permit, such provision is hereby revised and will be interpreted to require the action to instead occur prior to the earlier of the release of the final plat, if any, or issuance of the first building permit for the Property. 2. PLANS: Developer must develop the Property in conformance with the materials revised and reviewed and approved by the City Council on ____________, identified on Exhibit B (hereinafter the “Plans”), subject to such changes and modifications as provided herein. 3. EXHIBIT C: Developer agrees to the terms, covenants, agreements, and conditions set forth in Exhibit C. 4. CASH PARK FEES: In lieu of dedication of land, Developer must pay cash park fees for 15 units as required by City Code in effect as of the date of the issuance of the building permit(s) for construction on the Property. 5. DISCLOSURE OF INFORMATION REGARDING FLYING CLOUD AIRPORT: No lot may be sold or transferred to the first intended residential homeowner, nor an agreement entered into to construct a home on any lot within the Property unless the Developer or its successors or assigns personally delivers prior to execution of a purchase agreement or an agreement to construct a home on the lot (whichever comes first), a disclosure statement in form and substance as attached as Exhibit E hereto regarding the Flying Cloud Airport. If the initial purchaser of a lot from the Developer is not the initial intended homeowner of a residence to be constructed on the lot, Developer must require by contractual obligation with its initial purchaser the delivery of the disclosure statement to the initial intended residential homeowner prior to execution by the intended homeowner of any agreement to construct a home or agreement to purchase a lot (whichever comes first). 6. EXTERIOR MATERIALS: As part of the building permit application materials, Developer must submit to the City Planner and receive the City Planner’s written approval of a plan depicting exterior materials and colors to be used on the buildings on the Property consistent with the Exhibit B Plans. Aspen Estates Assisted Living and Memory Care Development Agreement 3 Prior to issuance of any occupancy permit for the Property, Developer must complete implementation of the approved exterior materials and colors plan in accordance with the terms and conditions of Exhibit C. 7. FINAL PLAT: The final plat of the Property must be recorded with the Hennepin County Recorder and/or Registrar of Titles’ Office, as applicable, within 90 days of approval by the City Council or within 2 years of approval of the preliminary plat, whichever occurs first. If the final plat is not filed within the specified time, the City Council may, upon ten days written notice to the Developer, consider a resolution revoking the approval. Prior to release of the final plat, Developer shall pay for engineering land development services, (5% of construction cost for public infrastructure improvements), final plat application and processing fees, streetlight fees, and street sign fees related to the development project area. 8. GRADING, DRAINAGE, AND STORMWATER POLLUTION PREVENTION PLANS: A. FINAL GRADING AND DRAINAGE PLAN: Developer agrees that the grading and drainage plan contained in the Plans is conceptual. Prior to the release of a land alteration permit for the Property, Developer must submit and obtain the City Engineer's written approval of a final grading and drainage plan for the Property. The final grading and drainage plan must be prepared and properly signed by a currently licensed Professional Civil Engineer hired by the Developer. The final grading and drainage plan must include: 1. Wetland information, including wetland boundaries, wetland buffer strips and wetland buffer monument locations; 2. “Stormwater Facilities” as that term is defined in City Code Section 11.55, Subd. 2, including all stationary, temporary, and permanent stormwater BMPs designed, constructed and operated to prevent or reduce the discharge of pollutants in stormwater as well as structures built to collect, convey or store stormwater (“Stormwater Facilities”); and 3. Any other items required with the land alteration permit application and/or by the City Engineer for release of the permit. B. LAND ALTERATION PERMIT: Developer must submit the following with all land alteration, grading and/or filling permit applications as described below and in accordance with City Code: 1. Design calculations for storm water quality, rate, 100-year high water level (HWL), and volume, together with a drainage area map; Aspen Estates Assisted Living and Memory Care Development Agreement 4 2. Logs for geotechnical borings and/or infiltration tests within the footprint of all proposed permanent stormwater management BMPs. Geotechnical borings must extend to a minimum depth of five (5) feet below the proposed bottom of the BMP. If the infiltration rates indicated by the geotechnical borings and/or infiltration tests are more restrictive than the assumptions made in the Stormwater Management Report, the design of the permanent stormwater management BMPs must be amended accordingly and an updated Stormwater Management Report must be provided. 3. Financial security in the form of a bond, cash escrow, or letter of credit, equal to 125% of the cost of the improvements to be made pursuant to the permit, in a format approved by the City and as required by City Code Section 11.55, Subd. 11 (the “Land Alteration Security”); 4. At the request of the City Engineer, a maintenance and monitoring plan must be submitted for all privately owned Stormwater Facilities to ensure they continue to function as designed in perpetuity, pursuant to and in accordance with City Code Section 11.55, Subd. 7 (“Maintenance and Monitoring Plan”). The Maintenance and Monitoring Plan must include, at a minimum: a) The party(s) responsible for maintenance; b) Access plans for inspections, monitoring and/or maintenance; c) Planting plan (if applicable); d) Routine and non-routine inspection procedures; e) Frequency of inspections; f) Sweeping frequency for all parking and road surfaces (if applicable); g) Plans for restoration or repairs (including reduced infiltration when applicable); h) Performance standards; and i) Corrective actions that will be taken if the stormwater facility(s) does not meet performance specifications. 5. Documentation establishing that any Stormwater Facilities constructed and installed under a structure are designed in conformance with the standards outlined in the Minnesota Stormwater Manual published by the Minnesota Pollution Control Agency (the “Minnesota Stormwater Manual”). The underground system must be kept off-line until construction is complete; 6. Erosion and sedimentation control plan; 7. Copy of the Stormwater Pollution Prevention Plan (“SWPPP”) if required by the Minnesota Pollution Control Agency Construction Stormwater Permit; and 8. Infiltration Practices: All proposed practices, measures and methods must be in Aspen Estates Assisted Living and Memory Care Development Agreement 5 accordance with the Minnesota Stormwater Manual. For land alteration permit applications for projects that incorporate infiltration practices as part of the Stormwater Facility, this includes but is not limited to: a) Construction management practices that will be used to ensure the infiltration system(s) will be protected during construction and functional after completion of construction; b) Erosion control measures that will be used to delineate and protect the infiltration system(s) during construction; c) Proposed infiltration volumes in cubic feet and rates in inches per hour; d) Methods that will be used for field verification of infiltration for stormwater infiltration systems; e) Methods that will be used to assure that infiltration is restored, if needed; f) Locations for material storage establishing that materials will not be stockpiled or stored within the proposed infiltration area(s); g) Vehicular access and parking routes (must not be allowed within the infiltration area(s)); and h) Construction techniques that will be used to protect the infiltration capacity by limiting soil compaction the greatest extent possible, including use of erosion control fencing to delineate the infiltration area and use of low-impact earth moving equipment. C. STORMWATER FACILITY MONITORING DURING CONSTRUCTION: The Developer must employ the licensed Professional Engineer who prepared the final grading plan or another licensed professional qualified to perform the work (to be approved in writing by the City Engineer) to complete the following: 1. Monitor the construction of Stormwater Facilities and temporary BMPs for conformance to the approved final grading plan, the Minnesota Storm Water Manual, and the SWPPP. 2. Enter all inspection, monitoring, and maintenance activities and/or reports regarding site construction and land alteration permit requirements into the City’s web-based erosion and sediment control permit tracking program (currently PermiTrack ESC). Inspections must be conducted at least bi-weekly between April 1 and October 31 and after precipitation events exceeding 0.5 inches. D. STORMWATER FACILITY MAINTENANCE: Stormwater Facilities must be maintained by the Developer during construction and for a minimum of two (2) full growing seasons after City acceptance of the public infrastructure as determined by the City Engineer. Repairs completed during this time must be done in accordance with the land alteration permit and City Code Section 11.55, Subd. 7. If the Aspen Estates Assisted Living and Memory Care Development Agreement 6 Stormwater Facilities are not functioning as designed at the end of the minimum 2-year period, the City Engineer may extend the Developer’s maintenance responsibility or require further repairs. Once the minimum 2-year period has been reached or the City has determined that the Stormwater Facilities conform to the design criteria established in the land alteration permit and the SWPPP, whichever is longer, the then-current owner of the Property will be responsible for all future inspections and maintenance of the Stormwater Facilities in accordance with City Code Section 11.55, Subd. 7. If there is a drainage easement present over the Stormwater Facility(s), the easement holder will be responsible for inspections and maintenance. An Inspection and Maintenance Agreement for Private Stormwater Facilities (Exhibit E) must be recorded for privately owned and maintained Stormwater Facilities Pervious surfaces must be stabilized with seed and mulch or sod and all impervious surfaces must be completed prior to final grading and planting of the stormwater infiltration systems. E. LAND ALTERATION PERMIT FINANCIAL SECURITY RELEASE: Prior to release of the Land Alteration Security, Developer must complete implementation of the approved SWPPP. Any remaining Land Alteration Security must be released to the person who deposited the Land Alteration Security upon determination by the City that the requirements of City Code Section 11.55 and the conditions of the land alteration permit have been satisfactorily performed. 9. GRADING IN THE WOODED AREAS ON SITE: Prior to grading within any of the wooded areas on the Property, as depicted on the Tree Preservation Plan, Developer must submit to the City Forester and receive the City Forester's written approval of a plan depicting construction grading limits on the Property. Prior to any grading on the Property, Developer must place a construction fence (silt fence allowed as construction fence as approved by the city) on the approved construction grading limits. Developer must notify the City 48 hours in advance of grading so that the construction limit fence may be field inspected and approved by the City Engineer and City Forester. Developer must maintain the construction limit fence until the City grants written approval to remove the fence. 10. INTERIOR NOISE MITIGATION PLAN: Prior to issuance of each residential building permit for the Property, Developer must submit to the City Building Official, and obtain the City Building Official’s written approval of plans that establish that each residence is designed to meet the structural performance standards for residential interior sound levels described in the Metropolitan Council’s most current Transportation Policy Plan. Aspen Estates Assisted Living and Memory Care Development Agreement 7 11. IRRIGATION PLAN: If irrigation is installed on the Property, Developer must submit to the City Planner and receive the City Planner’s written approval of a plan for irrigation of the landscaped areas on the Property. The irrigation plan must be designed so that water is not directed on or over public trails and sidewalks. Developer must complete implementation of the approved irrigation plan in accordance with the terms and conditions of Exhibit C. 12. LANDSCAPE & TREE REPLACEMENT PLAN: Prior to the release of the final plat, the Developer must pay the cash payment in lieu of tree replacement as provided by City Code Section 11.55, Subd. 4. The cash payment must be based on 186 caliper inches of tree replacement. The cash payment must be calculated in accordance with the fee schedule in effect at the time of the issuance of the land alteration permit. Prior to issuance of a land alteration permit, the Developer must submit to the City Planner and receive the City Planner’s written approval of an executed landscape agreement and a final landscape or tree replacement plan for the Property. The approved landscape or tree replacement plan must be consistent with the quantity, type, and size of all plant materials shown on the landscape or tree replacement plan on the Exhibit B Plans and including all proposed trees, shrubs, perennials, and grasses. The approved landscape or tree replacement plan must include replacement trees of a 2.5-inch diameter minimum size for a shade tree and a 6-foot minimum height for conifer trees. The approved landscape or tree replacement plan must also provide that, should actual tree loss exceed that calculated herein, Developer must provide tree replacement on a caliper inch per caliper inch basis for such excess loss. Prior to land alteration permit issuance, Developer must also submit to the City Planner and receive the City Planner's written approval of a security in the form of a cash escrow or letter of credit equal to 150% of the cost of the tree and landscape improvements including all proposed trees, shrubs, perennials, and grasses as depicted on the landscape and/or tree replacement plan on the Exhibit B Plans (the “Landscape Security”). The Landscape Security will be held for two full growing seasons after the installation of all plantings and inspection by the City. A growing season is the part of the year during which rainfall and temperature allow plants to grow (approximately April-October). The installation must conform to the approved landscape or tree replacement plan including but not limited to the size, species and location as depicted on the Exhibit B Plans. Any changes proposed to the landscape plan or landscaping installed on the Property, including but not limited to removal and relocation, must be reviewed and approved by the City Planner prior to implementing such changes. Developer must complete implementation of the approved landscape or tree replacement plan as depicted on the Exhibit B Plans and in accordance with the terms and conditions of Exhibit C of this Agreement. The Landscape Security will be released in accordance with the terms of the landscape agreement. Aspen Estates Assisted Living and Memory Care Development Agreement 8 13. MECHANICAL EQUIPMENT SCREENING: Developer must screen all mechanical equipment on the Property. For purposes of this paragraph, “mechanical equipment” includes gas meters, electrical conduits, water meters, and standard heating, ventilating, and air-conditioning units. Financial security to guarantee construction of such screening is included with the Landscape Security. Developer must complete construction of mechanical equipment screening prior to issuance of any occupancy permit for the Property. If, after completion of construction of the mechanical equipment screening, it is determined by the City Planner, in his or her sole discretion, that the constructed screening does not meet City Code requirements to screen mechanical equipment from public streets and differing, adjacent land uses, then the City Planner will notify Developer and Developer must take corrective action to reconstruct the mechanical equipment screening in order to cure the deficiencies identified by the City Planner. Developer agrees that the City will not release the Landscape Security until Developer completes all such corrective measures. 14. MORTGAGEE CONSENT AND SUBORDINATION: For any mortgage lien recorded against the Property prior to recording this Agreement, Developer must deliver to the City a mortgagee consent and subordination in a form approved by the City and attach the executed form to the Agreement submitted for recording. 15. OTHER AGENCY APPROVALS: The Developer must submit copies of all necessary approvals issued by other agencies for the project to the City Engineer. These submittals are required prior to issuance by the City of the corresponding City permit(s). The agencies issuing such approvals include but are not necessarily limited to the following: the Minnesota Pollution Control Agency, Metropolitan Council Environmental Services, Riley Purgatory Bluff Creek Watershed District, the Minnesota Department of Health, the Minnesota Department of Transportation, Hennepin County. The City Planner may determine that conditions of approval required by the Riley Purgatory Bluff Creek Watershed District require changes to the City approvals granted with this Agreement which may entail additional City review, including public hearing(s) for recommendation by the Planning Commission and approval by the City Council. Developer consents to such additional review as determined by the City Planner and agrees to an extension pursuant to Minn. Stat. Section 15.99 of an additional 60 days for the additional review. 16. EMERGENCY RESPONDER RADIO COVERAGE: Developer shall be responsible for ensuring the building meets the requirements of Minnesota State Fire Code Appendix P. Prior to issuance of a Certificate of Occupancy, Developer must have the radio coverage tested by a private company. Aspen Estates Assisted Living and Memory Care Development Agreement 9 17. RETAINING WALLS: Prior to issuance by the City of any permit for grading or building on the Property, Developer must obtain a building permit for retaining wall construction from the City for any retaining walls greater than four feet in height. Retaining walls must not be constructed in a drainage or utility easement area. The retaining wall plans submitted with the permit application must include details with respect to the height, type of materials, and method of construction to be used for the retaining walls. Developer must construct the retaining wall in accordance with the terms of the permit and terms and conditions of Exhibit C, attached hereto, prior to issuance of any occupancy permit for the Property. All maintenance and repair of all retaining walls on the Property are the responsibility of the Developer, its successors and assigns. 18. SIGNS: For each sign which requires a permit under Eden Prairie City Code Section 11.70, Developer must obtain a sign permit from the City. The application must include a complete description of the sign and a sketch showing the size, location, the manner of construction, and other such information as necessary to inform the City of the kind, size, material construction, and location of any such sign in accordance with the requirements of City Code, Section 11.70, Subdivision 5. 19. SITE LIGHTING: All lighting shall comply with the lighting and photometric plans in Exhibit B. Developer must complete implementation of the lighting plan in Exhibit B prior to issuance of any occupancy permit for the Property. 20. SUSTAINABLE FEATURES: Developer has volunteered to include the following sustainable features as part of the project. This paragraph is not subject to the enforcement provisions of this contract. A. Efficient mechanical equipment, occupancy sensors, and green sensitive building materials. B. Rain garden C. Native Plantings 21. PUBLIC IMPROVEMENTS: As a component of the development of the Property, Developer is required to construct certain public improvements, including the connection to the street at driveway and patching around storm sewer, the public sidewalk along the east side of Aztec Drive, sanitary sewer, water infrastructure, and storm sewer for the Property (the “Public Improvements”). Prior to issuance by the City of any building permit for the Property, Developer must submit to the City Engineer, and obtain the City Engineer's written approval of plans for the Public Improvements. Plans must be prepared Aspen Estates Assisted Living and Memory Care Development Agreement 10 and properly signed by a currently licensed Professional Civil Engineer (Engineer of Record) employed by the Developer. The submitted plans must be of a plan view and profile format on 24” x 36” (or 22” x 34”) plan sheets at 50 scale consistent with City standards. Prior to release of the final plat for the Property, Developer must furnish to the City Engineer and receive the City Engineer’s written approval of financial security equal to 125% of the cost of the Public Improvements. The Developer’s licensed Professional Civil Engineer (Engineer of Record) must provide daily inspection of the Public Improvements, certify completion in conformance to approved plans and specifications, and provide record drawings and testing results. The Developer shall warrant and guarantee and agree to maintain the stability of all public work and materials done, furnished, and installed under this agreement for a period of two years. The Developer shall provide a warranty bond in the amount of 25% of the cost of the Public Improvements. Upon completion of the Public Improvements, the City Engineer will issue a letter to the Developer confirming completion and acceptance of the Public Improvements, and the date of the letter shall be the first day of the two-year warranty period. The City Engineer shall deliver such letter within 30 days of Developer’s request or provide a detailed written response to Developer why the City cannot issue such letter. After expiration of the two-year warranty period, the City shall be responsible for the maintenance and repair of the Public Improvements. The City does not waive any rights, claims, or causes of action it may have, if any, regarding any latent defects to the Public Improvements upon the expiration of the two-year warranty period. 22. TRASH, RECYCLING, AND ORGANICS: Developer agrees that all trash, recycling, and organic waste bins or receptacles will at all times be located inside an enclosure as depicted on the Plans. 23. TRASH ENCLOSURE: The trash enclosure(s) must be constructed with the materials as depicted in Exhibit B to match the building, include a roof, and include gates that completely screen the interior of the enclosure. Developer must complete the trash enclosure prior to issuance of any occupancy permit for the Property. 24. UTILITY EASEMENTS: Developer agrees that prior approval of the final plat for the Property, Developer must dedicate drainage and utility easements to the City on the final plat as shown on the Plans. 25. VACATION OF DRAINAGE AND UTILITY EASEMENTS: Prior to the issuance of the land alteration permit, building permit, or the release of the final plat for the Property (whichever occurs first), the Developer must submit to the City Engineer the following: (i) written evidence that all utility companies with infrastructure within existing drainage and utility easements have consented to the vacation of the drainage and utility easements as identified in the Plans, such document to be in form and content acceptable to the City, and (ii) that the Developer has a written agreement with each utility company to relocate or Aspen Estates Assisted Living and Memory Care Development Agreement 11 abandon existing utility lines if required by the utility company. Furthermore, prior to the issuance of land alteration permit, building permit, or release of the final plat for the Property (whichever occurs first), the City Council must have adopted a resolution vacating existing drainage and utility easements as presented in the Plans. 26. SALT AND SNOW STORAGE: Salt storage is not allowed on the Property unless the Property Owner and any agents, tenants, or contractors employ best management practices to minimize the discharge of polluted runoff from salt storage and: 1. The designated salt storage area is indoors; 2. The designated salt storage area is located on an impervious surface and downgradient from any Stormwater Facilities; and 3. Practices to reduce exposure when transferring material in designated salt storage areas (sweeping, diversions, and/or containment) are implemented. Salt applicators must possess current Smart Salting Level 1 and Level 2 Certification from the Minnesota Pollution Control Agency. The certified individual(s) are responsible for the application of appropriate deicing material at the proper amount and rate. Snow must not be stored in any required parking or stormwater treatment areas. If the Property does not provide adequate snow storage areas, the Developer and/or Owner must remove the snow from the Property. 27. PRIOR DEVELOPMENT AGREEMENT: This Agreement supersedes in its entirety the Prior Development Agreement as it pertains to the Property. The Prior Development Agreement remains in full force and affect as applied to Lot 1, Block 1, Aztec Drive Addition. Aspen Estates Assisted Living and Memory Care Development Agreement 12 IN WITNESS WHEREOF, the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. CITY OF EDEN PRAIRIE By___________________________ Ronald A. Case Its Mayor By____________________________ Rick Getschow Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________________, 2025, by Ronald A. Case and Rick Getschow, respectively the Mayor and the City Manager of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of said corporation. _______________________ Notary Public Aspen Estates Assisted Living and Memory Care Development Agreement 13 Aspen Estates Realty, LLC By ________________________________ Its ________________________________ STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2025, by _______________________________________, the , of Aspen Estates Realty, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public THIS INSTRUMENT WAS DRAFTED BY: CITY OF EDEN PRAIRIE 8080 MITCHELL ROAD EDEN PRAIRIE, MN 55344 Aspen Estates Assisted Living and Memory Care Development Agreement 14 EXHIBIT A Development Agreement Aspen Estates Assisted Living and Memory Care Legal Description Prior to Final Plat Parcel A Lot 1, Block 2, Aztec Drive Addition Hennepin County, Minnesota Abstract Property Parcel B The South 60 feet of the North 260 feet of the West 585 feet of the Northwest Quarter (NW 1/4) of the Southwest Quarter (SW 1/4) of Section 23, Township 116 North, Range 22 West, Hennepin County, Minnesota, EXCEPT road. Abstract Property Legal Description After the Final Plat Lot 1, Block 1, Aspen Estates Hennepin County, Minnesota Aspen Estates Assisted Living and Memory Care Development Agreement 15 EXHIBIT B Development Agreement Aspen Estates Assisted Living and Memory Care Project Narrative dated 6/27/25 by Bill Welch Title Sheet dated 6/27/25 by Jame R. Hill, Inc. General Notes dated 6/27/25 by Jame R. Hill, Inc. Existing Conditions dated 6/27/25 by Jame R. Hill, Inc. Demolition Plan dated 6/27/25 by Jame R. Hill, Inc. Expanded Existing Conditions dated 6/27/25 by Jame R. Hill, Inc. Preliminary Plat dated 6/27/25 by Jame R. Hill, Inc. Erosion and Sediment Control Plan dated 7/11/25 by Jame R. Hill, Inc. Erosion and Sediment Control Notes dated 6/27/25 by Jame R. Hill, Inc. Erosion and Sediment Control Plan details 6/27/25 by Jame R. Hill, Inc. Erosion and Sediment Control Notes dated 6/27/25 by Jame R. Hill, Inc. Grading and Drainage Plan dated 7/11/25 by Jame R. Hill, Inc. Utility Plan dated 7/11/25 by Jame R. Hill, Inc. Site Plan dated 7/11/25 by Jame R. Hill, Inc. Construction Details dated 6/27/25 by Jame R. Hill, Inc. Construction Details dated 6/27/25 by Jame R. Hill, Inc. Tree Preservation Plan dated 6/27/25 by CALYX Design Group Tree Preservation Notes and Details dated 6/27/25 by CALYX Landscape Plan dated 6/27/25 by CALYX Design Group Landscape Details dated 6/27/25 by CALYX Design Group Landscape Details dated 6/27/25 by CALYX Design Group Site Photometric Plan dated 6/27/25 by Jame R. Hill, Inc. Architectural Site Plan dated 6/27/25 by Miller Architects and Builders Architectural Floor Plan dated 6/27/25 by Miller Architects and Builders Architectural Elevations dated 6/27/25 by Miller Architects and Builders Architectural Renderings dated 6/27/25 by Miller Architects and Builders Aspen Estates Assisted Living and Memory Care Development Agreement 16 EXHIBIT C Development Agreement Aspen Estates Assisted Living and Memory Care I. The Development Agreement must be recorded with the Hennepin County Recorder and/or Registrar of Titles as applicable prior to release of the final plat or, if no final plat, prior to the issuance of any permit or approval for the development, unless specifically authorized by the City Planner. The final plat will not be released until recording of the Development Agreement is complete, unless otherwise agreed to by the City, in which case the City Attorney will provide a letter with document recording order and instructions that must be complied with by the Developer. II. Prior to release of the final plat, Developer must submit public infrastructure plans to the City Engineer for approval (1” = 50’ scale). III. With respect to all portions of the Property which Developer is required to dedicate to the City on the final plat or convey to the City by deed (the “Dedicated or Conveyed Property”), Developer represents and warrants as follows: a. That at the time of dedication or conveyance, title to the Dedicated or Conveyed Property is or will be marketable fee title, free and clear of all mortgages, liens, and other encumbrances, subject to any easements or minor title imperfections acceptable to the City in its sole discretion (“Marketable Title”). Prior to final plat approval, Developer must provide title evidence satisfactory to the City Attorney establishing Marketable Title. The City, at its discretion, may require Developer to provide, at Developer’s cost, an owner’s policy of title insurance in a policy amount determined by the City, insuring Marketable Title in the name of the City after the dedication or conveyance. b. That Developer has not used, employed, deposited, stored, disposed of, placed, or otherwise allowed to come in or on the Dedicated or Conveyed Property, any hazardous substance, hazardous waste, pollutant, or contaminant, including, but not limited to those defined in or pursuant to 42 U.S.C. § 9601, et. seq., or Minn. Stat. § 115B.01, et. seq. (“Hazardous Substances”). c. That Developer has not allowed any other person to use, employ, deposit, store, dispose of, place, or otherwise have, in or on the Dedicated or Conveyed Property, any Hazardous Substances. d. That no previous owner, operator, or possessor of the Property deposited, stored, Aspen Estates Assisted Living and Memory Care Development Agreement 17 disposed of, placed, or otherwise allowed in or on the Dedicated or Conveyed Property any Hazardous Substances. e. Developer agrees to indemnify, defend, and hold harmless City, its successors and assigns, against any and all loss, costs, damage, or expense, including reasonable attorneys fees, that the City incurs because of the breach of any of the above representations or warranties or resulting from or due to the release or threatened release of Hazardous Substances which were, or are claimed or alleged to have been, used, employed, deposited, stored, disposed of, placed, or otherwise located or allowed to be located, in or on the Dedicated or Conveyed Property by Developer, its employees, agents, contractors, or representatives. IV. Developer must submit detailed construction and storm sewer plans to the relevant Watershed District for review and approval. Developer must follow all rules and recommendations of said Watershed District. V. Developer must provide written notice to all private and public utilities prior to the commencement of any improvements on the Property. VI. The City will not issue any building permit for the construction of any building, structure, or improvement on the Property until all requirements listed in this Exhibit C have been satisfactorily addressed by Developer. Developer’s obligation to address all requirements of this Exhibit C will continue to apply notwithstanding the City’s issuance of permits or approvals for the Property. VII. Prior to release of the first building permit for the Property, and for any subsequent building permit for the Property if required by the City in its sole discretion, Developer must submit to the City Engineer for approval a master grading plan (1" =100' scale) showing existing and proposed contours, proposed streets, and lot arrangements and size, minimum floor elevations on each lot, preliminary alignment and grades for sanitary sewer, water main, and storm sewer, 100-year flood plain contours, ponding areas, tributary areas to catch basins, arrows showing direction of storm water flow on all lots, location of walks, trails, and any property deeded to the City. VIII. Prior to building permit issuance, Developer must pay all fees associated with the building permit to the Building Inspections Division, including: building permit fee, plan check fee, State surcharge, metro system access charge (SAC), City SAC and City water access charge (WAC), park dedication, and other applicable fees. Developer must contact the Metropolitan Council to determine the number of SAC units. IX. Prior to building permit issuance and except as otherwise authorized in the approved Plans, all existing structures must be properly removed as required by City Code, with necessary permits obtained through the Building Inspections Division. Aspen Estates Assisted Living and Memory Care Development Agreement 18 X. Prior to building permit issuance and except as otherwise authorized in the approved Plans, any wells and septic systems on the Property must be properly abandoned or removed as required by City Code and Hennepin County ordinance, with necessary permits obtained through the Inspections Division. XI. Prior to building permit issuance, Developer must provide an ALTA survey or site plan completed by a licensed surveyor or engineer (1" = 50’ scale) showing proposed building locations and all proposed streets, with approved street names, lot arrangements, and property lines. XII. If Developer fails to proceed in accordance with this Agreement within twenty-four (24) months of the date hereof, Developer, for itself, its successors, and assigns, will not oppose the City’s reconsideration and rescission of any Rezoning, Planned Unit Development review, Site Plan review and/or Guide Plan review approved in connection with this Agreement, thus restoring the status of the Property before the Development Agreement and all approvals listed above were approved. XIII. This Agreement will run with the land and be binding upon and enforceable against the Property and the Owners, their successors and assigns of the Property. XIV. This Agreement is a contract between the City and the Developer. No provision of this Agreement inures to the benefit of any third person, including the public at large, so as to constitute any person as a third-party beneficiary of the Agreement or of any one or more of its terms, or otherwise give rise to any cause of action for any person not a party to this Agreement. XV. Developer acknowledges that the obligations of Developer contemplated in this Agreement are special, unique, and of an extraordinary character, and that, in the event that Developer violates, or fails, or refuses to perform any covenant, condition, or provision of this Agreement, City may be without an adequate remedy at law. Developer agrees, therefore, that in the event Developer violates, fails, or refuses to perform any covenant, condition, or provision made herein, City may, at its option, institute and prosecute an action to specifically enforce such covenant, withhold permits or other City approvals, or rescind or revoke any approvals granted by the City. No remedy conferred in this Agreement is intended to be exclusive and each will be cumulative and will be in addition to every other remedy. The election of anyone or more remedies will not constitute a waiver of any other remedy. XVI. No failure of the City to comply with any term, condition, or covenant of this Agreement will subject the City to liability for any claim for damages, costs or other financial or pecuniary charges. No execution on any claim, demand, cause of action or judgment may be levied upon or collected from the general credit, general fund or taxing powers of the City. Aspen Estates Assisted Living and Memory Care Development Agreement 19 XVII. The Developer hereby irrevocably nominates, constitutes, and appoints and designates the City as its attorney-in-fact for the sole purpose and right to amend Exhibit A hereto to identify the legal description of the Property after platting thereof. XVIII. The Developer grants the City, its agents, employees, officers, and contractors a license to enter the Property to perform all work and inspections deemed appropriate by the City in conjunction with this Agreement. XIX. Developer will pay upon demand to the City all costs incurred by the City in conjunction with the Applications. These costs include internal City administrative, planning and, engineering costs and consulting costs, including but not limited to legal, engineering, planning and financial, in review, investigation, administering and processing the Applications and implementation of the approvals granted by the City. XX. The City is hereby granted the option, but not the obligation, to complete or cause completion in whole or part of the Developer’s obligations under this Agreement for which a bond, letter of credit, cash deposit or other security ( “Security”) is required if the Developer defaults with respect to any term or condition in this Agreement for which Security is required and fails to cure such default(s) within ten (10) days after receipt of written notice thereof from the City; provided however if the nature of the cure is such that it is not possible to complete the cure within ten (10) days, it will be sufficient if the Developer has initiated and is diligently pursuing such cure. The Developer acknowledges that the City does not assume any obligations or duties of the Developer with respect to any contracts or agreements with third parties relating to the improvements unless otherwise agreed in writing by the City. a. The City may draw down on or make a claim against the Security, as appropriate, upon five (5) business days notice to the Developer, for any violation of the terms of this Agreement or if the Security lapses prior to the end of the required term. b. If the obligations for which Security is required are not completed at least thirty (30) days prior to the expiration of the Security and if the Security has not been renewed, replaced or otherwise extended beyond the expiration date, the City may also draw down or make a claim against the Security as appropriate. If the City draws down or makes a claim against the Security, the proceeds will be used to cure the default(s) and to reimburse the City for all costs and expenses, including attorney fees, incurred by the City in enforcing this Agreement. XXI. In the event of a violation of City Code relating to use of the Property and construction thereon or failure to fulfill an obligation imposed upon the Developer pursuant to this Agreement, City will give 24 hours’ notice of such violation, or such longer period as determined by the City in its sole discretion given the nature of the violation, in order to allow a cure of such violation. The City need not issue a building or occupancy permit for construction or occupancy on the Property while such a violation is continuing. Aspen Estates Assisted Living and Memory Care Development Agreement 20 a. The existence of a violation of City Code or the failure to perform or fulfill an obligation required by this Agreement will be determined solely and conclusively by the City Manager or his or her designee. XXII. Developer will release, defend, and indemnify City, its elected and appointed officials, employees, and agents from and against any and all claims, demands, lawsuits, complaints, loss, costs (including attorneys’ fees), damages and injunctions relating to any acts, failures to act, errors, omissions of Developer or Developer's consultants, contractors, subcontractors, suppliers and agents. Developer will not be released from its responsibilities to release, defend, and indemnify because of any inspection, review, or approval by City. XXIII. Developer acknowledges that Developer is familiar with the requirements of Chapter 11, Zoning, and Chapter 12, Subdivision Regulations, of the City Code and other applicable City ordinances affecting the development of the Property. Developer agrees to develop the Property in accordance with the requirements of all applicable City Code requirements and City Ordinances. XXIV. Developer agrees that the Property will be operated in a manner meeting all applicable noise, vibration, dust and dirt, smoke, odor and glare laws and regulations. Developer further agrees that the facility upon the Property will be operated so noise, vibration, dust and dirt, smoke, odor, and glare do not go beyond the Property boundary lines in violation of applicable laws or regulations. Aspen Estates Assisted Living and Memory Care Development Agreement 21 Aspen Estates Assisted Living and Memory Care Development Agreement 22 EXHIBIT D Development Agreement Aspen Estates Assisted Living and Memory Care ASPEN ESTATES ASSISTED LIVING AND MEMORY CARE DISCLOSURE OF INFORMATION Developer must cause the following notice to be given, either from Developer itself or Developer’s successor(s)-in-interest to any portion of the Property, to all residential home purchasers of lots within the Property who intend to be the first occupant of a residence on such lot, prior to the execution of a purchase agreement or agreement to construct a residence on a lot within the Property, whichever occurs first: The Property is located near the Flying Cloud Airport, a public use airport owned and operated by the Metropolitan Airports Commission. The Airport is available 24 hours a day, year round. The Airport operates two parallel east/west runways, and a north/south crosswind runway, all of which are lighted. The Airport accommodates aircraft operations from single and multi-engine propeller aircraft; corporate jet aircraft; helicopters; and pilot training facilities; which may affect the Property. Further information regarding the airport can be obtained from the Airport Manager, Telephone No,: 952-944-1035. Aspen Estates Assisted Living and Memory Care Development Agreement 23 EXHIBIT E Development Agreement Aspen Estates Assisted Living and Memory Care INSPECTION AND MAINTENANCE AGREEMENT FOR PRIVATE STORMWATER FACILITIES This Inspection and Maintenance Agreement (“Agreement”) is made and entered into this ____ day of , of the year, 20___, by and between __________________, a ____________________, its successors and assigns (hereinafter called the “Owner”, whether one or more) and the City of Eden Prairie, a Minnesota municipal corporation (hereinafter called “City”). WITNESSETH, that WHEREAS, the City is required by federal and state surface water quality regulations and its National Pollutant Discharge Elimination System (NPDES) Municipal Separate Storm Sewer System (MS4) permit to prevent surface water quality degradation from development and redevelopment activities within its jurisdiction; WHEREAS, the City has adopted stormwater regulations as required by the MS4 permit and such regulations are contained in Section 11.55 of the Eden Prairie City Code; WHEREAS, a structural stormwater Best Management Practice (BMP) is defined in the MS4 General Permit as "a stationary and permanent BMP that is designed, constructed and operated to prevent or reduce the discharge of pollutants in stormwater.” These may include, but are not limited to green roofs, permeable pavement, bioretention basins, rain gardens, infiltration basins, sand filters, stormwater ponds, manufactured treatment devices, and structures that perform chemical treatment of stormwater; WHEREAS, “structural stormwater BMPs” are called “stormwater facilities” in Section 11.55, Subd. 2 of Eden Prairie City Code; WHEREAS, the Owner is the fee owner of real property located at _____________(property address and/or PID)_____________________ and legally described on the attached Exhibit A Aspen Estates Assisted Living and Memory Care Development Agreement 24 (“Property”); WHEREAS, the Owner has constructed or will construct certain stormwater facilities on the Property that have been approved by the City in accordance with City Code; WHEREAS, some or all of the stormwater facilities on the Property serve private property and are not owned, operated or maintained by the City (“Private BMPs”). A drawing showing the general area of Private BMPs is attached to this Agreement as Exhibit B for ease of identification; WHEREAS the City’s MS4 Permit requires the City to have an executed legal mechanism for the inspection and maintenance of Private BMPs. NOW, THEREFORE, in consideration of the benefits received by the Owner as a result of the approval by the City, the Owner does hereby covenant and agree with the City as follows: 1. The Owner will provide long-term maintenance and continuation of the Private BMPs identified in Exhibit B, to ensure that all Private BMPs are and remain in proper working condition in accordance with the original design specifications. The Owner must perform inspection and maintenance activities utilizing the checklists provided in Exhibit C (or similar, approved in advance by City staff), as well as the recommendations set forth in the Minnesota Stormwater Manual. 2. Following final acceptance of the construction by the City, the Owner must maintain a copy of this Agreement on site, together with a record of all inspections and maintenance actions required by this Agreement. The Owner must document the inspections, remedial actions taken to repair, modify or reconstruct the system, the state of the Private BMPs, and notify the City of any planned change in ownership or management of the system. 3. All Private BMPs must undergo, at a minimum, one (1) inspection annually for two (2) years after completion and final acceptance of the construction. After two (2) annual inspections are approved by the City in writing, all private BMPs must undergo, at a minimum, one (1) inspection every five (5) years to document maintenance and repair needs and ensure compliance with the requirements of this Agreement and all federal, state and local regulations. An inspection report for each inspection must be filed with the City through its website within ninety (90) days of the inspection. The inspection frequency may be increased as deemed necessary by the City to ensure proper functioning of the Private BMPs. 4. If the City’s NPDES permit is revised in a way that directs the City to manage stormwater Aspen Estates Assisted Living and Memory Care Development Agreement 25 treatment systems differently than specified in this agreement, the direction of the NPDES permit will supersede and override the provisions of this Agreement. 5. The Owner hereby grants permission to the City, its authorized agents, contractors, and employees the right of ingress, egress and access to enter the Property at reasonable times and in a reasonable manner for the purpose of inspecting Private BMPs. The Owner hereby grants to the City the right to enter the Property to install and maintain equipment to monitor or test the performance of the Private BMPs for quality and quantity upon reasonable notice to the Owner. Whenever possible, the City will notify the Owner prior to entering the Property and will use its best efforts not to disturb the Owner’s use and enjoyment of the Property while conducting such inspections. 6. In the event the City determines that the Private BMPs are not being maintained in good working order, the City will give written notice to the Owner to repair, replace, reconstruct or maintain the Private BMPs within a reasonable time, not to exceed 30 days. If the Owner fails to comply with the City’s notice within the time specified, Owner authorizes the City or its agents to enter the Property to repair, reconstruct, replace or perform maintenance on the Private BMPs at the Owner’s expense. It is expressly understood and agreed that the City is under no obligation to maintain or repair any Private BMPs, and in no event will this Agreement be construed to impose any such obligation on the City. 7. In the event the City, pursuant to this Agreement, performs work of any nature on Private BMPs on the Property, or expends any funds in the performance of said work for labor, use equipment, supplies, materials, and the like, the Owner will reimburse the City upon demand, within thirty (30) days of receipt of written request for reimbursement for all costs incurred by the City. If the City has not received payment from the Owner by the end of the thirty (30) day period, the City may use any other remedies available by law to collect the amount due from the Owner, and may also recover and collect from Owner the reasonable expenses of collection, including court costs, and attorney fees. 8. It is the intent of this Agreement to assure the City of proper maintenance of Private BMPs on the Property by the Owner; provided, however, that this Agreement will not be deemed to create or affect any additional liability of any party for damage alleged to result from or be caused by the Private BMPs or stormwater management practices on the Property. 9. The Owner and the Owner’s heirs, executors, administrators, assigns, and any other successors in interest, will indemnify and hold the City and its agents and employees harmless for, and defend against at its own expense, any and all damages, accidents, casualties, occurrence, claims, and expenses, including reasonable attorney’s fees, which might arise or be asserted, in whole or in part, against the City from the construction, Aspen Estates Assisted Living and Memory Care Development Agreement 26 presence, existence, or maintenance of the Private BMPs subject to this Agreement. In the event a claim is asserted against the City, its officers, agents or employees, the City will notify the Owner, who must defend at Owner’s expense any suit or other claim against the City with counsel acceptable to the City. 10. No waiver of any provision of this Agreement will affect the right of any party to enforce such provision or to exercise any right or remedy available to it in the event of another party’s default. 11. The Owner must record this Agreement with the Hennepin County Recorder and/or Registrar of Titles’ Office, as appropriate. This Agreement constitutes a covenant running with the land and will be binding upon the Owner and the Owner’s heirs, administrators, executors, assigns, and any other successors in interest to the Property. 12. The Owner must have the Private BMPs inspected in accordance with Section 11.55 of City Code and certify to the City that the constructed facilities conform to the approved stormwater management plan for the Property. If the constructed condition of the Private BMP or its performance varies significantly from the approved plan, appropriately revised calculations must be provided to the City and the plan must be amended accordingly. 13. The Owner agrees that for any Private BMPs to be maintained by a property owner’s association, deed restrictions and covenants for property included in the association will: (a) include mandatory membership in the property owner’s association responsible for providing maintenance of the Private BMPs; (b) require the association to maintain the private BMPs; (c) prohibit termination of this maintenance responsibility by unilateral action of the association; and (d) provide for unpaid dues or assessments to constitute a lien upon the property of individual owners within the association upon recording a notice of non- payment. 14. This Agreement must be re-approved and re-executed by the City if all or a portion of the Property is subdivided or assembled with other property or if Private BMPs or their drainage areas are modified, causing decreased effectiveness. New, repaired, or improved Private BMPs must be implemented to provide equivalent or better treatment when compared with the original structural stormwater BMPs. 15. The Owner must sweep all private streets, driveways, drive aisles, and parking areas within the Property at least once each year, either in the spring following snowmelt or in the fall after leaf fall. 16. The Owner must submit inspection and maintenance records for each Private BMP to the City's Water Resources Coordinator through the City’s website at the frequency required in Aspen Estates Assisted Living and Memory Care Development Agreement 27 this Agreement. The Owner may use the inspection and maintenance checklists found in Exhibit C, or similar documentation as approved by the City. 17. The City may seek any remedy in law or equity against the Owner for a violation of this Agreement. 18. In the event that this Agreement is inconsistent with Eden Prairie City Code regarding the inspection and maintenance of Private BMPs, the provisions which provide greater protection for water resources, as determined by the City in its sole discretion, will prevail. 19. The recitals set forth above are expressly incorporated herein. (signatures on following pages) Aspen Estates Assisted Living and Memory Care Development Agreement 28 IN WITNESS WHEREOF, Owner and the City have entered this Agreement as of the date written above. OWNER _________________________________ By: ______________________________ Its: ______________________________ STATE OF MINNESOTA ) ) ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ____ day of ____________, 20__, by _______________________________________, the , of ________________, a _______________________, on behalf of the company. Notary Public Aspen Estates Assisted Living and Memory Care Development Agreement 29 CITY OF EDEN PRAIRIE By___________________________ Ronald A. Case Its Mayor By____________________________ Rick Getschow Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________________, 20__, by Ronald A. Case and Rick Getschow, respectively the Mayor and the City Manager of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of said corporation. _______________________ Notary Public THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 Aspen Estates Assisted Living and Memory Care Development Agreement 30 EXHIBIT A: Legal Description of Property Aspen Estates Assisted Living and Memory Care Development Agreement 31 EXHIBIT B: Map of Private BMPs on Property, including City water body identification number and areas requiring street sweeping Aspen Estates Assisted Living and Memory Care Development Agreement 32 EXHIBIT C: City of Eden Prairie Private Stormwater BMP Inspection Checklist and Maintenance Checklist Aspen Estates Assisted Living and Memory Care Development Agreement 33 Private Stormwater BMP Inspection Checklist Date Inspection Finished: Inspector Name: Inspector Email: Site Name and Address: Description/Type of BMP: BMP Location: City ID for BMP: INSPECTION CHECKLIST Complete at least 1 inspection annually for 2 years after final acceptance of construction; at least 1 every 5 years thereafter. Complete a separate checklist for EACH private stormwater BMP. When complete, email to lhaak@edenprairie.org. Inspected? (date) Item Maintenance Required? Notes Take at least 2 photos of BMP before inspecting. Submit with this form to City. Yes No << Overall assessment of BMP. (If any maintenance is required, Yes. If not, No.) Does the BMP appear to function as designed? Yes No Is there erosion/damage on side slopes and/or around inlets and/or outlets that requires repair? Yes No Do any structures (e.g., flared-end sections, standpipes, drain tiles, concrete aprons) require repair? Yes No Do any pre-treatment areas (e.g., forebay, sump, filter strip, rock) have accumulated sediment, trash and/or debris? Yes No Is there anything in or around the BMP that looks or smells unusual (e.g., oil, paint, foamy)? Yes No If it appears to require immediate attention, call 911. Also, take photos if “Yes.” Is there accumulation of sediment, trash and/or debris in the main/deepest part of the BMP? Yes No Are paved surfaces draining to basin free of sediment and debris? Yes No Is water standing in the BMP more than 48 hours when it should be infiltrating? Yes No N/A Does dead vegetation need to be removed? Any vegetation to be mowed/trimmed? Weeds to be sprayed or removed? Yes No Is replanting of vegetation or seeding necessary? Yes No Is wood mulch at least 3” deep (where required)? Yes No N/A Does anything you observed pose a hazard to the public? Yes No Aspen Estates Assisted Living and Memory Care Development Agreement 34 Have you received any neighbor complaints about this BMP since the last inspection? Yes No Additional Notes: Aspen Estates Assisted Living and Memory Care Development Agreement 35 Private Stormwater BMP Maintenance Checklist Date Maintenance Finished: Operator Name: Operator Email: Description/Type of BMP: BMP Location: City ID for BMP: MAINTENANCE CHECKLIST Any items from “Inspection Checklist” that require follow-up must be completed and documented. Complete a separate checklist for EACH private stormwater BMP. When complete, email to lhaak@edenprairie.org. Maintenance Complete (date) Item Notes Repair erosion/damage on side slopes and/or around inlets and outlets. Repair any damaged/failing structures (e.g., flared-end sections, standpipes, drain tiles, concrete aprons). Clean any pre-treatment areas (e.g., forebay, sump, filter strip, rip rap). All flowing or standing water and adjacent areas looks and smells normal. Maintain basin. Remove any sediment, trash and/or debris. Paved surfaces draining to basin swept and kept free of sediment and debris. Loosen, aerate, or replace soils to ensure water infiltrates within 48 hours. Remove any dead vegetation, trim live vegetation if needed, and remove weeds. Add wood mulch to keep 3” depth or replace mulch, as applicable. Replace dead plants/vegetation. Manage native vegetation through mowing, spot spraying weeds and/or prescribed burning. Water as needed. BMP functions as designed. Any hazards to the public resolved. Take at least 2 photos of BMP after maintenance. Aspen Estates Assisted Living and Memory Care Development Agreement 36 Submit with this form to City. Additional Notes: City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.C. Department: Community Development / Planning Julie Klima / Beth Novak-Krebs ITEM DESCRIPTION This applicant requests a zoning district change for approximately 4.2 acres north of the Minnesota River, in Section 35 from Rural to Parks and Open Space. REQUESTED ACTION Move to: • Approve the 2st Reading of an Ordinance for a Zoning District Change from Rural to Parks and Open Space on 4.2 acres. SUMMARY This is the final approval of the zoning district change for 4.2 acres of land for a riverbank stabilization project by the Lower Minnesota River Watershed District. The property is 4.2 acres of a 16-acre parcel located south of the unimproved Riverview Road ROW. The zoning district change supports the watershed districts erosion control project on the Minnesota River. The 120-day review period expires on October 27, 2025. ATTACHMENTS Ordinance Rezoning Exhibit LOWER MN RIVER WATERSHED DISTRICT ZONING CHANGE CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA ORDINANCE NO. ___-2025 AN ORDINANCE OF THE CITY OF EDEN PRAIRIE, MINNESOTA, REMOVING CERTAIN LAND FROM ONE ZONING DISTRICT AND PLACING IT IN ANOTHER, AMENDING THE LEGAL DESCRIPTIONS OF LAND IN EACH DISTRICT, AND ADOPTING BY REFERENCE CITY CODE CHAPTER 11 AND SECTION 11.99 WHICH, AMONG OTHER THINGS, CONTAIN PENALTY PROVISIONS THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, ORDAINS: Section 1. That the land which is the subject of this Ordinance (hereinafter, the “land”) is legally described in Exhibit A attached hereto and made a part hereof. Section 2. That action was duly initiated proposing that the land be removed from the Rural Zoning District and be placed in the Parks and Open Space Zoning District. Section 3. The proposal is hereby adopted and the land shall be, and hereby is removed from the Rural Zoning District and shall be included hereafter in the Parks and Open Space Zoning District, and the legal descriptions of land in each Zoning District referred to in City Code Section 11.03, Subdivision1, Subparagraph B, shall be, and are amended accordingly. Section 4. City Code Chapter 1, entitled “General Provisions and Definitions Applicable to the Entire City Code Including Penalty for Violation” and Section 11.99, “Violation a Misdemeanor” are hereby adopted in their entirety, by reference, as though repeated verbatim herein. Section 5. This Ordinance shall become effective from and after its passage and publication. FIRST READ at a regular meeting of the City Council of the City of Eden Prairie on the 2nd day of September, 2025, and finally read and adopted and ordered published at a regular meeting of the City Council of said City on the 16th day of September, 2025. ATTEST: ____________________________ _____________________________ David Teigland, City Clerk Ronald A. Case, Mayor PUBLISHED in the Sun Sailor on __________________, 2025. EXHIBIT A LEGAL DESCRIPTION Property to be rezoned from Rural to Parks and Open Space That part of Government Lot 1, Section 35, Township 116, Range 22, EXCEPT that part thereof embraced within the plat of BLUFFS WEST SECOND ADDITION, according to the recorded plat thereof, all in Hennepin County, Minnesota, lying southerly of a line 33.00 feet southerly of and parallel with the centerline of Riverview Road. The centerline of said Riverview Road is described as follows: Commencing at the northwest corner of said Section 35; thence on an assumed bearing of South 01 degree 31 minutes 03 seconds West along the west line of said Section 35, a distance of 1760.50 feet to the point of beginning of the centerline to be described; thence South 76 degrees 56 minutes 45 seconds East, a distance of 1082.39 feet; thence easterly a distance of 281.51 feet along a tangential curve, concave to the north, having a radius of 599.00 feet, and a central angle of 26 degrees 55 minutes 38 seconds; thence North 76 degrees 07 minutes 37 seconds East, tangent to said curve, a distance of 12.12 feet to the east line of said Government Lot 1, and said centerline there terminating. 4.2 acres CITY OF EDEN PRAIRIE DRAINAGE & UTILITY(STORMSEWER) EASEMENT PER DOC. NO. T5037913 CITY O F E D E N P R A I R I E D R A I N A G E & U T I L I T Y (STO R M P O N D I N G ) E A S E M E N T P E R D O C . N O . T 5 0 3 7 9 1 3 1/2" IRON PIPERLS# 15480 1/2" IRON PIPERLS# 15480 1/2" IRON PIPESRLS# 154801/2" IRON PIPERLS# 15480SURVEY LINE CORNER NOT FOUNDON EAST LINE OF OUTLOT B,FLYING CLOUD ADDITIONHENNEPIN COUNTYREFERENCE MONUMENT1/2" IRON PIPERLS# 12294 MEANDER CORNER IN RIVER(NO MONUMENT)1/2" IRON PIPERLS# 15480 1/2" IRON PIPERLS# 12294 1/2" IRON PIPERLS# 12294 1/2" IRON PIPE(CAP DAMAGED)1/2" IRON PIPERLS# 12294 1/2" IRON PIPE 1/2" IRON PIPERLS# 12294 1/2" IRON PIPERLS# 12294(DISTURBED)1/2" IRON PIPERLS# 12294 1/2" IRON PIPERLS# 12294 1/2" IRON PIPE(CAP DAMAGED) 1/2" IRON PIPE(CAP DAMAGED)1/2" IRON PIPERLS# 12294 1/2" IRON PIPE(CAP DAMAGED) 1/2" IRON PIPERLS# 12277 1/2" IRON PIPERLS# 12277 1/2" IRON PIPERLS# 12277 1/2" IRON PIP E RLS# 12277SHOR E L I N E ( E D G E O F W A T E R ) WAT E R E L E V A T I O N = 6 8 7 . 5 F T . ( N A V D 8 8 ) LOCA T E D O N 1 1 / 1 5 / 2 0 2 4 S 77°23'23" E 1 7 6 . 9 0 S 81°48'23" E 207.0 0 S 84°48'23" E 430.00 S 64° 0 3 ' 2 3 " E 1 3 2 . 0 0 S 84°48'23" E 270.00 N 57°36'37" E 175.00S 01°31'03" W 559±SOUTH LINE OF BLOCK 11, BLUF F W E S T S E C O N D A D D I T I O N E X C E P T I O N M I N N E S O T A R I V E RWEST LINE OF GOV'T LOT 1& WEST LINE OF SEC. 35EAST LINE OF GOV'T LOT 1 PER PLAT OFBLUFFS WEST SECOND ADDITIONRIVERVIEW ROAD RIVERVI E W ROAD 666660 60601760.50NW COR. OF SEC. 35, TWP. 116, RGE. 22 S 76°56'45" E 1 0 8 2 . 3 9 L=281.51 R=599.00 Δ=26°55'38" N 76°07'37" E 12.12 S 00°36'18" W 1075±33.68312.3220.64 1089.13 455.9234.08L=266.00 R=566.00 Δ=26 °55'3 8 "33.681075.65 L=297.02 R=632.00 Δ=26°55'38" 3.6034.08551±179±PARCEL B PARCEL A( 577,010 SQ. FT. ) ( ±225,812 SQ. FT. ) RIVERVIEW R O A D CENTERLINE O F R I V E R V I E W R O A D A S T R A V E L L E D ( L O C A T E D O N 4 / 8 / 2 0 2 5 )3333333333336.42.4 @ WASH OUT EDGE1.81.2 @ WASH OUT EDGE4.7 @ WASH OUT EDGE1.2 @ WASH OUT EDGE4.819.413.412224 NICOLLET AVENUEBURNSVILLE, MN 55337(952) 890-0509 R SCALE IN FEET 0 60 120 H:\LOWERMNR_WD_MN\24X136553000\CAD\C3D\136553_V_PROP_E2.dwg 5/8/2025 4:29 PM ©Bolton & Menk, Inc. 2025, All Rights Reserved FOR: DRAWN BY:FIELD BOOK:JOB NUMBER: BOUNDARY SURVEYEDEN PRAIRIE, MN 55347 PART OF: GOV'T LOT 1 SEC. 35, TWP. 116, RGE. 22 HENNEPIN COUNTY, MN LOWER MINNESOTA REGIONALWATERSHED DISTRICT H:\LOWERMNR_WD_MN\24X136553000\CAD\C3D\SDB-136553-HennepinMN-f 24X.136553 ERW S35-T116-R22-23,32 R MONUMENT FOUND (TYPE AS NOTED) HENNEPIN COUNTY CAST IRON MONUMENT FOUND LEGEND Horizontal Datum: Hennepin County Coordinate System (1986 Adj.) Vertical Datum: NAVD 1988 In Feet AREASEXISTING: 802,822 SQ. FT.PROPOSED PARCEL A: 577,010 SQ. FT.PROPOSED PARCEL B: ±225,812 SURVEYOR'S CERTIFICATION _____________________________________Eric R. WilfahrtLicense Number 46166 I hereby certify that this survey, plan, or report was prepared byme or under my direct supervision and that I am a duly LicensedLand Surveyor under the laws of the State of Minnesota. ________________Date DRAFT (Certificate of Title No. 1471136) Government Lot 1, Section 35, Township 116, Range 22 except that part thereof embraced within the plat of Bluffs West Second Addition. (Hennepin County, Minnesota) PARCEL A That part of Government Lot 1, Section 35, Township 116, Range 22, EXCEPT that part thereof embraced within the plat of BLUFFS WEST SECOND ADDITION, according to the recorded plat thereof, all in Hennepin County, Minnesota, lying northerly of a line 33.00 feet southerly of and parallel with the centerline of Riverview Road. The centerline of said Riverview Road is described as follows: Commencing at the northwest corner of said Section 35; thence on an assumed bearing of South 01 degree 31 minutes 03 seconds West along the west line of said Section 35, a distance of 1760.50 feet to the point of beginning of the centerline to be described; thence South 76 degrees 56 minutes 45 seconds East, a distance of 1082.39 feet; thence easterly a distance of 281.51 feet along a tangential curve, concave to the north, having a radius of 599.00 feet, and a central angle of 26 degrees 55 minutes 38 seconds; thence North 76 degrees 07 minutes 37 seconds East, tangent to said curve, a distance of 12.12 feet to the east line of said Government Lot 1, and said centerline there terminating. PARCEL B That part of Government Lot 1, Section 35, Township 116, Range 22, EXCEPT that part thereof embraced within the plat of BLUFFS WEST SECOND ADDITION, according to the recorded plat thereof, all in Hennepin County, Minnesota, lying southerly of a line 33.00 feet southerly of and parallel with the centerline of Riverview Road. The centerline of said Riverview Road is described as follows: Commencing at the northwest corner of said Section 35; thence on an assumed bearing of South 01 degree 31 minutes 03 seconds West along the west line of said Section 35, a distance of 1760.50 feet to the point of beginning of the centerline to be described; thence South 76 degrees 56 minutes 45 seconds East, a distance of 1082.39 feet; thence easterly a distance of 281.51 feet along a tangential curve, concave to the north, having a radius of 599.00 feet, and a central angle of 26 degrees 55 minutes 38 seconds; thence North 76 degrees 07 minutes 37 seconds East, tangent to said curve, a distance of 12.12 feet to the east line of said Government Lot 1, and said centerline there terminating. BENCHMARKMNDOT GEODETIC MONUMENT "CLOUD MNDT"ELEV. = 902.452 FT. (NAVD 88) EXISTING LEGAL DESCRIPTION PROPOSED LEGAL DESCRIPTIONS 04/18/2025 Parcel A: Remain Zoned Rural Parcel B: Rezone from Rural to Parks and Open Space City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.D. Department: Public Works / Engineering – Adam Gadbois ITEM DESCRIPTION This proposal is for the plat located east of Aztec Drive across from Caliber Collision. The plat consists of combining two parcels into one lot on 1.1 acres to construct a 15-unit assisted living and memory care facility. REQUESTED ACTION Move to: Adopt the resolution approving the final plat of Aspen Estates. SUMMARY The preliminary plat was approved by City Council on August 12, 2025. Second reading of the final site plan approval was approved by the City Council on September 16, 2025. The City Council adopted a resolution vacating existing drainage and utility easements on September 16, 2025. Approval of the final plat is subject to the following conditions: • Prior to release of the final plat: o Developer has signed the Development Agreement or has provided assurances to the satisfaction of the City Attorney that the Developer will acquire fee title to the property and the Development Agreement will be signed by Developer and recorded with Hennepin County contemporaneous with recording of the final plat. o Receipt of engineering fee in the amount of $1,650.00 o Receipt of tree replacement fee in the amount of $23,250.00 o Developer must furnish to the City Engineer and receive written approval of financial security equal to 125% of the cost of the Public Improvements. o A fee of five percent (5%) of construction value of Public Improvements must also be paid to the City by Developer for engineering land development services. ATTACHMENTS Resolution Final Plat CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-___ A RESOLUTION APPROVING FINAL PLAT OF ASPEN ESTATES WHEREAS, the plat of Aspen Estates has been submitted in a manner required for platting land under the Eden Prairie Ordinance Code and under Chapter 462 of the Minnesota Statutes and all proceedings have been duly had thereunder, and WHEREAS, said plat is in all respects consistent with the City plan and the regulations and requirements of the laws of the State of Minnesota and ordinances of the City of Eden Prairie. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council: A. Plat approval request for Aspen Estates is approved upon compliance with the recommendation of the Final Plat Report on this plat dated September 16, 2025. B. That the City Clerk is hereby directed to supply a certified copy of this resolution to the owners of the subdivision of the above-named plat. C. That the Mayor and City Manager are hereby authorized to execute the certificate of approval on behalf of the City Council upon compliance with the foregoing provisions. ADOPTED by the Eden Prairie City Council on September 16, 2025. ___________________________ Ronald A. Case, Mayor ATTEST: SEAL _________________________ David Teigland, City Clerk DRAINAGE AND UTILITY EASEMENTS BEING5 FEET IN WIDTH, UNLESS OTHERWISEINDICATED, ADJOINING LOT LINES, ANDBEING 10 FEET IN WIDTH, UNLESSOTHERWISE INDICATED, ADJOINING RIGHTOF WAY LINES, AS SHOWN ON THIS PLAT.DRAINAGE AND UTILITY EASEMENTSARE SHOWN THUS:KNOW ALL PERSONS BY THESE PRESENTS: That Aspen Estates Realty, LLC, a Minnesota limited liability company,owner of the following described property:Lot 1, BLock 2, AZTEC DRIVE ADDITION, according to the recorded plat thereon, Hennepin County, MinnesotaAndThe South 60 feet of the North 260 feet of the West 585 feet of the Northwest Quarter (NW 1/4) of theSouthwest Quarter (SW 1/4) of Section 23, Township 116 North, Range 22 West, Hennepin County,Minnesota, EXCEPT road.Has caused the same to be surveyed and platted as ASPEN ESTATES and does hereby dedicate to the public forpublic use the drainage and utility easements as created by this plat.In witness whereof said Aspen Estates Realty, LLC, a Minnesota limited liability company, has caused thesepresents to be signed by its proper officer this day of , 20 .Signed: Aspen Estates Realty, LLCBy: itsSTATE OF COUNTY OF This instrument was acknowledged before me on this day of , 20,by , the of Aspen Estates Realty, LLC, aMinnesota limited liability company, on behalf of the company. County, Printed NameMy commission expires I Marcus F. Hampton do hereby certify that this plat was prepared by me or under my direct supervision; that I ama duly Licensed Land Surveyor in the State of Minnesota; that this plat is a correct representation of the boundarysurvey; that all mathematical data and labels are correctly designated on this plat; that all monuments depicted onthis plat have been, or will be correctly set within one year; that all water boundaries and wet lands, as defined inMinnesota Statutes, Section 505.01, Subd. 3, as of the date of this certificate are shown and labeled on this plat;and all public ways are shown and labeled on this plat.Dated this day of , 20______________________________________________________________Marcus F. Hampton, Licensed Land Surveyor, Minnesota License No. 47481STATE OF MINNESOTACOUNTY OF This instrument was acknowledged before me on this day of , 20 ,by Marcus F. Hampton. County, Printed NameMy commission expires January 31,CITY COUNCIL, CITY OF EDEN PRAIRIE, MINNESOTAThis plat of ASPEN ESTATES was approved and accepted by the City Council of the City of Eden Prairie, Minnesotaat a regular meeting thereof held this day of , 20 , and said plat is incompliance with the provisions of Minnesota Statutes, Section 505.03, Subd. 2.By: Mayor ManagerCOUNTY AUDITOR, Hennepin County, MinnesotaI hereby certify that taxes payable in 20___ and prior years have been paid for land described on this plat, datedthis day of , 20.Daniel Rogan, County AuditorBy: _____________________________, DeputySURVEY DIVISION, Hennepin County, MinnesotaPursuant to Minnesota Statutes Section 383B.565 (1969), this plat has been approved this dayof , 20.Chris F. Mavis, County SurveyorBy: ______________________________COUNTY RECORDER, Hennepin County, MinnesotaI hereby certify that the within plat of ASPEN ESTATES was recorded in this office this dayof , 20, at ______ o'clock ______. M.Amber Bougie, County RecorderBy: _____________________________, DeputyBEARINGS ARE BASED ON THESOUTH LINE OF THE W1/2 OF THESW 1/4 OF THE NE1/4 OF SEC. 5,T. 116, R. 22 WHICH IS ASSUMED TOHAVE A BEARING OF N 88°05'49" WDENOTES FOUND OPEN 1/2 INCHIRON PIPE MONUMENT UNLESSOTHERWISE NOTEDDENOTES SET 1/2 INCH BY 14 INCHIRON PIPE MONUMENT WITH CAPMARKED L.S. NO. 47481DENOTES FOUND HENNEPINCOUNTY CAST IRON MONUMENT City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.E. Department: Public Works/Engineering – Carter Schulze, City Engineer ITEM DESCRIPTION Adopt Resolution approving application for standalone noise barrier program and cost sharing with MnDOT REQUESTED ACTION Move to: Adopt Resolution approving application for standalone noise barrier program and cost sharing with MnDOT SUMMARY The Minnesota Department of Transportation has been constructing noise walls and barriers since the mid 1970s. In 1995, the Minnesota State Legislature directed MnDOT to develop a statewide priority list to direct state resources to mitigate traffic noise for locations not adjacent to new roadway construction. MnDOT Metro District currently provides $3 million in annual discretionary funding for this program. In 2022, Metro District conducted a study where they ranked eligible locations for noise walls. The area along Trunk Highway 5 between Carnelian Lane and Heritage Road is currently ranked 88 on the list and MnDOT is accepting applications for potential noise wall projects in fiscal year 2032 or 2033. Along with the application requirement is the resolution to provide city support of the program and the future capital improvement programming. ATTACHMENTS Resolution Map CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-__ RESOLUTION APPROVING APPLICATIONS FOR STANDALONE NOISE BARRIER PROGRAM AND COST SHARING WITH THE MINNESOTA DEPARTMENT OF TRANSPORTATION WHEREAS, the State of Minnesota, acting through its Commissioner of Transportation (MnDOT) and in accordance with Minnesota Statutes Section 161.125 – Sound Abatement Along Highways, studies, designs, and constructs noise walls to mitigate traffic noise; and WHEREAS, MnDOT Metro District provides discretionary funding for the Standalone Noise Barrier Program and uses a solicitation-based process to select project locations; and WHEREAS, selected standalone noise barrier projects require a 10% cost share for construction costs from the City where the noise barrier is being proposed as well as associated construction engineering costs; and WHEREAS, the City wishes to submit applications, until selected or the program solicitation process changes, for the construction of a noise wall along the north side of State Trunk Highway 5, between Carnelian Lane and Heritage Road within the corporate City of Eden Prairie limits, for tentative construction ten years from application acceptance; and WHEREAS, the City agrees to participate in sharing of the costs to construct the noise wall as well as associated construction engineering costs through future capital improvement programming if the project is selected by MnDOT for the construction. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council, that the applications for the Stand-Alone Noise Barrier Program and cost sharing with MnDOT if the project is selected for construction are supported and approved. ADOPTED by the Eden Prairie City Council on September 16, 2025. ___________________________ Ronald A. Case, Mayor ATTEST: ___________________________ David Teigland, City Clerk 5 5 MnDOT Standalone Noise Barrier ProgramMnDOT Standalone Noise Barrier ProgramMnDOT Standalone Noise Barrier Program DISCLAIMER: The City of Eden Prairie does not warranty the accuracy nor the correctnessof the information contained in this map. It is your responsibility to verify the accuracyof this information. In no event will The City of Eden Prairie be liable for any damages,including loss of business, lost profits, business interruption, loss of business informationor other pecuniary loss that might arise from the use of this map or the information itcontains. Map information is believed to be accurate but accuracy is not guaranteed.Any errors or omissions should be reported to The City of Eden Prairie. *Any aerial photography and parcel geometry was obtained from Hennepin County and allusers are bound by the express written contract between Hennepin County and the Cityof Eden Prairie.² Addresses Parcels Scale:1:2,989 0 250 ft City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.F. Department: Public Works/Engineering – Molly Swanson ITEM DESCRIPTION Adopt Resolution Declaring Costs, Ordering Preparation of 2025 Special Assessment Roll, and Setting Hearing Date REQUESTED ACTION Move to: Adopt resolution declaring costs to be assessed, ordering preparation of 2025 Special Assessment Hearing roll, and setting Hearing date. SUMMARY A Special Assessment Hearing is conducted annually in late October or early November. The assessments levied are for projects which have reached the point of substantial completion since the previous hearing and supplemental assessments for such things as trunk utility assessments, connection fees and contracted removal assessments. This process is conducted in accordance with State Statutes and the procedure developed with the assistance of the City Attorney. ATTACHMENTS Resolution Exhibit A CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-__ RESOLUTION DECLARING COSTS TO BE ASSESSED AND ORDERING PREPARATION OF 2025 SPECIAL ASSESSMENT ROLLS AND SETTING HEARING DATE WHEREAS, contracts have been let for the following listed improvements and the total project costs, including expenses incurred, or to be incurred and the City’s share, exclusive of that assignable to City Property, are established as shown on the attached Exhibit A. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council: 1. The costs of such improvements to be specially assessed are hereby declared to be those as set forth in Exhibit A. 2. The City Clerk with the assistance of the City Engineer shall forthwith calculate the proper amount to be assessed for each improvement against every assessable lot, piece or parcel of land within the district affected without regard to cash valuation, as provided by law, and shall file a copy of such proposed assessment in the office of the City Engineer for public inspection. 3. A hearing shall be held on the 21st day of October 2025, at the Eden Prairie City Center, 8080 Mitchell Road, at 7:00 p.m., to pass upon such proposed assessments and at such time and place all persons owning property affected by such improvements will be given an opportunity to be heard with reference to such assessments. 4. The City Clerk is hereby directed to cause a notice of the hearing on the proposed assessments to be published once in the official newspaper at least two weeks prior to the hearing. The Clerk shall also cause mailed notice to be given to the owner of the record of each parcel described in the assessment roll not less than two weeks prior to the hearing. ADOPTED by the Eden Prairie City Council on September 16th, 2025. _ Ronald A. Case, Mayor ATTEST: SEAL David Teigland, City Clerk EXHIBIT A 2025 SPECIAL ASSESSMENTS September 16, 2025 Supplementals Total Cost Deferred Amt to be Assessed Trunk Sewer & Water $155,840.90 $0.00 $155,840.90 Sewer & Water Connection Fees $25,207.00 $0.00 $25,207.00 Sewer & Water Access Fees (5 Years) $518,075.00 $0.00 $518,075.00 Sewer & Water Access Fees (10 Years) $4,505.00 $0.00 $4,505.00 Tall Grass & Weed Contracted Removal $3,500.00 $0.00 $3,500.00 Tree Contracted Removal $35,000.00 $0.00 $35,000.00 City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Agenda Item Number: VII.G. Department: Public Works/Engineering Division – Carter Schulze, City Engineer ITEM DESCRIPTION Reject all bids for the Dell Road Improvement Project (17-5990). REQUESTED ACTION Move To: Reject all bids for the Dell Road Improvement Project. SUMMARY The City of Eden Prairie, with bidding assistance from our engineering consultant WSB, opened bids for the Dell Road Improvement Project on Wednesday, September 3, 2025. A total of seven bids were received, as shown below: • D&D Contracting LLC – $6,237,212.03 • Park Construction Company – $8,284,075.90 • Minger Construction Co., Inc. – $8,389,514.97 • Meyer Contracting Inc. – $8,373,633.28 • New Look Contracting, Inc. – $8,374,816.75 • Max Steininger, Inc. – $8,708,750.04 • S.M. Hentges & Sons, Inc. – $8,674,798.90 Only the low bidder, D&D Contracting LLC, submitted a bid within the City’s acceptable budget range. However, the contractor has formally withdrawn its bid, citing previously unknown project constraints and requirements. With the withdrawal of the low bidder, all remaining bids exceed the project’s budgeted construction costs. In addition, the adjacent ongoing development that includes necessary property dedication for the Dell Road improvements has not yet closed on their property, leaving required land acquisition unresolved with an unknown schedule at this time. Staff recommends that all bids be rejected. City staff, in coordination with WSB, will reevaluate the project scope and schedule, with the intent to rebid the project for construction in 2026. ATTACHMENTS None City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.H. Department: Public Works/Engineering – Carter Schulze, City Engineer ITEM DESCRIPTION Accept conveyance of Outlot A, Oakparke Estates 4th Addition REQUESTED ACTION Move to: Accept Deed Conveying Outlot A, Oakparke Estates 4th Addition to the City and Approve Encroachment Agreement with Oakparke Twinhome Homeowners’ Association, Inc. SUMMARY Outlot A of Oakparke Estates 4th Addition contains Tilia Ridge, a private street platted as a private outlot that is currently owned and maintained by the Oakparke Twinhome Homeowners’ Association, Inc. (HOA). The HOA has requested that the City take over ownership of the outlot and maintain the street as public right-of-way. City staff has researched the history of this development and found no specific reason for this to be a private street based on City design standards or waivers granted during the development approval process. Staff has established that the street is built to City standards. The street and utilities have been thoroughly inspected, and the HOA has made necessary utility repairs. The City Attorney has also verified that there are no legal restrictions on the outlot that would prohibit or restrict public maintenance of the road. The HOA currently maintains retaining walls, irrigation, landscaping, and vegetation on the outlot, and will continue to be responsible for those items under the terms of the attached Encroachment Agreement with the City. Staff recommends accepting the deed from the HOA conveying the outlot to the City and approving the Encroachment Agreement. Once approved by the Council, both documents will be filed with the Hennepin County Recorder’s Office to document City ownership and the HOA’s ongoing obligations. ATTACHMENTS Quit Claim Deed Encroachment Agreement QUIT CLAIM DEEDMinnesota Uniform Conveyancing Blanks (l ll5l97)forCorporation to Corporation,Partnership or Limited Liability CompanyNo delinquent taxes and transfer entered; Certificateof Real Estate Value ( ) filed ( ) not requiredCertificate of Real Estate Value No.(Date)County AuditorbyDeputyDEED TAX DUE: $Date:FOR VALUABLE CONSIDERATION, Oakparke Twinhome Homeowners' Association, Inc., a.Minnesota nonprofit .corporation, Grantor, hereby conveys and quit-claims to lhe City of Eden Prairie, a Minnesota municipal corporation, realproperty in Hennepin County, Minnesota, described as follows:Outlot A, Oakparke Estates 4th Addition, Hennepin County, Minnesota.Pursuant to the requirements of the Declaration of Common lnterest Community Number 973, Oakparke Twinhome,Hennepin County, Minnesota, recorded in the Office of the Recorder on October 6,2000, as Document No. 7365457, asamendid by the Certificate of First Amendment, dated December 27,2017, recorded in the Office of the Recorder onDecember 28,2017, as Documents No. A10514507 (the "Declaration"), &nd Minn. Stat. Section 515B.3-l 12,thefollowing exhibits are attached hereto: (a) Exhibit A, an affidavit certifying that the approval required for this conveyancehas been obtained, and (b) Exhibit B, a schedule of the names of all owners and their respective properties as of the dateofthe approval.THE TOTAL CONSIDERATION FOR THIS TRANSFER OF PROPERTY IS LESS THAN $5OO.OOSubject to covenants, conditions, restrictions and easements of record, if any.Together with all hereditaments and appurtenances.Check box if applicable:the Seller certifies that the seller does not know of any wells on the described real property.A well disclosure certificate accompanies this document.I am familiar with the properry desdribed in this instrument and I certiff that the status and number of wells on thedescribed real property have not changed since the last previously filed well disclosure certificate.Affix Deed Tax Stamp HereOAKPARKE TWINHOME HOMEOWNERS'ASSOCIATION, INC.STATE OF MTNNESOTA )COUNTY OFBy:Its:thisITheforegolng instrumentwas acknowledgedbeforeme2 Idayof2025,byEthefrW,ra'--of Oakparke Twinhome Homeowners'Association, Inc., a Minnesota nonprofit corporation, ontheSIGNATURE OF NOTOFFICIALCheck here ifpart or all ofthe land is Registered (Tonens)TTax Statements for the real propefty described in this instrument shouldbe sent to (include name and address ofGrantee):'Y;f:ffePrairie8080 Mitchell RoadEden Prairie, MN 55344ITICommisbr Erpires JanuarY 31 , 2030MyNotary PublicMinnesotaTHIS INSTRTMENI WAS DRAFTED BY (NAME AND ADDRESS):Hellmuth & Johnson, PLLC (AMB)8050 w. 78th st.Edina, MN 55439(es2) 94t-400s14564.0001 - 10781562 I EXHIBIT AAFFIDAVIT OF PRESIDENTcoLrNrY or il ennfi,l)) ss.)STATE OF MINNESOTASTATE OF MINNESOTA ))ssCOUNTY OF HENNEPIN )Oakparke TwinhomeAssociation, Inc.By:HomeownersfV2025, byTwinhome Homeowners'PublicThe undersigned, President of Oakparke Twinhome Homeowners' Association, Inc.("Association"), a Minnesota nonprofit corporation, being first duly sworn and upon oath, hereby,*"-, and certifies, pursuant to the applicable provisions of Minnesota law and the Declarationof Common Interest Community No. 973, Oakparke Twinhome ("Declaration"), the conveyanceof that portion of the Common Elements reflected in the Quit Claim Deed from the Associationto the iity of Eden Prairie, a Minnesota municipal corporation, has been duly approved by voteof the Board of Directors of the Association, and in writing by the requisite number andpercentage of Owners, in compliance with the requirements of Minnesota law and thebeclaration. pursuant to Minnesota Statutes Section 515B.3-112(c)(ii), a schedule of the namesof all Unit Owners and units as of the date of the approval is attached hereto as Exhibit B.[print name]PresidentSigned and sworn to before me on this Z? day ofItsresident ofAssociation, IncThis instrument drafted bY:HELLMUTH & JOHNSON, PLLC (AMB)8050 w.78th st.Edina, MN 55439(9s2) 941-400sl 4s64.000 l- I 078 I 607. Iot..i." .$'*--fla4j1BARBAMAKRUGGELNolary PublicMinnesotarty Cfixt*sitn Eryles.hnuary 31,2030 EXHIBIT BTo Quit Claim Deed From Oakparke Twinhome Homeowners' Association, Inc. to City of EdenPrairieConveyingOutlot A, Oakparke Estates 4ft Rddition, Hennepin County, MinnesotaSchedule of Names of Owners and Respective Properties as of the Date of Approval ofConveyance(see attached) PROPERTY ADDRESS9513 Dell RoadEden Prairie, MN 553479515 Dell RoadEden Prairie, MN 553479521 Dell RoadEden Prairie, MN 553479523 Dell RoadEden Prairie, MN 553479529 Dell RoadEden Prairie, MN 553479531 Dell RoadEden Prairie, MN 553479537 Dell RoadEden Prairie, MN 553479539 Dell RoadEden Prairie, MN 553479600 LaForet DriveEden Prairie,MN 553479602LaForet DriveEden Prairie, MN 553479608 LaForet DriveEden Prairie, MN 5534L9610 LaForet DriveEden Prairie, MN 55341-9622LaForet DriveEden Prairie, MN 55347 -9624LaForet DriveEden Prairie, MN 553479630 LaForet DriveEdenMN 553479632LaForet DriveEden PrairieMN 553479638 LaForet DriveEden Prairie, MN 553479640 LaForet DriveEden Prairie, MN 553479646LaForet DriveEden Prairie, MN 553479648 LaForet DriveEdenMN 553479654LaForet DriveEdenMN 553479656 LaForet DriveEdenMN s5347OWNERNAMEBill & Sandy KnauffTimothy BonnettBrian & Margaret LrElaine Carney Rev. TrustMaria AndersonLeonid PorotskyKristi WhitmyreGary & Marybeth LehmanAmy KleinschmidtJames & Beth ConklinNike & Rinto DasukiRonald &LoraGirardLoren & Wendy BregelMitch AndersonDavid & Dianna EricksonJames & Janet DingelChunwon & Sunhee SuhJim & Patty JohanneckJerry & Tracey AndersonDave & Mary KuhlSara PetersenQuoc NguyenNPham PROPERTY ADDRESS17228 Tilia RidgeEden Prairie, MN 5534717230 Tilia RidgeEden Prairie, MN 5534717242 Tilia RidgeEden Prairie, MN 5534717244 Tilia RidgeEden Prairie, MN 5534717256 Tilia RidgeEden Prairie, MN 5534717258 Tilia RidgeEden Prairie, MN 5534717270 Tilia RidgeEden Prairie, MN 5534717272 Tilia RidgeEden Prairie, MN 5534717284 Tilia RidgeEden Prairie, MN 5534717286 Tilia RidgeEden Prairie, MN 5534717298 Tilia tudgeEden Prairie, MN 5534717300 Tilia RidgeEden Prairie, MN 5534717383 Conifer CourtEden PrairieMN s534717385 Conifer CourtEdenMN s534717390 Conifer CourtEden Prairie, MN 55347 -17392 Conifer CourtEden Prairie, MN 5534717393 Conifer CourtEden Prairie, MN 5534717395 Conifer CourtEdenMN 5534717446 Haralson DriveEdenMN 5534717441Haralson DriveEden Prairie, MN 5534L17448 Haralson DriveEden Prairie, MN 55347-17449 Haralson DriveEden Prairie, MN 55347OWNER NAMEJudy Tiffany Ohannesian Rev. TrustGlen & Connie Vander TopPaul & Sandra AmundsonAlicia L. Brozovich TrustRay BrozovichEric & Lois HydePaul & Patricia ChristensenSusan SandnessDiane MattsonGregory & Kathleen SchultzBryon & Sandra BogenriefRobert & Carla ClarkJoan PrestonJohn & Betty McCainPatrick HanlonJaneCynthia McPhersonFaegh Pouladian-KanRobert JohnsonSusan Johnson deceasedDennis M. Gallaher Trust Agreementdated11991Michetle Baufield FamilY TrustKurt LaBaufield FamilTrustDouglas & Concetta MertzPaul & Diane HansonElizabeth Fahning PROPERTY ADDRESS17460 Haralson DriveEden Prairie, MN 5534717461Haralson DriveEden Prairie, MN 5534717462 Haralson DriveEden Prairie, MN 5534717463 Haralson DriveEden Prairie, MN 5534717474 Haralson DriveEden Prairie, MN 5534717475 Haralson DriveEden Prairie, MN 5534717476 Haralson DriveEden Prairie, MN 5534717477 Haralson DriveEden Prairie, MN 5534717489 Haralson DriveEden Prairie, MN 55347 -17491Haralson DriveEden Prairie, MN 5534717494 Haralson DriveEdenMN 5534717496 Haralson DriveEdenMN s534717503 Haralson DriveEdenMN 5534717505 Haralson DriveEden Prairie, MN 55347-17508 Haralson DriveEdenMN 5534717510 Haralson DriveEdenMN 5534717517 Haralson DriveEdenMN 5534717519 Haralson DriveEden Prairie, MN 5534717522 Haralson DriveEdenMN 5534717524 Haralson DriveEdenMN 5534717531Haralson DriveEden PrairieMN 5534717533 Haralson DriveEdenMN 55347OWNERNAMEClarice EpsteinZhining ChinYe TaoDennis & JeanNyboRobert & Nancy HebrinkPamela FrenchTimothy GilesTom BergEileen JacobsonMichael & Susan BeckerGreg & Mary TillShelby & Sidney PetersThe Boranian Family 2005 TrustJerry & Merrily SmaleRichard & Sharon StaatThomas & Jodie WoodrowSteven & Annette KuYPerTom & Stephanie MichelJohn AshworthRebecca BrustadBrenda JohnstonDean & Barbara BrasserDan & Suzanne SanitiAl & Julia ParedesMaureen Puppe City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.I. Department: Public Works/Engineering – Carter Schulze, City Engineer ITEM DESCRIPTION Approve Professional Services Agreement with Erickson Engineering Co., LLC for 2026-2027 Bridge Safety Inspection Services in the amount of $44,640.00 REQUESTED ACTION Move to: Approve Professional Services Agreement with Erickson Engineering Co., LLC for 2026-2027 Bridge Safety Inspection Services in the amount of $44,640.00 SUMMARY This agreement provides bridge safety inspection services for 40 bridges currently on MnDOT’s Structural Information Management System (SIMS) inventory. Any bridge or structure within public right-of-way with a span of at least ten feet is required to be inspected annually or bi- annually. These safety inspections provide documentation of any damaged or deteriorated components and will recommend any necessary remedial action. ATTACHMENT Agreement UHY  $JUHHPHQWIRU3URIHVVLRQDO6HUYLFHV   7KLV$JUHHPHQW ³$JUHHPHQW´ LVPDGHRQWKLVWKGD\RI6HSWHPEHUEHWZHHQWKH&LW\RI (GHQ3UDLULH0LQQHVRWDDPXQLFLSDOFRUSRUDWLRQ KHUHLQDIWHU³&LW\´ ZKRVHEXVLQHVVDGGUHVVLV 0LWFKHOO5RDG(GHQ3UDLULH01DQG(ULFNVRQ(QJLQHHULQJ&2//&D0LQQHVRWD &RUSRUDWLRQ KHUHLQDIWHU³&RQVXOWDQW´ ZKRVHEXVLQHVVDGGUHVVLV:WK6W6XLWH(GHQ 3UDLULH01  3UHOLPLQDU\6WDWHPHQW  7KH&LW\KDVDGRSWHGDSROLF\UHJDUGLQJWKHVHOHFWLRQDQGKLULQJRIFRQVXOWDQWVWRSURYLGHDYDULHW\ RISURIHVVLRQDOVHUYLFHVIRU&LW\SURMHFWV7KDWSROLF\UHTXLUHVWKDWSHUVRQVILUPVRUFRUSRUDWLRQV SURYLGLQJ VXFK VHUYLFHV HQWHU LQWR ZULWWHQ DJUHHPHQWV ZLWK WKH &LW\  7KH SXUSRVH RI WKLV $JUHHPHQWLVWRVHWIRUWKWKHWHUPVDQGFRQGLWLRQVIRUWKHSURYLVLRQRISURIHVVLRQDOVHUYLFHVE\ &RQVXOWDQWIRU%ULGJH,QVSHFWLRQVKHUHLQDIWHUUHIHUUHGWRDVWKH³:RUN´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±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¶VSURMHFWQXPEHUDQGDSURJUHVV VXPPDU\VKRZLQJWKHRULJLQDO RUDPHQGHG DPRXQWRIWKHFRQWUDFWFXUUHQWELOOLQJ SDVWSD\PHQWVDQGXQH[SHQGHGEDODQFHRIWKHFRQWUDFW   E 6XVSHQGHG:RUN,IDQ\ZRUNSHUIRUPHGE\WKH&RQVXOWDQWLVVXVSHQGHGLQZKROH RULQSDUWE\WKH&LW\WKH&RQVXOWDQWVKDOOEHSDLGIRUDQ\VHUYLFHVVHWIRUWKRQ %ULGJH,QVSHFWLRQV±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±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¶V LQVXUDQFH GRHV QRWDIIRUGFRYHUDJHRQEHKDOIRI VXEFRQWUDFWRUV &RQVXOWDQWPXVWUHTXLUHDQGYHULI\WKDWDOOVXEFRQWUDFWRUVPDLQWDLQLQVXUDQFHPHHWLQJ DOOWKHUHTXLUHPHQWVRIWKLVSDUDJUDSKDQG&RQVXOWDQWPXVWLQFOXGHLQLWVFRQWUDFW ZLWKVXEFRQWUDFWRUVWKHUHTXLUHPHQWWKDWWKH&LW\EHOLVWHGDVDQDGGLWLRQDOLQVXUHGRQ LQVXUDQFH UHTXLUHG IURP VXEFRQWUDFWRUV ,Q VXFK FDVH SULRU WRD VXEFRQWUDFWRU SHUIRUPLQJDQ\:RUNFRYHUHGE\WKLV$JUHHPHQW&RQVXOWDQWPXVW L SURYLGHWKH&LW\ ZLWKDFHUWLILFDWHRILQVXUDQFHLVVXHGE\WKHVXEFRQWUDFWRU¶VLQVXUDQFHDJHQWLQGLFDWLQJ WKDWWKH&LW\LVDQDGGLWLRQDOLQVXUHGRQWKHVXEFRQWUDFWRU¶VLQVXUDQFHSROLF\DQG LL  VXEPLWWRWKH&LW\DFRS\RI&RQVXOWDQW¶VDJUHHPHQWZLWKWKHVXEFRQWUDFWRUIRUSXUSRVHV RIWKH&LW\¶VUHYLHZRIFRPSOLDQFHZLWKWKHUHTXLUHPHQWVRIWKLVSDUDJUDSK  F&RQVXOWDQWVKDOOSURFXUHDQGPDLQWDLQWKHIROORZLQJPLQLPXPLQVXUDQFHFRYHUDJHVDQG OLPLWVRIOLDELOLW\IRUWKH:RUN  :RUNHU¶V&RPSHQVDWLRQ 6WDWXWRU\/LPLWV  (PSOR\HU¶V/LDELOLW\  HDFKDFFLGHQW GLVHDVHSROLF\OLPLW GLVHDVHHDFKHPSOR\HH  &RPPHUFLDO*HQHUDO SURSHUW\GDPDJHDQGERGLO\ /LDELOLW\  LQMXU\SHURFFXUUHQFH  JHQHUDODJJUHJDWH  3URGXFWV±&RPSOHWHG2SHUDWLRQV $JJUHJDWH %ULGJH,QVSHFWLRQV±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¶V UHVSRQVLELOLW\WRSD\DQ\UHWHQWLRQRUGHGXFWLEOHIRUWKHSURIHVVLRQDOOLDELOLW\LQVXUDQFH &RQVXOWDQWDJUHHVWRPDLQWDLQWKHSURIHVVLRQDOOLDELOLW\LQVXUDQFHIRUDPLQLPXPRIWZR  \HDUVIROORZLQJWHUPLQDWLRQRIWKLV$JUHHPHQW  I&RQVXOWDQW VKDOO PDLQWDLQ ³VWRS JDS´ FRYHUDJH LI &RQVXOWDQW REWDLQV :RUNHUV¶ &RPSHQVDWLRQFRYHUDJHIURPDQ\VWDWHIXQGLI(PSOR\HU¶VOLDELOLW\FRYHUDJHLVQRW DYDLODEOH  J$OO SROLFLHV H[FHSW WKH :RUNHU¶V &RPSHQVDWLRQ 3ROLF\ $XWRPRELOH 3ROLF\ DQG 3URIHVVLRQDO/LDELOLW\3ROLF\VKDOOQDPHWKH³&LW\RI(GHQ3UDLULH´DVDQDGGLWLRQDO LQVXUHGLQFOXGLQJSURGXFWVDQGFRPSOHWHGRSHUDWLRQV  K$OOSROLFLHVH[FHSWWKH3URIHVVLRQDO/LDELOLW\3ROLF\VKDOODSSO\RQD³SHUSURMHFW´ EDVLV  L$OO*HQHUDO/LDELOLW\SROLFLHV$XWRPRELOH/LDELOLW\SROLFLHVDQG8PEUHOODSROLFLHV VKDOOFRQWDLQDZDLYHURIVXEURJDWLRQLQIDYRURIWKH&LW\  M$OO SROLFLHV H[FHSW IRU WKH :RUNHU¶V &RPSHQVDWLRQ 3ROLF\ DQG WKH 3URIHVVLRQDO /LDELOLW\3ROLF\VKDOOEHSULPDU\DQGQRQFRQWULEXWRU\  N$OOSROLFHVH[FHSWWKH:RUNHU¶V&RPSHQVDWLRQ3ROLF\DQGWKH3URIHVVLRQDO/LDELOLW\ 3ROLF\VKDOOLQVXUHWKHGHIHQVHDQGLQGHPQLW\REOLJDWLRQVDVVXPHGE\&RQVXOWDQWXQGHU WKLV $JUHHPHQW  7KH 3URIHVVLRQDO /LDELOLW\ SROLF\ VKDOO LQVXUH WKH LQGHPQLW\ %ULGJH,QVSHFWLRQV±(ULFNVRQ(QJLQHHULQJ 3DJHRI UHY  REOLJDWLRQVDVVXPHGE\&RQVXOWDQWXQGHUWKLV$JUHHPHQWH[FHSWZLWKUHVSHFWWRWKH OLDELOLW\IRUORVVRUGDPDJHUHVXOWLQJIURPWKHQHJOLJHQFHRUIDXOWRIDQ\RQHRWKHUWKDQ WKH&RQVXOWDQWRURWKHUVIRUZKRPWKH&RQVXOWDQWLVOHJDOO\OLDEOH  O&RQVXOWDQWDJUHHVWRPDLQWDLQDOOFRYHUDJHUHTXLUHGKHUHLQWKURXJKRXWWKHWHUPRIWKH $JUHHPHQWDQGIRUDPLQLPXPRIWZR  \HDUVIROORZLQJ&LW\¶VZULWWHQDFFHSWDQFHRI WKH:RUN  P,W VKDOO EH &RQVXOWDQW¶V UHVSRQVLELOLW\ WR SD\ DQ\ UHWHQWLRQ RU GHGXFWLEOH IRU WKH FRYHUDJHVUHTXLUHGKHUHLQ  Q$OO SROLFLHV VKDOO FRQWDLQ D SURYLVLRQ RU HQGRUVHPHQW WKDW FRYHUDJHV DIIRUGHG WKHUHXQGHUVKDOOQRWEHFDQFHOOHGRUQRQUHQHZHGRUUHVWULFWLYHPRGLILFDWLRQVDGGHG ZLWKRXWWKLUW\  GD\V¶SULRUQRWLFHWRWKH&LW\H[FHSWWKDWLIWKHFDQFHOODWLRQRUQRQ UHQHZDOLVGXHWRQRQSD\PHQWWKHFRYHUDJHVPD\QRWEHWHUPLQDWHGRUQRQUHQHZHG ZLWKRXWWHQ  GD\V¶SULRUQRWLFHWRWKH&LW\  R&RQVXOWDQW VKDOO PDLQWDLQ LQ HIIHFW DOO LQVXUDQFH FRYHUDJHV UHTXLUHG XQGHU WKLV 3DUDJUDSKDW&RQVXOWDQW¶VVROHH[SHQVHDQGZLWKLQVXUDQFHFRPSDQLHVOLFHQVHGWRGR EXVLQHVVLQWKHVWDWHLQ0LQQHVRWDDQGKDYLQJDFXUUHQW$0%HVWUDWLQJRIQROHVVWKDQ $XQOHVVVSHFLILFDOO\DFFHSWHGE\&LW\LQZULWLQJ  S$ FRS\ RI WKH &RQVXOWDQW¶V &HUWLILFDWH RI ,QVXUDQFH ZKLFK HYLGHQFHV WKH FRPSOLDQFHZLWKWKLV3DUDJUDSKPXVWEHILOHGZLWK&LW\SULRUWRWKHVWDUWRI &RQVXOWDQW¶V:RUN8SRQUHTXHVWDFRS\RIWKH&RQVXOWDQW¶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¶VULJKWWRHQIRUFHWKH WHUPVRI&RQVXOWDQW¶VREOLJDWLRQVKHUHXQGHU&LW\UHVHUYHVWKHULJKWWRH[DPLQHDQ\ SROLF\SURYLGHGIRUXQGHUWKLVSDUDJUDSK  T(IIHFWRI&RQVXOWDQW¶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±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¶VIHHVSDLGLQFXUUHG RUIRUZKLFKLWPD\EHOLDEOHUHVXOWLQJIURPDQ\EUHDFKRIWKLV$JUHHPHQWE\&RQVXOWDQW LWVDJHQWVFRQWUDFWRUVDQGHPSOR\HHVRUDQ\QHJOLJHQWRULQWHQWLRQDODFWRURPLVVLRQ SHUIRUPHGWDNHQRUQRWSHUIRUPHGRUWDNHQE\&RQVXOWDQWLWVDJHQWVFRQWUDFWRUVDQG HPSOR\HHV UHODWLYH WR WKLV $JUHHPHQW 1RWZLWKVWDQGLQJ WKH IRUHJRLQJ &RQVXOWDQW¶V REOLJDWLRQWRGHIHQGWKH&LW\ZLOOQRWDSSO\WRFODLPVFRYHUHGE\&RQVXOWDQW¶VSURIHVVLRQDO OLDELOLW\LQVXUDQFH&LW\ZLOOLQGHPQLI\DQGKROG&RQVXOWDQWKDUPOHVVIURPDQGDJDLQVWDQ\ ORVVIRULQMXULHVRUGDPDJHVDULVLQJRXWRIWKHQHJOLJHQWDFWVRIWKH&LW\LWVRIILFHUVDJHQWV RUHPSOR\HHV  2ZQHUVKLS RI 'RFXPHQWV$OOSODQVGLDJUDPVDQDO\VHV UHSRUWV DQG LQIRUPDWLRQ JHQHUDWHGLQFRQQHFWLRQZLWKWKHSHUIRUPDQFHRIWKH$JUHHPHQW ³,QIRUPDWLRQ´ VKDOO EHFRPHWKHSURSHUW\RIWKH&LW\EXW&RQVXOWDQWPD\UHWDLQFRSLHVRIVXFKGRFXPHQWVDV UHFRUGVRIWKHVHUYLFHVSURYLGHG7KH&LW\PD\XVHWKH,QIRUPDWLRQIRULWVSXUSRVHVDQGWKH &RQVXOWDQWDOVRPD\XVHWKH,QIRUPDWLRQIRULWVSXUSRVHV8VHRIWKH,QIRUPDWLRQIRUWKH SXUSRVHVRIWKHSURMHFWFRQWHPSODWHGE\WKLV$JUHHPHQW ³3URMHFW´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±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¶VSXEOLFSXUSRVHPLVVLRQDQGVKDOOEHFRQVWUXHGLQWHUSUHWHGDQG DSSOLHGSXUVXDQWWRDQGLQFRQIRUPDQFHZLWKWKH&LW\ VSXEOLFSXUSRVHPLVVLRQ7KHHQWLUH DJUHHPHQWRIWKHSDUWLHVLVFRQWDLQHGKHUHLQ7KLV&RQWUDFWVXSHUVHGHVDOORUDODJUHHPHQWV DQGQHJRWLDWLRQVEHWZHHQWKHSDUWLHVUHODWLQJWRWKHVXEMHFWPDWWHUKHUHRIDVZHOODVDQ\ SUHYLRXVDJUHHPHQWVSUHVHQWO\LQHIIHFWEHWZHHQWKHSDUWLHVUHODWLQJWRWKHVXEMHFWPDWWHU KHUHRI$Q\DOWHUDWLRQVDPHQGPHQWVGHOHWLRQVRUZDLYHUVRIWKHSURYLVLRQVRIWKLV %ULGJH,QVSHFWLRQV±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†&VXEGWKHERRNV UHFRUGVGRFXPHQWVDQGDFFRXQWLQJSURFHGXUHVDQGSUDFWLFHVRIWKH&RQVXOWDQWRURWKHU SDUWLHVUHOHYDQWWRWKLV$JUHHPHQWDUHVXEMHFWWRH[DPLQDWLRQE\WKH&LW\DQGHLWKHUWKH %ULGJH,QVSHFWLRQV±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³0*'3$´ ,QDFFRUGDQFHZLWK0LQQ6WDW †VXEGWRWKHH[WHQWWKLV$JUHHPHQWUHTXLUHV&RQWUDFWRUWRSHUIRUPDQ\IXQFWLRQ RIWKH&LW\DOOJRYHUQPHQWGDWDDVGHILQHGLQ0LQQ6WDW†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rickson Engineering Vice President %ULGJH,QVSHFWLRQV±(ULFNVRQ(QJLQHHULQJ 3DJHRI UHY  (;+,%,7$ 4XRWH3URSRVDO6FRSHRI6HUYLFHV City of Eden Prairie – 2026 / 2027 Bridge Safety InspectionsErickson Engineering Co., LLC, Engineering Services Agreement 25062 Page 1 of 3 CONTENTS A PROJECT DESCRIPTION....................................................................................................................................1 B SERVICES ............................................................................................................................................................1 1.0 Bridge Safety Inspections........................................................................................................................1 C COMPENSATION.................................................................................................................................................2 D TIMELINE..............................................................................................................................................................3 E TIME AND MATERIALS RATES..........................................................................................................................3 A PROJECT DESCRIPTION The City of Eden Prairie has 40 bridges listed on MnDOT’s Structure Information Management System (SIMS) bridge inventory that require safety inspections during 2026 / 2027 inspection cycle. The bridges are on either 12-month or 24-month inspection intervals and consist of a variety of structure types including steel beam, steel truss, concrete slab, prestressed quad tee beam, concrete box culvert, steel pipe culvert, and steel pipe-arch culvert. Erickson Engineering is proposing to perform the bridge safety inspections in accordance with MnDOT and National Bridge Inspection Standards (NBIS) regulations. Erickson Engineering will perform the necessary inspections for calendar years 2026 and 2027. The City of Eden Prairie will serve as Program Administrator. B SERVICES In this document, “Client” refers to the City of Eden Prairie and “Consultant” refers to Erickson Engineering Co., LLC. The Consultant agrees to provide the following services to the Client in connection with the aforementioned project, according to the terms of this agreement. 1.0 Bridge Safety Inspections 1.1 The Consultant shall conduct routine safety inspections for a total of 40 bridges as identified in the Inspection Forecast Report for calendar years 2026 and 2027. The Consultant will also EXHIBIT A ENGINEERING SERVICES AGREEMENT between CITY OF EDEN PRAIRIE and ERICKSON ENGINEERING CO., LLC for performing bridge safety inspections for 40 bridges during the 2026/2027 inspection cycle Erickson Engineering Agreement 25062, August 27, 2025 Erickson Engineering Co., LLC9531W 78th St – Ste 100Eden Prairie, MN 55344 ph 952-929-6791fx952-929-2909 info@ericksonengineering.comwww.ericksonengineering.com Tom Wilson, P.E., Vice President612-249-0839twilson@ericksonengineering.com ERICKSON ENGINEERING City of Eden Prairie 2026 / 2027 Bridge Safety Inspections Erickson Engineering Co., LLC, Engineering Services Agreement 25062 Page 2 of 3 perform initial safety inspections for the new structures replacing bridges R0800 and R0801. The inspections will be performed by a Certified Team Leader in accordance with MnDOT and National Bridge Inspection Standards (NBIS) regulations. Inspections will be performed according to due dates listed in the Inspection Forecast Report. If appropriate, the Consultant will determine if any structures are eligible for a change of inspection frequency, and if so, submit an inspection frequency change request to the MnDOT Bridge Management Unit. 1.2 Management System (SIMS). After the Team Leader completes the inspection reports, the Program Administrator will be notified that the reports are ready to be reviewed / approved in SIMS. The bridge inspection reports will include: Documentation of bridge element deficiencies Written notation of observations and correction of any errors noticed from previous inspections Digital photos of each structure Recommended maintenance activities and schedule 1.3 If the Team Leader determines there are significant repairs needed on a bridge, a separate document will be submitted to the Program Administrator detailing recommended maintenance / repair activities. 1.4 The Consultant will provide project management during the inspection and report preparation. Specific duties will include: Coordinate with Team Leader on schedule to ensure inspections and reports are completed by due dates Review inspection reports before submittal to Program Administrator Keep Client informed of inspection schedule and when inspection reports are ready for review C COMPENSATION Compensation in full for the work described in section B Services will be on a Cost Plus (Time and Materials) basis, which includes profit. Section E shows Time and Materials rates, and these rates are a part of this agreement. Fees and payment for services listed in this agreement will be as follows: City of Eden Prairie – 2026 / 2027 Bridge Safety Inspections Erickson Engineering Co., LLC, Engineering Services Agreement 25062 Page 3 of 3 Engr ManagerTeam Leader2026-2027 Bridge Safety Inspections City of Eden Prairie, MN Erickson Engineering Co., LLC Services Rate$190.00$160.00Hours Fee 1.1 90 90 $14,400.00 1.2, 1.3 164 164 $26,240.00 1.4 20 20 $3,800.00 20 254 274 $44,440.00 $200.00 $44,640.00 Mileage Total Not-to Exceed Fee: Project Management Subtotal / Hours Bridge Inspections Bridge Inspection Reports, Photos, Maintenance Recommendations D TIMELINE TASK COMPLETION DATE 1.1o1.4 Bridge Safety Inspections ..................................................................... November 2027 E TIME AND MATERIALS RATES TITLE RATE / HR Engineering Manager / Principal $ 175.00 - $ 200.00 Senior Project Engineer / Project Manager $ 140.00 - $ 175.00 Project Engineer $ 110.00 - $ 140.00 Design Engineer $ 95.00 - $ 110.00 Senior Technician $ 120.00 - $ 151.00 Engineering Technician $ 90.00 - $ 110.00 Certified Inspector $ 110.00 - $ 160.00 Mileage Rate $ 0.70 / mile Meals $ 50.00 per diem, per person Lodging $ Actual Cost (room charge / night) Rates may be adjusted annually to reflect cost of living increases. City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.J. Department: Parks and Recreation ITEM DESCRIPTION The City sent out a Request for Proposals to five contractors and received quotes from two for invasive species management and ecological restoration at Birch Island Woods Conservation Area. Of the two quotes received, Landbridge Ecological was the lowest. REQUESTED ACTION Approve Standard Agreement for Contracted Services with Landbridge Ecological, LCC. in the amount not to exceed $21,804.44 for the conversion and maintenance of the native conversion planting areas. SUMMARY The City recently received the Hennepin County Good Steward Grant to continue efforts to restore the woodland within Birch Island Woods Conservation Area (BIWCA). A partnership between Friends of Eden Prairie Parks, City staff, and ICWC have helped spearhead restoration efforts within BIWCA. This project will restore the 3 acres north of the parking lot, which will connect with the efforts being made at Camp Edenwood. Additionally, City staff will seed a diverse seed mix that will benefit pollinators. City staff have worked with Landbridge recently and feel confident in their ability to accomplish this work. See the bid result summary below: Summary of Bids: Native Resource Preservation $23,103.75 Landbridge $21,804.44 ATTACHMENTS Standard Agreement for Contracted Services with Landbridge Ecological, LCC. Page 1 of 16 City of Eden Prairie Birch Island C.A. – Phase 1 Request for Proposals Submission: Bids shall be submitted electronically to kwittner@edenprairie.org before August 29, 2025, by 12 pm to be considered. Questions Due August 22 City Responds to questions August 25 Pre-Bid Meeting Available Upon Request until August 22 Project Manager: Karli Wittner, Forestry & Natural Resources Supervisor Ph: 952-949-8463 - kwittner@edenprairie.org 15150 Technology Drive, Eden Prairie, MN 55344 Page 2 of 16 City of Eden Prairie Requirements for Contract Services Preliminary Statement The City has adopted a policy regarding the selection and hiring of contractors to provide a variety of services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Agreement is to set forth the terms and conditions for the provision of services by Contractor for the above ‘City of Eden Prairie Birch Island C.A. –Phase 1’ hereinafter referred to as the "Work". The City and Contractor agree as follows: 1.Scope of Work. The Contractor agrees to provide, perform and complete all the provisions of the Work in accordance with attached Exhibit A. Any general or specific conditions, terms, agreements, consultant or industry proposal, or contract terms attached to or a part of Exhibit A are declined in full and, accordingly, are deleted and shall not be in effect in any manner. 2.Effective Date and Term of Agreement. This Agreement shall become effective as of the date both the City and Contractor sign the contract. The work shall be completed December 1, 2027. 3.Obligations of Contractor. Contractor shall conform to the following obligations: a. Contractor shall provide the materials and services as set forth in Exhibit A, Exhibit B, and Exhibit C. b. Contractor’s personnel must be neat appearing, wear a uniform and badge that clearly identifies them as a service contractor, and abide by City’s no smoking policies. c. Contractor must honor the City’s request to reassign an employee for cause. Cause may include performance below acceptable standards or failure to present the necessary image or attitude, in the judgment of the owner, to present a first class operation. 4.City’s Obligations. City will do or provide to Contractor the following: a. Provide access to City properties as appropriate. 5.Compensation for Services. City agrees to pay the Contractor not to exceed $21,804.44 as full and complete payment for the labor, materials and services rendered pursuant to this Agreement and as described in Exhibit A, Exhibit B, & Exhibit C. a. Any changes in the scope of the work which may result in an increase to the compensation due to the Contractor shall require prior written approval by an authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. b. If Contractor is delayed in performance due to any cause beyond its reasonable control, including but not limited to strikes, riots, fires, acts of God, governmental actions, actions of a third party, or actions or inactions of City, the time for performance shall be extended by a period of time lost by reason of the delay. Contractor will be entitled to payment for its reasonable additional charges, if any, due to the delay. 6.Method of Payment. a. Contractor shall prepare and submit to City itemized invoices setting forth work performed under this Agreement. Invoices submitted shall be paid in the same manner as other claims made to the City. Page 3 of 16 b.Claims. By making the claim for payment, the person making the claim is declaring that the account, claim, or demand is just and correct and that no part of it has been paid. c.No fuel surcharges or surcharges of any kind will be accepted nor will they be paid. 4.Project Manager. The Contractor shall designated a Project Manager and notify the City in writing of the identity of the Project Manager before starting work on the Project. The Project Manager shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Contractor may not remove or replace the Project Manager without the approval of the City. 5.Standard of Care. Contractor shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. Contractor shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Contractor's breach of this standard of care. Contractor shall put forth reasonable efforts to complete its duties in a timely manner. Contractor shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. Contractor shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. 6.Insurance. a.General Liability. Prior to starting the Work, Contractor shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of operations by Contractor or by any subcontractor or by anyone employed by any of them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, or required by law. b.Contractor shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Worker’s Compensation Statutory Limits Employer’s Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General $1,000,000 property damage and bodily Liability injury per occurrence $2,000,000 general aggregate Page 4 of 16 $2,000,000 Products – Completed Operations Aggregate $100,000 fire legal liability each occurrence $5,000 medical expense Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Umbrella or Excess Liability $1,000,000 c.Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. d.Contractor shall maintain “stop gap” coverage if Contractor obtains Workers’ Compensation coverage from any state fund if Employer’s liability coverage is not available. e.All policies, except the Worker’s Compensation Policy, shall name the “City of Eden Prairie” as an additional insured. f.All policies, except the Worker’s Compensation Policy, Automobile Policy, and Professional Liability Policy, shall name the “City of Eden Prairie” as an additional insured including products and completed operations. g.All polices shall contain a waiver of subrogation in favor of the City. h.All General Liability policies, Automobile Liability policies, and Umbrella policies shall contain a waiver of subrogation in favor of the City. i.All polices, except the Worker’s Compensation Policy, shall insure the defense and indemnity obligations assumed by Contractor under this Agreement. Page 5 of 16 j.Contractor agrees to maintain all coverage required herein throughout the term of the Agreement and for a minimum of two (2) years following City’s written acceptance of the Work. k.It shall be Contractor’s responsibility to pay any retention or deductible for the coverages required herein. l.All policies shall contain a provision or endorsement that coverages afforded thereunder shall not be cancelled or non-renewed or restrictive modifications added, without thirty (30) days’ prior notice to the City, except that if the cancellation or non-renewal is due to non-payment, the coverages may not be terminated or non-renewed without ten (10) days’ prior notice to the City. m.Contractor shall maintain in effect all insurance coverages required under this Paragraph at Contractor’s sole expense and with insurance companies licensed to do business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless specifically accepted by City in writing. n.A copy of the Contractor’s Certificate of Insurance which evidences the compliance with this Paragraph, must be filed with City prior to the start of Contractor’s Work. Upon request a copy of the Contractor’s insurance declaration page, Rider and/or Endorsement, as applicable shall be provided. Such documents evidencing Insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Contractor has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate of Insurance, declaration page, Rider, Endorsement or certificates or other evidence of insurance, or to advise Contractor of any deficiencies in such documents and receipt thereof shall not relieve Contractor from, nor be deemed a waiver of, City’s right to enforce the terms of Contractor’s obligations hereunder. City reserves the right to examine any policy provided for under this paragraph. o.Effect of Contractor’s Failure to Provide Insurance. If Contractor fails to provide the specified insurance, then Contractor will defend, indemnify and hold harmless the City, the City's officials, agents and employees from any loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Contractor, its subcontractors, agents, employees or delegates. Contractor agrees that this indemnity shall be construed and applied in favor of indemnification. Contractor also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity Page 6 of 16 will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity, the City may require Contractor to: i.Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii.Furnish a written acceptance of tender of defense and indemnity from Contractor's insurance company. Contractor will take the action required by the City within fifteen (15) days of receiving notice from the City. 7.Indemnification. Contractor will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney’s fees paid, incurred or for which it may be liable resulting from any breach of this Agreement by Contractor, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Contractor, its agents, contractors and employees, relative to this Agreement. City will indemnify and hold Contractor harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 8.Warranty. The Contractor expressly warrants and guarantees to the City that all Work performed and all materials furnished shall be in accord with the Agreement and shall be free from defects in materials, workmanship, and operation which appear within a period of one year, or within such longer period as may be prescribed by law or in the terms of the Agreement, from the date of City’s written acceptance of the Work. The City’s rights under the Contractor’s warranty are not the City’s exclusive remedy. The City shall have all other remedies available under this Agreement, at law or in equity. Should any defects develop in the materials, workmanship or operation of the system within the specified period, upon notice from the City, the Contractor agrees, within ten (10) calendar days after receiving written notice and without expense to the City, to repair, replace and in general to perform all necessary corrective Work with regard to the defective or nonconforming Work or materials to the satisfaction of the City. THE FOREGOING SHALL NOT IN ANY MANNER LIMIT THE CITY’S REMEDY OR THE CONTRACTOR’S LIABILITY TO THOSE DEFECTS APPEARING WITHIN THE WARRANTY PERIOD. The Contractor agrees to perform the Work in a manner and at a time so as to minimize any damages sustained by the City and so as to not interfere with or in any way disrupt the operation of the City or the public. The corrective Work referred to above shall include without limitation, (a) the cost of removing the defective or nonconforming Work and materials from the site, (b) the cost of correcting all Work of Page 7 of 16 other Contractors destroyed or damaged by defective or nonconforming Work and materials including the cost of removal of such damaged Work and materials form the site, and (c) the cost of correcting all damages to Work of other Contractors caused by the removal of the defective or nonconforming Work or materials. The Contractor shall post bonds to secure the warranties. 9.Termination. a.This Agreement may be terminated at any time by either party for breach or non-performance of any provision of this Agreement in accordance with the following. The party (“notifying party”) who desires to terminate this Agreement for breach or non-performance of the other party (“notified party”) shall give the notified party notice in writing of the notifying party’s desire to terminate this Agreement describing the breach or non-performance of this Agreement entitling it to do so. The notified party shall have five (5) days from the date of such notice to cure the breach or non-performance. Upon failure of the notified party to do so, this Agreement shall automatically terminate. b.Upon the termination of this Agreement, whether by expiration of the original or any extended term or terms hereof, or for any other reason, Contractor shall have the right, within a reasonable time after such termination to remove from City’s premises any and all of Contractor’s equipment and other property. Except for liability resulting from acts or omissions of a party, arising, taken or omitted prior to such termination, the rights and obligations of each party resulting from this Agreement shall cease upon such termination. Any prior liability of a party shall survive termination of this Agreement. c.In the event of dissolution, termination of existence, insolvency, appointment of a receiver, assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency law, or the service of any warrant, attachment, levy or similar process involving Contractor, City may, at its option in addition to any other remedy to which City may be entitled, immediately terminate this Agreement by notice to Contractor, in which event, this Agreement shall terminate on the notice becoming effective. 10.Independent Contractor. Contractor is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall deem necessary and appropriate for the performance of its obligations pursuant to this Agreement, who shall be employees, and under the direction, of Contractor and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Contractor an employee of the City. Page 8 of 16 11.Mediation. Each dispute, claim or controversy arising from or related to this agreement shall be subject to mediation as a condition precedent to initiating arbitration or legal or equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the American Arbitration Association and the other party. No arbitration or legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. Cost of mediation shall be shared equally between the parties. Mediation shall be held in the City of Eden Prairie unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. GENERAL TERMS AND CONDITIONS 15.Assignment. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. 16.Compliance with Laws and Regulations. In providing services hereunder, the Contractor shall abide by statutes, ordinances, rules, and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules and regulations pertaining to the services to be provided shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. 17.Conflicts. No salaried officer or employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision renders the Agreement void. 18.Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. 19.Damages. In the event of a breach of this Agreement by the City, Contractor shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 20.Employees. Contractor agrees not to hire any employee or former employee of City and City agrees not to hire any employee or former employee of Contractor prior to termination of this Agreement and for one (1) year thereafter, without prior written consent of the former employer in each case. Page 9 of 16 21.Enforcement. The Contractor shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the term of this Agreement or thereafter of any of the rights or remedies of the City under this Agreement. 22.Entire Agreement, Construction, Application and Interpretation. This Agreement is in furtherance of the City’s public purpose mission and shall be construed, interpreted, and applied pursuant to and in conformance with the City's public purpose mission. The entire agreement of the parties is contained herein. This Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 23.Governing Law. This Agreement shall be controlled by the laws of the State of Minnesota. 24.Non-Discrimination. During the performance of this Agreement, the Contractor shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Contractor shall post in places available to employees and applicants for employment, notices setting forth the provision of this non-discrimination clause and stating that all qualified applicants will receive consideration for employment. The Contractor shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Contractor further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 25.Notice. Any notice required or permitted to be given by a party upon the other is given in accordance with this Agreement if it is directed to either party by delivering it personally to an officer of the party, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed to the address listed on page 1 hereof. Notices shall be deemed effective on the earlier of the date of receipt or the date of mailing or deposit as aforesaid, provided, however, that if notice is given by mail or deposit, that the time for response to any notice by the other party shall commence to run one business day after any such mailing or deposit. A party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. Page 10 of 16 26.Rights and Remedies. The duties and obligations imposed by this Agreement and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 27.Services Not Provided For. No claim for services furnished by the Contractor not specifically provided for herein shall be honored by the City. 28.Severability. The provisions of this Agreement are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Agreement. 29.Statutory Provisions. a.Audit Disclosure. The books, records, documents and accounting procedures and practices of the Contractor or other parties relevant to this Agreement are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. b.Data Practices. Any reports, information, or data in any form given to, or prepared or assembled by the Contractor under this Agreement which the City requests to be kept confidential, shall not be made available to any individual or organization without the City's prior written approval. This Agreement is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd 7, which is created, collected, received, stored, used, maintained, or disseminated by Contractor in performing any of the functions of the City during performance of this Agreement is subject to the requirements of the Data Practice Act and Contractor shall comply with those requirements as if it were a government entity. All subcontracts entered into by Contractor in relation to this Agreement shall contain similar Data Practices Act compliance language. 30.Waiver. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement. Executed as of the day and year first written above. CITY OF EDEN PRAIRIE Mayor City Manager CONTRACTOR Page 11 of 16 Page 12 of 16 Exhibit A 1)SCOPE OF WORK 1.City of Eden Prairie proposes to hire an ecological restoration contractor to manage invasive species in an Oak-Basswood Forest (3 acres) at Birch Island Woods Conservation Area (6410 Indian Chief Rd, Eden Prairie MN 55346). Work has secured funding for Fall 2025 to December 2026 with possibility to extend to December 2027 1.Background: The City completed initial removal of buckthorn and dead ash in March 2024. That April the buckthorn replacement mix was seeded. Some follow-up treatment of buckthorn had been done in the summer 2024. Current conditions, second year buckthorn regrowth, large patch of garlic mustard on the NW end, and about 25% native cover. Invasive species found on site include: buckthorn, honeysuckle, motherswort, garlic mustard, and burdock. 2.Contractors will provide a breakdown of costs in their proposal with a timeline and associated activity. Invasive species management must begin this fall 2025 and include at least 3 site visits each year targeting non-native species. Overwinter, further buckthorn & other non-native woody removal can be completed with a forestry mower. Site maps can be found in Exhibit B. 2)QUALIFICATIONS 1.Herbicide applicators must be Minnesota Department of Agriculture Commercial certified pesticide applicators. Herbicide application must follow industry standards for temperature and weather conditions, according to label directions and the State of MN Commercial Pesticide Applicator Manual. Label directions must be followed; active ingredient must be of sufficient percentage to effectively kill the target weeds. Herbicide application must follow label instructions and recommendations, and applicator must follow all industry safety standards. 3)SPECIFICATIONS – GENERAL 2.The Contractor is required to meet with the City on site prior to any work beginning on this contract. The pre-bid meeting may count towards this requirement. 3.The Contractor needs to build labor, materials, equipment, and mobilization expenses into their cost per ‘activity’. The City reserves the right to reject any activity in the proposal or request changes. The Contractor will need to include on the invoice the management activity completed, and date work took place. Performance Standards must be met before payment will be issued. 4.Contractor will notify the City’s Project Manager at least 24-hours in advance of when they plan to be on-site. The Contractor must also contact the City’s Project Manager within the first 48 hours of work occurring on this project to confirm that work went as intended. 5.Contractor shall provide a certificate of liability insurance, listing the City of Eden Prairie as a Certificate Holder covering all activities within the scope of the contract performed by the Contractor. The policy must have a single limit liability coverage minimum of $1,000,000. Contractor must provide a certificate of workers compensation coverage prior to starting work. All costs for fuel, parts, equipment, and labor are the contractor’s responsibility. Page 13 of 16 6.Work may only be performed from 7AM-7PM, Monday through Friday, unless prior approval is given by the City’s Project Manager. Work may not occur on holidays recognized by the City of Eden Prairie. 7.For all tasks, follow best management practices to minimize negative impacts including but not limited to soil compaction, rutting, and other soil disturbances; herbicide drift and non-target impacts; disturbance to nesting birds and other wildlife. Any rutting of soils or damage to land must be mitigated before payment will be granted. 8.Vehicles are not allowed on steep slopes (greater than 40% grade). 9.Care should be taken to minimize negative impacts to existing desirable plants using selective herbicides and seasonal timing for spraying. 10.Any machinery/equipment used on this contract must be thoroughly cleaned prior to entering a site to prevent bringing in undesirable seeds. 11.No portion of the work on this contract may be sub-contracted or performed by another contractor other than the contractor listed in this agreement, unless approved by the City. 12.Failure to abide by any of these specifications could result in nonpayment for services or immediate termination of this contract, as decided by the City. 4)SPEFICIATIONS – INVASIVE MANAGEMENT 13.Manage all Undesirable Species by the Contractor such that seedset is reduced or eliminated and the ability of the plant to compete with desirable vegetation is greatly reduced. 14.Avoid herbicide application on windy days and ensure a rain-free period of at least 3 hours after application. 15.Aquatic formula is required when applying within 100 feet of a wetland. Appropriate surfactant is added to herbicides mixes, such as aquatic approved, when applied on or near water unless otherwise approved by the City prior to treatment. 16. Herbicide should be applied when targeted plants are not dormant. This is typically between April and November but varies year to year. 17.Use herbicide dye with herbicide so the City can see what was treated. 18.Herbicide applicators must be able to accurately identify all target plants, particularly common and glossy buckthorn, honeysuckle, and garlic mustard. 19.Forestry Mulcher or similar equipment must only be used when ground is frozen and target undesirable woody plants. 20.All undesirable woody plants greater than 4” DBH (diameter at breast height) not removed by Forestry mulcher must be cut and stumps treated. Page 14 of 16 21.All undesirable woody plants smaller than 4” DBH (diameter at breast height) must cut mechanically. Herbicide applications are acceptable on seedlings. 22.Mowing or other invasive management is acceptable with best management practices. PERFORMANCE STANDARDS Management Task Payment Schedule Performance Standards Corrective Measures Herbicide Application/ Invasives Management Full payment upon completion and achievement of performance standard. 80% of Undesirable Species have been treated and there is visual confirmation of treatment by City Project Manager. All specifications in this contract have been met. Contractor must send crew out to treat missed undesirable species within two weeks after initial application. Contractor will not be paid for additional hours for re-treatment within this time period. After re-inspection and confirmation of completeness by the City, payment will be released for initial visit. Mechanical Control (ex. Forestry Mulcher) Full payment upon completion and achievement of performance standard. 95% of undesirable woodys, such as buckthorn or honeysuckle mulched. Any left standing are cut and treated. Contractor must send a crew out to cut and treat any missed buckthorn within four weeks after initial application. Contractor will not be paid for additional hours for re-treatment within this time period. After re-inspection and confirmation of completeness by the City, payment will be released for initial visit. IMPORTANT NOTE: Any performance standard(s) not met, as determined by the City, shall require correction by Contractor. Method of correction will be discussed with and approved by the City in writing prior to implementation. Corrections shall be implemented by Contractor at Contractor’s expense until all performance standards are me 2.COMMENCEMENT OF WORK, COMPLETION OF WORK, AND INVOICING 24.All work shall be completed by December 1, 2027. 25.The Contractor will need to furnish the City with a list indicating the date the site was worked on, the targeted plant(s), and the management activities completed with each invoice. A copy of the record of all pesticide/herbicide applications shall be submitted to the City. Submitting records with invoices is acceptable. 26.Invoicing for completed work shall not be submitted more frequently than monthly. 27.E- mail invoices to kwittner@edenprairie.org 28.The undersigned, after having personally examined the plans, specifications, for the proposed work, hereby proposes to furnish all labor, materials, equipment, and service necessary for the work outlined in this contract. 29.The undersigned further agrees to fully complete all such work and to maintain the entire work in a proper and workman like manner until approved and accepted by the City’s Project Manager in accordance with this contract.30.The undersigned further proposes to comply with all legal requirements of contractors on public property. 31.It is hereby agreed that the City of Eden Prairie has the right to reject this proposal or to award the work to the undersigned at the prices stipulated. The City of Eden Prairie also reserves the right to increase or decrease the quantity of work as indicated in the original proposal at any time. 0 OOI 0.02 Legend Social Trafs Trails -SoftsJoface Natural ResotKces Management Areas Targeted lreatment of lrwaswe Pant Parks Exhibit B: SITE MAP - Project Area Page 15 of 16 Page 16 of 16 Exhibit C: Quote Total Awarded by the City: $21,804.44 City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.K. Department: Parks and Recreation – Tyler Menden ITEM DESCRIPTION Award Contract for the reconstruction of the trail at Hennepin Town Road to BKJ Land Co II DBA BKJ Excavating REQUESTED ACTION Move to: Award the contract for the reconstruction of the trail at Hennepin Town Road to BKJ Land Co II DBA BKJ Excavating in the amount of $130,979.95 SUMMARY Hennepin Town Road trail is in a failing condition from South of the driveway at 9360 Hennepin Town Road to South Linden Drive. There are several large potholes and large areas of deep scaling. There have been numerous complaints for unsafe conditions for this stretch of trails from residents and users. Funding for this project comes from Capital Maintenance and Reinvestment Trail Maintenance. Bid Summary: BKJ Land CO. $130,979.95 Bituminous Roadway Inc. $137,600.00 Minnesota Roadways Co. $198,253.44 ATTACHMENTS Standard Construction Contract (rev. 6/2024) Construction Contract This Contract (“Contract”) is made on the 16th day of September 2025, between the City of Eden Prairie, Minnesota (hereinafter "City"), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and BKJ Land Co / DBA BKJ Exc, a Minnesota Company (hereinafter "Contractor") whose business address is 18075 Dairy Lane, Jordan, MN 55352. . Preliminary Statement The City has adopted a policy regarding the selection and hiring of contractors to provide a variety of services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Contract is to set forth the terms and conditions for the provision of services by Contractor for Hennepin Town Road Trail Reconstruction hereinafter referred to as the "Work". The City and Contractor agree as follows: 1. Scope of Work/Proposal. The Contractor agrees to provide, perform and complete all the provisions of the Work in accordance with attached Exhibit A. Any general or specific conditions, terms, agreements, contractor or industry proposal, or contract terms attached to or a part of Exhibit A are declined in full and, accordingly, are deleted and shall not be in effect in any manner. 2. Time of Commencement and Completion. The Work to be performed under this Contract shall be commenced immediately after execution of this Contract. The Work shall be completed by October 31st, 2025 3. Compensation for Services. City agrees to pay the Contractor a fixed sum of $130,979.95 as full and complete payment for the labor, materials and services rendered pursuant to this Contract and as described in Exhibit A. a. Any changes in the scope of the work which may result in an increase to the compensation due the Contractor shall require prior written approval by an authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. b. If Contractor is delayed in performance due to any cause beyond its reasonable control, including but not limited to strikes, riots, fires, acts of God, governmental actions, actions of a third party, or actions or inactions of City, the time for performance shall be extended by a period of time lost by reason of the delay. Contractor will be entitled to payment for its reasonable additional charges, if any, due to the delay. Standard Construction Contract (rev. 6/2024) Page 2 of 14 4. Method of Payment. The Contractor shall submit to the City, on a monthly basis, an itemized invoice for services performed under this Contract. Invoices submitted shall be paid in the same manner as other claims made to the City. a. Invoices. Contractor shall verify all statements submitted for payment in compliance with Minnesota Statutes Sections 471.38 and 471.391. For reimbursable expenses, if provided for in Exhibit A, the Contractor shall provide an itemized listing and such documentation as reasonably required by the City. Each invoice shall contain the City’s project number and a progress summary showing the original (or amended) amount of the contract, current billing, past payments and unexpended balance of the contract. Each invoice shall be accompanied by general lien waiver and further lien waivers from all subcontractors on the project waiving liens for work for which payment was requested by Contractor and paid for by City on the preceding invoice. b. Claims. By making the claim for payment, the person making the claim is declaring that the account, claim, or demand is just and correct and that no part of it has been paid. c. Final Payment. Contractor’s request for final payment shall be accompanied by Contractor’s affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the City or its property might in any way be responsible, have been paid or otherwise satisfied. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be paid by the City to the Contractor when the Work has been completed, the Contract fully performed, and the City accepts the Work in writing. The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of Application for Final Payment. d. Income Tax Withholding. No final payment shall be made to the Contractor until the Contractor has provided satisfactory evidence to the City that the Contractor and each of its subcontracts has complied with the provisions of Minn. Stat. Section 290.92 relating to withholding of income taxes upon wages. A certificate from the Commissioner of Revenue shall satisfy this requirement. 5. Standard of Care. Contractor shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. Contractor shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Contractor's breach of this standard of care. Contractor shall put forth reasonable efforts to complete its duties in a timely manner. Contractor shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Contract. Contractor shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. Standard Construction Contract (rev. 6/2024) Page 3 of 14 6. Project Manager and Staffing. The Contractor shall designate a Project Manager and notify the City in writing of the identity of the Project Manager before starting work on the Project. The Project Manager shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Contractor may not remove or replace the Project Manager without the approval of the City. 7. Condition and Inspection. All goods and other materials furnished under this Contract shall be new and in current manufacture, unless otherwise specified, and all goods and work shall be of good quality, free from faults and defects and in conformance with this Contract. All goods and work not conforming to these requirements shall be considered defective. Goods shall be subject to inspection and testing by the City. Defective goods or goods not in current manufacture may be returned to the Contractor at the Contractor’s expense. 8. Correction of Work. The Contractor shall promptly correct all Work rejected by the City as defective or as failing to conform under this Contract whether observed before or after completion of the Work and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected Work. 9. Warranty. The Contractor expressly warrants and guarantees to the City that all Work performed and all materials furnished shall be in accord with the Contract and shall be free from defects in materials, workmanship, and operation which appear within a period of one year, or within such longer period as may be prescribed by law or in the terms of the Contract, from the date of City’s written acceptance of the Work. The City’s rights under the Contractor’s warranty are not the City’s exclusive remedy. The City shall have all other remedies available under this Contract, at law or in equity. Should any defects develop in the materials, workmanship or operation of the system within the specified period, upon notice from the City, the Contractor agrees, within ten (10) calendar days after receiving written notice and without expense to the City, to repair, replace and in general to perform all necessary corrective Work with regard to the defective or nonconforming Work or materials to the satisfaction of the City. THE FOREGOING SHALL NOT IN ANY MANNER LIMIT THE CITY’S REMEDY OR THE CONTRACTOR’S LIABILITY TO THOSE DEFECTS APPEARING WITHIN THE WARRANTY PERIOD. The Contractor agrees to perform the Work in a manner and at a time so as to minimize any damages sustained by the City and so as to not interfere with or in any way disrupt the operation of the City or the public. The corrective Work referred to above shall include without limitation, (a) the cost of removing the defective or nonconforming Work and materials from the site, (b) the cost of correcting all Work of other Contractors destroyed or damaged by defective or nonconforming Work and materials including the cost of removal of such damaged Work and materials form the site, and (c) the cost of correcting all damages to Work of other Contractors caused by the removal of the defective or nonconforming Work or materials. The Contractor shall post bonds to secure the warranties. Standard Construction Contract (rev. 6/2024) Page 4 of 14 10. Private Property. The Contractor shall not enter upon private property for any purpose without having previously obtained permission from the City. The Contractor shall be responsible for the preservation of, and shall use every precaution to prevent damage to all trees, shrubbery, plants, lawns, fences, culverts, bridges, pavements, driveways, sidewalks, etc.; all water, sewer and gas lines; all conduits; all overhead pole lines or appurtenances thereof; and all other public or private property along or adjacent to the work. 11. Removal of Construction Equipment, Tools and Supplies. At the termination of this Contract, before acceptance of the Work by the City, the Contractor shall remove all of Contractor’s equipment, tools and supplies from the property of the City. Should the Contractor fail to remove such equipment, tools and supplies, the City shall have the right to remove them and deduct the cost of removal from any amount owed to Contractor. 12. Suspension of Work by City. The City may at any time suspend the Work, or any part thereof, by giving ten (10) days' notice to the Contractor in writing. The work shall be resumed by the Contractor within ten (10) days after the date fixed in the written notice from the City to the Contractor to resume. If the City’s suspension of all or part of the Work causes additional expenses not due to the fault or negligence of the Contractor, the City shall reimburse the Contractor for the additional expense incurred due to suspension of the work. Claims for such compensation, with complete substantiating records, shall be filed with the City within ten (10) days after the date of order to resume Work in order to receive consideration. This paragraph shall not be construed as entitling the Contractor to compensation for delays due to inclement weather, failure to furnish additional surety or sureties specified herein, for suspension made at the request of the Contractor, or for any other delay provided for in this Contract. 13. City’s Right to Carry Out the Work. If the Contractor defaults or neglects to carry out the Work in accordance with the Contract or fails to perform any provisions of the Contract, the City may, after ten (10) days written notice to the Contractor and without prejudice to any other remedy the City may have, make good such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payment then or thereafter due the Contractor the cost of correcting such deficiencies. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the City. 14. City’s Right to Terminate Contract and Complete the Work. The City has the right to terminate this Contract for any of the following reasons: a. The Contractor is adjudged bankrupt, makes a general assignment for the benefit of creditors, or becomes insolvent; b. Failure of Contractor to supply adequate properly skilled workmen or proper materials; c. Failure of Contractor to make prompt payment to subcontractor for material or labor; d. Any disregard of laws, ordinances or proper instructions of the City; e. Assignment or work without permission of the City; Standard Construction Contract (rev. 6/2024) Page 5 of 14 f. Abandonment of the work by Contractor; g. Failure to meet the work progress schedule set forth in this Contract; h. Unnecessary delay which, in the judgment of the City, will result in the work not being completed in the prescribed time. Termination of the Contract shall be preceded by ten (10) days written notice by the City to the Contractor and its surety stating the grounds for termination and the measures, if any, which must be taken to assure compliance with the Contract. The Contract shall be terminated at the expiration of such ten (10) day period unless the City Council shall withdraw its notice of termination. Upon termination of the Contract by the City, the City may, without prejudice to any other remedy the City may have, take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever methods the City may deem expedient at the Contractor’s expense. Upon Contract termination, the Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the contract price exceeds the expense of finishing the Work, including compensation for additional managerial and administrative services, the excess shall be paid to the Contractor. If such expense exceeds the unpaid balance, the Contractor shall pay the difference to the City. In the event that the Contractor abandons the Work, fails or refuses to complete the Work or fails to pay just claims for labor or material, the City reserves the right to charge against the Contractor all legal, engineering, or other costs resulting from such abandonment, failure or refusal. Legal costs will include the City's cost of prosecuting or defending any suit in connection with such abandonment, failure or refusal, and non-payment of claims wherein the City is made co-defendant, and the Contractor agrees to pay all costs, including reasonable attorney's fees. 15. Contractor’s Right to Terminate Contract. The Contractor may terminate this Contract upon ten (10) days written notice to the City for any of the following reasons: a. If an order of any court or other public authority caused the Work to be stopped or suspended for a period of 90 days through no act or fault of the Contractor or its employees. b. If the City should fail to pay any undisputed sum owed Contractor within forty-five (45) days after the sum becomes due. 16. Performance and Payment Bonds. The Contractor shall post a Performance and Payment Bond each in an amount equal to one hundred percent (100%) of the payments due Contractor to insure the prompt and faithful performance of this Contract by Contractor and to insure prompt payment to the subcontractor and suppliers of the Contractor. The Bonds Standard Construction Contract (rev. 6/2024) Page 6 of 14 shall be in a form approved by the City. Contractor shall provide the Bond to the City before commencing work and together with the executed contract document. If the Performance and/or Payment Bond are not submitted as provided herein, this Contract shall be considered void. [BONDS ARE REQUIRED FOR A CONSTRUCTION CONTRACT THAT IS $175,000 OR MORE; THEY ARE OPTIONAL FOR ANY CONTRACT THAT IS LESS THAN $175,000] 17. Subcontractor. The Contractor shall bind every subcontractor and every subcontractor shall agree to be bound by the terms of this Contract as far as applicable to its work, unless specifically noted to the contrary in a subcontract approved in writing as adequate by the City. The Contractor shall pay any subcontractor involved in the performance of this Contract within the ten (10) days of the Contractor's receipt of payment by the City for undisputed services provided by the subcontractor. If the Contractor fails within that time to pay the subcontractor any undisputed amount for which the Contractor has received payment by the City, the Contractor shall pay interest to the subcontractor on the unpaid amount at the rate of 1.5 percent per month or any part of a month. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the Contractor shall pay the actual interest penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 18. Responsible Contractor Contractor warrants under oath that Contractor is in compliance with the minimum criteria required of a “responsible contractor” as that term is defined in Minnesota Statutes § 16C.285, subd. 3. Contractor has provided to City a list of all of its first-tier subcontractors and motor carriers that it intends to retain for work on the project. The Contractor has obtained from all subcontractors and motor carriers with which it will have a direct contractual relationship a signed statement under oath by an owner or officer verifying that the subcontractor or motor carrier meets all of the minimum criteria in § 16C.285, subd. 3. If Contractor retains additional subcontractors or motor carriers on the project after submitting its verification of compliance, the Contractor shall obtain verification of compliance from each additional subcontractor and motor carrier with which it has a direct contractual relationship and shall submit to the City a supplemental verification confirming the subcontractor’s and motor carrier’s compliance with subdivision 3, clause (7), within 14 days of retaining the additional subcontractors or motor carriers. Contractor shall submit to the City upon request copies of the signed verifications of compliance from all subcontractors and motor carriers of any tier pursuant to Minn. Stat. § 16C.285, subd. 3(7). A false statement under oath, by Contractor, subcontractor, or motor carrier, verifying compliance with any of the minimum criteria may result in termination of the Contract. 19. Independent Contractor. Contractor is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall Standard Construction Contract (rev. 6/2024) Page 7 of 14 deem necessary and appropriate for the performance of its obligations pursuant to this Contract, who shall be employees, and under the direction, of Contractor and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Contractor an employee of the City. 20. Insurance. a. General Liability. Prior to starting the Work, Contractor shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of operations by Contractor or by any subcontractor or by anyone employed by any of them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, required by law, or the insurance coverage actually obtained by Contractor, whichever is greater. b. Contractor shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Worker’s Compensation Statutory Limits Employer’s Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General $1,000,000 property damage and bodily Liability injury per occurrence $2,000,000 general aggregate $2,000,000 Products – Completed Operations Aggregate $100,000 fire legal liability each occurrence $5,000 medical expense Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Umbrella or Excess Liability $1,000,000 c. Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. Standard Construction Contract (rev. 6/2024) Page 8 of 14 d. Contractor shall maintain “stop gap” coverage if Contractor obtains Workers’ Compensation coverage from any state fund if Employer’s liability coverage is not available. e. All policies, except the Worker’s Compensation Policy, shall name the “City of Eden Prairie” as an additional insured. f. All policies, except Worker’s Compensation Policy, and Professional Liability Policy, shall name the “City of Eden Prairie” as an additional insured including products and completed operations. g. All policies shall contain a waiver of subrogation in favor of the City. h. All General Liability policies, Automobile Liability policies, and Umbrella policies shall contain a waiver of subrogation in favor of the City. i. All polices, except the Worker’s Compensation Policy, shall insure the defense and indemnity obligations assumed by Contractor under this Contract. j. Contractor agrees to maintain all coverage required herein throughout the term of the Contract and for a minimum of two (2) years following City’s written acceptance of the Work. k. It shall be Contractor’s responsibility to pay any retention or deductible for the coverage’s required herein. l. All policies shall contain a provision or endorsement that coverages afforded thereunder shall not be cancelled or non-renewed or restrictive modifications added, without thirty (30) days’ prior notice to the City, except that if the cancellation or non-renewal is due to non-payment, the coverages may not be terminated or non-renewed without ten (10) days’ prior notice to the City. m. Contractor shall maintain in effect all insurance coverages required under this Paragraph at Contractor’s sole expense and with insurance companies licensed to do business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless specifically accepted by City in writing. n. A copy of the Contractor’s Certificate of Insurance which evidences the compliance with this Paragraph, must be filed with City prior to the start of Contractor’s Work. Upon request a copy of the Contractor’s insurance declaration page, Rider and/or Endorsement, as applicable shall be provided. Such documents evidencing Insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Contractor has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate Standard Construction Contract (rev. 6/2024) Page 9 of 14 of Insurance, declaration page, Rider, Endorsement or certificates or other evidence of insurance, or to advise Contractor of any deficiencies in such documents and receipt thereof shall not relieve Contractor from, nor be deemed a waiver of, City’s right to enforce the terms of Contractor’s obligations hereunder. City reserves the right to examine any policy provided for under this paragraph. o. Effect of Contractor’s Failure to Provide Insurance. If Contractor fails to provide the specified insurance, then Contractor will defend, indemnify and hold harmless the City, the City's officials, agents and employees from any loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Contractor, its subcontractors, agents, employees or delegates. Contractor agrees that this indemnity shall be construed and applied in favor of indemnification. Contractor also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity, the City may require Contractor to: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Contractor's insurance company. Contractor will take the action required by the City within fifteen (15) days of receiving notice from the City. 21. Indemnification. Contractor will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney’s fees paid, incurred or for which it may be liable resulting from any breach of this Contract by Contractor, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Contractor, its agents, contractors and employees, relative to this Contract. City will indemnify and hold Contractor harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 22. Ownership of Documents. All plans, diagrams, analyses, reports and information generated in connection with the performance of the Contract (“Information”) shall become the property of the City, but Contractor may retain copies of such documents as records of the Standard Construction Contract (rev. 6/2024) Page 10 of 14 services provided. The City may use the Information for its purposes and the Contractor also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Contract does not relieve any liability on the part of the Contractor, but any use of the Information by the City or the Contractor beyond the scope of this Contract is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 23. Mediation. Each dispute, claim or controversy arising from or related to this agreement shall be subject to mediation as a condition precedent to initiating legal or equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the American Arbitration Association and the other party. No legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. Cost of mediation shall be shared equally between the parties. Mediation shall be held in the City of Eden Prairie unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. GENERAL TERMS AND CONDITIONS 24. Assignment. Neither party shall assign this Contract, nor any interest arising herein, without the written consent of the other party. 25. Compliance with Laws and Regulations. In providing services hereunder, the Contractor shall abide by statutes, ordinances, rules, and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules and regulations pertaining to the services to be provided shall constitute a material breach of this Contract and entitle the City to immediately terminate this Contract. 26. Conflicts. No salaried officer or employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Contract. The violation of this provision renders the Contract void. 27. Counterparts. This Contract may be executed in multiple counterparts, each of which shall be considered an original. 28. Damages. In the event of a breach of this Contract by the City, Contractor shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 29. Employees. Contractor agrees not to hire any employee or former employee of City and City agrees not to hire any employee or former employee of Contractor prior to Standard Construction Contract (rev. 6/2024) Page 11 of 14 termination of this Contract and for one (1) year thereafter, without prior written consent of the former employer in each case. 30. Enforcement. The Contractor shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the term of this Contract or thereafter of any of the rights or remedies of the City under this Contract. 31. Entire Contract, Construction, Application and Interpretation. This Contract is in furtherance of the City’s public purpose mission and shall be construed, interpreted, and applied pursuant to and in conformance with the City's public purpose mission. The entire agreement of the parties is contained herein. This Contract supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Contract shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 32. Governing Law. This Contract shall be controlled by the laws of the State of Minnesota. 33. Non-Discrimination. During the performance of this Contract, the Contractor shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Contractor shall post in places available to employees and applicants for employment, notices setting forth the provision of this non-discrimination clause and stating that all qualified applicants will receive consideration for employment. The Contractor shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Contractor further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 34. Notice. Any notice required or permitted to be given by a party upon the other is given in accordance with this Contract if it is directed to either party by delivering it personally to an officer of the party, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed to the address listed on page 1 hereof. Notices shall be deemed effective on the earlier of the date of receipt or the date of mailing or deposit as aforesaid, provided, however, that if notice is given by mail or deposit, that the time for response to any notice by the other party shall commence to run one business day after any such mailing or deposit. A party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. Standard Construction Contract (rev. 6/2024) Page 12 of 14 35. Rights and Remedies. The duties and obligations imposed by this Contract and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 36. Services Not Provided For. No claim for services furnished by the Contractor not specifically provided for herein shall be honored by the City. 37. Severability. The provisions of this Contract are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Contract. 38. Statutory Provisions. a. Audit Disclosure. In accordance with Minn. Stat. § 16C.05, subd. 5, the books, records, documents and accounting procedures and practices of the Contractor or other parties relevant to this Contract are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Contract. This provision will survive the completion or termination of this Contract. b. Data Practices. Any reports, information, or data in any form given to, or prepared or assembled by the Contractor under this Contract which the City requests to be kept confidential, shall not be made available to any individual or organization without the City's prior written approval. This Contract is subject to the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13 (“MGDPA”). In accordance with Minn. Stat. § 13.05, subd. 11, to the extent this Contract requires Contractor to perform any function of the City, all government data, as defined in Minn. Stat. § 13.02, subd. 7, which is created, collected, received, stored, used, maintained, or disseminated by Contractor in performing any of the functions of the City during performance of this Contract is subject to the requirements of the MGDPA and Contractor shall comply with those requirements as if it were a government entity. All subcontracts entered into by Contractor in relation to this Contract shall contain similar MGDPA compliance language. These obligations will survive the completion or termination of the Contract. 39. Waiver. Any waiver by either party of a breach of any provisions of this Contract shall not affect, in any respect, the validity of the remainder of this Contract. Executed as of the day and year first written above. Standard Construction Contract (rev. 6/2024) Page 13 of 14 CITY OF EDEN PRAIRIE __________________________________ Mayor ___________________________________ City Manager CONTRACTOR By: ________________________________ Its: ________________________________ Standard Construction Contract (rev. 6/2024) Page 14 of 14 EXHIBIT A Proposal/Scope of Work City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.L. Department: Matt Bourne, Parks and Natural Resources Manager, Parks and Recreation ITEM DESCRIPTION Approve the Construction Contract Agreement for Homeward Hills Park Improvement Project with Pember Companies, Inc. for the base bid plus Alternates #1 & #3. REQUESTED ACTION Approve the Construction Contract Agreement for the Homeward Hills Improvement Project with Pember Companies, Inc. in the not to exceed amount of $836,835.76. SUMMARY Staff has been working with our landscape architect, WSB, on a renovation project at the play area at Homeward Hills Park. This park is one of our most popular neighborhood parks and is one of our biggest locations for our summer playground camps. After working with staff, the Parks, Recreations and Natural Resources Commission and camp counselors, a project plan was created that includes; all new play equipment and play features, a new splash pad, additional shaded seating areas and the installation of a drinking fountain. The project will also remove a number of small retaining walls and rework the grading to make the play area more accessible. The items included in this contract would be all site work and utility installation. Alternate #1 is for the construction of a concrete maintenance strip under the new fencing and Alternate #2 is for the addition of safety surfacing on the new splash pad in place of a concrete surface. If approved, staff will seek approval of 2 additional contracts for the purchase of the play equipment and splash pad components at an upcoming meeting. Pricing is generally in line with the Engineer’s estimate and costs and funding for this project will be through a mixture of Park Improvement Funds and the Capital Maintenance and Reinvestment Fund. ATTACHMENTS Construction Contract Agreement Bid Results Letter of Recommendations from WSB, Inc. 5/2023 CONSTRUCTION CONTRACT AGREEMENT THIS AGREEMENT, made and executed this 16th day of September, 2025, by and between the City of Eden Prairie, a Minnesota municipal corporation, hereinafter referred to as the “CITY”, and Pember Companies, Inc., a Wisconsin Corporation, hereinafter referred to as the “CONTRACTOR.” WITNESSETH: CITY AND CONTRACTOR, for the consideration hereinafter stated, agree as follows: I. CONTRACTOR hereby covenants and agrees to perform and execute all the provisions of the Plans and Specifications prepared by the Public Works Department referred to in Paragraph IV, as provided by the CITY for: IC: Homeward Hills Park Improvement Project and Bid Alternates #1 and #3 CONTRACTOR further agrees to do everything required by this Agreement and the Contract Document. II. CITY agrees to pay and CONTRACTOR agrees to receive and accept payment in accordance with the prices bid for the unit or lump sum items as set forth in the Proposal Form attached hereto which prices conform to those in the accepted CONTRACTOR'S proposal on file in the office of the City Engineer. The aggregate sum of such prices, based on estimated required quantities is estimated to be $836,835.76. III. Payments to CONTRACTOR by City shall be made as provided in the Contract Documents. IV. The Contract Documents consist of the following component parts: (1) Legal and Procedural Documents a. Advertisement for Bids b. Instruction to Bidders c. Accepted Proposal Form d. Construction Contract Agreement e. Contractor's Performance Bond f. Contractor's Payment Bond g. Responsible Contractor Verification Form (2) Special Conditions (3) Detail Specifications (4) General Conditions (5) Plans (6) Addenda, Supplemental Agreements and Change Orders The Contract Documents are hereby incorporated with this Agreement and are as much a part of this Agreement as if fully set forth herein. This Agreement and the Contract Documents are the Contract. V. CONTRACTOR agrees to fully and satisfactorily complete the work contemplated by this Agreement in accordance with the schedule provided in the Contract Documents. VI. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. (signature pages follow) IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands as of the date first above written. CITY OF EDEN PRAIRIE By: _______________________________ Its: Mayor By: _______________________________ Its: City Manager CONTRACTOR ______________________________ By: __________________________________ Printed Name: _________________________ Its: _______________________________ Title PROJECT: CITY PROJECT NO.: 11188 OWNER: City of Eden Prairie WSB PROJECT NO.: 027826-000 Bids Opened: Wednesday, September 10, 2025, at 10:00 am Contractor Bid Security (5%)BASE BID ALTERNATE 1 Pember Companies, Inc.X $783,356.35 $73,329.41 2 JL Theis, Inc.X $828,830.77 $72,784.52 3 Veit & Company, Inc.X $832,636.85 $76,446.25 4 Boulder Creek, Inc X $833,695.50 $65,820.00 5 Construction Results Corporation X $997,395.52 $85,637.88 6 Urban Companies X $1,049,845.80 $85,318.60 Engineer's Opinion of Cost $629,330.00 $117,714.00 Denotes corrected figure Jason Amberg, Director, Landscape Architecture BID TABULATION SUMMARY I hereby certify that this is a true and correct tabulation of the bids as received on September 10, 2025. Homeward Hills Park Improvements C:\ACC\ACCDocs\WSB\027826-000\Project Files\05_Discipline\Preconstruction\Bidding\027826-000 Bid Summary 091025.xlsx 701 XENIA AVENUE S | SUITE 300 | MINNEAPOLIS, MN | 55416 | 763.541.4800 | WSBENG.COM September 10, 2025 Honorable Mayor and City Council City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 Re: Homeward Hills Park Improvements City Project No. 11188 City of Eden Prairie WSB Project No. 027826-000 Dear Mayor and Council Members: Bids were received for the above-referenced project on Wednesday, September 10, 2025, and were opened and read aloud. Six bids were received. The bids were checked for mathematical accuracy. Please find enclosed the bid summary indicating the low bid as submitted by Pember Companies, Inc., Menomonie, Wisconsin in the amount of $856,685.76. The Engineer’s Estimate was $747,044.00. We have been seeing a rise in average construction costs for other similar projects in 2025. This is largely due to a combination of rising material costs and labor limitations in the market. Based on the total number of bids received and the uniformity of the three low bids, we recommend that the City Council consider these bids and award a contract for the base bid and alternate bid items #1 and #3 in the amount of $836,835.76 to Pember Companies, Inc. Sincerely, WSB Jason Amberg, PLA, ASLA Director, Landscape Architecture Attachments ams City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.M. Department: Matt Bourne, Parks and Natural Resources Manager, Parks and Recreation ITEM DESCRIPTION Approve Standard Construction Contract for Staring Lake Amphitheater Addition with Hamburg Builders for the base bid plus Alternate #1. REQUESTED ACTION Approve Standard Construction Contract for Staring Lake Amphitheater Addition with Hamburg Builders Group in the not to exceed amount of $100,324. SUMMARY With the growth in the number of events and the types of productions held at the Staring Lake Park amphitheater, staff is proposing to construct a small 330 square foot addition on the north side of the existing structure. This small addition will give performers a space to make costume changes, rest between performances and allow for a future climate-controlled gathering space. Staff worked with Wold Architects and Engineers to design the space with input from performers and our Theater and Performing Arts staff. Wold requested quotes from 5 contractors and 3 were received with the low quote coming from Hamburg Builders Group. The base bid for the expansion was $86,824.00 and the plans also included an alternate for roof replacement on the existing structure which was $13,500.00. The expansion portion of the project is funded through the Capital Maintenance and Reinvestment Fund, with the roof replacement being funded through Park Maintenance Repair and Maintenance general funds. ATTACHMENTS Standard Construction Contract Quote Results 5/2023 CONSTRUCTION CONTRACT AGREEMENT THIS AGREEMENT, made and executed this 16th day of September, 2025, by and between the City of Eden Prairie, a Minnesota municipal corporation, hereinafter referred to as the “CITY”, and Hamburg Builders Group, a Minnesota Company, hereinafter referred to as the “CONTRACTOR.” WITNESSETH: CITY AND CONTRACTOR, for the consideration hereinafter stated, agree as follows: I. CONTRACTOR hereby covenants and agrees to perform and execute all the provisions of the Plans and Specifications prepared by the Public Works Department referred to in Paragraph IV, as provided by the CITY for: IC: Base Bid plus Alternate #1 of the Staring Lake Amphitheater Addition CONTRACTOR further agrees to do everything required by this Agreement and the Contract Document. II. CITY agrees to pay and CONTRACTOR agrees to receive and accept payment in accordance with the prices bid for the unit or lump sum items as set forth in the Proposal Form attached hereto which prices conform to those in the accepted CONTRACTOR'S proposal on file in the office of the City Engineer. The aggregate sum of such prices, based on estimated required quantities is estimated to be $100,324.00. III. Payments to CONTRACTOR by City shall be made as provided in the Contract Documents. IV. The Contract Documents consist of the following component parts: (1) Legal and Procedural Documents a. Advertisement for Bids b. Instruction to Bidders c. Accepted Proposal Form d. Construction Contract Agreement e. Contractor's Performance Bond f. Contractor's Payment Bond g. Responsible Contractor Verification Form (2) Special Conditions (3) Detail Specifications (4) General Conditions (5) Plans (6) Addenda, Supplemental Agreements and Change Orders The Contract Documents are hereby incorporated with this Agreement and are as much a part of this Agreement as if fully set forth herein. This Agreement and the Contract Documents are the Contract. V. CONTRACTOR agrees to fully and satisfactorily complete the work contemplated by this Agreement in accordance with the schedule provided in the Contract Documents. VI. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. (signature pages follow) IN WITNESS WHEREOF, the parties to this Agreement have hereunto set their hands as of the date first above written. CITY OF EDEN PRAIRIE By: _______________________________ Its: Mayor By: _______________________________ Its: City Manager CONTRACTOR ______________________________ By: __________________________________ Printed Name: _________________________ Its: _______________________________ Title Project Name:City of Eden Prairie QUOTE TABULATION Staring Lake Amphitheater Addition Commission No.:252119 Wold Architects and EngineersDate:9/9/2025 50 South 6th Street, Suite 2250Time:5:00pm Minneapolis, MN 55402 612.772.9025 Bidders Name AddendumNumbersResponsible ContractorBase Bid Alt #1: Roof Replacement Total with Alternates Remarks Ebert Construction 23350 County Road 10 Corcoran, MN 55357 Ph: 763-498-7844 Hamburg Builders Group 4530 Park Commons, Unit 212 St. Louis Park, MN 55416 Ph: 612-440-6420 Schreiber Mullaney 1286 Hudson Rd St. Paul, MN 55106 Ph: 651-774-9440 N/A X $98,200 $5,886 $104,086 N/A X Apparent Low Quoter$86,824 $13,500 $100,324 $124,000$112,000N/A X $12,000 City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.N. Department: Parks and Recreation ITEM DESCRIPTION Staff recommends entering into a Standard Agreement for Goods and Services with Life Fitness for the purchase of eighteen strength machines for the Eden Prairie Community Center’s fitness floor. The existing, aged machines will be replaced with new machines with updated features and familiar functionality. REQUESTED ACTION Approve the Standard Contract for Goods and Services with Life Fitness for the purchase of eighteen strength machines for the Eden Prairie Community Center in the amount of $81,608.36. SUMMARY The main fitness floor of the Community Center was finished in 2008. At that time, it was equipped with a variety of strength and cardio machines. The cardio pieces have been replaced and updated multiple times, but the majority of the strength equipment is from the original 2008 purchase. In an effort to replace aged equipment, updated strength machines that include two brand new options, were chosen to give patrons of all ages and abilities an ideal, full-body strength workout experience. Staff obtained quotes from vendors Life Fitness, which is the brand of most of the current strength equipment, and Johnson Fitness, which offers comparable equipment with the Matrix brand. Community Center members like the functionality of and are accustomed to using Life Fitness machines. Strength machines to replace current pieces include the following: Biceps Curl, Triceps Press, Shoulder Press, Pull Down, Row, Lateral Raise, Glute, Leg Extension, Prone Leg Curl, Seated Leg Curl, Hip Adduction, Abdominal and Back Extension. Strength machines with additional functionality to replace current pieces include the following: Arc Leg Press, Sit/Stand Hip Abduction and Dual Axis Chest Press. New strength machines include the following: Glute Bridge and Torso Twist. ATTACHMENTS Quotes from Life Fitness and Johnson Fitness Standard Agreement for Contracted Good and Services with Life Fitness, LLC.                        PREPARED BY Jared Allen   Email: jared.allen@lifefitness.com   Phone: (763) 300-4217    QUOTE :   CPQ-24358      DATE :   09-08-2025    BILL TO : CITY OF EDEN PRAIRIE      SHIP TO : CITY OF EDEN PRAIRIE     COMMUNITY CENTER 16700 VALLEY VIEW RD      COMMUNITY CENTER 16700 VALLEY VIEW RD     EDEN PRAIRIE      EDEN PRAIRIE     MN  55346      MN 55346     US      US         ONSITE CONTACT       MEGAN MUNOZ         (952) 949-8402        mmunoz@edenprairie.org   ________________________________________________________________________________   Thank you for the opportunity to present a comprehensive equipment recommendation. It is an honor to be considered and we hope you will select us to partner with you to create a premier fitness facility for your organization.   Choosing the right fitness equipment can be daunting. The products you select must be easy to use and inviting for a variety of exercisers. They must be durable and reliable -- capable of standing up to the rigors of continued daily use. That is why partnering with an industry-leading manufacturer uniquely qualified to guide you through the process is so important.   Life Fitness has over 30 years' experience helping facilities select their fitness equipment and create customized fitness environments that encourage exercisers to work out more often and lead healthier lives. We offer the largest breadth of cardio, strength and performance-training equipment, value-added services, and ongoing support to ensure that your facilities' needs will be met in the years to come.   If you have any questions or comments regarding our proposal, please contact us as indicated below. The Life Fitness team looks forward to supporting you in the future.       Sincerely,     Jared        CPQ-24358  Inspiring the world to work out  Page 2  THIS IS A DRAFT QUOTE AND NOT A CONTRACT - SUBJECT TO MANAGEMENT APPROVAL   #  DESCRIPTION   CONFIGURATIONDETAILS     QTY MSRP UNIT PRICE TOTAL PRICE  Strength     1  INSIGNIA ROW SS-RW     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,197.00      $0.00      $0.00     2  INSIGNIA SHOULDER PRESS SS-SP     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,302.00      $0.00      $0.00     3  INSIGNIA GLUTE SS-GL     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,197.00      $4,678.05      $4,678.05     4  INSIGNIA LATERAL RAISE SS-LR     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,197.00      $0.00      $0.00     5  INSIGNIA TRICEPS PRESS SS-TP     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,104.00      $4,617.60      $4,617.60     6  INSIGNIA LEG EXTENSION SS-LE     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,751.00      $5,038.15      $5,038.15     7  INSIGNIA SEATED LEG CURL SS-SLC     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,913.00      $5,143.45      $5,143.45     8  INSIGNIA ARC LEG PRESS SS-LP     Black Double Stitch UpholsteryEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $11,158.00      $7,252.70      $7,252.70     9  INSIGNIA SIT STAND HIPABDUCTION SS-SHB     Black Double Stitch UpholsteryEnglishC-LB Weight StackFull Shroud - Dark TranslucentS TrimPlatinum Frame      1     $7,104.00      $4,617.60      $4,617.60     10  INSIGNIA BACK EXTENSION SS-BE     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,451.00      $4,843.15      $4,843.15     CPQ-24358  Inspiring the world to work out  Page 3  IMAGES DISPLAYED ARE STOCK IMAGES ONLY THIS IS A DRAFT QUOTE AND NOT A CONTRACT - SUBJECT TO MANAGEMENT APPROVAL   #  DESCRIPTION   CONFIGURATIONDETAILS     QTY MSRP UNIT PRICE TOTAL PRICE  Strength     11   INSIGNIA HIP ADDUCTION SS-HAD     Double Stitch Upholstery Black English C-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,104.00      $4,617.60      $4,617.60     12   INSIGNIA LEG CURL SS-LC     Double Stitch Upholstery Black English C-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,197.00      $4,678.05      $4,678.05     13   INSIGNIA ABDOMINAL SS-AB     Double Stitch Upholstery Black English C-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,197.00      $4,678.05      $4,678.05     14   INSIGNIA BICEPS CURL SS-BC     Double Stitch Upholstery Black English C-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,197.00      $4,678.05      $4,678.05     15   INSIGNIA GLUTE BRIDGE SS-GLB     Platinum Frame Black Double Stitch Upholstery EnglishC-LB Weight StackFull Shroud - Dark TranslucentS Trim      1     $7,855.00      $5,105.75      $5,105.75     16   INSIGNIA PULLDOWN SS-PD     Charcoal Frame Double Stitch Upholstery Black EnglishC-LB Weight StackFull Shroud - TranslucentS Trim      1     $7,451.00      $4,843.15      $4,843.15     17   INSIGNIA TORSO ROTATION SS-TR     Platinum Frame Double Stitch Upholstery Black EnglishC-LB Weight StackFull Shroud - TranslucentS Trim      1     $7,601.00      $4,940.65      $4,940.65     18   INSIGNIA CHEST PRESS - DUAL AXIS SS-CPX     Platinum Frame Black Double Stitch Upholstery EnglishC-LB Weight StackFull Shroud - TranslucentS Trim      1     $7,855.00      $5,105.75      $5,105.75         Training / Education    1   LFA ONSITE TRAINING LFA ONSITE        1     $2,999.00    $0.00    $0.00     Fee    1     1  $0.00    3,000.00    $3,000.00    CPQ-24358  Inspiring the world to work out  Page 4  IMAGES DISPLAYED ARE STOCK IMAGES ONLY THIS IS A DRAFT QUOTE AND NOT A CONTRACT - SUBJECT TO MANAGEMENT APPROVAL   #  DESCRIPTION   CONFIGURATIONDETAILS     QTY MSRP UNIT PRICE TOTAL PRICE  Fee      TRADE IN NON LIFE FITNESS STRENGTH EQUIPMENT TRADE IN STRGTH               CPQ-24358  Inspiring the world to work out  Page 5  IMAGES DISPLAYED ARE STOCK IMAGES ONLY THIS IS A DRAFT QUOTE AND NOT A CONTRACT - SUBJECT TO MANAGEMENT APPROVAL   QUOTE :   CPQ-24358      DATE :   09-08-2025   BILL TO : CITY OF EDEN PRAIRIE     SHIP TO : CITY OF EDEN PRAIRIE   SHIPMENT :   STANDARD       FREIGHT TERMS :    Prepaid        FOB :   Shipping Point        PAYMENT TERM :   NET 30           TOTAL MSRP :     $139,830.00     CUSTOMER DISCOUNT :    - $64,992.25     TRADE-IN :      - $3,000.00     SELLING PRICE :    $71,837.75     TARIFF SURCHARGE :   $1,496.76     FREIGHT / FUEL/ INSTALLATION :   $8,273.85      ESTIMATED SALES TAX :  $0.00     TOTAL (USD) :   $81,608.36    REMITTANCE  ADDRESS    2716 NETWORK PLACE   Discount based on package pricing. Any changes to products orQTYs may affect pricing Trade in credit includes:Life Fitness Abdominals - Signature SeriesLife Fitness Back Extension - Signature SeriesLife Fitness Biceps Curl - Signature SeriesLife Fitness Chest Press - Signature SeriesLife Fitness Glute - Signature SeriesLife Fitness Hip Abduction - Signature SeriesLife Fitness Hip Adduction - Signature SeriesLife Fitness Lateral Raise - Signature SeriesLife Fitness Leg Extension - Optima SeriesLife Fitness Pulldown - Signature SeriesLife Fitness Row/Rear Deltoid - Signature SeriesLife Fitness Seated Leg Curl - Signature SeriesLife Fitness Seated Leg Press - Signature SeriesLife Fitness Shoulder Press - Signature SeriesLife Fitness Triceps Press - Signature Series(15 total pieces of equipment)   CHICAGO, IL 60673      USA             CPQ-24358  Inspiring the world to work out  Page 6  THIS IS A DRAFT QUOTE AND NOT A CONTRACT - SUBJECT TO MANAGEMENT APPROVAL   TERMS & CONDITIONS   This order quote is valid for 30 days. Buyer may accept by either (1) returning this quote with Buyer’s signature or (2) by Buyer issuing a Purchase Order against this quote to Life Fitness. In all cases, this order quote and its acceptance are subject to the Life Fitness Commercial Terms & Conditions of Sale posted online at www.lifefitness.com/en-us/legal/terms-conditions  which supersede any terms in Buyer’s purchase orders, policies, vendor guidelinesand any other documents that pre-date or post-date this purchase. Any inconsistent terms in Buyer’s documents are deemed to have been rejected.Upon acceptance by Buyer and then Life Fitness, this Agreement shall become legally binding and constitutes the sole and complete agreement of the parties.   For avoidance of doubt, if Buyer and Life Fitness executed an active Master Agreement, the applicable Master Agreement will govern this Agreementand the Life Fitness Standard Terms and Conditions will supplement.   CPQ-24358  Inspiring the world to work out  Page 7  THIS IS A DRAFT QUOTE AND NOT A CONTRACT - SUBJECT TO MANAGEMENT APPROVAL   Ship To Information Bill To Information Megan Munoz16700 Valley View RdEden Prairie, MN 55344 Eden Prairie Community Center Home: (952) 949-8402 QuoteDrew Wurst (3827)10759 Hampshire Avenue SouthBloomington, MN 55438Phone: (952) 500-0508 Fax: (952) 906-6909Email: drew.wurst@johnsonfit.com Work: (952) 949-8472 22-073504Quote Order Expiration Date:9/20/2025 Terms:Prepaid Johnson Fitness & Wellness Megan Munoz16700 Valley View RdEden Prairie, MN 55344 Eden Prairie Community Center Home: (952) 949-8402 Work: (952) 949-8472 08/21/25Date Cell: (952) 949-8470 Cell: (952) 949-8470Email: mmunoz@edenprairie.org Email: mmunoz@edenprairie.org Qty Description Price Ext. PriceSKUDeliveryMethodTaxYourPriceList OMNIA Pricing without additional discounts Delivery need by 12/25/25 Ultra w/Premium Features Deliver1 G7S13 Matrix Ultra Converging Chest Press $4,542.00 $4,542.00$6,475.00 Deliver1 G7S23 Matrix Ultra Converging Shoulder $4,434.00 $4,434.00$6,340.00 Deliver1 G7S22 Matrix Ultra Rear Delt/Pec Fly $4,434.00 $4,434.00$6,340.00 Deliver1 G7S33 Matrix Ultra Diverging Lat Pulldown $4,434.00 $4,434.00$6,340.00 Deliver1 G7S34 Matrix Ultra Diverging Seated Row $4,542.00 $4,542.00$6,475.00 Deliver1 G7S71 Matrix Ultra Leg Extension $4,434.00 $4,434.00$6,340.00 Deliver1 G7S72 Matrix Ultra Seated Leg Curl $4,542.00 $4,542.00$6,475.00 Deliver1 G7S78 Matrix Ultra Glute $4,110.00 $4,110.00$5,875.00 Deliver1 G7S40 Matrix Ultra Independent Biceps Curl $4,110.00 $4,110.00$5,875.00 Deliver1 G7S42-02 Matrix Ultra Triceps Press $4,434.00 $4,434.00$6,340.00 Deliver1 G7S74 Matrix Ultra Hip Adductor $4,542.00 $4,542.00$6,475.00 Deliver1 G7S75 Matrix Ultra Hip Abductor $4,542.00 $4,542.00$6,475.00 Deliver1 G7S51 Matrix Ultra Abdominal Crunch $4,434.00 $4,434.00$6,340.00 Deliver1 G7S52 Matrix Ultra Back Extension $4,650.00 $4,650.00$6,610.00 Deliver1 G7S73 Matrix Ultra Prone Leg Curl $4,326.00 $4,326.00$6,205.00 Deliver1 G7S21 Matrix Ultra Lateral Raise $4,110.00 $4,110.00$5,875.00 Deliver1 G7S70-02 Matrix Ultra Leg Press $7,128.00 $7,128.00$9,980.00 1 Factory Freight $0.00 $0.00$7,542.42 Deliver1 COMMDEL01 Commercial Delivery & Assembly $3,400.00 $3,400.00$3,400.00 1 2of Special Instructions:Silver Frame, Black pads Item Total:Tax:TOTAL: $81,148.00$0.00$81,148.00 Standard Terms and Conditions 1.All orders must be prepaid before shipment without approved credit. 2.These prices are subject to change after 30 days from document date. 3. There will be a 1.5% monthly service charge on all overdue accounts. The buyer is also responsible for any collection and/or legal fees involved in collecting past due accounts. 4.Any changes on orders must be made within 7 days after the order is accepted. 5. Clerical errors subject to correction. All prices and agreements are contingent upon strikes, accidents, and other causes avoidable or beyond our control. 6.Buyer agrees to promptly file claim for all goods damaged in transit. 7. There will be a 25-35% restocking charge on merchandise ordered but not accepted. Special orders are not refundable. Delivery, Set-Up and Freight charges will not be refunded. 8.A Preventative Maintenance Agreement is available for all equipment. 9.Equipment lease is available with approved credit. 10. All unit prices are F.O.B. manufacturer.11. Products purchased without commercial warranties that are placed in non-residential settings void manufacturer's warranty. All repair costs are customers responsibility. Please send check payments to: DBA Johnson Fitness & Wellness 1600 Landmark Drive Cottage Grove, WI 53527 Acceptance of Proposal: These prices, specifications and conditions are satisfactory and are hereby accepted. I am authorized to order the listed equipment with full understanding of the payment terms. Authorized Signature:_______________________________________________ Print Name:_______________________________________________ P.O. Number:_______________________________________________ Date of Acceptance: _______________________________________________ www.johnsonfit.com/commercial 2 2of Contract for Goods and Services This Contract (“Contract”) is made on the 9th day of August 2025, between the City of Eden Prairie, Minnesota (hereinafter “City”), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and Life Fitness, LLC, a Delaware limited liability company hereinafter “Vendor”) whose business address is 9525 W Bryn Mawr Avenue, Rosemont, IL 60018. Preliminary Statement The City has adopted a policy regarding the selection and hiring of vendors to provide a variety of goods and/or services for the City. That policy requires that persons, firms or corporations providing such goods and/or services enter into written agreements with the City. The purpose of this Contract is to set forth the terms and conditions for the provision of goods and/or services by Vendor for the purchase, delivery and assembly of 18 strength machines and their accessories and extraction of identified machines, hereinafter referred to as the “Work”. The City and Vendor agree as follows: 1. Scope of Work. The Vendor agrees to provide, perform and complete all the provisions of the Work in accordance with attached Exhibit A. Any general or specific conditions, terms, agreements, consultant or industry proposal, or contract terms attached to or a part of Exhibit A are declined in full and, accordingly, are deleted and shall not be in effect in any manner. 2. Term of Contract. All Work under this Contract shall be provided, performed and/or completed by December 31, 2025. 3. Compensation for Services. City agrees to pay the Vendor a fixed sum of $81,608.36 as full and complete payment for the goods, labor, materials and/or services rendered pursuant to this Contract within 30 days of completed installation. 4. Method of Payment. Vendor shall prepare and submit to City, on a monthly basis, itemized invoices setting forth work performed under this Contract. Invoices submitted shall be paid in the same manner as other claims made to the City. By making the claim for payment, the person making the claim is declaring that the account, claim, or demand is just and correct and that no part of it has been paid. 5. Staffing. The Vendor has designated Life Fitness staff to perform the Work. They shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Vendor may not remove or replace the designated staff without the approval of the City. [STAFFING PROVISION REQUIRED ONLY FOR SERVICES] Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E Standard Contract for Goods and Services Page 2 of 6 6. Standard of Care. Vendor shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. 7. Insurance. a. General Liability. Vendor shall maintain a general liability insurance policy with limits of at least $1,000,000.00 for each person, and each occurrence, for both personal injury and property damage. Vendor shall provide City with a Certificate of Insurance verifying insurance coverage before providing service to the City. b. Worker's Compensation. Vendor shall secure and maintain such insurance as will protect Vendor from claims under the Worker's Compensation Acts and from claims for bodily injury, death, or property damage which may arise from the performance of Vendor’s services under this Contract. c. Comprehensive Automobile Liability. Vendor shall maintain comprehensive automobile liability insurance with a $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) 8. Indemnification. Vendor will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney’s fees paid, incurred or for which it may be liable resulting from any breach of this Contract by Vendor, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Vendor, its agents, contractors and employees, relative to this Contract. City will indemnify and hold Vendor harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 9. Warranty. The Vendor expressly warrants and guarantees to the City that all Work performed and all materials furnished shall be in accord with the Contract and shall be free from defects in materials, workmanship, and operation which appear within a period of one year, or within such longer period as may be prescribed by law or in the terms of the Contract, from the date of City’s written acceptance of the Work. The City’s rights under the Contractor’s warranty are not the City’s exclusive remedy. The City shall have all other remedies available under this Contract, at law or in equity. 10. Termination. This Contract may be terminated by either party by seven (7) days' written notice delivered to the other party at the addresses written above. Upon termination under this provision if there is no fault of the Vendor, the Vendor shall be paid for services rendered until the effective date of termination. 11. Independent Contractor. At all times and for all purposes herein, the Vendor is an independent contractor and not an employee of the City. No statement herein shall be construed so as to find the Vendor an employee of the City. Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E Standard Contract for Goods and Services Page 3 of 6 12. Subcontract or Assignment. Vendor shall not subcontract any part of the services to be provided under this Contract; nor may Vendor assign this Contract, or any interest arising herein, without the prior written consent of the City. 13. Services Not Provided For. No claim for services furnished by Vendor not specifically provided for in Exhibit A shall be honored by the City. GENERAL TERMS AND CONDITIONS 14. Assignment. Neither party shall assign this Contract, nor any interest arising herein, without the written consent of the other party. 15. Compliance with Laws and Regulations. In providing services hereunder, the Vendor shall abide by statutes, ordinances, rules, and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules and regulations pertaining to the services to be provided shall constitute a material breach of this Contract and entitle the City to immediately terminate this Contract. 16. Conflicts. No salaried officer or employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Contract. The violation of this provision renders the Contract void. 17. Counterparts. This Contract may be executed in multiple counterparts, each of which shall be considered an original. 18. Damages. In the event of a breach of this Contract by the City, Vendor shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 19. Employees. Vendor agrees not to hire any employee or former employee of City and City agrees not to hire any employee or former employee of Vendor prior to termination of this Contract and for one (1) year thereafter, without prior written consent of the former employer in each case. 20. Enforcement. The Vendor shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the term of this Contract or thereafter of any of the rights or remedies of the City under this Contract. 21. Entire Contract, Construction, Application and Interpretation. This Contract is in furtherance of the City’s public purpose mission and shall be construed, interpreted, and applied pursuant to and in conformance with the City's public purpose mission. The entire agreement of the parties is contained herein. This Contract supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E Standard Contract for Goods and Services Page 4 of 6 hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Contract shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 22. Governing Law. This Contract shall be controlled by the laws of the State of Minnesota. 23. Non-Discrimination. During the performance of this Contract, the Vendor shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Vendor shall post in places available to employees and applicants for employment, notices setting forth the provision of this non- discrimination clause and stating that all qualified applicants will receive consideration for employment. The Vendor shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Vendor further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 24. Notice. Any notice required or permitted to be given by a party upon the other is given in accordance with this Contract if it is directed to either party by delivering it personally to an officer of the party, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed to the address listed on page 1 hereof. Notices shall be deemed effective on the earlier of the date of receipt or the date of mailing or deposit as aforesaid, provided, however, that if notice is given by mail or deposit, that the time for response to any notice by the other party shall commence to run one business day after any such mailing or deposit. A party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. 25. Rights and Remedies. The duties and obligations imposed by this Contract and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 26. Services Not Provided For. No claim for services furnished by the Vendor not specifically provided for herein shall be honored by the City. 27. Severability. The provisions of this Contract are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Contract. 28. Statutory Provisions. a. Audit Disclosure. In accordance with Minn. Stat. § 16C.05, subd. 5, the books, records, documents and accounting procedures and practices of the Vendor or other parties relevant to this Contract are subject to examination by the City and either the Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E Standard Contract for Goods and Services Page 5 of 6 Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Contract. This provision will survive the completion or termination of this Contract. b. Data Practices. Any reports, information, or data in any form given to, or prepared or assembled by the Vendor under this Contract which the City requests to be kept confidential, shall not be made available to any individual or organization without the City's prior written approval. This Contract is subject to the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13 (“MGDPA”). In accordance with Minn. Stat. § 13.05, subd. 11, to the extent this Contract requires Vendor to perform any function of the City, all government data, as defined in Minn. Stat. § 13.02, subd. 7, which is created, collected, received, stored, used, maintained, or disseminated by Vendor in performing any of the functions of the City during performance of this Contract is subject to the requirements of the MGDPA and Vendor shall comply with those requirements as if it were a government entity. All subcontracts entered into by Vendor in relation to this Contract shall contain similar MGDPA compliance language. These obligations will survive the completion or termination of the Contract. 29. Waiver. Any waiver by either party of a breach of any provisions of this Contract shall not affect, in any respect, the validity of this Contract. Executed as of the day and year first written above. CITY OF EDEN PRAIRIE __________________________________ Mayor ___________________________________ City Manager VENDOR By: ________________________________ Its: _______________________________ Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E Amber Roberson VP sales Standard Contract for Goods and Services Page 6 of 6 EXHIBIT A Quote/Proposal/Scope of Work Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E                        PREPARED BY Jared Allen   Email: jared.allen@lifefitness.com   Phone: (763) 300-4217    Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E QUOTE :   CPQ-24358      DATE :   09-09-2025    BILL TO : CITY OF EDEN PRAIRIE      SHIP TO : CITY OF EDEN PRAIRIE     COMMUNITY CENTER 16700 VALLEY VIEW RD      COMMUNITY CENTER 16700 VALLEY VIEW RD     EDEN PRAIRIE      EDEN PRAIRIE     MN  55346      MN 55346     US      US         ONSITE CONTACT       MEGAN MUNOZ         (952) 949-8402        mmunoz@edenprairie.org   ________________________________________________________________________________   Thank you for the opportunity to present a comprehensive equipment recommendation. It is an honor to be considered and we hope you will select us to partner with you to create a premier fitness facility for your organization.   Choosing the right fitness equipment can be daunting. The products you select must be easy to use and inviting for a variety of exercisers. They must be durable and reliable -- capable of standing up to the rigors of continued daily use. That is why partnering with an industry-leading manufacturer uniquely qualified to guide you through the process is so important.   Life Fitness has over 30 years' experience helping facilities select their fitness equipment and create customized fitness environments that encourage exercisers to work out more often and lead healthier lives. We offer the largest breadth of cardio, strength and performance-training equipment, value-added services, and ongoing support to ensure that your facilities' needs will be met in the years to come.   If you have any questions or comments regarding our proposal, please contact us as indicated below. The Life Fitness team looks forward to supporting you in the future.       Sincerely,     Jared        CPQ-24358  Inspiring the world to work out  Page 2    Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E #  DESCRIPTION   CONFIGURATIONDETAILS     QTY MSRP UNIT PRICE TOTAL PRICE  Strength     1  INSIGNIA ROW SS-RW     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,197.00      $0.00      $0.00     2  INSIGNIA SHOULDER PRESS SS-SP     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,302.00      $0.00      $0.00     3  INSIGNIA GLUTE SS-GL     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,197.00      $4,678.05      $4,678.05     4  INSIGNIA LATERAL RAISE SS-LR     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,197.00      $0.00      $0.00     5  INSIGNIA TRICEPS PRESS SS-TP     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,104.00      $4,617.60      $4,617.60     6  INSIGNIA LEG EXTENSION SS-LE     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,751.00      $5,038.15      $5,038.15     7  INSIGNIA SEATED LEG CURL SS-SLC     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,913.00      $5,143.45      $5,143.45     8  INSIGNIA ARC LEG PRESS SS-LP     Black Double Stitch UpholsteryEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $11,158.00      $7,252.70      $7,252.70     9  INSIGNIA SIT STAND HIPABDUCTION SS-SHB     Black Double Stitch UpholsteryEnglishC-LB Weight StackFull Shroud - Dark TranslucentS TrimPlatinum Frame      1     $7,104.00      $4,617.60      $4,617.60     10  INSIGNIA BACK EXTENSION SS-BE     Double Stitch Upholstery BlackEnglishC-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,451.00      $4,843.15      $4,843.15     CPQ-24358  Inspiring the world to work out  Page 3    Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E #  DESCRIPTION   CONFIGURATIONDETAILS     QTY MSRP UNIT PRICE TOTAL PRICE  Strength     11   INSIGNIA HIP ADDUCTION SS-HAD     Double Stitch Upholstery Black English C-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,104.00      $4,617.60      $4,617.60     12   INSIGNIA LEG CURL SS-LC     Double Stitch Upholstery Black English C-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,197.00      $4,678.05      $4,678.05     13   INSIGNIA ABDOMINAL SS-AB     Double Stitch Upholstery Black English C-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,197.00      $4,678.05      $4,678.05     14   INSIGNIA BICEPS CURL SS-BC     Double Stitch Upholstery Black English C-LB Weight StackFull Shroud - TranslucentS TrimPlatinum Frame      1     $7,197.00      $4,678.05      $4,678.05     15   INSIGNIA GLUTE BRIDGE SS-GLB     Platinum Frame Black Double Stitch Upholstery EnglishC-LB Weight StackFull Shroud - Dark TranslucentS Trim      1     $7,855.00      $5,105.75      $5,105.75     16   INSIGNIA PULLDOWN SS-PD     Charcoal Frame Double Stitch Upholstery Black EnglishC-LB Weight StackFull Shroud - TranslucentS Trim      1     $7,451.00      $4,843.15      $4,843.15     17   INSIGNIA TORSO ROTATION SS-TR     Platinum Frame Double Stitch Upholstery Black EnglishC-LB Weight StackFull Shroud - TranslucentS Trim      1     $7,601.00      $4,940.65      $4,940.65     18   INSIGNIA CHEST PRESS - DUAL AXIS SS-CPX     Platinum Frame Black Double Stitch Upholstery EnglishC-LB Weight StackFull Shroud - TranslucentS Trim      1     $7,855.00      $5,105.75      $5,105.75         Training / Education    1   LFA ONSITE TRAINING LFA ONSITE        1     $2,999.00    $0.00    $0.00     Fee    1     1  $0.00    3,000.00    $3,000.00    CPQ-24358  Inspiring the world to work out  Page 4    Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E #  DESCRIPTION   CONFIGURATIONDETAILS     QTY MSRP UNIT PRICE TOTAL PRICE  Fee      TRADE IN NON LIFE FITNESS STRENGTH EQUIPMENT TRADE IN STRGTH               CPQ-24358  Inspiring the world to work out  Page 5    Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E QUOTE :   CPQ-24358      DATE :   09-09-2025   BILL TO : CITY OF EDEN PRAIRIE     SHIP TO : CITY OF EDEN PRAIRIE   SHIPMENT :   High       FREIGHT TERMS :    Prepaid        FOB :   Destination        PAYMENT TERM :   NET 30           TOTAL MSRP :     $139,830.00     CUSTOMER DISCOUNT :    - $64,992.25     TRADE-IN :      - $3,000.00     SELLING PRICE :    $71,837.75     TARIFF SURCHARGE :   $1,496.76     FREIGHT / FUEL/ INSTALLATION :   $8,273.85      ESTIMATED SALES TAX :  $0.00     TOTAL (USD) :   $81,608.36    REMITTANCE  ADDRESS    2716 NETWORK PLACE   Discount based on package pricing. Any changes to products orQTYs may affect pricing Trade in credit includes:Life Fitness Abdominals - Signature SeriesLife Fitness Back Extension - Signature SeriesLife Fitness Biceps Curl - Signature SeriesLife Fitness Chest Press - Signature SeriesLife Fitness Glute - Signature SeriesLife Fitness Hip Abduction - Signature SeriesLife Fitness Hip Adduction - Signature SeriesLife Fitness Lateral Raise - Signature SeriesLife Fitness Leg Extension - Optima SeriesLife Fitness Pulldown - Signature SeriesLife Fitness Row/Rear Deltoid - Signature SeriesLife Fitness Seated Leg Curl - Signature SeriesLife Fitness Seated Leg Press - Signature SeriesLife Fitness Shoulder Press - Signature SeriesLife Fitness Triceps Press - Signature Series(15 total pieces of equipment)   CHICAGO, IL 60673      USA             CPQ-24358  Inspiring the world to work out  Page 6    Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E TERMS & CONDITIONS   This order quote is valid for 30 days. Buyer may accept by either (1) returning this quote with Buyer’s signature or (2) by Buyer issuing a Purchase Order against this quote to Life Fitness. In all cases, this order quote and its acceptance are subject to the Life Fitness Commercial Terms & Conditions of Sale posted online at www.lifefitness.com/en-us/legal/terms-conditions  which supersede any terms in Buyer’s purchase orders, policies, vendor guidelinesand any other documents that pre-date or post-date this purchase. Any inconsistent terms in Buyer’s documents are deemed to have been rejected.Upon acceptance by Buyer and then Life Fitness, this Agreement shall become legally binding and constitutes the sole and complete agreement of the parties.   For avoidance of doubt, if Buyer and Life Fitness executed an active Master Agreement, the applicable Master Agreement will govern this Agreementand the Life Fitness Standard Terms and Conditions will supplement. QUOTE APPROVAL USD OPERATING UNIT  SIGNATURE\s1_____________________  SIGNATURE \s2_____________________    NAME\n1__________________________  NAME\n2_________________________    TITLE\t1__________________________  TITLE\t2_________________________  DATE OF ACCEPTANCE\d1________      CPQ-24358  Inspiring the world to work out  Page 7    Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E 847.288.3300 | LIFEFITNESS.COM NEXT STEPS....... Thank you for your purchase of a Life Fitness product! Your dedicated Order Management Partner will serve as your primary point of contact throughout the order processing. Below, you’ll find key details and information required to ensure your product is manufactured, shipped, and installed to your complete satisfaction. Order Confirmation Within the next few weeks, you will receive an e-mail confirmation from your Order Management Partner that will provide the following information:  Estimated/Tentative window for delivery  Site Survey Link will be sent within the Order Confirmation email from your Order Management Partner. o This document will help our Installation partners to ensure they have the proper resources and equipment to properly install your order. o Please complete the Site Survey document upon receiving the link. Failing to complete the site survey may negatively impact the installation, such as missing equipment or insufficient labor to finish the job. o If there are any special needs for your project, please communicate that with your Order Management Partner at your earliest opportunity. Please be sure to notify your Order Manager promptly if there are any changes required for your order. Reconfirmation  If your order pertains to a Grand Opening, Major Refresh, Construction, or Special Event, your Order Management Partner will reach out approximately 30-90 days prior to the estimated Delivery Date to verify the status of your site readiness and ensure that any changes are notated in your order.  Any changes to your project should be promptly communicated to your Order Management Partner. Delivery Scheduling  Products typically take approximately 2-4 weeks to ship from our warehouse to the partnered installers warehouse.  Once our third-party installation provider has received your order, they will contact you to schedule a firm installation date and timeframe for your delivery. If you have any questions please feel free to contact your Order Management Partner for assistance. Thank you for choosing Life Fitness. We truly value your business and appreciate your trust as a customer. 9525 W.BRYN MAWR AVE, SUITE 600 ROSEMONT, IL 60018 Inspiring the world to work out Docusign Envelope ID: 27993EB3-32CB-4AF2-9E21-9DDB2743DC9E City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.O. Department: Rick Clark, Facilities Manager, Administration ITEM DESCRIPTION Maintenance Facility Streets Office Remodel REQUESTED ACTION Approve the Standard Construction Contract with Hamburg Builders Group for the base bid amount of $129,957 SUMMARY Staff received two bids shown below: Bidder Base Bid Hamburg Builders Group $129,957 Diversified Construction $130,321 Facilities and Streets staff worked together to reconfigure the Streets office to better support daily operations. The project incorporates a small portion of the lunchroom to create one connected workspace for the Streets team. The Sign Shop office is being relocated to free up about 300 square feet that will be converted into additional locker capacity. The scope includes constructing new office partitions and doors, updating interior finishes and flooring, modifying ceiling systems, and upgrading to LED lighting to fit the new layout. The project also adds an additional HVAC zone with a dedicated thermostat to serve the new office area and provides electrical and low voltage improvements to support workstations. The remodel further opens an existing office to be used by Parks and Recreation staff, placing it adjacent to the rest of the team to improve daily coordination. Funding for the project comes from the Facilities FF&E operating budget. ATTACHMENTS Standard Construction Contract with Hamburg Builders Group (rev. 6/2024) Construction Contract This Contract (“Contract”) is made on the 9th day of September, 2025, between the City of Eden Prairie, Minnesota (hereinafter "City"), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and Hamburg Builders Group LLC, a Minnesota company (hereinafter "Contractor") whose business address is 4530 Park Commons Dr, St louis Park, MN Apt. 212 55416. . Preliminary Statement The City has adopted a policy regarding the selection and hiring of contractors to provide a variety of services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Contract is to set forth the terms and conditions for the provision of services by Contractor for remodel work of office space at the Maintenance Facility in Eden Prairie hereinafter referred to as the "Work". The City and Contractor agree as follows: 1. Scope of Work/Proposal. The Contractor agrees to provide, perform and complete all the provisions of the Work in accordance with attached Exhibit A. Any general or specific conditions, terms, agreements, contractor or industry proposal, or contract terms attached to or a part of Exhibit A are declined in full and, accordingly, are deleted and shall not be in effect in any manner. 2. Time of Commencement and Completion. The Work to be performed under this Contract shall be commenced immediately after execution of this Contract. The Work shall be completed by January 30th, 2026. 3. Compensation for Services. City agrees to pay the Contractor a fixed sum of $129,957 as full and complete payment for the labor, materials and services rendered pursuant to this Contract and as described in Exhibit A. a. Any changes in the scope of the work which may result in an increase to the compensation due the Contractor shall require prior written approval by an authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. b. If Contractor is delayed in performance due to any cause beyond its reasonable control, including but not limited to strikes, riots, fires, acts of God, governmental actions, actions of a third party, or actions or inactions of City, the time for performance shall be extended by a period of time lost by reason of the delay. Contractor will be entitled to payment for its reasonable additional charges, if any, due to the delay. Standard Construction Contract (rev. 6/2024) Page 2 of 21 4. Method of Payment. The Contractor shall submit to the City, on a monthly basis, an itemized invoice for services performed under this Contract. Invoices submitted shall be paid in the same manner as other claims made to the City. a. Invoices. Contractor shall verify all statements submitted for payment in compliance with Minnesota Statutes Sections 471.38 and 471.391. For reimbursable expenses, if provided for in Exhibit A, the Contractor shall provide an itemized listing and such documentation as reasonably required by the City. Each invoice shall contain the City’s project number and a progress summary showing the original (or amended) amount of the contract, current billing, past payments and unexpended balance of the contract. Each invoice shall be accompanied by general lien waiver and further lien waivers from all subcontractors on the project waiving liens for work for which payment was requested by Contractor and paid for by City on the preceding invoice. b. Claims. By making the claim for payment, the person making the claim is declaring that the account, claim, or demand is just and correct and that no part of it has been paid. c. Final Payment. Contractor’s request for final payment shall be accompanied by Contractor’s affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the City or its property might in any way be responsible, have been paid or otherwise satisfied. Final payment, constituting the entire unpaid balance of the Contract Sum, shall be paid by the City to the Contractor when the Work has been completed, the Contract fully performed, and the City accepts the Work in writing. The acceptance of final payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of Application for Final Payment. d. Income Tax Withholding. No final payment shall be made to the Contractor until the Contractor has provided satisfactory evidence to the City that the Contractor and each of its subcontracts has complied with the provisions of Minn. Stat. Section 290.92 relating to withholding of income taxes upon wages. A certificate from the Commissioner of Revenue shall satisfy this requirement. 5. Standard of Care. Contractor shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. Contractor shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Contractor's breach of this standard of care. Contractor shall put forth reasonable efforts to complete its duties in a timely manner. Contractor shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Contract. Contractor shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. Standard Construction Contract (rev. 6/2024) Page 3 of 21 6. Project Manager and Staffing. The Contractor shall designate a Project Manager and notify the City in writing of the identity of the Project Manager before starting work on the Project. The Project Manager shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Contractor may not remove or replace the Project Manager without the approval of the City. 7. Condition and Inspection. All goods and other materials furnished under this Contract shall be new and in current manufacture, unless otherwise specified, and all goods and work shall be of good quality, free from faults and defects and in conformance with this Contract. All goods and work not conforming to these requirements shall be considered defective. Goods shall be subject to inspection and testing by the City. Defective goods or goods not in current manufacture may be returned to the Contractor at the Contractor’s expense. 8. Correction of Work. The Contractor shall promptly correct all Work rejected by the City as defective or as failing to conform under this Contract whether observed before or after completion of the Work and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected Work. 9. Warranty. The Contractor expressly warrants and guarantees to the City that all Work performed and all materials furnished shall be in accord with the Contract and shall be free from defects in materials, workmanship, and operation which appear within a period of one year, or within such longer period as may be prescribed by law or in the terms of the Contract, from the date of City’s written acceptance of the Work. The City’s rights under the Contractor’s warranty are not the City’s exclusive remedy. The City shall have all other remedies available under this Contract, at law or in equity. Should any defects develop in the materials, workmanship or operation of the system within the specified period, upon notice from the City, the Contractor agrees, within ten (10) calendar days after receiving written notice and without expense to the City, to repair, replace and in general to perform all necessary corrective Work with regard to the defective or nonconforming Work or materials to the satisfaction of the City. THE FOREGOING SHALL NOT IN ANY MANNER LIMIT THE CITY’S REMEDY OR THE CONTRACTOR’S LIABILITY TO THOSE DEFECTS APPEARING WITHIN THE WARRANTY PERIOD. The Contractor agrees to perform the Work in a manner and at a time so as to minimize any damages sustained by the City and so as to not interfere with or in any way disrupt the operation of the City or the public. The corrective Work referred to above shall include without limitation, (a) the cost of removing the defective or nonconforming Work and materials from the site, (b) the cost of correcting all Work of other Contractors destroyed or damaged by defective or nonconforming Work and materials including the cost of removal of such damaged Work and materials form the site, and (c) the cost of correcting all damages to Work of other Contractors caused by the removal of the defective or nonconforming Work or materials. The Contractor shall post bonds to secure the warranties. Standard Construction Contract (rev. 6/2024) Page 4 of 21 10. Private Property. The Contractor shall not enter upon private property for any purpose without having previously obtained permission from the City. The Contractor shall be responsible for the preservation of, and shall use every precaution to prevent damage to all trees, shrubbery, plants, lawns, fences, culverts, bridges, pavements, driveways, sidewalks, etc.; all water, sewer and gas lines; all conduits; all overhead pole lines or appurtenances thereof; and all other public or private property along or adjacent to the work. 11. Removal of Construction Equipment, Tools and Supplies. At the termination of this Contract, before acceptance of the Work by the City, the Contractor shall remove all of Contractor’s equipment, tools and supplies from the property of the City. Should the Contractor fail to remove such equipment, tools and supplies, the City shall have the right to remove them and deduct the cost of removal from any amount owed to Contractor. 12. Suspension of Work by City. The City may at any time suspend the Work, or any part thereof, by giving ten (10) days' notice to the Contractor in writing. The work shall be resumed by the Contractor within ten (10) days after the date fixed in the written notice from the City to the Contractor to resume. If the City’s suspension of all or part of the Work causes additional expenses not due to the fault or negligence of the Contractor, the City shall reimburse the Contractor for the additional expense incurred due to suspension of the work. Claims for such compensation, with complete substantiating records, shall be filed with the City within ten (10) days after the date of order to resume Work in order to receive consideration. This paragraph shall not be construed as entitling the Contractor to compensation for delays due to inclement weather, failure to furnish additional surety or sureties specified herein, for suspension made at the request of the Contractor, or for any other delay provided for in this Contract. 13. City’s Right to Carry Out the Work. If the Contractor defaults or neglects to carry out the Work in accordance with the Contract or fails to perform any provisions of the Contract, the City may, after ten (10) days written notice to the Contractor and without prejudice to any other remedy the City may have, make good such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payment then or thereafter due the Contractor the cost of correcting such deficiencies. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the City. 14. City’s Right to Terminate Contract and Complete the Work. The City has the right to terminate this Contract for any of the following reasons: a. The Contractor is adjudged bankrupt, makes a general assignment for the benefit of creditors, or becomes insolvent; b. Failure of Contractor to supply adequate properly skilled workmen or proper materials; c. Failure of Contractor to make prompt payment to subcontractor for material or labor; d. Any disregard of laws, ordinances or proper instructions of the City; e. Assignment or work without permission of the City; Standard Construction Contract (rev. 6/2024) Page 5 of 21 f. Abandonment of the work by Contractor; g. Failure to meet the work progress schedule set forth in this Contract; h. Unnecessary delay which, in the judgment of the City, will result in the work not being completed in the prescribed time. Termination of the Contract shall be preceded by ten (10) days written notice by the City to the Contractor and its surety stating the grounds for termination and the measures, if any, which must be taken to assure compliance with the Contract. The Contract shall be terminated at the expiration of such ten (10) day period unless the City Council shall withdraw its notice of termination. Upon termination of the Contract by the City, the City may, without prejudice to any other remedy the City may have, take possession of the site and of all materials, equipment, tools, construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever methods the City may deem expedient at the Contractor’s expense. Upon Contract termination, the Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the contract price exceeds the expense of finishing the Work, including compensation for additional managerial and administrative services, the excess shall be paid to the Contractor. If such expense exceeds the unpaid balance, the Contractor shall pay the difference to the City. In the event that the Contractor abandons the Work, fails or refuses to complete the Work or fails to pay just claims for labor or material, the City reserves the right to charge against the Contractor all legal, engineering, or other costs resulting from such abandonment, failure or refusal. Legal costs will include the City's cost of prosecuting or defending any suit in connection with such abandonment, failure or refusal, and non-payment of claims wherein the City is made co-defendant, and the Contractor agrees to pay all costs, including reasonable attorney's fees. 15. Contractor’s Right to Terminate Contract. The Contractor may terminate this Contract upon ten (10) days written notice to the City for any of the following reasons: a. If an order of any court or other public authority caused the Work to be stopped or suspended for a period of 90 days through no act or fault of the Contractor or its employees. b. If the City should fail to pay any undisputed sum owed Contractor within forty-five (45) days after the sum becomes due. 16. Performance and Payment Bonds. The Contractor shall post a Performance and Payment Bond each in an amount equal to one hundred percent (100%) of the payments due Contractor to insure the prompt and faithful performance of this Contract by Contractor and to insure prompt payment to the subcontractor and suppliers of the Contractor. The Bonds Standard Construction Contract (rev. 6/2024) Page 6 of 21 shall be in a form approved by the City. Contractor shall provide the Bond to the City before commencing work and together with the executed contract document. If the Performance and/or Payment Bond are not submitted as provided herein, this Contract shall be considered void. [BONDS ARE REQUIRED FOR A CONSTRUCTION CONTRACT THAT IS $175,000 OR MORE; THEY ARE OPTIONAL FOR ANY CONTRACT THAT IS LESS THAN $175,000] 17. Subcontractor. The Contractor shall bind every subcontractor and every subcontractor shall agree to be bound by the terms of this Contract as far as applicable to its work, unless specifically noted to the contrary in a subcontract approved in writing as adequate by the City. The Contractor shall pay any subcontractor involved in the performance of this Contract within the ten (10) days of the Contractor's receipt of payment by the City for undisputed services provided by the subcontractor. If the Contractor fails within that time to pay the subcontractor any undisputed amount for which the Contractor has received payment by the City, the Contractor shall pay interest to the subcontractor on the unpaid amount at the rate of 1.5 percent per month or any part of a month. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less than $100, the Contractor shall pay the actual interest penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 18. Responsible Contractor Contractor warrants under oath that Contractor is in compliance with the minimum criteria required of a “responsible contractor” as that term is defined in Minnesota Statutes § 16C.285, subd. 3. Contractor has provided to City a list of all of its first-tier subcontractors and motor carriers that it intends to retain for work on the project. The Contractor has obtained from all subcontractors and motor carriers with which it will have a direct contractual relationship a signed statement under oath by an owner or officer verifying that the subcontractor or motor carrier meets all of the minimum criteria in § 16C.285, subd. 3. If Contractor retains additional subcontractors or motor carriers on the project after submitting its verification of compliance, the Contractor shall obtain verification of compliance from each additional subcontractor and motor carrier with which it has a direct contractual relationship and shall submit to the City a supplemental verification confirming the subcontractor’s and motor carrier’s compliance with subdivision 3, clause (7), within 14 days of retaining the additional subcontractors or motor carriers. Contractor shall submit to the City upon request copies of the signed verifications of compliance from all subcontractors and motor carriers of any tier pursuant to Minn. Stat. § 16C.285, subd. 3(7). A false statement under oath, by Contractor, subcontractor, or motor carrier, verifying compliance with any of the minimum criteria may result in termination of the Contract. 19. Independent Contractor. Contractor is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall Standard Construction Contract (rev. 6/2024) Page 7 of 21 deem necessary and appropriate for the performance of its obligations pursuant to this Contract, who shall be employees, and under the direction, of Contractor and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Contractor an employee of the City. 20. Insurance. a. General Liability. Prior to starting the Work, Contractor shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of operations by Contractor or by any subcontractor or by anyone employed by any of them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, required by law, or the insurance coverage actually obtained by Contractor, whichever is greater. b. Contractor shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Worker’s Compensation Statutory Limits Employer’s Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General $1,000,000 property damage and bodily Liability injury per occurrence $2,000,000 general aggregate $2,000,000 Products – Completed Operations Aggregate $100,000 fire legal liability each occurrence $5,000 medical expense Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Umbrella or Excess Liability $1,000,000 c. Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. Standard Construction Contract (rev. 6/2024) Page 8 of 21 d. Contractor shall maintain “stop gap” coverage if Contractor obtains Workers’ Compensation coverage from any state fund if Employer’s liability coverage is not available. e. All policies, except the Worker’s Compensation Policy, shall name the “City of Eden Prairie” as an additional insured. f. All policies, except Worker’s Compensation Policy, and Professional Liability Policy, shall name the “City of Eden Prairie” as an additional insured including products and completed operations. g. All policies shall contain a waiver of subrogation in favor of the City. h. All General Liability policies, Automobile Liability policies, and Umbrella policies shall contain a waiver of subrogation in favor of the City. i. All polices, except the Worker’s Compensation Policy, shall insure the defense and indemnity obligations assumed by Contractor under this Contract. j. Contractor agrees to maintain all coverage required herein throughout the term of the Contract and for a minimum of two (2) years following City’s written acceptance of the Work. k. It shall be Contractor’s responsibility to pay any retention or deductible for the coverage’s required herein. l. All policies shall contain a provision or endorsement that coverages afforded thereunder shall not be cancelled or non-renewed or restrictive modifications added, without thirty (30) days’ prior notice to the City, except that if the cancellation or non-renewal is due to non-payment, the coverages may not be terminated or non-renewed without ten (10) days’ prior notice to the City. m. Contractor shall maintain in effect all insurance coverages required under this Paragraph at Contractor’s sole expense and with insurance companies licensed to do business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless specifically accepted by City in writing. n. A copy of the Contractor’s Certificate of Insurance which evidences the compliance with this Paragraph, must be filed with City prior to the start of Contractor’s Work. Upon request a copy of the Contractor’s insurance declaration page, Rider and/or Endorsement, as applicable shall be provided. Such documents evidencing Insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Contractor has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate Standard Construction Contract (rev. 6/2024) Page 9 of 21 of Insurance, declaration page, Rider, Endorsement or certificates or other evidence of insurance, or to advise Contractor of any deficiencies in such documents and receipt thereof shall not relieve Contractor from, nor be deemed a waiver of, City’s right to enforce the terms of Contractor’s obligations hereunder. City reserves the right to examine any policy provided for under this paragraph. o. Effect of Contractor’s Failure to Provide Insurance. If Contractor fails to provide the specified insurance, then Contractor will defend, indemnify and hold harmless the City, the City's officials, agents and employees from any loss, claim, liability and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Contractor, its subcontractors, agents, employees or delegates. Contractor agrees that this indemnity shall be construed and applied in favor of indemnification. Contractor also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity, the City may require Contractor to: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Contractor's insurance company. Contractor will take the action required by the City within fifteen (15) days of receiving notice from the City. 21. Indemnification. Contractor will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney’s fees paid, incurred or for which it may be liable resulting from any breach of this Contract by Contractor, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Contractor, its agents, contractors and employees, relative to this Contract. City will indemnify and hold Contractor harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 22. Ownership of Documents. All plans, diagrams, analyses, reports and information generated in connection with the performance of the Contract (“Information”) shall become the property of the City, but Contractor may retain copies of such documents as records of the Standard Construction Contract (rev. 6/2024) Page 10 of 21 services provided. The City may use the Information for its purposes and the Contractor also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Contract does not relieve any liability on the part of the Contractor, but any use of the Information by the City or the Contractor beyond the scope of this Contract is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 23. Mediation. Each dispute, claim or controversy arising from or related to this agreement shall be subject to mediation as a condition precedent to initiating legal or equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the American Arbitration Association and the other party. No legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. Cost of mediation shall be shared equally between the parties. Mediation shall be held in the City of Eden Prairie unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. GENERAL TERMS AND CONDITIONS 24. Assignment. Neither party shall assign this Contract, nor any interest arising herein, without the written consent of the other party. 25. Compliance with Laws and Regulations. In providing services hereunder, the Contractor shall abide by statutes, ordinances, rules, and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules and regulations pertaining to the services to be provided shall constitute a material breach of this Contract and entitle the City to immediately terminate this Contract. 26. Conflicts. No salaried officer or employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Contract. The violation of this provision renders the Contract void. 27. Counterparts. This Contract may be executed in multiple counterparts, each of which shall be considered an original. 28. Damages. In the event of a breach of this Contract by the City, Contractor shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 29. Employees. Contractor agrees not to hire any employee or former employee of City and City agrees not to hire any employee or former employee of Contractor prior to Standard Construction Contract (rev. 6/2024) Page 11 of 21 termination of this Contract and for one (1) year thereafter, without prior written consent of the former employer in each case. 30. Enforcement. The Contractor shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the term of this Contract or thereafter of any of the rights or remedies of the City under this Contract. 31. Entire Contract, Construction, Application and Interpretation. This Contract is in furtherance of the City’s public purpose mission and shall be construed, interpreted, and applied pursuant to and in conformance with the City's public purpose mission. The entire agreement of the parties is contained herein. This Contract supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Contract shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 32. Governing Law. This Contract shall be controlled by the laws of the State of Minnesota. 33. Non-Discrimination. During the performance of this Contract, the Contractor shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Contractor shall post in places available to employees and applicants for employment, notices setting forth the provision of this non-discrimination clause and stating that all qualified applicants will receive consideration for employment. The Contractor shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Contractor further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 34. Notice. Any notice required or permitted to be given by a party upon the other is given in accordance with this Contract if it is directed to either party by delivering it personally to an officer of the party, or if mailed in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, or if deposited cost paid with a nationally recognized, reputable overnight courier, properly addressed to the address listed on page 1 hereof. Notices shall be deemed effective on the earlier of the date of receipt or the date of mailing or deposit as aforesaid, provided, however, that if notice is given by mail or deposit, that the time for response to any notice by the other party shall commence to run one business day after any such mailing or deposit. A party may change its address for the service of notice by giving written notice of such change to the other party, in any manner above specified, 10 days prior to the effective date of such change. Standard Construction Contract (rev. 6/2024) Page 12 of 21 35. Rights and Remedies. The duties and obligations imposed by this Contract and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 36. Services Not Provided For. No claim for services furnished by the Contractor not specifically provided for herein shall be honored by the City. 37. Severability. The provisions of this Contract are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Contract. 38. Statutory Provisions. a. Audit Disclosure. In accordance with Minn. Stat. § 16C.05, subd. 5, the books, records, documents and accounting procedures and practices of the Contractor or other parties relevant to this Contract are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Contract. This provision will survive the completion or termination of this Contract. b. Data Practices. Any reports, information, or data in any form given to, or prepared or assembled by the Contractor under this Contract which the City requests to be kept confidential, shall not be made available to any individual or organization without the City's prior written approval. This Contract is subject to the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13 (“MGDPA”). In accordance with Minn. Stat. § 13.05, subd. 11, to the extent this Contract requires Contractor to perform any function of the City, all government data, as defined in Minn. Stat. § 13.02, subd. 7, which is created, collected, received, stored, used, maintained, or disseminated by Contractor in performing any of the functions of the City during performance of this Contract is subject to the requirements of the MGDPA and Contractor shall comply with those requirements as if it were a government entity. All subcontracts entered into by Contractor in relation to this Contract shall contain similar MGDPA compliance language. These obligations will survive the completion or termination of the Contract. 39. Waiver. Any waiver by either party of a breach of any provisions of this Contract shall not affect, in any respect, the validity of the remainder of this Contract. Executed as of the day and year first written above. Standard Construction Contract (rev. 6/2024) Page 13 of 21 CITY OF EDEN PRAIRIE __________________________________ Mayor ___________________________________ City Manager CONTRACTOR By: ________________________________ Its: ________________________________ Standard Construction Contract (rev. 6/2024) Page 14 of 21 EXHIBIT A Proposal/Scope of Work Standard Construction Contract (rev. 6/2024) Page 15 of 21 Standard Construction Contract (rev. 6/2024) Page 16 of 21 Standard Construction Contract (rev. 6/2024) Page 17 of 21 Standard Construction Contract (rev. 6/2024) Page 18 of 21 Standard Construction Contract (rev. 6/2024) Page 19 of 21 Standard Construction Contract (rev. 6/2024) Page 20 of 21 Standard Construction Contract (rev. 6/2024) Page 21 of 21 City Council Agenda Cover Memo Date: September 16, 2025 Section: Consent Calendar Item Number: VII.P. Department: Alecia Rose, Administrative Services/HR Director, Administration ITEM DESCRIPTION Update to Human Resources Information System (HRIS) and Payroll Service Provider contract. REQUESTED ACTION Approve Amended and Restated Master Services Agreement and Order Form dated September 11, 2025 with UKG Inc. for a Human Resources Information System (HRIS) and Payroll Service Provider. SUMMARY UKG provides HRIS and payroll services to the City. The City and UKG have been operating under contractual terms and conditions that the City negotiated in 2014 with Ultipro, Inc., which was recently acquired by UKG. Through a requested module upgrade for the City’s current HRIS and Payroll Service Provider, UKG requested that the City enter into a new Master Agreement that contains updated terms and conditions. In connection with the module upgrade and agreement, UKG offered the City a new contract for all products and services. The City pays UKG subscription fees for the ongoing services on a per-compensated-employee basis. The new contract is for 5 years with no annual price increases to subscription fees during that time, which is a benefit over the previous contract, which increased 3% per year. The new module is for an outdated time management system that is will no longer be supported by UKG. The one-time price for implementing the new module is $37,400. The attached Order incorporates this new module and continues services already provided by UKG. ATTACHMENTS Amended and Restated Master Services Agreement Order Form Dated September 11, 2025 MSA v2024.08.28 US.EN US Public Sector Page 1 of 19 Amended and Restated Master Services Agreement This Amended and Restated Master Services Agreement (this “Agreement”) is made between the UKG entity (“UKG”) and the City of Eden Prairie, Minnesota (“Customer”) and sets forth the terms and conditions governing Customer’s use of UKG Software as a Services offerings, Equipment and other related Professional Training and Support Services that are stated on the Order or Statement of Work, including any attachments thereto. This Agreement is effective as of the date of the last Party to sign below (“Effective Date”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to them in the applicable Order or SOW. RECITALS A. UKG (or UKG’s predecessor-in-interest, the Ultimate Software Group, Inc.) and Customer entered into The Ultimate Software Group, Inc. SaaS Services Agreement with an effective date of November 18, 2014 (the “SaaS Master Agreement”), an UltiPro Talent Acquisition Supplement with an effective date of June 15, 2015, an Amendment to the SaaS Master Agreement dated June 18, 2019, an Amendment to the SaaS Master Agreement dated October 27, 2020, and an Amendment to the SaaS Master Agreement dated September 5, 2023. The SaaS Master Agreement, the Talent Acquisition Supplement, and the amendments are collectively referred to herein as the “Prior Agreement”. B. UKG has proposed new terms and conditions to apply to all current and future Orders or Statements of Work under the Prior Agreement. C. The Parties wish to enter into this Amended and Restated Master Services Agreement to reflect the new terms and conditions, which will wholly supersede and replace the Prior Agreement 1. Services 1.1 Subscription Services. The Subscription Services will be identified in the Order. During the Initial Term and all applicable Renewal Terms defined in the Order, UKG will provide the Subscription Services to Customer and Customer may use such Subscription Services solely for its internal business purposes to manage the type and number of its employees subject to and conditioned on payment by Customer of all fees and Customer’s compliance with this Agreement, the Services Description, the Documentation, and the Order. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by UKG regarding future functionality or features. 1.2 Support Services. UKG shall maintain a trained and knowledgeable staff capable of providing support for the Subscription Services. UKG will use commercially reasonable diligence to correct reproducible errors when reported to UKG and provide phone, email, or online support 24 hours a day / 7 days a week as set forth in the UKG Support Policy located in the applicable Services Description and also available at https://www.ukg.com/saas-support-policies-and-services. UKG will also provide scheduled and periodic enhancements and modifications to the Subscription Services, including bug fixes, to correct reproducible errors reported to UKG. 1.3 Professional Services. UKG will provide the Professional Services listed in the Order, in accordance with the applicable Statement of Work. If Customer requests additional Services that were not previously identified on an Order or Statement of Work, then the Parties may need to execute additional Orders or Statements of Work. 1.4 Training Services. In connection with a Subscription Service, UKG will provide (a) live virtual training facilitated by a knowledgeable instructor and delivered remotely via a published schedule intended for (i) the core team to help key functional and technical users make informed solution design and configuration decisions and to provide fundamental product knowledge, and (ii) an application and system administrator to prepare functional and technical super users to perform their most common tasks in the solution; and (b) self-paced product training. Training Services outside the scope of this section shall be provided by UKG as described in the Order and Statement of Work. 2. Acknowledgements 2.1 Reservation of Rights. The Subscription Services are provided with a limited right to use and are not sold, and UKG reserves and retains all rights not expressly granted in this Agreement. UKG has and shall maintain sole and exclusive ownership of all rights, title, and interests in the Services and Documentation, and all modifications and enhancements thereof (including ownership of all trade secrets, copyrights, trademarks, brands, and other intellectual property rights pertaining thereto). There will be no “work for hire” created as part of the Services or any deliverables owned by Customer, and all works, customizations, models, and developments created by UKG shall be considered a part of the Services. 2.2 Use Restrictions. Except as expressly provided in this Agreement, no other use of the Subscription Services is MSA v2024.08.28 US.EN US Public Sector Page 2 of 19 permitted. Customer may not, and may not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Subscription Services, including, without limitation, any third party components, or otherwise attempt to derive source code, trade secrets, or knowhow from the Subscription Services; (b) license, sell, transfer, assign, distribute, or outsource use of the Subscription Services or Documentation, or provide service bureau, data processing, or time sharing access to the Subscription Services, or otherwise use the Subscription Services to provide payroll or human resource record keeping for third parties; (c) create Internet "links" to the Subscription Services or "frame" or "mirror" the Subscription Services on any other server, or wireless or Internet-based device; (d) access or use the Subscription Services or Documentation to build or support, directly or indirectly, products or services competitive to UKG; (e) interfere with or disrupt the integrity or performance of any Subscription Services or any data contained therein; (f) attempt to gain unauthorized access to any Subscription Services or its related data, systems, or networks; or (g) remove or alter any proprietary notices or marks on the Subscription Services or Documentation. 2.3 Customer Feedback. Customer has no obligation to provide UKG with any suggestion, enhancement request, recommendation, evaluation, correction, or other feedback about the Services (“Feedback”), but if it does, Customer grants to UKG and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute, disclose, create derivative works, and make and incorporate such Feedback into its Services for any purpose. UKG has no obligation to incorporate or apply any Feedback to the Services. 2.4 Consent to Subcontract. Customer hereby consents to UKG subcontracting Services to persons or companies qualified by UKG to provide Services on UKG’s behalf. UKG may also fulfill its obligations related to certain Services through its affiliates. UKG shall be responsible for the actions of its subcontractors and Affiliates. 2.5 Compliance with Laws. UKG shall comply with Applicable Laws in performing its obligations hereunder. Customer shall comply with Applicable Laws when using the Services and remains solely responsible for its compliance with Applicable Laws, including, but not limited to, with respect to the configuration and use of the Services and regardless of whether UKG provides assistance with Customer compliance matters. Customer acknowledges that the specific record retention requirements established under Applicable Laws relating to Customer are the responsibility of Customer and not UKG. 2.6 Upgrades and Modifications. 2.6.1 Upgrades. The Subscription Services may be upgraded or changed at any time as required by normal business conditions, provided that such changes will not materially diminish the functionality of the Subscription Services. Any changes to the Subscription Services will be applicable to all UKG customers of the Subscription Services and material changes will be deployed with reasonable advance notice. 2.7 Acceptable Use. Customer will use the Subscription Services in full compliance with the Acceptable Use Policy attached as Exhibit 1 and which could be found in http://www.ukg.com/acceptable-use-policy (“Acceptable Use Policy”), which requires Customer not to (a) use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive, (b) use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device, (c) interfere with or fail to cooperate with any UKG investigation of a security incident involving any UKG system, infrastructure or customer data, (d) make network connections to any users, hosts, or networks unless Customer has permission to communicate with them, and (e) use the Service to distribute, publish, send, or facilitate the sending of unsolicited mass e-mails or other messages. 2.8 Access Credentials. Except as otherwise provided herein, Customer will not provide any third party with access credentials to the Subscription Services and will safeguard and compel all users to safeguard the access credentials. Customer will be responsible for all acts and omissions of its users. Customer will notify UKG promptly if it learns of any unauthorized use of any access credentials or any other known or suspected breach of security. If Customer allows use of the Subscription Services by any of its departments or public agencies which Customer controls without requiring such department or public agency to execute a separate Order with UKG to establish its own tenant environment, then Customer will be fully responsible and liable for all use and misuse of the Subscription Services by such Affiliate, and will fully cooperate with UKG in enforcing all of its rights to, interests in, and protection of the Services, including in seeking equitable remedies against any Affiliate that breaches this Agreement. Customer may also allow use of the Subscription Services by its legally bound contractors, provided such use is solely on Customer’s behalf, is strictly in compliance with the terms and conditions of this Agreement, Customer at all times remains in control of and retains management over the Subscription Services, and Customer is liable for all breaches of this Agreement by such contractor. Customer authorizes UKG to provide such Customer contractors access to the Subscription Services. 2.9 Connectivity. Customer is responsible for securing, paying for, and maintaining connectivity to the Subscription Services from Customer’s location(s) via the internet, including any and all related hardware, software, third party services, and related equipment and components for such connectivity. Customer agrees that UKG will have no liability for such connectivity and Customer will not be excused from any of its obligations under the Agreement due to the quality, speed, MSA v2024.08.28 US.EN US Public Sector Page 3 of 19 or interruption of the communication lines from the Customer’s location(s) to the internet. 2.10 UKG confirms to the Customer that it is solvent, not in bankruptcy proceedings or receivership, nor is it engaged in any proceedings, to the best of its knowledge and belief at the time of signature, which would have an adverse effect on its ability to perform its obligations under this Agreement. 3. Fees and Taxes UKG understands that Customer may be subject to Applicable Laws governing payment, including availability of funds, timing of payments, late payment interest penalties, and taxes. 3.1 Fees. Customer will pay the fees on the payment terms and in the currency indicated in the Order. For each Order, the billing period of the fees will start on the Billing Start Date as set forth in the Order and will continue for the time period indicated as the Initial Term and all Renewal Terms, each as defined on the Order. Customer is responsible to pay for the Services for the entire Initial Term and each Renewal Term. UKG may increase the fees as set forth in the Order., The increased fees will be set forth in the applicable invoice. Except as otherwise specified in the Order and this Agreement (a) subscription fees are based on Subscription Services purchased and not time of actual usage; (b) minimum quantities purchased cannot be decreased during the relevant the then current Initial Term or Renewal Term; (c) additional quantities may be purchased; and (d) payment obligations are non-cancelable and fees paid are non-refundable. 3.2 Taxes. This section applies only if Customer has not provided with a valid tax exemption certificate authorized and honored by applicable taxing authorities that covers all Taxes. The fees exclude, and Customer will be responsible for, all applicable sales, use, excise, withholding, VAT, and any other similar taxes, duties and charges of any kind imposed by any governmental entity in connection with the Services (excluding taxes based solely on UKG's income)(“Taxes”). 3.3 Late Payment. Any invoices not reasonably disputed in writing within thirty (30) days from the date of receipt will be deemed undisputed and due. All undisputed invoices not paid within thirty (30) days after the date such amounts are due and payable may accrue interest at a rate up to the maximum allowable by applicable law. Customer will reimburse UKG for any additional reasonable cost incurred by UKG in connection with collecting any undisputed amounts payable under this Agreement. If Customer is more than thirty (30) days overdue in its payment of an undisputed amount due, then UKG reserves the right to suspend the Services provided under the applicable Order, but only until such payment is made to UKG and provided that UKG gives Customer at least ten (10) business days prior written notice of the overdue amount before UKG suspends the Services. Upon payment in full of all overdue amounts, UKG will restore the Services. 4. Data, Security and Privacy 4.1 Ownership of Customer Data. Customer shall retain ownership of all rights, title, and interests in and to Customer Data. No ownership rights in Customer Data will transfer to UKG. UKG will maintain backup copies of Customer Data as required to maintain and provide the Services, but Customer is responsible for maintaining backup copies of all data and information that Customer inputs into the Services or otherwise provides to UKG. 4.2 Use of Customer Data. Consistent with common Software as a Service (SaaS) industry practices and in accordance with Applicable Laws, UKG collects Customer Data to keep Services regularly up to date with appropriate market standards and security. All Customer Data collected is used solely for the purpose of providing and improving the Services and enhancing the customer experience with new functionalities. 4.3 Collection of Personal Information. Services may employ applications and tools that collect and process Personal Information that may be required by UKG to provide the requested Services or functionality included in or related to those Services. If Customer wishes to stop the collection and processing of Personal Information, Customer may need to uninstall or discontinue using certain Services. 4.4 Data Privacy and Security. Each Party agrees to comply with Applicable Laws in its processing of Personal Information. UKG and its subprocessors will process Personal Information in accordance with UKG’s DPA . UKG acknowledges that this Agreement shall remain subject to the provisions of the Minnesota Government Data Practices Act (Minnesota Statutes Chapter 13) if and to the extent applicable. All Customer Data will be secured and protected as set forth in the Technical and Organizational Measures of UKG’s DPA. 5. Confidentiality 5.1 Definition. “Confidential Information” is any non-public information relating to a Party that is disclosed pursuant to any Order or this Agreement, and which reasonably should be understood by the recipient of such information to be confidential because of (a) legends or other markings; (b) the circumstances of the disclosure; or (c) the nature of the MSA v2024.08.28 US.EN US Public Sector Page 4 of 19 information itself. 5.2 Exceptions. Information will not be considered Confidential Information if the information was (a) in the public domain without any breach of this Agreement; (b) disclosed to the receiving Party on a non-confidential basis from a source lawfully in possession of such Confidential Information and, to the knowledge of the receiving Party, is not prohibited from disclosing such Confidential Information to receiving Party; (c) released in writing from confidential treatment by disclosing Party; or (d) is independently developed by the receiving Party without use of or reference to the Confidential Information. 5.3 Nondisclosure. Except as expressly permitted in this section, neither Party will disclose the other Party’s Confidential Information to any third party. 5.4 Protection. Each Party will secure and protect the Confidential Information of the other Party with a reasonable standard of care commensurate with the sensitivity of such Confidential Information and using precautions that are at least as stringent as it takes to protect its own Confidential Information of like nature, but no less than reasonable precautions. 5.5 Use. Each Party will only use the Confidential Information of the other Party as expressly permitted by or as required to exercise their rights, duties, and obligations under this Agreement. 5.6 Disclosure Exceptions. Confidential Information may be shared with and disclosed to (a) any Affiliate, subcontractor, or other third party who has a need to know to enable the receiving Party to exercise its rights or perform its obligations in connection with this Agreement and have non-disclosure obligations at least as stringent as the confidentiality provisions of this Agreement that apply to the Confidential Information; or (b) any court or governmental agency of competent jurisdiction, pursuant to a subpoena, order, civil investigative demand or similar process with which the receiving Party is legally obligated to comply, and of which the receiving Party notifies disclosing Party as required by a legal process, including in connection with any proceeding to establish a Party’s rights or obligations under this Agreement (provided however that, when permitted by Applicable Law, a Party will give the other reasonable prior written notice so that the disclosing Party has an opportunity to contest any disclosure required by a legal process). 5.7 FOIA/Public Disclosure Laws. Notwithstanding any confidentiality obligations in the Agreement, UKG acknowledges that Customer may be compelled to disclose Confidential Information pursuant to the Federal Freedom of Information Act and any state equivalents or other open-records or public disclosure Applicable Laws, including the Minnesota Government Data Practices Act. Customer may disclose such information to third parties upon written request to the extent compelled by such Applicable Laws; provided that, prior to any such disclosure, Customer provides prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at UKG’s cost, if UKG wishes to limit or contest the scope of the disclosure in whole or in part. 6. Warranty 6.1 Mutual Warranties. Each Party hereby warrants that (a) it has the full right and authority to enter into this Agreement; and (b) the performance of its obligations and duties under this Agreement does not conflict with or result in a breach of any other agreement of such Party or any judgment, order, or decree by which such Party is bound. 6.2 Subscription Services Warranty. UKG warrants that it has full right and authority to provide the Subscription Services and that the Subscription Services will substantially conform with the Documentation and that the functionality of the Subscription Services will not be materially diminished or adversely modified. In the event of a breach of the warranty described in this Section, as Customer’s exclusive remedy and UKG’s sole obligation, at UKG’s cost, UKG will make commercially reasonable efforts to remedy such breach, provided that if UKG cannot substantially remedy such breach, then Customer may terminate the affected Subscription Services in accordance with Section 7.2.2. Customer agrees to report any non-conformance of the Subscription Services within thirty (30) days of its discovery and provide UKG with reasonable information and assistance to enable UKG to reproduce or verify the non-conforming aspect of the Subscription Services. 6.3 Professional, Support, and Training Services Warranty. UKG warrants that the Professional Services, Support Services, and Training Services will be performed by qualified personnel in a good and professional manner. In the event UKG breaches the warranty described in this Section, as Customer’s exclusive remedy and UKG’s sole obligation, UKG will reperform the deficient Professional, Support, or Training Service, at UKG’s cost, provided that if UKG cannot substantially remedy such breach, then UKG will refund any fees prepaid by Customer for the affected Services. Customer must report any deficiencies in such Services, including Professional Services, within thirty (30) days of the completion of the Services. 6.4 Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UKG DISCLAIMS ALL OTHER WARRANTIES NOT SET FORTH IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON- MSA v2024.08.28 US.EN US Public Sector Page 5 of 19 INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, AND ANY PRODUCTS PROVIDED BY UKG. UKG DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE.. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND CUSTOMER MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED; HOWEVER, ANY SUCH WARRANTY RIGHTS EXTEND ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS AND ONLY TO THE EXTENT SUCH LAW PROVIDES OTHERWISE). 6.5 Customer Warranty. Customer warrants that it has all rights and required consents to provide Customer Data to UKG. 7. Term and Termination 7.1 Term of the Agreement. The term of this Agreement commences on the Effective Date and continues until the stated term in each applicable Order or as otherwise terminated as permitted in this Agreement. At the expiration of the Initial Term, and at the expiration of each Renewal Term, each as indicated on the Order, the Services will automatically renew for the duration indicated on the Order as the Renewal Term. 7.2 Types of Termination 7.2.1 Non-renewal. Either Party may terminate any Service identified in an Order upon at least ninety (90) days prior written notice to be effective at the expiration of the then current Initial Term or a Renewal Term. 7.2.2 For Cause. Either Party may terminate this Agreement, or any Service identified in an Order, if the other Party fails to perform any material obligation under this Agreement, and such Party is not able to cure the non-performance within thirty (30) days of written notice of such default with reasonably sufficient detail regarding the alleged breach, provided that UKG may immediately terminate or suspend Customer’s access to the Services without notice if Customer is in breach of the “Use Restrictions” or “Confidentiality” sections of this Agreement, or the Acceptable Use Policy to prevent further harm. Either Party may immediately terminate this Agreement and all Orders if the other Party has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy. Other than as expressly permitted in this Agreement, or an Order, SOW, or Services Description, neither Party may terminate this Agreement and each Party remains fully obligated to the terms and conditions herein. 7.2.3 For Non-Appropriation of Funds. If Customer is a US Federal, State, or Local governmental entity that relies on funding which is allocated at the federal, state and/or local level to fund the Service in the Agreement, then, to the extent required by law, the following will apply: Customer may terminate the Service in the event of a reduction in appropriations to any fund(s) from which UKG is to be paid for Services ordered under this Agreement but not yet delivered. Customer will provide a ninety (90) day prior written notice in the event of such termination to UKG and Customer agrees to pay for the products delivered and the services performed by UKG prior to the effective date of such notice. In the event of such termination, Customer shall not be entitled to a refund of pre-paid Services, such as the support fees. Customer acknowledges that by executing an Order Form for the Services, Customer has received fiscal appropriations for the amounts due during the Initial or Renewal Term (as applicable) as indicated on such Order. 7.3 Effects of Termination. The following terms apply if an Order is terminated for any reason: 7.3.1 Fees. All fees will be paid by Customer for amounts owed through the effective date of termination, and, if the Order is terminated for UKG’s breach of the Agreement, any fees prepaid by Customer for the Service not rendered prior to the effective date of termination will be credited against Customer’s account, with any remaining amounts refunded to Customer within thirty (30) days of the effective date of termination. 7.3.2 Cessation of Services. UKG will cease to provide the Services to Customer and Customer’s right to use and access the Subscription Services will end as of the effective date of termination. If Customer requires access to the Subscription Services after the effective date of termination or transition assistance, such access and assistance will be subject to mutual agreement and additional fees, under a separate Order or SOW, and will be subject to the terms and conditions of this Agreement. 7.3.3 Deletion of Customer Data. UKG will delete Customer Data after Customer’s rights to access the Subscription Services and retrieve Customer Data have ended, unless otherwise provided under this Agreement, a Services Description, Order, SOW, or another document. UKG will delete Customer Data in a series of steps and in accordance with UKG’s standard business practices for destruction of Customer Data and system backups. UKG MSA v2024.08.28 US.EN US Public Sector Page 6 of 19 has no obligation to retain Customer Data and Customer Data may be permanently deleted as part of UKG’s data management program(s) or practice(s), and in accordance with Applicable Laws. 7.3.4 Confidential Information. UKG and Customer will each return or destroy any Confidential Information of the other Party, with any retained Confidential Information remaining subject to this Agreement. 8. Indemnification 8.1 Claims Against Customer. 8.1.1 UKG will defend Customer and Customer’s respective directors, officers, elected and appointed officials, and employees, who are acting on behalf of Customer (“Customer Indemnified Parties”), from and against any and all third party Claims to the extent: (i) the Claim alleges that the Services or Documentation infringe or misappropriate any registered copyright or patent; (ii) the Claim arises out of or is caused by UKG’s gross negligence, willful misconduct, or fraud: or (iii) the Claim arises out of or is caused by UKG’s act or omission and resulting in death or personal bodily injury,. UKG will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, damages, costs, or expenses (including, without limitation, reasonable attorneys’ fees) actually awarded by a court of applicable jurisdiction to the extent resulting from such third party Claim, or as a result of UKG’s settlement of such third party Claim. 8.1.2 Mitigation. In the event that a final injunction is obtained against Customer’s use of the Subscription Services by reason of infringement or misappropriation, or if in UKG’s opinion, the use of the Subscription Services is likely to become the subject of a successful Claim of infringement or misappropriation, UKG (at its option and expense) will use commercially reasonable efforts to either (a) procure for Customer the right to continue using the Subscription Services as provided in the Agreement; or (b) replace or modify the Subscription Services so that they become non-infringing but remain substantively similar to the affected Subscription Services. Should neither (a) nor (b) be commercially reasonable, either Party may terminate the applicable Subscription Services and the rights granted hereunder upon written notice, at which time UKG will provide a refund to Customer of any fees paid by Customer for the infringing elements covering the period of their unavailability. 8.1.3 Exceptions. UKG will have no liability to indemnify or defend Customer to the extent the alleged infringement or misappropriation of the Subscription Services is based on (a) use other than as expressly permitted by this Agreement or by UKG in writing; or (b) use in conjunction with any equipment, service, or software not provided by UKG, where the Subscription Services would not otherwise infringe, misappropriate, or become the subject of the third party Claim. 8.2 Qualifications. Customer will provide written notice to UKG promptly after receiving notice of a third party Claim. If defense of such third party Claim is materially prejudiced by a delay in providing notice, UKG will be relieved from providing such indemnity to the extent of the delay’s impact on the defense. UKG will have sole control of the defense of any indemnified third party Claim and all negotiations for its settlement or compromise, provided that UKG will not enter into any settlement which imposes any obligations on Customer without the prior written consent of Customer. Customer will cooperate fully (at UKG’s request and expense) with UKG in the defense, settlement, and compromise of any such action. Customer may retain its own counsel at its own expense, subject to UKG’s rights above. 8.3 Government Control of Defense. If Customer is a US Federal, State, or Local governmental entity, then, to the extent required by law, the following will apply: Any provision of the Agreement requiring UKG to defend or indemnify Customer is hereby amended, solely to the extent required by Applicable Laws, to provide that the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General’s Office (for a SLED Customer) has the right to represent the respective Federal or SLED entity in litigation and other formal proceedings at its own cost. Subject to approval of the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General’s Office (for a SLED Customer),if applicable, Customer shall tender defense of action to UKG upon request by UKG. 8.4 This “Indemnification” section states UKG’s sole liability and Customer’s exclusive remedy for all third party Claims and damages. 9. Limitations of Liability 9.1 Monetary Cap. EXCEPT WITH RESPECT TO (I) UKG’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OF THIS AGREEMENT, (II) UKG’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, AND (III) A CLAIM BY CUSTOMER FOR PERSONAL BODILY INJURY OR DEATH CAUSED BY UKG IN CONNECTION WITH THIS AGREEMENT, DURING ANY TWELVE (12) MONTH CONTRACT TERM (BEGINNING ON THE EFFECTIVE DATE OF THE APPLICABLE ORDER), UKG’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SERVICE PROVIDED TO CUSTOMER SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE MSA v2024.08.28 US.EN US Public Sector Page 7 of 19 TO UKG DURING SUCH TWELVE (12) MONTH CONTRACT TERM FOR THE SERVICE GIVING RISE TO SUCH CLAIM(S). 9.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, HOWEVER CAUSED; OR ANY DAMAGES TO THE EXTENT CAUSED BY CUSTOMER’S DATA OR APPLICATIONS, CUSTOMER’S ALLOWANCE OF UNAUTHORIZED THIRD PARTY ACCESS, OR CUSTOMER’S INTRODUCTION OF MALICIOUS CODE. 9.3 Applicability of Limitations. THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF LEGAL THEORY AND THE REASON LIABILITY IS ASSERTED, EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT SHALL OPERATE TO EXCLUDE OR LIMIT THE LIABILITY OF ANY PARTY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 10. General 10.1 Insurance 10.1.1 General Liability. UKG shall provide coverage on a Commercial General Liability Occurrence Coverage Form limits of $1,000,000.00 each occurrence and $2,000,000.00 annual aggregate. Limits may be achieved via a combination of primary and umbrella/excess insurance. Customer shall be included as an additional insured via blanket endorsement for General Liability and ongoing operations. Such protection shall be primary and non-contributory with respect to Customer’s insurance, but only with respect to UKG’s sole negligence. Upon written request, such blanket endorsement shall be provided to Customer. 10.1.2 Worker's Compensation. UKG shall secure and maintain such insurance as required by statute. . 10.1.3 Umbrella/Excess. UKG shall maintain an umbrella or excess policy with limits of $5,000,000 per occurrence. UKG shall provide Customer with a Certificate of Insurance verifying insurance coverage upon request. 10.2 Jurisdiction & Dispute Resolution. This Agreement is governed by and is to be interpreted solely in accordance with the laws of the State of Minnesota, without regard to any conflict of law provision that would result in the application of a different body of law, and each Party agrees to submit to exclusive venue in the courts in Hennepin County, Minnesota in any dispute arising out of or relating to this Agreement. The United Nations Commission on International Trade Law, the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement. 10.3 Federal Government Use Provision. If the ultimate end user is a U.S. federal government entity, then it acknowledges that the Subscription Services, Equipment and Documentation consist of “commercial services” and “commercial products,” as defined in FAR 2.101, consisting of “commercial computer software,” “commercial computer software documentation” and "technical data" as these terms are used in FAR 12.211-12.212 and in DFARS 227.7202, as applicable. All such government end users will comply with this Agreement while using Subscription Services, Equipment and Documentation. the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Subscription Services, Equipment and Documentation shall be as provided in this Agreement, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If such Customer needs any additional rights, it must negotiate a mutually agreed addendum to these Agreement specifically granting those rights. 10.4 Export. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Customer represents that it is not on any U.S. government denied- party list and it shall not make the Services available to any person or entity that (a) is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties; or (c) is engaged in activities directly or indirectly related to proliferation of weapons of MSA v2024.08.28 US.EN US Public Sector Page 8 of 19 mass destruction. 10.5 UKG’s Employer Obligations. UKG is responsible for compliance with all requirements and obligations relating to its employees under all Applicable Laws including, but not limited to, employer’s obligations under laws relating to: payroll, income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer’s liability insurance; worker’s compensation; veteran’s rights; and all other employment, labor, or benefits related laws. 10.6 Human Trafficking and Modern Slavery. UKG shall comply with all Applicable Laws regarding slavery and human trafficking of the state, province, and country/countries in which they are performing the Services and doing business, including, but not limited to, the California Transparency in Supply Chains Act and the United Kingdom Modern Slavery Act. 10.7 E-Verify. To the extent required by Applicable Laws, UKG agrees to utilize the U.S. Department of Homeland Security's E-Verify system, to verify the employment eligibility of all persons assigned by UKG to perform work in the United States pursuant to this Agreement. 10.8 Audit Disclosure. In accordance with Minn. Stat. § 16C.05, subd. 5, the books, records, documents and accounting procedures and practices of the Consultant or other parties relevant to this Agreement are subject to examination by the City and either the Minnesota Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. This provision will survive the completion or termination of this Agreement. 10.8.1 The City and UKG agree that all invoices associated with any Order incurred for the services under the Agreement, and similar materials relating to work performed for the Customer under the Agreement are sufficient for the books, records, documents and accounting procedures and practices of the Consultant under this section 10.8. 10.9 Data Practices. This Agreement is subject to the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13 (“MGDPA”). In accordance with Minn. Stat. § 13.05, subd. 11, to the extent this Agreement requires UKG to perform any function of the Customer, all government data, as defined in Minn. Stat. § 13.02, subd. 7, which is created, collected, received, stored, used, maintained, or disseminated by UKG in performing any of the functions of the Customer during performance of this Agreement is subject to the requirements of the MGDPA and UKG shall comply with those requirements as if it were a government entity. All subcontracts entered into by UKG in relation to this Agreement shall contain similar MGDPA compliance language. These obligations will survive the completion or termination of the Agreement. 10.9.1 The City and UKG agree that subcontractor obligations under this section 10.9 shall apply to UKG subcontractors providing professional implementation services pursuant to the Agreement at the City’s physical location. 10.10 Severability and Waiver. The invalidity or illegality of any provision in this Agreement will not affect the validity of any other provision. All unaffected provisions remain in full force and effect. The waiver of any breach of this Agreement will not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party. 10.11 Surviving Provisions. Provisions in this Agreement which by their nature are intended to survive in the event of a dispute or because their obligations continue past termination of the Agreement, including provisions relating to acknowledgements, reservation of rights, use restrictions, fees, confidentiality, limits of liability, indemnification, and termination, will so survive. 10.12 Assignment. This Agreement cannot be assigned by a Party, whether by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement in its entirety (including all Orders and Statements of Work) as part of a merger, acquisition, transfer, or sale of all or substantially all of its assets, stock or business, including to an Affiliate, so long as the assignee agrees to be bound by all of the terms and conditions of this Agreement, the Orders, and Statements of Work. In the event of such an assignment, the non-assigning party shall be entitled to request from the assignee reasonable information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. In no event shall Customer have the right to assign the Agreement to a direct competitor of UKG. This Agreement shall be binding on and inure to the benefit of all permitted predecessors, successors, and assigns of each Party. 10.13 Force Majeure. If an unforeseeable event reasonably beyond the control of either of the Parties arises to prevent a Party MSA v2024.08.28 US.EN US Public Sector Page 9 of 19 from performing its obligations under this Agreement, including, but not limited to, acts of war, terrorism, uprising, acts of nature like earthquakes or floods, measures of any governmental authority in response to pandemics, epidemics or other viral or bacterial outbreaks, civil unrest, embargoes, riots, sabotage, labor shortages, changes in laws or regulations, the failure of the internet or communications via common networks, failure of payment transfer mechanisms (but not lack of funds to make payments), power or system failure, or a delay in transportation (collectively “Force Majeure”), each Party will be excused from performance of its obligations under this Agreement, for the duration of the Force Majeure affecting such Party, provided that the affected Party will use reasonable efforts to mitigate the impact of the Force Majeure. Notwithstanding the foregoing, UKG remains obligated to provide disaster recovery portions of the Services to the extent not also prevented by the Force Majeure. 10.14 Publicity. UKG will not publicize matters relating to Customer’s use of the Services or identify the Customer as a UKG customer or use Customer’s name, trademark, and logo, in any and all media, including without limitation, UKG’s advertising literature, marketing materials, websites, and lists of UKG’s customers without Customer’s prior consent. 10.15 Notice. When either Party needs to provide notification or consent under this Agreement, those notices and consents must be in writing and considered delivered upon actual receipt. All notices to UKG must be sent to the following: UKGLegal@ukg.com with a copy to EVP Chief Legal Officer, UKG Inc., 900 Chelmsford Street, Lowell, MA 01851. All notices to Customer will be sent to the contact listed on the applicable Order. Notices sent elsewhere will not be considered effective under this Agreement. Any cure period required under this Agreement will begin on the date the notice is received. 10.16 eSignature. Each Party agrees that an eSignature (or a facsimile signature by the authorized representative) is evidence of acceptance of a valid and enforceable agreement. 10.17 No Third Party Beneficiaries. The provisions of this Agreement are for the sole benefit of the Parties and they will not be construed as conferring any rights on any third party nor are there any third party beneficiaries to this Agreement. 10.18 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. 10.19 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for any purpose. 10.20 Prior Agreement. This Agreement supersedes and replaces the Prior Agreement in its entirety but shall not affect the validity of any Order or SOW between the Parties. All current and future Orders and SOWs shall be subject to the terms and conditions of this Agreement. 10.21 Entire Agreement. This Agreement (and any information in referenced herein, including in an exhibit, schedule, attachment, annex, or at any URL) along with any corresponding Order, SOW, and Services Description constitute the entire agreement between the Parties pertaining to each Order. This Agreement supersedes all prior and contemporaneous representations, negotiations, and communications between the Parties relating to the Services and its subject matter. Customer acknowledges that it has not relied upon any such representations, negotiations, and communications, and waives any rights or claims arising from such representations, negotiations, and communications, including any claims for fraud or misrepresentation. This Agreement may only be amended in writing signed by each of the Parties. If Customer uses its own purchase order or similar document, any terms or conditions in such purchase order are null and void. In the event of a conflict between the provisions contained in this Agreement and those contained in an Order, SOW, or Services Description, the following order of precedence shall apply: (1) the Order, (2) this Agreement, (3) Services Description, and (4) the SOW. 11. Definitions 11.1 “Affiliates” means, as to UKG, those entities that are directly or indirectly controlled by UKG Inc.; and as to Customer, those Customer entities that directly or indirectly control, are controlled by, or are under common control with Customer. “Control” (in this context) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made through the ownership of the majority of its voting or equity securities, contract, or otherwise. 11.2 “Applicable Law(s)” means all laws, codes, legislative acts, regulations, ordinances, administrative rules, rules of court, and court orders applicable to a Party’s respective business. 11.3 “Claim(s)” means any and all notices, charges, claims, proceedings, actions, causes of action and suits. MSA v2024.08.28 US.EN US Public Sector Page 10 of 19 11.4 “Customer Data” means all content, information, and data Customer inputs into the Subscription Services, including but not limited to Personal Information. 11.5 “Documentation” means the written specifications for the Subscription Services or other published online by UKG on its community pages accessible at https://www.ukg.com/support and https://library.ukg.com/, such as user manuals and administrator guides, as well as the Services Descriptions. 11.6 “DPA” means UKG’s U.S. Data Processing Agreement located at https://www.ukg.com/us-dpa . 11.6 “Order” means an order form, agreed by both Parties, which is subject to this Agreement or otherwise references this Agreement, setting out, among other things, the type and quantity of employees that may be managed in the Subscription Services, the term of the Order, price and payment terms of the Services to be provided by UKG, and the fees to be paid by Customer. 11.7 “Party” or “Parties” means UKG or Customer, or both, as the context dictates. 11.8 “Personal Information” means Customer Data related to a Data Subject as defined under U.S Privacy Laws, including “personal information” as defined under the California Consumer Privacy Act (“CCPA”) and “private data on individuals” as defined under the Minnesota Government Data Practices Act, and any similar terms, such as “personally identifiable information” 11.9 “Professional Services” means the deployment, launch, configuration, implementation, integration, delivery, consulting, managed, and other similar services provided hereunder. 11.10 “Services” means the (a) Subscription Services; (b) Support Services; (c) Professional Services; (d) Training Services; and (e) other services or offerings as set forth in an Order. 11.11 “Services Description” means the supplemental terms applicable to a Subscription Service or other offerings located at http://www.ukg.com/services-descriptions. 11.12 “Statement of Work” or “SOW” means a document executed by both Parties, which is subject to this Agreement and the applicable Order or otherwise references this Agreement, detailing the scope of Professional Services or Training Services, the associated fees, and other applicable terms. 11.13 “Subscription Services” means those UKG software-as-a-service (“SaaS”) applications set forth on the Order, including the UKG data accessible therein, and made available to Customer via a hosted multi-tenant environment to use on a subscription basis. 11.15 “Support Services” means support and maintenance services provided by UKG for the Subscription Services, as described in this Agreement. 11.16 “Training Services” means in person and virtual instructor-led training and courses, including online, on-demand, in-product, and on-site courses provided by UKG. 11.17 “UKG” means UKG Kronos Systems, LLC., a Massachusetts limited liability company with its principal place of business at 900 Chelmsford Street, Lowell, MA 01851. MSA v2024.08.28 US.EN US Public Sector Page 11 of 19 IN WITNESS WHEREOF, the Parties through their duly authorized representatives have read the foregoing and all documents incorporated herein and agree and accept such terms effective as of the date of the last signature below. UKG Kronos Systems, LLC City of Eden Prairie, Minnesota Dated: Dated: By: By: Name: Name: Ronald A. Case Title: Title: Mayor By: Name: Rick Getschow Title: City Manager MSA v2024.08.28 US.EN US Public Sector Page 12 of 19 Exhibit 1 Acceptable Use Policy This Acceptable Use Policy (this “Policy”) describes prohibited uses of the Services. In accordance with the Agreement, Customer agrees to use the Services in accordance with the latest version of this Policy. 1. Prohibited Use. Customer agrees that it shall not use the Services, nor authorize, encourage, promote, facilitate or instruct others including its authorized users or Affiliates to use the Services as set forth below: PROHIBITED USE DESCRIPTIONS AND EXAMPLES (a) No Illegal, Harmful, or Offensive Use or Content Customer may not use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Prohibited activities or content include, but are not limited to: Illegal Activities. Any illegal activities, including advertising, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography. Harmful or Fraudulent Activities. Activities that may be harmful to others, UKG's operations or reputation, including offering or disseminating fraudulent goods, services, schemes, or promotions (e.g., make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming), or engaging in other deceptive practices. Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others. Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts. Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots. (b) No Security Violations Customer may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include, but are not limited to: Unauthorized Access. Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System. Customer will not perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability scan on any System. Interception. Monitoring of data or traffic on a System without permission. Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. This prohibition does not include the use of aliases or anonymous remailers. No Use of Robots. Customer will not use any tool designed to automatically emulate the actions of a human user (e.g., robots) (c) No Network Abuse Customer may not make network connections to any users, hosts, or networks unless Customer has permission to communicate with them. Prohibited activities include, but are not limited to: Monitoring or Crawling. Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled. Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective. MSA v2024.08.28 US.EN US Public Sector Page 13 of 19 PROHIBITED USE DESCRIPTIONS AND EXAMPLES Intentional Interference. Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques. Operation of Certain Network Services. Operating network services like open proxies, open mail relays, or open recursive domain name servers. Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions. (d) No E-Mail or Other Message Abuse Customer will not use the Service to distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. Customer will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. Customer will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider. 2. Monitoring and Enforcement UKG reserves the right, but does not assume the obligation, to investigate any violation of this Policy or misuse of the Services. UKG may: • investigate violations of this Policy or misuse of the Services; or • remove, disable access to, or modify any content or resource that violates this Policy. If Customer violates the Policy or authorizes or helps others to do so, UKG may suspend use of the Services until the violation is corrected or terminate the Agreement for cause in accordance with the terms of the Agreement. UKG may modify this Policy at any time upon written notice to Customer of a revised version. UKG may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. UKG's reporting may include disclosing appropriate customer information. UKG also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy. 3. Reporting of Violations of this Policy by Customer If Customer becomes aware of any violation of this Policy, Customer will immediately notify UKG and provide UKG with assistance, as requested, to stop or remedy the violation. MSA v2024.08.28 US.EN US Public Sector Page 14 of 19 Exhibit 2 EQUIPMENT ADDENDUM This Equipment Addendum (“Addendum”) supplements the Agreement (as defined in the Order that incorporates this Addendum) by setting forth certain additional terms and conditions that apply to the purchase and/or rental of Equipment and Equipment Support Services (as applicable). In the event of conflict or inconsistency between any provision contained in the Agreement and any provision contained in this Addendum, with respect to the purchase and/ or rental of Equipment and Equipment Support Services, the provisions contained in this Addendum shall prevail. 1. Definitions. In this Addendum, capitalized terms shall have the meanings set out below. Capitalized terms not otherwise defined below have the meaning given to them in the Agreement. “Depot Exchange Service” means the Equipment Support Services option where UKG ships a replacement unit on an advance exchange basis in accordance with the Section 6 below. “Depot Repair Service” means the Equipment Support Services option where Customer has its own inventory of spare terminals and UKG repairs the terminal in accordance with Section 6 below. “Equipment” mean UKG equipment such as time clocks, that are included on the Order. “Equipment Description” means the supplemental terms attached hereto as Exhibits for purchased Equipment or Rental Equipment, as applicable. “Equipment Documentation” means Equipment specifications, such as user manuals and administrator guides, published by UKG via the UKG community portal, accessible at https://www.ukg.com/support. “Equipment Support Services” means Equipment maintenance and support services option stated on the Order. 2. Purchase or Rental Equipment. Customer may purchase or rent Equipment from UKG and receive related Equipment Support Services if included on the Order. If Customer purchases Equipment, Exhibit A applies, and if Customer rents Equipment, Exhibit B applies. 3. Payment and Invoicing. The price payable by Customer for the purchase or rental of Equipment, and Equipment Support Services as applicable, is set out on the Order. Each Party shall pay shipping costs and fees pursuant to the shipping terms stated on the Order. 4. Shipping and Title. 4.1 Shipping. UKG shall ship Equipment to Customer in accordance with the following shipping terms, unless otherwise stated on the Order. 4.2 Shipments to United States Destinations. All shipments to or from Customer to destinations within the United States are FOB (Free On Board) Shipping Point, and the shipping party is responsible for all costs and risks of loss, except that for shipments from UKG to Customer utilizing UKG’s preferred carrier, UKG is responsible for the risk of loss during shipment until delivery to the identified destination. For UKG’s initial shipment of purchased Equipment to Customer destinations within the United States, title of the Equipment passes to Customer upon shipment to the identified destination. 4.3 Shipments to Destinations Outside of the United States. Shipments to Customer destinations located in countries where UKG or one of its affiliates has an office are DDP (Delivered Duty Paid), and UKG is responsible for all duties and Value Added Taxes (VAT). Shipments to Customer destinations located in countries where UKG or one of its affiliates does not have an office are DAP (Delivered At Place), and Customer is responsible for import clearance, all duties and VAT. Shipments to UKG from a Customer location outside of the United States are DDP, and Customer is responsible for all duties and VAT. For the initial shipment of purchased Equipment to Customer outside of the United States, title of the Equipment passes to Customer upon delivery to the identified destination. 4.4 Title. Title to rented Equipment shall always remain with UKG. Except as expressly provided in this Addendum, UKG has and shall maintain sole and exclusive ownership of all rights, title, and interest in the intellectual property of the Equipment and its firmware. 5. Customer Responsibilities. MSA v2024.08.28 US.EN US Public Sector Page 15 of 19 5.1 Use of Equipment. Customer shall (i) use the Equipment in accordance with the Equipment Documentation, (ii) use UKG’s carrier of choice when shipping any Equipment, and ensure that Equipment returned to UKG is reasonably packaged to prevent damage in transit, and (iii) remove Customer Data from Equipment before sending Equipment to UKG. UKG reserves the right to delete Customer Data from Equipment that it receives from Customer. Customer is solely responsible for the backup of Customer Data. Customer acknowledges and agrees that UKG shall have no liability for Customer’s failure to backup Customer Data. 5.2 Returning Equipment. When returning Equipment as permitted by the Addendum, Customer shall (i) request a Return Material Authorization Number (“RMA”) from UKG and place the RMA conspicuously on the outside of the return shipping package; and (ii) promptly return any failed Equipment. Customer acknowledges that any batch shipping of Equipment will result in a longer turnaround time and a surcharge to Customer. 5.3 Restrictions. In addition to the Use Restrictions set out in Section 2.2 of the Agreement, Customer will not, and will not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Equipment or any firmware component included with the Equipment, including, without limitation, any third party components, or otherwise attempt to derive source code, trade secrets, or knowhow from the Equipment, (b) probe, scan or test the vulnerability, or attempt to gain unauthorized access to the Equipment or its firmware, or (c) remove or alter any proprietary notices or marks on the Equipment or Documentation. 6. Support Services. 6.1 Description. UKG shall provide Equipment Support Services as set forth in the applicable Equipment Description for rented or purchased equipment attached hereto. 6.2. Support Process. (a) Troubleshooting and return. In the event of an Equipment issue covered by the Depot Exchange Service or the Depot Repair Service, Customer shall notify UKG of such issue in writing and UKG will attempt to resolve the issue via remote support. However, if UKG deems an issue to require Equipment repair or replacement, UKG shall provide Customer with a RMA for such Equipment, and Customer will ship the applicable Equipment to UKG at a location specified by UKG. (b) Additional terms for Depot Exchange Service. UKG will replace Equipment subject to Section 6.2(a). UKG will ship such replacement Equipment to the address provided by Customer. Upon receipt of such replacement Equipment, Customer shall package the defective Equipment using the materials provided by UKG for that purpose, display the RMA on the packaging in accordance with Section 5.2 above, and promptly return the Equipment to UKG. UKG may suspend the Depot Exchange Service if Customer does not return replaced Equipment to UKG within ten (10) business days of receiving the applicable replacement. In such event, UKG shall restore the service when Customer either (i) ships the replaced Equipment to UKG, or (ii) pays UKG the then-current UKG list price of the replaced Equipment. For the avoidance of doubt, the Depot Exchange Service will not be extended or otherwise affected by such suspension. (c) Additional terms for Depot Repair Service. Subject to Section 6.2(a), Customer shall ship applicable Equipment to UKG. UKG will use reasonable efforts to repair the Equipment and ship it to Customer within ten (10) business days of receipt. (d) Device Software Maintenance. If Customer has active Device Software Maintenance, UKG will provide Customer with service packs for the applicable Equipment (which contain system updates) available for download at UKG’s community portal (“Equipment Service Packs”). Customer is responsible for installing Equipment Service Packs. UKG may verify if Customer has downloaded any Equipment Service Packs to which Customer is not entitled. Device Software Maintenance is included with Depot Exchange and Depot Repair, however, if Device Software Maintenance is purchased alone it does not include any repair or exchange services. (e) Per-event Repair Service. Per-event rates apply to customers without an equipment support agreement. The Equipment will be returned by regular surface transportation. This service does not include Device Maintenance Software or Equipment Service Packs. Subject to Section 6.2(a), upon failure of installed Equipment, Customer shall ship such Equipment to UKG. UKG will attempt to repair any repairable defective item within fifteen (15) business days after receipt at the current per-event pricing. 6.3 Spare Equipment. For business continuity purposes, UKG recommends that Customer retains a sufficient number of spare Equipment, and it is Customer’s sole responsibility to retain such Equipment. 6.4 Exclusions. UKG is not liable for, and the Equipment Support Services do not include, the repair of damages, and Customer will not attempt to return damaged Equipment, resulting from: (a) Any cause external to the Equipment including, but not limited to Force Majeure causes; (b) Customer’s failure to continually provide a suitable installation environment (as indicated in UKG’s published installation guidelines) including, but not limited to, adequate electrical power; MSA v2024.08.28 US.EN US Public Sector Page 16 of 19 (c) Customer’s improper use, location, packaging, refinishing, management, maintenance or supervision of the Equipment or other failure to use Product in accordance with the Equipment Documentation; (d) Customer’s use of the Equipment for purposes other than those for which they are designed or the use of accessories or supplies not approved by UKG; (e) Government imposed sanctions, rules, regulations or laws preventing the shipment of the Equipment; or (f) Customer’s repair, attempted repair or modification of the Equipment. 7. Export. Section 10.3 of the Agreement shall apply to the provision and use of Equipment under this Addendum. 8. Warranties. 8.1 Equipment Support Services. UKG warrants that all Equipment Support Services performed under this Addendum will be performed in a good and professional manner. 8.2 Equipment Service Packs. UKG warrants that all Equipment Service Packs provided under this Addendum shall materially perform in accordance with the applicable Equipment Documentation for ninety (90) days after download by Customer, provided that Customer’s use, installation and maintenance thereof conforms to the Equipment Documentation. 8.3 Remedies. To the extent permitted by Applicable Law, Customer’s exclusive remedies for any breach of UKG’s warranties outlined in this Addendum shall be, at UKG’s option, the repair or replacement of the applicable Equipment Service Pack(s) or firmware update(s). 8.4 Disclaimer. Section 6.4 of the Agreement shall apply to the provision of Equipment under this Addendum. References to Services in such Section 6.4 shall be taken to mean Equipment for the purposes of this Addendum. 8.5 Customer Warranty. Customer warrants that it has obtained all the information it requires to fully evaluate the Equipment and determine that the Equipment is suited to its organization, needs and objectives. All Equipment will be supplied based upon the information provided by Customer or on behalf of Customer to UKG. Customer is responsible to provide all such information in a timely, complete and accurate manner. Customer will be responsible for any adverse effect that any Customer delay or instruction may have on the supply and operation of the Equipment. 9. Limitation of Liability. 9.1 Monetary Cap. EXCEPT WITH RESPECT TO (I) UKG’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OF THE AGREEMENT, (II) UKG’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, AND (III) A CLAIM BY CUSTOMER FOR PERSONAL BODILY INJURY OR DEATH CAUSED BY UKG IN CONNECTION WITH THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF UKG IN CONNECTION WITH THIS ADDENDUM WILL BE LIMITED TO ACTUAL AND DIRECT DAMAGES PROVEN BY CUSTOMER. FOR RENTAL EQUIPMENT, UKG’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SUCH EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE DAMAGES ARISE. FOR PURCHASED EQUIPMENT, UKG’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SUCH EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT FROM WHICH THE DAMAGES ARISE. UKG’S TOTAL AGGREGATE LIABILITY FOR EQUIPMENT SUPPORT SERVICES AND EQUIPMENT SERVICE PACKS IS SUBJECT TO SECTION 9 OF THE AGREEMENT. 9.2 Exclusion of Damages. UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTUTUTE OR REPLACEMENT OF EQUIPMENT OR SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THIS ADDENDUM, HOWEVER CAUSED. 9.3 Applicability of Limitations. THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF ANY LEGAL THEORY AND FOR WHATEVER REASON LIABILITY IS ASSERTED, EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 10 Finger Scan (FS) and Facial Recognition (FR) Equipment. 10.1 FS/FR Warranty. For Customer’s use of Equipment containing finger scan sensor and/or facial recognition technology (“FS/FR Equipment”), Customer has the option to configure the FS/FR Equipment settings to capture or not, and to provide the option to its MSA v2024.08.28 US.EN US Public Sector Page 17 of 19 employees. Customer warrants that it will assess and will maintain its compliance with all applicable biometric privacy laws with respect to its use of FS/FR Equipment (including but not limited to undertaking a legitimate interest assessment, where required). If required by law, Customer further warrants that prior to using finger scan sensor and/or facial recognition technology in FS/FR Equipment it shall, where applicable : (i) obtain signed releases from employees consenting to the use of the applicable FS/FR Equipment for employee timekeeping purposes (where appropriate); (ii) issue policies to their employees and the public regarding its retention and destruction of the finger scan or facial recognition data, and (iii) shall expressly apply any releases, consents, or policies required by applicable law to UKG, its affiliates and its authorized subcontractors. 10.2 FS/FR Responsibility. CUSTOMER AGREES TO BE RESPONSIBLE FROM ANY AND ALL DAMAGES, LOSSES, LIABILITIES, COSTS, PENALTIES, AND FINES ACTUALLY AWARDED TO A THIRD PARTY AS A RESULT OF SUCH A FS/FR EQUIPMENT CLAIM. UPON RECEIPT OF NOTICE OF SUCH AN EQUIPMENT CLAIM, UKG SHALL BE ENTITLED TO PARTICIPATE IN THE DEFENSE OF SUCH CLAIM AND TO EMPLOY COUNSEL AT ITS OWN EXPENSE TO ASSIST IN THE HANDLING OF SUCH CLAIM, ON A MONITORING AND A NON-CONTROLLING BASIS; (II) CUSTOMER SHALL NOT SETTLE ANY EQUIPMENT CLAIM ON ANY TERMS OR IN ANY MANNER THAT ADVERSELY AFFECTS THE RIGHTS OF UKG WITHOUT ITS PRIOR WRITTEN CONSENT; AND (III) UKG SHALL PROVIDE REASONABLE COOPERATION AND ASSISTANCE AT CUSTOMER’S SOLE COST AND EXPENSE. MSA v2024.08.28 US.EN US Public Sector Page 18 of 19 Exhibit A Purchased Equipment Description This Purchase Equipment Description is supplemental to the Equipment Addendum and contains additional or different terms with respect to the purchase of Equipment and related Support Services by Customer. 1. Definitions. In this Exhibit A, capitalized terms shall have the meanings set out below: “Initial Term” – means the initial billing term of the Equipment Support Service as set forth in Section 4.2 below. “Renewal Term” – means the renewal billing term of the Equipment Support Service as set forth in Section 4.2 below. “Term” – means the Initial Term and any Renewal Terms, together. 2. Invoicing of Purchased Equipment and Support Services. UKG shall invoice Customer for purchased Equipment and Equipment Support Services upon shipment of such purchased Equipment. 3. Renewal and Termination. 3.1 Upon expiry of the Initial Term, the term of the Equipment Support Services will renew for successive Renewal Terms unless either Party notifies the other in writing of its intent not to renew at least thirty (30) days prior to expiry of the then-current Initial Term or a Renewal Term. 3.2 The fees for Equipment Support Services may change on the commencement of each applicable Renewal Term, provided that UKG gives Customer at least thirty (30) days’ prior written notice of such change through the renewal quote or invoice, and the fees for the same quantity of such Equipment and the same Equipment Support Service may increase as set forth in the Order over the previous year. The increased fees will be set forth in the applicable invoice. 4. Support Services. 4.1 Option. Customer may purchase the following Equipment Support Services packages: (a) Depot Exchange Service; (b) Depot Repair Service; or (c) Device Software Maintenance. Each package includes access to UKG online and phone support services. All Equipment of the same type, including spare Equipment (described in Section 6.3 of the Addendum), must be covered by the same Equipment Support Services package. If Customer requests Equipment support from UKG for Equipment not covered by Equipment Support Services, UKG’s per-event rates will apply. 4.2 Term. Unless expressly agreed by the Parties in writing, the Initial Term and each Renewal Term of Equipment Support Services for purchased Equipment is one (1) year, with the Initial Term commencing upon the expiration of the warranty period described in Section 5 below and the Renewal Term commencing on the expiry of the Initial Term or the previous Renewal Term. 5. Warranty. Unless otherwise expressly agreed in writing, UKG warrants that purchased Equipment, under normal usage and with regular recommended Equipment Support Service, shall be free from defects in materials and workmanship, as set forth in the Equipment Documentation, for a period of ninety (90) days from the date of delivery of the purchased Equipment. This warranty is provided to Customer only, and does not apply to any Equipment: (a) damage or malfunction resulting from misuse, neglect, tampering, modification or replacement of any UKG components on any boards supplied with the Equipment, unusual physical or electrical stress, or any other cause besides normal and intended use; (b) use, installation or maintenance by Customer that does not conform to the applicable Equipment Documentation; or (c) malfunctions resulting from the use of a badge not approved by UKG. UKG’s entire liability for a breach of this warranty shall be for UKG, at its option and cost, to repair or replace the affected Equipment, and, if UKG is unable to repair or replace within a reasonable time, then upon return of such Equipment to UKG, UKG will refund the amount Customer paid for the affected Equipment as depreciated on a straight-line basis over a five (5) year period. MSA v2024.08.28 US.EN US Public Sector Page 19 of 19 Exhibit B Equipment Rental Description This Equipment Rental Description is supplemental to the Equipment Addendum and contains additional or different terms with respect to Equipment rented by Customer. 1. Definitions. In this Exhibit B, capitalized terms shall have the meanings set out below: “Billing Start Date” – means the date Equipment Rental Fees begin to accrue, as set forth on the Order. “Billing Frequency” – means the invoice frequency of Equipment Rental Fees, as set forth on the Order. “Equipment Rental Fees”– means the fees payable to UKG for rented Equipment, as applicable that are set forth on the Order. “Initial Term” – means the initial billing term of the rented Equipment as set forth on the Order which commences on the Billing Start Date. “Renewal Term” – means the renewal billing term of the rented Equipment as set forth on the Order. “Term” – means the Initial Term and any Renewal Terms, together. 2. Payment and Invoicing. UKG shall invoice Customer on the Billing Frequency indicated on the Order. The billing period of the Equipment Rental Fees will start on the Billing Start Date and will continue for the Initial Term. The Equipment Rental Fees include the cost of the Depot Exchange Service (as described below) for such Equipment. 3. Renewal and Return 3.1 On expiry of the Initial Term and expiry of each Renewal Term, each as indicated on the Order, the Term of the rented Equipment will automatically renew for the duration indicated on the Order as the Renewal Term unless either Party notifies the other in writing of its intent not to renew at least thirty (30) days prior to expiry of the then-current Initial Term or a Renewal Term. 3.2 The fees for rented Equipment may increase on the commencement of each applicable Renewal Term, provided that UKG gives Customer at least thirty (30) days’ prior written notice of such change through the renewal quote or invoice. The fees for the same quantity of such Equipment may increase over the previous year as set forth in the Order. The increased fees will be set forth in the applicable invoice. 3.3 Within thirty (30) days of the date of termination or expiration of the Term, Customer shall, at Customer’s expense, return all rented Equipment to UKG in the same condition as it was in when originally received by Customer, reasonable wear and tear excepted. Customer shall pay UKG the then-current list price of any rented Equipment that Customer fails to return as required under this Addendum. 4. Ownership. Rented Equipment is and shall remain the sole and exclusive personal property of UKG and will not become a fixture if attached to other equipment or real property. Customer shall not do or allow to occur anything which might adversely affect UKG’s right, title or interest in the Equipment. Customer shall not sell or otherwise encumber rented Equipment and shall not make any alterations or remove rented Equipment from the place where such Equipment is originally installed without UKG’s prior written consent. 5. Support Services. The Depot Exchange Service applies to all rented Equipment at no additional cost. 6. Warranty. Unless otherwise expressly agreed in writing, rented Equipment is provided “AS IS” with all faults UKG’s sole obligation for defective equipment shall be for UKG, at its option and cost, to repair or replace the affected Equipment, and, if UKG is unable to repair or replace within a reasonable time, then upon return of such Equipment to UKG, UKG will refund prepaid rental fees made by the Customer for use of affected Equipment after such return date. Quote#: Q-365136 Page 1/4 ORDER FORMQuote#: Q-365136 Order Type: QuoteExpires: 05 Oct, 2025 Date: 11 Sep, 2025Sales Executive: Johnny NguyenEffective Date: Effective as of the date of last signature of this OrderDivision: Midmarket AM Customer Legal Name: CITY OF EDEN PRAIRIE Customer Legal Address:8080 MITCHELL RD STE 2, EDEN PRAIRIE, MN 55344 USA Bill To: CITY OF EDEN PRAIRIE8080 MITCHELL RD STE 2EDEN PRAIRIE, MN 55344 USA Ship To: CITY OF EDEN PRAIRIE8080 MITCHELL RD STE 2EDEN PRAIRIE, MN 55344 USA Bill To Contact: Contact: Alecia RoseEmail: arose@edenprairie.org Currency: USD Renewal Term: 12 monthsCustomer PO Number:Payment Terms: Net 30 DaysSolution ID: 6196423Initial Term: 60 months from Billing Start DateUplift Percent: 5 % Billing Start Date: April 1, 2026; unless otherwise stated below.Excludes Monthly Billing of Usage Above Minimum. Quote#: Q-365136Page 2/4 Subscription Services Subscription Services Monthly MinimumQuantity Employee Type Subscription FeePer Employee PerMonth Billing Start Date /Billing Frequency UKG PRO PAY AND PEOPLE CENTERUKG PRO PAYUKG PRO PEOPLE CENTERUKG PRO PAYMENT SERVICESUKG PRO WAGE ATTACHMENTDISBURSEMENTUKG PRO TAX FILINGSERVICESUKG PRO CHECK PRINTINGUKG PRO BENEFITS ENROLLMENTUKG PRO MODEL MY PAYUKG PRO BASIC SSOUKG PRO DATA EXCHANGESERVICESUKG PRO ACA SERVICESUKG PRO ONBOARDINGUKG PRO RECRUITINGUKG PRO DOCUMENT ACKNOWLEDGMENTTOOLUKG PRO IMPORT TOOL 700 Compensated Employees USD 16.29 April 1, 2026 / Quarterlyin Advance UKG PRO WORKFORCE MANAGEMENT(HOURLY)UKG PRO ACCRUALUKG PRO TIMEKEEPING HOURLY 700 Compensated Employees USD 1.50 April 1, 2026 / Quarterlyin Advance UKG PRO HR ONLYUKG PRO GLOBAL EMPLOYEES 0 HR Only / GlobalEmployees USD 8.00 April 1, 2026 / Quarterlyin Advance UKG PRO LIMITED ACCESS 0 Limited AccessEmployees USD 1.00 April 1, 2026 / Quarterlyin Advance Professional Services Billing Frequency: Billed 100% upon signature of the order form Professional Services Total Price UKG LAUNCH FIXED FEE USD 37,400.00 Total Price USD 37,400.00 Order Notes: After the Initial Term, the Subscription Fee shall increase per annum by the Uplift amount set forth above. Quote#: Q-365136Page 3/4 GENERAL TERMS:This Order is subject to and governed by the terms and conditions of the Master Services Agreement dated as of the Effective Datebetween UKG and Customer (hereafter “Agreement”). UKG will provide the Services in accordance with the Services Descriptions and Statements of Work (“SOW”) located at the followinglink, except if an SOW is attached to this Order, then the attached SOW shall control over the link SOW:www.ukg.com/services-descriptions All Customer Data (as defined in the Agreement) will be secured and protected as set forth in the Technical and OrganizationalMeasures of UKG’s Data Processing Agreement as set forth in the Agreement. Any personal data provided to UKG through theSubscription Services will be processed in accordance with UKG’s Data Processing Agreement located at:www.ukg.com/ukg-unified-dpa UKG Launch is based on the Launch Quantity of 700 Compensated Employees. The Subscription Fees for the applicable monthly Minimum Quantities are due on the Billing Frequency stated on the Order Form andinvoiced thirty (30) days in advance of the quarter. To reconcile the actual employee counts, promptly following the end of each monthstarting from the Billing Start Date, UKG will invoice Customer for the actual number of employees in each month that exceeded theMonthly Minimum Quantity. Customer is migrating from their existing UltiPro Time services to UKG Pro Workforce Management services and as such, Customerdesires to terminate UltiPro Time and such termination shall be effective thirty (30) days from the date the UKG Pro WorkforceManagement services has been made available for Customer’s use. As of the date of termination, Customer is relieved of itsobligations regarding the purchase of UltiPro Time services and UKG shall have no further obligation to Customer regarding or relatingto UltiPro Time services and is released from any obligations or claims regarding same. Quote#: Q-365136Page 4/4 IN WITNESS WHEREOF, the parties have caused this Order to be executed by their authorized representatives and shall be effectiveas of the date of the last signature below. CITY OF EDEN PRAIRIE UKG Inc. Signature:/CS1/______________________________ Signature:/KS1/_____________________________ Name:/CN1/______________________________ Name:/KN1/_____________________________ Title:/CT1/______________________________ Title:/KT1/_____________________________ Date:/CD1/______________________________ Date:/KD1/______________________________ The monthly price on this Order has been rounded to two decimal places for display purposes. As many as eight decimal places maybe present in the actual price. Due to the rounding calculations, the actual price may not display as expected when displayed on yourOrder. Nonetheless, the actual price on your invoice is the true and binding total for this Order for purposes of amounts owed for theterm. If you are tax exempt, please email a copy of your “Tax Exempt Certificate” to TaxExemption@ukg.com along with the quotenumber otherwise this order is subject to applicable taxes. The actual tax amount to be paid by Customer will be shown on Customer’sinvoice. MSA v2024.08.28 US.EN US Public Sector Page 1 of 19 Amended and Restated Master Services Agreement This Amended and Restated Master Services Agreement (this “Agreement”) is made between the UKG entity (“UKG”) and theCity of Eden Prairie, Minnesota (“Customer”) and sets forth the terms and conditions governing Customer’s use of UKG Software as a Services offerings, Equipment and other related Professional Training and Support Services that are stated on the Order or Statement of Work, including any attachments thereto. This Agreement is effective as of the date of the last Party to sign below (“Effective Date”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to them in the applicable Order or SOW. RECITALS A. UKG (or UKG’s predecessor-in-interest, the Ultimate Software Group, Inc.) and Customer entered into The Ultimate Software Group, Inc. SaaS Services Agreement with an effective date of November 18, 2014 (the “SaaS Master Agreement”), an UltiPro Talent Acquisition Supplement with an effective date of June 15, 2015, an Amendment to the SaaS Master Agreement dated June 18, 2019, an Amendment to the SaaS Master Agreement dated October 27, 2020, and an Amendment to the SaaS Master Agreement dated September 5, 2023. The SaaS Master Agreement, the Talent Acquisition Supplement, and the amendments are collectively referred to herein as the “Prior Agreement”. B. UKG has proposed new terms and conditions to apply to all current and future Orders or Statements of Work under the Prior Agreement. C. The Parties wish to enter into this Amended and Restated Master Services Agreement to reflect the new terms and conditions, which will wholly supersede and replace the Prior Agreement 1.Services 1.1 Subscription Services.The Subscription Services will be identified in the Order. During the Initial Term and all applicable Renewal Terms defined in the Order, UKG will provide the Subscription Services to Customer and Customer may use such Subscription Services solely for its internal business purposes to manage the type and number of its employees subject to and conditioned on payment by Customer of all fees and Customer’s compliance with this Agreement, the Services Description, the Documentation, and the Order. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by UKG regarding future functionality or features. 1.2 Support Services.UKG shall maintain a trained and knowledgeable staff capable of providing support for the Subscription Services. UKG will use commercially reasonable diligence to correct reproducible errors when reported to UKG and provide phone, email, or online support 24 hours a day / 7 days a week as set forth in the UKG Support Policy located in the applicable Services Description and also available at https://www.ukg.com/saas-support-policies-and-services. UKG will also provide scheduled and periodic enhancements and modifications to the Subscription Services, including bug fixes, to correct reproducible errors reported to UKG. 1.3 Professional Services. UKG will provide the Professional Services listed in the Order, in accordance with the applicableStatement of Work. If Customer requests additional Services that were not previously identified on an Order or Statement of Work, then the Parties may need to execute additional Orders or Statements of Work. 1.4 Training Services. In connection with a Subscription Service, UKG will provide (a) live virtual training facilitated by a knowledgeable instructor and delivered remotely via a published schedule intended for (i) the core team to help key functional and technical users make informed solution design and configuration decisions and to provide fundamental product knowledge, and (ii) an application and system administrator to prepare functional and technical super users to perform their most common tasks in the solution; and (b) self-paced product training. Training Services outside the scope of this section shall be provided by UKG as described in the Order and Statement of Work. 2.Acknowledgements 2.1 Reservation of Rights.The Subscription Services are provided with a limited right to use and are not sold, and UKG reserves and retains all rights not expressly granted in this Agreement. UKG has and shall maintain sole and exclusive ownership of all rights, title, and interests in the Services and Documentation, and all modifications and enhancements thereof (including ownership of all trade secrets, copyrights, trademarks, brands, and other intellectual property rights pertaining thereto). There will be no “work for hire” created as part of the Services or any deliverables owned by Customer,and all works, customizations, models, and developments created by UKG shall be considered a part of the Services. 2.2 Use Restrictions.Except as expressly provided in this Agreement, no other use of the Subscription Services is MSA v2024.08.28 US.EN US Public Sector Page 2 of 19 permitted. Customer may not, and may not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Subscription Services, including, without limitation, any third party components, or otherwise attempt to derive source code, trade secrets, or knowhow from the Subscription Services; (b) license, sell, transfer, assign, distribute, or outsource use of the Subscription Services or Documentation, or provide service bureau, data processing, or time sharing access to the Subscription Services, or otherwise use the Subscription Services to provide payroll or human resource record keeping for third parties; (c) create Internet "links" to the Subscription Services or "frame" or "mirror" the Subscription Services on any other server, or wireless or Internet-based device; (d) access or use the Subscription Services or Documentation to build or support, directly or indirectly, products or services competitive to UKG; (e) interfere with or disrupt the integrity or performance of any Subscription Services or any data contained therein; (f) attempt to gain unauthorized access to any Subscription Services or its related data, systems, or networks; or (g) remove or alter any proprietary notices or marks on the Subscription Services or Documentation. 2.3 Customer Feedback. Customer has no obligation to provide UKG with any suggestion, enhancement request, recommendation, evaluation, correction, or other feedback about the Services (“Feedback”), but if it does, Customer grants to UKG and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute, disclose, create derivative works, and make and incorporate such Feedback into its Services for any purpose. UKG has no obligation to incorporate or apply any Feedback to the Services. 2.4 Consent to Subcontract.Customer hereby consents to UKG subcontracting Services to persons or companies qualified by UKG to provide Services on UKG’s behalf. UKG may also fulfill its obligations related to certain Services through its affiliates. UKG shall be responsible for the actions of its subcontractors and Affiliates. 2.5 Compliance with Laws. UKG shall comply with Applicable Laws in performing its obligations hereunder. Customer shall comply with Applicable Laws when using the Services and remains solely responsible for its compliance with Applicable Laws, including, but not limited to, with respect to the configuration and use of the Services and regardless of whetherUKG provides assistance with Customer compliance matters. Customer acknowledges that the specific record retention requirements established under Applicable Laws relating to Customer are the responsibility of Customer and not UKG. 2.6 Upgrades and Modifications. 2.6.1 Upgrades. The Subscription Services may be upgraded or changed at any time as required by normal business conditions, provided that such changes will not materially diminish the functionality of the Subscription Services. Any changes to theSubscription Services will be applicable to all UKG customers of the Subscription Services and material changes will be deployed with reasonable advance notice. 2.7 Acceptable Use.Customer will use the Subscription Services in full compliance with the Acceptable Use Policy attached as Exhibit 1 and which could be found in http://www.ukg.com/acceptable-use-policy (“Acceptable Use Policy”), which requires Customer not to (a) use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive, (b) use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device, (c) interfere with or fail to cooperate with any UKG investigation of a security incident involving any UKG system, infrastructure or customer data, (d) make network connections to any users, hosts, or networks unless Customer has permission to communicate with them, and (e) use the Service to distribute, publish, send, or facilitate the sending of unsolicited mass e-mails or other messages. 2.8 Access Credentials.Except as otherwise provided herein, Customer will not provide any third party with accesscredentials to the Subscription Services and will safeguard and compel all users to safeguard the access credentials. Customer will be responsible for all acts and omissions of its users. Customer will notify UKG promptly if it learns of any unauthorized use of any access credentials or any other known or suspected breach of security. If Customer allows use of the Subscription Services by any of its departments or public agencies which Customer controls without requiring such department or public agency to execute a separate Order with UKG to establish its own tenant environment, then Customer will be fully responsible and liable for all use and misuse of the Subscription Services by such Affiliate, and will fully cooperate with UKG in enforcing all of its rights to, interests in, and protection of the Services, including in seeking equitable remedies against any Affiliate that breaches this Agreement. Customer may also allow use of the Subscription Services by its legally bound contractors, provided such use is solely on Customer’s behalf, is strictly in compliance with the terms and conditions of this Agreement, Customer at all times remains in control of and retains management over the Subscription Services, and Customer is liable for all breaches of this Agreement by such contractor. Customer authorizes UKG to provide such Customer contractors access to the Subscription Services. 2.9 Connectivity. Customer is responsible for securing, paying for, and maintaining connectivity to the Subscription Services from Customer’s location(s) via the internet, including any and all related hardware, software, third party services, and related equipment and components for such connectivity. Customer agrees that UKG will have no liability for such connectivity and Customer will not be excused from any of its obligations under the Agreement due to the quality, speed, MSA v2024.08.28 US.EN US Public Sector Page 3 of 19 or interruption of the communication lines from the Customer’s location(s) to the internet. 2.10 UKG confirms to the Customer that it is solvent, not in bankruptcy proceedings or receivership, nor is it engaged in any proceedings, to the best of its knowledge and belief at the time of signature, which would have an adverse effect on its ability to perform its obligations under this Agreement. 3.Fees and TaxesUKG understands that Customer may be subject to Applicable Laws governing payment, including availability of funds, timing of payments, late payment interest penalties, and taxes. 3.1 Fees.Customer will pay the fees on the payment terms and in the currency indicated in the Order. For each Order, the billing period of the fees will start on the Billing Start Date as set forth in the Order and will continue for the time periodindicated as the Initial Term and all Renewal Terms, each as defined on the Order. Customer is responsible to pay for the Services for the entire Initial Term and each Renewal Term. UKG may increase the fees as set forth in the Order., The increased fees will be set forth in the applicable invoice. Except as otherwise specified in the Order and this Agreement (a) subscription fees are based on Subscription Services purchased and not time of actual usage; (b) minimum quantities purchased cannot be decreased during the relevant the then current Initial Term or Renewal Term; (c) additional quantities may be purchased; and (d) payment obligations are non-cancelable and fees paid are non- refundable. 3.2 Taxes.This section applies only if Customer has not provided with a valid tax exemption certificate authorized and honored by applicable taxing authorities that covers all Taxes.The fees exclude, and Customer will be responsible for, all applicable sales, use, excise, withholding, VAT, and any other similar taxes, duties and charges of any kind imposed by any governmental entity in connection with the Services (excluding taxes based solely on UKG's income)(“Taxes”). 3.3 Late Payment.Any invoices not reasonably disputed in writing within thirty (30) days from the date of receipt will be deemed undisputed and due. All undisputed invoices not paid within thirty (30) days after the date such amounts are due and payable may accrue interest at a rate up to the maximum allowable by applicable law. Customer will reimburse UKG for any additional reasonable cost incurred by UKG in connection with collecting any undisputed amounts payable under this Agreement. If Customer is more than thirty (30) days overdue in its payment of an undisputed amount due, then UKG reserves the right to suspend the Services provided under the applicable Order, but only until such payment is made to UKG and provided that UKG gives Customer at least ten (10) business days prior written notice of the overdue amountbefore UKG suspends the Services. Upon payment in full of all overdue amounts, UKG will restore the Services. 4.Data, Security and Privacy 4.1 Ownership of Customer Data.Customer shall retain ownership of all rights, title, and interests in and to Customer Data. No ownership rights in Customer Data will transfer to UKG. UKG will maintain backup copies of Customer Data as required to maintain and provide the Services, but Customer is responsible for maintaining backup copies of all data and information that Customer inputs into the Services or otherwise provides to UKG. 4.2 Use of Customer Data.Consistent with common Software as a Service (SaaS) industry practices and in accordance with Applicable Laws, UKG collects Customer Data to keep Services regularly up to date with appropriate market standards and security. All Customer Data collected is used solely for the purpose of providing and improving the Services and enhancing the customer experience with new functionalities. 4.3 Collection of Personal Information. Services may employ applications and tools that collect and process Personal Information that may be required by UKG to provide the requested Services or functionality included in or related to those Services. If Customer wishes to stop the collection and processing of Personal Information, Customer may need to uninstall or discontinue using certain Services. 4.4 Data Privacy and Security.Each Party agrees to comply with Applicable Laws in its processing of Personal Information. UKG and its subprocessors will process Personal Information in accordance with UKG’s DPA . UKG acknowledges that this Agreement shall remain subject to the provisions of the Minnesota Government Data Practices Act (Minnesota Statutes Chapter 13) if and to the extent applicable. All Customer Data will be secured and protected as set forth in theTechnical and Organizational Measures of UKG’s DPA. 5.Confidentiality 5.1 Definition. “Confidential Information”is any non-public information relating to a Party that is disclosed pursuant to any Order or this Agreement, and which reasonably should be understood by the recipient of such information to be confidential because of (a) legends or other markings; (b) the circumstances of the disclosure; or (c) the nature of the MSA v2024.08.28 US.EN US Public Sector Page 4 of 19 information itself. 5.2 Exceptions.Information will not be considered Confidential Information if the information was (a) in the public domain without any breach of this Agreement; (b) disclosed to the receiving Party on a non-confidential basis from a source lawfully in possession of such Confidential Information and, to the knowledge of the receiving Party, is not prohibited from disclosing such Confidential Information to receiving Party; (c) released in writing from confidential treatment by disclosingParty; or (d) is independently developed by the receiving Party without use of or reference to the Confidential Information. 5.3 Nondisclosure.Except as expressly permitted in this section, neither Party will disclose the other Party’s Confidential Information to any third party. 5.4 Protection.Each Party will secure and protect the Confidential Information of the other Party with a reasonable standard of care commensurate with the sensitivity of such Confidential Information and using precautions that are at least as stringent as it takes to protect its own Confidential Information of like nature, but no less than reasonable precautions. 5.5 Use.Each Party will only use the Confidential Information of the other Party as expressly permitted by or as required to exercise their rights, duties, and obligations under this Agreement. 5.6 Disclosure Exceptions.Confidential Information may be shared with and disclosed to (a) any Affiliate, subcontractor, or other third party who has a need to know to enable the receiving Party to exercise its rights or perform its obligations in connection with this Agreement and have non-disclosure obligations at least as stringent as the confidentiality provisions of this Agreement that apply to the Confidential Information; or (b) any court or governmental agency ofcompetent jurisdiction, pursuant to a subpoena, order, civil investigative demand or similar process with which the receiving Party is legally obligated to comply, and of which the receiving Party notifies disclosing Party as required by a legal process, including in connection with any proceeding to establish a Party’s rights or obligations under this Agreement (provided however that, when permitted by Applicable Law, a Party will give the other reasonable prior written notice so that the disclosing Party has an opportunity to contest any disclosure required by a legal process). 5.7 FOIA/Public Disclosure Laws. Notwithstanding any confidentiality obligations in the Agreement, UKG acknowledges that Customer may be compelled to disclose Confidential Information pursuant to the Federal Freedom of Information Act and any state equivalents or other open-records or public disclosure Applicable Laws, including the Minnesota Government Data Practices Act. Customer may disclose such information to third parties upon written request to the extent compelled by such Applicable Laws; provided that, prior to any such disclosure, Customer provides prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at UKG’s cost, if UKG wishes to limit or contest the scope of the disclosure in whole or in part. 6.Warranty 6.1 Mutual Warranties.Each Party hereby warrants that (a) it has the full right and authority to enter into this Agreement; and(b) the performance of its obligations and duties under this Agreement does not conflict with or result in a breach of any other agreement of such Party or any judgment, order, or decree by which such Party is bound. 6.2 Subscription Services Warranty.UKG warrants that it has full right and authority to provide the Subscription Services and that the Subscription Services will substantially conform with the Documentation and that the functionality of the Subscription Services will not be materially diminished or adversely modified. In the event of a breach of the warrantydescribed in this Section, as Customer’s exclusive remedy and UKG’s sole obligation, at UKG’s cost, UKG will make commercially reasonable efforts to remedy such breach, provided that if UKG cannot substantially remedy such breach, then Customer may terminate the affected Subscription Services in accordance with Section 7.2.2. Customer agrees to report any non-conformance of the Subscription Services within thirty (30) days of its discovery and provide UKG with reasonable information and assistance to enable UKG to reproduce or verify the non-conforming aspect of theSubscription Services. 6.3 Professional, Support, and Training Services Warranty.UKG warrants that the Professional Services, Support Services, and Training Services will be performed by qualified personnel in a good and professional manner. In the event UKG breaches the warranty described in this Section, as Customer’s exclusive remedy and UKG’s sole obligation, UKGwill reperform the deficient Professional, Support, or Training Service, at UKG’s cost, provided that if UKG cannot substantially remedy such breach, then UKG will refund any fees prepaid by Customer for the affected Services. Customer must report any deficiencies in such Services, including Professional Services, within thirty (30) days of the completion of the Services. 6.4 Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UKG DISCLAIMS ALL OTHER WARRANTIES NOT SET FORTH IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON- MSA v2024.08.28 US.EN US Public Sector Page 5 of 19 INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT,THE SERVICES, AND ANY PRODUCTS PROVIDED BY UKG. UKG DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE.. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND CUSTOMER MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED; HOWEVER, ANY SUCH WARRANTY RIGHTS EXTEND ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS AND ONLY TO THE EXTENT SUCH LAW PROVIDES OTHERWISE). 6.5 Customer Warranty.Customer warrants that it has all rights and required consents to provide Customer Data to UKG. 7.Term and Termination 7.1 Term of the Agreement.The term of this Agreement commences on the Effective Date and continues until the stated term in each applicable Order or as otherwise terminated as permitted in this Agreement. At the expiration of the Initial Term, and at the expiration of each Renewal Term, each as indicated on the Order, the Services will automatically renew for the duration indicated on the Order as the Renewal Term. 7.2 Types of Termination 7.2.1 Non-renewal. Either Party may terminate any Service identified in an Order upon at least ninety (90) days prior written notice to be effective at the expiration of the then current Initial Term or a Renewal Term. 7.2.2 For Cause. Either Party may terminate this Agreement, or any Service identified in an Order, if the other Party fails to perform any material obligation under this Agreement, and such Party is not able to cure the non-performance within thirty (30) days of written notice of such default with reasonably sufficient detail regarding the alleged breach, provided that UKG may immediately terminate or suspend Customer’s access to the Services without notice if Customer is in breach of the “Use Restrictions” or “Confidentiality” sections of this Agreement, or the Acceptable Use Policy to prevent further harm. Either Party may immediately terminate this Agreement and all Orders if the other Party has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy. Other than as expressly permitted in this Agreement, or an Order, SOW, or Services Description, neither Party may terminate this Agreement and each Party remains fully obligated to the terms and conditions herein. 7.2.3 For Non-Appropriation of Funds. If Customer is a US Federal, State, or Local governmental entity that relies on funding which is allocated at the federal, state and/or local level to fund the Service in the Agreement, then, to the extent required by law, the following will apply: Customer may terminate the Service in the event of a reduction in appropriations to any fund(s) from which UKG is to be paid for Services ordered under this Agreement but not yet delivered. Customer will provide a ninety (90) day prior written notice in the event of such termination to UKG and Customer agrees to pay for the products delivered and the services performed by UKG prior to the effective date of such notice. In the event of such termination, Customer shall not be entitled to a refund of pre-paid Services, such as the support fees. Customer acknowledges that by executing an Order Form for the Services, Customer has received fiscal appropriations for the amounts due during the Initial or Renewal Term (as applicable) as indicated on such Order. 7.3 Effects of Termination.The following terms apply if an Order is terminated for any reason: 7.3.1 Fees.All fees will be paid by Customer for amounts owed through the effective date of termination, and, if the Order is terminated for UKG’s breach of the Agreement, any fees prepaid by Customer for the Service not rendered prior to the effective date of termination will be credited against Customer’s account, with any remaining amounts refunded to Customer within thirty (30) days of the effective date of termination. 7.3.2 Cessation of Services. UKG will cease to provide the Services to Customer and Customer’s right to use and access the Subscription Services will end as of the effective date of termination. If Customer requires access to the Subscription Services after the effective date of termination or transition assistance, such access and assistance will be subject to mutual agreement and additional fees, under a separate Order or SOW, and will be subject to the terms and conditions of this Agreement. 7.3.3 Deletion of Customer Data.UKG will delete Customer Data after Customer’s rights to access the Subscription Services and retrieve Customer Data have ended, unless otherwise provided under this Agreement, a Services Description, Order, SOW, or another document. UKG will delete Customer Data in a series of steps and in accordance with UKG’s standard business practices for destruction of Customer Data and system backups. UKG MSA v2024.08.28 US.EN US Public Sector Page 6 of 19 has no obligation to retain Customer Data and Customer Data may be permanently deleted as part of UKG’s data management program(s) or practice(s), and in accordance with Applicable Laws. 7.3.4 Confidential Information.UKG and Customer will each return or destroy any Confidential Information of the otherParty, with any retained Confidential Information remaining subject to this Agreement. 8.Indemnification 8.1 Claims Against Customer. 8.1.1 UKG will defend Customer and Customer’s respective directors, officers, elected and appointed officials, and employees, who are acting on behalf of Customer (“Customer Indemnified Parties”), from and against any and all third party Claims to the extent: (i) the Claim alleges that the Services or Documentation infringe or misappropriate any registered copyright or patent; (ii) the Claim arises out of or is caused by UKG’s gross negligence, willful misconduct, or fraud: or (iii) the Claim arises out of or is caused by UKG’s act or omission and resulting in death or personal bodily injury,. UKG will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, damages, costs, or expenses (including, without limitation, reasonable attorneys’ fees) actually awarded by a court of applicable jurisdiction to the extent resulting from such third party Claim, or as a result of UKG’s settlement of such third party Claim. 8.1.2 Mitigation.In the event that a final injunction is obtained against Customer’s use of the Subscription Services by reason of infringement or misappropriation, or if in UKG’s opinion, the use of the Subscription Services is likely to become the subject of a successful Claim of infringement or misappropriation, UKG (at its option and expense) will use commercially reasonable efforts to either (a) procure for Customer the right to continue using the Subscription Services as provided in the Agreement; or (b) replace or modify the Subscription Services so that they become non-infringing but remain substantively similar to the affected Subscription Services. Should neither (a) nor (b) be commercially reasonable, either Party may terminate the applicable Subscription Services and the rights granted hereunder upon written notice, at which time UKG will provide a refund to Customer of any fees paid by Customer for the infringing elements covering the period of their unavailability. 8.1.3 Exceptions.UKG will have no liability to indemnify or defend Customer to the extent the alleged infringement or misappropriation of the Subscription Services is based on (a) use other than as expressly permitted by this Agreement or by UKG in writing; or (b) use in conjunction with any equipment, service, or software not provided by UKG, where the Subscription Services would not otherwise infringe, misappropriate, or become the subject of the third party Claim. 8.2 Qualifications.Customer will provide written notice to UKG promptly after receiving notice of a third party Claim. If defense of such third party Claim is materially prejudiced by a delay in providing notice, UKG will be relieved from providing such indemnity to the extent of the delay’s impact on the defense. UKG will have sole control of the defense of any indemnified third party Claim and all negotiations for its settlement or compromise, provided that UKG will not enter into any settlement which imposes any obligations on Customer without the prior written consent of Customer.Customer will cooperate fully (at UKG’s request and expense) with UKG in the defense, settlement, and compromise of any such action. Customer may retain its own counsel at its own expense, subject to UKG’s rights above. 8.3 Government Control of Defense.If Customer is a US Federal, State, or Local governmental entity, then, to the extent required by law, the following will apply: Any provision of the Agreement requiring UKG to defend or indemnify Customer is hereby amended, solely to the extent required by Applicable Laws, to provide that the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General’s Office (for a SLED Customer) has the right to represent the respective Federal or SLED entity in litigation and other formal proceedings at its own cost. Subject to approval of the U.S. Department of Justice (for a Federal Customer) or applicable State Attorney General’s Office (for a SLED Customer),if applicable, Customer shall tender defense of action to UKG upon request by UKG. 8.4 This “Indemnification” section states UKG’s sole liability and Customer’s exclusive remedy for all third party Claims and damages. 9.Limitations of Liability 9.1 Monetary Cap.EXCEPT WITH RESPECT TO (I) UKG’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OFTHIS AGREEMENT, (II) UKG’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, AND (III) A CLAIM BY CUSTOMER FOR PERSONAL BODILY INJURY OR DEATH CAUSED BY UKG IN CONNECTION WITH THIS AGREEMENT, DURING ANY TWELVE (12) MONTH CONTRACT TERM (BEGINNING ON THE EFFECTIVE DATE OF THE APPLICABLE ORDER), UKG’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SERVICE PROVIDED TO CUSTOMER SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE MSA v2024.08.28 US.EN US Public Sector Page 7 of 19 TO UKG DURING SUCH TWELVE (12) MONTH CONTRACT TERM FOR THE SERVICE GIVING RISE TO SUCH CLAIM(S). 9.2 Exclusion of Damages.UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, HOWEVER CAUSED; OR ANY DAMAGES TO THE EXTENT CAUSED BY CUSTOMER’S DATA OR APPLICATIONS, CUSTOMER’S ALLOWANCE OF UNAUTHORIZED THIRD PARTY ACCESS, OR CUSTOMER’S INTRODUCTION OF MALICIOUS CODE. 9.3 Applicability of Limitations.THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF LEGAL THEORY AND THE REASON LIABILITY IS ASSERTED, EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT SHALL OPERATE TO EXCLUDE OR LIMIT THE LIABILITY OF ANY PARTY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 10.General10.1Insurance 10.1.1 General Liability. UKG shall provide coverage on a Commercial General Liability Occurrence Coverage Form limits of $1,000,000.00 each occurrence and $2,000,000.00 annual aggregate. Limits may be achieved via a combination of primary and umbrella/excess insurance. Customer shall be included as an additional insured via blanket endorsement for General Liability and ongoing operations. Such protection shall be primary and non-contributory with respect to Customer’s insurance, but only with respect to UKG’s sole negligence. Upon written request, such blanket endorsement shall be provided to Customer. 10.1.2 Worker's Compensation. UKG shall secure and maintain such insurance as required by statute. . 10.1.3 Umbrella/Excess. UKG shall maintain an umbrella or excess policy with limits of $5,000,000 per occurrence.UKG shall provide Customer with a Certificate of Insurance verifying insurance coverage upon request. 10.2 Jurisdiction & Dispute Resolution.This Agreement is governed by and is to be interpreted solely in accordance with the laws of the State of Minnesota, without regard to any conflict of law provision that would result in the application of a different body of law, and each Party agrees to submit to exclusive venue in the courts in Hennepin County, Minnesotain any dispute arising out of or relating to this Agreement. The United Nations Commission on International Trade Law,the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement. 10.3 Federal Government Use Provision. If the ultimate end user is a U.S. federal government entity, then it acknowledges that the Subscription Services, Equipment and Documentation consist of “commercial services” and “commercial products,” as defined in FAR 2.101, consisting of “commercial computer software,” “commercial computer software documentation” and "technical data" as these terms are used in FAR 12.211-12.212 and in DFARS 227.7202, as applicable. All such government end users will comply with this Agreement while using Subscription Services, Equipmentand Documentation. the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Subscription Services, Equipment and Documentation shall be as provided in this Agreement, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If such Customer needs any additional rights, it must negotiate a mutually agreed addendum to these Agreement specifically granting those rights. 10.4 Export. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Customer represents that it is not on any U.S. government denied- party list and it shall not make the Services available to any person or entity that (a) is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties; or (c) is engaged in activities directly or indirectly related to proliferation of weapons of MSA v2024.08.28 US.EN US Public Sector Page 8 of 19 mass destruction. 10.5 UKG’s Employer Obligations. UKG is responsible for compliance with all requirements and obligations relating to its employees under all Applicable Laws including, but not limited to, employer’s obligations under laws relating to: payroll, income tax withholding and reporting; civil rights; equal employment opportunity; discrimination on the basis of age, sex, race, color, religion, disability, national origin, or veteran status; overtime; minimum wage; social security contribution and withholding; unemployment insurance; employer’s liability insurance; worker’s compensation; veteran’s rights; and all other employment, labor, or benefits related laws. 10.6 Human Trafficking and Modern Slavery.UKG shall comply with all Applicable Laws regarding slavery and human trafficking of the state, province, and country/countries in which they are performing the Services and doing business, including, but not limited to, the California Transparency in Supply Chains Act and the United Kingdom Modern Slavery Act. 10.7 E-Verify.To the extent required by Applicable Laws, UKG agrees to utilize the U.S. Department of Homeland Security's E-Verify system, to verify the employment eligibility of all persons assigned by UKG to perform work in the United States pursuant to this Agreement. 10.8 Audit Disclosure. In accordance with Minn. Stat. § 16C.05, subd. 5, the books, records, documents and accounting procedures and practices of the Consultant or other parties relevant to this Agreement are subject to examination by the City and either the Minnesota Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. This provision will survive the completion or termination of this Agreement. 10.8.1 The City and UKG agree that all invoices associated with any Order incurred for the services under the Agreement, and similar materials relating to work performed for the Customer under the Agreement are sufficient for the books, records, documents and accounting procedures and practices of the Consultantunder this section 10.8. 10.9 Data Practices. This Agreement is subject to the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13 (“MGDPA”). In accordance with Minn. Stat. § 13.05, subd. 11, to the extent this Agreement requires UKG to perform any function of the Customer, all government data, as defined in Minn. Stat. § 13.02, subd. 7, which is created, collected, received, stored, used, maintained, or disseminated by UKG in performing any of the functions of the Customer during performance of this Agreement is subject to the requirements of the MGDPA and UKG shall comply with those requirements as if it were a government entity. All subcontracts entered into by UKG in relation to this Agreement shall contain similar MGDPA compliance language. These obligations will survive the completion or termination of the Agreement. 10.9.1 The City and UKG agree that subcontractor obligations under this section 10.9 shall apply to UKG subcontractors providing professional implementation services pursuant to the Agreement at the City’s physical location. 10.10 Severability and Waiver.The invalidity or illegality of any provision in this Agreement will not affect the validity of any other provision. All unaffected provisions remain in full force and effect. The waiver of any breach of this Agreement will not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party. 10.11 Surviving Provisions.Provisions in this Agreement which by their nature are intended to survive in the event of a dispute or because their obligations continue past termination of the Agreement, including provisions relating to acknowledgements, reservation of rights, use restrictions, fees, confidentiality, limits of liability, indemnification, and termination, will so survive. 10.12 Assignment.This Agreement cannot be assigned by a Party, whether by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement in its entirety (including all Orders and Statements of Work) as part of a merger, acquisition, transfer, or sale of all or substantially all of its assets, stock or business, including to an Affiliate, so long as the assignee agrees to be bound by all of the terms and conditionsof this Agreement, the Orders, and Statements of Work. In the event of such an assignment, the non-assigning party shall be entitled to request from the assignee reasonable information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. In no event shall Customer have the right to assign the Agreement to a direct competitor of UKG. This Agreement shall be binding on and inure to the benefit of all permitted predecessors, successors, and assigns of each Party. 10.13 Force Majeure.If an unforeseeable event reasonably beyond the control of either of the Parties arises to prevent a Party MSA v2024.08.28 US.EN US Public Sector Page 9 of 19 from performing its obligations under this Agreement, including, but not limited to, acts of war, terrorism, uprising, acts of nature like earthquakes or floods, measures of any governmental authority in response to pandemics, epidemics or other viral or bacterial outbreaks, civil unrest, embargoes, riots, sabotage, labor shortages, changes in laws or regulations, the failure of the internet or communications via common networks, failure of payment transfer mechanisms (but not lack of funds to make payments), power or system failure, or a delay in transportation (collectively “Force Majeure”), each Party will be excused from performance of its obligations under this Agreement, for the duration of the Force Majeure affecting such Party, provided that the affected Party will use reasonable efforts to mitigate the impact of the Force Majeure. Notwithstanding the foregoing, UKG remains obligated to provide disaster recovery portions of the Services to the extent not also prevented by the Force Majeure. 10.14 Publicity.UKG will not publicize matters relating to Customer’s use of the Services or identify the Customer as a UKG customer or use Customer’s name, trademark, and logo, in any and all media, including without limitation, UKG’s advertising literature, marketing materials, websites, and lists of UKG’s customers without Customer’s prior consent. 10.15 Notice.When either Party needs to provide notification or consent under this Agreement, those notices and consents must be in writing and considered delivered upon actual receipt. All notices to UKG must be sent to the following:UKGLegal@ukg.com with a copy to EVP Chief Legal Officer, UKG Inc., 900 Chelmsford Street, Lowell, MA 01851. All notices to Customer will be sent to the contact listed on the applicable Order. Notices sent elsewhere will not be considered effective under this Agreement. Any cure period required under this Agreement will begin on the date the notice is received. 10.16 eSignature.Each Party agrees that an eSignature (or a facsimile signature by the authorized representative) is evidence of acceptance of a valid and enforceable agreement. 10.17 No Third Party Beneficiaries. The provisions of this Agreement are for the sole benefit of the Parties and they will not be construed as conferring any rights on any third party nor are there any third party beneficiaries to this Agreement. 10.18 Titles and Headings.Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. 10.19 Relationship of the Parties.The Parties are independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for any purpose. 10.20 Prior Agreement. This Agreement supersedes and replaces the Prior Agreement in its entirety but shall not affect the validity of any Order or SOW between the Parties. All current and future Orders and SOWs shall be subject to the terms and conditions of this Agreement. 10.21 Entire Agreement.This Agreement (and any information in referenced herein, including in an exhibit, schedule, attachment, annex, or at any URL) along with any corresponding Order, SOW, and Services Description constitute the entire agreement between the Parties pertaining to each Order. This Agreement supersedes all prior and contemporaneous representations, negotiations, and communications between the Parties relating to the Services and its subject matter. Customer acknowledges that it has not relied upon any such representations, negotiations, and communications, and waives any rights or claims arising from such representations, negotiations, and communications, including any claims for fraud or misrepresentation. This Agreement may only be amended in writing signed by each of the Parties. If Customer uses its own purchase order or similar document, any terms or conditions in such purchase order are null and void. In the event of a conflict between the provisions contained in this Agreement and those contained in an Order, SOW, or Services Description, the following order of precedence shall apply: (1) the Order, (2) this Agreement, (3) Services Description, and (4) the SOW. 11.Definitions 11.1 “Affiliates”means, as to UKG, those entities that are directly or indirectly controlled by UKG Inc.; and as to Customer, those Customer entities that directly or indirectly control, are controlled by, or are under common control with Customer. “Control” (in this context) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made through the ownership of the majority of its voting or equity securities, contract, or otherwise. 11.2 “Applicable Law(s)”means all laws, codes, legislative acts, regulations, ordinances, administrative rules, rules of court, and court orders applicable to a Party’s respective business. 11.3 “Claim(s)”means any and all notices, charges, claims, proceedings, actions, causes of action and suits. MSA v2024.08.28 US.EN US Public Sector Page 10 of 19 11.4 “Customer Data”means all content, information, and data Customer inputs into the Subscription Services, including but not limited to Personal Information. 11.5 “Documentation”means the written specifications for the Subscription Services or other published online by UKG on its community pages accessible at https://www.ukg.com/support and https://library.ukg.com/, such as user manuals and administrator guides, as well as the Services Descriptions. 11.6 “DPA” means UKG’s U.S. Data Processing Agreement located at https://www.ukg.com/us-dpa . 11.6 “Order”means an order form, agreed by both Parties, which is subject to this Agreement or otherwise references this Agreement, setting out, among other things, the type and quantity of employees that may be managed in the Subscription Services, the term of the Order, price and payment terms of the Services to be provided by UKG, and the fees to be paid by Customer. 11.7 “Party” or “Parties”means UKG or Customer, or both, as the context dictates. 11.8 “Personal Information”means Customer Data related to a Data Subject as defined under U.S Privacy Laws, including “personal information” as defined under the California Consumer Privacy Act (“CCPA”) and “private data on individuals” as defined under the Minnesota Government Data Practices Act, and any similar terms, such as “personally identifiable information” 11.9 “Professional Services” means the deployment, launch, configuration, implementation, integration, delivery, consulting, managed, and other similar services provided hereunder. 11.10 “Services” means the (a) Subscription Services; (b) Support Services; (c) Professional Services; (d) Training Services; and (e) other services or offerings as set forth in an Order. 11.11 “Services Description”means the supplemental terms applicable to a Subscription Service or other offerings located at http://www.ukg.com/services-descriptions. 11.12 “Statement of Work” or “SOW”means a document executed by both Parties, which is subject to this Agreement and the applicable Order or otherwise references this Agreement, detailing the scope of Professional Services or Training Services, the associated fees, and other applicable terms. 11.13 “Subscription Services”means those UKG software-as-a-service (“SaaS”) applications set forth on the Order, including the UKG data accessible therein, and made available to Customer via a hosted multi-tenant environment to use on a subscription basis. 11.15 “Support Services”means support and maintenance services provided by UKG for the Subscription Services, as described in this Agreement. 11.16 “Training Services”means in person and virtual instructor-led training and courses, including online, on-demand, in-product, and on-site courses provided by UKG. 11.17 “UKG”means UKG Kronos Systems, LLC., a Massachusetts limited liability company with its principal place of business at 900 Chelmsford Street, Lowell, MA 01851. MSA v2024.08.28 US.EN US Public Sector Page 11 of 19 IN WITNESS WHEREOF, the Parties through their duly authorized representatives have read the foregoing and all documents incorporated herein and agree and accept such terms effective as of the date of the last signature below. UKG Kronos Systems, LLC City of Eden Prairie, Minnesota Dated: Dated: By: By: Name: Name: Ronald A. Case Title:Title: Mayor By: Name: Rick Getschow Title: City Manager MSA v2024.08.28 US.EN US Public Sector Page 12 of 19 Exhibit 1 Acceptable Use Policy This Acceptable Use Policy (this “Policy”) describes prohibited uses of the Services. In accordance with the Agreement, Customer agrees to use the Services in accordance with the latest version of this Policy. 1. Prohibited Use. Customer agrees that it shall not use the Services, nor authorize, encourage, promote, facilitate or instruct others including its authorized users or Affiliates to use the Services as set forth below: PROHIBITED USE DESCRIPTIONS AND EXAMPLES (a) No Illegal, Harmful, or Offensive Use or Content Customer may not use, or encourage, promote, facilitate or instruct others to use, the Services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Prohibited activities or content include, but are not limited to: Illegal Activities.Any illegal activities, including advertising, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography. Harmful or Fraudulent Activities.Activities that may be harmful to others, UKG's operations or reputation, including offering or disseminating fraudulent goods, services, schemes, or promotions (e.g., make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming), or engagingin other deceptive practices. Infringing Content.Content that infringes or misappropriates the intellectual property or proprietary rights of others. Offensive Content.Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts. Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots. (b) No Security Violations Customer may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include, but are not limited to: Unauthorized Access.Accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System. Customer will not perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability scan on any System. Interception.Monitoring of data or traffic on a System without permission. Falsification of Origin.Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route. This prohibition does not include the use of aliases or anonymous remailers. No Use of Robots.Customer will not use any tool designed to automatically emulate the actions of a human user (e.g., robots) (c) No Network Abuse Customer may not make network connections to any users, hosts, or networks unless Customer has permission to communicate with them. Prohibited activities include, but are not limited to: Monitoring or Crawling.Monitoring or crawling of a System that impairs or disrupts the System being monitored or crawled. Denial of Service (DoS).Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective. MSA v2024.08.28 US.EN US Public Sector Page 13 of 19 PROHIBITED USE DESCRIPTIONS AND EXAMPLES Intentional Interference.Interfering with the proper functioning of any System, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques. Operation of Certain Network Services.Operating network services like open proxies, open mail relays, or open recursive domain name servers. Avoiding System Restrictions.Using manual or electronic means to avoid any use limitations placed on a System, such as access and storage restrictions. (d) No E-Mail or Other Message Abuse Customer will not use the Service to distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements. Customer will not alter or obscure mail headers or assume a sender’s identity without the sender’s explicit permission. Customer will not collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider. 2. Monitoring and Enforcement UKG reserves the right, but does not assume the obligation, to investigate any violation of this Policy or misuse of the Services. UKG may: x investigate violations of this Policy or misuse of the Services; or x remove, disable access to, or modify any content or resource that violates this Policy. If Customer violates the Policy or authorizes or helps others to do so, UKG may suspend use of the Services until the violation is corrected or terminate the Agreement for cause in accordance with the terms of the Agreement. UKG may modify this Policy at any time upon written notice to Customer of a revised version. UKG may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. UKG's reporting may include disclosing appropriate customer information. UKG also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Policy. 3. Reporting of Violations of this Policy by Customer If Customer becomes aware of any violation of this Policy, Customer will immediately notify UKG and provide UKG with assistance, as requested, to stop or remedy the violation. MSA v2024.08.28 US.EN US Public Sector Page 14 of 19 Exhibit 2 EQUIPMENT ADDENDUM This Equipment Addendum (“Addendum”) supplements the Agreement (as defined in the Order that incorporates this Addendum) by setting forth certain additional terms and conditions that apply to the purchase and/or rental of Equipment and Equipment Support Services (as applicable). In the event of conflict or inconsistency between any provision contained in the Agreement and any provision contained in this Addendum, with respect to the purchase and/ or rental of Equipment and Equipment Support Services, the provisions contained in this Addendum shall prevail. 1. Definitions. In this Addendum, capitalized terms shall have the meanings set out below. Capitalized terms not otherwise defined below have the meaning given to them in the Agreement. “Depot Exchange Service”means the Equipment Support Services option where UKG ships a replacement unit on an advance exchange basis in accordance with the Section 6 below. “Depot Repair Service” means the Equipment Support Services option where Customer has its own inventory of spare terminals and UKG repairs the terminal in accordance with Section 6 below. “Equipment”mean UKG equipment such as time clocks, that are included on the Order. “Equipment Description” means the supplemental terms attached hereto as Exhibits for purchased Equipment or Rental Equipment, as applicable. “Equipment Documentation”means Equipment specifications, such as user manuals and administrator guides, published by UKG via the UKG community portal, accessible at https://www.ukg.com/support. “Equipment Support Services”means Equipment maintenance and support services option stated on the Order. 2. Purchase or Rental Equipment. Customer may purchase or rent Equipment from UKG and receive related Equipment Support Services if included on the Order. If Customer purchases Equipment, Exhibit A applies, and if Customer rents Equipment, Exhibit B applies. 3. Payment and Invoicing. The price payable by Customer for the purchase or rental of Equipment, and Equipment Support Services as applicable, is set out on the Order. Each Party shall pay shipping costs and fees pursuant to the shipping terms stated on the Order. 4. Shipping and Title. 4.1 Shipping. UKG shall ship Equipment to Customer in accordance with the following shipping terms, unless otherwise stated on the Order. 4.2 Shipments to United States Destinations. All shipments to or from Customer to destinations within the United States are FOB (Free On Board) Shipping Point, and the shipping party is responsible for all costs and risks of loss, except that for shipments from UKG to Customer utilizing UKG’s preferred carrier, UKG is responsible for the risk of loss during shipment until delivery to the identified destination. For UKG’s initial shipment of purchased Equipment to Customer destinations within the United States, title of the Equipment passes to Customer upon shipment to the identified destination. 4.3 Shipments to Destinations Outside of the United States.Shipments to Customer destinations located in countries where UKG or one of its affiliates has an office are DDP (Delivered Duty Paid), and UKG is responsible for all duties and Value Added Taxes (VAT). Shipments to Customer destinations located in countries where UKG or one of its affiliates does not have an office are DAP (Delivered At Place), and Customer is responsible for import clearance, all duties and VAT. Shipments to UKG from a Customer location outside of the United States are DDP, and Customer is responsible for all duties and VAT. For the initial shipment of purchased Equipment to Customer outside of the United States, title of the Equipment passes to Customer upon delivery to the identified destination. 4.4Title. Title to rented Equipment shall always remain with UKG. Except as expressly provided in this Addendum, UKG has and shall maintain sole and exclusive ownership of all rights, title, and interest in the intellectual property of the Equipment and its firmware. 5. Customer Responsibilities. MSA v2024.08.28 US.EN US Public Sector Page 15 of 19 5.1 Use of Equipment. Customer shall (i) use the Equipment in accordance with the Equipment Documentation, (ii) use UKG’s carrier of choice when shipping any Equipment, and ensure that Equipment returned to UKG is reasonably packaged to prevent damage in transit, and (iii) remove Customer Data from Equipment before sending Equipment to UKG. UKG reserves the right to delete Customer Data from Equipment that it receives from Customer. Customer is solely responsible for the backup of Customer Data. Customer acknowledges and agrees that UKG shall have no liability for Customer’s failure to backup Customer Data. 5.2 Returning Equipment. When returning Equipment as permitted by the Addendum, Customer shall (i) request a Return Material Authorization Number (“RMA”) from UKG and place the RMA conspicuously on the outside of the return shipping package; and (ii) promptly return any failed Equipment. Customer acknowledges that any batch shipping of Equipment will result in a longer turnaround time and a surcharge to Customer. 5.3 Restrictions. In addition to the Use Restrictions set out in Section 2.2 of the Agreement, Customer will not, and will not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Equipment or any firmware component included with the Equipment, including, without limitation, any third party components, or otherwise attempt to derive source code, tradesecrets, or knowhow from the Equipment, (b) probe, scan or test the vulnerability, or attempt to gain unauthorized access to the Equipment or its firmware, or (c) remove or alter any proprietary notices or marks on the Equipment or Documentation. 6. Support Services. 6.1 Description. UKG shall provide Equipment Support Services as set forth in the applicable Equipment Description for rented or purchased equipment attached hereto. 6.2. Support Process. (a) Troubleshooting and return. In the event of an Equipment issue covered by the Depot Exchange Service or the Depot Repair Service, Customer shall notify UKG of such issue in writing and UKG will attempt to resolve the issue via remote support. However, if UKG deems an issue to require Equipment repair or replacement, UKG shall provide Customer with a RMA for such Equipment, and Customer will ship the applicable Equipment to UKG at a location specified by UKG. (b) Additional terms for Depot Exchange Service. UKG will replace Equipment subject to Section 6.2(a). UKG will ship such replacement Equipment to the address provided by Customer. Upon receipt of such replacement Equipment, Customer shall package the defective Equipment using the materials provided by UKG for that purpose, display the RMA on the packaging in accordance with Section 5.2 above, and promptly return the Equipment to UKG. UKG may suspend the Depot Exchange Service if Customer does not return replaced Equipment to UKG within ten (10) business days of receiving the applicable replacement. In such event, UKG shall restore the service when Customer either (i) ships the replaced Equipment to UKG, or (ii) pays UKG the then-current UKG list priceof the replaced Equipment. For the avoidance of doubt, the Depot Exchange Service will not be extended or otherwise affected by such suspension. (c) Additional terms for Depot Repair Service. Subject to Section 6.2(a), Customer shall ship applicable Equipment to UKG. UKG will use reasonable efforts to repair the Equipment and ship it to Customer within ten (10) business days of receipt. (d) Device Software Maintenance. If Customer has active Device Software Maintenance, UKG will provide Customer with service packs for the applicable Equipment (which contain system updates) available for download at UKG’s community portal (“Equipment Service Packs”). Customer is responsible for installing Equipment Service Packs. UKG may verify if Customer has downloaded any Equipment Service Packs to which Customer is not entitled. Device Software Maintenance is included with Depot Exchange and Depot Repair, however, if Device Software Maintenance is purchased alone it does not include any repair or exchange services. (e) Per-event Repair Service. Per-event rates apply to customers without an equipment support agreement. The Equipment will be returned by regular surface transportation. This service does not include Device Maintenance Software or Equipment Service Packs. Subject to Section 6.2(a), upon failure of installed Equipment, Customer shall ship such Equipment to UKG. UKG will attempt to repair any repairable defective item within fifteen (15) business days after receipt at the current per-event pricing. 6.3Spare Equipment.For business continuity purposes, UKG recommends that Customer retains a sufficient number of spare Equipment, and it is Customer’s sole responsibility to retain such Equipment. 6.4 Exclusions. UKG is not liable for, and the Equipment Support Services do not include, the repair of damages, and Customer will not attempt to return damaged Equipment, resulting from: (a)Any cause external to the Equipment including, but not limited to Force Majeure causes; (b)Customer’s failure to continually provide a suitable installation environment (as indicated in UKG’s published installation guidelines) including, but not limited to, adequate electrical power; MSA v2024.08.28 US.EN US Public Sector Page 16 of 19 (c)Customer’s improper use, location, packaging, refinishing, management, maintenance or supervision of the Equipment or other failure to use Product in accordance with the Equipment Documentation; (d)Customer’s use of the Equipment for purposes other than those for which they are designed or the use of accessories or supplies not approved by UKG; (e)Government imposed sanctions, rules, regulations or laws preventing the shipment of the Equipment; or (f)Customer’s repair, attempted repair or modification of the Equipment. 7. Export. Section 10.3 of the Agreement shall apply to the provision and use of Equipment under this Addendum. 8. Warranties. 8.1 Equipment Support Services.UKG warrants that all Equipment Support Services performed under this Addendum will be performed in a good and professional manner. 8.2 Equipment Service Packs. UKG warrants that all Equipment Service Packs provided under this Addendum shall materially perform in accordance with the applicable Equipment Documentation for ninety (90) days after download by Customer, provided that Customer’s use, installation and maintenance thereof conforms to the Equipment Documentation. 8.3 Remedies.To the extent permitted by Applicable Law, Customer’s exclusive remedies for any breach of UKG’s warranties outlined in this Addendum shall be, at UKG’s option, the repair or replacement of the applicable Equipment Service Pack(s) or firmware update(s). 8.4 Disclaimer.Section 6.4 of the Agreement shall apply to the provision of Equipment under this Addendum. References to Services in such Section 6.4 shall be taken to mean Equipment for the purposes of this Addendum. 8.5 Customer Warranty.Customer warrants that it has obtained all the information it requires to fully evaluate the Equipment and determine that the Equipment is suited to its organization, needs and objectives. All Equipment will be supplied based upon the information provided by Customer or on behalf of Customer to UKG. Customer is responsible to provide all such information in a timely, complete and accurate manner. Customer will be responsible for any adverse effect that any Customer delay or instruction may have on the supply and operation of the Equipment. 9. Limitation of Liability. 9.1 Monetary Cap.EXCEPT WITH RESPECT TO (I) UKG’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OF THE AGREEMENT, (II) UKG’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, AND (III) A CLAIM BY CUSTOMER FOR PERSONAL BODILY INJURY OR DEATH CAUSED BY UKG IN CONNECTION WITH THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF UKG IN CONNECTION WITH THIS ADDENDUM WILL BE LIMITED TO ACTUAL AND DIRECT DAMAGES PROVEN BY CUSTOMER. FOR RENTAL EQUIPMENT, UKG’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SUCH EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH THE DAMAGES ARISE. FOR PURCHASED EQUIPMENT, UKG’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SUCH EQUIPMENT WILL NOT EXCEED THE AMOUNT OF TOTAL NET PAYMENTS RECEIVED BY UKG FOR THE APPLICABLE EQUIPMENT FROM WHICH THE DAMAGES ARISE. UKG’S TOTAL AGGREGATE LIABILITY FOR EQUIPMENT SUPPORT SERVICES AND EQUIPMENT SERVICE PACKS IS SUBJECT TO SECTION 9 OF THE AGREEMENT. 9.2 Exclusion of Damages.UKG WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTUTUTE OR REPLACEMENT OF EQUIPMENT OR SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THIS ADDENDUM, HOWEVER CAUSED. 9.3 Applicability of Limitations.THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF ANY LEGAL THEORY AND FOR WHATEVER REASON LIABILITY IS ASSERTED, EVEN IF UKG HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 10 Finger Scan (FS) and Facial Recognition (FR) Equipment. 10.1 FS/FR Warranty.For Customer’s use of Equipment containing finger scan sensor and/or facial recognition technology (“FS/FR Equipment”), Customer has the option to configure the FS/FR Equipment settings to capture or not, and to provide the option to its MSA v2024.08.28 US.EN US Public Sector Page 17 of 19 employees. Customer warrants that it will assess and will maintain its compliance with all applicable biometric privacy laws with respect to its use of FS/FR Equipment (including but not limited to undertaking a legitimate interest assessment, where required). If required by law, Customer further warrants that prior to using finger scan sensor and/or facial recognition technology in FS/FR Equipment it shall, where applicable : (i) obtain signed releases from employees consenting to the use of the applicable FS/FR Equipment for employee timekeeping purposes (where appropriate); (ii) issue policies to their employees and the public regarding its retention and destruction of the finger scan or facial recognition data, and (iii) shall expressly apply any releases, consents, or policies required by applicable law to UKG, its affiliates and its authorized subcontractors. 10.2 FS/FR Responsibility.CUSTOMER AGREES TO BE RESPONSIBLE FROM ANY AND ALL DAMAGES, LOSSES, LIABILITIES, COSTS, PENALTIES, AND FINES ACTUALLY AWARDED TO A THIRD PARTY AS A RESULT OF SUCH A FS/FR EQUIPMENT CLAIM. UPON RECEIPT OF NOTICE OF SUCH AN EQUIPMENT CLAIM, UKG SHALL BE ENTITLED TO PARTICIPATE IN THE DEFENSE OF SUCH CLAIM AND TO EMPLOY COUNSEL AT ITS OWN EXPENSE TO ASSIST IN THE HANDLING OF SUCH CLAIM, ON A MONITORING AND A NON-CONTROLLING BASIS; (II) CUSTOMER SHALL NOT SETTLE ANY EQUIPMENT CLAIM ON ANY TERMS OR IN ANY MANNER THAT ADVERSELY AFFECTS THE RIGHTS OF UKG WITHOUT ITS PRIOR WRITTEN CONSENT; AND (III) UKG SHALL PROVIDE REASONABLE COOPERATION AND ASSISTANCE AT CUSTOMER’S SOLE COST AND EXPENSE. MSA v2024.08.28 US.EN US Public Sector Page 18 of 19 Exhibit A Purchased Equipment Description This Purchase Equipment Description is supplemental to the Equipment Addendum and contains additional or different terms with respect to the purchase of Equipment and related Support Services by Customer. 1. Definitions. In this Exhibit A, capitalized terms shall have the meanings set out below: “Initial Term”– means the initial billing term of the Equipment Support Service as set forth in Section 4.2 below. “Renewal Term”– means the renewal billing term of the Equipment Support Service as set forth in Section 4.2 below. “Term”– means the Initial Term and any Renewal Terms, together. 2. Invoicing of Purchased Equipment and Support Services. UKG shall invoice Customer for purchased Equipment and Equipment Support Services upon shipment of such purchased Equipment. 3. Renewal and Termination. 3.1 Upon expiry of the Initial Term, the term of the Equipment Support Services will renew for successive Renewal Terms unless either Party notifies the other in writing of its intent not to renew at least thirty (30) days prior to expiry of the then-current Initial Term or a Renewal Term. 3.2 The fees for Equipment Support Services may change on the commencement of each applicable Renewal Term, provided that UKG gives Customer at least thirty (30) days’ prior written notice of such change through the renewal quote or invoice, and the fees for the same quantity of such Equipment and the same Equipment Support Service may increase as set forth in the Order over the previous year. The increased fees will be set forth in the applicable invoice. 4. Support Services. 4.1 Option. Customer may purchase the following Equipment Support Services packages: (a) Depot Exchange Service; (b) Depot Repair Service; or (c) Device Software Maintenance. Each package includes access to UKG online and phone support services. All Equipment of the same type, including spare Equipment (described in Section 6.3 of the Addendum), must be covered by the same Equipment Support Services package. If Customer requests Equipment support from UKG for Equipment not covered by Equipment Support Services, UKG’s per-event rates will apply. 4.2 Term. Unless expressly agreed by the Parties in writing, the Initial Term and each Renewal Term of Equipment Support Services for purchased Equipment is one (1) year, with the Initial Term commencing upon the expiration of the warranty period described in Section 5 below and the Renewal Term commencing on the expiry of the Initial Term or the previous Renewal Term. 5. Warranty. Unless otherwise expressly agreed in writing, UKG warrants that purchased Equipment, under normal usage and with regular recommended Equipment Support Service, shall be free from defects in materials and workmanship, as set forth in the Equipment Documentation, for a period of ninety (90) days from the date of delivery of the purchased Equipment. This warranty is provided to Customer only, and does not apply to any Equipment: (a) damage or malfunction resulting from misuse, neglect, tampering, modification or replacement of any UKG components on any boards supplied with the Equipment, unusual physical or electrical stress, or any other cause besides normal and intended use; (b) use, installation or maintenance by Customer that does not conform to the applicable Equipment Documentation; or (c) malfunctions resulting from the use of a badge not approved by UKG. UKG’s entire liability for a breach of this warranty shall be for UKG, at its option and cost, to repair or replace the affected Equipment, and, if UKG is unable to repair or replace within a reasonable time, then upon return of such Equipment to UKG, UKG will refund the amount Customer paid for theaffected Equipment as depreciated on a straight-line basis over a five (5) year period. MSA v2024.08.28 US.EN US Public Sector Page 19 of 19 Exhibit B Equipment Rental Description This Equipment Rental Description is supplemental to the Equipment Addendum and contains additional or different terms with respect to Equipment rented by Customer. 1. Definitions. In this Exhibit B, capitalized terms shall have the meanings set out below: “Billing Start Date”– means the date Equipment Rental Fees begin to accrue, as set forth on the Order. “Billing Frequency”– means the invoice frequency of Equipment Rental Fees, as set forth on the Order. “Equipment Rental Fees”– means the fees payable to UKG for rented Equipment, as applicable that are set forth on the Order. “Initial Term”– means the initial billing term of the rented Equipment as set forth on the Order which commences on the Billing Start Date. “Renewal Term”– means the renewal billing term of the rented Equipment as set forth on the Order. “Term”– means the Initial Term and any Renewal Terms, together. 2. Payment and Invoicing. UKG shall invoice Customer on the Billing Frequency indicated on the Order. The billing period of the Equipment Rental Fees will start on the Billing Start Date and will continue for the Initial Term. The Equipment Rental Fees include the cost of the Depot Exchange Service (as described below) for such Equipment. 3. Renewal and Return 3.1 On expiry of the Initial Term and expiry of each Renewal Term, each as indicated on the Order, the Term of the rented Equipment will automatically renew for the duration indicated on the Order as the Renewal Term unless either Party notifies the other in writing of its intent not to renew at least thirty (30) days prior to expiry of the then-current Initial Term or a Renewal Term. 3.2 The fees for rented Equipment may increase on the commencement of each applicable Renewal Term, provided that UKG gives Customer at least thirty (30) days’ prior written notice of such change through the renewal quote or invoice. The fees for the same quantity of such Equipment may increase over the previous year as set forth in the Order. The increased fees will be set forth in the applicable invoice. 3.3 Within thirty (30) days of the date of termination or expiration of the Term, Customer shall, at Customer’s expense, return all rented Equipment to UKG in the same condition as it was in when originally received by Customer, reasonable wear and tear excepted. Customer shall pay UKG the then-current list price of any rented Equipment that Customer fails to return as required under this Addendum. 4. Ownership. Rented Equipment is and shall remain the sole and exclusive personal property of UKG and will not become a fixture if attached to other equipment or real property. Customer shall not do or allow to occur anything which might adversely affect UKG’s right, title or interest in the Equipment. Customer shall not sell or otherwise encumber rented Equipment and shall not make any alterations or remove rented Equipment from the place where such Equipment is originally installed without UKG’s prior written consent. 5. Support Services. The Depot Exchange Service applies to all rented Equipment at no additional cost. 6. Warranty. Unless otherwise expressly agreed in writing, rented Equipment is provided “AS IS” with all faults UKG’s sole obligation for defective equipment shall be for UKG, at its option and cost, to repair or replace the affected Equipment, and, if UKG is unable to repair or replace within a reasonable time, then upon return of such Equipment to UKG, UKG will refund prepaid rental fees made by the Customer for use of affected Equipment after such return date. Opp ID 866593_PROMMENT; SOW terms expire if not executed by 09/30/2025 UKG Pro Statement of Work for City of Eden Prairie This Statement of Work (SOW) outlines the scope of services to be provided by UKG for the implementation of the Subscription Service(s) in the corresponding Order and is subject to the terms and conditions set forth in the UKG Master Services Agreement (MSA) or such other existing underlying agreement between the Parties. The SOW shall apply to this Order and shall supersede any Statement of Work linked in the Order. The scope of services described herein are fixed price based and subject to the same terms and conditions as the corresponding Order. Unless otherwise defined herein, words and expressions defined in the Order shall have the same meaning in this Statement of Work. 1. Project Summary To improve the efficiency, accuracy, and scalability of our time and attendance services, we are transitioning from the current UTM system to a more robust Workforce Management platform. 2. Introduction to Launch UKG’s Launch methodology provides a framework for how the project will progress during the Customer’s deployment. The project team follows this framework to transition Customer’s applicable functions from the legacy provider(s) to the UKG Subscription Service(s). The Launch methodology includes the following phases: Launch Phase Description Welcome This phase includes UKG’s internal readiness and team assignments, Customer preparation and access to Subscription Service(s), project team kick off, and initial project planning. Requirements This phase includes reviewing and assessing Customer’s current process and policy information to ensure the best fit between Customer’s business requirements and the UKG Subscription Service(s). Build This phase includes configuring Customer’s Subscription Service(s), migrating applicable data from legacy system(s), building integrations to/from third-party systems, and unit testing to ensure each iteration delivers a fully configured component of the system. Test This phase includes Customer’s User Acceptance Testing (UAT) for the applicable UKG Subscription Service(s). Go Live This phase includes UKG assisting Customer with the first live processing, the rollout of the Subscription Service(s) and transition to UKG support. 3. Subscription Services in Scope The following Subscription Services are in scope and will be configured in accordance with the Launch methodology and assumptions described in this document. Subscription Service Go Live Phase UKG Pro Workforce Management (Timekeeping and Accruals) Phase 1 4. Launch Parameters The following parameters support UKG’s Launch methodology and provide an additional set of considerations as it applies to the Project, the Subscription Service(s), and Professional Services described in this document. Launch Item Parameters Opp ID 866593_PROMMENT; SOW terms expire if not executed by 09/30/2025 Project Launch and Completion x UKG will support one (1) Launch Go Live for the Subscription Service(s) in the Order. Professional Services launch timing below may not necessarily correlate with the billing start date noted in the Order. x The typical Phase 1 Launch duration for Customers whose purchase includes UKG Pro Pay and People Center and/or UKG Pro Workforce Management is six to seven (6-7) months from project kick- off and expire after eight (8) months. x Customer will exercise services, including all integrations, within the defined services period provided in this SOW. x Changes may be required to your exiting Pro HCM to enable a cohesive user interface and to provide the ability to adopt all current and future cross platform functionality. Launch Pricing x Fixed Fee Launch pricing for the scope of services described herein is based on typical Launch duration identified in this SOW and assumes Customer will have established standardized HR, pay, and/or time policies/practices for employees included within the Order. Launch Item Parameters x If any necessary Customer information, data, materials, access, cooperation and/or personnel is incomplete or delayed, UKG reserves the right to place the project on hold, reassign resources, and amend the quoted pricing accordingly. x Including but not limited to, material scope or requirement changes impacting project resource requirements and/or Launch duration (project push), including interfaces not specified in this SOW, will require a separate billable Service Request with additional launch services fees. There may be opportunities to complete the project in a compressed duration. However, if Customer’s project resources are unprepared or unavailable, the project’s duration may need to be extended, increasing billable launch services fees required to complete this SOW. Work Hours x UKG will perform work during standard business hours, Monday through Friday from 8:00 a.m. to 5:00 p.m. in the Customer’s primary time zone. x Work outside of the standard business hours must be mutually agreed upon in advance and requested with enough notice to ensure resource availability. Customer Tasks and Communication x Customer will complete tasks and training as indicated in the Roles and Responsibilities section of this document and as assigned in the final project plan by mutually agreed upon due dates. x UKG will not be responsible for delays caused by Customer’s failure to provide adequate resources for the project or complete tasks and training promptly. x The Customer’s project manager is the appointed point of contact for Customer on this project. The Customer’s project manager will be responsible for all communications and project management among all Customer parties (staff, vendors, consultants) and for the escalation and resolution of any issues for the Customer. Travel and Access x All project tasks are completed through UKG’s remote deployment model unless otherwise mutually agreed to in advance or via an authorized Service Request order. x Customer will provide UKG resources with access to necessary infrastructure to complete project tasks. Remote access will be granted using industry standard tools (GoToMyPC, PCAnywhere, etc.). x Travel expenses are not included and will be invoiced separately as incurred. Customer is responsible for airfare, lodging, and related travel expenses incurred while UKG resources are traveling for Customer’s business. All travel and expenses are billed at actual costs incurred. UKG resources will book travel through UKG’s preferred travel management company. 5. Roles, Responsibilities, and Deliverables A successful Launch assumes Customer participation throughout each phase of the project. Roles and responsibilities for both UKG and the Customer are described below along with primary Launch deliverables and acceptance criteria. Launch Phase UKG Customer Deliverables Welcome Opp ID 866593_PROMMENT; SOW terms expire if not executed by 09/30/2025 x Review Statement of Work (SOW), contract documents and resource assignments with Customer x Facilitate and participate in the kick-off meeting x Assist in defining Customer resources and training plan as part of the project plan x Provide Customer access to the Subscription Service(s) as contracted in the Order • x Validate Statement of Work (SOW), contract documents and resource assignments x Share project goals/success criteria with UKG project team x Participate in the kick-off meeting x Ensure key project resources attend recommended training course(s) throughout implementation x Statement of Work (SOW) and contract documents reviewed and align with those received with the Order x Resource assignments, training plan, and initial project plan delivered and align with project goals/success criteria shared with UKG project team\ x Access to the UKG Subscription Service(s) obtained as contracted in the Order Requirements x Guide Customer in gathering business requirements for Net New Subscription Services x Conduct workshops to define testing strategy x Lead and participate in the documentation of project x Gather policy/procedure documentation and business use cases to complete data collection process for Net New Subscription Services x Describe expected solution, business process(es), and x Updated project plan delivered detailing activities and primary milestones of the project x Data collection process complete x Testing strategy workshop(s) delivered x Project scope document Launch Phase UKG Customer Deliverables assumptions, risks, and configuration needs based on completed requirements and UKG recommended configurations x Create project scope document detailing the results of the requirements phase and provide Customer with a detailed project plan business rules for all employee groups in scope x Facilitate rapid review, feedback, and signoff on all project documentation as required to meet project deadlines x Participate in the documentation of project assumptions, risks, and configuration needs delivered Build x Complete mutually agreed upon UKG configuration tasks and complete unit testing to validate configuration x Share data mapping process and field specifications with Customer x Configure interfaces as defined in this document x Supply technical support for UKG network infrastructure x Complete mutually agreed upon Customer configuration tasks and complete unit testing to validate configuration x Provide data translations and field mapping defaults for all required fields x Supply technical support for system integration/data conversion, system networking and any Customer hardware x Review configuration and agree to proceed to Test phase x Unit testing completed and configuration validated for Subscription Service(s) x Data mapping process and field specifications shared supporting the provisioning of data necessary for required fields x Interfaces are configured and align with those defined in the SOW Test x Assist Customer with interface, system, functional, and conversion (if applicable) User Acceptance testing (UAT) per the defined testing strategy x Resolve Customer-reported defects x Perform interface, system, functional, and conversion (if applicable) User Acceptance testing (UAT) per the defined testing strategy x Report and retest identified defects x User Acceptance testing (UAT) completed and x Customer’s authorization to proceed to Go Live received Go Live x Provide production support and post-live support for transition to UKG’s Support Services team x Execute manager and end-user training x Validate Subscription Service(s) and mutually agree to proceed with Go Live x First live date has been achieved 6. Project Team Composition UKG will provide experienced resources and subject matter experts (SMEs) specializing in specific areas of the Launch associated with Opp ID 866593_PROMMENT; SOW terms expire if not executed by 09/30/2025 the Subscription Service(s) purchased. Customer will also provide resources and subject matter experts (SMEs) to support implementation of the Subscription Service(s) purchased or as otherwise mutually agreed to in the project plan. UKG may use trained and approved consulting services resources (“Certified Partners”) to assist in the performance of the Launch or consulting services under the Order. Customer hereby authorizes access by UKG, its affiliates, and Certified Partners to the Customer information necessary to perform such Professional Services which may include access to Customer’s Confidential Information and Customer Data. UKG Resource Key Responsibilities Service Manager x Act as UKG project sponsor responsible to gain commitment for all project resources Project Manager x Serve as primary point of contact responsible for achieving project objectives by coordinating with all project resources on the timely completion of project tasks x Develop and manage project schedule. Communicate overall project status and provide project reporting. x Serve as initial point of escalation for all project related issues. Identify and develop project risk mitigation plan and coordinate activities needed for resolution. User Adoption Consultant x Serve as primary point of contact to advise designated Customer resources responsible to support the delivery of change management Subscription Service Consultant(s) x Act as advisor and primary point of contact for Subscription Service(s) purchased under this agreement and associated service requests UKG Resource Key Responsibilities x Complete the configuration life cycle per the Launch methodology for Subscription Service(s) in scope Workforce Management Consultant x Primary point of contact for workforce management subscription services configuration life cycle per the Launch methodology Customer Resource Key Responsibilities Executive Sponsor x Act as Customer project sponsor responsible to gain commitment for all project resources x Provide executive-level support to the project team x Ensure the needs of the project team are well represented and met by the steering committee Project Manager / Lead x Serve as primary point of contact responsible for achieving project objectives by coordinating with Customer project resources on the timely completion of project tasks x Communicate overall project status and provide project reporting to Customer steering committee if applicable x Identify and manage project risks and serve as Customer’s initial point of escalation for all project related issues and coordinate activities needed for resolution x Channel the team’s activities toward Subscription Service(s) configuration and executing the project Education and Change Management Resource x Act as Customer’s primary resource and designated decision maker for end user training and change management System Administrator x Serve as Customer’s primary resource(s) for Subscription Service(s) configuration and on-going system support and knowledge Technical Resource x Serve as Customer’s primary resource(s) for technical issues related to integrations, network, Subscription Service(s) security, and data conversion when applicable Workforce Management Subject Matter Expert x Customer’s primary workforce management representative and designated decision maker Other Subject Matter Experts x Provide subject matter expertise pertaining to the Customer’s current business processes and policies for functional areas associated with in scope Subscription Service(s) x Act as a primary resource and decision maker regarding Subscription Service(s) configuration x Support Customer’s User Acceptance Testing (UAT) effort during the Testing phase per the Launch methodology and supplemental testing services, if purchased 7. Service Assumptions The following assumptions were used to formulate the Order and this SOW. Changes to these assumptions may require a separate Service Request resulting in additional costs and delayed timelines. Training and User Adoption Services Opp ID 866593_PROMMENT; SOW terms expire if not executed by 09/30/2025 Service Assumptions Training UKG will: x Provide guidance on recommended product training to prepare your project team during Launch via Project Map. Specific courses are required during each phase of the Launch to minimize the amount of time between training delivery date and real-life system usage. x Provide access to learning resources like job aids and videos for end users, superusers and administrators. x Provide ongoing, post-live access to formal and informal learning for administrators and superusers to keep up to date with releases, quarter/year end and best practices. User Adoption Assessment Workshop UKG will: x Conduct one (1) workshop(s) for up to fifteen (15) participants to evaluate and assess Customer’s user adoption needs x Provide access to user adoption action plan, adaptable change management and user training templates Train the Trainer Consulting Workshop UKG will: x Conduct one (1) workshop(s) for up to fifteen (15) participants focused on user training delivery for manager and employee roles x Provide standard hands-on exercises with the most common tasks for managers x Provide access to editable PowerPoint and participant guide from the Manager Tasks and Outcomes course Service Assumptions Testing Services Service Assumptions User Acceptance Testing (UAT) Support UKG will: x Provide an overview of the UAT process, including testing tools and the approach to be used for issue management x Supply stock baseline test cases to validate system functionality and provide general guidance to aid Customer in writing and executing test cases specific to their business x Offer consultation and provide issue support during the testing phase x Secure final confirmation from Customer to validate system readiness prior to Go Live UKG Pro Workforce Management Services Service Assumptions UKG Pro Workforce Management UKG will configure: • Fifteen (15) employee pay rules (e.g., grouping of overtime, shift premiums, holiday zones, etc.) • UKG will configure 15 pay rules and provide the customer with training and training materials to support the configuration of the remaining rules. • (9) Union CBAs (collective bargaining agreements) • Ten (10) accrual policies (UKG Pro Workforce Management becomes the system of record for accruals) • UKG will configure 10 accruals and provide the customer with training and materials to support the configuration of the remaining rules. • Two (2) Standard yes/no attestation workflows Custom BIRT Attendance Report UKG will develop: • Custom BIRT Time and Attendance report Other UKG Subscription Services Opp ID 866593_PROMMENT; SOW terms expire if not executed by 09/30/2025 Service Assumptions 8. Service Requests Requests for changes to this SOW, additional scope, activities, or increased project duration must be submitted to the UKG project manager in writing or in the form of an electronic Service Request. The following excluded items are considered out of scope and will require a billable Service Request: x Material changes in the scope or effort x Material changes in the number or type of deliverables to meet the defined scope or effort x Changes to the project resource requirements x Changes to the Launch duration UKG will assess the time needed to implement the Service Request, its impact on the project's delivery, and will quote the Service Request based on current rates. Service Request will be submitted through the UKG Community. UKG will perform the requested work once the Service Request has been completed and approved by the Customer. UKG will not be responsible for troubleshooting Subscription Service(s), interfaces or hardware not provided by UKG. City Council Agenda Cover Memo Date: September 16, 2025 Section: Public Hearing Item Number: VIII.A. Department: Public Works/ Engineering – Molly Swanson ITEM DESCRIPTION Vacation 25-01: Vacation of Drainage and Utility Easements REQUESTED ACTION Move to: Close the public hearing; and Adopt the Resolution vacating the Drainage and Utility Easements. SUMMARY The developer of Aspen Estates Assisted Living & Memory Care has requested the vacation of the drainage and utility easements as dedicated on Lot 1, Block 2, Aztec Drive Addition, Hennepin County, Minnesota, to facilitate the plat of Aspen Estates. New drainage and utility easements will be dedicated with the plat of Aspen Estates. The release of the resolution vacating said easements shall be conditioned on the recording of the plat of Aspen Estates. ATTACHMENTS Resolution Location Map Site Plan Published Notice Notification List CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2025-__ VACATION OF THE DRAINAGE & UTILTY EASEMENTS LYING OVER, UNDER, AND ACROSS LOT 1, BLOCK 2, AZTEC DRIVE ADDITION VACATION 25-01 WHEREAS, the City of Eden Prairie has certain drainage and utility easements described as follows: All those drainage and utility easements, originally dedicated on the recorded plat of Aztec Drive Addition, Hennepin County, Minnesota, which lie within Lot 1, Block 2, of said plat. WHEREAS, a Public Hearing was held on September 16, 2025, after due notice was given to affected property owners and published in accordance with M.S.A. 412.851; and WHEREAS, the Council has been advised by City Staff that the proposed vacation of the above described drainage and utility easements has no relationship to the comprehensive municipal plan; and WHEREAS, it has been determined that the said drainage and utility easements are not necessary and have no interest to the public, therefore, should be vacated. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council as follows: 1. Said drainage and utility easements as described above are hereby vacated. 2. The City Clerk shall prepare a Notice of Completion of Proceedings in accordance with M.S.A. 412.851. 3. This Resolution is contingent upon and shall not be effective until the plat of Aspen Estates has been recorded with the County Recorder / Registrar of Titles as applicable. The City Clerk shall not present the Notice of Completion of Proceedings to the County Auditor or file it with the County Recorder/Registrar of Titles until the plat of Aspen Estates has been recorded. ADOPTED by the Eden Prairie City Council on September 16, 2025. ________________________ Ronald A. Case, Mayor ATTEST: _______________________ David Teigland, City Clerk 2223RD.PORCUPINECT.RD. FES C U E DAR NEL RD.FF RO OKCREEK KNOLL RD.CREEKWOODDR.MAGNOLIATR.R D .PL.C O L UMBINE DARNELAVE.PRINCOUTHTDAR 25.DARNELTU S S OCKCT.TOOFWOCRCT.COCKSP URC T .CT.92. RD . AZTEC DR.107.COLDSTREAMLN.YBETONLD S LN.TREACOM HARVARD AVE.DR. AVE. PEP P E R D I N ECORNELLCT.CT.136.NTAINBISHOP CT.MAGNOLIA TR.DIFFLA.MARIGOLDCIR.CIR.ALA.PKWY.C O R TLA NO 8 4 Creek61MCreekwood ParkSUNNCOLVIEW128.DR.GELE69.NE COLUMBI85868 8 8787908 9 9 1 TERRA- V E R DE T R.PurgatoryCT.LA.DR.CT. R D . ESS E X BER KSHIRECT. PK W Y .LIHDAGARDEN82R H UPTR.T R 83Oak PointeIntermediateSchoolHennepinTechnicalCollegeG:\Public Works\Engineering\Drawings\Public Works\Easements\Vacations\2025\VAC 25-01.dwg DATE: 04/16/2025VACATION LOCATION MAPVAC 25-01SITE EASEMENTVACATION SKETCH & DESCRIPTION FOR: ASPEN ESTATES REALTY, LLC Page 2 of 2 James R. Hill, Inc. Scale: 1"=50'PROJECT NO. 24273vac VACATION 25-01 NOTICE OF VACATION OF DRAINAGE AND UTILITY EASEMENTS AS DEDICATED ON LOT 1, BLOCK 2, AZTEC DRIVE ADDITION, HENNEPIN COUNTY, MINNESOTA Notice is hereby given that a public hearing will be held before the Eden Prairie City Council at the Eden Prairie City Hall, 8080 Mitchell Road, Eden Prairie, Minnesota, on September 16, 2025 at 7:00 p.m. to hear all persons present upon the proposed vacation of public drainage and utility easements described as follows: The drainage and utility easement over, under and across that part of Lot 1, Block 2, AZTEC DRIVE ADDITION, Hennepin County, Minnesota described as follows: All those drainage and utility easements, originally dedicated on the recorded plat of Aztec Drive Addition, Hennepin County, Minnesota, and now to be vacated, which lie within Lot 1, Block 2, of said plat. By Order of the City Council Published in the Sun Sailor on August 28, 2025 NOTIFICATION LIST VACATION REQUEST 25-01 A copy of the Public Hearing Notice has been sent to owners of the following parcels: 23-116-22-32-0014 23-116-22-32-0020 23-116-22-32-0021 23-116-22-32-0071 23-116-22-23-0071 23-116-22-23-0076 A copy of the Public Hearing Notice has been sent to the following Utilities: CenterPoint Energy Century Link Communications Comcast Cable Xcel Energy MCI/Verizon Arvig Zayo/Terra Technologies City Council Agenda Cover Memo Date: September 16, 2025 Section: Payment of Claims Item Number: IX. Department: Administration / Finance ITEM DESCRIPTION Payment of Claims REQUESTED ACTION Move to approve the payment of claims as submitted (roll call vote). SUMMARY Checks 319647 - 319671 Checks 5001605 - 5001935 Wire Transfers 11744 – 11781 Purchasing Card 11744 ATTACHMENTS Check Register Check Summary City of Eden Prairie Council Check Summary 9/16/2025 Divison Amount Divison Amount 000 General Total 17,202 437 G.O. Perm. Improv. 2010A Total 242 100 City Manager Total 908 440 GO Perm Impr Ref Bonds 2011D Total 242 101 Legislative Total 5,322 441 2012A G.O. Refunding Bonds Total 242 102 Legal Counsel Total 27,457 442 2012B G.O. Refund Capital Imp Total 242 110 City Clerk Total 631 446 2014A G.O. TAX ABATEMENT BONDS Total 242 111 Customer Service Total 1,225 448 2016A GO BONDS - WEST 70TH ST. Total 242 112 Human Resources Total 774 Total Debt Service Fund 1,450 113 Communications Total 5,602 114 Benefits & Training Total 695 304 Senior Board Total 69 130 Assessing Total 2,010 315 TIF-Eden Shores Senior Housing Total 4,465 131 Finance Total 44 317 Eden Prairie Players Total 17 132 Housing and Community Services Total 49 502 Park Development Total 4,851 133 Planning Total 470 509 CIP Fund Total 161,587 136 Public Safety Communications Total 30,780 513 CIP Pavement Management Total 17,154 138 Community Development Admin. Total 27 526 Transportation Fund Total 2,642 150 Park Administration Total 457 541 DELL RD (CRESTWOOD TO CSAH 61) Total 17,057 151 Park Maintenance Total 15,820 542 Willow Creek Street/Utilities Total 630 153 Organized Athletics Total 6,465 543 Police Remodel Total 178,545 154 Community Center Total 9,524 544 Shady Oak (FCD to Valley View) Total 740,090 155 Beaches Total 53 Total Capital Projects Fund 1,127,107 156 Youth Programs Total 25,178 157 Special Events Total 1,646 601 Prairie Village Liquor Total 93,439 158 Senior Center Total 2,492 602 Den Road Liquor Total 185,249 160 Therapeutic Recreation Total 720 603 Prairie View Liquor Total 105,045 162 Arts Total 10,755 605 Den Road Building Total 196 163 Outdoor Center Total 1,152 701 Water Enterprise Fund Total 597,705 168 Art Center Total 2,404 702 Wastewater Enterprise Fund Total 2,977 180 Police Sworn Total 44,432 703 Stormwater Enterprise Fund Total 22,180 182 Police Civilian Total 100 Total Enterprise Fund 1,006,791 184 Fire Total 25,792 186 Inspections Total 100 802 494 Commuter Services Total 26,451 200 Engineering Total 2,315 807 Benefits Fund Total 660,942 201 Street Maintenance Total 18,546 809 Investment Fund Total 10,176 202 Street Lighting Total 82,393 811 Property Insurance Total 11,932 Total General Fund 343,539 812 Fleet Internal Service Total 162,248 813 IT Internal Service Total 43,240 303 Cemetery Operation Total 950 814 Facilities Capital ISF Total 20,353 312 Recycle Rebate Total 1,300 815 Facilities Operating ISF Total 5,125 Total Special Revenue Fund 2,250 816 Facilities City Center ISF Total 13,602 817 Facilities Comm. Center ISF Total 178,633 818 Dental Insurance Total 10,340 820 Fencing Consortium Total 24 Total Internal Svc/Agency Funds 1,143,065 Report Total 3,624,201 City of Eden Prairie Council Check Register 9/16/2025 Amount Vendor Name Account Descripiton Business Unit Comments728,918 VALLEY PAVING INC OCS - Other Contracted Services Shady Oak (FDC to Valley View)Shady Oak Road Improvements 358,859 UKG INC Taxes Withheld Health and Benefits Ultimate Garnishments/Payroll Taxes PR Ending 08.22.25 239,835 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION PERA Health and Benefits PERA PR Ending 08.08.25 181,602 XCEL ENERGY Electric Various Funds Multi-premise Electric 154,814 MINNESOTA ROADWAYS CO OCS - Other Contracted Services Capital Maintenance & Reinvestment Round Lake Parking Lot Reconstruction 152,110 KEYS WELL DRILLING COMPANY Improvement Contracts Water Capital Well 16 Rehab 150,839 METERING & TECHNOLOGY SOLUTIONS Capital Under $25,000 Water Capital Water Meter Assemblies 1" (93) & 2" (66) 108,403 NORTH COUNTRY CHEVROLET Autos Fleet - Police New Vehicle Purchase - 265 87,755 KRAUS-ANDERSON CONSTRUCTION COMPANY OCS-Other Contracted Services Police Remodel 80,090 USB-PURCHASING CARD Various Accounts Various Funds 79,330 XCEL ENERGY Electric Various Funds 60,453 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Liquor Funds 59,820 TK ELEVATOR CORPORATION OCS-Other Contracted Services Police Remodel 47,227 MINNESOTA DEPT OF HEALTH Licenses, Taxes & Fees Utility Operations - General 43,325 BREAKTHRU BEVERAGE MN BEER LLC Liquor Product Received Liquor Funds 39,118 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Liquor Funds 33,899 VOYA Deferred Compensation Health & Benefits 32,765 DIVERSE BUILDING MAINTENANCE Janitor Service Various Funds 32,489 BREAKTHRU BEVERAGE MN BEER LLC Liquor Product Received Liquor Funds 32,157 GRAYMONT Chemicals Water Treatment 30,970 JTA BUILDERS LLC OCS-Other Contracted Services Police Remodel 27,457 GREGERSON ROSOW JOHNSON & NILAN LTD Legal Legal 26,067 US DIGITAL DESIGNS Software Maintenance Public Safety Communications 25,067 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Liquor Funds 22,190 SOUTHERN GLAZER'S WINE AND SPIRITS OF MN Liquor Product Received Liquor Funds 20,504 ICMA RETIREMENT TRUST-457 Deferred Compensation Health and Benefits 19,707 REVOLUTIONARY SPORTS, LLC Instructor Service Recreational Sports 17,329 MANSFIELD OIL COMPANY Motor Fuels Fleet Operating 15,754 CAPITOL BEVERAGE SALES LP Liquor Product Received Liquor Funds 15,638 METROPOLITAN MECHANICAL CONTRACTORS OCS - Other Contracted Services Ice Arena Maintenance 15,634 PAYCHEX Wages & Benefits 494 Corridor Commission 15,617 HOUSTON ENGINEERING INC Design & Engineering Stormwater Capital 15,260 CAPITOL BEVERAGE SALES LP Liquor Product Received Liquor Funds 15,057 WSB & ASSOCIATES INC Design & Engineering Dell Road (Crestwood to CSAH 61) 13,636 BADGER METER Telephone Water Metering 13,025 KRAUS-ANDERSON CONSTRUCTION COMPANY OCS - Other Contracted Services Facilities Capital 12,294 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Liquor Funds 12,220 HAWKINS INC Chemicals Water Treatment 12,188 LOGIS Software Maintenance IT Operating 12,001 GRAYMONT Chemicals Water Treatment 11,513 STREICHERS Capital Under $25,000 Police Sworn 11,263 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Liquor Funds 11,173 WSB & ASSOCIATES INC Testing Shady Oak (FDC to Valley View) 11,070 VAN PAPER COMPANY Cleaning Supplies General Community Center 10,760 BREAKTHRU BEVERAGE MN WINE & SPIRITS Liquor Product Received Liquor Funds 10,340 HEALTHPARTNERS Dental Insurance Dental Insurance 10,176 PFM ASSET MANAGEMENT LLC Interest Investment Fund 9,399 NEW FRANCE WINE COMPANY 9,214 ARTISAN BEER COMPANY 9,003 MARTIN MARIETTA MATERIALS 9,000 JOHN AND ANN MARIE MARSHALL 8,691 CEMSTONE PRODUCTS COMPANY 8,665 THE JAMAR COMPANY 8,330 H & L MESABI 8,086 BREAKTHRU BEVERAGE MN WINE & SPIRITS Amount Vendor Name Account Descripiton Business Unit Comments7,949 DAKOTA SUPPLY GROUP INC 7,943 DODGE OF BURNSVILLE 7,904 LEAGUE MN CITIES INS TRUST 7,328 TRUE NORTH CONSULTING GROUP 7,158 WHEN I WORK INC 7,063 EXCEL LAWN & LANDSCAPE 6,993 WINEBOW 6,924 SWANSON FLO 6,733 CATALYST GRAPHICS INC 6,420 CENTERPOINT ENERGY 6,117 HOHENSTEINS INC 6,023 M-R SIGN CO INC 5,884 RDO EQUIPMENT CO 5,823 SSI ABS-2025-1 PROJECT HOLDINGS LLC 5,551 STREICHERS 5,520 ETHANOL PRODUCTS LLC 5,510 ARTISAN BEER COMPANY 5,394 TRAFFIC CONTROL CORPORATION 5,225 HAWKINS INC 5,222 VAN PAPER COMPANY 4,995 NOVACARE REHABILITATION 4,759 AMERICAN PRESSURE INC 4,600 CASTRO CLEANING LLC 4,588 METRO SALES INCORPORATED* 4,512 HOHENSTEINS INC 4,500 ACROSS THE STREET PRODUCTIONS 4,465 THE HOME DEPOT 4,254 STERLING FENCE INC 4,224 LAKE COUNTRY DOOR LLC 4,190 XIGENT SOLUTIONS LLC 4,028 LEAGUE MN CITIES INS TRUST 4,018 MINNESOTA VALLEY ELECTRIC COOPERATIVE 4,000 MESSERLI & KRAMER 3,847 GREAT LAKES COCA-COLA DISTRIBUTION 3,780 CLEARPOINT STRATEGY 3,674 SYMETRA LIFE INSURANCE COMPANY 3,608 CLEAR RIVER BEVERAGE CO 3,505 ADVANCED ENGINEERING & ENVIROMENTAL SERV 3,400 MINNESOTA NATIVE LANDSCAPES 3,334 HENNEPIN COUNTY TREASURER 3,319 HENNEPIN COUNTY TREASURER 3,286 BELLBOY CORPORATION 3,135 ZOHO CORPORATION 3,058 GARTNER REFRIGERATION & MFG INC 3,000 AVOLVE SOFTWARE 2,800 DIANNA PARKS 2,680 WALL TRENDS INC 2,680 WINE MERCHANTS INC 2,629 WINE MERCHANTS INC 2,540 BERGERSON-CASWELL INC 2,535 SHADYWOOD TREE EXPERTS 2,509 BOUND TREE MEDICAL LLC 2,448 HIRSHFIELD'S 2,435 BELLBOY CORPORATION 2,357 GRAINGER 2,354 AIRGAS USA LLC 2,332 INNOVATIVE ENGINEERING LLC 2,271 PERA 2,241 BROTHERS FIRE PROTECTION Amount Vendor Name Account Descripiton Business Unit Comments2,223 MACQUEEN EQUIPMENT INC 2,199 W W GOETSCH ASSOCIATES INC 2,176 LYNCH CAMPS INC 2,175 BAKER TILLY ADVISORY GROUP, LP 2,170 LEAST SERVICES COUNSELING 2,155 AQUA LOGIC INC 2,145 Showcase Striping Services Inc 2,117 KRISS PREMIUM PRODUCTS INC 2,000 PATCHIN MESSNER DODD & BRUMM 1,996 PAUSTIS & SONS COMPANY 1,987 NAC MECHANICAL AND ELETRICAL SERVICES 1,976 SUBURBAN CHEVROLET 1,938 YOUNGSTEDTS COLLISION CENTER 1,922 PAUSTIS & SONS COMPANY 1,914 OUTDOOR ENVIRONMENTS INC 1,890 WALL TRENDS INC 1,860 CASTREJON INCORPORATED 1,836 ASCENTEK, INC 1,831 RIVER'S EDGE CONCRETE, LLC 1,814 MTI DISTRIBUTING INC 1,790 VINOCOPIA 1,701 HORIZON COMMERCIAL POOL SUPPLY 1,647 THE ADVENT GROUP 1,587 SYSCO WESTERN MINNESOTA 1,540 STANTEC CONSULTING SERVICES INC 1,524 LYNDALE PLANT SERVICES 1,520 BARTLEY SALES COMPANY INC 1,517 VINOCOPIA 1,497 T-MOBILE 1,468 GREAT LAKES COCA-COLA DISTRIBUTION 1,451 ADVANCED FIRST AID INC 1,446 GARTNER REFRIGERATION & MFG INC 1,440 YORKTOWN OFFICES 1,403 PRECISE MRM LLC 1,386 R & R SPECIALTIES OF WISCONSIN INC 1,373 SITEONE LANDSCAPE SUPPLY, LLC 1,344 BTR OF MINNESOTA 1,307 POMP'S TIRE SERVICE INC 1,289 CLEAR RIVER BEVERAGE CO 1,283 BOUND TREE MEDICAL LLC 1,280 CEMSTONE PRODUCTS COMPANY 1,260 UNMAPPED BREWING CO 1,239 MARTIN MARIETTA MATERIALS 1,188 POMP'S TIRE SERVICE INC 1,185 MENARDS 1,153 MANSFIELD OIL COMPANY 1,148 MARCO INC 1,144 ALEX AIR APPARATUS 2 LLC 1,101 CONSTRUCTION MATERIALS INC 1,081 MENARDS 1,046 EDEN PRAIRIE SCHEELS 1,026 WEX 1,023 WINEBOW 1,000 ADRIANA WHEATON 1,000 HENNEPIN COUNTY WARRANT OFFICE 990 SITEONE LANDSCAPE SUPPLY, LLC 990 CINTAS CORPORATION 959 WEX 957 EMERALD ELEMENTS Amount Vendor Name Account Descripiton Business Unit Comments925 STEEL TOE BREWING LLC 911 CENTURYLINK 911 CINTAS CORPORATION 908 JOHN HENRY FOSTER MINNESOTA INC 906 CONSTRUCTION MATERIALS INC 903 UNMAPPED BREWING CO 900 JOHNSON ARIEL 898 NARAYANAN PG 893 INTERNATIONAL UNION OF OPERATING 878 CENTRAL HYDRAULICS , INC. - ROGERS 865 MODIST BREWING COMPANY 850 SAWYERS DREAM BAND LLC 824 A WHALE OF A TREAT 819 CLAREY'S SAFETY EQUIPMENT 806 FASTENAL COMPANY 805 HIGHWAY 5 BP 803 I-STATE TRUCK CENTER 800 JILL BURKES 800 BIG STATE INDUSTRIAL SUPPLY INC 795 PETERSON COUNSELING AND CONSULTING LLC 770 AMAZING ATHLETES OF CENTRAL MN 741 GREATAMERICA FINANCIAL SVCS 716 PRINCIPAL FINANCIAL GROUP 708 AMERICAN RED CROSS 705 INTERSTATE POWER SYSTEMS INC 676 PETERSON BROS ROOFING AND CONSTRUCTION I 671 PAFFY'S PEST CONTROL 670 ELM CREEK BREWING COMPANY 661 FASTSIGNS 650 KIMBERLY MILLER 648 BARREL THEORY BEER COMPANY 641 CDW GOVERNMENT INC. 640 FASTENAL COMPANY 630 BOLTON & MENK INC 615 EMERALD ELEMENTS 613 PRAIRIE ELECTRIC COMPANY 609 AMERICAN PRESSURE INC 601 BERGMAN LEDGE LLC 600 ELVEE GEOFF 594 PAFFY'S PEST CONTROL 581 ECM PUBLISHERS INC 560 MAVERICK WINE LLC 560 DIAMOND MOWERS INC 553 ULINE 550 DENN TRICIA 550 WOMEN'S DRUM CENTER 546 INBOUND BREW CO 543 THE OASIS GROUP 534 MINNESOTA VALLEY ELECTRIC COOPERATIVE 525 METROPOLITAN FORD 518 PETERSON BROS ROOFING AND CONSTRUCTION I 500 DIETHELM, TAMMY L 500 MINNESOTA NATIVE LANDSCAPES 477 BACK CHANNEL BREWING COLLECTIVE LLC 476 LUPULIN BREWING COMPANY 474 ARCHETYPE SIGNS 472 GRAINGER 467 SMALL LOT MN 465 CARLSTON, BRANDON Amount Vendor Name Account Descripiton Business Unit Comments465 DIVERSE BUILDING MAINTENANCE 460 WM MUELLER AND SONS INC 450 TWIN CITY MONUMENT CO 431 MADISON, MELISSA 431 WEX 425 MPCA 420 URBAN GROWLER BREWING COMPANY LLC 416 SHAMROCK GROUP, INC - ACE ICE 387 IDEXX DISTRIBUTION CORP 387 RED BULL DISTRIBUTING COMPANY INC 376 ADAMS PEST CONTROL INC 373 PRYES BREWING COMPANY 366 I-STATE TRUCK CENTER 360 BARREL THEORY BEER COMPANY 360 PARLEY LAKE WINERY 356 ASPEN MILLS 334 KRISS PREMIUM PRODUCTS INC 334 LUPULIN BREWING COMPANY 331 INDELCO PLASTICS CORP 330 ST CROIX LINEN LLC 324 MTI DISTRIBUTING INC 318 PROP - PR 318 QUALITY PROPANE 300 KAISER, DAVID S 300 KARL WEISENHORN 300 KING SAMANTHA 300 PETTY CASH 297 FACTORY MOTOR PARTS COMPANY 293 PRINT SOURCE MINNESOTA 285 MAVERICK WINE LLC 285 TOWNSEND BRETT 280 BARR ENGINEERING COMPANY 278 VERIZON WIRELESS 270 ESTRINE, ROBERT 270 NEW FRANCE WINE COMPANY 268 PRAIRIE ELECTRIC COMPANY 268 BACK CHANNEL BREWING COLLECTIVE LLC 265 ZIEGLER INC 250 GOLDEN VALLEY SUPPLY CO 240 PIRTEK BURNSVILLE 230 VESTIS SERVICES LLC 229 ASPEN MILLS 229 MONTGOMERY BREWING COMPANY LLC 229 STEEL TOE BREWING LLC 229 SHAMROCK GROUP, INC - ACE ICE 227 APPLE FORD SHAKOPEE 225 TRANSUNION RISK & ALTERNATIVE DATA 225 INSIGHT BREWING COMPANY LLC 221 SMALL LOT MN 221 FIRE SAFETY USA INC 220 HAGGARD BARREL BREWING COMPANY LLC 216 CENTURYLINK 213 MATTHEW CHARLES SILVERBERG 201 MOTOROLA 200 TWIN CITY FILTER SERVICE INC 189 EMERGENCY TECHNICAL DECON 186 GETSCHOW, RICK 182 CENTURYLINK 178 VESTIS SERVICES LLC Amount Vendor Name Account Descripiton Business Unit Comments172 AM CRAFT SPIRITS SALES & MARKETING 167 EDEN PRAIRIE FIREFIGHTER'S RELIEF ASSOC 166 MODIST BREWING COMPANY 163 KRISTEN TWITCHELL 162 WM CORPORATE SERVICES INC 161 STAPLES ADVANTAGE 156 WEX 155 ALLEN'S SERVICE INC 154 VIKING ELECTRIC SUPPLY 152 BIFFS INC 150 FREEWHEEL BIKE 150 NOLEN SELLWOOD 146 OLSEN CHAIN & CABLE 146 CINTAS CORPORATION #470 145 MINNESOTA DEPT OF LABOR AND INDUSTRY 144 TOLL GAS AND WELDING SUPPLY 131 CUB FOODS EDEN PRAIRIE 130 LUCE LINE BREWING CO LLC 123 A TO Z RENTAL CENTER 122 STERICYCLE INC 110 CHC CREATING HEALTHIER COMMUNITIES 110 INSTRUMENTAL RESEARCH INC 109 J H LARSON COMPANY 108 STAPLES ADVANTAGE 108 GRIMCO INC 104 CUSTOM HOSE TECH 103 SARA K MULROONEY 102 INBOUND BREW CO 102 MR CUTTING EDGE 101 ACE SUPPLY COMPANY INC 100 CATALYST BODYWORK LLC 99 SHRED RIGHT 97 COMCAST 89 RIGID HITCH INCORPORATED 87 PAYCHEX 84 BATTERIES PLUS BULBS 82 TARESE GUARNERA 81 EARL F ANDERSON 80 MINNESOTA DEPT OF HEALTH 79 ABM EQUIPMENT LLC 78 HENNEPIN COUNTY WARRANT OFFICE 76 COMCAST 76 BERRY COFFEE COMPANY 68 CAWLEY COMPANY, THE 68 MINNESOTA TROPHIES & GIFTS 65 UPS 65 RICHFIELD PRINTING INC 64 LEONARD, MICHELLE 63 LANO EQUIPMENT INC 60 MPX GROUP, THE 51 RICHFIELD PRINTING INC 50 HENNEPIN COUNTY WARRANT OFFICE 43 SPS COMPANIES 43 HANNAH PHAM 35 JSW EMBROIDERY & TACKLE TWILL 34 COMCAST 33 EDEN PRAIRIE CRIME PREVENTION FUND 33 EDEN PRAIRIE CRIME PREVENTION FUND 32 ZIEGLER INC Amount Vendor Name Account Descripiton Business Unit Comments30 BOYER TRUCKS 25 UPS 24 TOWN LAW CENTER PLLP 17 OFFICE OF MN IT SERVICES 14 BLACK & DECKER, U S INC 14 WEX 11 EDEN PRAIRIE FOUNDATION 11 EDEN PRAIRIE FOUNDATION 10 CULLIGAN BOTTLED WATER 10 DIEDE RYAN 10 CUSTOM HOSE TECH 8 JERRY'S ENTERPRISES INC 8 NCPERS GROUP LIFE INSURANCE 3,624,201 Report Total City Council Agenda Cover Memo Date: September 16, 2025 Section: Report of Public Works Director Item Number: XIII.E.1. Department: Public Works – Robert Ellis ITEM DESCRIPTION Pedestrian Crossing Treatment Guidelines Update REQUESTED ACTION No formal action requested SUMMARY At the September 2, 2025 City Council meeting there was discussion about the City’s Pedestrian Crossing Treatment Guidelines in light of the recent pedestrian hit and run accident at Mitchell Road and Chestnut Drive. Based on current Guidelines, the intersection should be treated with a marked crosswalk and roadside pedestrian crossing warning signs due to the posted speed limit, number of crossing lanes, vehicle volumes, and pedestrian counts. Those features, and an in-road “Stop of Pedestrians in Crossing” sign, are present at this location. There has been community discussion about adding a Rectangular Rapid Flashing Beacon (RRFB) at this location. Under current Guidelines, the intersection would need to have a combination of a posted speed of 40+mph, three lanes of traffic, or traffic volumes in excess of 12,000 vpd for an RRFB. The intersection only has a posted speed limit of 30 mph, two lanes of traffic and 6,700 vpd. The Pedestrian Crossing Treatment Guidelines for RRFB installations could be amended by placing greater emphasis on roads with a higher roadway functional classification, reducing vehicle volume requirements, and/or giving more weight to intersections with a history of pedestrian accidents. To accomplish this, the Engineering Division is proposing to amend Table 1 of the Pedestrian Crossing Treatment Guidelines which would reduce the vehicle volume and speed requirements for an RRFB. It would also be amended to place greater emphasis on intersections that have had pedestrian accidents. The result of this change would mean an estimated 21 intersections might now be eligible for an RRFB installation, with Mitchell Road at Chestnut being one of them. At a cost of approximately $40,000 per intersection that would require up to $840,000 for systemwide implementation. Due to this high cost, it would take several years to implement. ATTACHMENTS None