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HomeMy WebLinkAboutCity Council - 10/04/2011 AGENDA CITY COUNCIL WORKSHOP & OPEN PODIUM TUESDAY, OCTOBER 4, 2011 CITY CENTER 5:00—6:25 PM, HERITAGE ROOMS 6:30—7:00 PM, COUNCIL CHAMBER CITY COUNCIL: Mayor Nancy Tyra-Lukens, Council Members Brad Aho, Sherry Butcher Wickstrom, Kathy Nelson, and Ron Case CITY STAFF: City Manager Rick Getschow, Police Chief Rob Reynolds, Fire Chief George Esbensen, Public Works Director Robert Ellis, Community Development Director Janet Jeremiah, Parks and Recreation Director Jay Lotthammer, Communications Manager Joyce Lorenz, City Attorney Ric Rosow, and Recorder Lorene McWaters Workshop-Heritage Room II(5:30 p.m.) I. LIQUOR LICENSE FO RECREATIONAL FACILITY Open Podium - Council Chamber(6:30 p.m.) II. TOM GOLLOGLY—UTILITY RATES III. ADJOURNMENT AGENDA EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY, OCTOBER 4, 2011 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road CITY COUNCIL: Mayor Nancy Tyra-Lukens, Council Members Brad Aho, Sherry Butcher Wickstrom, Kathy Nelson, and Ron Case CITY STAFF: City Manager Rick Getschow, Public Works Director Robert Ellis, City Planner Michael Franzen, Community Development Director Janet Jeremiah, Parks and Recreation Director Jay Lotthammer, City Attorney Ric Rosow and Council Recorder Heidi Wojahn I. CALL THE MEETING TO ORDER II. PLEDGE OF ALLEGIANCE III. COUNCIL FORUM INVITATION IV. PROCLAMATIONS/PRESENTATIONS A. GRANT FROM USAPA FOR PICKLEBALL EQUIPMENT B. DONATION IN MEMORY OF RUTH DOVER FOR SENIOR CENTER V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, SEPTEMBER 20, 2011 B. CITY COUNCIL MEETING HELD TUESDAY, SEPTEMBER 20, 2011 VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS VIII. CONSENT CALENDAR A. CLERK'S LICENSE LIST B. PRAIRIE RIDGE by Manley Development. Second Reading of the Ordinance for Planned Unit District Review with waivers and Zoning District Change from R1-22 to R1-13.5 on 9.69 acres. Location: 17555 Duck Lake Trail. (Ordinance for PUD District Review and Zoning District Change). C. ADOPT RESOLUTION APPROVING FINAL PLAT OF PRAIRIE RIDGE D. APPROVE PROFESSIONAL SERVICES AGREEMENT WITH AMERICAN ENGINEERING TESTING FOR GEOTECHNICAL SERVICES FOR NORTHERN SECTION OF SHADY OAK ROAD IMPROVEMENTS CITY COUNCIL AGENDA October 4, 2011 Page 2 E. APPROVE CONTRACT WITH NOVOTX FOR GIS-BASED ASSET, MAINTENANCE AND WORKFLOW MANAGEMENT SOFTWARE F. APPROVE CITY'S CAPITAL ASSET POLICY G. APPROVE CONTRACT WITH STATE OF MINNESOTA FOR CARPENTRY SERVICES BY HENNEPIN TECHNICAL COLLEGE STUDENTS FOR CONSTRUCTION OF STORAGE SHED AT SMITH DOUGLAS MORE PROPERTY IX. PUBLIC HEARINGS/MEETINGS X. PAYMENT OF CLAIMS XI. ORDINANCES AND RESOLUTIONS XII. PETITIONS, REQUESTS AND COMMUNICATIONS XIII. APPOINTMENTS XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS B. REPORT OF CITY MANAGER C. REPORT OF THE COMMUNITY DEVELOPMENT DIRECTOR 1. Approve Lease with Jeneka, LLC, for City-owned Property Located at 8022 Den Road 2. Resolution Supporting the Hennepin County Open to Business Program D. REPORT OF PARKS AND RECREATION DIRECTOR 1. Resolution for Hennepin Youth Sports Grant Program Application for Franlo Park Baseball Field Improvements 2. Resolution for Hennepin Youth Sports Grant Program Application for Staring Lake—Cummins Grill Baseball Field Improvements 3. Emerald Ash Borer/Japanese Beetle Update E. REPORT OF PUBLIC WORKS DIRECTOR F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF CITY COUNCIL AGENDA October 4, 2011 Page 3 H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT ANNOTATED AGENDA DATE: September 30, 2011 TO: Mayor and City Council FROM: Rick Getschow, City Manager RE: City Council Meeting for Tuesday, September 20, 2011 TUESDAY, OCTOBER 4, 2011 7:00 PM, COUNCIL CHAMBER I. CALL THE MEETING TO ORDER II. PLEDGE OF ALLEGIANCE III. OPEN PODIUM INVITATION Open Podium is an opportunity for Eden Prairie residents to address the City Council on issues related to Eden Prairie city government before each Council meeting, typically the first and third Tuesday of each month, from 6:30 to 6:55 p.m. in the Council Chamber. If you wish to speak at Open Podium, please contact the City Manager's office at 952.949.8412 by noon of the meeting date with your name,phone number and subject matter. If time permits after scheduled speakers are finished, the Mayor will open the floor to unscheduled speakers. Open Podium is not recorded or televised. If you have questions about Open Podium,please contact the City Manager's Office. IV. PROCLAMATIONS/PRESENTATIONS A. GRANT FROM USAPA FOR PICKLEBALL EQUIPMENT Synopsis: Last fall the existing tennis courts at Pioneer Park were lined according to official pickleball court dimensions, doubling the number of pickleball courts from two to four, based on the increased interest and demand by seniors for this newly offered community sport. On May 17, 2011 the City Council accepted a grant from the USAPA for $250 for the purchase of two of the four new USAPA net systems purchased. The USAPA is now providing the City of Eden Prairie with an additional $250 to cover the remaining cost of the other two nets purchased earlier this year. MOTION: Move to accept the USAPA Grant awarded to the City of Eden Prairie in the amount of $250 to be used toward the purchase of two nets for the outdoor pickleball courts located at Pioneer Park. B. DONATION IN MEMORY OF RUTH DOVER FOR SENIOR CENTER Synopsis: The Senior Center provides a wide variety of social, recreational and educational opportunities for adults and seniors, including special events, educational classes, trips and social activities. Ruth Dover was active participant at the Senior Center over the years as a volunteer and participated in various activities, including party style bridge, trips and special events. Ruth Dover passed away in June and her family wanted to have the memorials go to the Senior Center for any future projects that would enhance the overall quality of the facility. The memorial funds received ANNOTATED AGENDA October 4, 2011 Page 2 from Ruth's family are proposed to purchase a projector and screen for meeting room 203 at the Senior Center. This new audio/visual equipment would be used for meetings, educational classes and rentals. MOTION: Move to accept the donation of $720 in memory of Ruth Dover to be used towards the purchase of new audio/visual equipment at the Eden Prairie Senior Center. V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS MOTION: Move to approve the agenda. VI. MINUTES MOTION: Move to approve the following City Council minutes: A. COUNCIL WORKSHOP HELD TUESDAY, SEPTMBER 20, 2011 B. CITY COUNCIL MEETING HELD TUESDAY, SEPTEMBER 20, 2011 VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS VIII. CONSENT CALENDAR MOTION: Move approval of items A-G on the Consent Calendar. A. CLERK'S LICENSE LIST B. PRAIRIE RIDGE by Manley Development. Second Reading of the Ordinance for Planned Unit District Review with waivers and Zoning District Change from R1-22 to R1-13.5 on 9.69 acres. Location: 17555 Duck Lake Trail. (Ordinance for PUD District Review and Zoning District Change). C. ADOPT RESOLUTION APPROVING FINAL PLAT OF PRAIRIE RIDGE D. APPROVE PROFESSIONAL SERVICES AGREEMENT WITH AMERICAN ENGINEERING TESTING FOR GEOTECHNICAL SERVICES FOR NORTHERN SECTION OF SHADY OAK ROAD IMPROVEMENTS E. APPROVE CONTRACT WITH NOVOTX FOR GIS-BASED ASSET, MAINTENANCE AND WORKFLOW MANAGEMENT SOFTWARE F. APPROVE CITY'S CAPITAL ASSET POLICY G. APPROVE CONTRACT WITH STATE OF MINNESOTA FOR CARPENTRY SERVICES BY HENNEPIN TECHNICAL COLLEGE STUDENTS FOR CONSTRUCTION OF STORAGE SHED AT SMITH DOUGLAS MORE PROPERTY ANNOTATED AGENDA October 4, 2011 Page 3 IX. PUBLIC HEARINGS/MEETINGS X. PAYMENT OF CLAIMS XI. ORDINANCES AND RESOLUTIONS XII. PETITIONS, REQUESTS AND COMMUNICATIONS XIII. APPOINTMENTS XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS B. REPORT OF CITY MANAGER C. REPORT OF THE COMMUNITY DEVELOPMENT DIRECTOR 1. Approve Lease with Jeneka, LLC, for City-owned Property Located at 8022 Den Road Synopsis: The enclosed lease is for a 2,638 square foot consignment retail store the City owned property located at 8022 Den Road, a space formerly leased to Hollywood Video. Encore is currently located at the Lariat Center next to green Mill and has been in business in Eden Prairie for about 20 years. The new store will be located next to Complete Nutrition as shown in the graphic below on page 2. The basic terms of the lease are as follows: Term: 7 years (w/option to renew) Rent: First Term Lease Rent Per Monthly Annual Total Year Sq.Feet Sq.Ft. Rent Rent Rent 1-2 2,638 $23 $5,056 $60,674 $121,348 3-5 2,638 $25 $5,496 $65,950 $197,850 6-7 2,638 $27 $5,936 $71,226 $142,452 Total $461,650 Option Term Option Lease Annual Total Year Sq.Ft Rent/SF Monthly Rent Rent 7-10 2,638 $29 $6,375 $76,502 $229,506 Tenant Improvements: Tenant will finish retail space Tenant Allowance: Landlord provides 54,417.00($21.50/sf) Broker Commissions: $3/square foot or$7,053 Landlord Work: Construct demising walls,remove carpet,&provide electrical service. Common Area Maint.: Tenant pays Property Taxes/Insurance: Tenant Pays ANNOTATED AGENDA October 4, 2011 Page 4 MOTION: Move to approve a new lease between the City of Eden Prairie and Jeneka, LLC, for a consignment retail store called Encore at the City owned commercial property at 8022 Den Road. 2. Resolution Supporting the Hennepin County Open to Business Program Synopsis: Open to Business is a small business technical assistance program provided by the Metropolitan Consortium of Community Developers (MCCD) through a partnership with Hennepin County HRA. The fee for one year of service is $10,000—with Hennepin County providing a matching grant for one half of the total fee or$5,000. The $5,000 cost to the City will be paid through our Economic Development Fund. MCCD is a 45 member association committed to increasing opportunities for small business and entrepreneurs. The range of services provided through the program includes: • Business plan development • Feasibility studies • Cash flow and financing projections • Marketing • Loan request preparation • Advocacy with lending institutions City staff will work with the Eden Prairie Chamber of Commerce to market the program locally. Although we don't know for certain the level of need for this type of program in Eden Prairie - we do know that 800 to 1,000 of our 3,400 businesses are home-based so there could potentially be a good deal of interest for this type of service. Since spring of this year the MCCD has provided 112 hours of technical assistance to Minnetonka businesses and entrepreneurs. MOTION: Move to adopt the resolution supporting the City's participation in the Open to Business program and committing to funding one half of the cost or $5,000. D. REPORT OF PARKS AND RECREATION DIRECTOR 1. Resolution for Hennepin Youth Sports Grant Program Application for Franlo Park Baseball Field Improvements Synopsis: Hennepin County is seeking local government units (LGU) interested in developing facilities for amateur sports or recreation. Legislation authorizing the building of the new Twins stadium allows Hennepin County to grant up to $2 million dollars each grant cycle to Hennepin County communities to assist with developing these facilities. These grants will be made through the Hennepin Youth Sports Program. ANNOTATED AGENDA October 4, 2011 Page 5 City of Eden Prairie staff approached local athletic associations to make them aware of the grant opportunity. The Eden Prairie Baseball Association has responded with interest in pursuing an application to install covered players benches and batting cage at Franlo Park. The association has agreed to provide matching funds and assist City of Eden Prairie staff with the application process. The grant must be submitted by a local government organization and a council resolution authorizing the submission of the grant application is required. City of Eden Prairie staff would complete the application and oversee the construction if the award is successful. The estimated cost of the project is $68,000. No City of Eden Prairie funds are being proposed for this project. All funding would be from the baseball association and grant money from Hennepin County. MOTION: Move to adopt the resolution authorizing staff to submit a grant request to the Hennepin Youth Sports Grant Program for Franlo Park baseball field improvements. 2. Resolution for Hennepin Youth Sports Grant Program Application for Staring Lake—Cummins Grill Baseball Field Improvements Synopsis: Hennepin County is seeking local government units (LGU) interested in developing facilities for amateur sports or recreation. Legislation authorizing the building of the new Twins stadium allows Hennepin County to grant up to $2 million dollars each grant cycle to Hennepin County communities to assist with developing these facilities. These grants will be made through the Hennepin Youth Sports Program. City of Eden Prairie staff approached local athletic associations to make them aware of the grant opportunity. The Eden Prairie Baseball Association has responded with interest in pursuing an application to install covered players benches and batting cage at Staring Lake Park- Cummins Grill Ballfield. The association has agreed to provide matching funds and assist City of Eden Prairie staff with the application process. The grant must be submitted by a local government organization and a council resolution authorizing the submission of the grant application is required. City of Eden Prairie staff would complete the application and oversee the construction if the award is successful. The estimated cost of the project is $68,000. No City of Eden Prairie funds are being proposed for this project. All funding would be from the baseball association and grant money from Hennepin County. MOTION: Move to adopt resolution authorizing staff to submit a grant request to the Hennepin Youth Sports Grant Program for Staring Lake - Cummins Grill baseball field improvements. ANNOTATED AGENDA October 4, 2011 Page 6 3. Emerald Ash Borer/Japanese Beetle Update Synopsis: This an informational item. Please see cover memo for details. E. REPORT OF PUBLIC WORKS DIRECTOR F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT MOTION: Move to adjourn the City Council meeting. CITY COUNCIL AGENDA DATE: SECTION: Presentations October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IV.A. Jay Lotthammer, Director, Grant from United States of America Parks and Recreation Pickleball Association Requested Action Move to: Accept the USAPA Grant awarded to the City of Eden Prairie in the amount of $250 to be used toward the purchase of two nets for the outdoor pickleball courts located at Pioneer Park. Synopsis Last fall the existing tennis courts at Pioneer Park were lined according to official pickleball court dimensions, doubling the number of pickleball courts from two to four,based on the increased interest and demand by seniors for this newly offered community sport. On May 17, 2011 the City Council accepted a grant from the USAPA for$250 for the purchase of two of the four new USAPA net systems purchased. The USAPA is now providing the City of Eden Prairie with an additional $250 to cover the remaining cost of the other two nets purchased earlier this year. Background Last spring, two residents approached staff at the Senior Center to request the use of the neighborhood tennis courts for a senior pickleball program. The Senior Center staff worked with Park Maintenance staff to provide the initial two courts. Two additional courts were lined this spring. These courts providing dual use of the existing outdoor tennis courts for both tennis and pickleball. Over the past year, the interest in pickleball here in Eden Prairie has grown from a couple of guys to a group of over 50 senior men and women who gather together twice a week to play pickleball. In addition, pickleball was offered indoors at the Community Center this past winter. On May 3, 2011 over 50 pickleball players and invited guest attending the ceremonial "first serve" spring kick-off event at the newly expanded pickleball courts, located behind the Senior Center in Pioneer Park. CITY COUNCIL AGENDA DATE: SECTION: Presentations October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IV.B. Jay Lotthammer, Director, Donation towards Audio/Visual Equipment Parks and Recreation at the Senior Center Requested Action Move to: Accept the donation of$720 in memory of Ruth Dover to be used towards the purchase of new audio/visual equipment at the Eden Prairie Senior Center. Synopsis The Senior Center provides a wide variety of social, recreational and educational opportunities for adults and seniors, including special events, educational classes, trips and social activities. Ruth Dover was active participant at the Senior Center over the years as a volunteer and participated in various activities, including party style bridge, trips and special events. Ruth Dover passed away in June and her family wanted to have the memorials go to the Senior Center for any future projects that would enhance the overall quality of the facility. The memorial funds received from Ruth's family are proposed to purchase a projector and screen for meeting room 203 at the Senior Center. This new audio/visual equipment would be used for meetings, educational classes and rentals. ITEM NO.: VI.A. UNAPPROVED MINUTES CITY COUNCIL WORKSHOP & OPEN PODIUM TUESDAY, SEPTEMBER 20, 2011 CITY CENTER 4:30—6:25 PM,HERITAGE ROOM II 6:30—7:00 PM, COUNCIL CHAMBER CITY COUNCIL: Mayor Nancy Tyra-Lukens, Council Members Brad Aho, Sherry Butcher Wickstrom, Kathy Nelson, and Ron Case CITY STAFF: City Manager Rick Getschow, Police Chief Rob Reynolds, Fire Chief George Esbensen, Public Works Director Robert Ellis, Community Development Director Janet Jeremiah, Parks and Recreation Director Jay Lotthammer, Communications Manager Joyce Lorenz, City Attorney Ric Rosow, and Recorder Lorene McWaters PLANNING COMMISSION: Travis Wuttke, Jon Stoltz—Chair, Kevin Schultz, Jerry Pitzrick —Vice Chair, John Kirk,Jacob Lee, Catherine Lechelt, Matthew Fyten, Michael Franzen— Staff Liaison/City Planner GUESTS: Caren Dewar, Gordon Hughes, Cathy Bennett(Urban Land Institute); Dan Cornejo (Cornejo Consulting); Colleen Carey(The Cornerstone Group); Rusty Fifield(Northland Securities); John Breitinger(Northmarq) Workshop-Heritage Room II(4:30 p.m.) Planning Commissioners Jacob Lee and John Kirk were absent. Fire Chief George Esbensen was absent. I. URBAN LAND INSTITUTE—NAVIGATING THE NEW NORMAL Presentation Gordon Hughes and Caren Dewar of the Urban Land Institute presented"Navigating the New Normal," a workshop and discussion about development and redevelopment in our "down" economy. Changing demographics include a rapidly aging population, a larger immigrant population and fewer households with children. Research shows that Gen Y- ers influence as much has half of all spending in the U.S. economy. People under 35 have moved toward rental and multi-family dwellings, while Baby Boomers are seeking more active and interactive lifestyles. Although there is demand for new housing types and mixed use development, it is much harder for developers to get financing for these types of projects than it was a decade ago. In 2000, 9 percent of Eden Prairie's population was people of color; that number rose to 18 percent in 2010. Twenty-seven percent of Eden Prairie residents pay 30 percent or more of their income on housing. Bennett said this may indicate that more affordable options are needed. Currently, 75 percent of residents are living in homes they own and 25 percent rent their homes. Fifty-three percent live in owned single-family-dwellings, 21 percent live in owned multi-family dwellings, 19 percent live in rental apartments, 4 City Council Workshop Minutes September 20, 2011 Page 12 percent in rental multi-family-dwellings, and 3 percent in rental single-family dwellings. Forty-five percent of Eden Prairie's younger residents live in rental apartments, 22 percent in owned multi-family, and 22 percent in owned single-family. Seventeen percent of Eden Prairie residents work in Eden Prairie, 16 percent in Minneapolis, 9 percent in Edina, 9 percent in Bloomington and 9 percent in Minnetonka. In summary, Dewar said changing demographics and housing preferences will impact the supply and demand for new housing choices. Future residents are likely to desire walkability and easy, close access to services. At the same time, difficulty in accessing private capital adds a layer of complexity to development/redevelopment projects. Panel Discussion Colleen Carey, John Breitinger, Rusty Fifield and Dan Cornejo conducted a panel discussion of how these changing realities will affect communities like Eden Prairie. Topics they addressed included how access to transit will drive redevelopment, opportunities or challenges LRT will present for Eden Prairie,how attractive Eden Prairie is to Gen Y-ers, and how project financing has changed. Open Podium - Council Chamber(6:30 p.m.) II. BRINN WITT—REQUEST TO KEEP CHICKENS Witt said she owns two chickens. She has been told by Animal Control that she must get rid of them. She asked for more time to find a home for them. Mayor Tyra-Lukens asked Police Chief Rob Reynolds to work with Witt in resolving this issue. III. ADJOURNMENT ITEM NO.: VI.B. UNAPPROVED MINUTES EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY, SEPTEMBER 20, 2011 7:00 PM, CITY CENTER Council Chamber 8080 Mitchell Road CITY COUNCIL: Mayor Nancy Tyra-Lukens, Council Members Brad Aho, Sherry Butcher Wickstrom, Ron Case, and Kathy Nelson CITY STAFF: City Manager Rick Getschow, Public Works Director Robert Ellis, Community Development Director Janet Jeremiah, Parks and Recreation Director Jay Lotthammer, City Attorney Ric Rosow and Council Recorder Jan Curielli I. ROLL CALL/CALL THE MEETING TO ORDER Mayor Tyra-Lukens called the meeting to order at 7:00 PM. Council Member Case arrived at 7:22 PM. II. COLOR GUARD/PLEDGE OF ALLEGIANCE III. OPEN PODIUM INVITATION IV. PROCLAMATIONS/PRESENTATIONS A. AWARD OF EXCELLENCE FROM THE MINNESOTA RECREATION AND PARKS ASSOCIATION FOR STARING LAKE OBSERVATORY Tyra-Lukens said the Eden Prairie Parks and Recreation Department has been selected to receive an Award of Excellence from the Minnesota Recreation and Parks Association(MRPA). The award is given for 2010 projects. Aimee Peterson, a member of the MRPA who serves on the Awards Committee,presented the Award of Excellence for the Staring Lake Observatory project to Mayor Tyra- Lukens, Stu Fox and Jay Lotthammer. Lotthammer gave a PowerPoint presentation about the Staring Lake Observatory, noting the telescope is one of the largest in the state. He said the challenge was to find a way to house the telescope on the site. Eden Prairie was fortunate to have received donated funds to build the structure required to house the telescope. He thanked Mr. Fox for all his work on this complex project. Tyra-Lukens thanked the MRPA for the award and the Parks & Recreation Commission members for their work. V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS Tyra-Lukens added Item XIV.A.1. Getschow added Item XIV.B.1. He said Item XIV.C.1. should be removed from the agenda. Staff needs to work out some issues with the buyer and will bring it back to the Council in two weeks. CITY COUNCIL MINUTES September 20, 2011 Page 2 MOTION: Butcher Wickstrom moved, seconded by Aho, to approve the agenda as amended. Motion carried 4-0. VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, SEPTEMBER 6, 2011 MOTION: Nelson moved, seconded by Butcher Wickstrom, to approve the minutes of the Council workshop held Tuesday, September 6, 2011 as published. Motion carried 4-0. B. CITY COUNCIL MEETING HELD TUESDAY, SEPTEMBER 6, 2011 MOTION: Aho moved, seconded by Nelson, to approve the minutes of the City Council meeting held Tuesday, September 6, 2011 as published. Motion carried 4-0. VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS VIII. CONSENT CALENDAR A. CLERK'S LICENSE LIST B. GE CAPITAL ECO EXPERIENCE CENTER by GE Capital Corp. Second Reading of Ordinance 12-2011-PUD-7-2011 for Planned Unit District Review with waivers and Zoning District Amendment within the Office Zoning District on 11.19 acres, Site Plan Review on 11.19 acres. Location: 3 Capital Drive. (Ordinance No. 12-2011-PUD-7- 2011 for PUD District Review and Zoning District Amendment; Resolution No. 2011-77 for Site Plan Review) C. ADOPT RESOLUTION NO. 2011-78 APPROVING FINAL PLAT OF GELCO SECOND ADDITION D. ADOPT RESOLUTION NO. 2011-79 DECLARING COSTS TO BE ASSESSED AND ORDERING PREPARATION OF SPECIAL ASSESSMENT ROLL AND SETTING HEARING DATE E. AWARD BIDS FOR SITE GRADING AND PERVIOUS PAVEMENT INSTALLATION AT BIRCH ISLAND WOODS CONSERVATION AREA F. AWARD BID FOR CONSTRUCTION OF RILEY LAKE ROAD - TRAIL EXTENSION PROJECT TO MINNESOTA DIRT WORKS G. ADOPT RESOLUTION NO. 2011-80 AUTHORIZING ISSUANCE AND SALE OF $6,220,000 GENERAL OBLIGATION CROSSOVER REFUNDING BONDS, SERIES 2011 AND CALL FOR A PUBLIC HEARING Tyra-Lukens said, while she was in favor of Item E, some issues regarding possible misuse of the land were brought to our attention. She asked for a report CITY COUNCIL MINUTES September 20, 2011 Page 3 back to the Council in the near future about how we are going to address those issues. MOTION: Butcher Wickstrom moved, seconded by Aho, to approve Items A-G on the Consent Calendar. Motion carried 4-0. IX. PUBLIC HEARINGS/MEETINGS A. UNITED HEALTH GROUP by United Health Group. Request for: Planned Unit Development Concept Review on 71 acres, Planned Unit District Review with waivers and Zoning District Change from Rural to Office on 68 acres, Site Plan Review on 68 acres and Preliminary Plat of 68 acres into 1 lot. Location: Hwy 62 and Shady Oak Rd. (Resolution No. 2011-81 for PUD Concept Review; Ordinance for PUD District Review and Zoning District Change; Resolution No. 2011-82 for Preliminary Plat) Getschow said a group from United Health Group (UHG) is here tonight to give a presentation on their project. He said official notice of this public hearing was published in the August 25, 2011,Eden Prairie News and sent to 123 property owners. Dennis Spalla, Senior Director of Development at the UHG Real Estate Division, addressed the proposal. He said their team of subject matter experts has worked with City staff for long hours. They also met with the Nine Mile Creek Watershed District in order to resolve some of the most sensitive environmental concerns. He thought together we have produced a very constructive design and one that everyone will be proud of. He noted this project has many projects within it and, if it is improved, they will be investing in both public and private projects during all four phases of the project. Bill Blanski, HGA Architects, gave a PowerPoint presentation reviewing the details of the project including the building phases and the internal roads and trails within the project. He said the future LRT has been a very important driver in the project. Councilmember Case arrived at 7:22 PM. Miles Lindberg, UHG, reviewed the proposed wetland mitigation and buffers for the project. He said storm water management on the site is very complicated because of soil conditions, the grade change, and the wetland areas. The roadway improvements are clustered around the entrances to the project. They have a travel demand management plan with goals to reduce peak hour trips through incentives for employees to use transit and car pooling and other options. He reviewed the waivers that are being requested for the PUD. Aho asked about the timing of the building phases. Mr. Spalla said they will be starting the first phase this year, with the first two buildings on the west side of the site to be occupied by late 2013. The next phase will be finished in 2015, and the fourth building near the LRT will be completed in 2016. Aho asked if the parking CITY COUNCIL MINUTES September 20, 2011 Page 4 ramp near the LRT would accommodate parking for people who want to use the LRT but are not employees of UHG. Mr. Spalla replied they did not anticipate public parking on any private road or ramp in the project. Nelson asked if there is ample land for the LRT and a parking lot in this area. Jeremiah said staff believes it is adequate. SRF did three different concepts of how to accommodate the LRT station, and it can be accommodated within the outlot. Nelson said she appreciated that UHG is willing to work with the LRT project. Nelson asked about the other planned improvements. Mr. Lindberg said they are focused around landscape improvements or enhancements that will be available for use by people on the campus especially in the entry and sidewalk areas. Nelson asked if they are looking at any kind of LEED certification for the building plans. Mr. Spalla said UHG believes in sustainable design for their buildings, and they have one building that is LEED gold certified. He said they seek the highest level certification for the buildings and believe they will be able to get a silver LEED certificate for at least one of the buildings. Nelson said we appreciate that because we are encouraging LEED certification for all future building in the City. She also thanked UHG for the conservation easements on the site. Case thought one of the pluses was the amount of on-site mitigation, and asked if there is an opportunity to keep all the mitigation within the City limits. Jeremiah said she did not believe we have any banked credits. Mr. Lindberg said they have looked at two combinations of how to deal with replacement. They were not able to have one-for-one mitigation on the site,but they are at about 60% on site. They have found an adequate supply of off-site credits in Scott County which will be in the Nine Mile Creek Watershed District. Case asked if there are possibilities to continue finding places on site as the building progresses. Mr. Lindberg said it was a challenge to find infiltration areas on the site. Tyra-Lukens asked for clarification of the trails map. Mr. Lindberg said the trail is continuous and leads into the LRT station area. He said at the outset it is being supplied as a promised connection if the LRT station is completed. Tyra-Lukens said she was somewhat confused because of Mr. Spalla's statement that there are trails throughout the property for employees to use. Mr. Lindberg said there are trails around the property that are public trails, and there are a few internal trails from the buildings that connect to the public trails. He said a lot of the internal trail system has been eliminated in order to implement the buffers. Tyra-Lykens asked if they are escrowing funds for the proposed trails. Mr. Spalla said plans are not finalized for that, but they would accommodate that if needed. Tyra-Lukens said she was concerned about preserving public access through the property to the LRT station. Tyra-Lukens asked for more clarification of their tree replacement plan and other landscape improvements. Mr. Lindberg said the overall tree requirement is about 5300 caliper inches, and 4000 caliper inches of new trees will be planted. He said as many as can be fit on site have been included in the plan. There will be other CITY COUNCIL MINUTES September 20, 2011 Page 5 enhancements related to the landscape that will improve the appearance of the project. He said they have included pavers in the entire turnaround area rather than bituminous pavement. Tyra-Lukens said she still felt as though that is not in keeping with the intent of the tree mitigation ordinance. Tyra-Lukens asked how consistent the signage waivers are with those given to other buildings. Jeremiah said, regarding the tree replacement, there are precedents for approving other amenities such as at Windsor Plaza where we accepted fountains and sidewalks in lieu of trees. She said the signage waivers are consistent with some waivers we have issued before, and staff can bring back more information on this to final reading. Tyra-Lukens said there is quite a difference between Windsor Plaza, which is open to the public, and this project, which is more of a private site. She would like to see any landscaping done be oriented to the portion that will be accessible to the public in the LRT area. Jeremiah said the public, including residents and office workers in the area, will likely use the trails and sidewalks. Tyra-Lukens noted the trails won't be built if the LRT isn't built. Jeremiah said there will be new sidewalks and trails with each phase. Tyra-Lukens asked if those trails are on the perimeter of the site. Jeremiah said the internal trails will be built with the various phases. Mr. Spalla said they have very high security around the buildings, so there is no public access planned. Tyra-Lukens asked if the trails will be signed as being for use of the employees only. Mr. Spalla said that is not the way they have done the trails in their Minnetonka campus. Tyra-Lukens noted the minimum parking dimensions were decreased for this and asked if they still have the amount they need. Jeremiah said they are over-parked by our standards. Nelson said there wasn't a detailed view of the signage on the edges of the property. She asked if the signs will be enhanced with plantings. Mr. Spalla said they want to have a welcoming environment done with a sustainable design, especially near the entrance to the property. He noted the plan is not fully developed at this point. Case said the intent of the City's tree replacement requirements was to make sure whatever occurred would be environmentally significant. He was not sure how environmentally significant a trail is when compared to trees. He read in the packet that they plan to try to use a pervious surface for walkways in lieu of trees, and he thought that along with the additional landscaping could compensate for the tree loss. He suggested the Council and staff talk at a later date about how to handle the tree replacement policy for future projects. Jeff Strate, 15021 Summerhill Drive, said this project was one of the reasons the LRT was placed in the Golden Triangle. He said the government last week allocated funding for the initial engineering of the Southwest LRT, and there is strong opposition to it. He asked if UHG is on board for more lobbying for the LRT. Mr. Spalla said he has been involved in the Community Advisory Committee for the LRT for several years, and UHG definitely supports the Southwest LRT. He said LRT is a good thing for everybody along the line but it is also a matter of economics. CITY COUNCIL MINUTES September 20, 2011 Page 6 MOTION: Butcher Wickstrom moved, seconded by Nelson, to close the public hearing; to adopt Resolution No. 2011-81 for Planned Unit Development concept review on 71 acres, subject to Attachment A, B, and C ; to approve 1st Reading of the Ordinance for Planned Unit Development district review with waivers, and Zoning District change from Rural to Office on 68 acres, subject to Attachment A, B, and C; to adopt Resolution No. 2011-82 for Preliminary Plat on 68 acres into 2 lots and 11 outlots subject to Attachment A, B, and C; and to direct staff to prepare a development agreement incorporating staff and Commission recommendations and Council conditions. Motion carried 5-0. B. CERTIFICATE OF APPROPRIATENESS (COA)--SMITH DOUGLAS MORE- DUNN BROTHERS Getschow said official notice of this public hearing was published in the September 8, 2011,Eden Prairie News and sent to 80 property owners. He noted earlier in the year we had a COA for the demolition of the shed. Jeremiah said there are three aspects to the Certificate of Appropriateness (COA): a new shed location, a gazebo which will incorporate the bell and cupola recovered from the old shed, and the parking lot expansion to add 12 more spaces. She said the plans were revised to meet the conditions of the Heritage Preservation Commission(HPC), and a way was found to add additional parking. It was brought back through the HPC to make sure it met their conditions, and they were very satisfied with the revised plan. She said staff will return sometime later with another COA for the outdoor seating area which will have to be relocated because of the additional parking spaces. Jeremiah said the COA does not require the parking lot to be built in a certain time frame, so this can be approved without committing to the funding needed to build the parking lot. She said the shed will be a collaboration of the City providing materials and the Hennepin Technical College providing labor. They are working on fund raising for the gazebo. Ellis said staff has been working to try to squeeze in as many parking spots as possible, and there now will be 42 parking spaces all together. They are ready to begin work tomorrow if it is approved. The plans include installing a rainwater garden which provides the same level of storm water management as the pervious pavement that was previously proposed. Nelson asked if this will allow more turnaround space. Ellis said we have designed it to allow garbage trucks to circulate through. Butcher Wickstrom asked about the two trees that will be removed. Ellis said he was not sure exactly which ones are being removed,but they will be replaced one- for-one. Aho asked about what our lease agreement says in terms of rates if we expand the parking there. Jeremiah said we have had discussions with the current tenant with CITY COUNCIL MINUTES September 20, 2011 Page 7 regard to potential revision of the lease to allow us to split any additional income coming from the additional parking spaces. Case said there is precedent for us doing improvements to property we own and lease out. He thought this seems reasonable and would make the property more viable to anyone who is in there. He asked if there is an item to approve the funding of the parking lot. Jeremiah said we generally have to get involved in putting some money into any of our properties to accommodate changes. She agreed that this isn't just for the existing tenant and would benefit any type of City use of the property. Ellis said he did not believe Council approval of the funding is required because we plan to fund the parking lot with our internal resources. Jeff Strate, 15021 Summerhill Drive, said he attended tonight's workshop with the Urban Institute. There was much talk about more private and public sharing, and he encouraged the Council to revisit shared parking at the funeral home next door. He didn't think we need more parking lots in Eden Prairie. He said without the pervious pavement it was not clear how runoff will be treated from the additional parking. He suggested staff talk with the Nine Mile Creek Watershed District about how phosphorous is created in surface water. Ellis said the existing rainwater garden provides storm water treatment, and a new one will be installed to treat the additional runoff. He said they are working with Nine Mile Creek Watershed District on the phosphorous study now. Butcher Wickstrom said several years ago we did have a conversation about sharing the parking lot next door, and they were amenable to sharing the parking if it was not being used. One issue involved was that the pathway between the two properties was not ADA approved because of the hill. She agreed shared parking is a good idea when it is possible. Case said the current tenant at Dunn Bros. had an agreement with the funeral home, but problems developed and it wasn't possible to continue the relationship. Nelson thought there are many reasons to expand this, especially for the safety of getting cars in and out, and she would like to see it expanded yet this fall. Tyra-Lukens said one of the things we talked about at the workshop tonight was having gathering places and public meeting rooms like this. MOTION: Case moved, seconded by Nelson, to close the public hearing and to adopt the Findings of Fact and approve Certificate of Appropriateness#2011-02- 032 for the Dunn Bros. Coffee Store Site Improvements Plan(new shed, gazebo, and parking expansion). Motion carried 5-0. X. PAYMENT OF CLAIMS MOTION: Case moved, seconded by Butcher Wickstrom, to approve the payment of claims as submitted. Motion was approved on a roll call vote,with Aho,Butcher Wickstrom, Case,Nelson, and Tyra-Lukens voting "aye." CITY COUNCIL MINUTES September 20, 2011 Page 8 XI. ORDINANCES AND RESOLUTIONS XII. PETITIONS, REQUESTS AND COMMUNICATIONS XIII. APPOINTMENTS XIV. REPORTS A. REPORTS OF COUNCIL MEMBERS 1. Invasive Species--Mayor Tyra-Lukens Tyra-Lukens said there have been long articles recently about three invasive species: zebra mussels, flying carp and the emerald ash borer. She asked if staff could prepare a report on what we as a City are doing about those. Lotthammer said staff can prepare more information on this. He noted there are also some issues regarding Japanese beetles. In the grub stage they eat the root system of lawns and athletic fields. He said there are many different approaches to the emerald ash borer issue,but fortunately it isn't here at this time. We do not have a lot of mass stands of monocultures in Eden Prairie, so it would not take out a whole stand of trees. Tyra-Lukens asked if we have started discouraging developers from putting ash trees in their tree replacement plans. Jeremiah said we have always asked people to use a diversity of plant material; however, she did not think we have said ash trees cannot be planted. She said staff could discuss this and bring back more detail. 2. Community Forums--Council Member Case Case said over the last couple of months he has had conversations with various groups who have expressed concern there is a disconnect from government and that people are not being listened to. A few years ago we went out to various locations and held public forums. He suggested we might schedule three or four forums as occasions where we would intentionally invite various groups such as businesses, seniors or members of the immigrant community to a listening session. This could also include futuristic planning for the community as we go down the road. It would be an intentional reach out to the community in order to listen to their concerns and issues. Nelson thought it would probably be a good idea. It would be important to have a time line for the sessions, and we might hold one every four months or so. She thought having one for the business community and one for the seniors would be good as well as one for the immigrant community if we could find a suitable venue. She encouraged scheduling the forums far enough CITY COUNCIL MINUTES September 20, 2011 Page 9 ahead so all the Council Members could attend. Butcher Wickstrom thought it was a great idea in terms of going out to the community. She thought three sessions might be too many, and two might be better. She suggested each forum have a focus and an agenda. Tyra-Lukens said she liked the idea in light of our discussions in the workshop about the three areas of change in our City: development, diversity and aging. Aho said he was in favor of doing this. He thought a format with intent and purpose would be good. B. REPORT OF CITY MANAGER 1. Flying Cloud Airport Advisory Commission (FCAAC) Meeting Getschow said the FCAAC heard some complaints on airport noise at their meeting last week. There has been a spike in complaints about helicopter noise. There may be some issues with the helicopter training and activity being outside the designated area. The Chair of the FCAAC focused on that and brought in some residents who had made multiple complaints about the noise. The FCAAC is going to work with the MAC and the FAA and will focus on that issue at their November meeting. Case said, as a resident who lives near the airport, he agreed this is a big problem and he was glad it will be looked into. C. REPORT OF THE COMMUNITY DEVELOPMENT DIRECTOR 1. Recommendations for Funding Social Services Providers for 2012/2013 Jeremiah said the Human Services Review Committee comprised of staff from Police, Fire, Park&Recreation, Community Services and Community Development made funding recommendations for social service providers for 2012 and 2013. She reviewed the process used by the Committee to make the recommendations, the groups proposed to be funded, and the conditions recommended for some of the providers. The total amount recommended for the two year period is $320,000. Case asked what the funding recommendation for the YMCA is for since the School District took over the AM and PM YMCA programs. Jeremiah said the YMCA child care program was funded through CDBG funds, but this is the youth leadership program so it is a different program. Butcher Wickstrom asked about the funding for Southwest Transit. Jeremiah said that is for what we call the "shopping bus." Because of the increased costs of fuel and the additional labor required for the driver, the CITY COUNCIL MINUTES September 20, 2011 Page 10 costs have gone up. We looked at that very closely and are recommending we fund 10% of that program. We are working with them to possibly raise their fares. MOTION: Nelson moved, seconded by Aho, to approve funding recommendations made by the Human Services Review Committee for social service providers for 2012 and 2013. Motion carried 5-0. D. REPORT OF PARKS AND RECREATION DIRECTOR E. REPORT OF PUBLIC WORKS DIRECTOR F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT MOTION: Nelson moved, seconded by Case, to adjourn the meeting. Motion carried 5- 0. Mayor Tyra-Lukens adjourned the meeting at 8:50 PM. CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.A. Christy Weigel, Clerk's License Application List Police/ Support Unit These licenses have been approved by the department heads responsible for the licensed activity. Amendment to Liquor License 2AM Closing Permit-Renewal Champps Operating Corporation DBA: Champps Americana 8080 Glen Lane - 1 - CITY COUNCIL AGENDA DATE: October 4, 2011 SECTION: Consent Agenda DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.B. Community Development/Planning Prairie Ridge Janet Jeremiah/Scott A. Kipp Requested Action Move to: • Approve 2nd Reading of the Ordinance for Planned Unit Development District Review with waivers, and Zoning District Change from R1-22 to R1-13.5 on 9.69 acres, and • Approve the Development Agreement for Prairie Ridge. Synopsis This is the final approval of the plans and Development Agreement for a 22 single family lot subdivision for Prairie Ridge. Background Information The 120-Day Review Period Expires on October 22, 2011. Attachments 1. Ordinance for PUD District Review and Zoning District Change 2. Summary Ordinance 3. Development Agreement PRAIRIE RIDGE CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA ORDINANCE NO. 13-2011-PUD-8-2011 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 1 AND SECTION 11.99 WHICH,AMONG OTHER THINGS, CONTAIN PENALTY PROVISIONS THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, ORDAINS: Section 1. That the land which is the subject of this Ordinance (hereinafter, the "land") is legally described in Exhibit A attached hereto and made a part hereof. Section 2. That action was duly initiated proposing that the land be removed from the R1-22 Zoning District and be placed in the R1-13.5 Zoning District 13-2011-PUD-8-2011 (hereinafter "PUD-8-2011-R1-13.5") on 9.69 acres. Section 3. The land shall be subject to the terms and conditions of that certain Development Agreement dated as of September 20, 2011 entered into between Manley Development, and the City of Eden Prairie, (hereinafter"Development Agreement"). The Development Agreement contains the terms and conditions of PUD-8-2011-R1-13.5, and are hereby made a part hereof. Section 4. The City Council hereby makes the following findings: A. PUD-8-2011-R1-13.5 is not in conflict with the goals of the Comprehensive Guide Plan of the City. B. PUD-8-2011-R1-13.5 is designed in such a manner to form a desirable and unified environment within its own boundaries. C. The exceptions to the standard requirements of Chapters 11 and 12 of the City Code that are contained in PUD-8-2011-R1-13.5 are justified by the design of the development described therein. D. PUD-8-2011-R1-13.5 is of sufficient size, composition, and arrangement that its construction, marketing, and operation are feasible as a complete unit without dependence upon any subsequent unit. Section 5. The proposal is hereby adopted and the land shall be, and hereby is removed from the R1-22 Zoning District, and placed in the R1-13.5 Zoning District on 9.69 acres, and shall be included hereafter in the Planned Unit Development PUD-8-2011-R1-13.5 and the legal descriptions of land in each district referred to in City Code Section 11.03, subdivision 1, subparagraph B, shall be and are amended accordingly. Section 6. City Code Chapter 1 entitled"General Provisions and Definitions Applicable to the Entire City Code Including Penalty for Violation" and Section 11.99 entitled "Violation a Misdemeanor" are hereby adopted in their entirety by reference, as though repeated verbatim herein. Section 7. This Ordinance shall become effective from and after its passage and publication. FIRST READ at a regular meeting of the City Council of the City of Eden Prairie on the 16th day of August, 2011, and finally read and adopted and ordered published in summary form as attached hereto at a regular meeting of the City Council of said City on the 4th day of October, 2011. ATTEST: Kathleen Porta, City Clerk Nancy Tyra-Lukens, Mayor PUBLISHED in the Eden Prairie News on , 2011. Exhibit A Legal Description PRAIRIE RIDGE The West 417.2 feet of that part of Government Lot 2, Section 5, Township 116, Range 22, lying South of the East-West Road, except the West 16.5 feet thereof, Hennepin County, MN. PRAIRIE RIDGE CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA SUMMARY OF ORDINANCE NO. 13-2011-PUD-8-2011 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 1 AND SECTION 11.99, WHICH,AMONG OTHER THINGS, CONTAIN PENALTY PROVISIONS THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, ORDAINS: Summary: This ordinance allows rezoning of land located at 17555 Duck Lake Trail from the R1-22 Zoning District to the R1-13.5 Zoning District on 9.69 acres. Exhibit A, included with this Ordinance, gives the full legal description of this property. Effective Date: This Ordinance shall take effect upon publication. ATTEST: Kathleen Porta, City Clerk Nancy Tyra-Lukens, Mayor PUBLISHED in the Eden Prairie News on , 2011. (A full copy of the text of this Ordinance is available from City Clerk.) EXHIBIT A - Legal description PRAIRIE RIDGE The West 417.2 feet of that part of Government Lot 2, Section 5, Township 116, Range 22, lying South of the East-West Road, except the West 16.5 feet thereof, Hennepin County, MN. DEVELOPMENT AGREEMENT PRAIRIE RIDGE THIS DEVELOPMENT AGREEMENT("Agreement")is entered into as of September 20, 2011, by Manley Development, LLC, a 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,Planned Unit Development Concept Review on 9.69 acres, Planned Unit Development District Review with waivers on 9.69 acres, Zoning District Change from R1-22 to R1-13.5 Zoning District on 9.69 acres,and Preliminary Plat of 9.69 acres into 22 lots and 1 outlot, legally described on Exhibit A (the "Property"); NOW, THEREFORE, in consideration of the City adopting Resolution No. 2011-69 for Planned Unit Development Concept Review,Ordinance No. 13-2011-PUD-8-2011 for Planned Unit Development District Review and Zoning District Change from R1-22 to R1-13.5 on 9.69 acres,and Resolution No. 2011-70 for Preliminary Plat,Developer agrees to construct, develop and maintain the Property as follows: 1. PLANS: Developer shall develop the Property in conformance with the materials revised and stamp dated August 4,2011,reviewed and approved by the City Council on August 16, 2011, (hereinafter the "Plans") and identified on Exhibit B, subject to such changes and modifications as provided herein. 2. EXHIBIT C: Developer agrees to the terms, covenants, agreements, and conditions set forth in Exhibit C. 3. DEDICATION OF PARK LAND: Prior to release of the final plat for the Property, Developer shall tender a warranty deed for proposed Outlot A,Prairie Ridge for review and written approval by the Director of Parks and Recreation Services. After approval by the City,Developer shall file the warranty deed with the Hennepin County Recorder/Registrar of Title as appropriate immediately after the recording of the final plat and prior to recording of any document affecting the property including but not limited to any mortgage granted by the Developer or owners, their successors and/or assigns. Prior to the issuance of the first building permit for the Property,Developer shall submit to the City Engineer proof that the warranty deed has been recorded in the Hennepin County Recorder's Office/Registrar of Titles' Office. 4. DEVELOPER'S RESPONSIBILITY FOR CODE VIOLATIONS: In the event of a violation of City Code relating to use of the Land construction thereon or failure to fulfill an obligation imposed upon the Developer pursuant to this Agreement,City shall give 24 hour notice of such violation in order to allow a cure of such violation,provided however, City need not issue a building or occupancy permit for construction or occupancy on the Land while such a violation is continuing, unless waived by City. The existence of a violation of City Code or the failure to perform or fulfill an obligation required by this Agreement shall be determined solely and conclusively by the City Manager of the City or a designee. 5. DEVELOPER'S RESPONSIBILITY FOR ITS CONTRACTORS: Developer shall 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 shall not be released from its responsibilities to release, defend and indemnify because of any inspection, review or approval by City. 6. 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 shall 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 shall include all wetland information,including wetland boundaries, wetland buffer strips and wetland buffer monument locations; all Stormwater Facilities,such as water quality ponding areas,stormwater detention areas, and stormwater infiltration systems; and any other items required by the application for and release of a land alteration permit. All design calculations for storm water quality and quantity together with a drainage area map shall be submitted with the final grading and drainage plan. Prior to release of the grading bond, Developer shall certify to the City that the Stormwater Facilities conform to the final grading plan and that the Stormwater Facilities are functioning in accordance with the approved plans. Developer shall employ the design professional who prepared the final grading plan. The design professional shall monitor construction for conformance to the approved final grading plan and Stormwater Pollution Prevention Plan(SWPPP). The design professional shall provide a final report to the City certifying completion of the grading in conformance the approved final grading plan and SWPPP. In addition, the design professional retained by the Developer to perform the monitoring of the Project shall be responsible for all monitoring, data entry and reporting to the PermiTrack ESC web-based erosion and sediment permit tracking program utilized by the City. B. STORMWATER FACILITY CONSTRUCTION: Stormwater Facilities, including detention basins, retention basins, Stormwater Infiltration or Filtration Systems(such as rainwater gardens,vegetated swales,infiltration basins,vegetated filters, filter strips, curbless parking lot islands, parking lot islands with curb-cuts, traffic islands, tree box filters, bioretention systems or infiltration trenches) or Underground Systems(such as media filters,underground sand filters,underground vaults,sedimentation chambers,underground infiltration systems,pre-manufactured pipes, modular structures or hydrodynamic separators) shall be maintained by the Developer and or Owner during construction and for a minimum of two (2) full growing seasons after completion of the development to ensure that soil compaction, erosion, clogging, vegetation loss, channelization of flow or accumulation of sediment are not occurring,and thereafter by the Owner of the Property.A Planting Plan for the Stormwater Facilities (where appropriate) must be submitted prior to release of the first building permit for the Development Developer shall employ the design professional who prepared the final grading plan to monitor construction of the Stormwater Facilities for conformance to the Minnesota Pollution Control Agency publication entitled"State of Minnesota Storm water Manual" dated November 2005, the approved final grading plan and the requirements listed herein. All inspections of underground systems shall be performed by personnel that have approved OSHA confined space training. All Stormwater Infiltration Systems shall be delineated with erosion control fencing prior to construction. All Stormwater Infiltration Systems shall be installed using low-impact earth moving equipment. No equipment, vehicles, supplies or other materials shall be stored or allowed in the areas designated for stormwater infiltration during construction. Pervious surfaces shall 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. All Stormwater Facilities shall be kept free of debris, litter, invasive plants and sediment. Sediment, debris, litter or vegetation removal in Stormwater Infiltration Systems shall be by hand or with a flat-bottomed shovel or rake during dry periods. Only enough sediment shall be removed as needed to restore hydraulic capacity, leaving as much of the vegetation in place as possible. Any damaged turf or vegetation shall be reseeded or replaced. Parking lots and drive lanes that drain to any Stormwater Facilities shall be swept at least weekly during construction and for frequently if necessary to minimize sediment accumulation within the facilities. After the two year period of maintenance,the Owner of the Property shall continue to be responsible for maintenance of the Stormwater Facilities. This shall include regular sweeping of private streets , parking lots or drive aisles; debris and litter removal; removal of noxious and invasive plants; removal of dead and diseased plants;maintenance of approved vegetation;re-mulching of void areas;replanting or reseeding areas where dead or diseased plants were removed; and removal of sediment build-up. Sediment build-up in above-ground Stormwater Infiltration or Filtration Systems shall be removed by hand. Areas above Underground Systems shall be kept free of structures that would limit access to the System for maintenance or replacement. C. STORMWATER POLLUTION PREVENTION PLAN (SWPPP): Prior to issuance of a land alteration permit,Developer shall submit to the City Engineer and obtain City Engineer's written approval of Stormwater Pollution Prevention Plan (SWPPP) for the Property. The SWPPP shall include all boundary erosion control features, temporary stockpile locations, turf restoration procedures, concrete truck washout areas and any other best management practices to be utilized within the Project. Prior to release of the grading bond, Developer shall complete implementation of the approved SWPPP. 7. PUD WAIVERS GRANTED: The city hereby grants the following waivers to City Code requirements within the R1-13.5 Zoning District through the Planned Unit Development District Review for the Property and incorporates said waivers as part of PUD (13-2011- PUD-8-2011): • Cul de sac length from 500 to 972 feet. 8. REMOVAL/SEALING OF EXISTING WELL AND SEPTIC SYSTEMS: Prior to issuance by City of any permit for grading or building on the Property, Developer shall submit to the Chief Building Official and to obtain the Chief Building Official's written approval of plans for demolition and removal of existing septic systems and wells on the Property, and restoration of the Property. Prior to issuance by City of any permit for grading or building on the Property, Developer shall complete the demolition and removal of existing septic systems and wells on the Property and restore the Property. Prior to such demolition or removal, Developer shall provide to the City a deposit in the amount of$1,000 to guarantee that Developer completes implementation of the approved plan. The city shall return to Developer the $1,000 deposit at such time as the Chief Building Official has verified in writing that the Developer has completed implementation of the approved plan. 9. RETAINING WALLS: Prior to issuance by the City of any permit for grading or construction on the Property, Developer shall submit to the Chief Building Official, and obtain the Chief Building Official's written approval of detailed plans for the retaining walls identified on the grading plan in the Plans. These plans shall include details with respect to the height,type of materials,and method of construction to be used for the retaining walls. Developer shall complete implementation of the approved retaining wall plan in accordance with the terms and conditions of Exhibit C, attached hereto, prior to issuance of any occupancy permit for the Property. 10. TRAIL CONSTRUCTION: Prior to issuance by City of any building permit on the Property,Developer shall submit to the Director of Parks and Recreation Services and obtain the Director's written approval of detailed plans for trails to be constructed on the Property. Prior to release of any portion of the final plat,Developer shall convey to the city easements for such sidewalks and trails in such locations as determined by the Director of Parks and Recreation Services. Sidewalks and trails shall be constructed in the following locations: A. An eight-foot wide bituminous trail to be located within Outlot A and extended to the existing trail intersection as depicted in the Plans. After approval by the City, Developer shall file the access easements with the Hennepin County Recorder/Registrar of Title as appropriate immediately after the recording of the final plat and prior to recording of any document affecting the property including but not limited to any mortgage granted by the Developer or owners,their successors and/or assigns. Prior to the issuance of the first building permit for the Property,Developer shall submit to the City Engineer proof that the access easements have been recorded in the Hennepin County Recorder's Office/Registrar of Titles'Office in accordance with the requirements of this paragraph. Developer shall complete implementation of the approved plans in accordance with the terms of Exhibit C prior to issuance of any occupancy permit for the Property. Bonding in accordance with City Code shall be required for sidewalk construction. 11. SPECIAL ASSESSMENT AGREEMENT: Prior to the release of the final plat for the Property,an assessment agreement,in the form and substance as attached in Exhibit D,shall be signed by the owner(s) of the Property with the City for trunk sewer and water assessments on an assessable area of 9.69 acres in the amount of$ 65,175.00. 12. STREET AND UTILITY PLANS: Prior to issuance by the City of any permit for the construction of streets and utilities for the Property, Developer shall submit to the City Engineer,and obtain the City Engineer's written approval of plans for public streets,sanitary sewer, water and storm sewer. Plans for public infrastructures shall be of a plan view and profile on 24 x 36 plan sheets consistent with City standards. Prior to release of the final plat for the Property, Developer shall furnish to the City Engineer and receive the City Engineer's written approval of a surety equal to 125%of the cost of said improvements. A permit fee of five percent of construction value shall be paid to City by Developer. The design engineer shall provide daily inspection, certify completion in conformance to approved plans and specifications and provide record drawings. 13. TREE LOSS-TREE REPLACEMENT: There are 3,211 diameter inches of significant trees on the Property. Tree loss related to development on the Property is calculated at 1,417 diameter inches. Tree replacement required is 901 caliper inches. Prior to the issuance of any grading permit for the Property,Developer shall submit to the City Forester and receive the City Forester's written approval of a tree replacement plan for 901 caliper inches. This approved plan shall include replacement trees of a 3-inch diameter minimum size for a shade tree and a 7-foot minimum height for conifer trees. The approved plan shall also provide that, should actual tree loss exceed that calculated herein,Developer shall provide tree replacement on a caliper inch per caliper inch basis for such excess loss. Prior to issuance of any grading permit for the Property,Developer shall furnish to the City Planner and receive the City Planner's approval of a tree replacement bond equal to 150%of the cost of said improvements as required by City Code. Developer shall complete implementation of the approved tree replacement plan prior to occupancy permit issuance. IN WITNESS WHEREOF,the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. DEVELOPER CITY OF EDEN PRAIRIE By By Its Nancy Tyra-Lukens Its Mayor By By_ Its Rick Getschow Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of ,2011, by Nancy Tyra-Lukens 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 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2011,by , the , of , a Minnesota , on behalf of the . Notary Public THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 EXHIBIT A DEVELOPMENT AGREEMENT—PRAIRIE RIDGE Legal Description before final plat: The West 417.2 feet of that part of Government Lot 2, Section 5, Township 116, Range 22, lying South of the East-West Road, except the West 16.5 feet thereof. Legal Description after final plat: Lots 1-9 Block 1, Outlot A, Lots 1-12, Block 2, Prairie Ridge EXHIBIT B DEVELOPMENT AGREEMENT-PRAIRIE RIDGE Description, dated August 4, 2011,by Sathre Bergquist, Inc Location Map, dated August 4, 2011, by Sathre Bergquist, Inc Alta Survey, dated August 4, 2011, by Sathre Bergquist, Inc Preliminary Plat, dated August 4, 2011,by Sathre Bergquist, Inc Final Platl, dated August 4, 2011,by Sathre Bergquist, Inc Final Plat2, dated August 4, 2011, by Sathre Bergquist, Inc Title Sheet, dated August 4, 2011, by Sathre Bergquist, Inc Final Street Plan, dated August 4, 2011,by Sathre Bergquist, Inc Final Sanitary Sewer and Watermain Plan, dated August 4, 2011, by Sathre Bergquist, Inc Final Watermain and Storm Sewer Plan, dated August 4, 2011, by Sathre Bergquist, Inc Final Storm Sewer Plan 1, dated August 4, 2011, by Sathre Bergquist, Inc Final Storm Sewer Plan 2, dated August 4, 2011, by Sathre Bergquist, Inc Final Grading and Drainage Plan, dated August 4, 2011,by Sathre Bergquist, Inc Final Erosion Control and Removals Plan, dated August 4, 2011, by Sathre Bergquist, Inc Construction Details, dated August 4, 2011, by Sathre Bergquist, Inc Tree Survey 1, dated August 4, 2011,by Sathre Bergquist, Inc Tree Survey 2, dated August 4, 2011,by Sathre Bergquist, Inc Tree Replacement, dated August 4, 2011, by Sathre Bergquist, Inc EXHIBIT C DEVELOPMENT AGREEMENT—PRAIRIE RIDGE I. Prior to release of any building permit, Developer shall submit to the City Engineer for approval two copies of a development 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. II. Developer shall submit detailed construction and storm sewer plans to the Watershed District for review and approval. Developer shall follow all rules and recommendations of said Watershed District. III. Developer shall pay cash park fees as to all of the Property required by City Code in effect as of the date of the issuance of each building permit for construction on the Property. IV. 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,shall not oppose the City's reconsideration and rescission of any Rezoning, 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. V. Provisions of this Agreement shall be binding upon and enforceable against the Property and the Owners, their successors and assigns of the Property. VI. 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. VII. Developer represents that it has marketable fee title to the Property, except: Donald A. Rogers Trust With respect to any interest in all portions of the Property which Developer is required, pursuant to this Agreement, to dedicate or convey to the City (the "Dedicated Property"), Developer represents and warrants as follows now and at the time of dedication or conveyance: A. That Developer has marketable fee title free and clear of all mortgages, liens, and other encumbrances. Prior to final plat approval,Developer shall provide to the City a current title insurance policy insuring such a condition of title. B. That Developer has not used, employed, deposited, stored, disposed of, placed or otherwise allowed to come in or on the Dedicated 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., Sec. 115B.01,et. seq. (such substances, wastes,pollutants, and contaminants hereafter referred to as "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 Property,any Hazardous Substances. D. That no previous owner, operator or possessor of the Property deposited, stored, disposed of, placed or otherwise allowed in or on the Property any hazardous substances. Developer agrees to indemnify, defend and hold harmless City, its successors and assigns, against any and all loss,costs,damage and expense,including reasonable attorneys fees and costs that the City incurs because of the breach of any of the above representations or warranties and/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 Property by Developer, its employees, agents, contractors or representatives. VIII. 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. IX. Prior to release of the final plat,Developer shall pay to City fees for the first three(3)years' street lighting on the public streets adjacent to the Property(including installation costs, if any, as determined by electrical power provider), engineering review, and street signs. X. Developer shall submit detailed water main, fire protection, and emergency vehicle access plans to the Fire Marshal for review and approval. Developer shall follow all the recommendations of the Fire Marshal. XI. Developer acknowledges that the rights of City performance of obligations of Developer contemplated in this agreement are special, unique, and of an extraordinary character, and that, in the event that Developer violates, or fails, or refuses to perform any covenant, condition, or provision made herein, 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 building permits or rescind or revoke any approvals granted by the City. No remedy conferred in this agreement is intended to be exclusive and each shall be cumulative and shall be in addition to every other remedy. The election of anyone or more remedies shall not constitute a waiver of any other remedy. XII. Developer shall,prior to the commencement of any improvements,provide written notice to Comcast of the development contemplated by this Development Agreement. Notice shall be sent to Comcast Cable, 9705 Data Park, Minnetonka, Minnesota 55343. XIII. Prior to building permit issuance,all fees associated with the building permit shall be paid to the Inspections Department,including;Building permit fee,plan check fee, State surcharge, metro system access charge (SAC), City SAC and City water access charge (WAC), and park dedication. Contact Metropolitan Waste Control to determine the number of SAC units. XIV. Prior to building permit issuance, except as otherwise authorized in the approved Plans, existing structures, wells and septic systems (if present) shall be properly abandoned or removed as required by City ordinance and all permits obtained through the Inspections Department. XV. Prior to building permit issuance,provide two copies of an approved survey or site plan(1" = 200 scale) showing proposed building location and all proposed streets, with approved street names, lot arrangements and property lines. XVI. The City shall 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. XVII. No failure of the City to comply with any term, condition, covenant or agreement herein shall 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 shall be levied upon or collected from the general credit, general fund or taxing powers of the City. XVIII. Prior to issuance of the first building permit for the Property, Developer shall permanently demarcate the location of the boundary of the conservation easement on each lot property line or corner with permanent four-foot tall posts. A 2 1/2 by 6 inch sign or decal reading "Scenic/Conservation Easement Boundary,City of Eden Prairie",will be affixed to the top of the post. XIX. Within 10 days of the approval of the Development Agreement,the Developer shall record the Development Agreement at the County Recorder and/or Registrar of Titles. The final plat shall not be released until proof of filing of the Development Agreement is submitted to the City. XX. The City is hereby granted the option, but not the obligation, to complete or cause completion in whole or part of all of the Developer's obligations under this Agreement for which a bond, letter of credit, cash deposit or other security (hereinafter referred to as the "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 shall 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 such contract agreements unless the City shall agree in writing to do so. 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 is allowed to lapse prior to the end of the required term. 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 then 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 Security is drawn down on or a claim is made against the Security, the proceeds shall be used to cure the default(s) and to reimburse the City for all costs and expenses, including attorneys' fee, incurred by the City in enforcing this Agreement. XXI. The Developer hereby grants the City, it's 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. XXII. This Agreement is a contract agreement 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 such person as a third-party beneficiary of the Agreement or of any one or more of the terms hereof,or otherwise give rise to any cause of action for any person not a party hereto. EXHIBIT D DEVELOPMENT AGREEMENT—PRAIRIE RIDGE AGREEMENT REGARDING SPECIAL ASSESSMENTS THIS IS AN AGREEMENT MADE THIS day of ,2011,between the City of Eden Prairie, a municipal corporation, (the "City")and a Minnesota (the "Owner"). A. The Owner holds legal and equitable title to property described as , Hennepin County, Minnesota, which property is the subject of this Agreement and is hereinafter referred to as the "Property". B. The Owner desires to develop the property in such a manner that relies upon the City's trunk utility system,including trunk sanitary sewers,trunk watermains,wells,elevated storage facilities and a water treatment plant(all of which is hereafter referred to as the "Improvement"). C. The parties hereto desire to enter into an Agreement concerning the financing of the construction of the Improvements all of which will inure to the benefit of the Property. AGREEMENTS IT IS HEREBY AGREED as follows: 1. The Owner consents to the levying of assessments against the Property in the amount of $ 65,175.00 for the Improvements. 2. The City's assessment records for the Property will show the assessments as a"pending assessment"until levied. 3. The Owner waives notice of any assessment hearing to be held at which hearing or hearings the assessment is to be considered by the City Council and thereafter approved and levied. 4. The Owner concurs that the benefit to the Property by virtue of the Improvements to be constructed exceeds the amount of the assessment to be levied against the Property. The Owner waives all rights it has by virtue of Minnesota Statute 429.081 or otherwise to challenge the amount or validity of the assessments, or the procedures used by the City in apportioning the assessments and hereby releases the City,its officers,agents and employees from any and all liability related to or arising out of the imposition or levying of the assessments. 5. This Agreement shall be effective immediately. 6. This Agreement may not be terminated or amended except in writing executed by both parties hereto,provided however upon the levying of the special assessments contemplated by Paragraph 1 hereof the City may upon request of the owner of the property affected,without the necessity of further City Council approval,unilaterally prepare and provide to the owner for recording a document releasing any property so levied from this Agreement. 7. This Agreement constitutes a lien on the Property in the amount of$65,175.00 until such time as the assessments referred to above are levied. OWNER CITY OF EDEN PRAIRIE A Minnesota A Minnesota Municipal Corporation By: NOT TO BE SIGNED By: NOT TO BE SIGNED Nancy Tyra-Lukens Its Mayor By: NOT TO BE SIGNED Rick Getschow, Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2011, by Nancy Tyra-Lukens,the Mayor,and Rick Getschow,the City Manager,of the City of Eden Prairie,a Minnesota municipal corporation, on behalf of the corporation. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of ,2011, by the , a Minnesota ,on behalf of the Notary Public THIS INSTRUMENT WAS DRAFTED BY: City of Eden Prairie 8080 Mitchell Road Eden Prairie,MN 55344 OWNERS' SUPPLEMENT TO DEVELOPMENT AGREEMENT BETWEEN MANLEY DEVELOPMENT, LLC,A LIMITED LIABILITY COMPANY AND THE CITY OF EDEN PRAIRIE THIS AGREEMENT, made and entered into as of September 6, 2011, by and between Donald A. Rogers Trust, ("Owner"), and the CITY OF EDEN PRAIRIE ("City"): For, and in consideration of, and to induce City to adopt Resolution No. 2011-69 for Planned Unit Development Concept Review,Ordinance No. for Planned Unit Development District Review and Zoning District Change from R1-22 to R1-13.5, and Resolution No. 2011-70 for Preliminary Plat, as more fully described in that certain Development Agreement entered into as of September 6,2011,by and between Manley Development, LLC, a limited liability company, and City ("Development Agreement") pertaining to that certain Property described on Exhibit A hereto, Owner agrees with City as follows: 1. If Manley Development, LLC, a limited liability company , fails to commence development in accordance with the Development Agreement and fails to obtain an occupancy permit for all of the improvements referred to in the Development Agreement within 24 months of the date of this Owners' Supplement, Owner shall not oppose the City's reconsideration and rescission of Resolution No.2011-69 for Planned Unit Development Concept Review, Ordinance No. for Planned Unit Development District Review and Zoning District Change from R1-22 to R1-13.5, and Resolution No. 2011-70 for Preliminary Plat, identified above, thus restoring the status of the Property before the Development Agreement and all approvals listed above were approved. 2. This Agreement and the Development Agreement shall be binding upon and enforceable against the Property and the Owner, their successors and assigns of the Property. 3. If Owner transfers this Property, Owner shall obtain an agreement from the transferee requiring that such transferee agree to all of the terms, conditions and obligations of"Developer" in the Development Agreement. Neither the Owner or transferee are required to develop the property in accordance with this Agreement, so long as Owner or transferee obtain such approvals as are required by City Code to develop the Property in a manner other than as set forth in this Agreement. IN WITNESS WHEREOF,the parties to this Agreement have caused these presents to be executed as of the day and year aforesaid. OWNERS CITY OF EDEN PRAIRIE By By Its Nancy Tyra- Lukens Its Mayor By By Its Rick Getschow Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2011,by Nancy Tyra-Lukens 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 STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2011, by , the of , a Minnesota , on behalf of the corporation. Notary Public EXHIBIT A OWNERS SUPPLEMENT Legal Description before final plat: The West 417.2 feet of that part of Government Lot 2, Section 5, Township 116, Range 22, lying South of the East-West Road, except the West 16.5 feet thereof. Legal Description after final plat: Lots 1-9 Block 1, Outlot A, Lots 1-12, Block 2, Prairie Ridge CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.C. Randy L. Slick Final Plat Report of Prairie Ridge Public Works/Engineering Requested Action Move to: Adopt the resolution approving the final plat of Prairie Ridge. Synopsis This proposal is for the plat located at 17555 Duck Lake Trail. The plat consists of 6.69 acres to be platted into 22 single family lots, 1 outlot and right of way dedication for street purposes. Background Information The preliminary plat was approved by the City Council on August 16, 2011. Second reading of the Rezoning Ordinance and final approval of the Developer's Agreement will be completed on October 4, 2011. Approval of the final plat is subject to the following conditions: • Receipt of engineering fee in the amount of$1,320.00. • Receipt of street lighting fee in the amount of$2,496.58. • Receipt of street sign fee in the amount of$750.00. • Prior to release of the final plat for the property, Developer shall tender a warranty deed for Outlot A. • Prior to release of the final plat, Developer shall execute the Special Assessment Agreement for trunk utility improvements in the amount of$65,175.00. • The requirements as set forth in the Developer's Agreement. • Provide a list of areas (to the nearest square foot) of all lots, outlots and right-of-ways certified by surveyor. • Prior to release of the final plat, Developer shall record and provide proof of filing the Development Agreement at the County Recorder and/or Registrar of Titles. • Prior to release of the final plat, Developer shall provide to the City a current title insurance policy. • Revision to Plat to include the correct street frontage length on Outlot A. • Satisfaction of bonding requirements for the installation of public improvements. Attachments • Resolution • Drawing of final plat CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA RESOLUTION NO. 2011- A RESOLUTION APPROVING FINAL PLAT OF PRAIRIE RIDGE WHEREAS, the plat of Prairie Ridge 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 Prairie Ridge is approved upon compliance with the recommendation of the Final Plat Report on this plat dated October 4, 2011. 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 October 4, 2011. Nancy Tyra-Lukens,Mayor ATTEST: SEAL Kathleen Porta, City Clerk PRAIRIE RIDGE R.T.DOC.NO. KNOW ALL PERSONS BY THESE PRESENTS:That Manley Development,LLC,aMinnesota limited liability corrpany,fee owner,of the followingdescribd property EDEN PRAIRIE,MINNESOTA situated in the Slate of Minneama,County of Hennepin to wit: This plat of PRAIRIE RIDGE was approved and accepts by the City Council of Wen Prairiq Minnesota at a regular meeting held this day of The West 4I72feet of that pan of Government Lot 2,Section5,Township116,Range 22,lying South of the East-West road,except the West 165 fee thereof 2011.Ifapplicable,the written comments and recommendations oftheCommissioner of Transportation and the Cowry Highway Engine have been received by the City or the prescribed 30 day period has elapsed without receipt of such comments wed recommendations,as provided by Minnesota Statutes,Section 505.03,Subdivision2. Has caused the same to be surveys and planed ar PRAIRIE RIDGE and does hereby donate and dedicate to the public for public use forever the public way and the easements for drainage and utility purposes os shown on this plat. By: Mayor By: Manager W witness whereof said Manley Development,LLC,aMinnesota limited liability company has caused these presents to be signed by in proper officer this day of 2011. TAXPAYER SERVICES DEPARTMENT By:Manley Development LLC,aMinnesota limited liability company Hennepin County,Minnesota I hereby certify that taxes payable in and prior years have been paid for land deseobed on this plat.Dated this day of 2011. President Sam Manley Jill L.Myers°,Hennepin County Auditor By: Deputy STATE OF MINNESOIA COUNTY OF HENNEPEN The foregoing instrument was acknowledged before me this_day of 2011,by its Bann Morley, SURVEY DIVISION of Manley Development,[LC,a Minnesota limitd liability company on behalf ofthe company. Hennepin County,Minnesota Pursuant to Minnesota Statutes Section 383B.565(19.),this plat has been approved this_day of 2011. Notary Public,Hennepin County,Minnesota Notary Printed Name William P.Brown,Hennepin Count'Surveyor My Commission Expires: By: I David B.Pemberton do hereby certify that this plat anal prepared by me or under my direct supe sisiote Ihatl am a duly Licensed Land Surveyor in the State ofMnnewta; Ws)this PIat is a correct rpresenmtion ofthe boundary survey;that all mathematical data and labels are correctly designated on the plat;that all monuments depicted on the plat have been or will be correctly set within one yen;that all water boundaries and wet lauds,as defined by Minnesota Statutes,Section 505 01,Subd.3,as of the date of this REGISTRAR OF TITLES certificate are shown and labeled on this plat;and all public ways me shown and labeled on this plat. Hennepin County,Minnesota Dated this day of 2011. Ihereby certify that the within plat of PRAIRIE RIDGE ores recorded in this office this day of 2011,at_o'clock .M Michael H.Conniff,Registrar of Titles David B.Pembenov,Licensed Land Surveyor Minnesota License No.00341 By: Deputy STATE OF MINNESOIA COUNTY OF HENNEPIN This instrument was acknowledged before me this day of 2011,by David B.Pemberton. Notary Public,Hennepin County,Minnesota Notary Printed Name My Commission Expire: SATHRE-BERGQUIST,INC. i SHEET 1 OF 2 SHEETS _ PRAIRIE RIDGE R.T.DOC.NO. 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I '�TC-L_)I I N I, r-I r-I r1 e Ime L_I \L_ V\7 I I L-L_LJ I I J.,_ 1 uu lam,°°re a°sa .E" I I I I I 5 SATHRE-BERGQUIST,INC. • I a TO SCALE I . . p D�a�.E�aG��.M... �Esre°Im.�am•.a.a�.�El°1�.,.�l�,.me,.;se \ / SHEET 2 OF 2 SHEETS CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: I.C. 11-5799 ITEM NO.: VIII.D. Randy Newton Approve Professional Services Public Works/Engineering Agreement with American Engineering Testing for Geotechnical Services for the northern segment of the Shady Oak Road Improvements Requested Action Move to: Approve Professional Services Agreement with American Engineering Testing, Inc. for Geotechnical Services for the northern segment of the Shady Oak Road Improvements Synopsis This Professional Services Agreement will provide Geotechnical Services for the design of the northern segment of the Shady Oak Road Improvements. Background Information The North Shady Road Improvements include the widening and reconstruction of Shady Oak Road from south of the City West Parkway north intersection to north of the Highway 62 North Ramp intersection. Also included in this segment are improvements to West 62nd Street and City West Parkway adjacent to the UHG site. The geotechnical services work will support the design work that is being completed for the Shady Oak Road Improvements under a separate contract with SRF Consulting Group. Financial Implications The Professional Services Agreement with American Engineering Testing has an estimated cost of$42,000. It is anticipated that UnitedHealth Group (UHG) will be fully responsible for the cost of implementing the northern segment of the Shady Oak Road Improvements and that this requirement will be formalized with the approval of the UHG Developer's Agreement. UHG has provided a $50,000 escrow check as a good faith effort to cover the cost of the work that will be completed in advance of an approved Developer's Agreement for the property. This work also includes the initial design services contract with SRF Consulting Group with was approved at September 6, 2011 City Council meeting. Attachments • Professional Services Agreement Rev. 8-11-2011 Standard Agreement for Professional Services This Agreement is made on the 4th day of October , 20 11 , between the City of Eden Prairie, Minnesota (hereinafter "City"), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and American Engineering Testing , a Minnesota Corporation (hereinafter "Consultant") whose business address is 550 Cleveland Avenue North, St. Paul, MN 55114 Preliminary Statement The City has adopted a policy regarding the selection and hiring of consultants to provide a variety of professional 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 professional services by Consultant for Geotechnical Services for the northern Shady Oak Road Improvements hereinafter referred to as the "Work". The City and Consultant agree as follows: 1. Scope of Work/Proposal. The Consultant agrees to provide the professional services shown in Exhibit "A" ( September 23, 2011 Proposal Letter ) in connection with the Work. The terms of this standard agreement shall take precedence over any provisions of the Consultants proposal and/or general conditions. 2. Term. The term of this Agreement shall be from October 10, 2011 through October 31, 2012 the date of signature by the parties notwithstanding. This Agreement may be extended upon the written mutual consent of the parties for such additional period as they deem appropriate, and upon the terms and conditions as herein stated. 3. Compensation for Services. City agrees to pay the Consultant on an hourly basis plus expenses in a total amount not to exceed $ 42,000 for the services 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 Consultant 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. Special Consultants may be utilized by the Consultant when required by the complex or specialized nature of the Project and when authorized in writing by the City. C. If Consultant 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. 1 Rev. 8-11-2011 Consultant will be entitled to payment for its reasonable additional charges, if any, due to the delay. 4. City Information. The City agrees to provide the Consultant with the complete information concerning the Scope of the Work and to perform the following services: A. Access to the Area. Depending on the nature of the Work, Consultant may from time to time require access to public and private lands or property. As may be necessary, the City shall obtain access to and make all provisions for the Consultant to enter upon public and private lands or property as required for the Consultant to perform such services necessary to complete the Work. B. Consideration of the Consultant's Work. The City shall give thorough consideration to all reports, sketches, estimates, drawings, and other documents presented by the Consultant, and shall inform the Consultant of all decisions required of City within a reasonable time so as not to delay the work of the Consultant. C. Standards. The City shall furnish the Consultant with a copy of any standard or criteria, including but not limited to, design and construction standards that may be required in the preparation of the Work for the Project. D. Owner's Representative. A person shall be appointed to act as the City's representative with respect to the work to be performed under this Agreement. He or she shall have complete authority to transmit instructions, receive information, interpret, and define the City's policy and decisions with respect to the services provided or materials, equipment, elements and systems pertinent to the work covered by this Agreement. 5. Method of Payment. The Consultant shall submit to the City, on a monthly basis, an itemized invoice for professional services performed under this Agreement. Invoices submitted shall be paid in the same manner as other claims made to the City for: A. Progress Payment. For work reimbursed on an hourly basis, the Consultant shall indicate for each employee, his or her name, job title, the number of hours worked, rate of pay for each employee, a computation of amounts due for each employee, and the total amount due for each project task. Consultant 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 Consultant 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. B. Suspended Work. If any work performed by the Consultant is suspended in whole or in part by the City, the Consultant shall be paid for any services performed prior to receipt of written notice from the City of such suspension, all as shown on Exhibit A. C. Payments for Special Consultants. The Consultant shall be reimbursed for the work of special consultants, as described in Section 3B, and for other items when authorized in writing by the City. D. Claims. To receive any payment on this Agreement, the invoice or bill must include the following signed and dated statement: "I declare under penalty of perjury that this account, claim, or demand is just and correct and that no part of it has been paid." 2 Rev. 8-11-2011 6. Project Manager and Staffing. The Consultant has designated Joseph Korzilius to serve on the Project. He shall be assisted by other staff members as necessary to facilitate the completion of the Work in accordance with the terms established herein. Consultant may not remove or replace these designated staff from the Project without the approval of the City. 7. Standard of Care. All Work performed pursuant to this Agreement shall be in accordance with the standard of care in Hennepin County, Minnesota for professional services of the like kind. 8. Audit Disclosure. Any reports, information, data, etc. given to, or prepared or assembled by the Consultant 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. 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 Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Contract. The Consultant shall at all times abide by Minn. Stat. 13.01 et seq., the Minnesota Government Data Practices Act, to the extent the Act is applicable to data and documents in the possession of the Consultant. 9. Termination. This Agreement may be terminated by either party by seven (7) days written notice delivered to the other party at the address written above. Upon termination under this provision, if there is no fault of the Consultant, the Consultant shall be paid for services rendered and reimbursable expenses until the effective date of termination. If however, the City terminates the Agreement because the Consultant has failed to perform in accordance with this Agreement, no further payment shall be made to the Consultant, and the City may retain another consultant to undertake or complete the work identified in Paragraph 1. 10. Subcontractor. The Consultant shall not enter into subcontracts for services provided under this Agreement except as noted in the Scope of Work, without the express written consent of the City. The Consultant shall pay any subcontractor involved in the performance of this Agreement within the ten (10) days of the Consultant's receipt of payment by the City for undisputed services provided by the subcontractor. If the Consultant fails within that time to pay the subcontractor any undisputed amount for which the Consultant has received payment by the City, the Consultant 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 Consultant shall pay the actual interest penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Consultant shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 11. Independent Consultant. At all times and for all purposes herein, the Consultant is an independent contractor and not an employee of the City. No statement herein shall be construed so as to find the Consultant an employee of the City. 12. Non-Discrimination. During the performance of this Agreement, the Consultant 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 Consultant 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 3 Rev. 8-11-2011 employment. The Consultant 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 Consultant 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. 13. Assignment. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. 14. Services Not Provided For. No claim for services furnished by the Consultant not specifically provided for herein shall be honored by the City. 15. 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. 16. Entire Agreement. 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. 17. Compliance with Laws and Regulations. In providing services hereunder, the Consultant shall abide by statutes, ordinances, rules and regulations pertaining to the provisions of services to be provided. The Consultant and City, together with their respective agents and employees, agree to abide by the provisions of the Minnesota Data Practices Act, Minnesota Statutes Section 13, as amended, and Minnesota Rules promulgated pursuant to Chapter 13. 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. 18. 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. 19. Indemnification. Consultant agrees to defend, indemnify and hold the City, its officers, and employees harmless from any liability, claims, damages, costs, judgments, or expenses, including reasonable attorney's fees, to the extent attributable to a negligent or otherwise wrongful act or omission (including without limitation professional errors or omissions) of the Consultant, its agents, employees, or subcontractors in the performance of the services provided by this Agreement and against all losses by reason of the failure of said Consultant fully to perform, in any respect, all obligations under this Agreement. Consultant further agrees to indemnity the City for defense costs incurred in defending any claims, unless the City is determined to be at fault. 20. Insurance. A. General Liability. Prior to starting the Work, Consultant shall procure, maintain and pay for such insurance as will protect against claims for bodily injury or death, or for damage to property, including loss of use, which may arise out of operations by 4 Rev. 8-11-2011 Consultant 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. The policy(ies) shall name the City as an additional insured for the services provided under this Agreement and shall provide that the Consultant's coverage shall be primary and noncontributory in the event of a loss. B. Consultant shall procure and maintain the following minimum insurance coverages and limits of liability on this Project: Worker's Compensation Statutory Limits Employer's Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Comprehensive General Liability $1,500,000 property damage and bodily 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. The Comprehensive General/Commercial General Liability policy(ies) shall be equivalent in coverage to ISO form CG 0001, and shall include the following: a. Premises and Operations coverage with no explosions, collapse, or underground damage exclusion (XCU). b. Products and Completed Operations coverage. Consultant agrees to maintain this coverage for a minimum of two (2) years following completion of its work. Said coverage shall apply to bodily injury and property damage arising out of the products-completed operations hazard. c. Personal injury with Employment Exclusion (if any) deleted. d. Broad Form CG0001 0196 Contractual Liability coverage, or its equivalent. e. Broad Form Property Damage coverage, including completed operations, or its equivalent. f. Additional Insured Endorsement(s), naming the "City of Eden Prairie" as an Additional Insured, on ISO form CG 20 10 07 04 or such other endorsement form as is approved by the City. g. If the Work to be performed is on an attached community, there shall be no 5 Rev. 8-11-2011 exclusion for attached or condominium projects. h. "Stop gap" coverage for work in those states where Workers' Compensation insurance is provided through a state fund if Employer's liability coverage is not available. Severability of Insureds provision. D. Professional Liability Insurance. The Consultant agrees to provide to the City a certificate evidencing that they have in effect, with an insurance company in good standing and authorized to do business in Minnesota, a professional liability insurance policy. Said policy shall insure payment of damage for legal liability arising out of the performance of professional services for the City. Said policy shall provide an aggregate limit of$2,000,000. Said policy shall not name the City as an insured. Consultant's aggregate liability for claims relating to its professional services will not exceed the professional liability limit required under this Agreement E. Consultant shall maintain in effect all insurance coverages required under this Paragraph at Consultant'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. In addition to the requirements stated above, the following applies to the insurance policies required under this Paragraph: a. All policies, except the Professional Liability Insurance policy, shall be written on an "occurrence" form ("claims made" and "modified occurrence" forms are not acceptable); b. All policies, except the Professional Liability Insurance policy, shall be apply on a "per project" basis; c. All policies, except the Professional Liability Insurance and Worker's Compensation Policies, shall contain a waiver of subrogation naming "the City of Eden Prairie"; d. All policies, except the Professional Liability Insurance and Worker's Compensation Policies, shall name "the City of Eden Prairie" as an additional insured; e. All policies, except the Professional Liability Insurance and Worker's Compensation Policies, shall insure the defense and indemnity obligations assumed by Consultant under this Agreement; and f. All polices shall contain a provision that coverages afforded there under shall not be canceled or non-renewed, nor shall coverage limits be reduced by endorsement, without thirty (30) days prior written notice to the City. A copy of the Consultant's Certificate of Insurance which evidences the compliance with this Paragraph 20, must be filed with City prior to the start of Consultant's Work. Upon request a copy of the Consultant'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 Consultant 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 6 Rev. 8-11-2011 insurance, or to advise Consultant of any deficiencies in such documents and receipt thereof shall not relieve Consultant from, nor be deemed a waiver of, City's right to enforce the terms of Consultant's obligations hereunder. City reserves the right to examine any policy provided for under this paragraph. F. Effect of Consultant's Failure to Provide Insurance. If Consultant fails to provide the specified insurance, then Consultant 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 Consultant, its subcontractors, agents, employees or delegates. Consultant agrees that this indemnity shall be construed and applied in favor of indemnification. Consultant 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 Consultant to: a. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or b. Furnish a written acceptance of tender of defense and indemnity from Consultant's insurance company. Consultant will take the action required by the City within fifteen (15) days of receiving notice from the City. 21. Ownership of Documents. All plans, diagrams, analyses, reports and information generated in connection with the performance of the Agreement ("Information") shall become the property of the City, but Consultant may retain copies of such documents as records of the services provided. The City may use the Information for its purposes and the Consultant also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Agreement ("Project") does not relieve any liability on the part of the Consultant, but any use of the Information by the City or the Consultant beyond the scope of the Project 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. 22. Dispute Resolution/Mediation. Each dispute, claim or controversy arising from or related to this Service Agreement or the relationships which result from 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 7 Rev. 8-11-2011 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. 23. Governing Law. This Agreement shall be controlled by the laws of the State of Minnesota. 24. Conflicts. No salaried officer or employee of the City and no member of the Board of the City shall have a financial interest, direct or indirect, in this Contract. The violation of this provision renders the Contract void. Any federal regulations and applicable state statutes shall not be violated. 25. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. Executed as of the day and year first written above. CITY OF EDEN PRAIRIE Mayor City Manager FIRM NAME By: Its: 8 AMERICAN CONSULTANTS ® ENVIRONMENTAL t ENGINEERING INC .\Ili ® GEOTECHNICAL TESTING, . MATERIALS FORENSICS September 23 , 2011 SRF Consulting Group , Inc . One Carlson Parkway North, Suite 150 Minneapolis , MN 55447 Attn : Mr . Matt Hansen , PE RE : Proposal for Geotechnical Services Shady Oak Road from MNTH 62 to City West Parkway Roadway Reconstruction Eden Prairie , MN Dear Mr . Hansen : Per your request , we are submitting this proposal to conduct subsurface exploration and geotechnical engineering services for embankment widening , roadway re - construction and pavement design for the above referenced project . You have provided a preliminary project layout and have indicated proposed construction work will include reconstruction and widening of the Ramps and Loop at the interchange of TH 62 with Shady Oak Road . For these ramps and loop we are estimating subsurface exploration and recommendations for construction of the roadway embankments and pavements will need to be to MnDOT standard . Scope Fieldwork ® Develop a final boring plan based upon a review of proposed construction . A review of available soil survey data as well as a site review to assess existing conditions and past construction will be performed to optimize the subsurface exploration program . ® We have estimated an approximate 92 borings will be required for the project . For soil borings taken on MnDOT right of way we have estimated 40 borings using guidelines established in MnDOT ' s Consultant Specifications for Soils Surveys , Engineering Analysis , Laboratory and Field Soils Tests . Of these we estimate 15 borings will be through existing pavement surface where varying levels of traffic control will be necessary . Soil borings are estimated to range from 5 to 25 feet in depth and a total drilling footage of approximately 880 feet is expected . 550 Cleveland Avenue North I St . Paul , MN 55114 Phone 651 - 659 -9001 I Toll Free 800 -972 -6364 I Fax 651 - 659 - 1379 I www. amengtest . com I AA/ EEO 4liv- 0 This document shall not be reproduced , except in full , without written approval from American Engineering Testing , Inc . 'WI ( J Shady Oak Road City of Eden Prairie , Mn . September 23 , 2011 Page 2 of 3 Laboratory • Visually/manually classify the collected soil samples in accordance with the MnDOT Triangular Textural Soil Classification System . • Conduct moisture content testing and soil index testing , such as gradation tests , to evaluate the subgrade soils . We are estimating up to 8 gradations may be performed for this project . Engineering Analysis / Report • Logs of the test borings , indicating the existing bituminous and aggregate base thickness , thickness of topsoil and other soil strata encountered . Soil classifications and soil boring logs will use MnDOT nomenclature and include N-Value and soil moisture content for non- granular soils . • Provide electronic boring logs . • Identify the location and depth of unsuitable foundation soils where encountered . • Descriptions of drilling , sampling , testing, and classification methods . • Review of soil conditions encountered and provide an estimated R Value for pavement design . • Provide recommendations for subgrade preparation . • From traffic data, Equivalent Single Axle Loads (ESAL ' s) , provide all pavement designs . Our proposed scope of work includes the area defined as ' Area Al ' shown on the attached Figure Al , Shady Oak Road — Proposed Project Area . Prior to commencing subsurface exploration AET will provide SRF and the City of Eden Prairie with an exploration plan that confirms the project limits and the locations of the proposed soil borings . AET will meet with SRF and the City of Eden Prairie to review the proposed exploration plan . The scope of services and number of propose soil borings included within this proposal is intended to accommodate the largest potential project area . This proposal does not include installation of any piezometers or infiltration testing , for proposed ponding areas , that may be requested . The scope of work defined in this proposal is intended for geotechnical purposes only , and not to explore for the presence or extent of environmental contamination at the site . However, we will note obvious contamination encountered . Fees For the scope described , we estimate a fee of $ 41 , 709 . 00 for the defined scope . Our services will be performed on a time- and-materials basis per the attached fee schedule . This estimated fee includes traffic control costs . Shady Oak Road City of Eden Prairie , Mn . September 23 , 2011 Page 3 of 3 If our scope of services needs to be expanded , additional costs may be incurred . We will not proceed with additional work without first receiving your authorization . Schedule Based on our current schedule and weather permitting , we anticipate our field work can begin about two to three weeks after we receive written authorization to proceed . Terms/Conditions Our services will be performed in accordance with the Standard Agreement for Professional Services between AET and the City of Eden Prairie . Remarks If you have questions or need additional information, please do not hesitate to contact me . Sincerely , cosesin Joseph F . Korzilius , PE Principal Engineer, Geotechnical Division Phone #651 - 603 - 6632 Fax # 651 - 659 - 1347 jkorzi1iusamengtest . corn Attachments : Figure Al , Shady Oak Road — Proposed Project Area Estimated Work Hour Summary, Budget Detail Li r5 'AQ, Abbottif) o CU _se - - . p G • • `laie Rd Road - - . . - - - , - , Cs) ' I .< : O r °/d Bren Road Red Circle Dr40 ;L Yellow Circle Dr P� Rd E Da a o cn -, n _ - tql frp - - • 0 . .. - . . . . . . . . . . . ' ,.* 1/4‘‘ th AtirrAtat: - ---------'- - - --11 _ o -1 1; ttIMISOIA — - - 4,- -- 62 ay co,. r �� m �\ - fell ow Circle ® � � cle Dr 11,a :. ,lee . lit N , - ... I— - — — - . * NN s . . \ T L ' N \ I 0 / / „--------- _. -------- ......----7:::;--------.„._ _ ____ _ __s: 7 �• ---- /. both , \10( & NN —7.2i ---'-- -- C / / V7 .... .4 " ,...•-.."..-' 0 / A - ..--- "0 CD •//////t f -a 2 LL. cts 7// �� �� Ct o // a / (-- / 6 /el I'I/�t,o / ` - ' aerte, itva � / ca i , ` / / / CV ca to o 4 �' N - � �( \ ri � o°- 6et- a / a ryHilld 6 c� o - . sc m O cn o ' a. .1 • a n`_ j --r----...„..._ W • • . . . . . / / / / d,./ • i r / cn •,1.-i- • • a • i / o 2 f: 1. N f 4 • Legend - a o - Area Al ` i Q -ter; . kn /0 a �i `' ` - \� Q in ea ' - n / lE I.a- 70 Ochs Way / o ii ® Ishady Oak Road inProposed Project Areailkl Figure Al Consulting Group, Inc. City of Eden Prairie P11552 1092211 Budget Details Project t l- 00 ## t/ Shady Oak Road Hourly Brealc (lown : Unit Rate Total Principal Engineer 50 hours ` 156 . 00 S7, 800. 00 Senior Engineer 35 hours $ 117 . 00 S4, 095. 00 EIT 10 hours $ 102 . 00 $' 1 , 020. 00 Lab Tech III 18 hours $ 85 . 00 $ 1 , 530. 00 I ) i ' i I l / I , ab Technician 176 hours $ 80 . 00 $ 14, 080. 00 Word Processing Specialist 7 hours $ 55 . 00 '385. 00 Total : $ 28 , 910 . 00 y<; cltiipiuent Rental / Pvlileage : 'Unit Rate Total Personal Auto/Truck Mileage 150 miles $ 0 . `} ( ) ; 75. 00 Auxiliary Drill Truck Mileage 800 miles $ 0 . 85 S680. 00 1 . 5 -- 2 . 5 Ton Truck Drill Rig Mileage 450 miles $ 1 . 20 S540. 00 Tractor/ Lowboy Trailer Mileage 80 mi les $ 1 . 60 $ 128. 00 Auxiliary Drill Truck Rental 96 hours $ 15 . 00 S1 , 440. 00 i . 5 - 2 . 5 Ton Truck Drill Rig Rental 72 hours $ 70 . 0 () $'5, 040. 00 Alt -Terrain Drill Rig Rental 8 hours $ 100 . 00 S800. 00 Total : $ 8 , 703 . 00 Lai) ' test Rates Unit Rate Total Organic Content ^ test $ 72 . 00 $ 0. 00 Sieve Analysis 8 tests $ 50 . 00 S400. 00 Unconfined Compression 4 tests $ 74 . 00 :'296. 00 Dry Density tests $ 50 . 00 $0. 00 Atterberg I , imiis tests $ 100 . 00 $0. 00 Consolidation tests $225 , 00 ; S0. 00 Water Content 100 tests Incidental Incidental Total : S696 . 00 Expenses Unit Rate Total Fl a g lie rs 32, 500, 00 Warning Sign Rental Costs 1 Lump Su $ 900 . 00 $ 900. 00 Total : $3 , 400 . 00 Overall Total : $ 41 , 709. 00 Page 1 of 1 CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.E. Contract for Software for Management of Assets, Rick Wahlen Workflow, and Maintenance Activities within Public Works/Utilities Utilities Division Requested Action: Move to: Approve contract with Novotx for the purchase, installation and implementation of a new GIS based Asset Management, Computerized Maintenance Management, and Workflow Management software package from Novotx, L.L.C. in the amount of$81,600. Synopsis: Eden Prairie Utilities performed an initial product review of software products designed to assist municipal governments manage a host of business and work activities. After narrowing the product review to four capable vendors, a web-based demonstration of the competing products resulted in the selection of two vendors to perform an on-site demonstration using Eden Prairie's utility workflow processes. After several months of evaluation, the product which best meets the needs of our utility operations and has an excellent capacity to serve other activities within the city's operational areas is Elements by Novotx. This product is also the least-cost alternative. Background Information: Utilities Division has performed dozens of system automation improvements and now has the capability of integrating ongoing digital system data into a software management tool that streamlines any number of operations management processes. This search for a web-based management tool has led us to a product that integrates our city-wide GIS utility map with real- time asset data and maintenance records to provide us with a first-class customer service platform, a digital maintenance management system, and work-order management tool, integrating all of the above with our customer account and billing data. Elements software by Novotx also has the capacity to serve streets, fleets, parks, inspections, engineering, and some of the non-operational areas at the same product cost. Attached is a technical review of the evaluation process, including the recommendation from our software purchasing consultant. Funds for this purchase were set-aside in the utility 2011-2012 CIP. Staff recommends approval of the purchase of Elements software from Novotx, L.L.C. Attachments: Software Recommendation Memo Proposed Pricing Model ( çroDc * Environmental Inc. Enmmore FWyer•n Comwxq August 8, 2011 Rick Wahlen City of Eden Prairie—Water Utility 14100 Technology Drive Eden Prairie, MN 55344-2230 Subject: Computerized Maintenance Management System (CMMS) Software and Implementation Services Recommendation Dear Rick: St. Croix Environmental, Inc. (SCE) recommends engaging NovoTx, and purchase of their Elements software, to provide a CMMS solution and implementation services for the City of Eden Prairie Utilities Divison. This recommendation is based on our review of the software functionality and associated cost, as well as follow-up interviews and meetings with the shortlisted vendors, and comments from the City's review and selection committee. That committee included representatives from Streets and Utilities, the Water Plant, and from the City's engineering, GIS, and IT departments. • NovoTx Elements software meets or exceeds the City's minimum requirements as outlined in the Request for Proposal (RFP); • NovoTx offers the lowest cost alternative from all four proposals reviewed; • NovoTx offers the shortest implementation schedule; • NovoTx has the lowest cost for annual maintenance agreement, which for all vendors is based on 20% of the initial software cost. • NovoTx included the first year of maintenance in their base cost. Other firms indicated the first year maintenance agreement would be due at the time of software purchase. • The selection committee indicated that NovoTx represents a good choice in terms of partnering with the City, and cost-effective adaptation of the software to other departments; The initial cost of software and implementation services, based on the proposals reviewed, is as follows: NovoTx $ 81,600.00 eRPortal $118,095.00 Lucity $143,965.00 CityWorks $206,420.00 Note that as you budget for this project, the City will also bear implementation costs to support transferring of existing paper format information into the software, as well as time working with the NovoTx implementation team to set up standardized forms and reporting. Upon your concurrence and approval by the City, we recommend contracting with NovoTx at the earliest opportunity, and scheduling the implementation and roll-out of the software. Please let me know if you have any questions, or require additional supporting information. Sincerely, St. Croix Environmental, Inc. Kevin Miller, PG Principal Consultant 1094 Golden Oaks Drive • Hudson, Wisconsin 54016 • Phone (715) 381-5701 •Fax: (715) 381-5702 Proposed Pricing Model To reduce licensing costs and increase flexibility for the City of Eden Prairie, Novotx is offering a Limited Site License which includes unlimited access to all features in Elements XS including direct integration with ESRI's ArcGIS Server v10 for up to 50 named users. Item Qty Rate Total Software Elements XS Limited Site License(50 Named Users) 1 $50,000 $50,000 Total Software $50,000 Implementation Project Management 8 $800 $6,400 Business Requirements and Gap Work 2 $1,200 $2,400 Application Installation, Configuration, &Data Imports/Conversion 3 $1,200 $3,600 GIS Configuration and Consulting 1 $1,200 $1,200 Application Configuration Training 3 $1,200 $3,600 Reports Management and Generation Training 1 $1,200 $1,200 Application Workflow Process Training 2 $1,200 $2,400 Certified Product Testing and Database Admin Training 2 $1,200 $2,400 Parallel Support 3 $1,200 $3,600 Go Live Support 2 $1,200 $2,400 Post Go Live Support 2 $1,200 $2,400 Total Implementation $31,600 Annual Maintenance Elements XS Annual Maintenance(20% of Licensed Software Value) 1 $10,000 N/A Project Total $81,600 Annual Maintenance Annual Maintenance fees include all application updates as well as unlimited technical support via telephone and remote access. Annual Maintenance fees begin 12 months after the software has been installed. Travel Expenses Travel expenses are not included in the pricing above. All travel expenses are billed actual as they occur. Travel expenses for this project are estimated to range from$5,000 - $10,000 depending on how much onsite time the City of Eden Prairie requests. Proprietary and Confidential 0 2011 Novotx, L.L.C. 31 CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO: VIII.F. Office of City Manager Adopt City's Capital Asset Policy Sue Kotchevar, Finance Manager Requested Action Move to: Approve the City's Capital Asset Policy. Synopsis The City's Capital Asset policy was last updated in 2007. In order to keep up with current accounting standards, the updated policy adds a description on Easement assets and a useful life for Intangible assets. Attachment Policy CITY OF EDEN PRAIRIE, MINNESOTA Capital Assets Policy and Procedures The City of Eden Prairie has the responsibility of establishing and maintaining a capital asset system that will provide management with accurate data for the physical and dollar value control of assets for both financial and insurance purposes.The City also has the responsibility of valuing the cost of capital assets in conformance with Generally Accepted Accounting Principles (GAAP). I. Policy Except for the items listed below, the City of Eden Prairie will recognize all items with a per unit value of$10,000 or more and a useful life of over one year as a capital asset. Certain items valued under$10,000 will be recorded as inventory only assets. These inventory items will be maintained in the same manner as capital assets. The difference between inventory only assets and capital assets is that inventory only assets will not be reported in the financial report. Easements with a value of$100,000 or more and a useful life of over one year will be recognized as a capital asset. They will be considered intangible assets. The City's intangible assets are included in the Land category and are not amortized. If there are easement costs associated with a construction process and the easement costs are less than $100,000, the easement costs will be included in the construction asset as a whole. Easements picked up during the construction process will be included with and amortized as part of the asset as a whole. Computers and software do not meet the criteria of a capital asset and therefore the City will not recognize as a capital asset. The City of Eden Prairie uses the straight line method of depreciation. The City has elected to use the modified approach for its infrastructure assets and therefore does not depreciate these assets. If the asset was purchased before the 15th, a full month of depreciation will be taken; otherwise the asset will not be depreciated until the following month. II. Objectives The intent of this policy is to: 1. Define and develop a capital asset system that is easily understood and maintained. 2. Assign responsibility for the custody of specific capital assets to Directors and/or other individuals. 3. Define assets to be included in the capital asset system. 4. Define valuations of capital assets in a manner that complies with GAAP. 5. Define procedures for recording additions, deletions and transfers of capital assets in the capital assets system. 6. Define assets to be counted on a periodic basis. 7. Develop procedures that will aid in the valuation and recording of capital assets for insurance purposes. 8. Assist in the budget preparation, analysis and approval. III. Definition A capital asset is described as follows: 1. Has significant value (over $10,000) 2. Has an expected useful life of more than one year 3. Usually tangible in nature IV. Valuation When establishing the value of the capital asset, one of the following valuations must be used: Actual Cost: The purchase price plus any additional charges incurred to place the asset in a position or location ready to serve the City. Additional charges consist of freight charges, site preparation costs, insurance on equipment while in transit, installation costs, legal fees and professional fees. Estimated Cost: If actual costs are not available, the City should use estimated costs in valuing the capital asset. This should only pertain to an asset purchased in prior years that was not given a value for the capital asset system. Estimated Fair Value Cost: (Used for donated assets) The estimated amount at which a willing buyer would pay a willing seller,with both parties having knowledge of all relevant facts pertaining to the asset. An existing capital asset may incur additional costs during its useful life. The costs to be added to the value of the capital asset are: Additions: Costs that can be associated with an existing asset and will provide future benefits(i.e.building addition).These additions are considered a capital asset and should be added to the value of the asset. Betterments: Costs that improve or extend the life and/or potential of an existing asset(i.e. automobile engine replacement).These betterments are considered a capital asset and should be added to the value of the asset. Additional costs may be incurred to certain capital assets that should not be included in the value of the asset, such as: Repairs and Maintenance:Repairs and maintenance are considered ordinary maintenance and do not increase the value and/or life of the asset. These repairs and maintenance are considered an expenditure and are not added to the value of the asset. V. Procedures Assigning Contact Person: It is the Director responsibility to assign at least one contact person to be in charge of their capital assets. This will be the person the Finance department will contact when any capital asset questions or procedures arise. Conducting Year-End Inventory: Based on the schedule attached, the Contact Person for each Department will be responsible for conducting a physical inventory at year-end. A listing of capital assets will be given to the Contact Person. It will be their responsibility to check the accuracy of this listing by verifying the capital asset listing to the actual assets in their department. Any discrepancies or actual assets not recorded should be noted on the capital asset listing. Once the inventory is completed, the forms should be submitted back to Finance. Schedule for Conducting Physical Inventory 1st Year • Autos • Machinery &Equipment • Other Assets 2nd Year • Land • Land Improvements • Improvement Contracts (Infrastructure) • Leasehold Improvements • Building Useful Lives Buildings 5-50 years Land improvements 10-30 years Leasehold improvements 10-25 years Equipment 5-20 years Autos 5-20 years Other assets 5-30 years Distribution system 50-60 years Intangibles 3 years CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.G. Community Development: Hennepin Technical College Contract— Janet Jeremiah/David Lindahl Storage Shed—Smith Douglas More Property Requested Council Action: Move to approve contract between the City of Eden Prairie and the State of Minnesota for carpentry services provided by Hennepin Technical College students for the construction of a storage shed at the Smith Douglas More property located at 8107 Eden Prairie Road. Synopsis: Carpentry students from Hennepin Technical College in Eden Prairie will be constructing a new storage shed at the Smith Douglas property starting October 10, 2011. The project is part of the School's fall curriculum and will be provided at no cost to the City. All the materials for the project will be provided by the City through the facilities division. The old storage shed was in bad disrepair and razed in August of this year but the cupola was saved and will be restored and attached to the roof of a gazebo which is expected to be built on the property sometime next spring. Background: The Smith Douglas More property was purchased by the City in 1981 for the purpose of preserving it as a historical structure. A major renovation of the property was completed by the City in 2002 to accommodate a Dunn Bros Coffee which has been leasing property ever since. Attachment: Contract Form B-5 RESIDENTIAL CONSTRUCTION CONTRACT THIS RESIDENTIAL CONSTRUCTION CONTRACT ("Contract") is made as of this 4th day of October, 2011, by and between City of Eden Prairie Minnesota and the STATE OF MINNESOTA, by and through the Board of Trustees of the Minnesota State Colleges and Universities, on behalf of Hennepin Technical College ("College"). RECITALS A. Owner owns fee title to land located in Hennepin County, Minnesota, which as a street address of 8107 Eden Prairie RD, Eden Prairie, MN, and which is legally described on Exhibit A attached hereto (the "Site"). B. For the purpose of instructional construction by technical colleges, the college has been authorized to construct the improvements contained in Exhibit B. Minn. Stat. §136F.36. C. College offers a carpentry program course, which is designed to give its students practical experience in constructing residential dwellings and related improvements. D. Owner desires to have College's carpentry program students provide carpentry services in connection with the construction of a storage building and related improvements on the Site, as specifically set forth in this Contract. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, the agreements set forth in this Contract and other good and valuable consideration, and pursuant to the authority granted in Minnesota Statutes section 136F.36, subdivision 1 (2008), Owner and College agree as follows: 1. WORK TO BE PERFORMED BY COLLEGE'S STUDENTS; SUPERVISION OF STUDENTS. Subject to the provisions of this Contract, students enrolled in College's carpentry program(s) (the "Students"), under the supervision of College's instructor(s)(whether one or more, the "Instructors"), shall provide usual and customary labor and equipment to accomplish the carpentry work(the "Work") needed to complete the building as shown on, in reasonable accordance with the final plans and specifications attached hereto as Exhibit B (the "Plans"), which are incorporated into this Contract, as modified by any Change Orders (defined in Section 2 of this Contract, and shown in Exhibit C)requested by Owner and approved by College and the municipal or county building inspector, as applicable. College anticipates that the Work will commence on October 11, 2011 (the "Commencement Date"), or as soon thereafter as College deems feasible. Owner acknowledges that the Work is to be performed by the Students,under the supervision of the Instructors, as part of any educational process, and while the goal is to deliver Work of a degree and quality similar to what professionals provide within the community, College shall not be held to any greater standard, 1 Form B-5 duty or quality of workmanship than what can reasonably be expected under such circumstances. The Instructors shall supervise the Work. Owner agrees that only the Instructors or other employees, representatives or agents of College shall have the right to give instructions and directions to the Students. Owner shall contact the Instructors regarding any complaints, inquiries or suggestions relating to the Work. If Owner interferes with or attempts to instruct or direct any Student, and if such activity continues after College delivers written notice to Owner, then in addition to any other right or remedy College may have, College shall have the right at any time thereafter to terminate this Contract by giving written notice of such termination to Owner, and upon such termination, Owner shall pay College the Service Charge (as defined in Section 8 of this Contract), and thereafter, the parties hereto shall have no further obligations under this Contract. If College breaches any of its obligations set forth in this Contract, then in addition to any other right or remedy that Owner may have, Owner shall have the right to terminate this Contract if College fails to cure such breach within ten (10) days after Owner delivers written notice of such breach to College, and upon any such termination, Owner shall have no further obligations under this Contract 2. CHANGE ORDERS. If Owner desires any major structural changes or modifications to the Plans, which would result in the substantial delay or completion of the project, Owner shall submit to College a written change order, using the form as contained in attached Exhibit C,which shall describe in detail the proposed changes or modifications and such other information relating thereto as College may require (the "Change Order(s)"). Each Change Order submitted to College shall be accompanied by a cashier's check payable to College in the amount of$100 (the "Change Order Fee"). Any such Change Order shall include the change in Work cost or change in the date of Substantial Completion as further provided herein. All Change Orders shall be subject to the approval of College and the municipal or county building inspector, as applicable. If any such Change Order is so approved, then the Change Order Fee shall be retained by College and applied to the Service Charge (as defined in Section 8 of this Contract). If the approval for any such Change Order is denied, then the Change Order Fee shall be promptly returned to Owner. No work on the change order shall commence until approved in writing by the College. For purposes of this agreement, a minor change or modification shall also require a written change order using Exhibit C. Such minor changes or modification shall not be charged a Change Order Fee. 3. OWNER'S OBLIGATIONS AND RESPONSIBILITIES. Owner shall act as general contractor in connection with the construction of the improvements shown on the Plans (the "Improvements"), and in addition to other obligations and 2 Form B-5 responsibilities of Owner set forth in this Contract, Owner shall be obligated and responsible for each of the following matters: (a) Subcontractors. Owner shall contract or subcontract for all labor and services necessary to complete the Improvements, other than the Work, including, without limitation, all demolition of existing improvements and site preparation, landscaping, electrical, and plumbing work. The providers of all such labor and services (collectively, the "Subcontractors") shall be duly qualified and licensed, as required by law. Owner shall provide College with a true, correct and complete list of the Subcontractors as they become known throughout the construction process, with an initial list being provided no later than ten(10) days before the Commencement Date. Owner shall cause each Subcontractor to perform its work to the Improvements in compliance with all laws and in a good and workman-like manner. Owner shall coordinate with College regarding the order and priority of construction of the Improvements, and shall cause all of the Subcontractors to cooperate with College, so that the construction of the Improvements, including,without limitation, the Work, shall be completed in an orderly manner and in accordance with such schedule as College may require to complete the Work on or before the Completion Date (as defined in Section 7 of this Contract.) (b) Vendor Accounts. Owner shall open accounts in Owner's name with such material suppliers as College, in consultation with the Owner, may deem necessary or desirable. Upon request from the Instructors, the Owners shall promptly order and cause to have delivered all such materials necessary to complete the Work. No materials obtained in connection with the Improvements, including, without limitation, the Work, shall be charged to the College. (c) Utilities, Other Services and Access. Owner shall provide at the Site in coordination with the commencement of Work, all utilities and other services that College deems necessary or desirable to perform the Work and all other work needed to complete the Improvements, including, without limitation, electricity, lighting, water, trash removal, and heating. College shall provide its own portable toilets, hoisting, and scaffolding. Owner shall also provide, on or before the Commencement Date, a roadway reasonably acceptable to College from an existing public road to that portion of the Site on which the Improvements will be located. (d) Permits, Approvals and Licenses. Owner shall obtain, no later than ten(10) days before the Commencement Date, all permits, approvals and licenses necessary to construct the Improvements. (e) Soil Report. Intentionally omitted. (f) Site Preparation. On or before the Commencement Date, Owner shall have removed the existing improvements, remediated as necessary any environmental contamination, and prepared the site for construction. Owner shall stake the Site and the area where the Improvement will be constructed, and shall grade, set and 3 Form B-5 otherwise have such area ready for construction. Prior to such Site preparation, Owner shall obtain a survey and/or such other information needed to assure that the Improvements, when constructed,will not encroach on any adjoining land or right-of-way, nor violate any applicable set back requirements. Owner assumes full responsibility for any resulting encroachment or set back violation. (g) Compliance of the Plans and Change Orders with Laws. Owner assumes full responsibility for the compliance of the Plans and any Change Orders with all applicable laws, and with sound building and engineering practices. No approval of the Plans or any Change Order by College or the Instructors, Students or any other representative, employee, agent or student of College shall make College responsible for the adequacy, form or content of the Plans or any Change Order. If Owner breaches any of its obligations set forth above, then in addition to any other right or remedy that College may have, College shall have the right to terminate this Contract if Owner fails to cure such breach within ten (10) days after College delivers written notice of such breach to Owner, and upon any such termination, College shall have no further obligations under this Contract except to the extent that College may recover the actual costs incurred for any materials purchased by College up to the date of termination and delivered to Owner. 4. OWNER'S REPRESENTATIONS AND WARRANTIES. To induce College to enter into this Contract, Owner represents and warrants as follows: (a) Authority. Owner has the power and authority to enter into and perform this Contract. This Contract and the obligations of Owner herein are valid and binding obligations of Owner, and are enforceable in accordance with the terms herein. (b) Title to Site. Owner owns fee title to the Site, free and clear of all liens, encumbrances, easements and other matters affecting title, except as expressly set forth in Exhibit D attached hereto and made a part hereof. (c) Financial Ability. Owner either has funds in Owner's possession sufficient to pay for the total cost of materials and services to construct the Improvements, or has received a binding commitment from a lender for such funds to pay for such cost as and when due. Owner shall promptly provide College such information as College may request to verify the validity of any or all of the foregoing representations. 5. INSURANCE; WAIVER OF CLAIMS; INDEMNIFICATION. It shall be the duty of each party to maintain insurance or self-insurance on their own property, both real and personal. At all times during the term of this Contract, Owner shall obtain and keep in effect insurance policies for the following coverage relating to the Site and the Improvements. 4 Form B-5 (a) insurance against loss or damage by fire, lightning, vandalism, malicious mischief and other perils covered by a policy of"builder's risk"property insurance, in an amount not less than the full replacement value of the Improvements; and (b) commercial general liability insurance against claims for bodily injury, death and property damage occurring at the Site, which shall provide coverage in the amount of at least$1,000,000 with respect to any occurrence. Owner shall promptly provide College with a true, correct and complete copy of such policies, certificates of insurance for such policies or other evidence of insurance required by this section in a form acceptable to College prior to the commencement of Work. The "builder's all risk" policy required by this section shall provide that any losses shall be payable notwithstanding (1) any act or neglect by Owner or Owner's agents, representatives, contractors or subcontractors, including, without limitation, College and the Students, the Instructors, and any other representative, employee, agent or student of College, (2) any waiver of subrogation rights by the insured, and(3) any change in title to or ownership of the Site. Owner hereby releases College and the Students, the Instructors, and any other representative, employee, agent or student of College from any and all liability and responsibility (to Owner or anyone claiming through or under Owner by way of subrogation or otherwise) for any loss or damage covered by property insurance or covered by a customary"builder's all risk"policy required by this section. Each party will be responsible for its own acts and the results thereof to the extent authorized by law and shall not be responsible for the acts of any others and the results thereof, except as otherwise provided in this agreement. College's liability shall be governed by the provisions of the Minnesota Tort Claims Act, Minnesota Statutes, Section 3.736, and other applicable law. Owner's liability shall be limited by the provisions of Minnesota Statues Section 466.04 Subject to the limitation in Minnesota Statutes Section 466.04, Owner shall defend, indemnify and hold College and the Students, the Instructors, and any other representative, employee, agent or student of College, harmless from and against all claims, losses, damages and expenses in connection with: (i) the inadequacy or illegality of any portion of the Plans and/or any Change Orders; (ii) any defects in any materials used to construct the Improvements, unless such defects result from damage caused by the Students or the Instructors; and (iii) any actions or inactions relating to the construction of the Improvements by any person other than the Students, the Instructors, or any other representative, employee, agent or student of College. Owner's releases and indemnification obligations set forth in this section shall survive the termination of this Contract. 5 Form B-5 6. SUBSTANTIAL COMPLETION AND INSPECTION OF WORK. The Work shall be deemed substantially complete when a certificate of occupancy is issued for the Property. ("Substantial Completion") On or before October 28, 2011, Owner and the Instructors shall inspect the Improvements to determine what portions of the Work, if any, are defective or remain unfinished. During such inspection, Owner and the Instructors shall prepare a punch list of any defective or unfinished portions of the Work. In addition, at anytime and from time to time during the performance of the Work prior to said inspection, if required by either Owner or College, Owner and the Instructors shall inspect the Improvements to determine whether any portions of the Work performed prior to the date of any such inspections are defective. If there is a dispute as to any alleged defect or any punch list items, Owner and College agree that the College shall be provided the opportunity to correct such alleged defects or punch list items to comply with the Plans and Specifications as contained in this Agreement and as amended by an approved change order. College will take all reasonable steps to correct the alleged defect or punch list item. If, after a good faith effort is made by College to correct the alleged defect or punch list item in dispute and the dispute is not resolved to the satisfaction of Owner, Owner and College agree that the final determination regarding any such dispute shall be made by College's Carpentry Program Advisory Committee. At anytime Owner may request, College shall provide Owner with a list of the members of College's Carpentry Program Advisory Committee. The "Completion Date" is the date when all Work and punch list items are complete. 7. COMPLETION OF WORK: College shall use good faith efforts to complete the Work (including any punch list items prepared in accordance with Section 6 of this Contract) on or before October 29, 2011 (the "Completion Date"). 8. COMPENSATION, DEPOSIT, SERVICE CHARGE AND REIMBURSEMENT FOR CERTAIN EXPENSES. Simultaneously with executing and delivering this Contract to College, Owner shall deliver to College a cashier's check in the amount of $0, made payable to College, as an earnest money deposit, which shall be nonrefundable. Subject to the completion of the Work in accordance with this Contract, on or before the Completion Date, or upon earlier termination of this contract as provided herein, Owner shall pay College, by a cashier's check made payable to College, the following: (a) the actual cost of all materials and supplies (the "Materials") incurred by College that have been used in connection with the Work, except for any materials that have been replaced as a result of damage caused by College's employees or students or that have been charged directly to Owner as described in Section 3(b) above; plus (b) a service charge (the "Service Charge") for the performance of the Work in the amount equal to $0.00, made payable upon Substantial Completion of the Work. OWNER AGREES THAT OWNER SHALL NOT OCCUPY THE IMPROVEMENTS OR THE SITE UNTIL OWNER HAS PAID COLLEGE ALL AMOUNTS OWING UNDER THIS SECTION. 6 Form B-5 9. OPEN HOUSE. Owner agrees to allow College to conduct an open house at the Site upon completion of the Improvements on a date selected by College, which date must be reasonably acceptable to Owner. Owner shall clean the Improvements so that they will be in a suitable condition for such open house; provided that College will remove debris generated by the performance of the Work. 10. NOTICE TO OWNER. The following notice is provided by College to Owner pursuant to Minn. Stat. §514.011; "(A) ANY PERSON OR COMPANY SUPPLYING LABOR OR MATERIALS FOR THIS IMPROVEMENT TO YOUR PROPERTY MAY FILE A LIEN AGAINST YOUR PROPERTY IF THAT PERSON OR COMPANY IS NOT PAID FOR THE CONTRIBUTIONS. (B) UNDER MINNESOTA LAW, YOU HAVE THE RIGHT TO PAY PERSONS WHO SUPPLIED LABOR OR MATERIALS FOR THIS IMPROVEMENT DIRECTLY AND DEDUCT THIS AMOUNT FROM OUR CONTRACT PRICE, OR WITHOLD THE AMOUNTS DUE THEM FROM US UNTIL 120 DAYS AFTER COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE YOU A LIEN WAIVER SIGNED BY PERSONS WHO SUPPLIED ANY LABOR OR MATERIAL FOR THE IMPROVEMENT AND WHO GAVE YOU TIMELY NOTICE." 11. NO REPRESENTATIONS OR WARRANTIES. PURSUANT TO THE AUTHORITY GRANTED BY MINNESOTA STATUTES, SECTION 136F.36, SUBDIVISION 3, COLLEGE ELECTS NOT TO OFFER THE WARRANTIES CONTAINED IN MINNESOTA STATUTES, CHAPTER 327A. OWNER ACKNOWLEDGES THAT THE WARRANTIES CONTAINED IN MINNESOTA STATUTES, CHAPTER 327A DO NOT APPLY TO ANY PRT OF THE WORK. OWNER FURTHER ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CONTRACT, COLLEGE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE WORK. OCCUPANCY OF THE IMPROVEMENTS BY OWNER SHALL BE CONCLUSIVE EVIDENCE THAT OWNER HAS ACCEPTED THE WORK "AS-IS," SUBJECT ONLY TO THE COMPLETION OF ANY ITEMS IDENTIFIED IN A PUNCH LIST PREPARED IN ACCORDANCE WITH SECTION 6 OF THIS CONTRACT. 12. NOTICES. Any notice required or permitted under this Contract shall be in writing and given by personal delivery upon an authorized representative of a party hereto, or by mailing in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid,properly addressed as follows: If to College: Hennepin Technical College 9000 Brooklyn Blvd Brooklyn Park MN 55445 Phone: 763-488-2510 7 Form B-5 If to Owner: City of Eden Prairie 8080 Mitchell Rd Eden Prairie, MN 55344 Attention: David Lindahl Notices shall be deemed effective on the earlier of the date of receipt or the date of deposit; provided, however, that if notice is given by deposit, the time for response to any notice by the other party shall commence to run two (2)business days after any such deposit. Any party may change its address for the service of notice by giving notice of such change ten(10) days prior to the effective date of such change. 13. BUSINESS DAYS. The term"Business Days" as used in this Agreement means any day other than a Saturday, Sunday or a holiday on which the offices (other than emergency services) of the State of Minnesota are closed. 14. MISCELLANEOUS. The section headings or captions appearing in this Contract are for convenience only, are not a part of this Contract and are not being considered in interpreting this Contract. This Contract, together with the exhibits and the addendum, if any, attached hereto, constitute the entire agreement between the parties, and no other agreements prior to this Contract or contemporaneous herewith shall be effective except as expressly set forth or incorporated herein. This Contract may not be amended or modified except by a written agreement signed and delivered by Owner and an authorized representative of College. This Contract shall be interpreted and governed by the laws of the State of Minnesota. If any provision of this Contract or the application to any circumstance shall be invalid or unenforceable to any extent, the remainder of this Contract and the application of such provision to any other circumstance shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 15. UREA FORMALDEHYDE DISCLOSURE NOTICE PURSUANT TO MINN. STAT. 325F.17. "IMPORTANT HEALTH NOTICE. SOME OF THE BUILDING MATERIALS USED IN THIS HOME (OR THESE BUILDING MATERIALS) EMIT FORMALDEHYDE. EYE, NOSE, AND THROAT IRRITATION, HEADACHE, NAUSEA AND A VARIETY OF ASTHMA-LIKE SYMPTOMS, INCLUDING SHORTNESS OF BREATH, HAVE BEEN REPORTED AS A RESULT OF FORMALDEHYDE EXPOSURE. ELDERLY PERSONS AND YOUNG CHILDREN, AS WELL AS ANYONE WITH A HISTORY OF ASTHMA, ALLERGIES, OR LUNG PROBLEMS, MAY BE AT GREATER RISK. RESEARCH IS CONTINUING ON THE POSSIBLE LONG-TERM EFFECTS OF EXPOSURE TO FORMALDEHYDE. REDUCED VENTILATION MAY ALLOW FORMALDEHYDE AND OTHER CONTAMINANTS TO ACCUMULATE I THE INDOOR AIR. HIGH INDOOR TEMPERATURES AND HUMIDITY RAISE FORMALDEHYDE LEVELS. WHEN A HOME IS TO BE LOCATED IN AREAS SUBJECT TO EXTREME SUMMER TEMPERATURES, AN AIR-CONDITIONING SYSTEM CAN BE USED TO 8 Form B-5 CONTROL INDOOR TEMPERATURE LEVELS. OTHER MEANS OF CONTROLLED MECHANICAL VENTILATION CAN BE USED TO REDUCE LEVELS OF FORMALDEHYDE AND OTHER INDOOR AIR CONTAMINANTS. IF YOU HAVE ANY QUESTIONS REGARDING THE HEALTH EFFECTS OF FORMALDEHYDE, CONSULT YOUR DOCTOR OR LOCAL HEALTH DEPARTMENT." [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] IN WITNESS WHEREOF, Owner and College have executed and delivered this Agreement as of the date first written above. CITY OF EDEN PRAIRE: COLLEGE: State of Minnesota By: Board of Trustees of the Its Mayor Minnesota State Colleges and Universities (Print name and title) Date: By: By: Its City Manager (Print name and Title) Date: Date: Verified as to allotment/encumbrance By: Title: Date: 9 Form B-5 EXHIBITS: Exhibit A: Legal Description of Site Exhibit B: Plans and Specifications Exhibit C: Change Order Exhibit D: List of Encumbrances AG:2203358, v. 1 10 Form B-5 Exhibit A Legal Description Address 8107 Eden Prairie Rd Eden Prairie, MN UNPLATTED 17 116 22 W 357FT OF N 242FT OF THAT PART OF SE 1/4 OF NE 1/4 LYING S OF LINCOLNWOOD ADDN SUBJECT TO ROAD 11 Form B-5 Exhibit B: Plans and Specifications in r iQiriiiiiilIii 1 1 Kill! ; 1111 Hp 111/0E it"ii 9 �g6 I of ii 10 h + ' • J.I Pf 13 .E +} I 1 aF it iit! � SSS�k �..Y Il I ._k__ I +1 � � De•4, , =I . ' 1 1:1 ODE , II../ 1 µ 52 !i.ItI1!IIIIIIUIII : !': I 1 Il--9 1 III R ill i Ih. 1H. (n li 1 :, Pill 41111i 11 i ( 11,1111 11; i ..,........., ijiiI r• I 1 , 1 ,i 1 -...,...,...., .,4-, ,._. 1 OF i I ` I or 1 + i 12 Form B-5 Exhibit C CHANGE ORDER NO. Dated: Contractor: Owner: Job Site Address: 8107 Eden Prairie RD., Eden Prairie, MN TO: Contractor Signature of Owner Signature of Owner Description of Change: Attachments (Amended Drawings,plans, specifications) Changes to the contract price and contract time resulting from Change Order: Contract Price before Change Order: $ Net increase (decrease) from this Change Order: $ Resulting Contract Price: $ Change in Contract Time: days Acceptance by College: This change order is accepted this day of 20_. By: Date: 13 Form B-5 Exhibit D: List of Encumbrances Easements and restrictions filed or of record. 14 CITY COUNCIL AGENDA DATE: SECTION: Payment of Claims October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: X. Sue Kotchevar, Office of the Payment of Claims City Manager/Finance Requested Action Move to: Approve the Payment of Claims as submitted (roll call vote) Synopsis Checks 212437—212923 Wire Transfers 4291 —4296 4296 August 20th US Bank Purchasing Card Payment Attachments City of Eden Prairie Council Check Summary 10/4/2011 Division Amount Division Amount General 43,821 601 Prairie Village Liquor 159,233 100 City Manager 525 602 Den Road Liquor 190,424 101 Legislative 27,663 603 Prairie View Liquor 162,416 102 Legal Counsel 34,612 605 Den Road Building 1,645 110 City Clerk 2,424 701 Water Fund 325,286 111 Customer Service 5,657 702 Sewer Fund 332,972 112 Human Resources 531 703 Storm Drainage Fund 46,856 113 Communications 5,422 Total Enterprise Funds 1,218,831 114 Benefits&Training 1,972 130 Assessing 1,107 803 Escrow Fund 3,271 131 Finance 30 Total Agency Funds 3,271 132 Housing and Community Services 130 133 Planning 630 807 Benefits Fund 587,101 136 Public Safety Communications 3,984 811 Property Insurance 274 137 Economic Development 252 812 Fleet Internal Service 49,116 138 Community Development Admin. 56 813 IT Internal Service 39,574 150 Park Administration 4,487 814 Facilities Capital ISF 91,242 151 Park Maintenance 33,796 815 Facilites Operating ISF 36,760 153 Organized Athletics 5,096 816 Facilites City Center ISF 71,555 154 Community Center 14,460 817 Facilites Comm.Center ISF 52,224 155 Beaches 157 Total Internal Service Funds 927,846 156 Youth Programs 9,482 158 Senior Center 5,261 Report Total 2,843,399 159 Recreation Administration 1,071 160 Therapeutic Recreation 244 161 Oak Point Pool 232 162 Arts 2,888 163 Outdoor Center 1,483 164 Park Rental Facilities 60 166 CC-Therapeutic Recreation 73 167 CC-Youth Programs 113 168 Arts Center 933 180 Police 5,000 183 Emergency Preparedness 1,341 184 Fire 28,797 200 Engineering 616 201 Street Maintenance 35,873 202 Street Lighting 70,588 Total General Funds 350,867 301 CDBG 10,765 303 Cemetary Operation 16 304 Senior Board 152 308 E-911 16,037 314 Liquor Compliance 419 Total Special Revenue Funds 27,390 502 Park Development 35,402 506 Improvment Bonds 1996 2,000 512 CIP Trails 24,911 520 Parks Referendum 63,503 521 Trails Referendum 185,349 522 Improvement Projects 2006 4,029 Total Capital Project Funds 315,194 City of Eden Prairie Council Check Register 10/4/2011 Check# Amount Vendor/Explanation Account Description Business Unit Explanation 212916 303,362 METROPOLITAN COUNCIL ENVIRONME MCES User Fee Sewer Utility-General MCES Monthly Fee 212776 280,947 HEALTHPARTNERS Medical/Dental Premiums Health and Benefits October Health/Dental Premium 212600 185,349 MINNESOTA DIRT WORKS INC Land Improvements Trails Referendum Improvements to Land 4293 181,597 CERIDIAN State Taxes Withheld Health and Benefits Taxex Withheld 212764 126,958 G.F.JEDLICKI INC Improvement Contracts Water Capital Water Treatment Process Upgrades 4291 124,558 PUBLIC EMPLOYEES RETIREMENT AS PERA Health and Benefits PERA 212704 109,809 XCEL ENERGY Electric City Hall-CAM Monthly Utilities 212911 109,500 XCEL ENERGY Electric Traffic Signals Monthly Utilities 212479 62,921 CHARD TILING&EXCAVATING INC Land Improvements Parks Referendum 212636 58,137 RESTORATION SYSTEMS INC Other Contracted Services Facilities Capital 212571 53,137 JOHNSON BROTHERS LIQUOR CO Transportation Prairie Village Liquor Store 212793 50,951 JOHNSON BROTHERS LIQUOR CO Transportation Prairie Village Liquor Store 212618 46,780 PARROTT CONTRACTING INC Equipment Repair&Maint Water System Maintenance 212825 32,788 MIRACLE RECREATION EQUIPMENT C Improvements to Land Park Acquisition&Development 212739 30,012 COMMERCIAL ASPHALT CO Asphalt Overlay Street Maintenance 212712 29,527 ADVANCED ENGINEERING&ENVIRON Design&Engineering Water Capital 212806 28,718 LOGIS LOGIS IT Operating 212606 27,919 MOELTER GRAIN INC Lime Residual Removal Water Treatment Plant 4296 27,487 US BANK Purchasing Cards 212706 26,774 YOCUM OIL COMPANY INC Motor Fuels Fleet Operating 212801 26,560 LEAGUE OF MINNESOTA CITIES Dues&Subscriptions City Council 212669 26,251 THORPE DISTRIBUTING Beer Prairie Village Liquor Store 212906 25,453 WIRTZ BEVERAGE MINNESOTA Transportation Prairie Village Liquor Store 212700 25,048 WIRTZ BEVERAGE MINNESOTA BEER Beer Prairie Village Liquor Store 212879 24,719 THORPE DISTRIBUTING Beer Prairie Village Liquor Store 212746 23,747 DIVERSE BUILDING MAINTENANCE Janitor Service Arts Center 212711 23,394 ABM JANITORIALSERVICES-NORTH C Janitor Service City Hall-CAM 212699 23,136 WIRTZ BEVERAGE MINNESOTA Transportation Prairie Village Liquor Store 212855 22,703 QUALITY WINE&SPIRITS CO Transportation Prairie Village Liquor Store 212632 22,034 QUALITY WINE&SPIRITS CO Transportation Prairie Village Liquor Store 212565 20,936 JJ TAYLOR DISTRIBUTING MINNESO Transportation Prairie Village Liquor Store 212907 20,559 WIRTZ BEVERAGE MINNESOTA BEER Beer Prairie Village Liquor Store 4295 18,647 ING Deferred Compensation General Fund 212773 18,600 GREGERSON ROSOW JOHNSON&NILA Legal Legal Council 212687 18,465 VTI Contract Svcs-Security 3rd Sheet of Ice 212845 18,310 PHILLIPS WINE AND SPIRITS INC Transportation Prairie Village Liquor Store 212601 17,539 MINNESOTA NATIVE LANDSCAPES Improvement Contracts Storm Drainage 212494 16,372 DAY DISTRIBUTING Beer Prairie Village Liquor Store 212507 16,000 EMERGENCY COMMUNICATIONS NETWO Other Contracted Services E-911 Program 212848 15,855 PRAIRIE PARTNERS SIX LLP Building Rental Prairie Village Liquor Store 212800 15,747 LAVAN FLOOR COVERING Other Contracted Services Facilities Capital 4294 15,423 ICMA RETIREMENT TRUST-457 Deferred Compensation General Fund 212921 13,581 BONNER&BORHART LLP Legal Legal Criminal Prosecution 212787 13,246 JJ TAYLOR DISTRIBUTING MINNESO Transportation Prairie Village Liquor Store 212651 13,235 SOUTHERN WINE&SPIRITS OF MN Transportation Prairie Village Liquor Store 212538 12,314 GRAYMONT Treatment Chemicals Water Treatment Plant 212849 12,217 PRAIRIEVIEW RETAIL LLC Repair&Maint.Supplies Prairie View Liquor Store 212744 10,913 DAY DISTRIBUTING Misc Taxable Prairie Village Liquor Store Check# Amount Vendor/Explanation Account Description Business Unit Explanation 212724 10,370 BITUMINOUS ROADWAYS INC Improvement Contracts CIP Trails 212545 10,293 HANSEN THORP PELLINEN OLSON Other Contracted Services CIP Trails 212624 10,214 PHILLIPS WINE AND SPIRITS INC Beer Prairie Village Liquor Store 212898 10,140 WENCK ASSOCIATES INC Design&Engineering Storm Drainage 212869 9,316 SOUTHERN WINE&SPIRITS OF MN Transportation Prairie Village Liquor Store 212771 9,172 GRAYMONT Treatment Chemicals Water Treatment Plant 212548 9,003 HAWKINS INC Treatment Chemicals Water Treatment Plant 212872 8,224 SPECIALTY TURF&AG INC Landscape Materials/Supp Parks Referendum 212457 8,113 BELLBOY CORPORATION Transportation Prairie Village Liquor Store 212895 7,594 WALL TRENDS INC Contract Svcs-General Bldg Park Shelters 212694 7,416 WINE MERCHANTS INC Transportation Prairie Village Liquor Store 212502 7,357 DPC INDUSTRIES INC Treatment Chemicals Water Treatment Plant 212563 6,795 J&S SIDING AND GUTTERS LLC Other Contracted Services Rehab 212720 6,575 BAUER BUILT TIRE AND BATTERY Tires Fleet Operating 212619 5,939 PAUSTIS&SONS COMPANY Transportation Prairie Village Liquor Store 212841 5,511 PAUSTIS&SONS COMPANY Transportation Prairie Village Liquor Store 212556 5,415 HOHENSTEINS INC Beer Prairie Village Liquor Store 212459 5,395 BIFFS INC Waste Disposal Park Maintenance 212903 5,387 WINE MERCHANTS INC Transportation Prairie Village Liquor Store 212858 4,920 RELIAKOR SERVICES INC Seal Coating Street Maintenance 212772 4,113 GREENSIDE INC Contract Svcs-Lawn Maint. Fire Station#1 212713 4,050 ADVANCED PUBLIC SAFETY INC Software Maintenance IT Operating 212441 4,020 A-SCAPE INC Contract Svcs-Lawn Maint. Den Bldg.-CAM 212730 4,010 BRAUN INTERTEC CORPORATION Testing-Soil Boring Improvement Projects 2006 212722 3,924 BELLBOY CORPORATION Transportation Prairie Village Liquor Store 212476 3,683 CENTURYLINK Telephone IT Telephone 212774 3,646 GREYSTONE CONSTRUCTION COMPANY Other Contracted Services Street Maintenance 212462 3,625 BOUNDLESS NETWORK Advertising Community Center Admin 212870 3,610 SOUTHWEST SUBURBAN PUBLISHING- Advertising Prairie Village Liquor Store 212446 3,594 AGGREGATE INDUSTRIES Repair&Maint.Supplies Storm Drainage 212827 3,531 MPX GROUP,THE Printing Fire 212759 3,383 FLEET MAINTENANCE INC Equipment Repair&Maint Fleet Operating 212451 3,315 ASPEN WASTE SYSTEMS INC. Waste Disposal Fitness/Conference-Cmty Ctr 212498 3,231 DIGITAL COMBUSTION INC Training Supplies Fire 212659 3,229 STONEBROOKE Autos General Government-Fixed Asset 212532 3,150 GLEN LAKE GOLF Instructor Service Spring Skill Development 212652 3,113 SOUTHWEST SUBURBAN PUBLISHING- Advertising Theatre Initiative 212486 3,002 COMPAR INC Training Supplies Fire 212846 3,000 POSTAGE BY PHONE RESERVE ACCOU Postage Customer Service 212714 2,991 AGGREGATE INDUSTRIES Asphalt Overlay Street Maintenance 212692 2,956 WINE COMPANY,THE Transportation Prairie View Liquor Store 212878 2,914 SURLY BREWING CO Beer Prairie Village Liquor Store 212888 2,865 VALLEY RICH CO INC Equipment Repair&Maint Water System Maintenance 212802 2,809 LEGACY GYMNASTICS Instructor Service Camps 212603 2,770 MINNESOTA STATE FAIR Deposits Escrow 212598 2,672 MINNESOTA ATHLETIC APPAREL Fire Prevention Supplies Fire 212782 2,572 HOHENSTEINS INC Beer Den Road Liquor Store 212484 2,551 COMMERCIAL REFRIGERATION SYSTE Contract Svcs-Ice Rink Ice Arena Maintenance 212491 2,550 DAKOTA COUNTY TECHNICAL COLLEG Tuition Reimbursement/School Fire 212796 2,469 KEEPERS Clothing&Uniforms Fire 212729 2,452 BRAUER& ASSOCIATES LTD Other Contracted Services Park Acquisition&Development 212681 2,413 US HEALTH WORKS MEDICAL GRP MN Health&Fitness Fire Check# Amount Vendor/Explanation Account Description Business Unit Explanation 212518 2,346 FIRE SAFETY USA INC Protective Clothing Fire 212583 2,335 LIGHTNING PRINTING INC Printing Planning&Development 212682 2,314 USA MOBILITY WIRELESS INC Pager&Cell Phone Public Safety Communications 212485 2,298 COMMUNITY ACTION PARTNERSHIP Refunds CDBG-Public Service 212673 2,222 TREE TRUST Other Contracted Services Staring Lake 212891 2,170 VERIZON WIRELESS Wireless Subscription IT Operating 212605 2,165 MINNESOTA VALLEY ELECTRIC COOP Electric Riley Lake 212835 2,123 ON-LINE IMAGING Microfilming/scanning Records Management 212593 2,052 METRO FIRE Protective Clothing Fire 212439 2,000 ANDREWS,CRAIG AND JULIE Right of Way&Easement Improvement Projects 1996 212831 2,000 NADYBSKA,ANIA K Other Contracted Services Communications 212597 1,993 MIDWEST COCA COLA BOTTLING COM Misc Taxable Prairie View Liquor Store 212880 1,986 TITAN ENERGY SYSTEMS Contract Svcs-Fire/Life/Safe Police City Center 212809 1,979 LYNCH,MIKE Instructor Service Tennis 212736 1,900 CERIDIAN Ceridian IT Operating 212901 1,893 WINE COMPANY,THE Transportation Prairie Village Liquor Store 212890 1,826 VAN PAPER COMPANY Cleaning Supplies Park Shelters 212512 1,767 FAMOUS DAVE'S Operating Supplies Fire 212648 1,749 SOLDO CONSULTING PC Legal Legal Council 212480 1,721 CHISAGO LAKES DISTRIBUTING Beer Prairie Village Liquor Store 212444 1,613 ACCELERATED TECHNOLOGIES LLC Video&Photo Supplies Fitness Classes 212489 1,610 COSTCO Merchandise for Resale Concessions 212775 1,566 HD SUPPLY WATERWORKS LTD Capital Under$10,000 Water Metering 212766 1,561 GOPHER STATE ONE-CALL OCS-Leak Detection Utility Operations-General 212644 1,505 SHERWIN WILLIAMS Equipment Repair&Maint Traffic Signals 212837 1,464 OUTDOORS AGAIN INC Other Contracted Services Park Maintenance 212821 1,436 MIDWEST COCA COLA BOTTLING COM Misc Non-Taxable Prairie Village Liquor Store 212656 1,432 STAPLES ADVANTAGE Office Supplies Police 212749 1,419 ECOLAB INC Contract Svcs-Pest Control Housing and Human Svcs 212770 1,327 GRAPE BEGINNINGS Transportation Prairie Village Liquor Store 212666 1,326 TEMP,DAWN M Other Contracted Services Volleyball 212454 1,326 BAUER BUILT TIRE AND BATTERY Equipment Parts Fleet Operating 212554 1,269 HIRSHFIELDS PAINT MANUFACTURIN Operating Supplies Park Maintenance 212543 1,251 GUNNAR ELECTRIC CO INC Improvements to Land Park Acquisition&Dev Fixed A 212769 1,235 GRAND PERE WINES INC Transportation Prairie Village Liquor Store 212474 1,233 CENTERPOINT ENERGY Gas Water Treatment Plant 212505 1,209 EDEN PRAIRIE WINLECTRIC Building Repair&Maint. Park Maintenance 212464 1,196 BOYER TRUCKS Equipment Parts Fleet Operating 212557 1,171 HORIZON COMMERCIAL POOL SUPPLY Supplies-Pool Pool Maintenance 212740 1,162 COMMERCIAL REFRIGERATION SYSTE Contract Svcs-Ice Rink 3rd Sheet of Ice 212874 1,160 STAPLES ADVANTAGE Office Supplies Police 212635 1,155 READY WATT ELECTRIC Equipment Parts Emergency Preparedness 212707 1,125 HACH Conference Expense Water Treatment Plant 212685 1,118 VINOCOPIA Transportation Prairie Village Liquor Store 212779 1,100 HENNEPIN COUNTY UT DEPT Equipment Repair&Maint Public Safety Communications 212768 1,087 GRAINGER Equipment Parts Fleet Operating 212535 1,053 GRAINGER Supplies-HVAC City Hall-CAM 212865 1,042 SIR KNIGHT CLEANERS Clothing&Uniforms Fire 212683 1,023 VAN PAPER COMPANY Cleaning Supplies Facilites Operating ISF 212478 1,005 CERIDIAN Ceridian IT Operating 212587 992 MAROTTA,VIC Instructor Service Summer Skill Development 212823 980 MINNESOTA ELEVATOR INC Building Repair&Maint. Water Treatment Plant Check# Amount Vendor/Explanation Account Description Business Unit Explanation 212686 974 VISTAR CORPORATION Merchandise for Resale Concessions 212540 972 GS DIRECT Miscellaneous IT Operating 212621 972 PETERBILT NORTH Equipment Parts Fleet Operating 212920 969 PETTY CASH Finance Petty Cash 212799 967 KNOLL TEXTILES Capital Under$10,000 FF&E-Furn,Fixtures&Equip. 212575 944 KEEPERS Clothing&Uniforms Fire 212674 925 TRI COUNTY BEVERAGE&SUPPLY Beer Prairie Village Liquor Store 212912 872 Z WINES USA LLC Transportation Den Road Liquor Store 212743 850 DAKOTA SUPPLY GROUP INC Merchandise for Resale Water Metering 212555 842 HOFF,BARRY&KOZAR,P.A. Legal Legal Council 212702 822 WORK CONNECTION,THE Other Contracted Services Park Maintenance 212676 814 TWIN CITY SEED CO Improvements to Land Park Acquisition&Development 212817 802 METRO CLEANING Contract Svcs-Garden Romm Garden Room Repairs 212810 795 MAACO Equipment Repair&Maint Fleet Operating 212761 794 FLYING CLOUD T/S#U70 Waste Disposal Park Maintenance 212610 782 NEUMANN,NEAL Other Contracted Services Softball 212501 764 DOMACE VINO Transportation Prairie Village Liquor Store 212822 745 MINNESOTA ATHLETIC APPAREL Clothing&Uniforms Fire 212472 744 CATCO PARTS SERVICE Equipment Parts Fleet Operating 212506 735 EMERGENCY APPARATUS MAINTENANC Equipment Repair&Maint Fire 212733 724 BRYAN ROCK PRODUCTS INC Landscape Materials/Supp Park Maintenance 212748 718 EARL F ANDERSEN INC Signs Traffic Signs 212585 716 MACQUEEN EQUIPMENT INC Equipment Parts Storm Drainage 212492 711 DALE GREEN COMPANY,THE Landscape Materials/Supp Street Maintenance 4292 683 CERIDIAN Garnishment Withheld General Fund 212637 667 RETROFIT RECYCLING INC Supplies-Electrical Fitness/Conference-Cmty Ctr 212863 663 SHAMROCK GROUP,INC-ACE ICE Transportation Prairie Village Liquor Store 212908 660 WORK CONNECTION,THE Other Contracted Services Park Maintenance 212509 659 ETHANOL PRODUCTS LLC Treatment Chemicals Water Treatment Plant 212887 632 US HEALTH WORKS MEDICAL GRP MN Health&Fitness Fire 212814 623 MAUI WOWI HAWAIIAN Merchandise for Resale Concessions 212558 612 HOUSTON,CHRISTOPHER W Instructor Service Ice Rink#1 212613 606 NORTHERN SAFETY TECHNOLOGY INC Equipment Parts Fleet Operating 212649 595 SOUTH METRO PUBLIC SAFETY TRAI Tuition Reimbursement/School Police 212448 576 AMERICAN ENGINEERING TESTING I Improvement Contracts Improvement Projects 2006 212564 575 JANEX INC Janitor Service Public Works/Parks 212634 572 RAY,LEE Other Contracted Services Softball 212857 572 RAY,LEE Other Contracted Services Softball 212566 569 JOHN HENRY FOSTER MINNESOTA IN Other Contracted Services Water Treatment Plant 212602 566 MINNESOTA ROADWAYS CO Patching Asphalt Street Maintenance 212893 564 VINOANDES Transportation Den Road Liquor Store 212550 550 HENNEPIN COUNTY ACCOUNTS RECEI Refunds CDBG-Public Service 212561 550 IND SCHOOL DIST 272 Other Rentals Outdoor Center 212580 549 LAKE COUNTRY DOOR LLC Contract Svcs-General Bldg Fire Station#3 212668 543 THE OASIS GROUP Employee Assistance Organizational Services 212767 540 GOVDELIVERY Software Maintenance IT Operating 212689 529 WASTL,GREG Other Contracted Services Softball 212438 523 PETTY CASH-POLICE DEPT Compliance 212463 504 BOURGET IMPORTS Transportation Prairie View Liquor Store 212611 500 NEW FRANCE WINE COMPANY Transportation Prairie Village Liquor Store 212599 492 MINNESOTA CONWAY Safety Supplies Fleet Operating 212495 491 DEALER AUTOMOTIVE SERVICES INC Equipment Parts Fleet Operating Check# Amount Vendor/Explanation Account Description Business Unit Explanation 212883 472 TRI COUNTY BEVERAGE&SUPPLY Misc Non-Taxable Den Road Liquor Store 212528 471 GE CAPITAL Other Rentals Customer Service 212732 471 BROTHERS FIRE PROTECTION Contract Svcs-HVAC City Hall-CAM 212468 465 BROBERG,JEFF Other Contracted Services Rehab 212645 456 SIGNSOURCE Equipment Parts Fleet Operating 212871 449 SPECIALIZED ENVIRONMENTAL TECH Landscape Materials/Supp Park Maintenance 212643 441 SHAMROCK GROUP,INC-ACE ICE Transportation Prairie Village Liquor Store 212758 439 FASTSIGNS Printing Theatre Initiative 212536 437 GRAND PERE WINES INC Transportation Prairie View Liquor Store 212742 436 CONTINENTAL SAFETY EQUIPMENT Repair&Maint-Ice Rink Ice Arena Maintenance 212781 426 HIRSHFIELD'S Repair&Maint.Supplies Water Treatment Plant 212718 420 ASPEN WASTE SYSTEMS INC. Waste Disposal Utility Operations-General 212922 419 PETTY CASH-POLICE DEPT Miscellaneous Liquor Compliance 212539 414 GREATAMERICA LEASING CORP. Postage Customer Service 212859 410 RICK,ELIZABETH DEE Instructor Service Outdoor Center 212886 409 TWIN CITY FILTER SERVICE INC Building Repair&Maint. Utility Operations-General 212892 406 VIKING ELECTRIC SUPPLY Building Repair&Maint. Water Wells 212803 405 LEROY JOB TRUCKING INC Other Contracted Services Animal Control 212832 400 NEW FRANCE WINE COMPANY Transportation Prairie Village Liquor Store 212488 394 CONSTRUCTION MATERIALS,INC Asphalt Overlay Street Maintenance 212762 394 FORESTEDGE WINERY Wine Domestic Prairie View Liquor Store 212751 389 EDEN PRAIRIE MALL LLC Building Rental Police 212458 386 BERRY COFFEE COMPANY Merchandise for Resale Concessions 212508 385 ESS BROTHERS&SONS INC Repair&Maint.Supplies Sewer Capital 212466 385 BRAUN INTERTEC CORPORATION Testing-Soil Boring Water Capital 212627 364 PRAIRIE LAWN AND GARDEN Equipment Parts Fleet Operating 212885 354 TWIN CITIES&WESTERN RAILROAD Licenses&Taxes Water Distribution 212894 352 VINOCOPIA Transportation Den Road Liquor Store 212755 349 EXTREME BEVERAGE Misc Taxable Den Road Liquor Store 212753 345 ELIASON,STEVE J Other Contracted Services Softball 212708 340 MN FALL MAINTENANCE EXPO Conference Expense Engineering 212875 340 STAR TRIBUNE MEDIA COMPANY LLC Employment Advertising Organizational Services 212735 335 CDW GOVERNMENT INC. Other Hardware IT Operating 212731 335 BROBERG,JEFF Other Contracted Services Rehab 212658 326 STERICYCLE INC Waste Disposal Fitness/Conference-Cmty Ctr 212453 323 BATTERIES PLUS Operating Supplies Fire 212638 320 RICK,ELIZABETH DEE Instructor Service Outdoor Center 212824 319 MINNESOTA PRINT MANAGEMENT LLC Office Supplies Customer Service 212551 318 HENNEPIN COUNTY UT DEPT Equipment Repair&Maint Public Safety Communications 212596 316 MIDWEST ASPHALT CORPORATION Waste Blacktop/Concrete Street Maintenance 212443 314 AARP 55 ALIVE MATURE DRIVING Other Contracted Services Senior Center Programs 212716 311 AMERICAN BOTTLING COMPANY,THE Misc Non-Taxable Den Road Liquor Store 212737 307 CLAREYS INC Safety Supplies Fleet Operating 212900 303 WICHTERMAN'S LTD Equipment Repair&Maint Fleet Operating 212477 302 CENTURYLINK Telephone IT Telephone 212615 300 NUTRITIONAL WEIGHT&WELLNESS Other Contracted Services Organizational Services 212866 300 SODA RESTORATION Contract Svcs-General Bldg Park Shelters 212734 298 CAREER TRACK Conference Expense Recreation Admin 212688 298 WALSER CHRYSLER JEEP Equipment Parts Fleet Operating 212899 296 WENGER CORPORATION Capital Under$10,000 Summer Theatre 212850 296 PREMIUM WATERS INC Operating Supplies Fire 212923 285 SCOTT COUNTY SHERIFF'S OFFICE Deposits Escrow Check# Amount Vendor/Explanation Account Description Business Unit Explanation 212520 284 FIRST SUPPLY Supplies-HVAC Fitness/Conference-Cmty Ctr 212452 280 BANK BEER CO Beer Prairie Village Liquor Store 212588 276 MCGREGOR,RANDY Other Contracted Services Softball 212819 275 METROPOLITAN FORD Equipment Parts Fleet Operating 212917 274 PEARSON,BARRY Insurance Property Insurance 212629 274 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 212715 266 AMARA WINES LLC Transportation Den Road Liquor Store 212752 263 ELECTRIC PUMP Equipment Repair&Maint Sewer System Maintenance 212442 262 AAA LAMBERTS LANDSCAPE PRODUCT Landscape Materials/Supp Water System Maintenance 212815 261 MENARDS Repair&Maint.Supplies Utility Operations-General 212461 259 BOUND TREE MEDICAL LLC EMS Supplies Fire 212820 258 MIDWEST ASPHALT CORPORATION Waste Blacktop/Concrete Street Maintenance 212537 257 GRAPE BEGINNINGS Transportation Prairie Village Liquor Store 212728 255 BOUNDLESS NETWORK Clothing&Uniforms Concessions 212834 252 OLVALDE FARM AND BREWING COMPA Beer Prairie Village Liquor Store 212616 250 O'REILLY AUTOMOTIVE INC Equipment Parts Fleet Operating 212522 250 FLEMING,ROBERT AR Utility Water Enterprise Fund 212816 249 METRO ATHLETIC SUPPLY Repair&Maint.Supplies Park Maintenance 212909 243 WORLD WIDE CELLARS INC Transportation Prairie View Liquor Store 212481 241 CLAREYS INC Operating Supplies Traffic Signals 212804 238 LEXISNEXIS Other Contracted Services Police 212607 237 MOTOROLA Equipment Repair&Maint Public Safety Communications 212833 232 NEWTON,J.RANDALL Mileage&Parking Engineering 212679 230 UNIVERSITY OF MINNESOTA Conference Expense Storm Drainage 212763 224 FREY,LYNDELL Conference Expense Recreation Admin 212503 222 EARL F ANDERSEN INC Signs Traffic Signs 212710 220 AARP 55 ALIVE MATURE DRIVING Other Contracted Services Senior Center Programs 212881 217 TKO WINES,INC Wine Imported Prairie View Liquor Store 212842 217 PETERBILT NORTH Equipment Parts Fleet Operating 212672 213 TRANSPORT GRAPHICS Operating Supplies Fire 212497 212 DICKINSON,BYRON AR Utility Water Enterprise Fund 212493 212 DAVANNI'S PIZZA Merchandise for Resale Concessions 212646 212 SINELL,STEVE Travel Expense Assessing 212513 211 FASTENAL COMPANY Repair&Maint.Supplies Fire 212534 209 GOODMAN,RICK Mileage&Parking Facilities Staff 212541 207 GUARDIAN FIRE AND SAFETY Protective Clothing Fire 212726 207 BLOOMINGTON SECURITY SOLUTIONS Operating Supplies Park Maintenance 212465 202 BRACE HELGESON INC AR Utility Water Enterprise Fund 212504 200 EDEN PRAIRIE COMMUNITY CENTER Events/Admission Fee Sunbonnet Days 212483 200 COMCAST Wireless Subscription IT Operating 212862 198 SGC HORIZON LLC Legal Notices Publishing CIP Trails 212521 195 FLANAGAN SALES,INC. Repair&Maint.Supplies Park Maintenance 212695 195 WINTERS,CAROLYN Deposits-P&R Refunds Community Center Admin 212664 193 TABOR,PAUL Facility Rentals Ice Rink#1 212592 186 MERLINS ACE HARDWARE Equipment Parts Emergency Preparedness 212511 184 FALCK,TIMOTHY R Other Contracted Services Softball 212777 184 HEALY,STEPHEN Other Contracted Services Softball 212813 182 MATTS AUTO SERVICE INC Equipment Repair&Maint Fleet Operating 212812 180 MATSON,TOM Small Tools Traffic Signals 212614 179 NORTHERN TOOL Equipment Parts Fleet Operating 212447 173 AMERICAN BOTTLING COMPANY,THE Misc Taxable Prairie View Liquor Store 212818 173 METRO SALES INCORPORATED* Maintenance Contracts Utility Operations-General Check# Amount Vendor/Explanation Account Description Business Unit Explanation 212449 169 AMERIPRIDE LINEN&APPAREL SER Cleaning Supplies Prairie View Liquor Store 212778 169 HENNEPIN CO TAXPAYER SERVICES Software Maintenance IT Operating 212852 168 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 212703 164 WYDRA,TEEGAN Mileage&Parking Tree Disease 212838 164 PAPCO INC Cleaning Supplies Fitness/Conference-Cmty Ctr 212662 162 STRONER,ELIZABETH Special Event Fees Senior Board 212861 160 SCRAP METAL PROCESSORS INC Equipment Parts Fleet Operating 212617 159 OLSEN'S EMBROIDERY/COMPANY Safety Supplies Utility Operations-General 212553 159 HEURUNG,MARK AR Utility Water Enterprise Fund 212830 158 MULCAHY COMPANY INC Supplies-HVAC City Hall-CAM 212654 157 ST CROIX RECREATION CO INC Repair&Maint.Supplies Park Maintenance 212670 156 TKO WINES,INC Wine Imported Prairie View Liquor Store 212573 155 KAISER MANUFACTURING INC Repair&Maint-Ice Rink Ice Arena Maintenance 212469 153 CABELA'S MKTG&BRAND MGT INC Clothing&Uniforms Police 212626 153 PINNACLE DISTRIBUTING Misc Taxable Prairie Village Liquor Store 212690 150 WHITE,NICOLE Mileage&Parking Therapeutic Rec Admin 212591 147 MENARDS Repair&Maint.Supplies Fire 212741 146 CONSTRUCTION MATERIALS INC Repair&Maint.Supplies Street Maintenance 212549 146 HD SUPPLY WATERWORKS LTD Repair&Maint.Supplies Water System Maintenance 212889 145 VALSTAR PRINTER SOLUTIONS Equipment Repair&Maint IT Operating 212576 145 KOHLS,BETH Deposits-P&R Refunds Community Center Admin 212913 142 ZIEGLER INC Equipment Parts Fleet Operating 212717 141 AMERIPRIDE LINEN&APPAREL SER Janitor Service Prairie Village Liquor Store 212482 139 CLARK,CARA Mileage&Parking Tree Disease 212783 138 HOLMES,TOM Other Contracted Services Softball 212705 135 XTREME INTEGRATION Equipment Repair&Maint IT Operating 212709 134 A TO Z RENTAL CENTER Equipment Repair&Maint Park Maintenance 212745 134 DISPLAY SALES Operating Supplies Community Center 212807 131 LUBRICATION TECHNOLOGIES INC Equipment Repair&Maint Fleet Operating 212784 125 ISFSI Dues&Subscriptions Fire 212828 125 MSA Conference Expense Tree Disease 212829 122 MTI DISTRIBUTING INC Equipment Parts Fleet Operating 212586 120 MAKHLOUF,ANTOINE A AR Utility Water Enterprise Fund 212531 117 GETTMAN COMPANY Misc Taxable Prairie Village Liquor Store 212684 117 VIKING ELECTRIC SUPPLY Building Repair&Maint. Water Wells 212572 116 JOHNSTONE SUPPLY Supplies-HVAC City Hall-CAM 212756 115 FALCK,TIMOTHY R Other Contracted Services Softball 212836 115 OSI BATTERIES INC Office Supplies Customer Service 212661 114 STREICHERS Clothing&Uniforms Police 212445 114 AFFILIATED EMERGENCY VETERINAR Other Contracted Services Animal Control 212798 113 KINDERMUSIK WITH KIM Instructor Service CC-Arts&Drama Programs 212760 112 FLYING CLOUD ANIMAL HOSPITAL Canine Supplies Police 212876 111 STREICHERS Clothing&Uniforms Police 212757 110 FASTENAL COMPANY Equipment Parts Fleet Operating 212609 107 MULCAHY COMPANY INC Supplies-HVAC City Hall-CAM 212719 105 AT&T MOBILITY Pager&Cell Phone Water System Maintenance 212642 105 SCHWANKE,SUE Deposits-P&R Refunds Community Center Admin 212653 105 SPECIALTY TURF&AG INC Chemicals Park Maintenance 212723 104 BERNICK'S WINE Wine Imported Den Road Liquor Store 212542 100 GUNDERSON,CONSTANCE L. Instructor Service Arts Center 212552 100 HENNEPIN COUNTY TREASURER Deposits Escrow 212780 100 HENNEPIN COUNTY TREASURER Operating Supplies-Escrow Planning Check# Amount Vendor/Explanation Account Description Business Unit Explanation 212797 100 KIDCREATE STUDIO Instructor Service Arts Center 212897 100 WEHRS,ROBERTA Refunds Environmental Education 212594 100 METROPOLITAN FORD Equipment Repair&Maint Fleet Operating 212608 98 MTI DISTRIBUTING INC Equipment Parts Fleet Operating 212589 95 MCWATERS,LORENE Deposits Escrow 212499 93 DIRECTV Cable TV Community Center Admin 212582 92 LIFT BRIDGE BREWERY Beer Prairie View Liquor Store 212786 90 JEFFERSON FIRE&SAFETY INC Operating Supplies Fire 212864 90 SHRED-IT Other Contracted Services Police 212882 88 TOM'S WINDOW CLEANING Janitor Service-General Bldg Den Bldg.-CAM 212612 87 NORTH CENTRAL LABORATORIES Lab Supplies Water Treatment Plant 212826 86 MORGAN CREEK VINEYARDS Wine Domestic Prairie View Liquor Store 212490 86 CUSTOMER DRIVEN REALTY AR Utility Water Enterprise Fund 212578 86 KRUEGER,KATHLEEN AR Utility Water Enterprise Fund 212856 86 QUICKTURN DUPLICATION LLC Video&Photo Supplies Safety Camp 212660 85 STRATTON,ELIZABETH AR Utility Water Enterprise Fund 212625 81 PINGER,TOM AR Utility Water Enterprise Fund 212590 80 MEIERS,NICHOLAS J Instructor Service Outdoor Center 212811 80 MASS BAR-MATE CORP Misc Taxable Den Road Liquor Store 212847 77 PRAIRIE LAWN AND GARDEN Equipment Repair&Maint Park Maintenance 212471 75 CARLSON,HARVEY AR Utility Water Enterprise Fund 212519 75 FIRST DISTRICT DOMESTIC VIOLEN Tuition Reimbursement/School Police 212750 75 EDEN PRAIRIE CHAMBER OF COMMER Miscellaneous City Council 212896 74 WAYTEK INC Operating Supplies Park Maintenance 212526 73 G&K SERVICES-MPLS INDUSTRIAL Other Rentals Park Maintenance 212628 71 PROSOURCE SUPPLY Cleaning Supplies Fitness/Conference-Cmty Ctr 212514 70 FEDEX Postage Human Resources 212547 69 HART,EDMUND Other Contracted Services Softball 212639 69 RIGID HITCH INCORPORATED Equipment Parts Fleet Operating 212788 65 JOHN DEERE LANDSCAPES/LESCO Landscape Materials/Supp Street Maintenance 212808 64 LUNDBERG,RONALD Mileage&Parking Water Treatment Plant 212525 64 FSH COMMUNICATIONS LLC Telephone Round Lake 212873 63 ST CROIX RECREATION CO INC Repair&Maint.Supplies Park Maintenance 212440 62 A TO Z RENTAL CENTER Fire Prevention Supplies Fire 212560 60 HUWAITAT,ATALLAH Deposits Community Center Admin 212691 60 WILLIAMS,DENNIS&BONNIE Deposits Community Center Admin 212914 60 ZOU,LIJUAN Deposits Community Center Admin 212915 60 ACOSTA Riley Lake Shelter Park Facilities 212577 57 KOPP,ROBERT AR Utility Water Enterprise Fund 212839 53 PARON,JASMINE Deposits Escrow 212517 53 FILTRATION SYSTEMS Supplies-HVAC City Hall-CAM 212805 52 LIFT BRIDGE BREWERY Beer Prairie Village Liquor Store 212747 52 DMX MUSIC Other Contracted Services Prairie Village Liquor Store 212765 51 GIRARD'S BUSINESS SOLUTIONS IN Office Supplies Customer Service 212877 50 SUBURBAN CHEVROLET Equipment Parts Fleet Operating 212665 50 TAYLOR,EMILY Instructor Service Arts Center 212884 50 TRI-COUNTY LAW ENFORCEMENT ASS Dues&Subscriptions Police 212604 47 MINNESOTA TROPHIES&GIFTS Operating Supplies Police 212647 46 SOBASKI,KENNETH AR Utility Water Enterprise Fund 212663 45 SUBURBAN CHEVROLET Equipment Parts Fleet Operating 212527 44 GARTON,EVERETT Operating Supplies Tennis 212680 44 UPS Postage Fire Check# Amount Vendor/Explanation Account Description Business Unit Explanation 212675 43 TRUEX,TOM AR Utility Water Enterprise Fund 212529 43 GENERAL REPAIR SERVICE Equipment Parts Water Treatment Plant 212470 42 CAO,KHOA AR Utility Water Enterprise Fund 212510 40 FAGNANT,SUSAN Instructor Service Outdoor Center 212640 40 ROONEY,PAUL&AUDREY Deposits Community Center Admin 212794 40 JOHNSON,ERIC Refunds Storm Drainage 212460 39 BLUE BOOK Operating Supplies Police 212515 38 FEELY,RICHARD AR Utility Water Enterprise Fund 212860 38 RIGID HITCH INCORPORATED Equipment Parts Fleet Operating 212516 38 FELKER,BARBARA Deposits-P&R Refunds Community Center Admin 212840 35 PASSPORT BEVERAGE Misc Taxable Den Road Liquor Store 212738 34 COMCAST Operating Supplies Fire 212671 33 TOMPSON,GARY AR Utility Water Enterprise Fund 212754 33 ENVIRONMENTAL EQUIPMENT&SERV Equipment Parts Fleet Operating 212851 29 PRIORITY COURIER EXPERTS Equipment Repair&Maint Fleet Operating 212544 28 HAASE,ROCHELLE&KENT Deposits-P&R Refunds Community Center Admin 212725 28 BJORNSTAD,DAWN Deposits-P&R Refunds Community Center Admin 212579 21 KUNTZE,JUNE Deposits-P&R Refunds Community Center Admin 212450 20 ANDERSON,KELLY M Deposits Community Center Admin 212496 20 DEANE,DEIRDRE Deposits Community Center Admin 212500 20 DOCKERY,LAURA Deposits Community Center Admin 212574 20 KALAIDIS,JENNIFER Deposits Community Center Admin 212633 20 QUINN ROTTI SANDRA Deposits Community Center Admin 212655 20 STANTON,DARRYL Deposits Community Center Admin 212701 20 WITTE,PAMELA Deposits Community Center Admin 212785 20 IVERSON,MARGARET Deposits-P&R Refunds Community Center Admin 212581 20 LANDS END CORPORATE SALES Clothing&Uniforms Police 212562 19 J H LARSON COMPANY Supplies-Electrical City Hall-CAM 212595 18 MICHAEL SMITH GROUP AR Utility Water Enterprise Fund 212523 15 FRAGALE,SHIRLEY Deposits Community Center Admin 212524 15 FRAZIER,GARRY Deposits Community Center Admin 212530 15 GERRISH,JOANNE Deposits Community Center Admin 212533 15 GOKE,CURTIS Deposits Community Center Admin 212546 15 HARRISON,MILTON Deposits Community Center Admin 212559 15 HUSABY,WILLIS Deposits Community Center Admin 212620 15 PEMBERTON,ROBERT Deposits Community Center Admin 212641 15 ROSS,KENNETH Deposits Community Center Admin 212657 15 STENSGAARD,STEVE Deposits Community Center Admin 212667 15 THAI,DINH Deposits Community Center Admin 212677 15 TYRA,CLAIRE Deposits Community Center Admin 212678 15 UHLER,KATHERINE Deposits Community Center Admin 212487 14 CONRADI,LEE Deposits-P&R Refunds Community Center Admin 212455 9 BECKMAN,HILLARY Deposits-P&R Refunds Community Center Admin 212584 7 LOPEZ,CARMEN Deposits-P&R Refunds Community Center Admin 2,843,399 Grand Total City of Eden Prairie Purchasing Card Payment Report 8/20/2011 Payment Amount Explanation Vendor Account Description Business Unit 193 US-Bolts,Watermain Repairs FASTENAL COMPANY Equipment Parts Water System Maintenance 617 US-Bolts,Watermain Repairs FASTENAL COMPANY Equipment Parts Water System Maintenance 197 US-Bolts,Watermain Repairs FASTENAL COMPANY Equipment Parts Water System Maintenance 718 US-Rebar for Overlay STORMS WELDING&MFG INC. Asphalt Overlay Street Maintenance 18 US-Soccer MENARDS Small Tools Park Maintenance 40 US-Tree Trimming Pole A TO Z RENTAL CENTER Equipment Repair&Maint Park Maintenance 28 US-Ball Park Supplies MENARDS Small Tools Park Maintenance 643 US-Axel Assembly-202 VIKING AUTO SALVAGE Equipment Parts Fleet Operating -54 US-#202 Credit VIKING AUTO SALVAGE Equipment Parts Fleet Operating 20 US-Red Hat Trip THREE RIVERS PARK DISTRICT Special Event Fees Red Hat 2,061 US-Green Fees DAHLGREEN GOLF CLUB Special Event Fees Senior Center Programs 4 US-Woodshop Supplies MENARDS Equipment Repair&Maint Senior Center Admin 18 US-BBQ Supplies WALMART COMMUNITY Operating Supplies Senior Center Programs 683 US-BBQ Supplies ANNIE'S CAFE Operating Supplies General Fund 8 US-BBQ Supplies RAINBOW FOODS INC. Operating Supplies Senior Center Programs 107 US-BBQ DAIRY QUEEN Operating Supplies Senior Center Programs 52 US-BBQ ANNIE'S CAFE Operating Supplies General Fund 59 US-BBQ ANNIE'S CAFE Operating Supplies Senior Center Programs -4 US-Woodshop Supplies MENARDS Equipment Repair&Maint Senior Center Admin 14 US-Woodshop Supplies MENARDS Equipment Repair&Maint Senior Center Admin 13 US-Bingo/Sr Ctr Supplies DOLLAR TREE STORES,INC. Operating Supplies Senior Center Admin 19 US-Sockets,Sr Ctr&Shop SEARS EDEN PRAIRIE Small Tools Park Maintenance 141 US-CB Crew MENARDS Repair&Maint.Supplies Storm Drainage 54 US-CB Trailer NAPA AUTO PARTS Repair&Maint.Supplies Storm Drainage 130 US-Curbstop Program FEDEX Printing Water System Maintenance 540 US-Water School,Carlon,Sulli MN AWWA Conference Expense Water System Maintenance 140 US-Batteries,Fabric Staples MENARDS Repair&Maint.Supplies Storm Drainage 35 US-Flying Cloud Expansion MENARDS Repair&Maint.Supplies Park Maintenance 26 US-Staples-Expansion MENARDS Repair&Maint.Supplies Park Maintenance 10 US-Chain&Hook for Jack OLSEN CHAIN&CABLE Operating Supplies Park Maintenance 54 US-Post-Jack NORTHERN TOOL&EQUIPMENT Operating Supplies Park Maintenance 82 US-Staff Meeting PANERA BREAD Operating Supplies Fire 11 US-Personal use,error CHIPOTLE Deposits Escrow 65 US-Kids Picnic Supplies PARTY CITY Operating Supplies Internal Events 229 US-Training Room Supplies OFFICE DEPOT CREDIT PLAN Training Supplies Fire 24 US-Training Room Supplies TARGET Operating Supplies Fire 164 US-Popcorn,Station Events DEUSTER COMPANY Operating Supplies Fire 20 US-Kitchen Supplies#1 TARGET Operating Supplies Fire 90 US-Welcome Lunch,Schmitz CUB FOODS EDEN PRAIRIE Operating Supplies Fire 21 US-Truck 120 Door Repair MENARDS Operating Supplies Street Maintenance 54 US-Hip Wader GANDER MOUNTAIN Operating Supplies Street Maintenance 282 US-Repair Parts BIG TOYS Repair&Maint.Supplies Staring Lake 3 US-Sympathy Card WALGREEN'S#5080 Operating Supplies Park Maintenance 265 US-Permit-Cty Trail Project HENNEPIN COUNTY PUBLIC WORKS-F Improvement Contracts CIP Trails 25 US-Training INTERNATIONAL ASSOCIATION OF A Conference Expense Fire 47 US-Used card in error PRIME MERIDIAN RESTRAUNT Deposits Escrow 32 US-Training D'AMICO AND SONS Operating Supplies Fire 530 US-Conference RAIL-VOLUTION.COM Conference Expense Planning 999 US-Software License CELLEBRITE USA CORP Miscellaneous IT Operating 16 US-Mobile Phone Minutes VERIZON WIRELESS Pager&Cell Phone Police 16 US-Mobile Phone Minutes VERIZON WIRELESS Pager&Cell Phone Police 15 US-Faraday Bag BK FORENSICS Miscellaneous IT Operating 80 US-Tape Measures MENARDS Small Tools Park Maintenance 29 US-Irrigation/Electrical HOME DEPOT CREDIT SERVICES Repair&Maint.Supplies Park Maintenance 3 US-Irrigation HOME DEPOT CREDIT SERVICES Repair&Maint.Supplies Park Maintenance 37 US-Flying Cloud Exp. MENARDS Operating Supplies Park Maintenance 16 US-Flying Cloud Exp. MENARDS Operating Supplies Park Maintenance 589 US-Parts-Lime dust collectors DWYER INSTRUMENTS,INC Equipment Parts Water Treatment Plant 5 US-Board Mtg Parking MPLSPARKING.COM Mileage&Parking Community Development Admin. 13 US-Training PINSTRIPES Conference Expense Community Development Admin. 192 US-GPS Locator BEST BUY Equipment Repair&Maint Fleet Operating 22 US-HR Manager Interviews OFFICEMAX CREDIT PLAN Training Supplies Organizational Services 145 US-Membership INTERNATIONAL PUBLIC MANAGEMEN Dues&Subscriptions Human Resources 286 US-Payroll Training AMERICAN PAYROLL ASSOCIATION Conference Expense Human Resources 365 US-IT Job Posting MONSTER INC Employment Advertising Organizational Services 93 US-Books for Captains BARNES&NOBLE Training Supplies Fire 15 US-Foundation Presentation COUNTRY KITCHEN Operating Supplies Fire 5 US-Office Supplies PARTY CITY Operating Supplies Fire Amount Explanation Vendor Account Description Business Unit 76 US-Homeowner Kit Supplies WALMART COMMUNITY Operating Supplies Fire 31 US-Books AMAZON.COM Training Supplies Fire 16 US-Books AMAZON.COM Training Supplies Fire 40 US-UB Online Processing PAYPAL INC Bank and Service Charges Utility Operations-General 40 US-UB Recurring Credit Card PAYPAL INC Bank and Service Charges Utility Operations-General 20 US-Epermit Web Security PAYPAL INC Equipment Repair&Maint IT Operating 3,223 US-July Bldg Surcharge DEPT OF LABOR&INDUSTRY Building Surcharge General Fund 796 US-July Bldg Surcharge DEPT OF LABOR&INDUSTRY Mechanical Surcharge General Fund 691 US-July Bldg Surcharge DEPT OF LABOR&INDUSTRY Plumbing Surcharge General Fund -94 US-July Bldg Surcharge DEPT OF LABOR&INDUSTRY Other Revenue General Fund 15 US-GFOA Meeting GOVERNMENT FINANCE OFFICERS AS Conference Expense Finance 99 US-Café Food RAINBOW FOODS INC. Merchandise for Resale Concessions 73 US-Café Food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 95 US-Café Food WALMART COMMUNITY Merchandise for Resale Concessions 40 US-Café Food KOWALSKI'S MARKET Merchandise for Resale Concessions 104 US-Café food RAINBOW FOODS INC. Merchandise for Resale Concessions 45 US-Café Food BRUEGGERS BAGEL Merchandise for Resale Concessions 3 US-Café Food HOLIDAY STATION STORES INC Merchandise for Resale Concessions -286 US-Return Shirts TARGET Clothing&Uniforms Concessions 345 US-Café Food WALMART COMMUNITY Merchandise for Resale Concessions 133 US-Vending machine SPORTS WORLD USA INC Merchandise for Resale Concessions 327 US-Under Bleacher Fencing BUILDERDEPOT.COM Operating Supplies Ice Rink#1 130 US-Fencing L BAR M RANCH PRODUCTS Operating Supplies Ice Rink#1 -130 US-Return Fencing L BAR M RANCH PRODUCTS Operating Supplies Ice Rink#1 127 US-Café Food WALMART COMMUNITY Merchandise for Resale Concessions 24 US-Supplies OFFICEMAX CREDIT PLAN Operating Supplies Ice Rink#1 4 US-Office Supplies OFFICE DEPOT CREDIT PLAN Operating Supplies Community Center Admin 50 US-Rink Guard Jackets NOKOMIS CLEANERS Operating Supplies Ice Rink#1 -311 US-Return Fencing BUILDERDEPOT.COM Operating Supplies Ice Rink#1 156 US-Café Food WALMART COMMUNITY Merchandise for Resale Concessions 41 US-Truck 714 MENARDS Repair&Maint.Supplies Sewer Liftstation 85 US-Subscription LBP*REALESTATECOMMGRP Dues&Subscriptions Economic Development 34 US-Meet&Greet Lunch BACKSTREET KITCHEN Miscellaneous Economic Development 26 US-Coffee for Meeting GARDEN ROOM FRATELLI'S GARDEN Dues&Subscriptions Economic Development 550 US-3CMA Conference PAYPAL INC Conference Expense Communications 481 US-Travel for 3CMA Conf. DELTA AIR Travel Expense Communications 317 US-Annual Membership IABC Dues&Subscriptions Communications 15 US-Annual Subscription APBOOKSTORE.COM Dues&Subscriptions Communications 124 US-Kitchen Supplies#4 TARGET Operating Supplies Fire 176 US-Council Workshop MILIO'S SANDWICHES Miscellaneous City Council 15 US-Council Workshop KOWALSKI'S MARKET Miscellaneous City Council 38 US-Lunch Meeting SENSIBLE LAND USE COALITION Miscellaneous Community Development Admin. 435 US-Conference R Case NATIONAL LEAGUE OF CITIES Conference Expense City Council 435 US-Conference S Wickstrom NATIONAL LEAGUE OF CITIES Conference Expense City Council 435 US-Conference R Getschow NATIONAL LEAGUE OF CITIES Conference Expense Administration 55 US-Sunshine Fund B Johnson BACHMANS CREDIT DEPT Deposits Escrow 176 US-Parks&Rec Lunch BOBBY&STEVE'S AUTO WORLD Miscellaneous Recreation Admin 118 US-Floorliner MACNEIL AUTOMOTIVE PRODUCTS Repair&Maint.Supplies General Fund 57 US-Tools for Crain Truck GARY CARLSON EQUIPMENT Small Tools Sewer System Maintenance 385 US-Replace Dead Plants AMBERGATE GARDENS Grounds Maintenance Utility Operations-General 136 US-Tools for Kids Week MENARDS Small Tools Park Maintenance 21 US-Insect Control Sr Ctr MENARDS Chemicals Park Maintenance 212 US-Equipment CENTRAL LANDSCAPE SUPPLY Equipment Repair&Maint Park Maintenance 61 US-Drain Tile,Stairway Beds MENARDS Operating Supplies Park Maintenance 37 US-Trimmer Heads PRAIRIE LAWN AND GARDEN Equipment Repair&Maint Park Maintenance 22 US-Mailbox MENARDS Operating Supplies Street Maintenance 28 US-Concrete Saw HOME DEPOT CREDIT SERVICES Operating Supplies Street Maintenance 127 US-Drain Cable&Fittings SERVICE SPRING CORP Repair&Maint.Supplies City Hall-CAM 62 US-Start Relays for Lift Stati EDEN PRAIRIE WINLECTRIC Equipment Parts Sewer Liftstation 15 US-Musical Arts Camp Supplies DOLLAR TREE STORES,INC. Operating Supplies Arts Center 28 US-Supplies for Art Camp MICHAELS-THE ARTS&CRAFTS S Operating Supplies Arts Center 8 US-Snacks for Art/Clay Campers RAINBOW FOODS INC. Operating Supplies Arts Center 5 US-Snacks for Art/Clay Campers RAINBOW FOODS INC. Operating Supplies Arts Center 33 US-Volunteer Database VOLGISTICS Other Contracted Services Recreation Admin 17 US-Clay Camp Supplies MICHAELS-THE ARTS&CRAFTS S Operating Supplies Arts Center 2 US-Imagination Class Supplies TARGET Operating Supplies Arts Center 15 US-B-Day Party Supplies DISCOUNT SCHOOL SUPPLY Operating Supplies Arts Center 219 US-Ink for Art Ctr Printer OFFICEMAX CREDIT PLAN Recreation Supplies Arts Center 14 US-Thank You Cards KOWALSKI'S MARKET Office Supplies Community Center Admin 12 US-Front Desk Supplies WALMART COMMUNITY Office Supplies Community Center Admin 14 US-B-Day Party Supplies MICHAELS-THE ARTS&CRAFTS S Operating Supplies Birthday Parties 11 US-Team Training Treats KOWALSKI'S MARKET Training Supplies Community Center Admin Amount Explanation Vendor Account Description Business Unit 240 US-Tape for Pickleball Courts FILMTOOLS Operating Supplies Gymnasium(CC) 440 US-Pots for Front of Building CENTRAL LANDSCAPE SUPPLY Capital Under$10,000 FF&E-Furn,Fixtures&Equip. 16 US-Mailing Postage UPS STORE,THE Office Supplies Community Center Admin 600 US-Conference for Steve Sinell IAAO Conference Expense Assessing 279 US-Travel for IAAO conference DELTA AIR Travel Expense Assessing 51 US-Anchors-Pioneer Park MENARDS Building Materials Park Maintenance 5 US-2x4 Pioneer Bang Boards HOME DEPOT CREDIT SERVICES Building Repair&Maint. Park Maintenance 8 US-Bee Spray MENARDS Operating Supplies Park Maintenance 8 US-Bee Spray MENARDS Operating Supplies Park Maintenance 12 US-Critter Food PETCO Operating Supplies Outdoor Center -144 US-Trip Cancelled RECREATION.GOV Deposits Escrow 14 US-Critter Food PETCO Operating Supplies Outdoor Center 5 US-Outdoor Center MENARDS Operating Supplies Outdoor Center 12 US-Critter Food PETCO Operating Supplies Outdoor Center 47 US-Year End Staff Party PAPA JOHNS PIZZA Operating Supplies Playgrounds 47 US-Year End Staff Party PAPA JOHNS PIZZA Operating Supplies Day Camp 51 US-Lake Riley Camp Supplies WALMART COMMUNITY Operating Supplies Day Camp 24 US-Cert.Paper OFFICE DEPOT CREDIT PLAN Operating Supplies Tennis 101 US-Riley Snack TARGET Operating Supplies Day Camp 3 US-Lake Riley WALGREEN'S#5080 Operating Supplies Day Camp 43 US-Valve#189 MENARDS Equipment Parts Fleet Operating 49 US-Saturday Night Out Program BRUNSWICK BOWLING LANES Special Event Fees Saturday Night Out 27 US-Staff Meeting KOWALSKI'S MARKET Operating Supplies Therapeutic Rec Admin 7 US-Teen Camp Program WALMART COMMUNITY Operating Supplies New Adaptive 24 US-Everyone Can Dance Program TARGET Operating Supplies CC-Leisure Education 11 US-Teen Camp Program WALMART COMMUNITY Operating Supplies New Adaptive 45 US-Everyone Can Dance Program TARGET Operating Supplies CC-Leisure Education 4 US-Everyone Can Dance Program CUB FOODS EDEN PRAIRIE Operating Supplies CC-Leisure Education 123 US-Beach Signs COMPLIANCESIGNS.COM Operating Supplies Riley Lake Beach 34 US-Office Supplies OFFICEMAX CREDIT PLAN Operating Supplies Riley Lake Beach 84 US-Team Building Shirts MICHAELS-THE ARTS&CRAFTS S Operating Supplies Aquatics&Fitness Admin 96 US-Lollipops for Lessons OLD TIME CANDY COMPANY Operating Supplies Oak Point Lessons 434 US-Conference Expense PRISM Conference Expense Aquatics&Fitness Admin 144 US-Staff Uniforms ADOLPH KIEFER&ASSOCIATES Clothing&Uniforms Pool Operations 136 US-Staff Uniforms ADOLPH KIEFER&ASSOCIATES Clothing&Uniforms Oak Point Operations 250 US-Monthly Licensing Fee SCW FITNESS Licenses,Permits,Taxes Fitness Classes 65 US-Display/Planners for EPCC OFFICE DEPOT CREDIT PLAN Operating Supplies Aquatics&Fitness Admin 160 US-Training Program TRAINER'S WAREHOUSE Training Supplies Police 22 US-Magazine Cap BROWNELLS INC. Training Supplies Police 32 US-Training Supplies YOYO DONUTS&COFFEE BAR Training Supplies Police 51 US-Gun Cleaning Supplies GANDER MOUNTAIN Training Supplies Police 35 US-Training Supplies YOYO DONUTS&COFFEE BAR Training Supplies Police 134 US-Gun Parts BRAVOCOMPANYUSA.COM Training Supplies Police 253 US-IT Supplies AMAZON.COM Computers IT Operating 142 US-Printer Toner DELL Operating Supplies Den Road Liquor Store 196 US-Remote Power Switch DATA PROBE INC Computers IT Operating 612 US-Camera Web Server-Mall STARDOT TECHNOLOGIES Computers IT Operating 27,487 Report Total CITY COUNCIL AGENDA DATE: SECTION: Community Development Director Report October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.C.1. Community Development: Encore Lease— 8022 Den Road Janet Jeremiah/David Lindahl (former Hollywood Video space) Requested Council Action: Move to: Approve a new lease between the City of Eden Prairie and Jeneka, LLC for a consignment retail store called Encore at a City owned commercial property located at 8022 Den Road. Synopsis: The enclosed lease is for a 2,638 square foot consignment retail store the City owned property located at 8022 Den Road, a space formerly leased to Hollywood Video. Encore is currently located at the Lariat Center next to green Mill and has been in business in Eden Prairie for about 20 years. The new store will be located next to Complete Nutrition as shown in the graphic below on page 2. The basic terms of the lease are as follows: Term: 7 years (w/option to renew) Rent: First Term Lease Rent Per Monthly Annual Total Year Sq. Feet Sq. Ft. Rent Rent Rent 1-2 2,638 $23 $5,056 $60,674 $121,348 3-5 2,638 $25 $5,496 $65,950 $197,850 6-7 2,638 $27 $5,936 $71,226 $142,452 Total $461,650 Option Term Option Lease Annual Total Year Sq. Ft Rent/SF Monthly Rent Rent 7-10 2,638 $29 $6,375 $76,502 $229,506 Tenant Improvements: Tenant will finish retail space Tenant Allowance: Landlord provides 54,417.00 ($21.50/sf) Broker Commissions: $3/square foot or$7,053 Landlord Work: Construct demising walls, remove carpet, and provide electrical service. Common Area Maintenance: Tenant pays Property Taxes/Insurance: Tenant Pays Background: The City built a liquor store at 8018 Den Road in 1998. Since the site allowed for a larger building then was needed for the liquor operation, additional space was added to the building and leased to Hollywood Video from 1998 to 2010. Approximately $1.3 million in rent was paid to the City by Hollywood Video over the term of their lease, which helped the City pay for the building and land(paid-off in 2008). The space became available after Hollywood Video went out of business in early 2010. The City retained Dick Ward of Equity Property Group to help find tenants for the space. Attachments: Lease Space layout: a 1 0 i ,a ELEC. R0011 a ICIhi+REo 110 SF COLk1bk ri4-1 , AREA R 1i S b x , bLiquorStore1--------- -- ------------------- --__ D I f COUFLEIF HIJIRITION � l�\ . ,/ rsa,�r,,,, 1.400 S.F. _� -1\\ts, / 80 • — - — DEN RD Encore Space EDEN N11{ y / // PRAIRJ , ' 4457 (primary space) f.,x� NY* +181 (shared common area) Fj.7/`.` 2,638 Total Leasable � � ME � ,� — r i ir • ,H_ Kr- i I R I. LEASE AGREEMENT SHOPPING CENTER: EDEN PRAIRIE LIQUOR STORE LOCATION: 8020 DEN ROAD,EDEN PRAIRIE,MINNESOTA 55344 LANDLORD: CITY OF EDEN PRAIRIE TENANT: JENEKA,LLC dba: Encore Consignment Boutique 14789 Blakeney Rd Eden Prairie,MN 55347 612-868-4661 Kay Marie Nordbye/Sole Member Owner 14789 Blakeney Rd Eden Prairie,MN 55347 LEASE AGREEMENT THIS LEASE AGREEMENT(this"Lease")is made as of this 4th day of Ocotber,2011,by and between City of Eden Prairie, MN ("Landlord"), with its principal office at 8080 Mitchell Road Eden Prairie, MN 55344 and Jeneka LLC,("Tenant"),d/b/a Encore Consignment Boutique,with its principal office at 14789 Blakeney Rd Eden Prairie,MN 55347. ARTICLE I. GRANT AND TERM Section 1.01-Premises: Landlord hereby leases to Tenant for the term and upon the covenants hereinafter set forth, approximately 2,531 square feet of floor area(the"Premises")in the shopping center commonly known as the Eden Prairie Liquor Store Shopping Center in Eden Prairie (the"Shopping Center"or the "Project"). The Premises are located at 8020 Den Road and are cross-hatched on the site plan[of the Shopping Center] attached hereto and made a part hereof as Exhibit "A". The exact square footage in the Premises shall be determined by Tenant's and Landlord's architect. Such square footage shall be measured from the mid-line of interior walls and the exterior part of exterior walls,and shall include the totality of the area within such boundaries, including any mezzanines. In the event the square footage, as determined by Tenant's and Landlord's architect, differs from the square footage set forth above, the Minimum Rent to be paid by Tenant as set forth in Article II [and the respective Break Point] shall be adjusted after the exact square footage is determined. Section 1.02-Site Plan: Exhibit"A"sets forth the general layout of the Shopping Center. Landlord has the reasonable right to alter (a)any of the stores within the Shopping Center excluding the Premises, (b)the Common Areas (herein defined) or (c)any other aspect of the Shopping Center with notice to Tenant;provided,however,no change shall decrease the parking ratio to less than required for zoning or materially or visibly alter access to or visibility of Premises or Tenant's signage. This Lease is subject to all applicable building restrictions, planning and zoning ordinances, governmental rules and regulations, and all other encumbrances, restrictions and easements affecting the Shopping Center and the terms and provisions of certain declarations, reciprocal easement and operating agreements now or hereafter affecting the Shopping Center. Section 1.03-Term: The term of this Lease shall be for a period of Seven(7)Lease Years commencing on: (i)the expiration of a ninety (90) day period (the "Fixturing Period") after the "Delivery Date" (herein defined), provided that Tenant has obtained all necessary permits,which Tenant covenants and agrees to diligently pursue,or(ii)the date on which Tenant shall open for business at all or any part of the Premises,whichever occurs first(the"Term Commencement Date"), and expiring at midnight on the last day of the month in which the [lease term] anniversary of the Term Commencement Date occurs, unless sooner terminated in accordance with the provisions hereof(the "Expiration Date"). The term"Lease Year" as used in this Lease shall be defined to mean each successive twelve (12) month period commencing on the Term Commencement Date. If the term commences on a day other than the first day of the month,then the first Lease Year shall be extended for such a fractional month. All subsequent Lease Years shall continue for twelve(12) calendar months thereafter, except that the last Lease Year shall terminate on the date this Lease is terminated. Within thirty (30) days after request by Landlord, Landlord and Tenant shall enter into a supplemental agreement prepared by Landlord which affirms the Delivery Date, Term Commencement Date, and the Expiration Date. Section 1.04—Option to Renew: Tenant shall have an option to renew this Lease for an additional three(3)years provided Tenant shall give Landlord at least six (6)months written notice prior to the expiration of the original term. The Minimum Rent for the option period shall be $29.00 per square foot per year which totals $76,502 as Minimum Annual Rent and $6,375 as Minimum Monthly Rent. A-1 Section 1.05—Right of First Refusal: Throughout the term of this Lease, on each occasion upon which any portion of the Shopping Center of which the Premises are a part(hereinafter called the"Space")shall become available for lease,Tenant shall have the first option to lease the Space upon the same terms and condition,including but not limited to Minimum Rent,as are contained in this Lease including the term of this Lease and all extensions. Lessor hereby agrees that it shall not offer the Space for lease nor engage with any prospective tenants in negotiations for the leasing of the Space without first offering the Space to Lessee for lease consideration. The option period shall be thirty (30) days ("Option Period") and shall commence upon the receipt of written notice to Tenant from Landlord advising Tenant of the availability of the Space. Tenant may exercise this option by giving written notice to Landlord during the Option Period of its acceptance or its non-acceptance of the Space. In the event Tenant exercises the option, Tenant and Landlord shall execute an amendment to this Lease reflecting the expansion of the Premises by the addition of the Space and the starting date for the Tenant's right to occupy the Space. ARTICLE II. RENT Section 2.01—Minimum Rent: Commencing on the Term Commencement Date and continuing during the entire term of this Lease, Tenant shall pay annual"Minimum Rent"for the Premises payable to Landlord,without demand,deduction, set-off or counterclaim, in equal installments (the "Monthly Minimum Rent")in advance, on or before the first(1st) day of each month,as follows: Lease Rent Per Monthly Annual Total Year Sq.Feet Sq.Ft. Rent Rent Rent 1-2 2,638 $23 $5,056 $60,674 $121,348 3-5 2,638 $25 $5,496 $65,950 $197,850 6-7 2,638 $27 $5,936 $71,226 $142,452 Complete Term $461,650 Option Term Option Lease Annual Total Year Sq.Ft Rent/SF Monthly Rent Rent 7-10 2,638 $29 $6,375 $76,502 $229,506 The first installment of Minimum Rent shall be paid upon the Term Commencement Date. If the Term Commencement Date occurs on other than the first(1st)day of a month,Minimum Rent shall be prorated on a daily basis on the basis of a thirty(30)day month. Section 2.02-Payments by Tenant: Unless otherwise stated, all sums of money or charges payable to Landlord from Tenant by this Lease, other than Minimum Rent and Percentage Rent,are defined as"Additional Rent"and are due on the first day of each month with the payment of Minimum Rent, without any deductions, set-offs or counterclaims, and failure to pay such charges carries the same consequences as Tenant's failure to pay Minimum Rent or Percentage Rent. All payments and charges required to be made by Tenant to Landlord hereunder shall be payable in coin or currency of the United States of America, at the address indicated herein. No payment to or receipt by Landlord of a lesser amount than that amount required to be paid hereunder shall be deemed to be other than on account of the earliest amount of such obligation then due hereunder. No endorsement or statement on any check or other communication accompanying a check for payment of any amounts payable hereunder shall be deemed an accord and satisfaction, and Landlord may accept such check in payment without prejudice to Landlord's right to recover the balance of any A-2 sums owed by Tenant hereunder. In the event Landlord bills Tenant for any charge hereunder and within ninety (90) days of receipt of the same Tenant does not provide Landlord with notice that it disputes such charge, then Tenant waives any further right to dispute such charge. Section 2.03-Security Deposit: Lessee shall submit to Lessor upon the execution of this agreement a financial security deposit in the amount of Four Thousand Eight Hundred Fifty One dollars ($5,056). Said financial security deposit may be drawn upon by Lessor to cover any and all costs associated with Lessee's failure to comply with conditions and/or requirements as set forth in this agreement. Within thirty (30) days of any lease termination, Lessor shall remit financial security deposit to Lessee less any withdrawals as deemed appropriate by Lessor. Section 2.04-Late Charge: In the event any sums required hereunder to be paid are not received by Landlord on or before the date the same are due, then, Tenant shall immediately pay, as Additional Rent, a service charge equal to Fifty and no/100 Dollars ($50.00). In addition, interest shall accrue on all past due sums from the due date thereof at an annual rate equal to one percent (1%) per month. Such interest shall also be deemed Additional Rent. Notwithstanding this service and interest charge,Tenant shall be in Default if all payments required to be made by Tenant are not made at or before the times herein stipulated. ARTICLE III. PREPARATION OF PREMISES Section 3.01—Landlord's Work: Landlord, at its expense, shall construct the Premises in accordance with the work described in Exhibit "B" ("Landlord's Work"). Section 3.02-Delivery Date: (a) Landlord shall give Tenant written notice of the date on which Landlord's Work will be substantially completed and the Premises will be available to Tenant for the performance of Tenant's Work. Tenant agrees to take physical possession of the Premises and begin its work under Section 3.03 on the date Landlord tenders possession of the Premises to Tenant. The date on which the Premises have been delivered to Tenant shall be the "Delivery Date", and from and after the Delivery Date Tenant agrees to diligently perform Tenant's Work to completion. If the Premises are not delivered to Tenant within 14 days from the date of this Lease,Landlord and Tenant shall have the option, to terminate this Lease upon prior written notice to the other party and, in such event, this Lease shall thereafter be null and void and of no further force or effect, and any money or security deposited hereunder shall be returned to Tenant and thereafter neither party shall have any further liability to the other, either for damages or otherwise,by reason of such termination as though this Lease had not been executed in the first instance. Under no circumstances shall Landlord be liable to Tenant in damages for any delay in commencing or completing the Premises,or for a total failure to complete same or for a failure to deliver same. (b) Tenant hereby expressly agrees that the entry or occupancy of the Premises by Tenant or Tenant's agents or contractors prior to the date herein fixed for the Term Commencement Date shall be governed by and shall be subject to all of the terms and provisions of this Lease, and Tenant shall observe and perform all its obligations under this Lease, but excepting its obligations to pay for temporary utilities, Minimum Rent, Common Area Expenses, Taxes, Insurance, from the date upon which the Premises are made available to Tenant for its work (or from the date when Tenant commences to perform Tenant's Work,if earlier)until the Term Commencement Date. Section 3.03-Tenant's Work: (a) Other than work to be completed by Landlord pursuant to Section 3.01, all work is to be performed by Tenant,at its sole expense, ("Tenant's Work")in accordance with Exhibit"C",which work shall include any and all fixturing work necessary and desirable for the operation of Tenant's business. All entry into the Premises and work done by Tenant shall be at Tenant's risk. Tenant shall prepare and submit to Landlord store design and working drawings of Tenant's Work. In the event Tenant's plans and specifications, in Landlord's reasonable judgment, are inconsistent with the terms of this Lease and/or would subject Landlord to additional costs or expenses in the A-3 performance of Landlord's Work, and/or would provide for or require any installation or work which is or might be unlawful or create an unsound or dangerous condition or adversely affect the structural soundness of the Premises or the building of which the same forms a part, and/or would interfere with the use and enjoyment of any adjoining space in the building in which the Premises are located, then, in the event Landlord determines that Landlord and Tenant are unable to agree upon store design drawings and/or working drawings,Tenant shall have the option,upon ten (10) days' written notice to Landlord to declare this Lease null and void and of no further force and effect, in which event this Lease shall terminate. All work performed by Tenant shall be subject to Landlord's prior written approval (which shall not be unreasonably withheld or delayed) and shall be in accordance with good construction practices, all applicable laws, codes, ordinances,regulations, and insurance requirements and Landlord's reasonable rules and regulations. No material deviations from the final plans and specifications, once approved by Landlord, shall be permitted without Landlord's additional approval. Tenant shall obtain, at Tenant's sole expense, all certificates and approvals which may be necessary so that a certificate of occupancy for the Premises may be issued. Upon the issuance of the certificate of occupancy, a copy thereof shall be immediately delivered to Landlord. Except for Landlord's Work, Tenant shall ready the Premises for the opening of Tenant's business by the Term Commencement Date. (b) Tenant Allowance. Landlord shall furnish to Tenant a "Tenant Allowance" in the amount of $56,717.00 ($21.50*2,638 square feet) within thirty (30) days after the date Tenant opens for business with the public at the Premises and Landlord has received all of the following in a form reasonably acceptable to Landlord: (1) a request for payment of the Tenant Allowance from Tenant; (2) full and final lien releases from the general contractor and all subcontractors; (3) a sworn construction statement from the general contractor referencing the total costs incurred in designing, engineering and constructing Tenant's Work; (4) a certificate of occupancy or other similar documentation from the City of Eden Prairie; (5) a written statement from Tenant's architect or contractor that Tenant's Work is substantially completed in accordance with Tenant's Plans; (6) evidence that Tenant has corrected all punch list items to the satisfaction of Landlord; and (7) evidence that any costs incurred in designing, engineering and constructing Tenant's Work in excess of the Tenant Allowance have been paid by Tenant. Notwithstanding the above, Landlord shall not be obligated to pay the Tenant Allowance as long as Tenant has failed to perform or comply with any term or condition of this Lease. Landlord shall be permitted to offset against the Tenant Allowance any amounts past due to Landlord by Tenant under this Lease. (c) Reimbursement of Tenant Allowance on Default by Tenant. In the event that Tenant is in default under this Lease and Tenant fails to cure such default for period of thirty (30) days and this Lease is terminated, Tenant shall immediately reimburse to Landlord the amount of the unamortized balance of the Tenant Allowance calculated on a straight-line basis over the Lease Term. The amount of the unamortized balance of the Tenant Allowance reimbursed to Landlord shall be calculated in accordance with the formula R = TA x (RM/84)where "R" is the amount to be reimbursed to Landlord by Tenant,where "TA" is the total amount of the Tenant Allowance, where"RM" is the number of months remaining from the date of default through the Expiration Date of the initial Lease Term rounded up to the larger number of months. "84" is the total number of months in the initial lease term. For purposes of this provision only, the date of default shall be deemed to be a date that is thirty (30) days after Landlord gives notice of default to Tenant. Landlord shall have the right to reimbursement under this Section in addition to all other remedies available under this Lease or at law or in equity. Section 3.04-Alterations by Tenant: (a) During the term of this Lease, Tenant may not make any exterior or structural alterations to the Premises without the prior written consent of Landlord which consent shall not be unreasonably withheld or delayed. In addition, Tenant shall not make any interior alterations, except for alterations to the decor of the Premises provided such alterations affect color or merchandising aspects of the interior only, without giving prior written notice to Landlord and Landlord giving Tenant its written consent therefore. Any such alterations shall be performed in a good and workmanlike manner and in accordance with applicable legal and insurance requirements and the terms and provisions of this Lease. (b)In the event that any mechanic's lien is filed against the Premises or Shopping Center as a result of any work or act of Tenant,Tenant,at its expense, shall discharge or provide security acceptable to Landlord within sixty (60) days from the filing thereof. If Tenant fails to discharge or provide such security regarding said mechanic's A-4 lien, Landlord may bond or pay without inquiring into the validity or merits of such lien and all sums so advanced shall be paid to Landlord as Additional Rent. (c) Prior to the commencement of any work by Tenant, Tenant shall obtain public liability and workers' compensation insurance to cover every contractor to be employed by Tenant, and shall deliver duplicate originals of all certificates of such insurance to Landlord for written approval. (d)If,in an emergency,it shall become necessary to make repairs required to be made by Tenant,Landlord may reenter the Premises and proceed to have such repairs made and pay the costs thereof. Tenant shall pay Landlord the costs of such repairs as Additional Rent. ARTICLE IV. CONDUCT OF BUSINESS Section 4.01-Use and Trade Name: (a) Tenant shall use and occupy the Premises for the following purpose only, and for no other purpose whatsoever, the consignment retail sale of new and used women's clothing,shoes and accessories. (b) If any governmental license or permit shall be required for the proper and lawful conduct of Tenant's business or other activity carried on in the Premises, or if a failure to procure such a license or permit might or would in any way adversely affect Landlord or the Shopping Center, then Tenant, at Tenant's expense, shall duly procure and thereafter maintain such a license or permit and submit the same for inspection by Landlord. Tenant,at Tenant's expense,shall,at all times,comply with the requirements of each such license or permit. (c) Tenant shall operate its business from the Premises under the following trade name: Encore Consignment Boutique. (d) During the term of this Lease, as renewed,the Landlord agrees that it will not lease any portion of the Shopping Center to any tenant that sells any clothing items, shoes and/or accessories without written permission from the Tenant and any lease signed by any other tenant shall specifically acknowledge the exclusivity of the Tenant to sell clothing items. Section 4.02-Utilities natural gas, electricity,sewer, water, garbage-CAM In the event utilities to the Premises are separately metered, Tenant shall pay directly to the public utility companies the cost of any and all such utility services. In the event that Landlord supplies or pays for any such utilities, then as Additional Rent, Tenant shall reimburse Landlord for the same. In the event, for any reason whatsoever, any particular utility is not separately metered, then, and in that event, Tenant shall be responsible for its share based upon the formula that Landlord, in its reasonable discretion with consultation with Tenant, deems appropriate. Landlord shall not be liable to Tenant for damages or otherwise (i) if any utilities shall become unavailable from any public utility company,public authority or any other person or entity supplying or distributing such utility, or (ii) for any interruption in any utility service (including, but without limitation, any heating, ventilation or air conditioning) caused by the making of any necessary repairs or improvements or by any cause beyond Landlord's reasonable control unless Landlord's negligence, interference or intentional act causes the unavailability or interruption. Section 4.03-Sign: (a) Premises Building Signs. Tenant shall install and maintain one (1) sign affixed to the front of the Premises in a location, size and style reasonably approved by Landlord and may install such other signs in a location, size and style reasonably approved by Landlord as are permitted by the City of Eden Prairie City Code. Notwithstanding Landlord's approval and/or the terms of this Lease, Tenant's sign shall conform to all applicable legal, zoning, and insurance requirements and limitations. Tenant shall pay for all costs in connection with such sign and shall be responsible for the cost of proper installation and removal thereof and any damage caused to the Shopping Center and/or Premises thereby. In the event Landlord deems it necessary to remove such sign (for example, to perform repairs to the Premises, Common Areas or other parts of the Shopping Center), then Landlord shall have the right to do so,provided,however,Landlord shall replace said sign as soon as practicable at Landlord's A-5 sole cost. Any interior signs must be tasteful and shall be prepared in a professional manner(not hand-lettered). (b) Pylon Sign. Tenant may install one sign panel within the pre-finished black cabinet attached to the Eden Prairie Liquor store pylon sign. The cabinet and Tenant's sign on the panel shall be in a location,size and style reasonably approved by Landlord. Tenant must pay pylon sign cost of $1,243, plus cost of sign panel and installation which tenant will coordinate with sign company of its choosing. Section 4.04—Tenant's Warranties: Tenant warrants,represents, covenants and agrees to and with Landlord, that throughout the term hereof it shall: (i)keep the Premises and any platform or loading dock used by Tenant in a neat and clean condition, (ii)pay, before delinquent,any and all taxes,assessments and public charges imposed upon Tenants business or fixtures,and pay when due all fees of similar nature, (iii) observe all rules and regulations established by Landlord for tenants in the Shopping Center,(iv)not use any advertising medium or sound devices inside the Premises which may be heard outside the Premises, or permit any objectionable odors to emanate from the Premises, (v) operates its business in compliance with all laws, rules and regulations, (vi) not use or permit the use of any part of the Premises for the sale,rental, display or operation of amusement, electronic, video machines, games, cassettes or devices without the prior written consent of Landlord or allow the sale or offering of any lottery or raffle tickets except for occasional fundraisers for charitable organizations, subject to compliance with statutes and rules of the State of Minnesota governing gambling,or permit any form of games of chance or gambling,in any form,without such similar consent, (vii) not commit or suffer to be committed any waste upon the Premises, not place a load upon any floor of the Premises which exceeds the floor load per square foot area which such floor was designated to carry, and not commit or suffer to be committed any nuisance or other act or thing which may disturb the quiet enjoyment of any other occupant or tenant of the Shopping Center. Section 4.05-Hazardous Materials: Tenant agrees that except for de minimus amounts used in the ordinary course of Tenant's business operation and at all time in compliance with applicable laws, it will not use,permit,hold,release or dispose of any Hazardous Material(defined hereinafter)on,under or at the Premises or the Shopping Center and that it will not use or permit the use of the Premises or any other portion of the Shopping Center as a treatment, storage or disposal (whether permanent or temporary) site for any Hazardous Material. Tenant further agrees that it will not cause or allow any asbestos to be incorporated into any improvements or alterations which it makes or causes to be made to the Premises. Tenant hereby holds Landlord harmless from and indemnifies Landlord against any and all losses, liabilities, damages, injuries, costs, expenses, fines, penalties, and claims of any and every kind whatsoever (including,without limitation, court costs and attorneys' fees)which at any time or from time to time may be paid, incurred or suffered by, or asserted against Landlord for,with respect to, or as a direct or indirect result of a breach by Tenant of the foregoing covenants. For purposes of this Lease, "Hazardous Material" means and includes any hazardous substance or any pollutant or contaminant defined as such in (or for purposes of) the Comprehensive Environmental Response,Compensation,and Liability Act,any so-called"Superfund"or"Superlien"law,the Toxic Substances Control Act, or any other Federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect, or any other hazardous, toxic or dangerous,waste, substance or material. ARTICLE V. COMMON AREA Section 5.01-Definition: The term "Common Areas" shall mean the interior and exterior areas and facilities within the Shopping Center, which are: (i)not leased to a tenant, or(ii)by nature not leasable to a tenant for the purpose of the sale of merchandise or the rendition of services to the general public. Common Areas shall include but shall not be limited to all parking areas and facilities,roadways,driveways,entrances and exits,truck service ways and tunnels,utilities, water filtration and treatment facilities, retention ponds or basins located within or outside the Shopping Center, retaining and exterior walls, sidewalks, open and enclosed malls, outside courts, landscaped and planted areas, escalators, stairways, elevators, service corridors, service areas, loading docks, hallways, public restrooms, community rooms or areas,roofs, equipment, signs and any special services provided by Landlord for the common A-6 or joint use and benefit of all tenants in the Shopping Center,their employees,customers and invitees. Section 5.02-Use: During the term of this Lease Tenant is granted, subject to Landlord's rules and regulations promulgated by Landlord from time to time, the nonexclusive license to permit its customers and invitees to use the sidewalks, customer parking areas, the entrance and exit ways designated by Landlord for access and egress to and from the Premises from a public street or highway. Notwithstanding anything contained in this Lease to the contrary, Landlord shall have the right, at any time and from time to time, without notice to or consent of Tenant, to change the size, location, elevation and nature of any of the stores in the Shopping Center or of the Common Areas, or any part thereof, including, without limitation, the right to locate and/or erect thereon kiosks, structures and other buildings and improvements of any type; provided, however, no such change shall (a) unreasonably restrict or interfere with the operation of Tenant's business or(b)reduce the number of parking spaces or access drives to cause the Shopping Center not to comply with all applicable laws,rules and ordinances. Section 5.03-Common Area Expenses: Landlord agrees, subject to events beyond its reasonable control,to maintain and keep in good service and repair the Common Areas. The manner in which such areas and facilities shall be maintained, managed and operated, and the expenditures therefore, shall be at the sole discretion of Landlord and the use of such areas and facilities shall be subject to such reasonable rules and regulations as Landlord shall make from time to time. Starting with the Term Commencement Date and continuing throughout the entire term of this Lease, Tenant shall pay, as Additional Rent, the Common Areas expenses (the "Common Area Expense"). During the first full or partial calendar year of the term of this Lease,Tenant's Common Area Expense,not including taxes payable directly by Tenant pursuant to Section 7.02, is estimated to be $4.45 per square foot of the Premises per year, to be paid in advance,in equal monthly installments on or before the first day of each month. Tenant shall,for the entire Term of this Lease, and without any abatement, set-off or deduction therefrom, pay to Landlord as additional rent its Pro Rata Share, as hereinafter defined, of all costs which Landlord may incur in maintaining and operating the entire Project. Said costs shall be referred to herein as "Operating Costs" and are hereby defined with respect to any calendar year to include but not be limited to the following costs incurred by Landlord in such calendar year with respect to the project: all real estate taxes and installments of special assessments which shall accrue or become a lien against, or are payable in respect of, any part of the Project during the Term of this Lease; all other governmental impositions relating to the Project, including but not limited to amounts payable under assessment agreements; the costs of heat, cooling,utilities, insurance, security, landscaping,janitorial and cleaning services; all employment costs including salaries, wages and fringe benefits; all management fees, including expenses reimbursable to any manager and rental of property management office;fees for professional services;charges under maintenance and service contracts; all supplies purchased for use in the Project; all maintenance and repair costs; any equipment rental; amortization of the cost of capital improvements made subsequent to the date of this Lease(i) to reduce Operating Costs or limit increases therein, or(ii)required by Landlord's insurance carrier or(iii)required by any law, rule, regulation or order of any governmental or quasi-governmental authority having jurisdiction; and any and all other costs of operation,whether ordinary or extraordinary. Operating Costs shall not include direct out- of-pocket costs of the following: leasing commissions and costs of marketing; the cost of constructing leasehold improvements;payments of principal and interest on any mortgages, deeds of trust or other encumbrances upon the Project;the capital cost of the Project or any depreciation or amortization thereof except as provided above;the cost of any items for which Landlord is directly reimbursed by insurance proceeds,condemnation awards,a tenant of the Project or the like; wages, salaries or other compensation paid to executive employees of Landlord or the property manager ranking above the highest-ranking, on-site employee;costs associated with the operation of the business of the entity which constitutes Landlord,which costs are not directly related to maintaining or operating the Project(by way of example, the formation of the entity, internal accounting and legal matters, including but not limited to preparation of tax returns and financial statements and gathering of data therefore, costs of defending any lawsuits related to maintaining or operating the Project, costs of selling, syndicating,financing,mortgaging or hypothecating any of Landlord's interest in the Project, and costs of any disputes between Landlord and its employees); any expense representing an amount paid for products or services (other than overall property management)to a person or entity relating to or affiliated with Landlord which is in excess of the fair market value of such services and products; fees incurred in disputes with tenants; costs of remediation of Hazardous Materials which are (i) in or on the Project as of the date of this Lease and which are classified as Hazardous Materials as of the date of this Lease A-7 under laws in effect as of the date of this Lease,or(ii)which are subsequently brought onto the Project by Landlord or with the express consent of Landlord and which are on the date of their introduction onto the Project classified as Hazardous Materials under laws in effect as of the date of such introduction,excluding in the case of both(i)and(ii) above, lawful use and disposition of reasonable quantities of supplies used in the ordinary course of operation and maintenance of like projects. Landlord shall not be responsible for cleaning the restrooms and hallway identified on Exhibit A or any cost associated therewith. The responsibility and cost for such cleaning shall be solely the responsibility of Tenant except for such times during the term hereof as there is or are additional tenant(s) in the space(s)identified on Exhibit A hereto.At such times the Tenant and other tenants occupying the additional space(s) identified on Exhibit A shall share equally in such responsibility and cost so that whenever there is one additional tenant the costs to each shall be'/2 and whenever there are two additional tenants the cost to each shall be 1/3. At no time shall Landlord bear any portion of the cost of cleaning the restrooms and hallway, either as Landlord or as an occupant of a space in the Shopping Center or to the Eden Prairie Liquor Store. In the event the restrooms and hallway are not cleaned to the satisfaction of Landlord or if one or more of the tenants request that the Landlord take over the cleaning,the Landlord may take over responsibility for cleaning the restrooms and hallway. For purposes of allocating the cost of such cleaning to the Operating Expenses,the allocation of the expense shall be the same as provided immediately above in this Section 5.03 for the division of the expenses between the tenants when the tenants were responsible for the cleaning. In no event shall any portion of the cost of cleaning the restrooms and hallway be assigned in the Operating Costs to the Landlord either as Landlord or as an occupant of a space in the Shopping Center or to the Eden Prairie Liquor Store. 5.04 As frequently hereafter as Landlord shall deem appropriate,Landlord may give Tenant notice of Landlord's estimate of Operating Costs for the then-current calendar year ("Estimated Operating Costs"). Tenant shall pay on the first day of each calendar month during the Term, as additional rent hereunder, one-twelfth (or rentable portion thereof for partial months)of Tenant's Pro Rata Share of Estimated Operating Costs. 5.05 Tenant's "Pro Rata Share" is 0.484%,which is calculated as follows: a fraction,the numerator of which is the Rentable Area of the Premises which is 2,531 square feet,and the denominator of which is the Rentable Area of all areas in the Project designated by Landlord for lease, excluding separately leased storage and parking areas, which is 5,227 square feet. 5.06 Within a reasonable time after the expiration of each calendar year, not to exceed 90 days, Landlord shall submit to Tenant a statement setting forth the actual Operating Costs of the Project for such calendar year("Actual Operating Costs"), (a) Tenant's Pro Rata Share of Actual Operating Costs, and (b) the aggregate of Tenant's payments of Estimated Operating Costs for such year. Within thirty days after the delivery of such statement (including any statement delivered after the expiration or termination of the Term of this Lease),the party in whose favor the difference,if any,between(a)and(b)exists shall pay the amount of such difference to the other;provided, however, that overpayments by Tenant may at Landlord's option be credited against future payments of Estimated Operating Costs except with respect to the last year of the Term. Landlord's books and records relating to Actual Operating Costs for any particular calendar year shall be available for inspection by Tenant, during the 90 day period following delivery of Landlord's statement with respect to such year,and during normal business hours upon prior appointment at Landlord Address set forth hereinabove or such other address within the metropolitan area as designated by Landlord in notice to Tenant. Each statement furnished by Landlord hereunder shall constitute a final determination upon Tenant unless Tenant shall within 90 days after delivery thereof give written notice to Landlord that Tenant disputes the accuracy thereof, which notice shall specify in reasonable detail the inaccuracies of the statement. 5.07 Landlord may at its option by 30 days written notice to Tenant change its accounting year hereunder from the calendar year to a fiscal year, making such adjustments from the end of the last calendar year to the commencement of the first full fiscal year as shall be appropriate pursuant to generally accepted accounting principles. Upon such change, references in this Section 5 to a calendar year shall be deemed to be references to a fiscal year. A-8 ARTICLE VI. REPAIRS AND MAINTENANCE Section 6.01—Landlord's Obligations: Landlord shall make, at Landlord's sole cost and expense, all repairs and perform all maintenance work that is necessary in order to keep the Common Areas,the Premises and equipment servicing the Premises, including but not limited to all utilities,the sprinkler system,if any,and the heating,ventilating and air conditioning unit(s),in good order and repair and in a safe and dry tenantable condition and in compliance with all regulations, codes and ordinances, including keeping in good repair the parking lot, sidewalks, sewer and water lines outside the Premises and the structural supports,inclusive of the roof,foundation,and demising walls of the Premises. Section 6.02—Tenant's Obligations: Except as stated in Section 6.01, Tenant, at its expense, shall provide trash storage and removal services regardless of the location of any storage and removal facilities, except that if Landlord, in its sole discretion, shall provide trash services, then, in such event, Tenant shall be obligated to use and pay Landlord for the same as Additional Rent(Tenant's proportionate share of such trash storage and removal service costs shall be determined,at Landlord's option, either (aa) by multiplying such trash storage and removal service costs by a fraction, the numerator of which shall be the total square footage of the Premises, and the denominator of which shall be the average total gross leased and occupied square footage in the Shopping Center for the applicable billing period, excluding space occupied by or available for Major Tenants, or (bb) on the basis of a separate metering or monitoring of Tenant's use of such services or facilities).the Tenant's Pro Rata Share. Notwithstanding any contrary provision of this Article VI, Tenant, at its expense, shall make any and all repairs to the Premises as may be necessitated by any break-in, forcible entry or other trespass into or upon the Premises,regardless of whether or not such entry and damage is caused by the negligence or fault of Tenant or occurs during or after business hours except to the extent caused by Landlord's negligence. ARTICLE VII. REAL ESTATE TAXES Section 7.01-Liability: Starting with the Term Commencement Date and continuing throughout the entire term of this Lease, Tenant shall pay Landlord, except as provided in Section 7.02 below, as Additional Rent, Tenant's proportionate share of Taxes, as hereinafter defined, for each tax year. The term "Taxes" means the total of all taxes and assessments, general and special, ordinary and extraordinary, real and/or personal, foreseen and unforeseen, including assessments for public improvements and betterments,assessed,levied or imposed with respect to the land and improvements included within the Shopping Center, any tax or surcharge of any kind or nature with respect to the parking areas or the number of parking spaces in the Shopping Center including without limitaton all taxes payable pursuant to Minnesota Statutes Section 272.01, Subd. 2. For purposes of determining Taxes, the term Shopping Center or Project shall be deemed to include any land upon which parking facilities,berms, landscaping, lighting and/or off-site sewer and utility systems(including drainage and flood control and retention ponds) serving the Shopping Center are located,with all improvements situated thereon,provided however that once any such area, or portion thereof,is sold by Landlord,then such area,or portion thereof,would no longer be so included. The term "Taxes"also includes all costs reasonably incurred in any proceeding brought by Landlord to reduce said Taxes. If at any time during the term of this Lease, the present method of taxation shall be changed so that in lieu of or in addition to the whole or any part of any Taxes levied, assessed or imposed on real estate and the improvements thereon or imposed upon any personality used in connection therewith or upon the collection of rents or other sums due hereunder,there shall be levied,assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents for the present or any future building or buildings in the Shopping Center, then all such taxes, assessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term "Taxes" for the purposes hereof. Tenant's proportionate share of Taxes shall be calculated by multiplying Taxes by a fraction, the numerator of which shall be the total square footage of the Premises (as contemplated in Section 1.01), and the denominator of which shall be the average total gross square footage of the Shopping Center for the applicable billing period. A-9 Section 7.02-Method of Payment: All taxes dues pursuant to Minnesota Statutes Section 272.01 Subd. 2 shall be paid directly by Tenant to Hennepin County. Landlord shall request that Hennepin County establish a personal property tax under Minnesota Statutes Section 272.01, Subd. 2 for Tenant. For all other Taxes Tenant shall pay its proportionate share of such Taxes by the following method: one-twelfth(1/12) of the Taxes estimated to be due by Landlord shall be paid each month with Minimum Rent until the end of the first tax year after the Term Commencement Date; thereafter, the monthly payments shall be based upon the tax bill for the previous tax year plus any reasonably anticipated increases. Any adjustments necessary for the amount paid for the previous tax year shall be debited or credited(as the case may be)in the next monthly installments until the liability has been extinguished. Notwithstanding the end of the term hereof, Tenant shall continue to be liable to Landlord for all Taxes incurred by Landlord for the term of this Lease, and Tenant shall promptly remit to Landlord any amount due to Landlord upon notice from Landlord to Tenant. Notwithstanding anything contained in this Article VII to the contrary, if Landlord is required to pay Taxes in advance, Tenant shall pay to Landlord on the Term Commencement Date, an amount equal to Tenant's proportionate share of Taxes for the entire tax year in which the Term Commencement Date occurs. ARTICLE VIII. INSURANCE Section 8.01—Tenant's Insurance Obligations: (a) General Liability Coverage. Tenant agrees to carry, at its own expense, throughout the Term of this Lease, Commercial General Liability insurance in the broadest form obtainable (including contractual liability coverage)covering the Premises and Tenant's use of the Premises with a minimum coverage of Four Million Dollars ($4,000,000) per occurrence and Four Million Dollars ($4,000,000) aggregate for Bodily Injury and Property Damage, including Loss of Use.Tenant may satisfy its obligation to maintain Commercial General Liability insurance, as required pursuant to this Section 8.01, by obtaining a combination of primary liability and umbrella/excess liability policies that total a minimum of$4,000,000 per occurrence limit, provided that Tenant's primary liability policy shall be in the minimum amount of One Million Five Hundred Thousand Dollars ($1,500,000)per occurrence. Tenant's insurance policy(ies) shall be written with insurers licensed to do business in the state in which the Premises is located,in a form satisfactory to Landlord and shall carry an A.M.Best rating of at least A-. Tenant's policies shall name Landlord as an additional insured and shall be endorsed to provide Landlord with no less than thirty(30) days prior written notice of cancellation or non-renewal. Tenant's policies shall also be endorsed to reflect that in the event that coverage benefiting Landlord exists under both Landlord's and Tenant's policies,coverage under the Tenant's policies shall be primary. (b) Property Coverage. Tenant shall bear the entire risk of loss for all of its property, furniture, fixtures, carpets, machinery, improvements & betterments, equipment, inventory, stock in trade and goods placed in the Premises. Tenant shall carry,at its sole cost and expense, Special Perils"all-risk"property coverage, including Loss of Income, of the broadest form available covering the above property on a full replacement cost basis. Coverage shall include improvements to the Premises while under construction or installation by Tenant. Said policy shall include a waiver of subrogation against Landlord as to loss or damage covered by such policy. (c) Workers' Compensation Coverage. Tenant shall also carry at all times such Workers' Compensation insurance as to comply with the laws and regulations of the state in which the Premises is located and shall provide Landlord with a Certificate evidencing coverage currently in force. (d) Basic Insurance Requirements. Tenant shall provide Landlord with Certificates of Insurance(ACORD 25) prior to the date of occupancy by Tenant and within thirty (30) days of the anniversary of said insurances, evidencing the above-required coverages. Tenant's policies shall name Tenant as insured and Landlord as additional insured as their interests may appear. Tenant shall require any Contractor of Tenant performing work on the Premises to maintain the same coverages as required of Tenant and to provide the same evidence of such coverage to Tenant before the Work begins. Failure on the part of Tenant to provide such evidence of insurance may cause, but does not obligate, Landlord to effect such coverage and in such event, Tenant agrees to pay the premium for such coverage promptly upon Landlord's demand, plus and administrative fee of fifteen percent (15%) of the total cost thereof. A-10 Section 8.02—Landlord's Insurance Obligations: (a) Building, Loss of Rental Income and Liability Coverage. Landlord agrees to carry insurance covering the Shopping Center building (the `Building") and loss of rental income against perils or loss and in an amount as Landlord may deem appropriate ("Landlord's Insurance"), but in the case of the Building, no less than the replacement value thereof. Landlord's Insurance shall also include coverage for liability arising from the common areas of the Property. Tenant shall have no rights in said policy or policies and shall not be entitled to be an insured thereunder. Section 8.03—Tenant's Contribution Towards Landlord's Insurance: Starting with the Term Commencement Date and continuing throughout the entire term of this Lease, Tenant shall pay to Landlord, as Additional Rent, Tenant's proportionate share of Landlord's insurance expenses ("Insurance Charges"). Tenant's proportionate share of Insurance Charges shall be calculated by multiplying Insurance Charges by a fraction, the numerator of which shall be the total square footage of the Premises, and the denominator of which shall be the total gross square footage in the Shopping Center for the applicable billing period. At the end of each calendar year, there shall be an adjustment if the amount paid by Tenant is less than Tenant's proportionate share actually incurred in that year. so long as Landlord notifies Tenant of such deficiency within 90 days of the end of the calendar year.. Tenant shall not permit to be done any act which will invalidate or be in conflict with Landlord's insurance policies covering the Shopping Center or any other insurance referred to in this Lease. Tenant will promptly comply with all rules and regulations relating to such policies. If the acts of Tenant or its employees or agents shall increase the rate of insurance referred to in this Lease, such increases shall be immediately paid by Tenant as Additional Rent. Notwithstanding anything to the contrary in this Section 8.03, Tenant shall have no liability for any rate insurance increase to the extent caused by a tenant other than Tenant. Section 8.04-Waiver of Subrogation: Notwithstanding any provision of this Lease to the contrary, Landlord and Tenant each hereby release and waive all rights of subrogation against the other, its officers, directors, employees and agents from any and all loss, damages or liability covered under any policy of insurance required to be maintained by this Lease, including deductibles or retentions,notwithstanding that such loss, damages or liability may have arisen from the negligence, tortious act or omission of the other party,or anyone for whom such party may be responsible Section 8.05-Indemnification: Tenant hereby indemnifies and agrees to save harmless Landlord,Landlord's officers,directors,employees, and agents,and any mortgagee, (collectively, "the Protected Parties"),from and against all claims, losses,liabilities, damages,penalties, fines and expenses (including but not limited to attorneys' fees)that arise from or in connection with (i) the possession, use, occupation, management, repairs, maintenance or control of the Premises, or any portion thereof, inclusive of Improvements, and any sidewalks adjoining same, (ii) any act or omission of Tenant, its employees, agents, contractors, licensees, or invitees, or (iii) any violation, breach, or Default of this Lease by Tenant. Tenant shall, at its own cost and expense, defend any and all actions which may be brought against any of the Protected Parties with respect to the foregoing. Tenant shall pay, satisfy and discharge any and all judgments, orders and decrees which may be recovered against any of the Protected Parties in connection with the foregoing. Landlord agrees to indemnify and save Tenant harmless from and against any and all claims, actions, lawsuits, damages, liability and expense (including, but not limited to, reasonable attorneys' fees) arising from damage, loss or injury to persons or property occurring in, on or about the Shopping Center caused by (a) the negligence, act or omission of Landlord, its employees, agents or contractors or(b)any violation,breach or Default of this Lease by Landlord. A-11 ARTICLE IX. DESTRUCTION OF PREMISES Section 9.01-Continuance of Lease: In the event the Premises shall be partially or totally destroyed by fire or other casualty insured under the provisions of Section 8.01 above, so as to become partially or totally untenantable,then the damage to the Premises shall be promptly repaired by Landlord unless Landlord shall elect not to rebuild or repair as hereinafter set forth. Except in the case of termination, Minimum Rent shall be abated in proportion to the amount of the Premises rendered untenantable until so repaired. If more than twenty-five percent (25%) of the Premises or twenty-five percent(25%)of the floor area of the Shopping Center or the Regional Development shall be damaged or destroyed by fire or other casualty,then Landlord may elect that the Shopping Center,and/or the Premises,as the case may be, be repaired or rebuilt or, either Landlord or Tenant may elect to terminate this Lease by giving written notice to the other party of its election to so terminate, such notice to be given within ninety (90) days after the occurrence of such damage or destruction. If the Lease is not terminated and Landlord is required or elects to repair or rebuild the Premises as herein provided,upon completion of such work by Landlord,Tenant shall immediately repair or replace its merchandise, improvements, trade fixtures, furnishings and equipment in a manner and to at least a condition equal to that immediately prior to its damage or destruction. Landlord shall give Tenant written notice of Landlord's intent regarding reconstruction, including the length of time for reconstruction, within sixty (60) days of the casualty. Section 9.02-Reconstruction;Rent Abatement: If all or any portion of the Premises is damaged by fire or other casualty and this Lease is not terminated in accordance with the above provision, then all insurance proceeds however recovered shall be made available for payment of the cost of repair, replacing and rebuilding. Landlord shall use the proceeds from the insurance as set forth herein to repair or rebuild the Premises to its condition as on the Delivery Date, and Tenant shall, using the proceeds from the insurance provided for in Section 8.01, repair, restore, replace or rebuild that portion of the Premises constituting Tenant's Work as defined herein together with any additional improvements installed by Tenant, such that the Premises shall be restored to its condition as of immediately prior to the occurrence of such casualty. If Tenant's insurance proceeds shall be less than Tenant's obligation hereunder,Tenant shall pay the entire excess cost. Minimum Rent,which is payable hereunder during the existence of such damage and until such repair or rebuilding is substantially completed by Landlord, shall be equitably abated. Equitable abatement shall terminate upon the earlier of(i) the date upon which Tenant operates its business within the Premises or(ii) thirty (30) days following the date upon which Landlord substantially completes its repair or rebuilding work to the Premises. ARTICLE X. CONDEMNATION Section 10.01-Eminent Domain: If twenty-five percent (25%) or more of the Premises shall be taken or condemned by any government authority,then either party may elect to terminate this Lease by giving notice to the other party not more than sixty (60)days after the date of which such title shall vest in the authority. If the parking facilities are reduced below the minimum parking requirements imposed by the applicable authorities, either Tenant or Landlord may elect to terminate this Lease by giving the other party notice within ninety (90) days after such taking. In addition, if any Major Tenant shall terminate its lease with Landlord pursuant to a taking of its store,either Tenant or Landlord may terminate this Lease on written notice to the other party within sixty(60)days after notice to Landlord that a Major Tenant is terminating its lease. In the case of any taking or condemnation, whether or not the term of this Lease shall cease and terminate, the entire award shall be the property of Landlord; provided, however, Tenant shall be entitled to any award as may be allowed for fixtures and other equipment which under the terms of this Lease would not have become the property of Landlord; further provided, that any such award to Tenant shall not be in diminution of any award to Landlord as a result of such taking or condemnation. ARTICLE XI. ASSIGNING, SUBLETTING AND ENCUMBERING LEASE Section 11.01-Assigning,Subletting and Encumbering Lease: (a) Except as otherwise set forth in this Lease (inlcuding any riders), Tenant shall not without Landlord's A-12 prior written consent, which shall be subject to Landlord's sole discretion (i) assign or otherwise transfer, or mortgage or otherwise encumber, this Lease or any of its rights hereunder, (ii) sublet the Premises or any part thereof, or permit the use of the Premises or any part thereof by any persons other than Tenant or its agents, or(iii) permit the assignment or other transfer of this Lease or any of Tenant's rights hereunder by operation of law. Any attempted or purported transfer, assignment, mortgaging or encumbering of this Lease or any of Tenant's interest hereunder and any attempted or purported subletting or grant of a right to use or occupy all or a portion of the Premises in violation of the foregoing sentence shall be null and void and shall not confer any rights upon any purported transferee,assignee,mortgagee,sublessee or occupant. (b) If Tenant desires at any time to assign or transfer this Lease or sublet(or permit occupancy or use of) the Premise, it shall first give Landlord written notice of its desire to do so and shall submit in writing to Landlord(i) the name of the proposed assignee,mortgagee, subtenant or other transferee (any of the foregoing being hereinafter referred to as an"Assignee"),(ii)the nature of the proposed Assignee's business to be carried on the Premises,(iii)a copy of the proposed Assignment agreement and any other agreements to be entered into concurrently with such Assignment, including full disclosure of all financial terms, and (iv) such financial information as Landlord may reasonably request concerning the proposed Assignee. Tenant shall pay to Landlord a reasonable fee for Landlord's expenses, including attorneys' fees, in reviewing such proposed Assignment. Neither the furnishing of such information nor the payment of such fee shall limit any of Landlord's rights or alternatives under this Section 11. For thirty (30) days following receipt of said notice, Landlord shall have the right, exercisable by sending written notice to Tenant,to(i)object to such assignment,sublet or transfer or(ii)terminate this Lease if all of the Premises were affected by the assignment or sublease. The consent by Landlord to any assignment,transfer or subletting to any party shall not be construed as a waiver or release of Tenant under the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any such assignee, transferee, subtenant or occupant constitute a waiver or release of Tenant of any covenant or obligation contained in this Lease, nor shall any such assignment,transfer or subletting be construed to relieve Tenant from giving Landlord said thirty(30)days notice or from obtaining the consent in writing of Landlord to any further assignment, transfer or subletting. Once Tenant has given Landlord notice of a proposed assignment or subletting,Landlord's failure to respond within such 30-day period shall be deemed to be Landlord's consent to such assignment or subletting. (c) Notwithstanding anything to the contrary above, Tenant shall have the right, upon fifteen (15) days prior written notice to Landlord but without Landlord's prior consent, (i)to sublet all or part of the Premises to Tenant's parent company ("Parent"), or to any entity which is a subsidiary of Tenant or its Parent (any of such entities being herein called a"Parent Affiliate"); or(ii)to assign this Lease(x)to a Parent or a Parent Affiliate or to (y)a successor entity into which or with which Tenant is merged or consolidated or which acquired substantially all of Tenant's assets and property,provided that such subtenant or assignee assumes all of the obligations and liabilities of Tenant arising under this Lease and Tenant is not released from liability hereunder. In addition, in no event shall (a) a change in control of Tenant resulting from a merger, consolidation or asset sale, or (b) sales or transfers, whether voluntary, by operation of law or otherwise, of any portion of the common or preferred stock of Tenant, or the sale or creation of new stock(including, without limitation, an initial public offering) be considered an assignment or conveyance which requires Landlord's prior written consent. Tenant's shareholders shall be permitted to sell and transfer their shares and interests in the Tenant to each other and to third parties without such sales or transfers requiring Landlord's consent and the sale of additional shares or securities of Tenant, including,without limitation, an initial public offering, shall not be considered an assignment, subleasing or other transfer of this Lease ARTICLE XII. SUBORDINATION AND FINANCING Section 12.01-Subordination: On the condition that such lender grant Tenant non-disturbance,this Lease and Tenant's tenancy hereunder shall be subject and subordinate at all times to the lien of any mortgage or deed of trust now or hereafter placed upon the interest of Landlord and the Premises. Tenant also agrees that any mortgagee or trustee may elect to have this Lease a prior lien to its mortgage or deed of trust, and in the event of such election, and upon notification by such mortgagee or trustee to Tenant to that effect,this Lease shall be deemed prior in lien to the said mortgage or deed of A-13 trust,whether this Lease is dated prior to or subsequent to the date of said mortgage or deed of trust. Tenant agrees to execute and deliver such instruments as may be desired by Landlord or by any mortgagee or trustee subordinating this Lease to the lien of any present or future mortgage or deed of trust,or as may be otherwise required to carry out the intent of this Section. Tenant hereby appoints Landlord its attorney-in-fact, irrevocably, to execute and deliver any such instrument of Tenant if Tenant refuses to execute such instrument within 15 days of Landlord's written request such instrument. Section 12.02-Attornment: If, and so long as this Lease is in full force and effect, then at the option of the mortgagee: (a) this Lease shall remain in full force, notwithstanding (i) a default under the mortgage by Landlord, or (ii) any bankruptcy or similar proceedings with respect to Landlord, (b) if any such mortgagee shall become possessed of the Premises, Tenant shall be obligated to such mortgagee to pay to it the rentals and other charges due hereunder and to thereafter comply with all the terms of this Lease, and (c) if any mortgagee or purchaser, at a private or public sale shall become possessed of the Premises, Tenant shall, without charge, attorn to such mortgagee or purchaser as its landlord under this Lease. Tenant agrees that in the event Landlord is in default under this Lease, any mortgagee or trustee under a deed of trust of Landlord's interest in the Premises shall be permitted(but not required)to enter the Premises for the purpose of correcting or remedying such default, and Tenant agrees to accept performance by such mortgagee or trustee in lieu of performance by Landlord. Tenant further agrees that, from and after written notice from Landlord of the name and address of any mortgagee or trustee, Tenant will contemporaneously deliver notice to any such mortgagee or trustee of a default by Landlord under this Lease. Notwithstanding any provision of this Lease,Tenant agrees that no termination of this Lease or abatement or reduction or rent or any other amounts under this Lease shall be effective unless and until such mortgagee or trustee has received notice and fails within thirty (30) days of the date on which Landlord's cure period expires to cure the default of Landlord in question, or if the default cannot be cured within said thirty (30) days, fails to commence and diligently prosecute the cure of such default. Section 12.03-Estoppel: From time to time and upon ten (10) days notice, Tenant agrees to execute and deliver a written acceptance/estoppel certificate confirming that Tenant has accepted the Premises and such other facts relative to this Lease as Landlord or any mortgagee of the Shopping Center may request to be confirmed. If Tenant fails to execute such certificate, Tenant hereby appoints Landlord as its attorney-in-fact, irrevocably, to execute and deliver such certificate for Tenant,or Landlord may elect to terminate this Lease. ARTICLE XIII. DEFAULTS Section 13.01-Events of Default: If any one or more of the following events occur,said event or events shall hereby be classified as a Tenant "Default": (a)If Tenant fails to pay Minimum Rent,Percentage Rent,Additional Rent or any other charges required to be paid by Tenant when same shall become due and payable, and such failure continues for five (5) days after written notice from Landlord; (b)If Tenant shall fail to perform or observe any terms and conditions of this Lease, and such failure shall continue for ten(10)days after written notice from Landlord; (c) If Tenant refuses to take possession of the Premises at the Delivery Date, or fails to open its doors for business on the Term Commencement Date as required herein; (d)If Tenant fails to conduct its business for the use and under the trade name as set forth in Section 4.01; (f) If Tenant, or any guarantor of Tenant's obligations hereunder, shall make an assignment for the benefit of creditors or file a petition, in any state court, in bankruptcy, reorganization, composition, or make an application in any such proceedings for the appointment of a trustee or receiver for all or any portion of its property; A-14 (g) If any petition shall be filed under state law against Tenant or any guarantor of Tenant's obligations hereunder in any bankruptcy,reorganization or insolvency proceedings, and said proceedings shall not be dismissed or vacated within thirty(30)days after such petition is filed; (h) If a receiver or trustee shall be appointed under state law for Tenant or any guarantor of Tenant's obligations hereunder, for all or any portion of the property of either of them, and such receivership or trusteeship shall not be set aside within thirty(30)days after such appointment;or (i) If any execution, levy, attachment or other legal process of law shall occur upon Tenant's goods, fixtures,or interest in the Premises. Section 13.02—Landlord's Remedies: Should a Default occur,Landlord may pursue any or all of the following: (a)Landlord may terminate this Lease by giving five(5)days written notice of such termination to Tenant, whereupon this Lease shall automatically cease and terminate and Tenant shall be immediately obligated to quit the Premises. If Landlord elects to terminate this Lease,everything contained in this Lease on the part of Landlord to be done and performed shall cease without prejudice, subject,however,to the right of Landlord to recover from Tenant all rent and any other sums accrued up to the time of termination or recovery of possession by Landlord,whichever is later. If Landlord elects not to terminate this Lease,Landlord may pursue any remedy available at law. (b)Upon termination of this Lease pursuant to Section 13.02,Landlord may proceed to recover possession of the Premises under and by virtue of the provisions of the laws of the jurisdiction in which the Shopping Center is located,or by such other proceedings,including reentry and possession,as may be applicable. (c) If Tenant shall be in Default, Landlord shall have the option, upon ten (10) days written notice to Tenant, to cure said Default for the account of and at the expense of Tenant. No such notice shall be required for emergency repairs. (d) Whether or not Landlord elects to terminate this Lease, Landlord may enter upon and repossess the Premises (said repossession being herein after referred to as "Repossession") by force, summary proceedings, ejectment or otherwise, and may remove Tenant and all other persons and property therefrom. From time to time after Repossession of the Premises, whether or not this Lease has been terminated, Landlord may, but shall not be obligated to, attempt to relet the Premises for the account of Tenant in the name of Landlord or otherwise, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the Term) and for such terms (which may include concessions or free rent) and for such uses as Landlord, in its uncontrolled discretion, may determine, and may collect and receive the rent therefor. Any rent received shall be applied against Tenant's obligations hereunder, but Landlord shall not be responsible or liable for any failure to collect any rent due upon any such reletting. (e)No termination of this Lease pursuant to Section 11 and no Repossession of the Premises pursuant to Section 11 or otherwise shall relieve Tenant of its liabilities and obligations under this Lease, all of which shall survive any such termination or Repossession. In the event of any such termination or Repossession,whether or not the Premises shall have been relet, Tenant shall pay to Landlord the Base Rent and other sums and charges to be paid by Tenant up to the time of such termination or Repossession, and thereafter Tenant, until the end of what would have been the Term in the absence of such termination or Repossession, shall pay to Landlord, as and for liquidated and agreed current damages for Tenant's default,the equivalent of the amount of the Base Rent and such other sums and charges which would be payable under this Lease by Tenant if this Lease were still in effect,less the net proceeds, if any, of any reletting effected pursuant to the provisions of Section 11 after deducting all of Landlord's expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage and management commissions, operating expenses, legal expenses, attorneys' fees, alteration costs, and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the days on which the Base Rent would have been payable under this Lease if this Lease were still in effect, and Landlord A-15 shall be entitled to recover the same from Tenant on each such day. At any time after such termination or Repossession, whether or not Landlord shall have collected any current damages as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord on demand,as and for liquidated and agreed final damages for Tenant's default, an amount equal to the then present value of the excess of the Base Rent and other sums or charges reserved under this Lease from the day of such termination or Repossession for what would be the then unexpired term if the same had remained in effect, over the amount of rent Tenant demonstrates that Landlord could in all likelihood actually collect for the Premises for the same period,said present value to be arrived at on the basis of a discount of four percent(4%)per annum. (f) Landlord may, at Landlord's option, enter into and upon the Premises after providing 24 hours' notice, except in the case of an emergency or where immediate action is necessary in which events no notice is required, if Landlord determines in its sole discretion that Tenant is not acting within a commercially reasonable time to maintain,repair or replace anything for which Tenant is responsible under this Lease and correct the same,without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage or interruption of Tenant's business resulting therefrom. To the extent practical Landlord shall schedule such entry so as to minimize interference with Tenant's business and permit Tenant to safeguard confidential files in the Premises. If Tenant shall have vacated the Premises, Landlord may at Landlord's option re- enter the Premises at any time during the last six months of the then current Term of this Lease and make any and all such changes, alterations, revisions, additions and tenant and other improvements in or about the Premises as Landlord shall elect,all without any abatement of any of the rent otherwise to be paid by Tenant under this Lease. (g) Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies provided in this Lease or any other remedies provided by law(all such remedies being cumulative),nor shall pursuit of any remedy provided in this Lease constitute a forfeiture or waiver of any rent due to Landlord under this Lease or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants contained in this Lease. (h)No act or thing done by Landlord or its agents during the Term shall be deemed a termination of this Lease or an acceptance of the surrender of the Premises, and no agreement to terminate this Lease or to accept a surrender of said Premises shall be valid, unless in writing signed by Landlord. No waiver by Landlord of any violation or breach or Default of any of the terms,provisions and covenants contained in this Lease shall be deemed or construed to constitute a waiver of any other violation or breach or Default of any of the terms, provisions and covenants contained in this Lease. Landlord's acceptance of the payment of rental or other payments after the occurrence of a violation, breach or Default shall not be construed as a waiver of such default, unless Landlord so notifies Tenant in writing. Forbearance by Landlord in enforcing one or more of the remedies provided in this Lease upon a violation,breach or Default shall not be deemed or construed to constitute a waiver of such violation,breach or Default or of Landlord's right to enforce any such remedies with respect to such violation, breach or Default or any subsequent violation,breach or Default. (i) In addition to all other remedies of Landlord,Landlord shall be entitled to reimbursement upon demand of all reasonable attorneys' fees incurred by Landlord in connection with any Default. Section 13.03-Default by Landlord: Landlord shall in no event be charged with a default hereunder unless Landlord shall fail to perform or observe any term,condition,covenant or obligation required to be performed or observed by it under this Lease for a period of thirty(30)days after written notice thereof from Tenant. ARTICLE XIV. BANKRUPTCY OR INSOLVENCY Section 14.01—Tenant's Interest Not Transferable: Neither Tenant's interest in this Lease, nor any interest therein of Tenant nor any estate hereby created in Tenant,shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law. A-16 Section 14.02—Landlord's Option to Terminate: In the event the estate created in Tenant hereby shall be taken,in execution or by other process of law,or if Tenant or Tenant's Guarantor or their respective executors, administrators or assigns, if any, shall be adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy act, or if a receiver or trustee of the property of Tenant or Tenant's Guarantor, if any, shall be appointed by reason of the insolvency or inability of Tenant or Tenant's Guarantor, if any,to pay its debts,or if any assignment shall be made of the property of Tenant or Tenant's Guarantor,if any,for the benefit of creditors,then and in any such events,Landlord may at its option terminate this Lease and all rights of Tenant hereunder,by giving to Tenant notice in writing of the election of Landlord to so terminate, in which event this Lease shall cease and terminate with the same force and effect as though the date set forth in said notice were the date originally set forth herein and fixed for the expiration of the Term,and Tenant shall vacate and surrender the Premises but shall remain liable as herein provided. Section 14.03—Tenant's Obligation to Avoid Creditors'Proceedings: Tenant or Tenant's Guarantor, if any, shall not cause or give cause for the institution of legal proceedings seeking to have Tenant or Tenant's Guarantor, if any, adjudicated bankrupt, reorganized or rearranged under the bankruptcy laws of the United States, and shall not cause or give cause for the appointment of a trustee or receiver for the assets of Tenant or Tenant's Guarantor,if any,and shall not make any assignment for the benefit of creditors, or become or be adjudicated insolvent. The allowance of any petition under the bankruptcy law,or the appointment of a trustee or receiver of Tenant or Tenant's Guarantor,if any,or its assets,shall be conclusive evidence that Tenant caused, or gave cause therefor, unless such allowance of the petition, or the appointment of a trustee or receiver, is vacated within thirty(30) days after such allowance or appointment. Any act described in this Section 14.03 shall be deemed a material breach of Tenant's obligation hereunder,and upon such breach by Tenant,Landlord may,at its option and in addition to any other remedy available to Landlord, terminate this Lease and all rights of Tenant hereunder,by giving to Tenant notice in writing of the election of Landlord to so terminate. Section 14.04-Application of Bankruptcy Proceeds: Notwithstanding anything to the contrary contained in this Article XIV, in the event, for any reason whatsoever, the interest of Tenant in this Lease is subject to assignment or sale by the Bankruptcy Court, then, and in that event, all proceeds of such sale or assignment shall be paid to Landlord and not to Tenant nor to the bankruptcy estate. Section 14.05-Bankruptcy: (a)Neither Tenant's interest in this Lease,nor any estate hereby created in Tenant nor any interest herein or therein, shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law, except as may specifically be provided pursuant to the Bankruptcy Code(11 USC §101 et.seq.),as the same may be amended from time to time. (b)Rights and Obligations Under the Bankruptcy Code. (1)It is understood and agreed that this Lease is a lease of real property in a shopping center as such lease is described in Section 365 of the Bankruptcy Code, as the same may be amended from time to time. (2) Upon the filing of a petition by or against Tenant under the Bankruptcy Code,Tenant,as debtor and as debtor-in-possession,and any trustee who may be appointed with respect to the assets of or estate in bankruptcy of Tenant,agree to pay monthly in advance on the first day of each month,as reasonable compensation for the use and occupancy of the Premises, an amount equal to all Minimum Rent, Additional Rent and other charges otherwise due pursuant to this Lease. (3)Included within and in addition to any other conditions or obligations imposed upon Tenant or its successor in the event of the assumption and/or assignment of this Lease are the following: (i) the cure of any monetary defaults and reimbursement of pecuniary loss within not more than thirty (30) days of assumption and/or assignment; (ii) the deposit of an additional sum equal to not less than three (3) months' Minimum Rent and Additional Rent to be held by Landlord as a security deposit, which sum shall be determined by Landlord, in its sole discretion, to be a necessary deposit to secure the future performance under the Lease of Tenant or its assignee;(iii)the use of the Premises as set forth in Section 4.01 of this Lease and the quality, quantity and/or lines of merchandise, goods or services required to be offered for the sale are unchanged; and (iv) the prior written consent of any mortgagee to which this Lease has been assigned as collateral security. A-17 ARTICLE XV. RIGHT OF ACCESS Section 15.01-Right of Access: Landlord may,upon at least 24 hours'prior notice to Tenant(except in the case of an emergency, in which case no such notice is required),enter upon the Premises for the purpose of inspecting,making repairs,replacements or alterations, and showing the Premises to prospective purchasers, lenders or lessees;provided,however, any such entry shall be accomplished with as minimal interference with or interruption of Tenant's business as possible. During the last six(6)months of the term, Landlord shall have the right to display one (1) or more"For Rent" sign on or about the Premises. ARTICLE XVI. DELAYS Section 16.01-Delays: If Landlord or Tenant is delayed from performing any of their respective obligations during the term of this Lease because of acts of God or other cause beyond their control, then the period of such delays shall be deemed added to the time herein provided for the performance of any such obligation and the breaching party shall not be liable for losses or damages caused by such delays; provided, however, that this Article shall not apply to the payment of any sums of money required to be paid by Tenant hereunder. Subject to the foregoing, time is of the essence with respect to all obligations to be performed by Tenant and Landlord pursuant to the terms of this Lease. ARTICLE XVII. END OF TERM Section 17.01-Return of Premises: Upon the expiration or termination of this Lease, Tenant shall quit and surrender the Premises to Landlord, in good order, broom clean, normal wear and tear and acts of God excepted. Subject to the other terms of this Lease, Tenant shall, at its expense, remove all property of Tenant, all alterations to the Premises (other than the Tenant's Work described on Exhibit C or alterations made prior to the Term Commencement Date) not wanted by Landlord and repair damage caused by such removal and return the Premises to the condition in which they were prior to the installation of the article so removed. Upon the expiration or termination of this Lease, Tenant shall execute and acknowledge a quit-claim deed to Tenant's interest in the Premises, in recordable form, in favor of Landlord ten(10)days after written notice and demand therefor by Landlord, and Tenant hereby appoints Landlord its attorney-in-fact,irrevocably,to execute and deliver such quit claim deed. Section 17.02-Holding Over: If Tenant shall hold possession of the Premises after the expiration or termination of this Lease, at Landlord's option(i) Tenant shall be deemed to be occupying the Premises as a tenant from month-to-month at one hundred twenty-five percent (150%) of the highest Minimum Rent in effect during the term of this Lease or any extensions thereof plus one-sixth (1/6th) of the average annual Percentage Rent payable hereunder for the three (3) Lease Years immediately preceding, or the entire portion of the Lease Term, if less than three (3)Lease Years, and otherwise subject to all of the terms and conditions of this Lease,or(ii)Landlord may exercise any other remedies it has under this Lease or at law or in equity including an action for wrongfully holding over. ARTICLE XVIII. COVENANT OF QUIET ENJOYMENT Section 18.01-Covenant of Quiet Enjoyment: Landlord covenants that Tenant shall at all times during the term hereof peaceably have,hold and enjoy the Premises, without any interruption or disturbance from Landlord, or anyone claiming through or under Landlord, subject to the terms hereof,and any prior liens to which this Lease is subordinate. A-18 ARTICLE XIX. MISCELLANEOUS Section 19.01-Interpretation: This Lease contains the entire agreement between the parties hereto with respect to the matters contained herein and there are no covenants, promises, agreements, conditions, understandings, or warranties or representations, oral or written,between them other than as herein set forth. The Lease or any part of it may not be changed, altered, modified, limited, terminated, or extended orally or by any agreement between the parties unless such agreement is in writing and signed by the parties hereto, their legal representatives, successors or permitted assigns. Tenant agrees and acknowledges that any estimates and/or projections of charges and/or stated minimum charges that may have been provided by Landlord prior to entry into this Lease may not be representative of the actual charges that will ultimately be billed to Tenant hereunder. Tenant acknowledges and agrees that these estimates and/or projections of charges and/or stated minimum charges are provided for budgeting purposes only and are not to be construed in any fashion as being indicative of the actual charges that will ultimately be billed to Tenant hereunder. Tenant acknowledges and agrees that the actual charges may be more or less than the estimates and/or projections and/or may be more than the stated minimum charges. Section 19.02-Notice: No notice or other communications given under this Lease shall be effective unless the same is in writing and is delivered in person or mailed by registered or certified mail, return receipt requested, first class, postage prepaid, or delivered via over-night courier, addressed: (1) if to Landlord, attention: City Clerk at the address set forth on page 1 of this Lease, and a separate duplicate notice to the Finance Manager at the address set forth on page 1 of this Lease,or to such other address as Landlord shall designate by giving notice thereof to Tenant,or(2)if to Tenant, at the address set forth on page 1 of this Lease or such other address as Tenant shall designate by giving notice thereof to Landlord with a copy to David A. Brandell, Attorney at Law, 775 Prairie Center Drive, 160 Flagship Corporate Center, Eden Prairie, MN 55344. Any such notice, statement, certificate, request or demand shall,be deemed to have been given upon receipt or refusal of receipt. Section 19.03-Applicable Laws: It is the intent of the parties hereto that all questions and/or disputes with respect to the construction of this Lease and the rights and the liabilities of the parties hereto shall be determined in accordance with the laws of the State in which the Premises are located, in the court of competent jurisdiction in the jurisdiction in which the Shopping Center is located. Section 19.04-Successors: This Lease shall bind and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. Section 19.05-Brokers: Landlord and Tenant warrant and represent that,with the exception of Access Commercial LLC, Tenant's broker and Equity Property Group, Landlord's broker, whose commission shall be paid by Landlord pursuant to a separate written agreement, there was no broker or agent instrumental in consummating this Lease. Each party agrees to indemnify and hold the other harmless against any claims for brokerage or other commission arising by reason of a breach by such party of this representation and warranty. Section 19.06-Landlord Assignment: Landlord hereunder shall have the right to freely assign this Lease without notice to or consent of the Tenant. In the event of any transfer or transfers of Landlord's interest in the Premises, including a so-called sale- leaseback, the transferor shall be automatically relieved of any and all obligations on the part of Landlord accruing from and after the date of such transfer except with respect to any security deposit referred to in Section 2.03 of this Lease upon assignment of the same to the transferee. Upon the termination of any Lease in a sale-leaseback transaction prior to termination of this Lease, the former lessee thereunder shall become and remain liable as Landlord hereunder until a further transfer. No holder of a mortgage or deed of trust to which this Lease is, or may be subordinate, shall be responsible in connection with the security deposited hereunder, unless such mortgagee or A-19 holder of such deed of trust of lessor shall have actually received the security deposited hereunder. Section 19.07-Relationship of the Parties: The terms of this Lease shall not be interpreted to mean that Landlord and Tenant are partners or joint ventures. Section 19.08-Waiver of Right of Redemption: Tenant hereby expressly waives for itself and all persons claiming by or through it, any right of redemption or for the restoration of the operation of this Lease under any present or future law in case Tenant shall be dispossessed for any cause. Section 19.09-Waiver of Jury Trial: Landlord and Tenant hereby waive trial by jury in any action,proceeding or counterclaim brought by either of the parties hereto against the other on or in respect of any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant hereunder, Tenants use or occupancy of the Premises and/or any claim of injury or damage. Section 19.10-Invalidity of Particular Provisions: If any provision of this Lease or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. Section 19.11-Strict Performance: No failure by Landlord or Tenant to insist upon the strict performance of any term, covenant, agreement, provision, condition or limitation of this Lease to be kept, observed or performed by Tenant or Landlord, and no failure by Landlord or Tenant to exercise any right or remedy consequent upon a breach of any such term,covenant, agreement, provision, condition or limitation of this Lease, shall constitute a waiver of any such breach or of any such term,covenant,agreement,provision,condition or limitation. Section 19.12-Execution in Counterparts: This Lease may be executed in one or more counterparts, any one or all of which shall constitute but one agreement. Section 19.13-Execution of Lease by Landlord: The submission of this document for examination and negotiation does not constitute an offer to lease,or a reservation of, or an option for, the Premises, and this document shall be effective and binding only upon the execution and delivery hereof by both Landlord and Tenant. Section 19.14-Effect of Captions: The captions or legends in this Lease are inserted for convenient reference or identification of the particular paragraphs. They are in no way intended to describe, interpret, define or limit the scope, extent or interest of this Lease,or any paragraph or provision thereof. Section 19.15—Attorney's Fees: In the event either party commences litigation against the other party as a result of a monetary Default by such party,the prevailing party in such litigation shall be entitled to recover its reasonable costs and attorney's fees incurred in such litigation from the other party. Section 19.16—Execution by Facsimile: If a party returns this Lease (or a portion of this Lease with instructions to insert said portion into the Lease), the signing party intends the copy of its signature or initials, said portion of the Lease printed by the A-20 receiving facsimile machine to automatically be deemed to be said parties original signature or initials. Section 19.18-Exhibits: The following Exhibits are attached to and made a part of this Lease by this reference hereto: a) Exhibit A - Site Plan b) Exhibit B - Landlord Work c) Exhibit C - Tenant Work ARTICLE XX. SPECIAL PROVISIONS Section 20.01- IN WITNESS WHEREOF,Landlord and Tenant have caused this Lease Agreement to be executed effective the day and year first above written. LANDLORD: TENANT: CITY OF EDEN PRAIRIE Jeneka, LLC By: By: Nancy Tyra-Lukens Its Mayor Its: Dated: By: Rick Getschow Its City Manager Dated: 1610.581-Encoren\Documents\Eden Prairie-Lease-Clean by rfr 2010 09 22.doc A-21 EXHIBIT"A"-SITE PLAN Encore Total Leasable Space Calculations: Encore Space = 2,457 Divided by Total Tenant Space = 4,869 Encore%Share of Common Space = 54.46% Multiplied by Shared Common Area= 358 Encore's Share of Common Space = 1&1 Plus Encore Space = 2,457 IVE # Encore's Total Leasable Area = 2,538ELK- IdShI+RED 110 SF E3CC NONr147AREA w y# y 4 • __�tF(1� I coG kk I b • I 7511)1P o - - - . -�A I n T _Ers • s� . .i ION 4. _ • - -• ----- _--{ iPLET NUTRITION --- .. --- :_. 7.,.c." 1.400 SI,Encore Space 802-------- DEN R[] 1.012 S.F. 2,457 (primary space) BD T Net � + 181 (shared common area) asim BATE csm.ti MN 2,638 Total Leasable vivo,. "` "•, COURT:‘,'• ' '''' '''ik,,.. B-1 EXHIBIT"B"-LANDLORD'S WORK 1. Remove existing (old) carpet and tile flooring 2. Provide demising walls for leased premises, tape and float all interior walls. 3. Provide a minimum of 200 amp electrical service, with 120/208 volt, 3 phase, 4 wire service to panel, and provide separate natural gas service. 4. All demising walls between tenants and Tenant shall be insulated to minimize noise from any adjoining tenants. B-2 EXHIBIT"C"-TENANT'S WORK C-1 CITY COUNCIL AGENDA DATE: SECTION: Community Development Director Report October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO. XIV.C.2. Community Development: Open to Business Program Janet Jeremiah/David Lindahl Requested Council Action: Move to: Adopt resolution supporting the City's participation in the Open to Business program and committing to funding one half of the cost or$5,000. Synopsis: Open to Business is a small business technical assistance program provided by the Metropolitan Consortium of Community Developers (MCCD) through a partnership with Hennepin County HRA. The fee for one year of service is $10,000—with Hennepin County providing a matching grant for one half of the total fee or$5,000. The $5,000 cost to the City will be paid through our Economic Development Fund. MCCD is a 45 member association committed to increasing opportunities for small business and entrepreneurs. The range of services provided through the program includes: • Business plan development • Feasibility studies • Cash flow and financing projections • Marketing • Loan request preparation • Advocacy with lending institutions City staff will work with the Eden Prairie Chamber of Commerce to market the program locally. Although we don't know for certain the level of need for this type of program in Eden Prairie -we do know that 800 to 1,000 of our 3,400 businesses are home-based so there could potentially be a good deal of interest for this type of service. Since spring of this year the MCCD has provided 112 hours of technical assistance to Minnetonka businesses and entrepreneurs. Background: As part of a broader strategy to promote economic development, create and retain jobs, and cultivate entrepreneurs, the Hennepin County Housing and Redevelopment Authority (HCHRA) is soliciting proposals from suburban Hennepin municipalities interested in launching or expanding a small business and entrepreneur technical assistance initiative called"Open to Business." "Open to Business"was originally conceived as a partnership between the City of Brooklyn Park and the nonprofit community development organization Metropolitan Consortium of Community Developers (MCCD) (www.mccdmn.org). Through this partnership, MCCD provides direct, one-on- one technical assistance services to Brooklyn Park's entrepreneurs and small businesses. The "Open to Business"model has since expanded to the cities of Minnetonka and St. Louis Park. Funding: HCHRA has committed funds to support the efforts of suburban Hennepin municipalities interested in pursuing this initiative. MCCD provides "Open to Business" services to participating municipalities' entrepreneurs and small businesses for a flat annual fee. The base annual fee is $10,000 for municipalities with populations between 30,000 and 60,000. For populations over 60,000, fees will be negotiated on a case-by-case basis. The HCHRA has $75,000 available for one- to-one matching grants up to $5,000 for municipalities or collaborations of municipalities who wish to provide an annual pilot of"Open to Business" in their community. Funds are available on a one- time basis. Deadline: The application deadline is October 15, 2011. Award decisions will be made no later than November 15, 2011. Attachment: Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2011- RESOLUTION APPROVING PARTICIPATION IN "OPEN FOR BUSINESS"A SMALL BUSINESS TECHNICAL ASSISTANCE PROGRAM OFFERED THROUGH THE HENNEPIN COUNTY HOUSING& REDEVELOPMENT AUTHORITY (HCHRA). WHEREAS, the Open to Business is a small business and entrepreneur technical assistance program provided by the Metropolitan Consortium of Community Developers (MCCD)through a partnership with the Hennepin County Housing and Redevelopment Authority(HCHRA); and WHEREAS, The Open to Business program will provide a range of services to participating Eden Prairie businesses including: business plan development, Feasibility studies, cash flow and financing projections, marketing, loan request preparation, advocacy with lending institutions; and WHEREAS,the City of Eden Prairie intends to submit an application for participation in the Open to Business program. NOW, THEREFORE, BE IT RESOLVED by the Eden Prairie City Council: The City of Eden Prairie approves submitting an application for participation in the Open for Business small business and entrepreneur technical assistance program through Hennepin County HRA.If the application is approved and a grant of$5,000 is provided by HCHRA the City agrees to provide one half of the total cost for the program or $5,000. ADOPTED by the Eden Prairie City Council on the 4th day of October, 2011. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Report of the Parks and Recreation Director October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.D.1. Jay Lotthammer, Director, Hennepin Youth Sports Grant Proposal — Parks and Recreation Franlo Park Motion Move to: Adopt resolution authorizing staff to submit a grant request to the Hennepin Youth Sports Grant Program for Franlo Park baseball field improvements. Synopsis Hennepin County is seeking local government units (LGU) interested in developing facilities for amateur sports or recreation. Legislation authorizing the building of the new Twins stadium allows Hennepin County to grant up to $2 million dollars each grant cycle to Hennepin County communities to assist with developing these facilities. These grants will be made through the Hennepin Youth Sports Program. City of Eden Prairie staff approached local athletic associations to make them aware of the grant opportunity. The Eden Prairie Baseball Association has responded with interest in pursuing an application to install covered players benches and batting cage at Franlo Park. The association has agreed to provide matching funds and assist City of Eden Prairie staff with the application process. The grant must be submitted by a local government organization and a council resolution authorizing the submission of the grant application is required. City of Eden Prairie staff would complete the application and oversee the construction if the award is successful. The estimated cost of the project is $68,000. No City of Eden Prairie funds are being proposed for this project. All funding would be from the baseball association and grant money from Hennepin County. Background The purpose of these grants is to allow municipalities,park districts and school districts to create, expand or improve sport or recreational facilities to enhance opportunities for athletics and recreation. No grant awards may be used for ongoing expenses, such as programming services or operating and maintaining the facilities. The criteria considered in evaluating grant applications includes; need for the facility, including recognizing that many changes in youth sports and activities have occurred in the more densely populated cities of Hennepin County, equitable distribution throughout the county, leveraging non-Hennepin County funds and in-kind contributions, sustainability, including ongoing operating funds and inclusion of environmental improvements. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA RESOLUTION NO. 2011- _ RESOLUTION AUTHORIZING FILING OF APPLICATION AND EXECUTION OF AGREEMENT TO DEVELOP SPORT OR RECREATION FACILITIES UNDER THE PROVISIONS OF THE HENNEPIN YOUTH SPORTS PROGRAM FOR IMPROVEMENTS AT FRANLO PARK BALLFIELD WHEREAS, Hennepin County,via its Youth Sports Grant Program, provides for capital funds to assist local government units of Hennepin County for the development of sport or recreation facilities; and WHEREAS, the City of Eden Prairie desires to develop protective players benches and batting cages (known as Franlo Park Ballfield Improvements, hereinafter PROJECT) for the purpose of protecting players and enhancing the quality of the playing experience baseball. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL of the City of Eden Prairie: I. The estimate of the total cost of developing PROJECT shall be $38,000 and LGU is requesting $19,000 from the Hennepin County Legacy Grant program and will assume responsibility for a match requirement of$19,000. II. LGU agrees to own, assume one hundred(100)percent of operation costs for PROJECT, and will operate PROJECT for its intended purpose for the functional life of the facility, which is estimated to be twenty years. III. LGU agrees to enter into necessary and required agreements with Hennepin County for the specific purpose of constructing a sport or recreational facility and long-term program direction. IV. That the Parks and Recreation Director is authorized and directed to execute said application and serve as official liaison with Hennepin County or its authorized representative. ADOPTED by the Eden Prairie City Council on this 4th day of October 2011. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Report of the Parks and Recreation Director October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.D.2. Jay Lotthammer, Director, Hennepin Youth Sports Grant Proposal Parks and Recreation Staring Lake - Cummins Grill Fields Motion Move to: Adopt resolution authorizing staff to submit a grant request to the Hennepin Youth Sports Grant Program for Staring Lake - Cummins Grill baseball field improvements. Synopsis Hennepin County is seeking local government units (LGU) interested in developing facilities for amateur sports or recreation. Legislation authorizing the building of the new Twins stadium allows Hennepin County to grant up to $2 million dollars each grant cycle to Hennepin County communities to assist with developing these facilities. These grants will be made through the Hennepin Youth Sports Program. City of Eden Prairie staff approached local athletic associations to make them aware of the grant opportunity. The Eden Prairie Baseball Association has responded with interest in pursuing an application to install covered players benches and batting cage at Staring Lake Park- Cummins Grill Ballfield. The association has agreed to provide matching funds and assist City of Eden Prairie staff with the application process. The grant must be submitted by a local government organization and a council resolution authorizing the submission of the grant application is required. City of Eden Prairie staff would complete the application and oversee the construction if the award is successful. The estimated cost of the project is $68,000. No City of Eden Prairie funds are being proposed for this project. All funding would be from the baseball association and grant money from Hennepin County. Background The purpose of these grants is to allow municipalities,park districts and school districts to create, expand or improve sport or recreational facilities to enhance opportunities for athletics and recreation. No grant awards may be used for ongoing expenses, such as programming services or operating and maintaining the facilities. The criteria considered in evaluating grant applications includes; need for the facility, including recognizing that many changes in youth sports and activities have occurred in the more densely populated cities of Hennepin County, equitable distribution throughout the county, leveraging non-Hennepin County funds and in-kind contributions, sustainability, including ongoing operating funds and inclusion of environmental improvements. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA RESOLUTION NO. 2011- RESOLUTION AUTHORIZING FILING OF APPLICATION AND EXECUTION OF AGREEMENT TO DEVELOP SPORT OR RECREATION FACILITIES UNDER THE PROVISIONS OF THE HENNEPIN YOUTH SPORTS PROGRAM FOR IMPROVEMENTS AT STARING LAKE PARK- CUMMINS GRILL BALLFIELD WHEREAS, Hennepin County,via its Youth Sports Grant Program, provides for capital funds to assist local government units of Hennepin County for the development of sport or recreation facilities; and WHEREAS, the City of Eden Prairie desires to develop protective players benches and batting cages (known as Staring Lake Cummins Grill Ballfield Improvements, hereinafter PROJECT) for the purpose of protecting players and enhancing the quality of the playing experience for softball and baseball. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL of the City of Eden Prairie: I. The estimate of the total cost of developing PROJECT shall be $68,000 and LGU is requesting $34,000 from the Hennepin County Legacy Grant program and will assume responsibility for a match requirement of$34,000. II. LGU agrees to own, assume one hundred(100)percent of operation costs for PROJECT, and will operate PROJECT for its intended purpose for the functional life of the facility, which is estimated to be twenty years. III. LGU agrees to enter into necessary and required agreements with Hennepin County for the specific purpose of constructing a sport or recreational facility and long-term program direction. IV. That the Parks and Recreation Director is authorized and directed to execute said application and serve as official liaison with Hennepin County or its authorized representative. ADOPTED by the Eden Prairie City Council on this 4th day of October 2011. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Report of Parks and Recreation Director October 4, 2011 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.D.3. Stuart Fox, Parks and Natural Emerald Ash Borer and Japanese Beetle Resources Manager, Parks and Update Recreation Action —None required,information item Synopsis At the last City Council meeting a request was made by Mayor Tyra-Lukens for a staff update on the status of Emerald Ash Borer(EAB)within the city. Director Lotthammer responded that information would be presented to the Council regarding EAB as well as another plant pest, the Japanese Beetle. Emerald Ash Borer - Background Information Emerald ash borer(EAB) is an ash tree destroying insect. Since it was first detected in North America, the beetle has been found in Illinois, Indiana, Iowa, Kentucky, Maryland, Michigan, Minnesota, Missouri,New York, Ohio, Pennsylvania, Tennessee,Virginia, West Virginia, and Wisconsin. The closest areas to Eden Prairie where EAB has been found are the Summit Avenue neighborhood of St. Paul, the City of Shoreview, and the Prospect Park East River Road neighborhood of Minneapolis. Due to the discovery of EAB and to slow its spread, the Minnesota Department of Agriculture has quarantined Hennepin, Houston, Ramsey, and Winona counties. Movement of the following items is prohibited out of EAB quarantined counties: • Firewood from hardwood trees • Entire ash trees • Ash limbs and branches • Ash logs or untreated ash lumber with bark attached • Uncomposted ash chips and uncomposted ash bark chips greater than 1 inch in two of three dimensions. The original quarantine went into effect in 2009 and recently has been updated to reflect the most recent discovery of additional EAB infestations in south-east Minnesota. Emerald Ash Borer and Japanese Beetle Update October 4, 2011 Page 2 • EAB -Technical Information The MN Department of Agriculture (MDA) and the MN Department of Natural Resources (MN DNR) are coordinating efforts to educate, detect and respond to EAB infestations. Residents can get the most recent information on EAB by clicking on the web links to each agency websites found on the City's website under Forestry and Natural Resources page. • EAB -Detection The (MDA) has been placing specialized traps throughout the state. The trap is baited with a pheromone to attract male beetles. Several of these traps can be found in the city, they are large purple cylinders huge from tree branches. An informational sign is posted adjacent to the trap to inform the public about the trap and its purpose. At the current time EAB has not been detected within the city. • EAB - Status in Eden Prairie As mentioned above, EAB hasn't been detected with Eden Prairie but we do respond to calls from concerned citizens to look at a sick ash trees as well as numerous other tree issues. The primary focus of the forestry program has been the detection and removal of diseased elm and oak trees. This program started in the mid-70's when it was mandated by MN State Law that elm trees infected with Dutch Elm Disease (DED) and red oaks infected with Oak Wilt (OW) must be removed to protect the urban forests of the seven county metropolitan area. Eden Prairie's program of detection, timely removal, and sanitation(disposal) of both DED and OW trees has been going on for over 35 years. Along with the tree disease program emphasis was placed on planting replacement and new urban trees within the city. With the rapid growth in the 80's an emphasis was placed on planting multiple species of trees throughout the city to lessen the chances of losing a majority of trees in the future to another tree disease. The tradition of planting"street trees"was redirected into planting trees off the roadway boulevard and into front yards. This has resulted in a very diverse urban forest within the city, most of it being located on private property. During the development of our numerous parks we used the same conscientious planning to not have a monoculture of trees on public property. • EAB -Prevention Currently there are a number of systemic insecticide treatments for ash trees that are on the market. Some are commercially applied, others are available to homeowners. The insecticides are applied by injection or by means of a soil drench around the base of ash trees. The MDA has an extensive list of the chemicals, methods of application and the pros/cons of their usage. In addition the MDA is releasing parasitic wasps (non-stinging to humans) in an attempt to control the beetle populations within the areas where the beetles have been detected. Biological control of EAB is relative new, but has shown promise in other regions of the U.S. Emerald Ash Borer and Japanese Beetle Update October 4, 2011 Page 3 • EAB -What is in the Future Based on the latest detection information it is likely that EAB will eventually reach Eden Prairie. The unfortunate thing is that firewood seems to be the principle method of movement of the insect and many people seem to not be aware of the firewood quarantine measures. The estimate of how many trees could/would be lost is difficult to say at this time. Ash tree population totals have published in the paper but they seem to vary greatly. We have ash trees planted throughout the city and an infestation of EAB would most certainly impact the look of many properties and park. EAB - Summary The staff will be attending an EAB Round Table discussion in early November to learn more about this threat to our ash trees. We continue to monitor the MDA and MDNR websites in order to keep residents informed and will report back to the City Council whenever new information related to EAB in Eden Prairie becomes available. Japanese Beetle - This summer Eden Prairie and the rest of the metro area were plagued by this insect. Lace- looking chewed-up leaves and flowers were the direct result of Japanese beetles. After being inundated by concerned residents we posted web links from the city's website to the University of Minnesota and the US Department of Agriculture websites to assist residents with this issue. • History and Habits The Japanese Beetle is an"imported" insect that was first found in New Jersey in 1916. This beetle is not a major pest in Japan or the eastern US, however in MN due to a lack of a specific soil protozoa, it has become a major headache. The city has experienced a few bad years over the past decade,but 2011 was one of the worst years ever. The Japanese Beetle spends most of the year underground as a grub with the adult emerging from July to September to eat and mate. They are susceptible to drought and a few fungal conditions, but they have few natural enemies. Many residents used pheromone baited bags in an attempt to trap/control the number of beetles feeding on their trees, shrubs and garden plants. • Effects of the Japanese Beetle After this year's beetle invasion, valued plants and trees look very unsightly,but rarely do they suffer permanent damage. The major concern within the park system is that the feeding activities of the young beetle larvae (grubs) occur in the shallow roots of turf areas. We have noticed that several of our irrigated athletic fields have large patches of dead turf due to the feeding activities of these grubs. We have begun an insecticide treatment program to reduce the damage and hopefully keep the loss of turf to a minimum. Attachments—Fact sheets on Emerald Ash Borer and Japanese Beetle MINNESOTA DEPARTMENT 625 Robert St. N . , St. Paul , MN 55155 -2538 OF AGRICULTURE www. mda . state . mn . us Plant Protection , Ph : 651 - 201 - 6536 FACT SHEET Emerald Ash Borer QUESTIONS AND ANSWERS On May 14, 2009, Emerald Ash Borer (EAB) was confirmed as present in the South Saint Anthony Park neighborhood in South St. Anthony Park. EAB is a serious invasive tree pest and, consequently, a quarantine has been placed on Ramsey and Hennepin counties to help slow the spread of EAB to other areas. 1 . How many trees were infested in South St. Anthony • When ash trees can be safely removed and chipped : Park? October through April Sixty eight trees were confirmed as infested-34 public , • A number of waste sites are available in both Ramsey 34 private, and they were moved and destroyed during the and Hennepin counties for commerical and residential first week of June . More infested trees are undoubtedly drop off of tree debris . A list of sites and contact present inside and outside of this neighborhood, but remain information is available at our website . undiscovered. 5. What simple things I can do to help prevent my ash 2 What Do I Do if I think I have Emerald Ash Borer ? tree from being infested ? Unfortunately, there is no way to guarantee that ashes Visit our website at http ://www.mda .state. mn. us/ won 't get infested; this is why EAB is such a problematic invasives/eab and look on the right hand side for "Do I tree pest. Have Emerald Ash Borer?" Follow the instructions on the checklist. If you do not have access to the web, call the It is recommended to postpone pruning to late fall and MDA's Arrest the Pest Hotline at 651 -201 -6684 (Metro winter months when the trees are dormant—especially Area) or 1 - 888- 545 -6684 (Greater Minnesota) . You can in areas where EAB has been confirmed; this will help also email us at Arrest. The .Pest@state .mn. us . prevent further movement of EAB . Meanwhile, watch your trees for signs of infestation, and contact a city forester or 3 . What does living hi a quarantine area mean ? tree care company with a certified staff arborist when you Hennepin and Ramsey Counties have been declared a have questions . For a list of signs and symptoms of EAB quarantine area. This means that ash debris and firewood visit our website . (including non- coniferous firewood) cannot be transported out of the counties by anyone , including residents and commercial businesses ; however, ash and other wood debris can move within, between, and into the quarantined counties . To reduce the spread of EAB within the quarantine area, it is recommended that ash debris and le' firewood are disposed of or used as locally as possible . ' %AV .r 4. If I have uninfested ash trees , should I immediately ; . 4 � remove them ? No. Removing ash trees that are not known to be infested � 4 is not recommended at this time for many reasons—one of which is because the extent and the "epicenter" of the ors`; infestation is not fully known . Because the extent of the _ " E _ - 7 5 vir _ infestation is not known, most experts agree that removal of uninfested ash trees is premature . EMERALD ASH BORER ADULT In accordance with the Americans with Disabilities Act, an alternative form of communication is available upon request. EAB Q and A.mdd os zs ov TTY: 1 - 800-627-3529. MDA is an equal opportunity employer and provider. 6. What other options are available for protecting ash 9 . Can I trim my ash trees ? trees ? It is recommended to postpone pruning trees until late fall For valuable ash trees, there are pesticide treatments that or winter (just like oaks) . Emerald ash borer larvae can can be applied directly to the tree to save the tree from hide inside branches no thicker than your thumb . If your EAB damage, but it is important to select the right one for ash tree is infested and you move the infested branches your trees—and to realize that the pesticides will need to be to a different location, you may be helping the ash borer reapplied (and paid for at the homeowner 's expense) after find new tree hosts . Also, the state quarantine in place for a certain length of time to maintain their protective effect. Hennepin, Ramsey and Houston counties prohibits the While some products can be applied by homeowners, movement of any ash tree trimmings from those three others can only be applied by licensed commercial counties into other counties . pesticide applicators . Ash trees greater than 15 inches in diameter are too big for the do- it-yourself treatments and 10. If I remove an ash tree , what do I do with the need to be treated by a professional tree care company. stump ? One of the best sources of information about treatment Since ash tree stumps can remain living, and EAB larvae options is the University of Minnesota Extension website at live in the cambium layer underneath the bark, it is strongly www. extension. umn . edu/issues/eab and see their section recommended to grind the stump out. Applying herbicide to on "Management. " the stump is another alternative, and debarking the stump as low as possible to the ground is a third option. 6a . Don ' t start treatments until the pest is near. The rule of thumb is to start treatments when the nearest 11 . If government officials discover infested ash, do they confirmed emerald ash borer infestation is within 10- 15 order their removal ? If so, during what timeframe miles of your property. With the infestation in St. Paul , do we order their removal ? And who pays for the this 15 -mile radius now includes most of the Twin Cities removal? metro area. See the quarantine map at our website under In St Paul, if confirmed infested trees are found on private "Information for Homeowners and Residents" property they will be ordered to be removed at the expense of the property owner. Infested ash trees on public property 7 . How does the insecticide treatment work ? will be removed by the city. There are two common approaches to EAB control, both of which target the adult beetle . The first is a soil drench 12 . Are there any resources available for residents treatment taken up by the root system; the second is a thinking of replacing ash trees or planting trees trunk injection treatment. The latter approach is considered other than ash ? more effective and less impactful on the environment. Yes, you can find many recommended tree species at the Both treatments affect adults ; some products may affect following website . Keep diversity in mind as you select larvae in the tree . However, the injection treatments new trees, and be sure that the trees you ' re looking for can typically require specialized equipment and training and thrive in Plant Hardiness Zone 4 . See http : //www.forestry. should be performed by a licensed tree care specialist. For umn . edu/extension/ for more information. information on insecticide treatments, visit the University of Minnesota Extension website . 8. Where can I take limbs that break off during the summer ? Residents with ash limbs and other ash tree debris in the quarantine area must take it to a designated site within the quarantine area. If possible don 't create ash debris until fall . To help minimize the spread of EAB , dispose of your ash waste using the facility closest to the source of the tree . For a list of the sites that take tree waste within the quarantine area, visit the MDA website . Japanese Beetle Management in Minnesota Page 1 of 7 UNIVERSITY OF MINNESOTA I EXTENSION WW-07664 Updated 2011 Japanese Beetle Management in Minnesota Vera Krischik,Associate Professor, Department of Entomology, University of Minnesota Doree Maser, Minnesota Department of Agriculture Copyright© 2011 Regents of the University of Minnesota.All rights reserved. Japanese beetle (Popillia japonica) Family Scarabaeidae The Japanese beetle (JB) is a serious pest of turf and ornamental plants. Grubs feed on the roots of grass and adults feed on the foliage of more than 300 plant species. Japanese beetles were first found in United States in 1916, after being accidentally introduced into New Jersey. Until that time, this insect was known to occur only in Japan where it is not a major pest. It is controlled in the eastern United States by soil-inhabiting protozoans that are not present in Minnesota. There are two biological control agents, the fly Istocheta aldrichi and the tiphid wasp, Tiphia vernalis, but they do not control infestations. There are a number of related beetles in the family Scarabaeidae that feed on the roots of grasses. In Minnesota, JB is the worst pest, so you need to identify grubs to species as the life history varies and management is not the same for all species. A management program consists of identifying grubs to species, determining grub numbers, identifying thresholds, timing pesticide application to smaller grubs, and monitoring the treated area for results. Identifying adult Japanese beetles Japanese beetle adults are approximately 3/8 inches in length with a dark metallic green head and metallic dark tan wings. Key characteristics for adult JB are two white rear tufts and five white lateral tufts of hair (Figure 1). Figure 1.Adult stages of several white grub species. tto .fs • is adult Japanese beetle adult False Japanese beetle adult rose chafer Popillia japonica Strigoderma arbicola Macrodactylus subspinosus Japanese beetles have two False Japanese beetles lack the Rose chafer are a light green white rear tufts and five white five white hair tufts along wing tan color with long legs. Adults lateral tufts of hair. Adults found margin. Adults rarely seen. found on plants. on plants. adult May/June beetle adult masked chafer adult black turfgrass Ataenius Phyllophaga species Cyclocephala borealis Ataenius spretulus Adults found at lights. Adults do not feed so not found The smallest species found in at lights or plants. turf with high organic matter. http://www.extension.umn.edu/distribution/horticulture/DG7664.html 9/29/2011 Japanese Beetle Management in Minnesota Page 2 of 7 Identifying the grub stage of Japanese beetles Japanese beetle larvae or grubs are "C" shaped and live in the soil and feed on grass roots. JB was recorded to feed on the roots of corn, beans, tomatoes, and strawberries. Grubs can be identified to species by the pattern of hairs on their brown hind ends (raster). Using a 10- power hand lens, you can see that the hairs on the raster of Japanese beetle form a small "V" shape just below the anal slit (Figure 2). Figure 2. Grub rastral patterns are used for identification. The hind end of the grub, its raster, contains sutures with hairs. JB has a small "V" shape suture with hairs. Clockwise from top are rasters of Japanese beetle, masked chafer, May/June beetle, and black turfgrass Ataenius. , Y� I // -'�/J$panese i, / beetle ♦ d \ , / r ' - \masked chafer I 4 ,s Oft VIA \ /I' +h\ \ ` sq \ gipl `-.�...�fMay/June beetle / —!lack turlgrass Alaentus Scouting for grubs Grubs chew off grass roots and reduce the ability of grass to take up enough water to withstand stresses of hot, dry"weather. As a result, large dead patches of grass develop in grub infested areas. These dead patches can be rolled back like a carpet to expose the lack of turf roots. Grubs can be found in adjacent green areas. Early recognition of the problem can prevent this destruction. Starlings and crows, as well as moles, shrews, and skunks may be seen digging up grubs, also damaging the turf. Grub populations between 7 and 15 per square foot can cause significant damage to non-irrigated turf. Irrigated turf can withstand a higher grub count because the increase in water compensates for the roots chewed off by the grub. Japanese beetle life cycle Adults emerge from the soil in early July, feed, mate, and lay eggs. In July adults are noticed feeding on vines, linden trees, roses, and many other ornamentals. Activity is most intense over a 6 to 8 week period, after which the beetles gradually die off. Individual beetles live about 60 days. Over 2 months females can lay a total of 60 eggs. JB adults feed in full sun at the top of plants, moving downward as the leaves are consumed. Odors emitted from beetle-damaged leaves causes beetles to aggregate. Also, adults release an attraction pheromone that causes them to aggregate. At dusk, this pheromone is no longer produced and the females fly to turf to lay eggs. Females burrow 2 to 3 inches into the soil and lay their eggs. The grubs grow quickly and by late September are almost full-sized (about 1 inch long). When the soil cools to about 60A°F in the fall, the grubs begin to move deeper. Most pass the winter 2 to 6 inches below the surface, although some may go as deep as 8 to 10 inches. Grubs feed again in May when ground temperatures are above 50A°F (Figure 3). http://www.extension.umn.edu/distribution/horticulture/DG7664.html 9/29/2011 Japanese Beetle Management in Minnesota Page 3 of 7 Timing pesticide application Adults fly long distances to food plants; so adult infestations do not indicate turf infestations. Timing of pesticide treatment is important. Insecticides for grubs can be applied from May through mid-June, when recently overwintered grubs (larvae) start feeding. However, these grubs are large and may be difficult to kill. Starting in mid-June most grubs are in the pupal stage and insecticides are not effective. In early July adults emerge to feed on plants, mate, and then at night fly to grass to lay eggs. The best time to apply insecticides for grubs is from mid-July until early September. Granular applied insecticides distributed on soil with a spreader are usually the best insecticides for JB (Figure 3). Figure 3. Life cycle of Japanese beetle: egg, grub, and adult stages. In June, the grub turns into a pupa. It emerges from the soil in late June and July as an adult, to mate and lay eggs. Females live for a few weeks feeding on trees, shrubs and roses in the morning, returning to the turf in the afternoon to lay more eggs. Eggs hatch in July and grubs are almost full grown by late August. Grubs dig deep in the soil for the winter months and then move upward in spring as the soil warms. Grubs do best in warm, slightly moist soil that has plenty of organic matter and tender grasses. However, they can survive in almost any soil. F An A AA N A o I; D Ltirl y liummill A ._0 , ....., JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC grub grub grub grub grub pupae adult grub grub grub grub grub deep deep deep root root egg root root deep deep deep in soil In soli to soil feeding feeding laying feeding feeding in soil In soil In soil Insecticide recommendations for grub control If many adults are feeding on leaves in an area, it does not indicate a grub infestation in the turf. Before applying an insecticide for grubs, make sure you have a large infestation. Look for areas of brown turf and search in adjacent green areas for grubs and pupae. Insecticides are needed to control grubs and adults if the damage is extensive. Irrigating after applying an insecticide improves its insect control. However, a significant rainfall shortly after the application may reduce the insecticide's concentration below effective levels. Infestations should be checked one week after an insecticide is applied, especially if the original grub population was high. If after 10 days the grubs are still alive, apply a different product. Also, read the label carefully for cautions about their use (Tables 1 and 2). The best time to apply insecticides for grubs is from mid-July until end of September. Granular applied insecticides distributed on soil with a spreader are usually the best insecticides for JB. There are conventional insecticides that kill grubs (imidacloprid) and biorational insecticides that conserve beneficial insects in turf(halofenozide and Acelepryn). In trials in Ohio milky spore disease (Bacillus popillae) has not been as successful in killing JB grubs as was reported in the 1960's. A beneficial nematode, Heterorhabditis bacteriophora, attacks JB grubs. Nematodes are microscopic parasitic roundworms that transport and feed on bacteria. When they find a grub, the nematodes penetrate the larva and inoculate it with bacteria, which quickly multiply within the grub's body. The nematode then feeds on the bacteria. Nematodes need to be applied to soil at night and the soil must be irrigated daily to kill it moist so the nematodes stay alive. Grub insecticides Imidacloprid—use from July until early September. It has minimal risk to mammals and fish. Halofenzide—use from July until end of August. It mimics an insect hormone and is best applied when adults are active and laying eggs. Minimize thatch since heavy thatch will prevent the insecticide from penetrating to the area where insects are feeding. http://www.extension.umn.edu/distribution/horticulture/DG7664.html 9/29/2011 Japanese Beetle Management in Minnesota Page 4 of 7 Trichlorfon— is fast-acting, but susceptible to alkaline hydrolysis. It degrades very rapidly in very hard or alkaline water or in a high pH soil. Half of the active ingredients will be degraded in 30 minutes at a pH of 9. Do not lime your lawn just before or after treatment for the same reason. Trichlonfon can be used as a rescue treatment when damage is observed late in the summer. Chlorpyrifos —is only available to golf courses. It is generally not considered a top choice due to the high binding ability of the active ingredient to the thatch. It is a good choice for adult Japanese beetle control, but is available only to nurseries and golf courses. Milky spore disease—is caused by the bacteria Bacillus popilliae and is sold under the names of Japidemic Doom and Milky Spore. Recent trials with these formulations have not reduced Japanese beetle grub numbers in turf. Insecticide recommendations for adult control Removing beetles by hand may provide adequate protection for backyards, especially when beetle numbers are low. The presence of beetles on a plant attracts more beetles. Thus, by not allowing beetles to accumulate, plants will be less attractive to other beetles. One of the easiest ways to remove Japanese beetles from small plants is to shake them off into jars filled with soapy water. With all insecticidal products, foliage and flowers should be thoroughly treated. The application may need to be repeated to prevent reinfestation. Follow label directions and avoid spraying under windy conditions. Never spray when bees are foraging. Be sure the insecticide is registered for use on the plant or crop you intend to spray. If it is a food crop, note the minimum number of days that must be observed between the date of the last application and the date of harvest. Different chemicals are used on adults when feeding on foliage. Foliar sprays of contact insecticides kill adults and offer immediate knockdown, such as carbaryl, acephate, pyrethrins, and pyrethroids. Examples include pyrethroid products such as cyfluthrin (Tempo, Bayer Advanced Lawn & Garden Multi-Insect Killer), bifenthrin (TaistarOne, Onyx), deltamethrin (Deltagard), lambda cyhalothrin (Scimitar, Spectracide Triazicide), esfenvalerate (Ortho Bug-B-Gon Garden & Landscape Insect Killer) and permethrin (Spectracide Bug Stop Multi-Purpose Insect Control Concentrate and other brands). Both pyrethroids and carbaryl provide around 2 weeks of protection. For adults, repeated applications may be necessary because of the relatively short residual effect of the pesticides. Insecticides that are advertised as organic usually do not kill adults. Formulations with pyrethrins and PBO (piponeryl butoxide) are more effective. Neem products such as Azatrol may provide about 3-4 days deterrence of feeding. Insecticidal soap, extracts of garlic, hot pepper, or orange peels, and companion planting, are generally ineffective (Tables 1 and 2). Soil-applied imidacloprid is systemic and translocated around the plant and kills adults when feeding on foliage. However, when adults feed on petals of shrub roses rather than the spiny leaves, imidacloprid is not effective. Soil-applied imidacloprid used on linden or basswood trees or any plant visited by bees or beneficial insects, can potentially kill any bees or beneficial insects feeding on the pollen and nectar in the flowers. JB traps: are they useful in controlling JB adults? Pheromone traps contain a lure with the scent of geraniums and rose (geraniol) and the sex pheromone of the JB female. The pheromone is very powerful and will call in beetles from a few thousand feet. Research demonstrated that more beetles fly toward trapsthen are caught; resulting in surplus beetles that feed on your plants. Think twice before purchasing and installing a pheromone trap. Some growers have set pheromone traps over basins filled with soapy water with a white bottom (opaque white plastic bag)to increase the size of the area to catch beetles. Some testify that these pools fill with beetles that drown in the soap and reduce the numbers in the area. If you are really frustrated with JB numbers, please try this method and see if JB numbers on your plants are reduced. Table 1. Insecticides to control Japanese beetle grubs and adults. Use for grubs when damage is observed. Use for adults when feeding and damage is observed on ornamentals. If a product does not work, switch to a different insecticide. a. Insecticides to control Japanese beetle grubs: incomplete list of professional and homeowner products http://www.extension.umn.edu/distribution/horticulture/DG7664.html 9/29/2011 Japanese Beetle Management in Minnesota Page 5 of 7 common name trade name target class comments imidacloprid Merit, Grubex, grubs neonicotinyl Low toxicity to mammals. Menards Grub Control halofenozide Mach2 grubs IGR, insect growth Conserves adult predators. regulator; diacylhydrazine chlorantraniliprole Acelepryn grubs insect muscles Conserves adult predators. Environmentally friendly. Available to professional applicators. trichlorfon Dylox grubs organophosphate High toxicity to birds, fish. Do not use nearer than 100 yards from water. Available for homeowner use. Not effective in pH 8 water. Bacillus popilliae Milky spore, grubs bacteria Not shown to be effective in Ohio Japademic, State tests. Doom Heterorhabditis grubs bacteria and Water before and daily after bacteriophora nematodes application. b. Insecticides to control Japanese beetle adults: incomplete list of professional and homeowner products common trade name target class comments name carbaryl Sevin adults carbamate High toxicity to bees, earthworms; moderately toxic to birds, fish. Do not use adjacent to water. Available for homeowner use. bifenthrin Talstar, Menards Insect adults pyrethroid High toxicity to honeybees, birds, Control, many other fish. Do not use nearer than 100 names yards from water. cyfluthrin Tempo, Bayer Advanced adults pyrethroid High toxicity to birds, fish. Do not use Lawn & Garden Multi- adjacent to water. Insect Killer lambda- Scimitar, Spectracide, adults pyrethroid High toxicity to fish. cyhalothrin Triazicide permethrin Astro, Spectracide Bug adults pyrethroid High toxicity to fish, bees. For home Stop Multi-Purpose lawns only. Insect Control Concentrate esfenvalerate Ortho Bug-B-Gon adults pyrethroid High toxicity to honeybees. Odor may Garden & Landscape be a problem in public places. Insect Killer deltamethrin DeltaGard adults pyrethroid High toxicity to birds, fish. Do not use adjacent to water. http://www.extension.umn.edu/distribution/horticulture/DG7664.html 9/29/2011 Japanese Beetle Management in Minnesota Page 6 of 7 common trade name target class comments name chlorpyrifos Dursban adults organophosphate High toxicity to birds, fish. Not available for home lawns. Table 2. For nurseries, insecticides (professional) to add to soil media to control JB grubs. common name trade name class comment bifenthrin Talstar pyrethroid For use in containers. imidacloprid Marathon chloronicotinyl For use in containers. Cultural control Carefully select plant species that Japanese beetle adults do not like to feed on, when retrofitting or adding to your landscape or golf course. Certain common landscape plants are inevitably attacked and may be poor landscape choices (Table 3). The nursery industry can reduce Japanese beetle numbers in cultivated areas or containers by eliminating grasses that the grubs feed upon. Table 3. Preferred plants of Japanese beetle. Plants that attract beetles Plants seldom damaged American chestnut flowering crabapple American elder hemlock silver maple American elm grapes arborviate holly spruce American linden hollyhock black oak juniper white ash American mountain ash horse chestnut boxelder pine white oak apple Norway Maple common lilac red maple white poplar birch plum euomymus red oak yew black cherry roses fir rhododendron cherry walnut green ash scarlet oak References Bloetscher, B. et al. 2001. Management of turfgrass pests, weeds, diseases, and insects. Ohio State University Extension Bulletin L-187. Bradenburg, R. and M. Villani. 1995. Handbook of Turfgrass Insect Pests, Entomological Society of America. 140 pages. Cranshaw, W. 1997. Turfgrass Insects in Colorado and Northern New Mexico, Colorado State Cooperative Extension, ISBN 1 889143006. 38 pages. Krischik, V. and M. Ascerno. Revised 2000. Managing Lawn and Turf Insects, University of Minnesota Extension Service, item FO-1008-F. 12 pages. Villain, M. and H. Tashiro. 2001. Turfgrass Insects of the United States and Canada, Cornell University Press, ISBN 0801418143. 391 pages. Websites on Turf IPM University of Minnesota CUES: Center for Urban Ecology and Sustainability Turf insects, www.entomology.umn.edu/cues North Carolina State University. www.turffiles.ncsu.edu Penn State University. - http://www.libraries.psu.edu/psul/lifesciences/agnic/turfprass/pests.html hltp://www.extension.umn.edu/distribution/horticulture/DG7664.html 9/29/2011