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City Council - 10/07/2014
AGENDA JOINT CITY COUNCIL/PLANNING COMMISSION WORKSHOP & OPEN PODIUM TUESDAY, OCTOBER 7, 2014 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 PLANNING COMMISSION MEMBERS: John Kirk, Jon Stoltz, Travis Wuttke, Steven Frank, Ann Higgins, Mary Egan, Charles Weber, Andrew Pieper 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, City Planner Julie Klima, Senior Planner Regina Rojas, and Recorder Lorene McWaters Workshop-Heritage Room II— 5:30 p.m. I. TRANSIT-ORIENTED DEVELOPLENT (TOD) ORDINANCE Council Chambers— 6:30 p.m. II. OPEN PODIUM III. ADJOURNMENT AGENDA EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY, OCTOBER 7, 2014 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 Julie Klima, Community Development Director Janet Jeremiah, Parks and Recreation Director Jay Lotthammer, City Attorney Ric Rosow and Council Recorder Jan Curielli I. CALL THE MEETING TO ORDER II. PLEDGE OF ALLEGIANCE III. COUNCIL FORUM INVITATION IV. PROCLAMATIONS/PRESENTATIONS A. PRESENTATION OF NATIONAL AWARD FOR FIRE PREVENTION PROGRAM EFFECTIVENESS B. RECOGNITION OF FIRE INSPECTOR RICK HAMMERSCHMIDT V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, SEPTEMBER 16, 2014 B. CITY COUNCIL MEETING HELD TUESDAY, SEPTEMBER 16, 2014 VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS VIII. CONSENT CALENDAR A. CLERK'S LICENSE LIST B. AWARD CONTRACT TO ACCELERATED TECHNOLOGY FOR AQUATICS CENTER PHASE I AUDIO,VIDEO AND DATA TECHNOLOGY EQUIPMENT C. AUTHORIZE ENTERING INTO PERMANENT USE AGREEMENT WITH METROPOLITAN AIRPORTS COMMISSION FOR USE OF CEDAR HILLS PARK D. ADOPT RESOLUTION AUTHORIZING FILING OF AN APPLICATION IN PARTNERSHIP WITH TRUE FRIENDS FOR A HENNEPIN YOUTH SPORTS PROGRAM GRANT FOR PLAY STRUCTURE IMPROVEMENTS AT CAMP EDENWOOD CITY COUNCIL AGENDA October 7, 2014 Page 2 E. ADOPT RESOLUTION APPROVING APPOINTMENT OF ELECTION JUDGES AND STUDENT ELECTION JUDGES FOR NOVEMBER 4, 2014, GENERAL ELECTION F. APPROVE PROFESSIONAL SERVICES AGREEMENT WITH MARCO TO UPDATE THE CITY'S TELEPHONE SYSTEM G. ADOPT POST ISSUANCE COMPLIANCE POLICY H. ADOPT RESOLUTION APPROVING RENEWAL OF MUTUAL AID PACT WITH HENNEPIN COUNTY CHIEFS OF POLICE I. APPROVE PROFESSIONAL SERVICES AGREEMENT WITH SRF CONSULTING GROUP FOR PRELIMINARY DESIGN SERVICES FOR THE HIAWATHA AVENUE EXTENSION PROJECT 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 1. Approve Lease between the City of Eden Prairie and Supervalu Inc. for Space at the Eden Prairie City Center Property 2. Watershed District Rules C. REPORT OF THE COMMUNITY DEVELOPMENT DIRECTOR D. REPORT OF PARKS AND RECREATION DIRECTOR 1. Agreement with Ice Castles LLC to Provide an Ice Castle Attraction at Miller Park E. REPORT OF PUBLIC WORKS DIRECTOR F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF CITY COUNCIL AGENDA October 7, 2014 Page 3 H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT ANNOTATED AGENDA DATE: October 7, 2014 TO: Mayor and City Council FROM: Rick Getschow, City Manager RE: City Council Meeting for Monday, October 7, 2014 TUESDAY, OCTOBER 7, 2014 7:00 PM, COUNCIL CHAMBER 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. PRESENTATION OF NATIONAL AWARD FOR FIRE PREVENTION PROGRAM EFFECTIVENESS Synopsis: The Eden Prairie Fire Department was recognized for the second year in a row, with an award from the National Association of State Fire Marshals (NASFM) for its highly effective fire prevention and education strategy. Only twelve departments in Minnesota received this award for exceptional performance. (142 fire departments from 33 states were recognized overall.) State Fire Marshal, Bruce West, will be at the Council Meeting to present the NASFM Life Safety Achievement Award for 2013. B. RECOGNITION OF FIRE INSPECTOR RICK HAMMERSCHMIDT Synopsis: The Eden Prairie Fire Department implemented a rental housing program in June of 2006, which has brought the number of fires in our large, multi-family rental housing units to zero. Cities of same or similar size and demographics continue to have significant fires in their multi-family dwellings. Fire Inspector Rick Hammerschmidt will be recognized for his efforts in creating a well-organized program that benefits the City, the residents, and property owners. ANNOTATED AGENDA October 7,2014 Page 2 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, SEPTEMBER 16, 2014 B. CITY COUNCIL MEETING HELD TUESDAY, SEPTEMBER 16, 2014 VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS VIII. CONSENT CALENDAR MOTION: Move approval of items A-I on the Consent Calendar. A. CLERK'S LICENSE LIST B. AWARD CONTRACT TO ACCELERATED TECHNOLOGY FOR AQUATICS CENTER PHASE I AUDIO,VIDEO AND DATA TECHNOLOGY EQUIPMENT C. AUTHORIZE ENTERING INTO PERMANENT USE AGREEMENT WITH METROPOLITAN AIRPORTS COMMISSION FOR USE OF CEDAR HILLS PARK D. ADOPT RESOLUTION AUTHORIZING FILING OF AN APPLICATION IN PARTNERSHIP WITH TRUE FRIENDS FOR A HENNEPIN YOUTH SPORTS PROGRAM GRANT FOR PLAY STRUCTURE IMPROVEMENTS AT CAMP EDENWOOD E. ADOPT RESOLUTION APPROVING APPOINTMENT OF ELECTION JUDGES AND STUDENT ELECTION JUDGES FOR NOVEMBER 4, 2014, GENERAL ELECTION F. APPROVE PROFESSIONAL SERVICES AGREEMENT WITH MARCO TO UPDATE THE CITY'S TELEPHONE SYSTEM G. ADOPT POST ISSUANCE COMPLIANCE POLICY H. ADOPT RESOLUTION APPROVING RENEWAL OF MUTUAL AID PACT WITH HENNEPIN COUNTY CHIEFS OF POLICE I. APPROVE PROFESSIONAL SERVICES AGREEMENT WITH SRF CONSULTING GROUP FOR PRELIMINARY DESIGN SERVICES FOR THE HIAWATHA AVENUE EXTENSION PROJECT ANNOTATED AGENDA October 7,2014 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 1. Approve Lease between the City of Eden Prairie and Supervalu Inc. for Space at the Eden Prairie City Center Property Synopsis: The lease with Supervalu has a five-year term starting March 1, 2015 and will encompass 40,513 square feet of rentable area or 55% of the 73,755 total square feet available for lease in the upper west-half of the City Center. Exhibit B of the enclosed lease shows the exact location of the lease area for Supervalu as well as for the remaining 33,242 square feet of rentable area. For the first six month of the lease Supervalu will have an exclusive right to expand into the remaining 33,242 sf of remaining space. From that point forward they will then have a one-time first right of refusal to lease any additional space. For the first five-months of the lease they will pay operating expenses only in the amount of$8.50/sf and will pay full rent starting August 1, 2015. Summary of Lease Terms: Gross Rent: Year Per SF Annual 1 $19.25 $598,410.77(month 1-5= $8.50/sf) 2 $19.73 $799,321.49 3 $20.22 $819,172.86 4 $20.73 $839,834.49 5 $21.25 $860,901.25 Total Rent: $3,917,640.86 Term: 5 years Extended Term 2 consecutive options—5 years each at prevailing fair market rental rate. Rent Escalator: 2.5% annually Tenant Allowance: $20/sf or$810,260 from City for tenant improvements. Designated Parking: 43 spaces Broker Commissions: Landlord Broker(Cushman Wakefield)= $91,154.25 Tenant Broker(CBRE)= $202,565.00 Total Commissions = $293,719.25 ANNOTATED AGENDA October 7,2014 Page 4 MOTION: Move to: Approve a new lease between the City of Eden Prairie and Supervalu Inc. for space at the Eden Prairie City Center property located at 8100 Mitchell Road. 2. Watershed District Rules Synopsis: At both the September 2 and September 19 Council meetings, there was a discussion regarding the rulemaking of the Riley Purgatory Bluff Creek Watershed District. Staff plans to provide a brief update on the overall status of the Riley Purgatory Bluff Creek Watershed District rulemaking process at this meeting. C. REPORT OF THE COMMUNITY DEVELOPMENT DIRECTOR D. REPORT OF PARKS AND RECREATION DIRECTOR 1. Agreement with Ice Castles LLC to Provide an Ice Castle Attraction at Miller Park Synopsis: Staff was approached by representatives of Ice Castles, LLC with a request to use a location within the city to construct an ice castle amenity. After several site visits with staff from multiple departments, it was determined that Miller Park could be a suitable and appropriate location. Staff has worked with the City Attorney to construct a Use Agreement that outlines the terms of use and insures proper insurance and indemnification. The base fee that has been negotiated is $2,812.50/month. In addition to the base fee, an additional $2,625.00 for each 10,000 visitors exceeding 40,000 will be collected. An estimate of 50,000—70,000 people from Eden Prairie and around the region are expected to visit the attraction. MOTION: Move to authorize entering into a Use Agreement with Ice Castles LLC to provide an ice castle attraction at Miller Park. 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 7, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IV.A. Fire Eden Prairie Fire Receives National Award for Prevention Program Effectiveness Requested Action Synopsis The Eden Prairie Fire Department was recognized for the second year in a row, with an award from the National Association of State Fire Marshals (NASFM) for its highly effective fire prevention and education strategy. Only twelve departments in Minnesota received this award for exceptional performance. (142 fire departments from 33 states were recognized overall.) State Fire Marshal, Bruce West, will be at the Council Meeting to present the NASFM Life Safety Achievement Award for 2013. To qualify for the award, fire departments must have no fire deaths in residential structures or achieve a 10 percent reduction of fire deaths from the prior year. (Eden Prairie had zero fire deaths). In addition, award recipients documented active and effective fire prevention programs as well as a commitment to reducing the number of house fires in the community. "Experience tells us that fire prevention activity and public education can significantly reduce life and property loss from residential fires, " said NASFM Foundation President Butch Browning. "Prevention and education are very cost effective compared to the traditional approach of relying on fire suppression. The Life Safety Achievement Award recognizes fire departments for their fire prevention efforts and encourages them to continually improve upon those efforts. " "The heroic efforts of our local fire service aren't limited to rushing into burning buildings to save families. They also present educational information to local schools and other community groups to make sure people know how to respond to fires and how to prevent them in the first place," said Alan Clark, assistant vice president of Special Investigations for Grinnell Mutual. "The Life Safety Achievement Award recognizes fire departments for their fire prevention programs that have proven to save lives year after year. " Background Information The Eden Prairie Fire Department has several programs in place focused on fire prevention and safety in our community. With our focus on fire prevention and fire safety education in schools, with businesses, in our rental housing units, and at various community events we feel we are equipping our community with the best information to keep them safe in their homes and at work. The following bullet points summarize some of our long-standing programs: • The EPFD, along with the EPPD and the Parks and Rec Department have teamed together on Safety Camp. A program developed in Eden Prairie, which has grown throughout the country. This two-day camp allows third graders the opportunity to learn about many safety and prevention topics, including fire safety and prevention. • From 2006-2014, EPFD fire inspector Rick Hammerschmidt focused on rental housing inspections. His primary responsibilities included getting into rental properties on a regular basis, identifying reoccurring fire safety issues, enforcing codes and ordinances, educating property management and tenants on codes and ordinances and helping management companies with fire safety and prevention needs. Starting at the beginning of 2014, the responsibilities for rental housing inspections are being overseen by fire inspector Tony Liddell. • Fire inspector Chuck Schaitberger, along with countless firefighters over the years have visited the elementary schools in Eden Prairie, teaching children about fire prevention, fire safety and how to react if they do have a fire in their homes. CITY COUNCIL AGENDA DATE: SECTION: Presentations October 7, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IV.B. Fire Recognition for Service and Program Development Requested Action Synopsis The Eden Prairie Fire Department implemented a rental housing program in June of 2006, which has brought the number of fires in our large, multi-family rental housing units to zero. Cities of same or similar size and demographics continue to have significant fires in their multi-family dwellings. Fire Inspector Rick Hammerschmidt will be recognized for his efforts in creating a well-organized program that benefits the City, the residents, and property owners. Benefits of the Rental Housing Program We previously experienced regular, large loss fires in multi-family residential properties putting the residents of those properties and firefighters at risk for injury and death. Since 2006 the issue has been mitigated, and we have not had a significant multi-family fire for the past eight years. Other benefits include: • Assuring properties that are occupied as rental meet required safety standards as well as fire, rental housing, electrical, mechanical, and exterior maintenance codes • Helps prevent potential fires from occurring as a result of unsafe conditions or unsafe resident practices • Helps assure properties that are rental are kept up and maintained by owners and property managers • Cuts down on neighboring complaints and gives tenants and rental property owners a resource for assistance • Helps keep property values up and prevents blight Background Information Eden Prairie has 33 multi-family complexes with approximately 5,370 units and approximately 1,064 one-and-two family units that are listed as rental properties. From 2006-2014, EPFD Fire Inspector Rick Hammerschmidt focused on rental housing inspections. His primary responsibilities included getting into rental properties on a regular basis, identifying reoccurring fire safety issues, enforcing codes and ordinances, educating property management and tenants on codes and ordinances and helping management companies with fire safety and prevention needs. Prior to the program, Eden Prairie had regular and significant multi-family dwelling fires: Lake Place, Bay Point Lake, Eden Place Broadmoor, Parkway, and Shadow Green. Since the program's inception Eden Prairie has not suffered a significant multi-family structure fire. Fire Inspector, Tony Liddell took over the rental housing program as of the beginning of 2014 and is building on the strong foundation that Rick Hammerschmidt created. UNAPPROVE MINUTES I ITEM NO.: VI.A. CITY COUNCIL WORKSHOP & OPEN PODIUM TUESDAY, SEPTEMBER 16, 2014 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 Council Member Butcher Wickstrom was absent. I. 20-40-15 PROGRAM UPDATE Fleet Services Supervisor Paul Schlueter and Facilities Manager Paul Sticha provided an update on the 20-40-15 program. A newly completed four-minute video on the program was also shown. Facilities/Energy Savings Sticha said the goal for facilities is to achieve 20 percent efficiency improvements in City-owned buildings by 2015, with 2005 as the base year for comparison. Phase four of this portion of the program was completed in 2013, and phase five is currently underway. Phase Four projects included: Ice Rink Improvements • Conversion from Freon to ammonia refrigerant for Ice Rink 2 • Installation of Low E ceilings in all three ice rinks • Heat recovery system for sub-floor heating and snow melt pit in Rink 2 • Installation of a waste heat recovery fan-coil unit for space heating in Rink 3 • Variable speed drives installed on exhaust fans and makeup air units in Rink 2 • Variable speed drives installed on cooling tower fans Fire Station HVAC • Furnaces replaced with 90-percent efficient units • AC cooling units replaced with 15+ SEER efficient units Sticha said the energy savings for Phase 4 projects is estimated to be $60,000. The cost of the initiatives was approximately$500,000, for a payback of less than nine years. The annual energy savings of the first four phases of the program total approximately $250,000. In other words, compared to the base year of 2005, the City now saves $1,000,000 every four years in reduced energy costs. City Council Workshop Minutes September 16, 2014 Page 2 Phase Five projects underway for 2014 include: • High efficiency HVAC equipment for the aquatics expansion project, including waste heat recovery exchangers • High efficiency lights and HVAC improvements at park shelters and smaller buildings • High efficiency LED lighting to replace 46 high pressure sodium street lights • Installation of a photo-voltaic solar panel system at the Community Center Sticha said the City has achieved 18 percent improvement in energy savings, and staff believes Phase 5 projects will allow the City to achieve the 20 percent goal by the end of the year. Sticha said staff plans to continue to find more ways to conserve energy, including investigating the possibility of using a waste oil heating boiler at the maintenance facility and geothermal heat recovery at the Water Plant. Fleet Services/Fuel Economy Paul Schlueter said the goal for this portion of the program is to achieve a 40 percent increase in fuel economy by 2015. Strategies used to achieve these goals include: • Right sizing the fleet • Vehicles scheduled for replacement are replaced with fuel efficient models (6 hybrid vehicles are in use, and 26 vehicles have cylinder deactivation) • Employee training • Use of renewable fuels, B20 biodiesel, and electricity • Initiation of a Fuel Miser Award program Schlueter said the City has achieved a 36 percent increase in fuel economy since the program was instituted in 2005. The additional four percent needed to reach the goal will be achieved by continuing to right size the fleet, phasing in additional electric and hybrid vehicles, and implementing guidelines to reduce fuel use. Council Member Nelson asked if staff has engaged Xcel Energy in discussions about converting the street lights they own in Eden Prairie to LED. Ellis said Xcel is currently conducting a demonstration project in West St. Paul, and they will use the resulting data to establish new rates through the Public Utilities Commission. Mayor Tyra-Lukens said she thought the goals of the 20-40-15 program were aggressive when they were established back in 2005, and she is impressed with the variety and quality of improvements and how close the City is to achieving the goals. Nelson said she would like to see a new set of goals established to ensure the City stays on the path of constantly improving. Case said he agrees, and that a goal that carries through over a number of years regardless of changes in staff and elected officials is a good idea. City Council Workshop Minutes September 16, 2014 Page 3 II. OPEN PODIUM Bob Adomaitis— Southwest Metro Lakes Coalition Adomaitis said he lives on Lake Riley, and he is a member of the Southwest Metro Lakes Association, which was formed in response to regulations proposed by the Riley Purgatory Bluff Creek Watershed District. He said the watershed district has jurisdiction over five lakes (Mitchell, Red Rock, Riley, Lucy, Lotus) and 1,000 households. He said watershed districts are meant to preserve and protect lakes, and to conduct related educational activities. He said the Southwest Metro Lakes Association is not anti-rules or anti-watershed district. He said they do challenge the authority of the watershed district to institute rules that supersede rules that are already in place. He said the Lake Riley Improvement Association has partnered with the watershed district on projects in the past. The Southwest Metro Lakes Association believes it is the watershed district's responsibility to carry out water quality projects that benefit the most people. III. ADJOURNMENT UNAPPROVED MINUTES ITEM NO.: VLB. EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY, SEPTEMBER 16, 2014 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. CALL THE MEETING TO ORDER Mayor Tyra-Lukens called the meeting to order at 7:00 PM. Council Member Butcher Wickstrom was absent. II. PLEDGE OF ALLEGIANCE III. OPEN PODIUM INVITATION IV. PROCLAMATIONS /PRESENTATIONS A. DONATION FROM ELAINE SAMPSON FOR PURCHASE OF GLASS FUSING EQUIPMENT FOR THE ART CENTER(Resolution No. 2014-85) Lotthammer thanked the Sampson family for their generosity to the Art Center over the years. Elaine Sampson has recently donated$5,000 for glass fusing equipment for the Art Center. MOTION: Aho moved, seconded by Case, to adopt Resolution No. 2014-85 accepting the donation in the amount of$5,000 from Elaine Sampson for the purchase of glass fusing equipment for the Eden Prairie Art Center. Motion carried 4-0. B. DONATION FROM WARREN SAMPSON FOR GRAPHIC ARTS SERVICES FOR THE EDEN PRAIRIE PLAYERS BROCHURE (Resolution No. 2014-86) Lotthammer said Warren Sampson is donating $1,250 to purchase the services of an illustrator for the Eden Prairie Players'brochures. MOTION: Case moved, seconded by Nelson, to adopt Resolution No. 2014-86 accepting the donation in the amount of$1,250 from Warren Sampson to commission a graphic artist to create illustrations for the Eden Prairie Players 2015 season brochure. Motion carried 4-0. C. DONATION FROM KIT & TY THAYER TO SUPPORT COMMUNITY CENTER PROGRAMMING FOR INDIVIDUALS WITH SPECIAL NEEDS (Resolution No. 2014-87) Lotthammer said Kit and Ty Thayer have donated $1,000 for equipment and programs at the Community Center for individuals with special needs. MOTION: Nelson moved, seconded by Case, to adopt Resolution No. 2014-87 accepting the donation in the amount of$1,000 from Kit and Ty Thayer for the purchase of equipment to support programming opportunities for individuals with special needs. Motion carried 4-0. D. ANONYMOUS DONATION FOR PURCHASE OF WIRELESS MICROPHONES FOR THE EDEN PRAIRIE PLAYERS (Resolution No. 2014-88) Lotthammer said we have received an anonymous donation of$5,000 to purchase wireless microphones for the Eden Prairie Players. MOTION: Aho moved, seconded by Nelson, to adopt Resolution No. 2014-88 accepting the donation in the amount of$5,000 from an anonymous donor for the purchase of wireless microphones. Motion carried 4-0. V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS Getschow said Item VIII.F. should be removed from the Consent Calendar and Item VIII.K. added. MOTION: Case moved, seconded by Nelson, to approve the agenda as amended. Motion carried 4-0. VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, SEPTEMBER 2, 2014 MOTION: Aho moved, seconded by Case, to approve the minutes of the Council workshop held Tuesday, September 2, 2014, as published. Motion carried 4-0. B. CITY COUNCIL MEETING HELD TUESDAY, SEPTEMBER 2, 2014 MOTION: Nelson moved, seconded by Case, to approve the minutes of the City Council meeting held Tuesday, September 2, 2014, as published. Motion carried 4-0. VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS VIII. CONSENT CALENDAR A. CLERK'S LICENSE LIST B. EDEN HEIGHTS EAST by Stewart Land Partners LLC. Second Reading of Ordinance 19-2014 for Zoning District Change from R1-22 to R1-13.5 on 1.7. Acres. Location: Southwest corner of Pioneer Trail and Eden Prairie Road (Ordinance No. 19-2014 for Zoning District Change) C. ADOPT RESOLUTION NO. 2014-89 AND APPROVE FIRST AND SECOND READINGS OF ORDINANCE 20-2014 EXTENDING TO JANUARY 21, 2015, THE SATISFACTION DATES FOR EDEN GARDEN APPROVALS D. ADOPT RESOLUTION NO. 2014-90 DECLARING COSTS TO BE ASSESSED AND ORDERING PREPARATION OF SPECIAL ASSESSMENT ROLL AND SETTING HEARING DATE E. APPROVE PROFESSIONAL SERVICES AGREEMENT WITH SRF CONSULTING GROUP FOR DESIGN SERVICES FOR THE WEST 70T1 STREET IMPROVEMENT PROJECT F. APPROVE PROFESSIONAL SERVICES AGREEMENT WITH BLUESTEM HERITAGE GROUP TO PRODUCE INTERPRETIVE SIGNS AND KIOSK STAND FOR THE RILEY-JACQUES FARMSTEAD G. ADOPT RESOLUTION NO. 2014-91 AUTHORIZING SUBMISSION OF A HENNEPIN YOUTH SPORTS GRANT APPLICATION FOR IMPROVEMENTS TO DRY-LAND TRAINING FACILITY AT THE COMMUNITY CENTER H. AWARD CONTRACT FOR CONSTRUCTION OF ENTRANCE TO UPPER LEVEL VACANCY IN CITY CENTER TO INTEGRITY REMODELING I. APPROVE SECOND AMENDMENT TO REHABILITATION DEFERRED GRANT PROGRAM AGREEMENT BETWEEN THE CITY OF EDEN PRAIRIE AND PROP J. APPROVE CONSTRUCTION CONTRACT WITH VALLEY-RICH CO. FOR DUCK LAKE CULVERT REPLACEMENT AT DUCK LAKE TRAIL K. ADOPT RESOLUTION NO. 2014-92 IN SUPPORT OF DRISTEEM CORPORATION APPLYING TO THE JOB CREATION FUND PROGRAM MOTION: Nelson moved, seconded by Case, to approve Items A-E and G-K of the Consent Calendar. Motion carried 4-0. IX. PUBLIC HEARINGS/MEETINGS A. LION'S TAP RESTAURANT by John W. Shardlow, FAICP. Request for amending the Comprehensive Municipal Plan Change from Rural Residential to Neighborhood Commercial on 0.94 acres; amending the sewer plan to extend municipal services to serve an existing business located outside of the MUSA boundary. Rescind Resolution No 2013-97 (Approving Guide Plan Amendment and MUSA Expansion) and Resolution No 2013-98 (Approving PUD Concept Plan) Location: 16180 Flying Cloud Drive (Resolution No. 2014-93 for Guide Plan Change; Resolution No. 2014-94 Rescinding Resolution No. 2013-97- Approving Guide Plan Amendment and MUSA Expansion and Resolution No. 2013-98—Approving PUD Concept Plan) Getschow said the applicant previously requested and received approval for a Comprehensive Guide Plan change from Rural Residential to Neighborhood Commercial and a Comprehensive Plan amendment to extend the MUSA boundary to include the entire 11.5 acres owned by Bert and Bonnie Notermann. City Council approval was contingent upon Metropolitan Council approval. Upon review of the application, the Metropolitan Council recommended an alternative course of action. The specific recommendation was to amend the sewer plan to provide for the extension of a sewer line to serve only the Lion's Tap site rather than to extend the MUSA boundary to include the entire Notermann property. As a result, the proponent has withdrawn the previous request and has submitted the current request. The Planning Commission voted 5-0 to recommend approval of the project at the August 25, 2014 meeting. There were no comments from the audience. MOTION: Aho moved, seconded by Case, to close the public hearing, and to adopt Resolution No. 2014-93 for Guide Plan change from Rural Residential to Neighborhood Commercial on 0.94 acres and amending the sewer plan to extend municipal services to serve an existing business located outside of the MUSA boundary, and to adopt Resolution No. 2014-94 rescinding Resolution Nos. 2013- 97 (Approving Guide Plan Amendment and MUSA Expansion) and Resolution No. 2013-98 (Approving PUD Concept Plan). Nelson said she does approve of this project but asked if we have done anything to get the MUSA line extended to include all of Eden Prairie. Jeremiah said we see most of the land beyond the MUSA line as undevelopable or developable at low density because of the bluffs and other natural features. In this situation we have an existing business, and it makes sense to serve them with municipal services. She said the steep slopes protection still protects the bluffs. VOTE ON THE MOTION: Motion carried 4-0. B. MACP by Margaret A. Cargill Philanthropies. Request for Planned Unit Development Concept Review on 5.04 acres; Planned Unit Development District Review with waivers on 5.04 acres; Zoning District Amendment within the Office Zoning District on 5.04 acres; Site Plan Review on 5.04 acres; Preliminary Plat of 5.04 acres into 1 lot Location: 6889 Rowland Road(Resolution No. 2014-95 for PUD Concept Review; Ordinance for PUD District Review with waivers and Zoning District Amendment; Resolution No. 2014-96 for Preliminary Plat) Getschow said the project proposes the construction of an approximate 65,000 square foot expansion of the office building. The existing structure is approximately 27,000 square feet. The project includes many sustainable features including a green roof, photovoltaic systems, a geothermal system, water capture for irrigation, solar lighting, low mow landscaping, and permeable pavers. The Margaret A. Cargill Philanthropies (MACP) is seeking LEED Platinum certification with this building. Proponent is requesting a waiver related to the maximum building height in order to construct an elevator to provide access to the penthouse and green roof and a waiver to the parking requirements because of their special parking circumstances. The Planning Commission voted 5-0 to recommend approval of the project at the August 25, 2014 meeting. Shawn Kinniry, Manager of Office and Facilities for the MACP, said the Margaret A. Cargill Philanthropies is the largest philanthropic organization in Minnesota. MACP takes their commitment to the environment very seriously. He said much of their building expansion was planned to protect the adjacent wetland and to maximize sustainable resources. Betsi Vohs, representing Gensler Architecture, gave a PowerPoint overview of the design. She said MACP is committed to stay in Eden Prairie. The existing building is a very high quality building, and the proposed expansion will match that quality. The expansion plans will position them to achieve LEED Platinum Plus status. She reviewed the sustainable features planned for the expansion. They are requesting a waiver for parking because all of the MACP employees park below ground so their surface parking requirements are minimal. She said they worked with the watershed district to manage the stormwater runoff on site through the use of permeable pavers and native landscaping. They are requesting the height waiver in order to provide elevator access to the green roof and the penthouse. Chris Nelson, representing KFI Engineers, described the geothermal well field planned for the wetland. There were no comments from the audience. MOTION: Case moved, seconded by Aho, to close the public hearing; to adopt Resolution No. 2014-95 for Planned Unit Development Concept Review on 5.04 acres; to approve 1st reading of the Ordinance for Planned Unit Development District Review with waivers and Zoning District Amendment within the Office Zoning District on 5.04 acres; to adopt Resolution No. 2014-96 for Preliminary Plat of 5.04 acres into one lot; and to direct staff to prepare a Development Agreement incorporating staff and commission recommendations and Council conditions. Motion carried 4-0. Nelson said she commended MACP for being committed to attaining LEED Platinum status. X. PAYMENT OF CLAIMS MOTION: Nelson moved, seconded by Case, to approve the payment of claims as submitted. Motion was approved on a roll call vote,with Aho, Case,Nelson, and Tyra- Lukens voting "aye." 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 D. REPORT OF PARKS AND RECREATION DIRECTOR 1. Lease with True Friends for the Use of Camp Eden Wood Lotthammer said Camp Eden Wood partnered with the Glen Lake Sanatorium until ownership was transferred to the City of Eden Prairie in 1983. A condition of the property transfer to the City was that the property must be used for the benefit of disabled children and adults. The current lease for the property expires at the end of 2014. True Friends (formerly known as Friendship Ventures)would like to continue leasing the property to operate their camps and programs for children and adults. Staff worked with True Friends to craft the new lease which ensures all City ordinances and historic requirements are followed and ensures that the camp continues to operate in a manner that meets the requirements of the deed restrictions. The lease will run for the next 20 years with a possible ten-year extension. The lease terms have also been reviewed by the Historic Preservation Commission and the Parks, Recreation and Natural Resources Commission. Nelson asked if the lease guarantees they will continue to do camps and programs during the 20-year time period. Lotthammer said it is staffs assumption they will, and a condition of the lease states they must continue to fulfill the mission. If they were not able to meet the requirements, we would most likely entertain offers from other providers of these types of services. Case commented True Friends has done a great job of partnering with us and they do wonderful work. He asked if other similar groups might want to step up and meet the conditions of the lease in order to take advantage of the $1.00 a year rent. Lotthammer said the operating expenses of the facility are quite high, so he was not sure they would be able to operate with a higher rent. Case said, since no one else is knocking on our doors, we should be thrilled they want to be in the space. Lotthammer replied we believe this is a good match, and they make the best use they can of the camp and make improvements when possible. A representative of True Friends said they are committed to their mission to serve children and plan to do that for a long time to come. He noted they have plans to enhance the facility and add to its value. MOTION: Aho moved, seconded by Case, to authorize the lease agreement with True Friends for the use of Camp Eden Wood. Motion carried 4-0. E. REPORT OF PUBLIC WORKS DIRECTOR F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY 1. Watershed District Rules Getschow said at the September 2, 2014 meeting, Council Member Case brought up the issue of the proposed Riley Purgatory Bluff Creek (RPBC) Watershed District rules and requested that the City Attorney research the rulemaking authority of the RPBC and report back to the City Council at the next meeting. Additionally, Mr. Ellis will provide an update on the overall status of the RPBC Watershed District rulemaking process. Rosow noted the Council was provided with a copy of a legal memorandum on this subject. Rosow reviewed the authority given to watershed districts under State law. Members of the watershed districts are appointed by the county in which they are located. The RPBC Watershed District is located in two counties and has five managers. He said the purpose of his memo was to clarify the issue regarding whether they have the authority to adopt rules and, if they do, whether those rules trump the City ordinances that speak to the same issues. His conclusion was a watershed district located wholly within the metropolitan area may regulate the use and development of land in the watershed only if the local government does not have or has not implemented a properly approved local water management plan. Eden Prairie has approved and implemented a local water management plan. Case commented his understanding then would be that, if the proposed rules are passed in October, the people of Eden Prairie would not be legally bound to adhere to the new rules of the watershed district. Rosow said the RPBC Watershed District has a statutory duty to enact rules. Our staff has been working hard with them to see that their rules are consistent with our rules so there are no inconsistencies between the two. Case said he has great respect for the watershed districts'role to help with water quality and with water flowing from one municipality to another. He had some concerns that they have not gotten everyone to the table and have not worked with the lake associations, so our residents are not being engaged in the process. He thought the fact that the watershed district would not be able to enforce the rules might give an incentive for them to bring in the various partners. Nelson said one thing that comes up over and over again is that City staff is working on this and asked if we have given up our rights to have our own rules because our staff is working with them. Rosow said we have made sure whatever comments we have made would not abdicate our rights. We are continuing to work with them and some issues have been resolved. Aho thought it is important that we work with the watershed district. We have a great resource in our residents who live on the lakes because they know what is going on with that water. He thought it behooves the watershed district to partner with our residents and lakes organizations. It seems we have an adversarial relationship going on and that is a bad thing. Tyra-Lukens asked if there are any of our City water management rules that are more stringent than what is being proposed by the watershed districts. Ellis said there are a number of rules so it is hard to say if any are more stringent. The RPBC rules are equal to or more stringent than those of the Nine Mile Creek Watershed District and much more stringent than those of the Lower Minnesota River Watershed District. The RPBC rule regarding enhancements to property might be a little more stringent for our residents. Tyra-Lukens said a change needs to be made if we are functioning with a set of rules that seem to be inadequate to deal with the situation. She asked if that would be a case where the watershed district would come in to work with the City to increase the stringency of our codes. Ellis said there is a lake in town that has shown improvement in water quality without stringent rules so he did not ascribe to the theory that you have to put stringent rules in place. City staff has gone through the process with the idea that, if the watershed districts put in rules, we would like to start with the Nine Mile Creek rules. We have seen RPBC's rules become more stringent than Nine Mile Creek's rules. He noted under the new RPBC rules a lot of property in Eden Prairie would be classified as high risk for erosion and we don't know what the impact of that would be. Case asked where we go from here because it felt to him as though there is a window of opportunity for the City to get involved and facilitate conversations about where we need to go. We have an opportunity now to bring people to the table and to get the lakefront owners in the game. He thought they want the same thing but may be have different interpretations about what clean water is. Getschow said there are a couple of pieces of new information and we have updated comments on the proposed rules. We could elaborate on projects we have concerns with. The City Council and City staff have tried to stay connected with the lakes associations and have discussed issues with shallow lake management all the way through. We will work to come to a place where everyone can agree. Case asked that staff come back with updates on this. Getschow said they will have more information for the first or second meeting in October. Nelson said she would like more information about how the rules apply to people on creeks and next to wetlands. She asked how we would deal with a resident who wants to add a three-season porch and the City tells them it is fine to add one, but the watershed district rules say they can't add that. Getschow said right now Nine Mile or RPBC and the City work together to tell the resident what is required. We try to accommodate smaller issues involving the watershed districts here at our counters. Nelson commented Mr. Rosow just said as long as we have rules, their rules don't come in to play. Rosow replied his opinion is that as long as a resident is not asking for a variance from our rules, the watershed district 's rules do not apply. If the watershed district takes a contrary position and the homeowner is put in the middle, then in some situations it may not be the individual homeowner who would bring that challenge. XV. OTHER BUSINESS XVI. ADJOURNMENT MOTION: Aho moved, seconded by Case, to adjourn the meeting. Motion carried 4-0. Mayor Tyra-Lukens adjourned the meeting at 8:09 PM. CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 7, 2014 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. Requested Action Motion: Approve the licenses listed below Temporary Liquor Amended Organization Name from 9/16/14 approval Organization: Regions Hospital Foundation Event: Fundraiser Dinner Date: October 23, 2014 Place: Summit Place, A SilverCrest Community 8505 Flying Cloud Drive Amendment to Liquor License 2AM Closing Permit- Renewal Licensee name: The Tap House Restaurant Group, LLC DBA: Prairie Tap House - 1 - CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 7, 2014 DEPARTMENT: ITEM DESCRIPTION: ITEM NO.: VIII.B. Jay Lotthammer, Award contract to Accelerated Technologies for Parks and Recreation Director Aquatics Center Audio, Video and Data Technology Requested Action Motion: Award the contract to Accelerated Technologies for the Aquatics Center Phase I audio, video and data technology equipment for the amount of$88,372.50. Synopsis As part of the budget for the Aquatics Center construction project, requests for proposals for audio, video and data technology solutions were provided by vendors to the City of Eden Prairie. The proposals identified solutions for natatorium I-competition pools, the expanded fitness facilities, and natatorium II- leisure pool area. The proposals were reviewed and analyzed by HGA Audio technicians and city staff to ensure the products and design meets the needs of the facility. HGA provided city staff with a scoring system to accurately compare the vendor's solutions to ensure an objective analysis of the proposals. Based on solutions and pricing City staff recommends awarding the contract for phase I audio, video and data contract, which includes natatorium I and the fitness floor, to Accelerated Technologies. Vendor Phase I Aquatics Fitness Area Phase II Aquatics Accelerated $49,537.20 $38,835.30 $14,933.30 Technologies EPA $77,704.29 $32,336.02 $27,026.33 History In May 2014, the City Council approved moving into the construction phase of the aquatics center. Within the scope of the project, there were identified areas that would require a specialized contractor to develop and implement solutions such as audio, video and data. Vendors who have experience with projects of this scope were invited to submit proposals. City staff provided educational sessions to the vendors to ensure the user group's needs would be met. Needs addressed in the proposal include audio and microphone capabilities for the pool natatoriums conducive to competitive events, exercise classes and general use. In addition, meeting room audio, microphone and projection were addressed. City staff worked collaboratively with the vendors and architects to ensure the proposals would consider the potential for future enhancements. CITY COUNCIL AGENDA DATE: SECTION: Report of the Parks and Recreation Director October 7, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.C. Jay Lotthammer, Director, Permanent Use Agreement with the Parks and Recreation Metropolitan Airports Commission for the use of Cedar Hills Park Requested Action Move to: Authorize entering into a Permanent Use Agreement with the Metropolitan Airports Commission for the use of Cedar Hills Park. Synopsis Part of the terms of the 2002 Final Agreement between the Metropolitan Airports Commission and the City of Eden Prairie is for a use agreement allowing for the development of a neighborhood park be granted. The attached agreement outlines the terms of use. The MAC board has reviewed and approved the agreement. Background In December of 2002, the FINAL AGREEMENT CONCERNING FLYING CLOUD AIRPORT AND MAC ORDINANCE NO. 51 BETWEEN THE CITY OF EDEN PRAIRIE, MINNESOTA AND THE METROPOLITAN AIRPORTS COMMISSION was executed. The property identified is more commonly known as the Hustad/Atkins property and is depicted on the attached concept plan included in the agreement. Specifically, the agreement states: Hustad Property/Atkins Property/Special Assessments. A. MAC RESPONSIBILITIES AND COMMITMENTS (1) Subject to FAA approval for compliance with land release and revenue diversion, MAC shall provide a permanent license in favor of Eden Prairie for park and open space purposes over land acquired by MAC from —Hustadll (approximately 32 acres) and—Atkins II (approximately 10 acres). MAC shall seek such approval from the FAA immediately after receiving from Eden Prairie the utilization plan identified below in 7.B.(2). 2005 With the increased amount of land development, road and new housing construction in the vicinity of Eden Prairie Road and Beverly Drive, the construction of Cedar Hills Park has risen to the top of our work plan. The city staff has been in contact with the MAC staff regarding the current status of the Permanent Use Agreement for use of the MAC property for the construction and use Cedar Hills Park, which is the City's last neighborhood park. Until we have a secured a signed agreement with the MAC, we cannot start any construction of this park. Staff will update the Commission as more information becomes available. Funding has been allocated in the 2014 Capital Improvement Plan to "fine tune"the park plan. This money would also be used to prepare the plans and specifications for bidding and construction. The goal is to construct the park in 2015. Attachment Permanent Use Agreement PERMANENT LICENSE AGREEMENT THIS PERMANENT LICENSE AGREEMENT ("Permanent License") was entered into this day of , 2014 between the Metropolitan Airports Commission ("Commission" or "MAC"), a public corporation of the State of Minnesota, as Grantor, and the City of Eden Prairie ("City"), a Minnesota Municipal Corporation as Grantee. WITNESSETH: WHEREAS, the Commission has determined that it currently has no specific airport use suitable for the property described in this Permanent License and is authorized to license the property for compatible uses; and WHEREAS, the City and Commission entered into a Memorandum of Understanding ("MOU") on December 17, 2002 which specifies for MAC to issue City this Permanent License so long as City maintains its responsibilities and commitments outlined in the MOU; and WHEREAS, the City desires to use the property shown on attached Exhibit A from the Commission as described in Section 1 of this Agreement for a park and open space; and WHEREAS, the Commission has determined that the authorized use under this Permanent License would not interfere with airport operations; and WHEREAS, MAC has obtained concurrence from the FAA for this land use provided MAC is compensated fair market value for the license through the MOU; and WHERESAS, MAC has obtained concurrence from the FAA that MAC is compensated fair market value for this Permanent License through the MOU; and WHEREAS, this Permanent License has been approved by the Commission on May 19, 2014; and WHEREAS, this License shall have an effective date of October 1, 2014. NOW THEREFORE, in consideration of the mutual covenants hereinafter stated, the parties hereto agree as follows: 1. PROPERTY. The Commission grants to City this Permanent License to occupy and use, subject to the terms and conditions stated herein, a portion of the lands constituting Flying Cloud Airport in Hennepin County, Minnesota (the "Property" or "Premises"), more particularly described as: Legal/Property description is in process and will be based on the attached map. 1 2. USE AND TERM. The Premises may be occupied and used by the City for park and open space purposes only as described in Exhibit B which includes: The maintenance and operation of athletic fields, basketball courts, walking paths, parking spaces, picnic shelters, playgrounds, open space, and associated ancillary uses. Use of the Premises hereunder and improvements made in furtherance of such use shall at all times comply with clearance requirements under FAA regulations and state zoning requirements. The term of this Permanent License commences October 1, 2014. This Permanent License shall remain in full force and effect so long as City maintains all of its responsibilities and commitments outlined in the MOU. City may elect to terminate this Permanent License at any time by giving notice to MAC at least sixty days notice. If City elects to terminate this Permanent License or if MAC terminates this Permanent License due to City not maintaining all of City's responsibilities and commitments outlined in the MOU, City shall not be owed any compensation for improvements made to the Premises and title to all improvements will revert to MAC unless City elects with remove such improvements and restore the property within 180 days upon Permanent License termination. 3. ASSIGNMENT OF PERMANENT LICENSE: The City shall not assign or transfer this Permanent License, nor permit this Permanent License to become transferred by operation of law or otherwise, nor do or suffer any acts to be done whereby the same may be or become assigned in whole or in part. The City shall not sub-license the whole or any part of the Premises. 4. CONSTRUCTION AND MAINTENANCE. All plans for the grading and construction of and relating to replacement of or alterations to the Premises, facilities or improvements shall require Commission staff review and approval, and in addition, all expansion, construction, repair, replacement and alteration plans must meet the requirements of the Federal and State regulatory agencies for clearance and protection of approaches in respect to the airport. Final design by City for the Premises shall be subject to review and approval by Commission for conformance with FAA and state rules and regulations and compatibility with airport operational requirements. The City will provide for the storm water management and retention needs relating to the Premises. All work shall be carried on at such time or times and under such control as the Commission's Airport Manager may impose to coordinate the same with the necessary continuous operation of the airport. In addition, the City agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event any future structure or building is planned for the Premises, or in the event of any planned modification or alteration of any present or future building or structure situated on the Premises. 2 All work shall be completed at City's cost, and City shall notify Commission prior to continuing any work if any foreseen or unforeseen environmental conditions exist or manifest; keep the Premises, this Permanent License and every improvement on the Premises free and clear from all liens for labor performed and materials furnished; and defend, at City's cost, each and every lien asserted or filed against the land, any part thereof, or against this Permanent License or any improvement on the Premises and pay each and every judgment resulting from such lien. City shall, at all times and at no cost or expense to Commission, maintain the Premises and all improvements thereon in a neat and clean condition and in good repair and shall keep the Premises free from debris, weeds and erosion. The City shall not suffer or permit any waste or nuisance on the Premises and shall permit no illegal acts or conduct thereon or such as will constitute a nuisance. 5. TAXES AND UTILITIES. City shall pay for all water, sanitary sewer, gas, electricity, telephone, refuse collection, and storm sewer charges, environmental charges and fees, or other similar charges used on or attributable to the Premises, together with any taxes, penalties, interest or surcharges associated with such utilities and charges. City shall pay all applicable taxes (including, but not limited to, property taxes), assessments, license fees, regulatory fees, waste fees, and other charges, if any, imposed by any other governmental authority other than MAC during the Term of this Permanent License upon or related to the Premises, buildings, improvements or other property located thereon, or upon City's use or occupancy, for whatever term deemed applicable to City by that governmental authority. 6. INSURANCE. City shall either maintain insurance, a standard term policy or policies of insurance in amounts as hereinafter set out against public liability and property damage, including advertising and products liability, or (ii) provide self-insurance of equivalent protection. Such policy or policies shall be in the amount of at least statutory limits provided by Minn. Stat. 466, or as such Statute may be amended or modified from time to time, which currently requires one million five hundred thousand dollars ($1,500,000) per accident or occurrence or five hundred thousand dollars ($500,000) per person. Such policy or policies shall provide for a minimum of ten (10) days written notice of cancellation, be primary and non contributory and name MAC as an additional insured by endorsement or terms and conditions of the policy or policies. If City allows other contractors, agents or vendors to utilize the area designated in this agreement, City of Eden Prairie shall be responsible to require the following insurance from each. The insurance below does not limit the liability of contractors, agents or vendors of City to MAC. 3 1. Worker's Compensation to statutory limits. The policy or polices shall contain a waiver of subrogation against MAC by endorsement or terms and conditions of the policy or polices. 2. Employer's Liability with limits of at least $100,000 each accident bodily injury by accident, $500,000 policy limit bodily injury by disease, and $100,000 each employee bodily injury by disease. 3. Comprehensive General Liability on an occurrence basis with a combined single limit of $1,500,000 and a general aggregate of $2,000,000. The policy or polices shall name MAC as and additional insured and be primary and non contributory be endorsement or terms and conditions to the policy or polices. 4. Commercial Automobile Liability/Inland Marine, for owned, non-owned, hired, Permanent Licensed or rented vehicles or equipment with limits of at least $1,000,000 single limit. The policy or polices shall name MAC as an additional insured by endorsement or terms and conditions of the policy or polices. 5. Property on an all risk basis to the full replacement cost of the property. The policy or policies shall contain a waiver of subrogation against MAC by endorsement or terms and policy or polices. City shall provide to MAC prior to and during the use of the property by other contractors, agents or vendors a current certificate of insurance using the most current ACORD form evidencing the required insurance is in full force. City is responsible to provide MAC with written notice at least 10 days prior to cancellation, material change or non-renewal of any insurance requires hereunder. 7. INDEMNIFICATION. To the extent provided by law, City herby indemnifies and agrees to defend, protect, and hold harmless MAC from and against any and all losses, liabilities, fines, lawsuits, charges, damages, injuries, penalties, response costs, claims, demands and actions of bodily injury or property damage whatsoever paid, incurred or asserted against, or threatened to be asserted against MAC, by reason of any and all of City operations hereunder and City shall be responsible and answerable for such damages whether or not said persons are contractors, agents, tenants, licensees, managers, or employees of City, except when caused by the negligent or intentional act or omission of MAC. If caused by the negligent or intentional act or omission of MAC, to the extent provided by law, MAC agrees to indemnify, defend, and hold harmless City in kind as outlined under this Permanent License. Such indemnification by each party, and the obligations hereunder, shall survive cancellation, termination or expiration of the terms of this agreement and shall not exceed the limits provided by Minn. Stat. Chapter 466, or other applicable laws. 8. FAA AND MNDOT. Execution and continuation of this License is conditioned upon approval and agreement of the FAA and MN/DOT, Division of Aeronautics that the development and use of such lands for recreational purposes would not conflict with 4 aircraft operations to and from the airport and would comply with the clearance and approach requirements presently applicable at said airport. 9. COMPLIANCE WITH LAWS. The City shall comply with all laws, ordinances, rules and regulations of the United States of America, the State of Minnesota, or of agencies, departments or divisions of either, or of the Commission relating to the Premises and the use thereof or relating to control of ground and air traffic, aircraft operations and the general use and operation of the airport; and the City shall see to the payment of any all taxes, assessments, license fees or other charges that may be legally levied, assessed or made during the term of this License or any extension thereof by reason of the uses hereby permitted of the Premises. City shall provide evidence of compliance with such laws to the Commission upon request of the Commission. 10. HEIGHT. The City expressly agrees for itself, its successors and assigns to restrict the height of structures, objects of natural growth, and other objects on the Premises to a height that will not constitute an obstruction as determined by the standards in Federal Aviation Regulation, Part 77. In the event the aforesaid covenants are breached, the Commission reserves the right to enter upon the Premises and to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of the City. Further, the City agrees that no lights will be permitted (including automobile headlights) or installed on the Premises which will have a detrimental effect on control tower operations or otherwise affect night operations. 11. FLIGHT OF AIRCRAFT. The City expressly agrees for itself, its successors and assigns to prevent any use of the Premises which might interfere with the landing and taking off of aircraft from the Airport or to the flight of aircraft over the Premises or otherwise constitute a hazard, or interfere with air navigation and communication facilities presently or in the future serving the Airport. In the event the aforesaid covenant is breached, the Commission reserves the right to enter upon the Premises and cause the abatement of such interference at the expense of the City. 12. WITHOUT PREJUDICE. It is understood that grant of this License and use of the Premises is conditioned upon and shall be without prejudice to the rights of the Commission as owner and operator of the aforesaid public airport of which the subject Premises constitute a part. 13. GENERAL PROVISIONS. a. Airport Access MAC reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or view of City, and without interference or hindrance. MAC reserves the right, but shall not be obligated to City, to maintain and keep in repair the landing area of the Airport and all publicly-owned 5 facilities of the Airport, together with the right to direct and control all activities of City in this regard. b. Subordination to Agreements with the United States This Permanent License shall be subordinate to the provisions of and requirements of any existing or future agreement between MAC and the United States, relative to the development, operation, or maintenance of the Airport. This Permanent License and all the provisions hereof shall be subject to whatever right the United States Government now has or in the future may have or acquire affecting the control, operation, regulation, and taking over of the Airport or the exclusive or non-exclusive use of the Airport by the United States during the time of war or national emergency. c. Part 77 City agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event any future structure or building is planned for the Premises, or in the event of any planned modification or alteration of any present or future building or structure situated on the Premises. d. Right of Flight There is hereby reserved to the Lessor, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises. This public right of flight shall include the right to cause in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing and, taking off from, or operation on the Airport. e. Hazard or Obstruction The City by accepting this expressly agrees for itself, its successors and assigns that it will not direct nor permit the erection of any structure or object nor permit the growth of a tree on the land licensed hereunder as will cause hazard or obstruction to observation on or about the Airport or to aircraft flying to or from the Airport. In the event the aforesaid covenants are breached, the Lessor reserves the right to enter upon the Premises and to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of the City. The City by accepting this Permanent License agrees for itself, its successors, and assigns that it will not make use of the Premises in any manner which might interfere with the landing and taking off of aircraft from the Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, the Lessor reserves the right to enter upon 6 the Premises and cause the abatement of such interference at the expense of the City. f. Performance of Services on Aircraft It is clearly understood by City that no right or privilege has been granted which would operate to prevent any person, firm, or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own regular employees (including, but not limited to, maintenance and repair) that it may choose to perform, in accordance with MAC policies. 14. COMMISSION RESERVATIONS. Consistent with the rights granted to City in this Permanent License Commission reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desires or view of the City, and without interference or hindrance. 15. COMMISSION RIGHT OF ENTRY. Upon reasonable notice to City Commission shall at all times and through its agents and employees or contractors have a right of entry upon the Premises, as may be necessary in the development, maintenance and operation of the airport, including for the purpose of wildlife management. Unless an emergency exists, the Commission entry onto the Premises shall not interfere with the operation of park programs operated by the City. Further, the Commission reserves the right to install and maintain on the Premises such utility lines, conduits, pipes and facilities as may be necessary to the development, maintenance and operation of said airport, provided Commission shall at its cost and expense, repair any damages and restore any portion of the Premises damaged by reason of such installation and maintenance. However, if the City causes the need for such repair, construction, installation, or maintenance, the Commission will not pay to repair or restore any part of the Premises. 16. REQUIRED NOTICE. Incident to use and occupancy of the Premises hereunder, the City will advise those making use of or coming on the Premises and the parents of those children making use of the Premises that Commission has no responsibility in respect to maintenance, care, policing, control and supervision of the premises so long as this Permanent License is in effect. The City will post signage visible to property users that the Premises are owned by the Metropolitan Airports Commission. 17. ENVIRONMENTAL OPERATING CONDITIONS. a. Definitions (1) Environmental Law. Any common law or duty, case law or ruling, statute, rule, regulation, law, ordinance or code, whether local, state or federal, 7 that regulates, creates standards for or imposes liability or standards of conduct concerning any Environmentally Regulated Substances. (2) Environmentally Regulated Substances. Any element, compound, pollutant, contaminant, or toxic or hazardous substance, material or waste, or any mixture thereof, regulated pursuant to any Environmental Law, including but not limited to products that might otherwise be considered of commercial value, such as asbestos, polychlorinated biphenyls, petroleum products and byproducts, glycol and other materials used in de-icing operations. b. Indemnification In addition to the general indemnification required by this Permanent License, City hereby indemnifies and agrees to defend, protect, and hold harmless Indemnitees from and against any and all losses, liabilities, fines, charges, damages, injuries, penalties, response costs, or claims of any and every kind whatsoever paid, incurred or asserted against, or threatened to be asserted against, any Indemnitee, in any way relating to or regarding, directly or indirectly, Environmentally Regulated Substances or Environmental Laws, including all related claims or causes of action at common law or in equity, which arise from or relate to City's past or present operations or actions on the Premises (hereinafter `Environmental Claims"); such matters will include without limitation: (i) all consequential damages; (ii) the costs of any investigation, study, removal, response or remedial action, as well as the preparation and implementation of any monitoring, closure or other required plan or response action; and (iii) all reasonable costs and expenses incurred by any Indemnitee in connection with such matters, including, but not limited to, attorney's fees and reasonable fees for professional services or fire fighting or pollution control equipment related to spills. City further agrees to defend, protect, indemnify and hold harmless any Indemnitee for any such matters arising out of or relating to Sections 15(c) [Compliance with Environmental Laws] through 15(h) [Environmental Claims Relating to Environmentally Regulated Substances] below. Notwithstanding the foregoing, City is not obligated to indemnify an Indemnitee against any Environmental Claims (i) to the extent a court of competent jurisdiction decides such Environmental Claims result from the Indemnitee's negligence or intentional acts, or (ii) to the extent MAC and City mutually agree such Environmental Claims result from Indemnitee's negligence or intentional acts. MAC shall give City reasonable notice of any such Environmental Claim or action. In indemnifying or defending an Indemnitee, City shall use legal counsel reasonably acceptable to MAC. MAC, at its option, shall have the right to select its own counsel or to approve joint counsel as appropriate (considering potential conflicts of interest) and any experts for the defense of claims. City, at its expense, shall provide to MAC all information, records, statements, photographs, 8 video, or other documents reasonably necessary to defend the parties on any Environmental Claims. This indemnification and City's obligations hereunder, shall survive cancellation, termination, or expiration of the Term of this Permanent License. The furnishing of the insurance required by this Permanent License shall not be deemed to limit City's obligations under this Section. The provided indemnification is not intended to relieve a primary insurer of its coverage obligations. This indemnification is intended for the indemnified parties and their legal representatives. Such indemnification by each party and the obligations hereunder, shall survive cancellation, termination or expiration of the terms of this agreement and shall not exceed the limits provided by Minn. Stat. Chapter 466, or other applicable laws. c. Compliance with Environmental Laws City shall keep and maintain and shall conduct its operations at the Premises and Airport in full compliance with all Environmental Laws. City shall further ensure that its employees, agents, contractors, subcontractors, and any other persons conducting any activities on the Premises and Airport related to the City will do so in full compliance with all Environmental Laws. By virtue of its operational control of the Premises, City shall be fully responsible for maintaining all control of the Premises and for obtaining all necessary permits or other approvals required by Environmental Laws in its name, and shall have full responsibility for signing and submitting any necessary applications, forms, documentation, notifications, certifications, or other governmental submittals relating thereto. Upon request of MAC, City shall provide copies to MAC of any such applications, forms, documents, notifications or certifications. Except as provided below, for monitoring wells and except as provided in the Sewer and Water Policy, there shall be no wells or septic systems on the Premises. Installation of any monitoring wells or tanks on the Premises is subject to the prior written approval of MAC, provided that only aboveground storage tanks will be allowed on the Premises, unless MAC determines that aboveground tanks are not feasible. Fuel tanks may not be installed on the Premises. Notwithstanding the above, City accepts title and ownership to (i) all tanks, septic systems or wells existing on the Premises at the time of execution of this Permanent License and used by the City in its operations (provided the City has conducted a Phase I environmental assessment on the Premises which indicates that no other tanks, septic systems or wells are present on the Premises at the time of execution of this Permanent License other than those used by City), and (ii) any tanks, septic systems or wells installed at any time during the Term of this Permanent License or during any holding over. d. Testing and Reports City shall provide to MAC, within ten (10) days of receipt, a copy of any notice regarding a violation of the Environmental Laws arising out of City's past or 9 present operations on the Premises and Airport, a copy of any report, whether in final or draft form, regarding compliance with Environmental Laws or with the presence, use, emission or release of any Environmentally Regulated Substances arising out of City's past or present operations on the Premises and Airport, or a copy of any notice of the emission or release of Environmentally Regulated Substances in violation of the Environmental Laws arising out of City's past or present operations on the Premises and Airport. If MAC has a reasonable basis to believe that City is not meeting the obligations of this Section [Compliance with Environmental Laws] hereof, MAC may require City to perform reasonable environmental studies or assessments (for example, but not limited to, Phase I or Phase II reports as such terms are generally known on the date of execution of this Permanent License) on the Premises with the written results being delivered to MAC within ten(10) days of their receipt, whether in draft or final form. e. Notification City shall immediately notify MAC in writing of any matter known to City that might give rise to an Environmental Claim or if City obtains knowledge of any release, discharge, disposal or emission, or any threatened release, discharge, disposal or emission of any Environmentally Regulated Substance in, on, under or around the Premises and Airport, arising from or relating to City's past or present operations or actions and which is not or may not be in full and complete compliance with all Environmental Laws. City is responsible for any fuel or Environmentally Regulated Substances spill caused by or resulting from operations of City or persons under City's control on the Premises and Airport. City shall promptly notify MAC verbally of any such spills or other spills, regardless of the amount, caused by or resulting from operations of City or persons under City's control on the Premises and Airport. f. Right to Investigate In addition to MAC's right to inspect the Premises and any Improvements as set forth in Section 8 [Right of Entry and Inspection], MAC shall have the right, but not the obligation or duty, anytime from and after the date of this Permanent License, to investigate, study and test the Premises (at MAC's own expense, unless otherwise provided herein), and without unreasonably interfering with City's operation or use of the Premises, during normal business hours, except under emergency circumstances, to determine whether Environmentally Regulated Substances are located in, on or under the Premises and Airport, or were emitted or released therefrom, which are not in compliance with Environmental Laws. Inspections will be conducted in accordance with the guidelines set forth in the Policies. Upon the reasonable request of MAC, City shall provide a list of any and all Environmentally Regulated Substances used in, on or under the Premises and Airport by City, certified as true and correct, and specifying how such Environmentally Regulated Substances are used, stored, treated, or disposed. 10 g. Right to Take Action MAC shall have the right, but not the duty or obligation, to take whatever reasonable action it deems appropriate to protect the Premises and Airport from any material impairment to its value resulting from any escape, seepage, leakage, spillage, discharge, deposit, disposal, emission or release of Environmentally Regulated Substances from the Premises and Airport which is not in full compliance with any Environmental Law and arises out of City's past or present operations. Except in the event of an emergency, MAC shall notify City of its intention to take such action in writing thirty (30) days before proceeding under this Section. Within that thirty (30) day period, City shall have the opportunity to take whatever reasonable action is deemed appropriate by MAC to cure the matter of concern or provide MAC a binding commitment to do so within a reasonable time. If City does not take such action or provide a binding commitment within the thirty(30) day period, MAC may proceed under the terms of this Section. All reasonable costs associated with any action by MAC in connection with this provision, including but not limited to reasonable attorney's fees, shall be subject to this Section [Indemnification] hereof. h. Environmental Claims Relating to Environmentally Regulated Substances City represents and warrants that, since the time City commenced operations on the Premises or took or assumed an interest in the Premises, to the best of City's knowledge (except for matters that have been corrected in accordance with law) (i) no enforcement, investigation, cleanup, removal, re-mediation or response or other governmental or regulatory actions have, or could have at any time, been asserted or threatened with respect to City's past or present operations conducted on the Premises or Airport, or the Premises itself, or against City with respect to or in any way regarding the Premises, pursuant to any Environmental Laws, or relating to Environmentally Regulated Substances; (ii) no violation or noncompliance with Environmental Laws has occurred with respect to the Premises or City's past or present operations thereon; (iii) no claims with respect to the Premises or City's past or present operations thereon, or against the City with respect to the Premises or Airport or City's past or present operations thereon relating to Environmental Laws or Environmentally Regulated Substances, have been made or been threatened by any third party, including any governmental entity, agency or representative. For purposes hereof, "the best of City's knowledge" shall mean the actual knowledge (without any duty to inquire) of the person within the City's operations that has the primary responsibility for ensuring compliance with Environmental Laws. Any materials/waste (hazardous or otherwise) "left over" from City's use and occupancy of the Premises are the property of the City and must be removed by the City. Waste disposal must follow all county, state and federal regulations. MAC is not the owner, generator or the party responsible for removal/disposal of this waste/material. 11 18. NOTICE All notices or communications between Commission and City shall be deemed sufficiently given or rendered if in writing and delivered to either party (i) personally, (ii) by registered or certified mail return receipt requested, (iii) by email; or(iv) by nationally recognized overnight courier service. Except as otherwise specified herein, all notices and other communications shall be deemed to have been duly given (a) the date of receipt or rejection if given personally or by email, (b) three (3) business days after the date of posting if given by certified or registered mail, or (c) the first (1st) business day after the date of posting if delivered by a nationally recognized courier delivery service. Notices hereunder may be given by the respective attorneys for any of the parties. Addresses for all notices are as follows: Commission: Metropolitan Airports Commission Attn: Roy Fuhrmann Email: Roy.Fuhrmann@mspmac.org 6040 28th Avenue South Minneapolis, MN 55450 City: City of Eden Prairie Attn:Director of Parks and Recreation Services Email; JLotthammer@edenprairie.org 8080 Mitchell Road Eden Prairie, MN 55344 Either party may change the party's address for notice by providing written notice to the other party. 18. WAIVER The waiver by Commission or City of any breach of any term of this Permanent License shall not be deemed a waiver of any prior or subsequent breach of the same term or any other term of this Permanent License. 19. COMMITMENTS TO FEDERAL AND STATE AGENCIES Nothing in this Permanent License shall be construed to prevent Commission from making such commitments as it desires to the Federal Government or the State of Minnesota in order to qualify for the expenditure of Federal or State funds on the Airport. This Permanent License shall be subordinate to the provisions of and requirements of any existing or future agreement between Commission and the United States, relative to the development, operation, or maintenance of the Airport. 20. ENTIRE AGREEMENT. 12 This Permanent License represents the entire agreement between the parties and supersedes any prior agreements regarding the Premises or any part thereof. 21. CONDEMNATION MAC reserves all of its rights, as provided by law, to condemn, whether in whole or in part, City's interest under this Permanent License and City's interest in any Improvements even though it is a party to this Permanent License. This provision shall not be construed as a waiver by City of its right to contest any such condemnation. If MAC exercises its rights described in this paragraph, City may, prior to the effective date of such condemnation, terminate this Permanent License and surrender the Licensed Property in accordance with the terms and conditions of this Permanent License. In the event of any such condemnation by MAC pursuant to this Section, MAC will request that the award of damages, determined by the commissioners identified in Minnesota Statutes 117.085 (or as amended), show the amount of the award of damages, if any, which is for the value of the land taken, value of improvements made by the City under this Permanent License. City shall be entitled to receive the amount of the award of damages, if any, for the current fair market value of improvements made by the City under this Permanent License, but shall not be entitled to receive the amount of the award of damages which is for the value of the land taken. This provision shall not be construed to prohibit either MAC or City from appealing the condemnation commissioners' award of damages, in accordance with applicable laws. City shall not lose City's compensable interest as described in this Section 21 due to termination of this Permanent License resulting from condemnation as described in this Section 21. Notwithstanding the terms in the previous paragraph, City will not receive an award of damages for any Improvements made in violation of this Permanent License. 13 IN WITNESS WHEREOF, the parties hereto have signed this Permanent License Agreement the day and year written below. METROPOLITAN AIRPORTS COMMISSION By CITY OF EDEN PRAIRIE By Its: City Manager By Its: Mayor Date 14 LESSOR NOTARY STATE OF MINNESOTA ) SS COUNTY OF HENNEPIN ) This instrument was acknowledged before me on the day of , 2014, by as the authorized representative of the Metropolitan Airports Commission. (Notarial Seal) Notary Public CITY NOTARY STATE OF MINNESOTA ) SS COUNTY OF HENNEPIN ) This instrument was acknowledged before me on the 7th day of October, 2014, by Nancy Tyra-Lukens, Mayor and Rick Getschow, City Manager of the City of Eden Prairie. (Notarial Seal) Notary Public 15 EXHIBIT A PREMISES _ :.::,myrootia.") 1\;,7\\TRIPk11‘, 1 \\ \ ) 1 , list \--) ��N kill A i 4' ,:t ......LJOR A -,1, 1 li 1. ,.. -aroviell 1._ • -,v. 7 t 1 ,, 41 liv_.,,, i f-- y 7- <''--------.-' /---- 1121 / A ; ‘j.):../- ' :r-2"I ''''''1-I' __ '\o 11a Z ,, Y i 1 _,, . n=m i 1 x 16 CITY COUNCIL AGENDA DATE: SECTION: Consent October 7, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.D. Jay Lotthammer, Director, Resolution authorizing submission of a grant Parks and Recreation application for play structure improvements at Camp Eden Wood in partnership with True Friends Requested Action Move to: Authorize resolution to submit a grant application for play structure improvements at Camp Eden Wood in partnership with True Friends Synopsis Staff was recently approached by True Friends staff requesting assistance to submit a grant application to the Hennepin Youth Sports Grant Program. In order to apply for the grant it must submitted by a local government organization and a council resolution authorizing the submission of the grant application is required. Staff would complete the application and oversee the construction if the award is successful. The estimated cost of the project is $80,000. The requested grant amount is $40,000 with matching funds of$40,000 contributed by donations that have been secured by True Friends. Background The City of Eden Prairie owns Camp Eden Wood within Birch Island Woods; and True Friends operates the camps and programs for children and adults with a variety of disabilities property. True Friends vision is to provide a world where experiences and adventures are open to individuals of all abilities. Their mission is to provide life-changing experiences that enhance independence and self-esteem for children and adults with disabilities. True Friends provides camp and respite experiences to children and adults with a variety of disabilities, along with their family and friends. Their array of services includes: • Developmentally disabled, such as individuals with Down Syndrome or autism • Physically disabled, such as individuals with cerebral palsy or seizure disorder • Learning disabled, such as individuals with ADD/ADHD or non-verbal learning disabilities 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 Resolution authorizing submission of a grant application for play structure improvements at Camp Eden Wood in partnership with True Friends October 6, 2014 Page 2 distribution throughout the county, leveraging non-Hennepin County funds and in-kind contributions, sustainability, including ongoing operating funds and inclusion of environmental improvements. 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. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2014- _ RESOLUTION AUTHORIZING FILING OF APPLICATION AND EXECUTION OF AGREEMENT TO DEVELOP RECREATION FACILITIES UNDER THE PROVISION OF THE HENNEPIN YOUTH SPORTS PROGRAMS FOR CONSTRUCTION OF AN ACCESSIBLE PLAYGROUND AT CAMP EDEN WOOD WHEREAS, the Hennepin County Board of Commissioners, via the Hennepin Youth Sports Program,provides for capital funds to assist local government units of Hennepin County for the development of sports or recreational facilities; and WHEREAS, the City of Eden Prairie (local government unit, hereinafter LGU) desires to develop specialty sensory accessible play structures at Camp Eden Wood(hereinafter PROJECT) for the purpose of providing opportunities for safe, accessible play directly onsite for program participants with cognitive,physical and learning disabilities. 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 $80,000. The LGU is requesting$40,000 from the Hennepin Youth Sports Program and will assume responsibility for a matching funds requirement of$40,000. II. LGU agrees to own and assume one hundred(100) percent of operational and maintenance costs for PROJECT. LGU will operate PROJECT for its intended purpose for the functional life of the facility. III. LGU agrees to enter into necessary and required agreements with Hennepin County for the specific purpose of developing PROJECT and managing its long-term operation. IV. That the Parks and Recreation Director is authorized and directed to execute the application for the Hennepin Youth Sports Program grant and serve as official liaison with Hennepin County or its authorized representative. ADOPTED by the Eden Prairie City Council on the 7th day of October 2014. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 7, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.E. Office of City Manager Resolution Approving Appointment of Election Kathleen Porta, City Clerk Judges & Student Election Judges for the General Election Requested Action Adopt the resolution approving the appointment of election judges and student election judges for the November 4, 2014, General Election. Synopsis State Statute 204B.21, Subd.2 requires appointment of election judges by the City Council at least 25 days before the election. These judges are in addition to the ones approved at the June 17, 2014, City Council meeting. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2014-98 WHEREAS, Minnesota Election Law 204B.21 requires that persons serving as election judges be appointed by the Council at least 25 days before the election. BE IT RESOLVED by the City Council of the City of Eden Prairie that the following persons have agreed to serve as election judges, student judges,or alternate judges and are appointed for the General Election to be held November 4, 2014. BE IT FURTHER RESOLVED that the City Clerk is with this, authorized to make any substitutions or additions as deemed necessary. Leanne Ashley Constance lacovelli Steve Marshall Judy Schumack Norma Beasant Latha lyer Melissa McKeen Beth Schrader Alan Bowers Nicole Kathman Sonja McPherson Jackie Schroeder Monica Frischkorn Colleen Kennealy Mary Nierman Matt Steen Kent Granowski Bernice Koeppl Robert Peterson Jean Stulberg Addie Halverson Fred Koppelman Jacalyn Prentice Donnita Ward Thomas Heller Joyce Kuyava Allan Radke Shannon Wetzel Christina Hilpipre-Frischman Jodeen LaFrenz Robin Riley Megan Howe Cheryl Larson Carol Safke Marilyn Huettl Kelly Laurie Brent Schleck Students Noelle Ballantine Andrew Donohue Arush Jain Carter Pattison Jenna Barbari Mark Ehresman Anna Janning Katie Pudas Jaclyn Bellefeuille Abudulhameed El-Mair Ryan Keenan Camille Ramos Joel Benson Andy Fick Matt Kronlokken Chloe Ramos Kai Bjorkman Benjamin Fischer Alexander LaVone Paige Roff Daniel Bockenstedt Elijah Fourre Jacob Leibold Anthony Rosa Jane Bollweg Rick Fung Karena Lin Christopher Rose Samuel Borja Truax Sunnie Guan Piper Lincoln Natalie Sherbrooke Joseph Brandt Kenneth Han Disha Manvikar Maya Subramanian Rebecca Buse Steven Harris Sara Michael Adrianna Tan Julia Camilli Claire Hassler Rebecka Miller Riley Tauer Brittany Carlsen Jordan Hawley Matt Moen Michael Thurin Nicholas Chao Olivia Henstein Keaton Moen Riley Tillitt Emily Corpuz Hayden Hermes Sarah Murtada Daniel Wagner Elizabeth Corpuz Nathaniel Hicks Stefan Nelson Farrah Welu Justin Croswell Alexa Hoffer Ethan Nguyen Claire Yang Maya Dengel Jenna Horner Anna Otterson Claire Zurn Brooke Dinkel Sophia Howes Arun Pargal ADOPTED by the Eden Prairie City Council on this 7th day of October 2014. ATTEST: Kathleen Porta, City Clerk Nancy Tyra-Lukens, Mayor CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 7, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.F. Kristi Etter, IT Manager Professional Services Agreement with Marco for Update of the City's Telephone System Requested Action Move to: Approve professional services agreement with Marco to update the City's telephone system. Synopsis The City of Eden Prairie currently has a Mitel phone system with a mixture of digital and analog lines. This project will upgrade all digital sets to IP and migrate all old analog SX2000 ports to 3300 ASU ports. Currently there are 2 PRI and 2 3300 at City Hall and one 3300 and one PRI will be moved to Public Works. This project will include the following: • Upgrading 64 digital handsets to new 5330e IP phones • Migrate 144 Analog ports to ASU ports • Upgrade Nupoint and add 200 unified messaging licenses for email integration • All hardware and software necessary for the conversion The total investment will be $74,211.32 with funding from the following: 2014 CIP: $25,000 2015 CIP: $30,000 2014 IT Telephone operating budget: Remaining balance of$19,211.32 Background Information The city phone system has not has not had any upgrades since 2010. Attachments Professional Services Agreement Marco Statement of Work Standard Agreement for Professional Services This Agreement ("Agreement") is made on the 7th day of October, 2014, between the City of Eden Prairie, Minnesota (hereinafter "City"), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and., Marco. a Minnesota IT/Phone systems consulting company (hereinafter "Consultant")whose business address is 4510 Heatherwood Road, St. Cloud, MN 56301. 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 Marco hereinafter referred to as the 'Work". The City and Consultant agree as follows: 1. Scope of Work. The Consultant agrees to provide the professional services shown in Exhibit A in connection with the Work. The terms of this Agreement shall take precedence over any provisions of the Consultants proposal and/or general conditions. If the Consultants proposal is attached as the Exhibit A Scope of Work, City reserves the right to reject any general conditions in such proposal. 2. Term. The term of this Agreement shall be from October 7th, 2014 through the end of the project . 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 $74,211.32 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. 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. City'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 set forth on Exhibit A performed prior to receipt of written notice from the City of such suspension. C. Payments for Special Consultants. The Consultant shall be reimbursed for the work of special consultants, as described herein, 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." 6. Project Manager and Staffing. The Consultant has designated Randy Lindstedt to serve on the Project. They 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 the designated staff from the Project without the approval of the City. Standard Agreement for Professional Services Page 2 of 8 7. Standard of Care. Consultant shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. Consultant shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Consultant's breach of this standard of care. Consultant shall put forth reasonable efforts to complete its duties in a timely manner. Consultant shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. Consultant shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. 8. Audit Disclosure and Data Practices. 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 Agreement. 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 herein. 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 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. Consultant is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall deem necessary and appropriate for the performance of its obligations pursuant to this Agreement, who shall be employees, and under the direction, of Consultant and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Consultant an employee of the City. 12. Insurance. Standard Agreement for Professional Services Page 3 of 8 Standard Agreement for Professional Services This Agreement ("Agreement") is made on the 7th day of October, 2014, between the City of Eden Prairie, Minnesota (hereinafter "City"), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and., Marco. a Minnesota IT/Phone systems consulting company (hereinafter "Consultant")whose business address is 4510 Heatherwood Road, St. Cloud, MN 56301. 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 Marco hereinafter referred to as the "Work". The City and Consultant agree as follows: 1. Scope of Work. The Consultant agrees to provide the professional services shown in Exhibit A in connection with the Work. The terms of this Agreement shall take precedence over any provisions of the Consultants proposal and/or general conditions. If the Consultants proposal is attached as the Exhibit A Scope of Work, City reserves the right to reject any general conditions in such proposal. 2. Term. The term of this Agreement shall be from October 7th, 2014 through the end of the project . 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 $74,211.32 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. 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. City'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 set forth on Exhibit A performed prior to receipt of written notice from the City of such suspension. C. Payments for Special Consultants. The Consultant shall be reimbursed for the work of special consultants, as described herein, 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." 6. Project Manager and Staffing. The Consultant has designated Randy Lindstedt to serve on the Project. They 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 the designated staff from the Project without the approval of the City. Standard Agreement for Professional Services Page 2 of 8 7. Standard of Care. Consultant shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. Consultant shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Consultant's breach of this standard of care. Consultant shall put forth reasonable efforts to complete its duties in a timely manner. Consultant shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. Consultant shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. 8. Audit Disclosure and Data Practices. 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 Agreement. 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 herein. 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 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. Consultant is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall deem necessary and appropriate for the performance of its obligations pursuant to this Agreement, who shall be employees, and under the direction, of Consultant and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Consultant an employee of the City. 12. Insurance. Standard Agreement for Professional Services Page 3 of 8 A. General Liability. Prior to starting the Work, Consultant shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of operations by 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 Standard Agreement for Professional Services Page 4 of 8 Additional Insured, on ISO forms CG 2010 07 04 and CG 2037 07 04, or their equivalent. g. If the Work to be performed is on an attached community, there shall be no 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. i. 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. 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, 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 Standard Agreement for Professional Services Page 5 of 8 policies. City will not be obligated, however, to review such Certificate of Insurance, declaration page, Rider, Endorsement or certificates or other evidence of insurance, or to advise 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. 13. 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. 14. 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 Standard Agreement for Professional Services Page 6 of 8 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. 15. 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 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. 16. 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. Any violation of statutes, ordinances, rules and regulations pertaining to the services to be provided shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. 17. Mediation. Each dispute, claim or controversy arising from or related to this agreement shall be subject to mediation as a condition precedent to initiating arbitration or legal or equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the American Arbitration Association and the other party. No arbitration or legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. Cost of mediation shall be shared equally between the parties. Mediation shall be held in the City of Eden Prairie unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. 18. Assignment. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. 19. Services Not Provided For. No claim for services furnished by the Consultant not specifically provided for herein shall be honored by the City. 20. 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. 21. 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. Standard Agreement for Professional Services Page 7 of 8 22. 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. 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 Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision renders the Agreement void. 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 IT Manager City Manager i M • 141.1111•1 ;y: -nnifer : - --�� Its: C Revised and Copied into Purchasing Policy March 2013 Standard Agreement for Professional Services Page 8 of 8 Marco Billable (Time & Materials) Service Rates for Eastern Wisconsin Effective Monday,September 22,2014,we will implement the following approach for billable service calls: -Customers will be billed$115 per hour -Labor will be billed with 1 (one) hour minimums,actual amounts thereafter -Travel is not included in the base charge and mileage of$1 per mile will be billed This rate will apply to all equipment,whether acquired from Marco or not,and regardless if it is a printer, copier,etc. The rate for in house work will be the same,with no mileage assessed. Any exceptions or deviations to this pricing will need to be approved by service leadership. Mileage will be based on the following"base" locations: Green Bay Appleton (which includes Neenah, Menasha,Kimberly, Combined Locks, Kaukauna) Manitowoc Sheboygan Fond du Lac AC R ® CERTIFICATE OF LIABILITY INSURANCE 9/2�20 DDlYYYY) 14 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). APRODUCER NNAAMME: Jessica Klingler Marsh&McLennan Agency LLC (NC..PH ONE.Ext):763-548-8880 FAX ,No): 7225 Northland Dr N#300 Minneapolis MN 55428 E-MAILRSS:klinglerj@Ijfagencies.com INSURERS)AFFORDING COVERAGE L NAIC# _ INSURER A:Travelers Property Casualty 5674 INSURED MARCO-2 INSURER B: Marco, Inc. INSURER C: Jennifer Mrozek P.O. Box 250 INSURER D St Cloud MN 56302 INSURER E: INSURER F:Travelers Indemnity Comoanv 25658 COVERAGES CERTIFICATE NUMBER:1402644351 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW NAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AWL OF INSURANCE AL SUBR POUCY EFF POUCY EXP LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MMIDDIYYYY) LIMITS F GENERAL LIABILITY 630 70585399 10/31/2013 10/31/2014 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE IU RENfEb PREMISES(Eaocairrence) $300,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY JE° LOC $ A AUTOMOBILE LABILITY 810 7D378417 10/31/2013 10/31/2014 LUMblINED SINGLe LIMI i (Eaacddeak) S1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Peraccident $ AUTOS AUTOS ) NON-0WNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) $ $ A X UMBRELLA LAB X OCCUR CUP 7D585399 10/31/2013 10/31/2014 EACH OCCURRENCE $10,000,000 EXCESS UAB CLAIMS-MADE AGGREGATE - $10,000,000 DED X RETENTION$10,000 $ F WORKERS COMPENSATION 1FIVYCH-UB 46BM4384 10/31/2013 10/31/2014 X STATU- IX IOTH- ND Stop Ga AND EMPLOYERS'LABILITY Y/N I TORY iLIMITS ER P P ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $500,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S500,000 A Plofeasional/Cyber ZPL 15R30837 10/31/2013 10/31/2014 Each Clairn/Aggregate 3,000,000 F Property 630 7D585399 10/31/2013 10/31/2014 Property Blanket 36,819,625 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (Attach ACORD 101,Additional Ramimeks Schedule,If more space is required) The Professional Policy is not included in the Umbrella underlying prnifries. Property Policy includes$100,000 Business Personal Property at any installation premises or temporary storage location. Property Policy includes$750,000 Transit Limit/$5,000 Deductible. Automobile Policy includes$500/$500 Comprehensive&Collision Deductibles. The Workers'Compensation coverage includes the states of AZ, IA, AL,MN, SD,TX&WI and Stop Gap for the State of ND(Employers See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Eden Prarie ACCORDANCE WITH THE POLICY PROVISIONS. 8080 Mitchell Rd Eden Prairie MN 55344 AUTHORIZED hfENTA Ir. I ~ ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: MARCO-2 LOC#: ACCORD; ADDITIONAL REMARKS SCHEDULE Page 1 of 1 _ AGENCY NAMED INSURED Marsh&McLennan Agency LLC Marco, Inc. Jennifer Mrozek POLICY NUMBER P.O. Box 250 St Cloud MN 56302 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Liability). Policy includes coverage in all states with exception of Monopolistic States(ND,OH,WA and WY) ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD STATEMENT OF WORK City of Eden Prairie - Mite! Upgrade Marco can help you Prepared For: j manage your information Client Name: James Goldenstein Company Name: City of Eden Prairie by applying network Address: 8080 Mitchell Rd Eden Prairie, MN 55344 expertise to Phone: 952.949.8544 Email: jgoldenstein@edenprairie.org Date: October 6, 2014 voice, data, video, Prepared By: 1111 and print solutions. Technology Advisor: Randy Lindstedt Phone: 651-634-6103 Email: randy)@marconet.com Web: www.marconet.com Project Number: SOW7793 Your trusted technology advisor marconet.com 17fral • Statement of Work Table of Contents About this Statement of Work 3 Current Situation and Desired Outcomes 3 Description of Services and Deliverables 3 Base System Installation 3 Marco Design Assumptions 4 Mitel Software Implementation 4 PBX/ICP System Administrator Overview 4 Training 4 Warranty and Support 5 Schedule of Products 5 Site Preparation: 3300 ICP 7 Schedule of Services 8 Facilities 8 Change Management 9 Terms and Conditions 9 Returns 9 Notice to Proceed 11 ACCEPTANCE SIGNATURES: (pre-authorization of project scope and services) 11 Next Steps 11 SOW Completion Process 12 marconet.com Page 2 mot_ Statement of Work About this Statement of Work This Statement of Work (SOW) outlines the products (if applicable), services, and deliverables that Marco will provide to City of Eden Prairie (hereafter referred to as "City of Eden Prairie"). In addition, this SOW outlines the roles and responsibilities of Marco and City of Eden Prairie during this review and the key dependencies upon which this SOW is based. Marco will work closely with City of Eden Prairie on a consultative basis to optimize the success of the engagement. Any requested changes to this statement of work will be accommodated according to the change management process outlined below. Current Situation and Desired Outcomes Current Situation: City of Eden Prairie has a Mitel system that they want to upgrade all digital sets to IP and migrate all old analog SX2000 ports to 3300 ASU ports. Currently there are 2 PRI and 2 3300 at City Hall and one 3300 and one PRI will be moved to Public Works. Desired Outcome: Mitel system to be upgrade to current levels and replacing all digital and analog ports with current product. Description of Services and Deliverables Outlined in this SOW is a complete description of all services that will be provided by Marco. Marco-certified engineers will perform all work according to established manufacturer implementation procedures and guidelines. Prior to the completion of work, Marco will perform standard test procedures to confirm operability of equipment according to manufacturer-published specifications. Marco provides a 30-day labor warranty for system workmanship and programming related to the outlined Statement of Work tasks. Programming changes required due to customer adjustment of the system would not be covered. Product warranty is provided directly by the manufacturer. The Marco service warranty period will begin on the first day after cutover of new services. Base System Installation Marco will provide installation based in the schedule of equipment in this SOW. An implementation schedule will be delivered to customer at initial kick off meeting. This schedule will provide customer with a timeline and specific details outlining the scope of the project. 1. Install vMCD on City of Eden Prairies VMware server environment. 2. Marco will setup enterprise license sharing between all the MCD's. 3. Move existing IP phones to new vMCD environment. Make them resilient to an MXe controller. Marco will assist programming 6 existing phones from the old 3300 to the Virtual; City of Eden Prairie will move remaining phones. 4. Migrate 64 current digital sets to Mitel 5330e IP phones. City of Eden Prairie will place new phones. 5. Migrate analog ports at City Hall to ASU ports. City of Eden Prairie will also assist in determining what ports are still in use. 144 Analog ports have been included. marconet.com 7793 Page 3 norco Statement of Work 6. Install Analog SIP gateway in maintenance building. 7. Install analog SIP gateway in water building. 8. Connect Remote paging to the 4 included IP paging interfaces. 9. Upon completion of removing old SX2000 cabinets, move one 3300 to alternate building with PRI for added resiliency. 10.The City of Eden Prairie will be responsible for any network requirements needed for the IP phone deployment. Nupoint Upgrade Marco will install a virtual Nupoint conversion on City of Eden Prairie's virtual server. The City will need to assist in importing the OVA file and creating the server in their VMware environment. Marco will add 200 Unified Messaging license for integration to Exchange email. Marco will test 3 licenses to make sure they are operational and then show City of Eden Prairie how to program the remaining licenses. Marco Design Assumptions As part of every implementation, Marco provides the following services: • Customer kickoff meeting • Project meeting • Master design meeting with City of Eden Prairie's designated contact • Training material development • System acceptance activities • Coordination of all project meetings • Monitoring of project plans and timelines • Management of project action items • Management of the design process, including all design meetings • Development of end-user training approach and materials • Management of cutover and post-cutover support, including the post-cutover punch list • City of Eden Prairie will place all IP phones Mitel Software Implementation • Design, program and test the appropriate networking applications, communications system applications and/or software options as purchased in the Schedule of Equipment • City of Eden Prairie to provide all application specific information as required PBX/ICP System Administrator Overview • Provides each Administrator with a basic understanding of the PBX/ICP system configuration and basic programming procedures. 2 hours are included. • Overview takes place following cut-over Note: this is an overview session only and is not equivalent to certification for the PBX/ICP. Training • There is no end user training included. Marco will provide training materials for both the phone and applications. Training classes can be arranged for $105/hour if needed. marconet.com 7793 Page 4 �. �lorC . Statement of Work Warranty and Support • All warranty and support will through current Mitel Managed Voice support contract with City of Eden Prairie. Schedule of Products The proposed schedule of equipment below is the detail of all items included in the solution. This schedule includes all equipment and labor services if applicable. The prices quoted in this document are estimated based upon the information available at the time of this quote. Any changes to this statement of work involving extra costs will be implemented only upon written customer authorization and will become an extra charge over and above this quotation. Qty Part Description Unit MSRP Unit Sell Ext Sell Number Endpoints 4 50005300 PKM Power Supply / Wall Unit $40.00 $24.80 $99.20 4 51005172 C7 Power Cord with NA Plug $5.00 $3.10 $12.40 Type 64 50006476 Model 5330e GB - Full LCD IP $395.00 $244.90 $15,673.60 Phone (Bklit) Mitel MiVoice Business Licenses 144 54002701 MiVoice Business ONS License $75.00 $46.50 $6,696.00 4 54004975 MiVoice Business Enterprise $180.00 $111.60 $446.40 License 15 54004975 MiVoice Business Enterprise $180.00 $111.60 $1,674.00 License 1 54003522 MiVoice Business T38 License $550.00 $341.00 $341.00 (4 Channels) 68 54004975 MiVoice Business Enterprise $180.00 $111.60 $7,588.80 License 6 54004975 MiVoice Business Enterprise $180.00 $111.60 $669.60 License Mitel MiVoice Business Hardware 4 50001754 5485 IP Paging Unit $650.00 $403.00 $1,612.00 3 50005105 Analog Services Unit (ASU) II $700.00 $434.00 $1,302.00 6 50005731 3300 24-port ONSP card $860.00 $533.20 $3,199.20 2 50005751 DSP II MMC $1,200.00 $744.00 $1,488.00 MCD Software 1 54005748 Virtual MCD $1,495.00 $926.90 $926.90 Messaging 1 54001627 NPM IP-Record-a-Call $0.00 $0.00 $0.00 Mitel Miscellaneous Equipment 1 54005499 Convert NPUM Standard to $2,900.00 $1,798.00 $1,798.00 Virtual 1 54005330 Enterprise License Group $1,000.00 $620.00 $620.00 NuPoint Messaging 2 54002685 NuPoint Advanced UM 100 $2,500.00 $1,550.00 $3,100.00 marconet.com 7793 Page 5 rnorco. Statement of Work Qty Part Description Unit MSRP Unit Sell Ext Sell Number users 1 54002985 NPM IP Std - Adv UM System $2,000.00 $1,240.00 $1,240.00 Enablement Miscellaneous 1 4116-MGCP 16 Port Analog Gateway $1,080.00 $1,080.00 $1,080.00 1 4108-MGCP 8 Port Analog Gateway $595.00 $595.00 $595.00 1 MISCTEL MDF materials, Misc Labor, $2,500.00 $2,500.00 $2,500.00 Travel Discounts 1 Rebate One Time Upfront Phone $0.00 -$7,837.00 -$7,837.00 Discount Software Assurance 144 54005196 SWA MiVoice Business ONS $4.00 $2.48 $357.12 (Analog) 68 54005197 SWA MiVoice Business User $10.00 $6.20 $421.60 1 54005419 STD SWAS Designated License $0.00 $0.00 $0.00 Manager 1 54005755 STD SWAS Virtual MiVoice $125.00 $77.50 $77.50 Business Base EQUIPMENT SUB-TOTAL $45,681.32 SERVICES SUB-TOTAL $28,530.00 TOTAL PRICE (not $74,211.32 including taxes) marconet.com 7793 Page 6 nor-coo Statement of Work Site Preparation: 3300 ICP The successful implementation of the proposed equipment is dependent on the assumptions and expectations of the site preparation activities listed below. This SOW Agreement assumes that City of Eden Prairie will undertake site preparations and meet network specifications as detailed below, and that the manufacturer's published environmental specifications will be met prior to the scheduled start of implementation. Marco may, at the request of City of Eden Prairie, provide many of these site preparation services. In this case, Marco will document the requested change in the scope of work, and if applicable, any impact on the implementation schedule and/or pricing. Site preparation activities include the following: • Marco will receive a detailed topology diagram that includes the internetworking of equipment and clients/servers that will be impacted by the installation of the 3300 ICP. • City of Eden Prairie will work with Marco to identify the location of the equipment to be placed in the communications room. Sufficient space will be provided for the physical installation of the 3300 ICP product family; 2U of rack space for each device shall be made available in a standard 19" rack. To allow for serviceability access, there should be a minimum of 30" between the rear of equipment cabinet or rack and the wall. The cabinet or rack should be located no more than 50 feet from the main distribution frame (MDF). • In the event that new network services will be provided by a third party (such as additional trunks, wide area network connectivity, etc.), such services shall be tested and running prior to the installation of the 3300 ICP. • The data cabling in a building must meet or exceed the following guidelines. Cabling must be Cat 5. Distance may not exceed 300 feet. All terminations must adhere to T568A or T568B standards Installation of Ethernet cabling will be complete. This cabling will follow industry standard (EIA-T568B) CAT 5e or better requirements, with one end terminating at an Ethernet switch (or EIA-T568B CAT 5 patch panel) and the other end terminating at a drop location that is within 10 feet (3 meters) of the location of the IP telephony devices. If patch panels are used, they must be located within 20 feet (6 meters) of the Ethernet switches. Mitel IP telephone devices are factory equipped with an industry standard CAT 5 cable 10 feet (3 meters) in length. City of Eden Prairie will provide any additional CAT 5 patch cables required. Network When implementing Voice over IP (VoIP) on a Local Area Network (LAN) it is necessary to give the voice traffic precedence over the data traffic. Failure to do this may result in poor voice quality. Because of this all switches involved in the VoIP LAN must be capable of 802.1q (VLANS) and 802.1p (Class of Service (CoS)). In addition, the switch, that the phone system appliances or servers will plug into, must be capable of marking 802.1p CoS upon frame ingress. Implementing VoIP over a Wide Area Network (WAN) requires that all routers be capable of prioritizing voice traffic using the Type of Service (ToS), Differentiated Services Code Point (DSCP) value, or class based prioritization based on traffic type and has the ability to fragment data packets as required to ensure voice quality. The routers also need to have the ability to mark CoS upon frame egress from the router into the LAN. Implementing marconet.com 7793 Page 7 rlorC�� Statement of Work VoIP over the internet does not allow for Quality of service. Marco will not be responsible for troubleshooting voice quality over the internet. Voice over IP requires that the one way delay on a network, the time it takes a packet to go from point A to point B, not exceed to 150 milliseconds. If the delay exceeds this voice quality will degrade exponentially. The LAN and WAN need to be designed in such a manner that will reduce the variable delay (Jitter) on your network. A consideration when contemplating VoIP is how your phone sets will get their power. In a traditional analogue or digital phone this power comes from the line or card the phone is plugged into. In Voice over IP your phones plug into a switch. Traditional switches do not supply Power over Ethernet (PoE). If you plan on using traditional switches you will need to plug in you phone to a power outlet or powered patch panel to get power. This may present a problem when you have a power outage. It is highly recommended in this environment that the phones are plugged into Uninterrupted Power Supplies (UPS) which use batteries to maintain power in the event of an outage. Because of this dilemma, switch vendors have created data switches and patch panels to supply PoE to things like phones and wireless access points. If using these switches verify that they adhere to the IEEE 802.3af standard for Power over Ethernet. Users must still have these switches plugged into UPS(s) so that in the event of a power outage your phones don't loose power. Teleworker server requires a high speed internet connection. The best practices installation of Teleworker requires a firewall with a DMZ interface. If an DMZ interface is not available then the Teleworker can be installed in Parallel with the firewall. Either way of installation will require an additional public IP address that the customer is responsible to obtain from there ISP Schedule of Services Payment terms for equipment, software and labor at $74,211.32 are as follows: 25% Down Payment with signed SOW 50% Upon Equipment Delivery 25% Upon System Acceptance Facilities If applicable, City of Eden Prairie will provide full access to all premises as needed by Marco to perform its responsibilities under this SOW. Any refusal of access shall relieve Marco of its performance obligations and the assessment schedule shall be revised to reflect the delay. City of Eden Prairie will also provide a suitable work area for Marco personnel, and will provide remote high-speed internet access to the voice network during the entire phase of implementation. Marco will work with the carrier of choice on any line changes that City of Eden Prairie requires at the time of installation of a new system. City of Eden Prairie accepts any and all charges from the carrier for these changes. Marco requires a minimum two week window upon confirmation of installation of new facilities to schedule the implementation of the new system. Remote Access: When or where applicable, Marco will configure remote access to City of Eden Prairie's network for after installation remote support. If for any reason City of Eden marconet.com 7793 Page 8 r norC___� Statement of Work Prairie has concerns with Marco having this access please communicate that concern during the review of this SOW to discuss alternative methods of support. When remote access support is authorized Marco will use this access to support City of Eden Prairie whenever a support ticket is created. Marco will communicate with the client prior to client network access for any non-support ticket access. Change Management Marco will review changes to this statement of work that are requested by City of Eden Prairie. As part of this review, Marco will prepare a Change Order that documents the requested change and, if applicable, any impact on the implementation schedule and pricing. Marco will incorporate the change into the project schedule and scope of work upon receipt of the City of Eden Prairie-signed Change Order. Changes requested can affect the implementation schedule and services price quoted. As a result, Marco will not implement any change without a Change Order authorized by City of Eden Prairie and accepted by Marco. Change & Addition Pricing Any changes or additions to this Statement of Work, requested by City of Eden Prairie, will be priced according to our prevailing rate or, if requested by City of Eden Prairie, separately quoted before the change or addition is made. Terms and Conditions This Statement of Work (SOW) is subject to the following terms and conditions: Marco shall not be responsible for any delays that result from incomplete or inaccurate information supplied by City of Eden Prairie. Any work performed by Marco that is not listed in this scope of work or which is required to assist City of Eden Prairie with the completion of this project will be subject to the change management process described above. Marco shall not be responsible for any failure of equipment or network service resulting from any City of Eden Prairie-supplied equipment. In no event will Marco be liable for any damages caused by City of Eden Prairie's failure to perform its responsibilities. Marco will work with the telephone vendors in ordering and installation of service, but will not be responsible for delays or discrepancies of those vendors. Returns Pre-authorization is required for all returns. If you are not satisfied with your purchase, please follow the guidelines below to request approval for a return. Product(s) must be returned to Marco within 15 calendar days of purchase date provided the following criteria are met: 1. Product(s) must be in resalable condition and not damaged. Product(s) must be complete and in manufacturer's original packaging, with no visible damage (i.e., rips, marconet.com 7793 Page 9 r ior-cf Statement of Work tears, compressions, holes or dents). All seals and packaging tape of manufacturers packaging must be unbroken. There must be no markings or writing on manufacturer's packaging. There must be no stickers, other than the shipping label, on manufacturer's packaging. Product(s) found not to be in resalable condition will be subject to a restocking fee and /or denial of credit. 2. Special or custom orders are non-returnable. 3. Product(s) may be subject to restocking fees. 4. Product(s) that have been installed will be individually reviewed and may be subject to restocking fees, a refusal of return, no credit for the installation and delivery charges, and/or added fees for pick up. 5. Please request your Marco RMA by one of the following: • Website: www.marconet.com (online services) • Email: returns@marconet.com • Phone: 1.800.892.8548 (ask for Returns Department) marconet.com 7793 Page 10p rlorCg � Statement of Work Notice to Proceed Execution of this Statement of Work (SOW) by City of Eden Prairie shall constitute notice to Marco to proceed with the project described in this SOW. NOTE: Scheduling action cannot be finalized until your concurrence with the SOW has been returned to this office. Any delay at this time can incur a delay in the installation of your programmed facility. Signed SOW ("ACCEPTANCE SIGNATURES:" section) may be either FAXED to 320.259.3087, 651.636.2855 or 800.847.3087; EMAILED to projectmanagers@marconet.com; or MAILED to: Brian Klocker - Project Management Office Marco 4510 Heatherwood Road P.O. Box 250 St. Cloud, MN 56301 ACCEPTANCE SIGNATURES: (pre-authorization of project scope and services) c' .a"v October 6, 2014 Randy Lindstedt Date Marco Account Manager gA,4:1 )<odc October 6, 2014 Chris Kadoun Date Consulting Systems Engineer - Sales Engineering City of Eden Prairie Date Next Steps Upon receipt of this notice and confirmation of purchase order receipt, Marco will initiate the following "next steps": 1. Contact City of Eden Prairie to schedule installation dates and introduce a Marco Project Manager (if applicable). 2. Assign trained and certified technical resources following confirmation of scheduled dates. These resources will ensure successful completion of tasks as detailed in this SOW. 3. Schedule a Project Kick-off Meeting/Conference call with City of Eden Prairie and Marco. During this meeting, Marco will introduce the assessment team, work with City of Eden Prairie to develop a detailed project schedule, set project milestones and discuss all aspects of this assessment. The Kick-off will provide an opportunity for Marco and City of Eden Prairie to address any outstanding questions or areas of concern. In addition, begin work according to this statement of work and the agreed schedule. marconet.com 7793 Page 11 �r��� �l Statement of Work SOW Completion Process Once all tasks detailed in the Statement of Work Services and Deliverables section have been completed, Marco will consider the project complete and the customer notified of project closure. marconet.com 7793 Page 12rinor-cf CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda October 7, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.G. Office of the City Manager/ Adopt Post Issuance Compliance Policy Finance, Sue Kotchevar Requested Action Move to adopt Post Issuance Compliance Policy. Synopsis The City of Eden Prairie, Minnesota issues tax advantaged obligations which require compliance with the applicable provisions of the Internal Revenue Code of 1986, as amended and regulations promulgated thereunder (the "Treasury Regulations"). The IRS recommends that governmental entities that issue tax advantaged debt implement a formal policy which describes procedures and systems in place to ensure compliance. Attachment Policy 1 � � 1r•' POST ISSUANCE COMPLIANCE POLICY FOR EDEN TAX EXEMPT AND TAX ADVANTAGED OBLIGATIONS PRAIRIE LIVE•WORK•DREAM The City of Eden Prairie, Minnesota (the "Issuer") issues tax advantaged obligations (tax- exempt, tax credit, or direct pay) which requires compliance with the applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder (the "Treasury Regulations"). This Post Issuance Compliance Policy (the "Policy") sets forth specific policies of the City designed to monitor post issuance compliance with these obligations. The Policy describes various procedures and systems designed to identify on a timely basis facts relevant to complying with the requirements in order that interest on such obligations continues to be excluded from gross income for federal income tax purposes or that the obligations continue to receive tax advantaged treatment. The arbitrage or tax certificate prepared by bond counsel and signed by City officials will document the federal tax law requirements applicable to each issue. The City acknowledges that compliance with provisions of the Code and Treasury Regulations is an ongoing process, necessary during the entire term of the obligation. General Policies • The Finance Manager will act as the Compliance Officer and will have the responsibility for monitoring post issuance compliance. • The Compliance Officer will be responsible for designating and training any other staff that will assist with post issuance compliance efforts. • The Compliance Officer will coordinate the retention of adequate records and will comply with applicable Internal Revenue Service ("IRS") requirements. • The Compliance Officer shall be aware of the Treasury's Tax Exempt Bonds Voluntary Closing Agreement Program ("TEB VCAP") and take timely corrective action when appropriate. • The Compliance Officer will review post issuance compliance procedures at regular intervals. Issuance of Obligations — Records The Compliance Officer, with each issue of obligations, will: • Obtain and retain a bond record/transcript of the issue. • Confirm that bond counsel has filed the applicable information report (Form 8038, 8038-G, 8038-GC, 8038-B, or 8038-TC) with the IRS on a timely basis. • Maintain records pertaining to the investment and expenditure of the gross proceeds of the obligations, including original proceeds, investment proceeds and replacement proceeds (such as debt service funds). Arbitrage The Compliance Officer will: • Confirm that the initial offering prices of the obligations with supporting data are included within the bond record/transcript. • Confirm that a computation of bond yield has been made by the financial advisor, underwriter, or bond counsel and it is included in the bond record/transcript. • Ensure that investments acquired with obligation proceeds are purchased at fair market value and maintain a system of tracking investment earnings on obligation proceeds. • Consult with bond counsel before entering into any post issuance credit enhancement transactions (e.g., bond insurance, letter of credit), hedging transactions (e.g., interest rate swap, cap) or participating in guaranteed investment contracts ("GIC"). • Maintain procedures for allocating obligation proceeds and investment earnings to expenditures, inclusive of the reimbursement of pre-issuance expenditures. • Maintain procedures to comply with Section 1.148-6(d) of the Regulations, requiring that an allocation of obligation proceeds to expenditures be accounted for not later than 18 months after the expenditure is paid or the obligation financed project is placed in service. • Monitor compliance with applicable 6-month, 18-month or 2 year spending exceptions to rebate requirement. • Monitor compliance with applicable temporary periods, and monitor investment of funds if such exceptions are not satisfied. • Contract for timely computation of rebate and yield reduction liabilities and if a liability is due, file Form 8038-T and transmit payment on a timely basis (within 60 days of each fifth-year computation period, final maturity, or redemption date). Private Activity Uses The Compliance Officer will: • Track obligation proceeds spent on each facility. • Maintain records pertaining to obligation proceeds, investment earnings and expenditures consistent with those used for arbitrage to ensure that obligation proceeds are used for qualifying costs. • Track funds from other sources used to finance non-qualifying costs. • Monitor direct and indirect private use of financed facilities to ensure compliance with applicable percentage limitations. Examples of potential private uses are: sale of facilities, lease or sub-lease of facilities, management contracts, preference agreements (e.g. 3rd party parking in a private lot), joint ventures, output contracts, development agreements, grants/loans, and naming rights. • Consult with bond counsel regarding any possible private use of obligation financed facilities to determine if such use could affect the tax status of the issue and if so, determine what action is appropriate, including voluntary disclosure through TEB VCAP. Federal Subsidy Payments The Compliance Officer will be responsible for calculating and submitting applicable tax forms for federal subsidy payments for tax advantaged obligations. Record Retention The Compliance Officer, in coordination with staff, will maintain the following: • Bond record/transcript inclusive of bond counsel opinion and the arbitrage or tax certificate. • Documentation evidencing expenditure of obligation proceeds and investment earnings. • Documentation regarding the type of facilities financed with obligation proceeds such as: land, buildings, and equipment, as well as the economic life and depreciation. • Documentation of all sources of payment or security for the obligations. • Documentation pertaining to private use of any obligation financed facilities. • Documentation on investment of the proceeds (SLGS's subscriptions, investment income, guaranteed investment contracts, and rebate calculations). • Records retained for as long as the related issue is outstanding (including refunding issue, if applicable) plus three years. Conduit Finances In conduit bond financings such as Industrial Revenue Bonds, the Issuer is not in a position to directly monitor compliance with arbitrage and qualified uses. The Issuer's policy as it relates to conduit financing will require language in the bond documents imposing on the borrower the responsibility to monitor compliance with arbitrage, other tax requirements, and qualified uses and take necessary action if remediation is required, with the borrower assuming any and all costs related to such responsibility. As evidence of borrower compliance, the City will require the borrower, within 45 days after each installment computation date and the final computation date, to deliver to the City a written summary of a calculation (or a conclusion in lieu of a calculation if the rebate analyst considers no calculation is necessary), prepared by the rebate analyst, of the rebate and yield reduction amount(s) due, if any. If an arbitrage payment is due, the borrower shall give to the City notice of the amount, date, and manner of payment which the borrower is to make to the federal government and prepare for the City's execution IRS Form 8038-T. Continuinq_Disclosure Underwriters, under the provisions of SEC Rule 15c2-12, are required to obtain an "agreement/undertaking" for ongoing disclosure if the principal amount of the obligation is in excess of $1,000,000. A copy of the "agreement/undertaking" will either be part of a resolution to be adopted by the City Council or a separate agreement to be signed prior to the settlement of the obligation. The Compliance Officer will monitor compliance with the "agreement/undertaking". The "agreement/undertaking" will provide the information that will be required for disclosure, as well as the timeframe for filing the information. The "agreement/undertaking" may require the filing of operating and financial information; and will require the filing of material events, which are required to be filed within ten (10) business days of the occurrence of the event. In conduit bond financings such as Industrial Revenue Bonds, the Issuer is not in a position to directly provide the information required under any related "agreement/undertaking". The Issuer's policy as it relates to conduit financing will require language in the bond documents imposing on the borrower the responsibility to monitor compliance with any "agreement/undertaking" related to continuing disclosure and take necessary action if remediation is required, with the borrower assuming any and all costs related to such responsibility. CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 7, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: VIII.H. Police, Chief Rob Reynolds Resolution approving Mutual Aid Pact with Hennepin County Chiefs of Police Requested Action Move to: Adopt Resolution approving renewal of the mutual aid pact with Hennepin County Chiefs of Police Synopsis The general purpose of the pact is to permit agencies to share law enforcement resources with other agencies in Hennepin County. The Joint Powers Agreement specifically allows a requesting party to select the resources that best meets the needs of a given situation. A requesting party may call upon any other participating party for mutual aid. There is no requirement to make requests through a particular party. In addition, the Joint Powers Agreement should not be interpreted as restrictive in providing resources to deal with only major catastrophic situations. Participating parties can utilize the resources for many reasons including routine circumstances such as training efforts and back-up patrol service. This pact provides the flexibility for all agencies to use the resources located among all participating parties in Hennepin County. Attachment Hennepin County Mutual Aid Pact Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2014- A RESOLUTION APPROVING RENEWAL OF THE MUTUAL AID PACT WITH HENNEPIN COUNTY CHIEFS OF POLICE WHEREAS, Minnesota Statutes, Section 471.59 authorizes governmental units by agreement of their governing bodies to jointly or cooperatively exercise any power common to them; and WHEREAS, the Hennepin County Chiefs of Police Association previously developed a Mutual Aid Pact to foster the sharing of law enforcement resources among agencies in Hennepin County; and WHEREAS, the Hennepin County Chiefs of Police Association has revised its Mutual Aid Pact to clarify and update the language of the Joint and Cooperative Agreement for the Use of Law Enforcement Personnel and Equipment(the Agreement); and WHEREAS, the Agreement allows other governmental units and municipalities to become a party to the Agreement by the adoption of a resolution and sending notice to the Hennepin County Sheriff; and WHEREAS, the City of Eden Prairie considers it to be in its best interests to become a Party to the Agreement. NOW THEREFORE, BE IT RESOLVED,that the City Council authorizes the Eden Prairie Police Department to be a Party to the Joint and Cooperative Agreement for the Use of Law Enforcement Personnel and Equipment developed by the Hennepin County Chiefs of Police Association. The City of Eden Prairie agrees to comply with all terms of the Agreement. ADOPTED,by the City Council of the City of Eden Prairie, on October 7, 2014. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk HENNEPIN COUNTY CHIEFS OF POLICE ASSOCIATION MUTUAL AID PACT Effective January 1 , 2015 TABLE OF CONTENTS FOREWORD 2 JOINT AND COOPERATIVE AGREEMENT FOR USE OF LAW ENFORCEMENT PERSONNEL AND EQUIPMENT 4 I . GENERAL PURPOSE 4 II . DEFINITION OF TERMS 4 III . PARTIES 5 IV. PROCEDURE 5 V . LIABILITY 7 VI . EFFECTIVE DATE 9 VII . WITHDRAWAL AND TERMINATION 9 Hennepin County Chiefs of Police Association Mutual Aid Pact - 1 - HENNEPIN COUNTY CHIEFS OF POLICE ASSOCIATION MUTUAL AID PACT FOREWORD The Mutual Aid Committee of the Hennepin County Chiefs of Police Association was tasked with revising and updating the mutual aid pact among all the police agencies of Hennepin County . The original pact was created in 1968 with the various agencies joining the pact throughout the years . Many provisions of the original pact were continued into the new pact . The Joint and Cooperative Agreement for Use of Law Enforcement Personnel and Equipment (" Joint Powers Agreement" ) was updated to reflect accurately the procedures , address current issues and enhance the ability of departments to share resources with each other . The general purpose of the pact is to permit agencies to share law enforcement resources with other agencies in Hennepin County . The Joint Powers Agreement specifically allows a requesting party to select the resources that best meets the needs of a given situation . A requesting party may call upon any other participating party for mutual aid . There is no requirement to make requests through a particular party . In addition , the Joint Powers Agreement should not be interpreted as restrictive in providing resources to deal with only major catastrophic situations . Participating parties can utilize the resources for many reasons including routine circumstances such as training efforts and back- up patrol service . This pact provides the flexibility for all agencies to use the resources located among all participating parties in Hennepin County . The decision as to when to invoke mutual aid and whether to respond is left to the discretion of the requesting or sending party . Each agency should acquaint supervisory personnel with any internal procedures used for mutual aid . While the Joint Powers Agreement does not require particular words or actions to initiate mutual aid , agencies should be clear about whether mutual aid was requested and what type of assistance is being provided . Parties should not self- deploy . Hennepin County Chiefs of Police Association Mutual Aid Pact - 2 Furthermore , each officer within a department should have a basic familiarity with mutual aid , the responsibilities when reporting to another agency and the protections afforded under the agency' s worker' s compensation . For liability reasons , management of a mutual aid situation is under the control of the requesting party . However., the sending party has discretion whether to provide personnel or equipment and can recall such assistance at any time . Time commitments for mutual aid requests : While there is no hard and fast time limit , the commitment of resources can be taxing on agencies . In addition , in some situations , an advantage can be gained by ending a mutual aid request and entering into some contractual assistance , especially when the law enforcement costs need to be tracked or can be recovered from other sources . The Hennepin County Sheriff' s Office ("Sheriff' ) has again volunteered to serve as the administrative coordinator of the pact . As communities adopt the Joint Powers Agreement , the appropriate documentation and signature page need to be forwarded to the Sheriff. Each agency is responsible for entering and updating available agency resources . Previously the parties used the Regional Automated Property Information ( RAPID ) database . Resources will now be listed online in a mutually agreed upon resource management database . The parties to this agreement are solely responsible to update their available resources in the agreed upon database . The effective date for the new Joint Powers agreement is January 1 , 2015 . This date was established to allow enough time for agencies to receive the appropriate authority and to provide some finality between the old pact and the new pact . The former pact will expire at midnight on December 31 , 2014 . Failure to execute the new agreement by December 31 , 2014 will terminate a party' s participation in the pact . Participation can be resumed upon execution of the new agreement . Agencies that elect not to participate in the new agreement may be bound by other existing mutual aid agreement or state statutes . Hennepin County Chiefs of Police Association Mutual Aid Pact - 3 - JOINT AND COOPERATIVE AGREEMENT FOR USE OF LAW ENFORCEMENT PERSONNEL AND EQUIPMENT GENERAL PURPOSE The general purpose of this Joint and Cooperative Agreement for Use of Law Enforcement Personnel and Equipment ("Agreement" ) is to provide a means by which a Party to this Agreement may request and obtain Law Enforcement Assistance from other Parties when a Party deems such Law Enforcement Assistance necessary . This Agreement is made pursuant to Minnesota Statutes , Section 471 . 59 , which authorizes the joint and cooperative exercise of powers common to the Parties . II . DEFINITION OF TERMS For the purposes of this Agreement , the terms defined in this section shall have the following meanings : S ubd . 1 . "Eligible Party" means a " governmental unit" as defined by Minnesota Statues , Section 471 . 59 , subd . 1 or a " municipality" as defined by Minnesota Statutes , S ection 466 . 01 , subd . 1 , that is authorized to exercise police powers in Hennepin County , Minnesota . S ubd . 2 . "Law Enforcement Assistance " means equipment and personnel , including but not limited to , licensed peace officers and non - licensed personnel . S ubd . 3 . "Party" means an " Eligible Party" that elects to participate in this Agreement by the authorization of its governing body . " Parties" means more than one Party to this Agreement . S ubd . 4 . "Requesting Official" means a person who is designated by the Requesting Party to request Law Enforcement Assistance from other Parties . S ubd . 5 . "Requesting Party" means a Party that requests Law Enforcement Assistance from other Parties . Hennepin County Chiefs of Police Association Mutual Aid Pact - 4 - S ubd . 6 . "Sending Official" means a person who is designated by a Party to determine whether and to what extent that Party should provide Law Enforcement Assistance to a Requesting Party . S ubd . 7 . "Sending Party" means a Party that provides Law Enforcement Assistance to a Requesting Party . S ubd . 8 . "Sheriff" means the Hennepin County Sheriff or designee . III . PARTIES The Parties to this Agreement shall consist of as many Eligible Parties that have approved this Agreement by December 31 , 2014 . Additional Eligible Parties shall become a Party on the date this Agreement is approved by the Party' s governing body . U pon approval by a Party , the executed signature page of this Agreement shall be sent to the Sheriff along with a resolution approving this Agreement . IV. PROCEDURE Subd . 1 . Each Party shall designate , and keep on file with the Sheriff, the name of the person (s) of that Party who shall be its Requesting Official and Sending Official . A P arty may designate the same person as both the Requesting Official and the Sending Official . Also , a Party may designate alternate persons to act in the absence of an official . S ubd . 2 . Whenever , in the opinion of a Requesting Official of a Party , there is a need for Law Enforcement Assistance from other Parties , such Requesting Official may , at his or her discretion , call upon the Sending Official of any other Party to furnish Law Enforcement Assistance . Hennepin County Chiefs of Police Association Mutual Aid Pact - 5 - Subd . 3 . Upon the receipt of a request for Law Enforcement Assistance from a Party , the Sending Official may authorize and direct personnel and equipment of the Sending S arty be sent to the Requesting Party . Whether the Sending Party provides such Law Enforcement Assistance to the Requesting Party and , if so , to what extent such Law Enforcement Assistance is provided shall be determined solely by the Sending Official (subject to such supervision and direction as may be applicable within the governmental structure of the Party by which they are employed ) . Failure to provide Law Enforcement Assistance will not result in liability to a Party and each Party hereby waives all claims against another Party for failure to provide Law Enforcement Assistance . S ubd . 4 . When a Sending Party provides Law Enforcement Assistance under the terms of this Agreement , it may in turn request Law Enforcement Assistance from other Parties as " back- up" during the time that such Law Enforcement Assistance is provided . S ubd . 5 . Whenever a Sending Party has provided Law Enforcement Assistance to a Requesting Party , the Sending Official may at any time recall such Law Enforcement Assistance or any part thereof, if the Sending Official in his or her best judgment deems such recall necessary to provide for the best interests of the Sending Party' s community . Such action will not result in liability to any Party and each Party hereby waives all claims against another Party for recalling Law Enforcement Assistance . Subd . 6 . The Requesting Party shall be in command of all situations where Law Enforcement Assistance is provided . The personnel and equipment of the Sending Party shall be under the direction and control of the Requesting Party until the S ending Party withdraws Law Enforcement Assistance or the Law Enforcement Assistance is no longer needed . S ubd . 7 . No charges will be levied by a Sending Party to this Agreement for Law Enforcement Assistance rendered to a Requesting Party under the terms of this Agreement unless that assistance continues for a period of more than eight ( 8 ) hours . If Law Enforcement Assistance provided under this Agreement continues for more Hennepin County Chiefs of Police Association Mutual Aid Pact - 6 - than eight (8 ) hours , the Sending Party may submit to the Requesting Party an itemized bill for the actual cost of any Law Enforcement Assistance provided after the initial eight ( 8 ) hour period , including salaries , overtime , materials and supplies and other necessary expenses . The Requesting Party will reimburse the Sending Party providing the Law Enforcement Assistance for that amount . Such charges are not contingent upon the availability of federal or state government funds . V . LIABILITY Liability for Injury , Death or Damage to Sending Party 's Personnel or Equipment Each Party shall be responsible for its own personnel and equipment and for injuries or death to any such personnel or damage to any such equipment . Responding personnel shall be deemed to be performing their regular duties for each respective Sending Party for purposes of workers ' compensation . Worker' s Compensation : Each Party will maintain workers ' compensation insurance or self-insurance coverage , covering its own personnel while they are providing Law Enforcement Assistance pursuant to this Agreement . Each Party , and where applicable its insurer , waives the right to sue any other Party for any workers ' compensation benefits paid to its own employee or volunteer or their dependants , even if the injuries or death were caused wholly or partially by the negligence of any other Party or its officers , employees or volunteers . Damage to Equipment : Each Party shall be responsible for damages to or loss of its own equipment . Each Party , and where applicable its insurer , waives the right to sue any other Party for any damages to or loss of its equipment , even if the damages or losses were caused wholly or partially by the negligence of any other Party or its officers , employees or volunteers . Hennepin County Chiefs of Police Association Mutual Aid Pact - 7 - Liability for Injury or Death to Third Parties or Property Damage of Third Parties For the purposes of the Minnesota Municipal Tort Liability Act ( Minnesota Statutes , Chapter 466 ) , the employees and officers of the Sending Party are deemed to be employees , as defined in Minnesota Statutes , Section 466 . 01 , subd . 6 , of the Requesting Party . The Requesting Party agrees to defend and indemnify against any claims brought or actions filed against a Sending Party or any officers , employees , or volunteers of a Sending Party for injury or death to any third person or persons or damage to the property of third persons arising out of the performance and provision of Law Enforcement Assistance pursuant to the Agreement , using legal counsel reasonably acceptable to the Sending Party . Under no circumstances shall a Requesting Party be required to pay , on behalf of itself and other Parties , any amount in excess of the limits of liability established in Minnesota Statutes , Chapter 466 , applicable to any one Party . The limits of liability for the Parties may not be added together to determine the maximum amount of liability fora Party pursuant to Minnesota Statutes , Section 471 . 59 , subd . 1 a . The purpose of creating this duty to defend and indemnify is to simplify the defense of claims by eliminating conflicts among the Parties and to permit liability claims against the Parties from a single occurrence to be defended by a single attorney . However , the Sending party , at is option and its own expense , shall have the right to select its own attorney or approve a joint attorney as appropriate , considering potential conflicts of interest . Nothing in this Agreement is intended to constitute a waiver of any immunities and privileges from liability available under federal law or the laws of Minnesota . If a court determines that the liability of a Party or Parties is not subject to the tort caps and liability exceeds the tort cap maximum , a Party shall be subject to liability only for the acts of its officers , employees and volunteers . Hennepin County Chiefs of Police Association Mutual Aid Pact - 8 - No Party to this Agreement nor any official , employee or volunteer of any Party shall be liable to any other Party or to any other person for failure of any Party to furnish Law Enforcement Assistance or for recalling Law Enforcement Assistance . VI . EFFECTIVE DATE This Agreement shall become effective and operative beginning at 12 : 01 A . M . , local time on January 1 , 2015 . The Sheriff shall maintain a current list of the Parties to this Agreement and , whenever there is a change , shall notify the designated Sending Officials . Notice may be sent to the Sending Officials via email or through the United States Postal Service . VII . WITHDRAWAL AND TERMINATION A Party may withdraw from this Agreement by action of its governing body . Withdrawal is effective after thirty (30) days ' written notice is provided to the Sheriff. The Sheriff shall thereupon give notice of such withdrawal , and the effective date thereof to all other Parties . Parties that have withdrawn may rejoin by following the procedure set forth in Section III of this Agreement . This Agreement will terminate when the number of Parties to the Agreement falls below eleven ( 11 ) . The Sheriff shall notify the remaining parties that the Agreement has terminated . IN WITNESS WHEREOF , the Parties , by action of their respective governing bodies , caused this Agreement to be approved on the dates below . ( Each Party must attach a dated and signed signature page consistent with that Party' s method of executing contracts . ) Hennepin County Chiefs of Police Association Mutual Aid Pact - 9 - Standard Agreement for Professional Services This Agreement ("Agreement") is made on the 7 day of October , 2014, between the City of Eden Prairie, Minnesota (hereinafter "City"), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and SRF Consulting Group, Inc, a Minnesota Corporation (hereinafter "Consultant") whose business address is One Carlson Parkway, #150, Plymouth, MN 55447. 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 Preliminary Design of the Hiawatha Avenue Extension hereinafter referred to as the "Work". The City and Consultant agree as follows: 1. Scope of Work. The Consultant agrees to provide the professional services shown in Exhibit A ( September 29, 2014 Proposal Letter ) in connection with the Work. The terms of this Agreement shall take precedence over any provisions of the Consultants proposal and/or general conditions. If the Consultants proposal is attached as the Exhibit A Scope of Work, City reserves the right to reject any general conditions in such proposal. 2. Term. The term of this Agreement shall be from October 7, 2014 through October 31, 2015 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 $ 29,917 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. Standard Agreement for Professional Services 2014.01 Page 1 of 8 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. City'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 set forth on Exhibit A performed prior to receipt of written notice from the City of such suspension. C. Payments for Special Consultants. The Consultant shall be reimbursed for the work of special consultants, as described herein, and for other items when authorized in writing by the City. Standard Agreement for Professional Services 2014.01 Page 2 of 8 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." 6. Project Manager and Staffing. The Consultant has designated _Matt Hansen, & Rebecca Krugerud to serve on the Project. They 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 the designated staff from the Project without the approval of the City. 7. Standard of Care. Consultant shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. Consultant shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Consultant's breach of this standard of care. Consultant shall put forth reasonable efforts to complete its duties in a timely manner. Consultant shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. Consultant shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. 8. Audit Disclosure and Data Practices. 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 Agreement. This Agreement is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd 7, which is created, collected, received, stored, used, maintained, or disseminated by Consultant in performing any of the functions of the City during performance of this Agreement is subject to the requirements of the Data Practice Act and Consultant shall comply with those requirements as if it were a government entity. All subcontracts entered into by Consultant in relation to this Agreement shall contain similar Data Practices Act compliance language. 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 herein. 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 Standard Agreement for Professional Services 2014.01 Page 3 of 8 performance of this Agreement within 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. Consultant is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall deem necessary and appropriate for the performance of its obligations pursuant to this Agreement, who shall be employees, and under the direction, of Consultant and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Consultant an employee of the City. 12. Insurance. a. General Liability. Prior to starting the Work, Consultant shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of operations by 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. b. Consultant shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Worker's Compensation Statutory Limits Employer's Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General 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 Standard Agreement for Professional Services 2014.01 Page 4 of 8 c. Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. d. Professional Liability Insurance. In addition to the coverages listed above, Consultant shall maintain a professional liability insurance policy in the amount of $2,000,000. Said policy need not name the City as an additional insured. It shall be Consultant's responsibility to pay any retention or deductible for the professional liability insurance. Consultant agrees to maintain the professional liability insurance for a minimum of two (2) years following termination of this Agreement. e. Consultant shall maintain "stop gap" coverage if Consultant obtains Workers' Compensation coverage from any state fund if Employer's liability coverage is not available. f. All policies, except the Professional Liability Policy and Worker's Compensation Policy, shall name the "City of Eden Prairie" as an additional insured on ISO forms CG 20 10 07 04 or CG 20 10 04 13; and CG 20 37 07 04 or CG 20 37 04 13, or their equivalent. g. All policies, except the Professional Liability Policy, shall apply on a "per project" basis. h. All polices shall contain a waiver of subrogation in favor of the City. i. All policies, except the Professional Liability Policy and Worker's Compensation Policy, shall be primary and non-contributory. j. All polices, except the Professional Liability Policy and Worker's Compensation Policy, shall insure the defense and indemnity obligations assumed by Consultant under this Agreement. k. Consultant agrees to maintain all coverage required herein throughout the term of the Agreement and for a minimum of two (2) years following City's written acceptance of the Work. I. It shall be Consultant's responsibility to pay any retention or deductible for the coverages required herein. m. It shall be Consultant's responsibility to notify City of policy cancellations, non- renewal or restrictive modifications and coverages shall not be cancelled or non- renewed or restrictive modifications added, without thirty (30) days' prior notice to the City, except that if the cancellation or non-renewal is due to non-payment, the coverages may not be terminated or non-renewed without ten (10) days' prior notice to the City. Standard Agreement for Professional Services 2014.01 Page 5 of 8 n. 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. o. A copy of the Consultant's Certificate of Insurance which evidences the compliance with this Paragraph, 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 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. p. 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: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Consultant's insurance company. Consultant will take the action required by the City within fifteen (15) days of receiving notice from the City. 13. Indemnification. Consultant will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney's fees paid, incurred or for which it may be liable resulting from any breach of this Agreement by Standard Agreement for Professional Services 2014.01 Page 6 of 8 Consultant, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Consultant, its agents, contractors and employees, relative to this Agreement. City will indemnify and hold Consultant harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 14. 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. 15. 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 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. 16. 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. Any violation of statutes, ordinances, rules and regulations pertaining to the services to be provided shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. 17. Mediation. Each dispute, claim or controversy arising from or related to this agreement shall be subject to mediation as a condition precedent to initiating arbitration or legal or equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the American Arbitration Association and the other party. No arbitration or legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. Cost of mediation shall be shared equally between the parties. Mediation shall be held in the City of Eden Prairie unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. Standard Agreement for Professional Services 2014.01 Page 7 of 8 18. Assignment. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. 19. Services Not Provided For. No claim for services furnished by the Consultant not specifically provided for herein shall be honored by the City. 20. 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. 21. 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. 22. 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. 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 Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision renders the Agreement void. 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: Standard Agreement for Professional Services 2014.01 Page 8 of 8 CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar October 7, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: #14-5882 ITEM NO.: VIILI. Randy Newton Approve Professional Services Public Works/Engineering Agreement with SRF Consulting Group for Preliminary Design Services for the Hiawatha Avenue Extension Project Requested Action Move to: Approve Professional Services Agreement with SRF Consulting Group, Inc. for Preliminary Design Services for the Hiawatha Avenue Extension Project. Synopsis This Professional Services Agreement will provide preliminary design services for Hiawatha Avenue between Scenic Heights Road and Technology Drive. Background Information The Southwest Light Rail (SWLRT) Transitional Station Area Action Plans identified the construction of Hiawatha Avenue between Scenic Heights Road and Technology Drive as a desired station area improvement. This roadway extension is not included in the proposed SWLRT plans and there is currently no proposed timeline for its construction. However, in order to effectively plan for the future construction of the roadway and to coordinate with the design of SWLRT it is recommended to complete preliminary design work for the roadway at this time. Financial Implications The Professional Services Agreement with SRF has an estimated cost of$29,917. The costs will be paid from Engineering's Design and Engineering budget item, other available budget funds, and if necessary supplemented by the Transportation Fund. Attachment Professional Services Agreement Standard Agreement for Professional Services This Agreement ("Agreement") is made on the 7 day of October , 2014, between the City of Eden Prairie, Minnesota (hereinafter "City"), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and SRF Consulting Group, Inc, a Minnesota Corporation (hereinafter "Consultant") whose business address is One Carlson Parkway, #150, Plymouth, MN 55447. 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 Preliminary Design of the Hiawatha Avenue Extension hereinafter referred to as the "Work". The City and Consultant agree as follows: 1. Scope of Work. The Consultant agrees to provide the professional services shown in Exhibit A ( September 29, 2014 Proposal Letter ) in connection with the Work. The terms of this Agreement shall take precedence over any provisions of the Consultants proposal and/or general conditions. If the Consultants proposal is attached as the Exhibit A Scope of Work, City reserves the right to reject any general conditions in such proposal. 2. Term. The term of this Agreement shall be from October 7, 2014 through October 31, 2015 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 $ 29,917 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. Standard Agreement for Professional Services 2014.01 Page 1 of 8 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. City'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 set forth on Exhibit A performed prior to receipt of written notice from the City of such suspension. C. Payments for Special Consultants. The Consultant shall be reimbursed for the work of special consultants, as described herein, and for other items when authorized in writing by the City. Standard Agreement for Professional Services 2014.01 Page 2 of 8 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." 6. Project Manager and Staffing. The Consultant has designated _Matt Hansen, & Rebecca Krugerud to serve on the Project. They 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 the designated staff from the Project without the approval of the City. 7. Standard of Care. Consultant shall exercise the same degree of care, skill and diligence in the performance of its services as is ordinarily exercised by members of the profession under similar circumstances in Hennepin County, Minnesota. Consultant shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately caused by Consultant's breach of this standard of care. Consultant shall put forth reasonable efforts to complete its duties in a timely manner. Consultant shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. Consultant shall be responsible for costs, delays or damages arising from unreasonable delays in the performance of its duties. 8. Audit Disclosure and Data Practices. 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 Agreement. This Agreement is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd 7, which is created, collected, received, stored, used, maintained, or disseminated by Consultant in performing any of the functions of the City during performance of this Agreement is subject to the requirements of the Data Practice Act and Consultant shall comply with those requirements as if it were a government entity. All subcontracts entered into by Consultant in relation to this Agreement shall contain similar Data Practices Act compliance language. 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 herein. 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 Standard Agreement for Professional Services 2014.01 Page 3 of 8 performance of this Agreement within 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. Consultant is an independent contractor engaged by City to perform the services described herein and as such (i) shall employ such persons as it shall deem necessary and appropriate for the performance of its obligations pursuant to this Agreement, who shall be employees, and under the direction, of Consultant and in no respect employees of City, and (ii) shall have no authority to employ persons, or make purchases of equipment on behalf of City, or otherwise bind or obligate City. No statement herein shall be construed so as to find the Consultant an employee of the City. 12. Insurance. a. General Liability. Prior to starting the Work, Consultant shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of operations by 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. b. Consultant shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Worker's Compensation Statutory Limits Employer's Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General 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 Standard Agreement for Professional Services 2014.01 Page 4 of 8 c. Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by subcontractors. d. Professional Liability Insurance. In addition to the coverages listed above, Consultant shall maintain a professional liability insurance policy in the amount of $2,000,000. Said policy need not name the City as an additional insured. It shall be Consultant's responsibility to pay any retention or deductible for the professional liability insurance. Consultant agrees to maintain the professional liability insurance for a minimum of two (2) years following termination of this Agreement. e. Consultant shall maintain "stop gap" coverage if Consultant obtains Workers' Compensation coverage from any state fund if Employer's liability coverage is not available. f. All policies, except the Professional Liability Policy and Worker's Compensation Policy, shall name the "City of Eden Prairie" as an additional insured on ISO forms CG 20 10 07 04 or CG 20 10 04 13; and CG 20 37 07 04 or CG 20 37 04 13, or their equivalent. g. All policies, except the Professional Liability Policy, shall apply on a "per project" basis. h. All polices shall contain a waiver of subrogation in favor of the City. i. All policies, except the Professional Liability Policy and Worker's Compensation Policy, shall be primary and non-contributory. j. All polices, except the Professional Liability Policy and Worker's Compensation Policy, shall insure the defense and indemnity obligations assumed by Consultant under this Agreement. k. Consultant agrees to maintain all coverage required herein throughout the term of the Agreement and for a minimum of two (2) years following City's written acceptance of the Work. I. It shall be Consultant's responsibility to pay any retention or deductible for the coverages required herein. m. It shall be Consultant's responsibility to notify City of policy cancellations, non- renewal or restrictive modifications and coverages shall not be cancelled or non- renewed or restrictive modifications added, without thirty (30) days' prior notice to the City, except that if the cancellation or non-renewal is due to non-payment, the coverages may not be terminated or non-renewed without ten (10) days' prior notice to the City. Standard Agreement for Professional Services 2014.01 Page 5 of 8 n. 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. o. A copy of the Consultant's Certificate of Insurance which evidences the compliance with this Paragraph, 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 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. p. 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: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Consultant's insurance company. Consultant will take the action required by the City within fifteen (15) days of receiving notice from the City. 13. Indemnification. Consultant will defend and indemnify City, its officers, agents, and employees and hold them harmless from and against all judgments, claims, damages, costs and expenses, including a reasonable amount as and for its attorney's fees paid, incurred or for which it may be liable resulting from any breach of this Agreement by Standard Agreement for Professional Services 2014.01 Page 6 of 8 Consultant, its agents, contractors and employees, or any negligent or intentional act or omission performed, taken or not performed or taken by Consultant, its agents, contractors and employees, relative to this Agreement. City will indemnify and hold Consultant harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents or employees. 14. 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. 15. 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 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. 16. 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. Any violation of statutes, ordinances, rules and regulations pertaining to the services to be provided shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. 17. Mediation. Each dispute, claim or controversy arising from or related to this agreement shall be subject to mediation as a condition precedent to initiating arbitration or legal or equitable actions by either party. Unless the parties agree otherwise, the mediation shall be in accordance with the Commercial Mediation Procedures of the American Arbitration Association then currently in effect. A request for mediation shall be filed in writing with the American Arbitration Association and the other party. No arbitration or legal or equitable action may be instituted for a period of 90 days from the filing of the request for mediation unless a longer period of time is provided by agreement of the parties. Cost of mediation shall be shared equally between the parties. Mediation shall be held in the City of Eden Prairie unless another location is mutually agreed upon by the parties. The parties shall memorialize any agreement resulting from the mediation in a mediated settlement agreement, which agreement shall be enforceable as a settlement in any court having jurisdiction thereof. Standard Agreement for Professional Services 2014.01 Page 7 of 8 18. Assignment. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. 19. Services Not Provided For. No claim for services furnished by the Consultant not specifically provided for herein shall be honored by the City. 20. 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. 21. 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. 22. 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. 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 Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision renders the Agreement void. 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: Standard Agreement for Professional Services 2014.01 Page 8 of 8 LI ' I E NGINFFRS P TANNERS DESIGNERS Consulting Group, Inc. September 29 , 2014 Mr. Randy Newton, PE, PTOE Assistant City Engineer CITY OF EDEN PRAIRIE 8080 Mitchell Road Eden Prairie, MN 55344 SUBJECT: PROPOSAL FOR PROFESSIONAL SERVICES FOR HIAWATHA AVENUE EXTENSION PRELIMINARY DESIGN Dear Mr. Newton : Based on your request, we have prepared this proposal for professional services to assist the City with the preliminary design of the Hiawatha Avenue extension . we understand that the City is interested in constructing a north-south connection between Scenic Heights Road and Technology Drive in the approximate location of Hiawatha Avenue south of Scenic Heights Road . SCOPE OF WORK Our work will include all tasks necessary for the preliminary design of the roadway. We will carry out the work to complete the general tasks shown below. We have also attached a detailed work plan that includes our assumptions and estimate of hours . • Perform topographic field surveys and gather existing information including plats and utility as -built drawings . • Gather input from adjacent property owners and other stakeholders to review impacts and consider access alternatives . Plan for one (1) public information open house . • Develop roadway typical section alternatives for review by City staff and stakeholders . • Develop a preliminary roadway layout to approximately 30% design to establish a basis for future final design . The preliminary layout will include horizontal and vertical alignments , proposed roadway geometrics, preliminary cross sections , construction limits, preliminary water main and sanitary sewer locations, and right of way impacts . PROJECT TEAM A brief description of the key staff is presented below. Matthew D . Hansen, PE , LS , Principal ( Project Principal Matt has 24 years of experience in a variety of roadway and utility improvement projects , including municipal streets and utilities and County State Aid and Trunk Highway design projects . He has been the project principal for recent Eden Prairie design projects including both phases of the Shady Oak Road project. Mr. Hansen frequently manages complex municipal improvement projects and coordinates them through multiple agency reviews and approvals . Matt will serve as the Project Principal, ensuring QA/ QC is completed throughout the project's duration. www . sriconsulting . com One Carlson Parkway North, Suite 150 I Minneapolis, MN 55447-4443 176,3 ,475 .0010 Fax: 763,475 .2429 An Equal Opportunity Employer Mr. Randy Newton, PH , PTOH - 2 - September 29 , 2014 City of H den Prairie Rebecca Krugerud, PE, Senior Associate I Project Manager Becky has 14 years of engineering experience related to highway and municipal engineering. She recently served as the Project Manager for both phases of the Shady Oak Road project. She is skilled in design (profiles, alignments , estimates, and cross -sections) and engineering practices , including defining problems, establishing facts , collecting data and drawing valid conclusions . Becky specializes in State and Federal Aid projects involving complex construction issues and multiagency coordination . With her extensive experience with municipal design projects, Becky will lead the team and serve as Project Manager. Georgina Stanley-Woidyla, PE, Associate I Roadway and Utilities Nina has 12 years of experience specializing in highway, municipal, and site design. Her experience encompasses all aspects of roadway design, including preliminary and final design, erosion control, storm sewer design, and pond design. IIer experience is strengthened by her technical skills with MicroStation and OPAK. Nina is also certified in Stormwater Pollution Prevention Plan Design . Robert Leba, PE , Senior Associate I Water Resources Bob has 16 years of experience in highway, municipal, and site design with expertise in storm sewer and utility design. He frequently manages preliminary and final design projects for municipalities . Bob also has extensive experience working with regulatory agencies to successfully obtain water quality, wetland, and erosion control related permits . Bob will lead the preliminary Water Resources design tasks . SCHEDULE We will complete this work within a mutually agreed-upon time schedule. BASIS OF PAYMENT/ BUDGET We propose to be reimbursed for our services on an hourly basis for the actual time expended using our established rates for the City of H den Prairie. Other direct project expenses such as printing, supplies , reproduction, etc . will be billed at cost, and mileage will be billed at the current allowable IRS rate for business miles . Invoices are submitted on a monthly basis for work performed during the previous month . The estimated cost for providing professional services for the Hiawatha Avenue extension preliminary design is $29 ,917 and we have attached a detailed work plan that includes a summary of the costs for each task. We have made every attempt to include a sufficient estimate of hours based on our experience with similar projects , while providing the City of H den Prairie with a reasonable value. Our fee has been estimated based on our proposed detailed work plan that was reviewed with City staff and our current understanding of the project. CHANGES IN THE SCOPE OF SERVICES It is understood that if the scope or extent of work changes , the cost will be adjusted accordingly. Before any out- of-scope work is initiated, however, we will submit a budget request for the new work and will not begin work until we receive authorization from you. Mr. Randy Newton, PH , PTOF - 3 - September 29 , 2014 City of H den Prairie ACCEPTANCE/ NOTICE TO PROCEED A signed Professional Services Agreement with a copy of this proposal, mailed or emailed to our office, will serve as acceptance of this proposal and our notice to proceed. We sincerely appreciate your consideration of this proposal and look forward to working with you on this important project. Please feel free to contact us if you have any questions or need additional information . Sincerely, SRF CONSULTING GROUP , INC . chigteteaVVA c4/ ,Atia Rebecca R. Krugerud, Pb (MN) Matthew D . Hansen, PH (MN ID) , LS (MN IA) Senior Associate Principal RRK/ MDH / bls Attachments : Detailed Work Plan Rate Schedule This cost proposal is valid for a period of 90 days . SRF reserves the right to adjust its cost estimate after 90 days from the date of this proposal. SRF P14691 S:\Alnrketiug\Prbpo.ralr\2014 Prnposalr\P14691 EP Hiawatha,Ithxt 09241 f.dory CLIENT: CITY OF EDEN PRAIRIE CONSULTANT: SRF CONSULTING GROUP, INC. SUBCONSULTANT: PROJECT: HIAWATHA EXTENSION - PRELIMINARY DESIGN """"" ESTIMATED PERSON - HOURS * ** ESTIMATED TASK NO. WORK TASK DESCRIPTION PRINCIPAL SR. ASSOC. ASSOCIATE SR. PROF PROF. TECHNICAL CLERICAL TOTALS FEE 1 .0 PROJECT MANAGEMENT Assumptions: This task focuses on effective coordination of the project work to expedite the decision-making process and maintain the scheduled completion dates. It assumes Consultant involvement for 3 months from initial concept development work (Oct 2014) to layout approval (Jan 2015) . 1 . 1 General day-to-day project management and administration 3 6 0 0 0 0 0 9 including work-planning , staff scheduling and coordination of tasks (3 months) . 1 .2 Establish ongoing project coordination with Eden Prairie keeping 0 6 0 0 0 0 0 6 City staff fully informed of the project status for the entire length of the project. Coordinate project activities with the following as necessary (3 months) : - City of Eden Prairie • SWLRT staff and design team - Riley Purgatory Watershed District - Private and Public Utilities ▪ Adjacent Property Owners • Other Agencies as Required 1 .3 Prepare project schedule and update monthly. 0 3 0 0 0 0 0 3 SUBTOTAL - TASK 1 3 15 0 0 0 0 0 18 $2,460 2.0 QUALITY CONTROL / QUALITY ASSURANCE Assumptions: - Conduct internal QA/QC peer reviews during the project. Consultant will not submit documents for review prior to completion of internal QC review. 2 . 1 Perform internal Quality Control following SRF's Basic QMP for 0 4 4 0 0 0 0 8 project deliverables, including peer review of all design components including but not limited to computations, drawings, layouts, and cost estimate. SUBTOTAL - TASK 2 0 4 4 0 0 0 0 8 $940 SRF CONSULTING GROUP, INC. WORK TASKS AND PERSON-HOUR ESTIMATE 1/10/2012 MINNEAPOLIS, MN S:\Marketing\Proposals\2014 Proposals\P14691 Eden Prairie Hiawatha Ave Prelim Design\scope of work spread sheet\Hiawatha Extonsion_140929.xisx PAGE 1 OF 6 CLIENT: CITY OF EDEN PRAIRIE CONSULTANT: SRF CONSULTING GROUP, INC. SUBCONSULTANT: PROJECT: HIAWATHA EXTENSION - PRELIMINARY DESIGN ***** ESTIMATED PERSON - HOURS ***** ESTIMATED TASK NO. WORK TASK DESCRIPTION PRINCIPAL SR . ASSOC. ASSOCIATE SR. PRQF PROF, TECHNICAL CLERICAL TOTALS FEE 3.0 PROJECT COORDINATION MEETINGS Prepare for and attend all project coordination meetings as necessary including the following : 3. 1 Stakeholder informational meetings. Stakeholders include SRF, 0 4 4 0 0 0 0 8 City engineering , City planning , SWLRT, Riley Purgatory, adjacent businesses owners/property owners (assume 2 meetings, 2 SRF staff per meeting , 2 hour per mtg) . 3.2 Bi -weekly design review meetings (assume 5 meetings, 2 people 0 5 5 0 0 0 0 10 for 1 hour each) . 3.3 Other meetings as requested by Eden Prairie (assume 2 0 4 4 0 0 0 0 8 meetings, 2 people for 2 hours each). SUBTOTAL - TASK 3 0 13 13 0 0 0 0 26 $3,055 4.0 SURVEYING AND MAPPING Assumptions: City will provide plats and record drawings within the project area. City will provide electronic files of LIDAR basemapping . 4. 1 Design Surveys: Perform topographic field surveys in the project 0 4 0 0 0 26 0 30 area to supplement LIDAR mapping data provided by the City. 4.2 Develop a digital terrain model (DTM). 0 1 0 0 0 4 0 5 SUBTOTAL - TASK 4 0 5 0 0 0 30 0 35 $3,350 5.0 PRELIMINARY DESIGN - LAYOUT (30% DESIGN ) 5. 1 Work with City staff to develop a typical section and concept level 0 4 4 0 8 0 0 16 layout to show the proposed roadway improvements in the project area. Assumes that 2 typical sections will be analyzed to determine impacts associated with each typical. 5.2 Prepare preliminary geometric layout, profile and cross sections 0 4 20 0 40 16 0 80 based on the approved concept layout. The layout limits will be Scenic Heights Road to Technology Drive. Preliminary layout and profile will be prepared using current Mn/DOT State Aid standards. SRF CONSULTING GROUP, INC. WORK TASKS AND PERSON-HOUR ESTIMATE 1/102012 MINNEAPOLIS, MN S:\Marketing\Proposals\2014 Proposals\P14691 Eden Prairie Hiawatha Ave Prelim Deslgn\scope of work spread sheet\Hiawatha Extension_140929.xlsx PAGE 2 OF 6 CLIENT: CITY OF EDEN PRAIRIE CONSULTANT: SRF CONSULTING GROUP, INC. SUBCONSULTANT: PROJECT: HIAWATHA EXTENSION - PRELIMINARY DESIGN ***** ESTIMATED PERSON - HOURS *'**` ESTIMATED TASK NO. WORK TASK DESCRIPTION PRINCIPAL SR. ASSOC. ASSOCIATE $R. PROF PROF. TECHNICAL CLERICAL TOTALS FEE 5.4 Determine preliminary City water main and sanitary sewer 0 0 2 0 4 0 0 6 locations. 5.5 Preliminary water resource design. 0 4 12 0 16 4 0 36 5.6 Submit layout, profile and cross sections to Eden Prairie for 0 0 2 0 0 4 0 6 review and comment. Make revisions as necessary and submit back for approval. SUBTOTAL - TASK 5 0 12 40 0 68 24 0 144 $13,360 6.0 PUBLIC INVOLVEMENT Assumptions - One public information meeting . - Meeting to be advertised through mailers, press releases, and postings to City websites. No newsletters are included in this scope. - City prepares mailing list and prints and mails flyer. City to be responsible for distribution of any press releases. - City to be responsible for website postings. Consultant responsibilities - Preparation of mailers. - Prepare press release for each meeting . - Displays, handouts, sign-in sheets, and comment cards for each public information meeting. - Meeting summary. 6. 1 Prepare mailer advertising meeting. Includes draft mailer for City 0 2 0 0 0 2 0 4 review and final for City mailing. 6.2 Prepare displays, handouts, sign-in sheets, and comment cards 0 2 2 0 6 4 0 14 for each public information meeting. Includes drafts for City review and final. 6.3 Attend public information meetings. Assumes open house 2 4 4 0 0 0 0 10 meetings; no formal presentation. Includes travel, set up and meeting time. (3 SRF staff x 4 hours/meeting) 6.4 Prepare summary of the meeting including attendance, materials, 0 0 0 0 2 0 0 2 and comments. Includes draft and final. 6.5 Prepare abbrieviated version of summary and provide with 0 0 0 0 1 0 0 1 meeting materials to City of Eden Prairie for posting on City website. SUBTOTAL - TASK 6 2 8 6 0 9 6 0 31 $3,270 SRF CONSULTING GROUP, INC. WORK TASKS AND PERSON-HOUR ESTIMATE 1/10/2012 MINNEAPOLIS, MN S:\Marketing\Proposals\2014 Proposals\P14691 Eden Prairie Hiawatha Ave Prelim Design\scope of work spread sheet\Hiawatha Extension_140929.xlsx PAGE 3 OF 6 CLIENT: CITY OF EDEN PRAIRIE CONSULTANT: SRF CONSULTING GROUP, INC. SUBCONSULTANT: PROJECT: HIAWATHA EXTENSION - PRELIMINARY DESIGN *"" ESTIMATED PERSON - HOURS ' ESTIMATED TASK NO. WORK TASK DESCRIPTION PRINCIPAL SR . ASSOC ASSOCIATE SR . PROF PROF, TECHNICAL CLERICAL TOTALS FEE 7.0 PRELIMINARY UTILITY COORDINATION 7. 1 Conduct Gopher State One Call (GSOC) to identify all utility 0 0 0 0 8 4 0 12 owners within the project area. Collect and complie record drawings provided by utility owners. Identify utilility owner representatives and prepare private utility coordination log to track all utilities within the project area. 7.2 Identify any and all significant utility conflicts that will need a high 0 0 0 0 2 0 0 2 level of relocation coordination during final design. SUBTOTAL - TASK ? 0 0 0 0 10 4 0 14 $1 , 160 8.0 PRELIMINARY CONSTRUCTION COST ESTIMATE 8. 1 Prepare a planning level construction cost estimate associated 0 2 2 0 10 0 0 14 with the Draft Preliminary Layout. Update the estimate with the Final Layout. SUBTOTAL - TASK 8 0 2 2 0 10 0 0 14 $1 ,270 9.0 GEOTECHNICAL REVIEW AND COORDINATION Assumptions City will contract directly with Braun Intertec for geotechnical engineering services. 9. 1 Coordinate with geotechnical engineer. Identify project limits and 0 2 4 0 0 0 0 6 assist with soil boring layout. Review geotechnical reports and provide review comments. Confirm R value recommendations and sub surface soil corrections. SUBTOTAL - TASK 9 0 2 4 0 0 0 0 6 $680 SRF CONSULTING GROUP, INC. WORK TASKS AND PERSON-HOUR ESTIMATE 1/10/2012 MINNEAPOLIS, MN S:\Marketing\Proposals\2014 Proposals\P14691 Eden Prairie Hiawatha Ave Prelim Deslgn\scope of work spread sheet\Hiawatha Extension 140929.xIsx PAGE 4 OF 6 CLIENT: CITY OF EDEN PRAIRIE CONSULTANT: SRF CONSULTING GROUP, INC. SUBCONSULTANT: PROJECT: HIAWATHA EXTENSION - PRELIMINARY DESIGN """ ESTIMATED PERSON - HOURS ««.,. ESTIMATED TASK NO . WORK TASK DESCRIPTION PRINCIPAL SR . ASSOC. ASSOCIATE R . PROF PROF. TECHNICAL CLERICAL TOTALS FEE TOTAL ESTIMATED PERSON-HOURS 5 61 69 0 97 64 0 296 AVERAGE HOURLY BILLING RATES $170 $130 $105 $85 $80 $90 $70 ESTIMATED LABOR AND OVERHEAD $850 $7 ,930 $7 ,245 $0 $7,760 $5,760 $0 $29,545 ESTIMATED DIRECT NON-SALARY EXPENSES $372 TOTAL ESTIMATED FEE $29,917 ESTIMATE OF DIRECT NON-SALARY EXPENSES : MILEAGE: Personal Vehicles 200 Miles © $0 .560 $112 PRINTING/REPRODUCTION : Copy Duplication 100 Copies @ $0. 10 $10 SUPPLIES: $200 COMMUNICATIONS: Mail , Express , Etc. $50 ESTIMATED DIRECT NON-SALARY EXPENSES $372 SRF CONSULTING GROUP, INC. WORK TASKS AND PERSON-HOUR ESTIMATE 1/10/2012 MINNEAPOLIS, MN S:\Marketing\Proposals@014 Proposals\P14691 Eden Prairie Hiawatha Ave Prelim DesIOn\scope of work spread sheet\Hiawatha Extension_140929,xdsx PAGE 5 OF 6 CLIENT: CITY OF EDEN PRAIRIE CONSULTANT: SRF CONSULTING GROUP, INC. SUBCONSULTANT: PROJECT: HIAWATHA EXTENSION - PRELIMINARY DESIGN "' ESTIMATED PERSON - HOURS '" ESTIMATED TASK NO. WORK TASK DESCRIPTION PRINCIPAL SR, ASSOC. ASSOCIATE SR. PROF PROF TECHNICAL CLERICAL TOTALS FEE 1 .0 PROJECT MANAGEMENT $510 $1 ,950 $0 $0 $0 $0 $0 $2,460 2.0 QUALITY CONTROL / QUALITY ASSURANCE $0 $520 $420 $0 $0 $0 $0 $940 3.0 PROJECT COORDINATION MEETINGS $0 $1 , 690 $1 ,365 $0 $0 $0 $0 $3, 055 4.0 SURVEYING AND MAPPING $0 $650 $0 $0 $0 $2,700 $0 $3,350 5.D PRELIMINARY DESIGN - LAYOUT (30% DESIGN) $0 $1 ,560 $4,200 $0 $5,440 $2, 160 $0 $13,360 6.0 PUBLIC INVOLVEMENT $340 $1 ,040 $630 $0 $720 $540 $0 $3 ,270 7.0 PRELIMINARY UTILITY COORDINATION $0 $0 $0 $0 $800 $360 $0 $1 , 160 8.0 PRELIMINARY CONSTRUCTION COST ESTIMATE $0 $260 $210 $0 $800 $0 $0 $1 ,270 9.0 GEOTECHNICAL REVIEW AND COORDINATION $0 $260 $420 $0 $0 $0 $0 $680 LABOR SUBTOTAL $850 $7,930 $7,245 $0 $7 ,760 $5,760 $0 $29,545 EXPENSES $372 TOTAL $29, 917 SRF CONSULTING GROUP, INC. WORK TASKS AND PERSON-HOUR ESTIMATE 1/102012 MINNEAPOLIS, MN S:\Marketing\Proposals\2014 Proposals\P14691 Eden Prairie Hiawatha Ave Prelim Design\scope of work spread sheet\Hiawatha Extension_140929.xlsx PAGE 6 OF 6 SRF CONSULTING GROUP, INC . RANGE OF HOURLY BILLING RATES JANUARY 2014 THROUGH DECEMBER 2014 S ENIOR PRINCIPAL $ 205 P RINCIPAL $ 148 - $ 202 S ENIOR ASSOCIATE $ 120 - $ 180 ASSOCIATE $ 103 - $ 160 S ENIOR PROFESSIONAL MIS Specialist $ 104 - $ 146 Engineer $ 79 - $ 132 Landscape Architect $ 77 - $ 132 Planner $ 77 - $ 132 GRADUATE Engineer $ 67 - $ 107 Hydrologist $ 67 - $ 107 Landscape Designer $ 67 - $ 107 Planner $ 67 - $ 107 TECHNICAL S afety Specialist $ 103 - $ 160 Engineering Specialist $ 93 - $ 127 Right-of-Way Specialist, Senior $ 81 - $ 123 Right-of-Way Specialist $ 67 - $ 103 CADD/Field Technician , Principal $ 85 - $ 127 CADD/Field Technician , Senior $ 71 - $ 108 CADD/Field Technician $ 45 - $ 90 Survey Technician , Principal $ 85 - $ 127 Survey Technician , Senior $ 71 - $ 108 S urvey/Traffic Technician $ 44 - $ 87 P RODUCTION WEB Designer, Principal $ 85 - $ 116 Graphics Technician , Principal $ 79 - $ 121 Graphics Technician , Senior $ 72 - $ 108 Graphics Technician $ 45 - $ 92 S r. Editor $ 88 - $ 119 Editor $ 71 - $ 105 Administrative Assistant $ 62 - $ 95 Word Processor $ 56 - $ 86 Clerical $ 46 - $ 83 The Range of Hourly Rates schedule is subject to change annually. Direct project related expenses are billed at actual cost and mileage is billed at a rate not to exceed the current allowable IRS rate for business miles. CITY COUNCIL AGENDA DATE: SECTION: Payment of Claims October 7, 2014 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 234537—234921 Wire Transfers 1008622— 1008826 Wire Transfers 5158 — 5177 City of Eden Prairie Council Check Summary 10/7/2014 Division Amount Division Amount General 112,693 601 Prairie Village Liquor 176,820 100 City Manager 50 602 Den Road Liquor 295,027 101 Legislative 29,830 603 Prairie View Liquor 195,876 102 Legal Counsel 47,852 605 Den Road Building 15,580 110 City Clerk 368 701 Water Fund 266,235 111 Customer Service 7,251 702 Sewer Fund 324,995 112 Human Resources 30 703 Storm Drainage Fund 109,410 113 Communications 9,377 Total Enterprise Funds 1,383,941 114 Benefits&Training 15,252 130 Assessing 3,178 803 Escrow Fund 7,938 131 Finance 110 806 SAC Agency Fund 24,850 132 Housing and Community Services 130 807 Benefits Fund 744,440 133 Planning 21,180 811 Property Insurance 2,652 136 Public Safety Communications 1,453 812 Fleet Internal Service 224,569 138 Community Development Admin. 412 813 IT Internal Service 141,262 150 Park Administration 8,586 814 Facilities Capital ISF 5,660 151 Park Maintenance 38,112 815 Facilites Operating ISF 76,383 152 Parks Capital Outlay 25,207 816 Facilites City Center ISF 80,679 153 Organized Athletics 1,911 817 Facilites Comm.Center ISF 82,894 154 Community Center 15,510 Total Internal Service Funds 1,391,327 156 Youth Programs 28,975 157 Special Events 1,125 158 Senior Center 3,445 Report Total 5,417,531 160 Therapeutic Recreation 978 162 Arts 3,051 163 Outdoor Center 1,230 164 Park Rental Facilities 650 168 Arts Center 62 180 Police 18,256 183 Emergency Preparedness 333 184 Fire 46,332 186 Inspections 3,550 200 Engineering 6,442 201 Street Maintenance 59,680 202 Street Lighting 69,478 Total General Funds 582,078 301 CDBG 13,232 303 CemetaryOperation 1,152 304 Senior Board 7 312 Recycle Rebate 576 Total Special Revenue Funds 14,968 445 Cable PEG 2,651 446 2014A G.O.TAX ABATEMENT BONDS 750 Total Debt Service Funds 3,401 315 Economic Development 51 502 Park Development 409,034 509 CIP Fund 2,811 512 CIP Trails 59,788 526 Transportation Fund 5,590 527 CIP-Leasing Costs 1,068 528 Shady Oak Rd-CR 61 North 12,637 529 Shady Oak Rd-CR 61 South 540,304 530 Pool Upgrade/Expansion 519,624 531 Eden Prairie Road 472,325 533 Homeowner Improvement Area 18,586 Total Capital Project Funds 2,041,816 City of Eden Prairie Council Check Register 10/7/2014 Check# Amount Supplier/Explanation Account Description Business Unit Explanation 234625 519,624 RJM CONSTRUCTION INC Building CmtyCtr Pool Upgrade/Expansion Community Center Pool 234679 477,230 C S MCCROSSAN CONSTRUCTION INC Improvement Contracts Shady Oak Rd-CR 61 South Shady Oak Rd-CR 61 So 1008729 472,325 NORTHWEST ASPHALT Improvement Contracts Eden Prairie Road Improvements E P Road 1008670 395,533 MINNESOTA DIRT WORKS INC Improvements to Land Park Acquisition&Development Miller Park Field 9 234871 288,827 METROPOLITAN COUNCIL ENVIRONMENTAL SERVI MCES User Fee Sewer Utility-General Monthly MCES User Fee 5159 231,612 CERIDIAN Federal Taxes Withheld Health and Benefits Taxes Withheld 5171 224,986 CERIDIAN Federal Taxes Withheld Health and Benefits Taxes Withheld 1008746 188,338 XCEL ENERGY Electric Public Safety Communications Monthly Utility 5165 147,189 MINNESOTA DEPT OF REVENUE Sales Tax Payable Fleet Operating Sales/Use Tax 5162 144,668 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION PERA Health and Benefits PERA 5174 142,678 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION PERA Health and Benefits PERA 1008657 104,446 BOYER TRUCKS Autos Public Works Tandem Chassis 1008816 65,809 SRF CONSULTING GROUP INC Other Contracted Services Shady Oak Rd-CR 61 South 1008809 59,196 NORTHWEST ASPHALT Other Contracted Services CIP Trails 1008798 55,282 GREGERSON ROSOW JOHNSON&NILAN LTD Legal Rehab 234720 39,313 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie Village Liquor Store 1008671 38,282 MTI DISTRIBUTING INC Machinery&Equipment Fleet Operating 234592 38,279 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie View Liquor Store 234857 37,415 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Den Road Liquor Store 234840 32,068 GRANITE RE INC Improvement Contracts Storm Drainage 1008723 31,460 LOGIS LOGIS IT Operating 1008680 31,085 XCEL ENERGY Electric City Hall-CAM 234601 29,399 LEAGUE OF MINNESOTA CITIES Dues&Subscriptions City Council 234733 29,256 MINNESOTA DEPT OF HEALTH Licenses,Permits,Taxes Water Testing 234632 27,519 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Den Road Liquor Store 234674 27,282 BLACKSTONE CONTRACTORS LLC Improvement Contracts Storm Drainage 234761 27,222 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Prairie View Liquor Store 1008803 26,922 LOGIS LOGIS IT Operating 234739 26,491 NELSON AUTO CENTER,INC Autos Police 1008807 25,269 MINNESOTA ROADWAYS CO Contract Svcs-Asphalt/Concr. City Hall-CAM 234916 24,918 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Prairie View Liquor Store 234606 24,602 METROPOLITAN COUNCIL Other Revenue SAC Agency Fund 5173 21,782 ING Deferred Compensation General Fund 5161 21,713 ING Deferred Compensation General Fund 1008682 21,344 BAKER TILLY VIRCHOW KRAUSE LLP Software Maintenance IT Operating 234865 21,298 MANSFIELD OIL COMPANY Motor Fuels Fleet Operating 234778 20,278 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Den Road Liquor Store 234836 20,118 GL SPORTS CAMPS,LLC Instructor Service Camps 234788 20,074 ABM JANITORIALSERVICES-NORTH CENTRAL INC Janitor Service City Hall-CAM 1008661 19,739 DIVERSE BUILDING MAINTENANCE Janitor Service Prairie Village Liquor Store 234917 19,723 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Den Road Liquor Store 1008788 19,671 DIVERSE BUILDING MAINTENANCE Janitor Service Public Works/Parks 234708 19,565 GRAYMONT Treatment Chemicals Water Treatment Plant 234902 19,524 STEPP MANUFACTURING INC Machinery&Equipment Public Works Check# Amount Supplier/Explanation Account Description Business Unit Explanation 234652 18,143 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Prairie View Liquor Store 1008738 17,373 THORPE DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 234897 17,245 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Prairie Village Liquor Store 234888 17,023 PRAIRIE PARTNERS SIX LLP Waste Disposal Prairie Village Liquor Store 234659 15,541 AAA STRIPING SERVICE CO Contracted Striping Traffic Signs 234867 15,400 MARTIN-MCALLISTER Dues&Subscriptions Organizational Services 234779 15,350 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Prairie View Liquor Store 234749 14,921 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie Village Liquor Store 5160 14,674 ICMA RETIREMENT TRUST-457 Deferred Compensation General Fund 1008726 14,660 MINNESOTA ROADWAYS CO Other Contracted Services Homeowner Improvement Area 5164 14,354 RADIANT SYSTEMS Bank and Service Charges Prairie View Liquor Store 5172 13,817 ICMA RETIREMENT TRUST-457 Deferred Compensation General Fund 1008674 13,703 THORPE DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 234889 13,280 PRAIRIEVIEW RETAIL LLC Advertising Prairie View Liquor Store 1008709 13,213 CDW GOVERNMENT INC. Other Assets Assessing 234862 13,209 KOLLMER CONSULTANTS INC Design&Engineering Water Capital 234591 12,708 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie View Liquor Store 1008801 12,500 HEWLETT-PACKARD COMPANY Computers IT Operating 234719 12,396 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie View Liquor Store 234651 12,317 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Prairie View Liquor Store 234717 12,125 INTIME SERVICES INC Software Maintenance IT Operating 1008634 12,076 INTEGRITY REMODELING&DESIGN GROUP LLC Capital Under$25,000 Public Works/Parks 234868 11,974 MASTER SPRINKLER SYSTEMS Improvements to Land Park Acquisition&Development 234581 11,851 GRAYMONT Treatment Chemicals Water Treatment Plant 234842 11,810 GRAYMONT Treatment Chemicals Water Treatment Plant 1008751 11,790 DAY DISTRIBUTING Liquor Product Received Den Road Liquor Store 5163 11,787 US BANK-CREDIT CARD MERCHANT ONLY Bank and Service Charges Finance 1008663 10,742 ESS BROTHERS&SONS INC Equipment Parts Sewer System Maintenance 234585 10,513 HOISINGTON KOEGLER GROUP INC Other Contracted Services Planning 1008785 10,186 CENTERPOINT ENERGY SERVICES INC Gas Water Treatment Plant 234664 9,963 APPLIED ECOLOGICAL SERVICES INC Other Contracted Services Water Treatment Plant 234597 9,950 LANDMARK REMODELING LLC Other Contracted Services Rehab 1008651 9,367 2ND WIND EXERCISE Operating Supplies Organizational Services 1008664 9,197 GARTNER REFRIGERATION&MFG INC Repair&Maint-Ice Rink Ice Arena Maintenance 234817 8,912 COMMERCIAL ASPHALT CO Repair&Maint.Supplies Street Maintenance 1008774 8,879 ADVANCED ENGINEERING&ENVIRONMENTAL SE Process Control Services Sewer Capital 234832 8,772 FLEET MAINTENANCE INC Equipment Repair&Maint Fleet Operating 5168 8,662 GENESIS EMPLOYEE BENEFITS,INC HSA General Fund 5175 8,662 GENESIS EMPLOYEE BENEFITS,INC HSA General Fund 1008687 8,625 DAY DISTRIBUTING Liquor Product Received Prairie View Liquor Store 5167 8,568 GENESIS EMPLOYEE BENEFITS,INC HSA General Fund 234884 8,545 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Den Road Liquor Store 1008628 8,511 DAY DISTRIBUTING Liquor Product Received Den Road Liquor Store 234712 8,320 HENNEPIN TECHNICAL COLLEGE Tuition Reimbursement/School Fire 1008818 8,252 THORPE DISTRIBUTING Liquor Product Received Den Road Liquor Store 234706 8,190 GOODPOINTE TECHNOLOGY (C/O ZOOM) Other Contracted Services Planning&Development 234794 8,000 AUTHENTIC EDGE LLC Other Contracted Services Organizational Services 234537 7,995 AAA STRIPING SERVICE CO Contracted Striping Traffic Signs 1008826 7,879 XCEL ENERGY Electric Prairie Village Liquor Store Check# Amount Supplier/Explanation Account Description Business Unit Explanation 234742 7,491 NORTHERN AIR CORPORATION Contract Svcs-Plumbing City Hall-CAM 1008758 7,445 INTEGRITY REMODELING&DESIGN GROUP LLC Other Contracted Services Den Road Building 1008655 7,311 BIFFS INC Waste Disposal Park Maintenance 1008800 7,284 HAWKINS INC Treatment Chemicals Water Treatment Plant 1008771 7,261 WENCK ASSOCIATES INC Design&Engineering Storm Drainage 234621 7,203 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie View Liquor Store 234856 6,962 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie Village Liquor Store 1008627 6,758 CURB MASTERS INC Landscape Materials/Supp Street Maintenance 234675 6,750 BLUESTEM HERITAGE GROUP Other Contracted Services Heritage Preservation 234831 6,452 FIRE SAFETY USA INC Protective Clothing Fire 234628 6,421 SAFEASSURE CONSULTANTS INC Conference/Training Street Maintenance 234756 6,250 RIGHTLINE DESIGN LLC Other Contracted Services Communications 234565 6,136 COMMERCIAL ASPHALT CO Repair&Maint.Supplies Capital Maint.&Reinvestment 234852 6,060 INFRATECH Equipment Repair&Maint Storm Drainage 234670 5,997 AVR INC Asphalt Overlay Street Maintenance 1008704 5,918 A-SCAPE INC Contract Svcs-Lawn Maint. Den Bldg.-CAM 234882 5,792 PAUSTIS&SONS COMPANY Liquor Product Received Den Road Liquor Store 234918 5,773 XCEL ENERGY Capital Under$25,000 Engineering 234747 5,731 PAUSTIS&SONS COMPANY Liquor Product Received Prairie View Liquor Store 1008711 5,660 ENVIRONMENTAL PROCESS INC Other Contracted Services Facilities Capital 234678 5,590 BROWN TRAFFIC PRODUCTS INC Improvement Contracts Transportation Fund 234665 5,453 ARSENAULT ASSOCIATES Software Fleet Operating 234898 5,267 SOUTHWEST SUBURBAN PUBLISHING-CLASSIFIED Printing City Clerk 234849 5,085 HOHENSTEINS INC Liquor Product Received Prairie View Liquor Store 234624 5,000 RAZMPOUR,BAHMAN Deposits Escrow 1008667 4,930 HAWKINS INC Treatment Chemicals Water Treatment Plant 1008737 4,835 STREICHERS Equipment Parts Fire 1008755 4,810 GREENSIDE INC Contract Svcs-Lawn Maint. Fire Station#1 234837 4,585 GLASS&MIRROR OUTLET INC Contract Svcs-General Bldg City Hall-CAM 234547 4,384 BECKER ARENA PRODUCTS INC Contract Svcs-Ice Rink Ice Arena Maintenance 234844 4,374 HD SUPPLY WATERWORKS LTD Merchandise for Resale Water Metering 234774 4,351 VERIZON WIRELESS Wireless Subscription IT Operating 1008815 4,301 RELIAKOR SERVICES INC Sweeping Street Maintenance 234650 4,281 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store 1008659 4,227 CERIDIAN Ceridian IT Operating 1008652 4,195 A-SCAPE INC Contract Svcs-Lawn Maint. Fire Station#5 1008653 4,184 ASPEN WASTE SYSTEMS INC. Waste Disposal Utility Operations-General 234850 4,071 IMPACT PROVEN SOLUTIONS Other Contracted Services Water Accounting 234696 3,926 D R ELECTRIC LLC Other Contracted Services Homeowner Improvement Area 1008705 3,911 ASPEN EQUIPMENT CO. Autos General Government 1008649 3,911 VINOCOPIA Liquor Product Received Den Road Liquor Store 1008710 3,875 DAKOTA SUPPLY GROUP INC Repair&Maint.Supplies Water Metering 234713 3,772 HOHENSTEINS INC Liquor Product Received Den Road Liquor Store 1008636 3,720 LEGACY GYMNASTICS Instructor Service Camps 234777 3,693 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store 234741 3,664 NORTH STAR PUMP SERVICE Equipment Repair&Maint Sewer Liftstation 234900 3,639 SPECTRUM SIGN SYSTEMS INC Improvement Contracts Shady Oak Rd-CR 61 North 1008802 3,528 LOFFLER COMPANIES INC Inside Equipment Repair&Main IT Operating 1008731 3,488 PIONEER MANUFACTURING COMPANY Operating Supplies Park Maintenance Check# Amount Supplier/Explanation Account Description Business Unit Explanation 234770 3,400 TREE&STUMP CO,THE Contract Svcs-Lawn Maint. City Hall-CAM 234661 3,375 ADVANCED PUBLIC SAFETY INC Software Maintenance IT Operating 234658 3,300 A.M.PHOTOGRAPHY Video&Photo Supplies Fire 234619 3,280 PAUSTIS&SONS COMPANY Liquor Product Received Den Road Liquor Store 1008725 3,272 METRO SALES INCORPORATED* Other Rentals IT Operating 234878 3,243 NORTHLAND CHEMICAL CORP Equipment Repair&Maint Fleet Operating 234855 3,240 INTERTECH INC Operating Supplies IT Operating 234560 3,113 CENTURYLINK Telephone IT Telephone 234681 3,099 CELLEBRITE USA CORP Software Maintenance IT Operating 234782 3,000 POSTAGE BY PHONE RESERVE ACCOUNT Postage Customer Service 234539 2,994 ALTERNATIVE BUSINESS FURNITURE INC Capital Under$25,000 Police City Center 234620 2,963 PERFORMANCE COATING SPECIALTIES Landscape Materials/Supp Street Maintenance 234903 2,924 STERLING FENCE INC Landscape Materials/Supp Street Maintenance 234915 2,909 WINE MERCHANTS INC Liquor Product Received Den Road Liquor Store 1008745 2,852 WM MUELLER AND SONS INC Gravel CIP Trails 234740 2,800 NEW WINDOWS FOR AMERICA Other Contracted Services Rehab 1008712 2,759 ESS BROTHERS&SONS INC Equipment Parts Storm Drainage 1008786 2,706 CERIDIAN Ceridian IT Operating 234864 2,652 LEAGUE MN CITIES INS TRUST Insurance Property Insurance 234851 2,603 INDIAN SPRINGS MFG CO INC Equipment Parts Water Treatment Plant 234558 2,602 CEMSTONE PRODUCTS COMPANY Improvement Contracts Capital Maint.&Reinvestment 234599 2,600 LAVAN FLOOR COVERING Contract Svcs-General Bldg Park Shelters 234612 2,598 MINNESOTA VALLEY ELECTRIC COOPERATIVE Electric Riley Lake 234676 2,558 BOURGET IMPORTS Liquor Product Received Prairie View Liquor Store 234611 2,550 MINNESOTA STATE FAIR Deposits Escrow 234635 2,503 SPORTS UNLIMITED Instructor Service Camps 234800 2,500 BLUESTEM HERITAGE GROUP Other Contracted Services Heritage Preservation 234738 2,484 NCR CORPORATION Software Maintenance IT Operating 1008718 2,459 HAWKINS INC Treatment Chemicals Water Treatment Plant 234896 2,400 SCOTT COUNTY TREASURER Training Supplies Police 1008676 2,392 VAN PAPER COMPANY Cleaning Supplies Public Works/Parks 1008777 2,361 BARR ENGINEERING COMPANY Design&Engineering Storm Drainage 234607 2,304 MIDWEST COCA COLA BOTTLING COMPANY Liquor Product Received Concessions 234584 2,295 HOHENSTEINS INC Liquor Product Received Prairie Village Liquor Store 1008784 2,225 CDW GOVERNMENT INC. Computers Assessing 234858 2,223 JONES&BARTLETT LEARNING LLC Training Supplies Fire 1008719 2,212 IDEAL SERVICE INC Maintenance Contracts Water Wells 1008706 2,170 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 1008702 2,126 VINOCOPIA Liquor Product Received Prairie View Liquor Store 234641 2,115 THYMES TWO INC Contract Svcs-Lawn Maint City Hall-CAM 1008658 2,095 CENTERPOINT ENERGY Gas Senior Center 1008690 2,086 FLEETPRIDE INC Equipment Repair&Maint Fleet Operating 1008679 2,079 WM MUELLER AND SONS INC Patching Asphalt Park Maintenance 234751 2,040 PINE PRODUCTS INC Landscape Materials/Supp Park Maintenance 1008639 1,973 MPX GROUP,THE Printing Senior Center Admin 234726 1,940 MACQUEEN EQUIPMENT INC Equipment Repair&Maint Sewer System Maintenance 1008693 1,937 JOHN DEERE LANDSCAPES/LESCO Landscape Materials/Supp Park Maintenance 1008678 1,913 WINE COMPANY,THE Liquor Product Received Den Road Liquor Store 234874 1,911 MRPA Operating Supplies Softball Check# Amount Supplier/Explanation Account Description Business Unit Explanation 234838 1,901 GOPHER STATE ONE-CALL OCS-Leak Detection Utility Operations-General 234798 1,803 BERNICK'S WINE Liquor Product Received Den Road Liquor Store 234644 1,800 TWIN CITIES PLUMBING Contract Svcs-Plumbing Den Road-EP items 1008770 1,799 VINOCOPIA Liquor Product Received Den Road Liquor Store 234766 1,781 STAPLES ADVANTAGE Office Supplies Customer Service 234643 1,772 TOUCHPOINT LOGIC LLC Other Assets Cable PEG 1008778 1,740 BELLBOY CORPORATION Liquor Product Received Den Road Liquor Store 234666 1,711 ARTISAN BEER COMPANY Liquor Product Received Prairie View Liquor Store 234637 1,707 STAPLES ADVANTAGE Office Supplies Police 1008799 1,686 HANSEN THORP PELLINEN OLSON Other Contracted Services Storm Drainage 234568 1,668 CRETEX CONCRETE PRODUCTS MIDWEST INC Repair&Maint.Supplies Storm Drainage 234877 1,663 NORTHERN AIR CORPORATION Contract Svcs-HVAC Police City Center 1008825 1,639 WINE COMPANY,THE Liquor Product Received Den Road Liquor Store 1008672 1,609 SHERWIN WILLIAMS Repair&Maint.Supplies Traffic Signals 234567 1,600 COUNTY MATERIALS CORPORATION Repair&Maint.Supplies Storm Drainage 234589 1,597 INDOFF INCORPORATED Office Supplies Customer Service 1008811 1,584 PRAIRIE ELECTRIC COMPANY Contract Svcs-Electrical Cummins Grill House 234891 1,584 PRINT SOURCE MINNESOTA Printing Art Crawl 234890 1,561 PREMIER FLEET SERVICES Equipment Repair&Maint Fleet Operating 1008717 1,555 GRAINGER Building Repair&Maint. City Center Operations 234707 1,534 GRAPE BEGINNINGS Liquor Product Received Prairie View Liquor Store 234845 1,525 HENNEPIN COUNTY ACCOUNTS RECEIVABLE Board of Prisoner Police 234548 1,508 BERNICK'S WINE Liquor Product Received Prairie View Liquor Store 234543 1,495 ARTISAN BEER COMPANY Liquor Product Received Den Road Liquor Store 234763 1,481 SPARTAN STAFFING LLC Other Contracted Services Park Maintenance 234545 1,455 BARTON SAND&GRAVEL CO Repair&Maint.Supplies Storm Drainage 1008733 1,452 PRAIRIE ELECTRIC COMPANY Maintenance Contracts Water Treatment Plant 234899 1,447 SPARTAN STAFFING LLC Other Contracted Services Park Maintenance 234633 1,404 SPARTAN STAFFING LLC Other Contracted Services Park Maintenance 1008744 1,403 WINE COMPANY,THE Liquor Product Received Prairie View Liquor Store 234673 1,365 BETHEL UNIVERSITY Tuition Reimbursement/School Fire 1008760 1,334 LYNDALE PLANT SERVICES Contract Svcs-Int.Landscape City Hall-CAM 234791 1,314 ARTISAN BEER COMPANY Liquor Product Received Den Road Liquor Store 5166 1,270 MINNESOTA DEPT OF REVENUE Motor Fuels Fleet Operating 234598 1,254 LANO EQUIPMENT INC Landscape Materials/Supp Street Maintenance 234574 1,240 ERGOMETRICS Training Supplies Organizational Services 1008734 1,232 REINDERS INC Landscape Materials/Supp Park Acquisition&Development 1008793 1,225 ESS BROTHERS&SONS INC Repair&Maint.Supplies Storm Drainage 1008741 1,224 VAN PAPER COMPANY Cleaning Supplies Ice Arena Maintenance 1008648 1,220 USA MOBILITY WIRELESS INC Pager&Cell Phone IT Operating 234765 1,207 SPORTS UNLIMITED Instructor Service Camps 1008622 1,206 ADAMS PEST CONTROL INC Contract Svcs-Pest Control Outdoor Center Facilities 1008822 1,203 VAN PAPER COMPANY Cleaning Supplies City Hall-CAM 234596 1,200 KRAFT TREE SERVICE INC Other Contracted Services Tree Removal 234910 1,179 TWIN CITIES FOUNTAIN SERVICES Other Contracted Services Purgatory Creek Park 234566 1,177 COSTCO Miscellaneous Fire 234792 1,164 ARVIG Wireless Subscription IT Operating 234834 1,162 FLYING CLOUD T/S#U70 Waste Disposal Park Maintenance 1008654 1,152 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store Check# Amount Supplier/Explanation Account Description Business Unit Explanation 234555 1,143 BTR OF MINNESOTA Equipment Parts Fleet Operating 234604 1,125 MCCANN,SHAWN DANIEL Other Contracted Services July 4th Celebration 234786 1,125 A.M.PHOTOGRAPHY Other Contracted Services Fire 234894 1,125 ROBERT C VOGEL Other Contracted Services Heritage Preservation 234699 1,101 E A SWEEN COMPANY Merchandise for Resale Concessions 234823 1,100 D H EXCAVATING Other Contracted Services Pleasant Hill Cemetery 234914 1,068 WELSH COMPANIES Other Contracted Services CIP-Leasing Costs 234642 1,056 TKO WINES,INC Liquor Product Received Den Road Liquor Store 234846 1,054 HENNEPIN COUNTY I/T DEPT Software Maintenance Public Safety Communications 234711 1,034 HENNEPIN COUNTY ACCOUNTS RECEIVABLE Board of Prisoner Police 234854 994 INTERNATIONAL UNION OF OPERATING Union Dues Withheld General Fund 234781 988 XIGENT SOLUTIONS LLC Other Contracted Services IT Operating 234822 984 CRETEX CONCRETE PRODUCTS MIDWEST INC Repair&Maint.Supplies Storm Drainage 1008797 962 GRAINGER Supplies-Plumbing Water Treatment Plant 234636 960 SPORTSIGN Other Contracted Services Accessibility 234702 960 EDEN PRAIRIE FOUNDATION Beer Den Road Liquor Store 234682 940 CENTURY COLLEGE Training Supplies Fire 234559 939 CENTERPOINT ENERGY Other Contracted Services Street Maintenance 234736 932 MINNESOTA WANNER COMPANY Equipment Parts Fleet Operating 234853 905 INTERNATIONAL UNION OF OPERATING Union Dues Withheld General Fund 234799 905 BLOOMINGTON SECURITY SOLUTIONS Supplies-Security Fire Station#1 234728 884 MAROTTA,VIC Instructor Service Lesson Skills Development 234710 881 HD SUPPLY WATERWORKS LTD Equipment Parts Storm Drainage 1008666 879 GRANICUS INC Equipment Repair&Maint Cable PEG 234872 868 MIDWEST COCA COLA BOTTLING COMPANY Liquor Product Received Prairie View Liquor Store 234796 865 BARTON SAND&GRAVEL CO Waste Blacktop/Concrete Street Maintenance 234727 845 MARCO INC Other Contracted Services IT Telephone 1008656 835 BOUND TREE MEDICAL LLC EMS Supplies Fire 234860 824 KNOX COMPANY Process Control Equipment Fire 234861 804 KODIAK CUSTOM LETTERING INC Clothing&Uniforms Park Facilities 234580 795 GRAPE BEGINNINGS Liquor Product Received Prairie Village Liquor Store 1008692 792 HIRSHFIELD'S Repair&Maint.Supplies Water System Maintenance 234657 765 3CMA Dues&Subscriptions Communications 234594 760 KAISER,DAVID S Operating Supplies Fitness Center 234634 760 SPECIALTY TURF&AG INC Landscape Materials/Supp Street Maintenance 234586 760 HOLIDAY INN&SUITES DULUTH Tuition Reimbursement/School Police 1008804 758 MENARDS Repair&Maint-Ice Rink Round Lake 234649 750 WELLS FARGO BANK MINNESOTA NA Paying Agent 2014A G.O.TAX ABATEMENT BONDS 1008743 727 WATSON CO INC,THE Merchandise for Resale Concessions 234579 713 GOPHER SIGN COMPANY Signs Riley Lake 1008660 711 CONCRETE CUTTING&CORING INC Small Tools Street Maintenance 1008792 710 EPA AUDIO VISUAL INC Equipment Parts Conference Rooms 234789 710 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Fire 1008701 709 TWIN CITY SEED CO Landscape Materials/Supp Storm Drainage 234540 700 AMERICAN ARTSTONE COMPANY Signs Traffic Signs 1008694 679 JOHN HENRY FOSTER MINNESOTA INC Maintenance Contracts Water Treatment Plant 234881 676 OXYGEN SERVICE COMPANY EMS Supplies Fire 234783 674 PETTY CASH Mileage&Parking Finance 1008808 660 MTI DISTRIBUTING INC Equipment Parts Fleet Operating Check# Amount Supplier/Explanation Account Description Business Unit Explanation 234869 647 METERING&TECHNOLOGY SOLUTIONS Repair&Maint.Supplies Water Metering 234546 646 BAUER BUILT TIRE AND BATTERY Tires Fleet Operating 234716 642 INDEED BREWING COMPANY LLC Liquor Product Received Prairie View Liquor Store 1008787 636 COMPAR INC Inside Equipment Repair&Main IT Operating 234806 635 CARLSON,JODY Travel Expense Assessing 234554 627 BRYAN ROCK PRODUCTS INC Landscape Materials/Supp Park Maintenance 234901 611 STAPLES ADVANTAGE Office Supplies Customer Service 234605 600 MEDICINE LAKE TOURS Special Event Fees Trips 234608 600 MINNESOTA LANDSCAPES Other Contracted Services Storm Drainage 1008662 599 DREW'S CONCESSIONS LLC Merchandise for Resale Concessions 1008724 597 MENARDS Chemicals Water System Maintenance 234542 580 APPERT'S FOODSERVICE Merchandise for Resale Concessions 234551 578 BOOM ISLAND BREWING COMPANY Liquor Product Received Den Road Liquor Store 234562 576 CHINOOK BOOK Operating Supplies Recycle Rebate 1008716 567 GOVDELIVERY Software Maintenance IT Operating 234572 563 E A SWEEN COMPANY Merchandise for Resale Concessions 1008748 556 BERRY COFFEE COMPANY Merchandise for Resale Concessions 1008794 555 FASTSIGNS Printing Community Center Admin 1008644 549 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Den Road Liquor Store 234544 536 AVR INC Repair&Maint. Supplies Storm Drainage 1008742 534 VTI Contract Svcs-Security Pool Maintenance 234654 530 YMCA Tuition Reimbursement/School Police 234623 528 PRAIRIE RESTORATIONS INC Other Contracted Services Storm Drainage 234671 527 BAUER BUILT TIRE AND BATTERY Tires Fleet Operating 234561 519 CENTURYLINK Wireless Subscription IT Telephone 234824 504 DALE GREEN COMPANY,THE Landscape Materials/Supp Street Maintenance 234835 503 GERTENS Landscape Materials/Supp Park Maintenance 234553 502 BOURGET IMPORTS Liquor Product Received Den Road Liquor Store 234825 489 DAVANNI'S PIZZA Operating Supplies Safety Camp 234885 481 PITNEY BOWES Postage Customer Service 234802 480 BROTHERS FIRE PROTECTION Contract Svcs-Fire/Life/Safe Senior Center 234775 475 VINOANDES Liquor Product Received Prairie View Liquor Store 234826 474 DEM CON LANDFILL LLC Landscape Materials/Supp Street Maintenance 1008796 463 GINA MARIAS INC Operating Supplies Fire 234602 456 LIGHTNING PRINTING INC Printing Assessing 234752 456 PINNACLE DISTRIBUTING Liquor Product Received Prairie View Liquor Store 1008638 450 MINNESOTA NATIVE LANDSCAPES Other Contracted Services Storm Drainage 1008699 447 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Prairie View Liquor Store 1008689 445 FASTENAL COMPANY Equipment Parts Fleet Operating 234680 443 CALIFORNIA CONTRACTORS SUPPLIES INC Repair&Maint.Supplies Sewer System Maintenance 1008766 439 SAMS,JOHN Travel Expense Assessing 234663 436 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Den Road Liquor Store 5158 436 CERIDIAN Garnishment Withheld General Fund 234603 427 MATSON HOLDINGS INC Small Tools Fleet Operating 234587 420 ICPC REGION#3-2014 RTS Tuition Reimbursement/School Police 234735 420 MINNESOTA DEPT OF LABOR AND INDUSTRY Licenses&Taxes Water Treatment Plant 1008773 415 WICKSTROM,SHERRY BUTCHER Travel Expense City Council 1008677 412 WATSON CO INC,THE Merchandise for Resale Concessions 1008810 410 OENO'S DISTRIBUTION Liquor Product Received Den Road Liquor Store Check# Amount Supplier/Explanation Account Description Business Unit Explanation 234787 410 AARP DRIVERS SAFETY Other Contracted Services Senior Center Programs 1008775 407 AMERITRAK Other Contracted Services Snow&Ice Control 1008761 400 METROPOLITAN FORD Equipment Repair&Maint Fleet Operating 234715 396 HOME DEPOT CREDIT SERVICES Supplies-Plumbing Police City Center 234764 395 SPORTS PRO LLC Equipment Repair&Maint Police 1008669 393 MENARDS Repair&Maint.Supplies Ice Arena Maintenance 1008642 393 ROTO-ROOTER Contract Svcs-Plumbing Riley House 1008820 389 US HEALTH WORKS MEDICAL GRP MN,PC Employment Support Test Organizational Services 234805 389 CAPREF EDEN PRAIRIE LLC Building Rental Housing and Community Service 5170 380 CERIDIAN Garnishment Withheld General Fund 1008824 380 WALL TRENDS INC Contract Svcs-Asphalt/Concr. City Hall-CAM 1008632 380 GREATAMERICA FINANCIAL SVCS Postage Customer Service 234790 380 APPLIED ECOLOGICAL SERVICES INC Other Contracted Services Water Treatment Plant 234772 380 UNIFORMS UNLIMITED-DON'T USE Clothing&Uniforms Police 1008629 380 EXTREME BEVERAGE Liquor Product Received Prairie Village Liquor Store 1008735 379 SHI CORP Software IT Operating 234570 378 DELEGARD TOOL CO Equipment Parts Fleet Operating 234684 376 CLEAR RIVER BEVERAGE CO Liquor Product Received Prairie View Liquor Store 234909 373 TWIN CITIES&WESTERN RAILROAD COMPANY Licenses&Taxes Water Distribution 1008715 370 FORCE AMERICA Equipment Parts Fleet Operating 1008707 367 BOUND TREE MEDICAL LLC EMS Supplies Fire 1008739 366 TOTAL FILTRATION SERVICES INC Supplies-HVAC City Hall-CAM 234809 359 CENTRAL LANDSCAPE SUPPLY Landscape Materials/Supp Community Center 1008624 359 BERRY COFFEE COMPANY Merchandise for Resale Concessions 1008641 356 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 234588 351 INDEED BREWING COMPANY LLC Liquor Product Received Den Road Liquor Store 234812 350 COGNITIVE VENTURES CHANHASSEN LLC Other Contracted Services Senior Center Programs 1008763 349 PIKE,JESSICA Travel Expense Assessing 1008646 349 SULLIVAN,ANDREW J Conference/Training Utility Operations-General 1008728 349 NEW FRANCE WINE COMPANY Liquor Product Received Prairie View Liquor Store 234563 348 CINTAS CORPORATION #470 Cleaning Supplies Utility Operations-General 234906 348 TALLEN&BAERTSCHI Legal Legal Criminal Prosecution 234556 346 BUSINESS IMPACT GROUP Clothing&Uniforms Fire 234730 345 MIDWEST COCA COLA BOTTLING COMPANY Merchandise for Resale Concessions 234614 340 MN FALL EXPO Conference/Training Engineering 234618 334 OLSEN COMPANIES Repair&Maint.Supplies Fleet Operating 1008727 332 MTI DISTRIBUTING INC Equipment Parts Fleet Operating 234920 330 MN APA Conference/Training Community Development Admin. 234693 329 CONTINENTAL SAFETY EQUIPMENT Contract Svcs-Fire/Life/Safe Ice Arena Maintenance 1008630 321 FAGNANT,SUSAN Operating Supplies General Fund 1008753 321 EXTREME BEVERAGE Liquor Product Received Prairie Village Liquor Store 1008806 319 METRO SALES INCORPORATED* Other Rentals IT Operating 1008767 318 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Den Road Liquor Store 234753 318 PLASTIC BAG MART Liquor Product Received Den Road Liquor Store 234569 302 DAVE SCOTT'S SOD FARM Landscape Materials/Supp Park Maintenance 1008673 300 STREICHERS Clothing&Uniforms Animal Control 1008650 295 WSB&ASSOCIATES INC Other Contracted Services Park Acquisition&Development 1008791 294 EDEN PRAIRIE FIREFIGHTER'S RELIEF ASSOC Union Dues Withheld General Fund 234870 288 METRO DINING CLUB Deposits Escrow Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1008665 288 GRAINGER Repair&Maint.Supplies Park Maintenance 1008736 286 STAR TRIBUNE MEDIA COMPANY LLC Operating Supplies Fire 234776 279 WATER CONSERVATION SERVICES INC OCS-Utility Locates Water System Maintenance 234755 277 QUALITY FLOW SYSTEMS INC Equipment Repair&Maint Sewer Liftstation 234573 273 EATS Training Supplies Police 234769 273 TITAN MACHINERY Equipment Parts Fleet Operating 234820 272 CONSTRUCTION MATERIALS INC Asphalt Overlay Street Maintenance 1008814 270 RAY ALLEN MANUFACTURING CO INC Equipment Parts Fleet Operating 234583 269 HD SUPPLY WATERWORKS LTD Equipment Parts Sewer System Maintenance 234590 268 J H LARSON COMPANY Repair&Maint.Supplies Miller Park 1008633 267 HENDRICKSON,MOLLY Mileage&Parking Tree Disease 234828 267 EATS Operating Supplies Police 234758 261 SAFELITE FULFILLMENT INC Equipment Repair&Maint Fleet Operating 1008626 256 BOLD,PAULINE Operating Supplies Outdoor Center 1008713 255 FASTSIGNS Signs Outdoor Center 234646 250 UPPER MIDWEST COMMUNITY POLICING INSTITU Tuition Reimbursement/School Police 1008631 250 FASTENAL COMPANY Operating Supplies Fitness/Conference-Cmty Ctr 234668 247 ASTLEFORD EQUIPMENT COMPANY INC Equipment Parts Fleet Operating 234803 246 BRYAN ROCK PRODUCTS INC Gravel Sewer System Maintenance 234645 245 UNIVERSITY OF MINNESOTA Conference/Training Storm Drainage 1008691 245 HAMMERSCHMIDT,RICK Travel Expense Fire 234876 242 NEW BRIGHTON FORD Equipment Parts Fleet Operating 234701 242 EATS Training Supplies Police 234801 235 BOURGET IMPORTS Liquor Product Received Prairie View Liquor Store 1008805 235 METRO ELEVATOR INC Contract Svcs-Elevator Police City Center 234729 233 MICRO CENTER A/R Miscellaneous IT Operating 234841 231 GRAPE BEGINNINGS Liquor Product Received Prairie Village Liquor Store 234797 230 BCA/CRIMINAL JUSTICE TRAINING&EDUCATIO Tuition Reimbursement/School Police 234804 227 BUSINESS IMPACT GROUP Clothing&Uniforms Fire 234638 226 SUBURBAN CHEVROLET Equipment Parts Fleet Operating 1008776 223 ASPEN WASTE SYSTEMS INC. Waste Disposal Public Works/Parks 234829 220 EMERGENCY RESPONSE SOLUTIONS Equipment Parts Emergency Preparedness 234687 220 COMCAST Wireless Subscription IT Operating 234705 217 GE CAPITAL Other Rentals IT Operating 234616 208 NORTHERN AIR CORPORATION Contract Svcs-HVAC Park Shelters 234698 204 DEAN,GAIL Building Permits General Fund 1008703 203 ZEP MANUFACTURING CO Operating Supplies Fleet Operating 234541 202 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Den Road Liquor Store 5169 200 GENESIS EMPLOYEE BENEFITS,INC HRA Health and Benefits 5176 200 GENESIS EMPLOYEE BENEFITS,INC HRA Health and Benefits 234721 200 KEEPERS Clothing&Uniforms Fire 234757 200 RODENZ,SANDRA K Other Contracted Services Theatre Initiative 234723 198 LAND EQUIPMENT INC Equipment Parts Fleet Operating 1008685 197 CARLSON,KEVIN Mileage&Parking Water Treatment Plant 1008668 192 KUSTOM SIGNALS INC Equipment Repair&Maint Police 1008684 192 CARLON,JOHN Mileage&Parking Utility Operations-General 234887 186 PRAHA DISTRIBUTING Liquor Product Received Den Road Liquor Store 234700 186 EARL F ANDERSEN INC Operating Supplies Traffic Signs 1008749 185 BERTELSON TOTAL OFFICE SOLUTIONS Office Supplies Utility Operations-General Check# Amount Supplier/Explanation Account Description Business Unit Explanation 234550 184 BLOOMINGTON SECURITY SOLUTIONS Supplies-Security City Center Operations 234609 180 MINNESOTA POST BOARD Licenses&Taxes Police 234613 180 MINNESOTA WATER WELL ASSOCIATION Tuition Reimbursement/School Water Treatment Plant 1008823 180 VTI Equipment Repair&Maint Public Safety Communications 234892 177 PROP United Way Withheld General Fund 234893 177 PROP United Way Withheld General Fund 234731 175 MILLER,MARY Other Contracted Services Theatre Initiative 1008759 173 JOHN DEERE LANDSCAPES/LESCO Chemicals Park Maintenance 234697 172 DAVANNI'S PIZZA Merchandise for Resale Concessions 1008698 172 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 1008722 171 LOCATORS&SUPPLIES INC Operating Supplies Traffic Signals 1008768 170 SINELL,STEVE Travel Expense Assessing 234656 170 PETTY CASH-EPCC Operating Supplies Community Center Admin 1008675 165 US HEALTH WORKS MEDICAL GRP MN,PC Employment Support Test Organizational Services 234690 164 COMCAST Cable TV Fire 1008764 162 PORTA,KITTY Mileage&Parking City Clerk 1008780 159 BOUND TREE MEDICAL LLC EMS Supplies Fire 1008721 158 LEROY JOB TRUCKING INC Other Contracted Services Animal Control 234714 155 HOLSCHER,BRANDON Other Contracted Services Theatre Initiative 234767 155 TANGEMAN,BETH Other Contracted Services Theatre Initiative 234859 154 KEEPERS Clothing&Uniforms Police 1008635 152 JOHN DEERE LANDSCAPES/LESCO Landscape Materials/Supp Park Maintenance 234905 152 TALKPOINT TECHNOLOGIES INC Equipment Repair&Maint Public Safety Communications 234810 152 CINTAS CORPORATION #470 Cleaning Supplies Utility Operations-General 1008821 150 USA SECURITY Maintenance Contracts Water Treatment Plant 234630 149 SLETTEN,DAN Conference/Training IT Operating 1008643 149 SALUNKE,ADITI Conference/Training IT Operating 234722 146 KRISS PREMIUM PRODUCTS INC Repair&Maint-Ice Rink Ice Arena Maintenance 1008708 139 BOYER TRUCKS Equipment Parts Fleet Operating 1008730 139 NUCO2 INC Supplies-Pool Pool Maintenance 1008686 137 CUSTOM HOSE TECH Equipment Parts Fleet Operating 1008756 137 HENDRICKSON,MOLLY Mileage&Parking Tree Disease 234689 136 COMCAST Cable TV Fire 234578 136 GELDNER CONSTRUCTION INC Cleaning Supplies Utility Operations-General 234683 136 CINTAS CORPORATION #470 Cleaning Supplies Utility Operations-General 234866 135 MARCO INC Other Contracted Services IT Telephone 234691 133 COMCAST Cable TV Fire 234814 133 COMCAST Cable TV Fire 1008757 132 HIRSHFIELD'S Repair&Maint.Supplies Water System Maintenance 1008647 131 TEKIELA,STAN Operating Supplies Outdoor Center 234626 130 RODGERS,BRIANNA Operating Supplies Outdoor Center 234847 129 HENNEPIN COUNTY RESIDENT&REAL ESTATE Other Contracted Services Engineering 234818 129 COMMUNITY HEALTH CHARITIES OF MINNESOTA United Way Withheld General Fund 234819 129 COMMUNITY HEALTH CHARITIES OF MINNESOTA United Way Withheld General Fund 234848 129 HENNEPIN COUNTY TREASURER Reimbursement-labels Planning 234808 128 CARVER JUNK COMPANY Deposits-P&R Refunds Community Center Admin 234629 126 SAFELITE FULFILLMENT INC Equipment Repair&Maint Fleet Operating 1008696 125 LOEHLEIN,KATIE Tuition Reimbursement/School Fitness Classes 1008688 124 EXTREME BEVERAGE Liquor Product Received Prairie View Liquor Store Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1008700 122 SHRED-IT USA MINNEAPOLIS Waste Disposal City Center Operations 1008695 122 KARST,JOAN E Mileage&Parking Facilities Staff 1008790 121 DREW'S CONCESSIONS LLC Merchandise for Resale Concessions 234582 120 GS DIRECT Operating Supplies Engineering 234743 120 OFFICE OF THE SECRETARY OF STATE Licenses&Taxes Police 234754 119 PRINT SOURCE MINNESOTA Printing Theatre Initiative 234617 115 OHNSORG TRUCK BODIES INC Equipment Parts Fleet Operating 1008697 115 MCCALLEY,JAMIE Tuition Reimbursement/School Fitness Classes 234913 114 WALSER CHRYSLER JEEP Equipment Parts Fleet Operating 234762 113 SOUTHWEST SUBURBAN PUBLISHING-CLASSIFIED Legal Notices Publishing City Clerk 234577 113 G&K SERVICES-MPLS INDUSTRIAL Other Contracted Services Park Maintenance 234780 113 WORM,SANDY Landscape Materials/Supp Round Lake 234660 112 ACE TRAILER SALES Equipment Repair&Maint Water System Maintenance 234908 111 TRANSUNION RISK&ALTERNATIVE DATA Other Contracted Services Police 1008779 111 BOBBY&STEVE'S AUTO WORLD EDEN PRAIRIE Equipment Repair&Maint Police 234811 109 CLEAN N PRESS MTKA Clothing&Uniforms Police 234843 109 HANDULE,AYAN Deposits-P&R Refunds Community Center Admin 234672 108 BERNICK'S WINE Liquor Product Received Den Road Liquor Store 1008812 108 PRINTERS SERVICE INC Contract Svcs-Ice Rink Ice Arena Maintenance 234694 105 CRAWFORD,JOHN MILTON Other Contracted Services Theatre Initiative 234709 105 HARRIS,MORA Other Contracted Services Theatre Initiative 234725 105 LIGHT,TESS Other Contracted Services Theatre Initiative 234745 105 ORLOFT,RICHARD Other Contracted Services Theatre Initiative 234904 105 SZACHOWICZ,EDWARD Deposits-P&R Refunds Community Center Admin 1008750 103 CREAMER,LORI Mileage&Parking Heritage Preservation 1008817 102 STREICHERS Clothing&Uniforms Police 1008640 101 PROSOURCE SUPPLY Supplies-Plumbing Senior Center 234557 100 GASPERS,GREG Refunds Environmental Education 234593 100 JUFFER,JON Refunds Environmental Education 234615 100 MPPOA Dues&Subscriptions Police 234677 100 BREWSTER,NANCY Refunds Environmental Education 234768 100 THURK,ROBERT Refunds Environmental Education 234833 100 FLEISCHHACKER,JEFF Refunds Environmental Education 234880 100 OLSON,DANIEL Refunds Environmental Education 234886 100 PLANTAGE,BRANDON Refunds Environmental Education 234921 100 STENSWICK,V BRUCE Deposits Escrow 234863 100 LANO EQUIPMENT INC Equipment Parts Fleet Operating 234571 99 DIRECTV Cable TV Community Center Admin 1008782 98 BUSINESS JOURNAL,THE Dues&Subscriptions Assessing 234827 98 DIRECTV Cable TV Community Center Admin 234622 90 PRAHA DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 234640 89 TALKPOINT TECHNOLOGIES INC Equipment Repair&Maint Public Safety Communications 1008765 88 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 234919 82 JEREMIAH,JANET Travel Expense Community Development Admin. 234669 82 AT&T MOBILITY Pager&Cell Phone Water System Maintenance 1008754 81 GANDRUD,DAVID Training Supplies Fire 1008681 80 ADAMS PEST CONTROL INC Contract Svcs-Pest Control Riley House 1008752 80 ELLIS,ROBERT Mileage&Parking Engineering 1008819 79 UPS Office Supplies Utility Operations-General Check# Amount Supplier/Explanation Account Description Business Unit Explanation 234732 78 MINNEAPOLIS FINANCE DEPARTMENT Software Maintenance IT Operating 1008762 78 PARK SUPPLY OF AMERICA INC Supplies-Plumbing Fire Station#1 234911 76 UNITED WAY United Way Withheld General Fund 234912 76 UNITED WAY United Way Withheld General Fund 234737 75 MN FALL EXPO Conference/Training Fleet Operating 234759 75 SAMPSON,WARREN Other Contracted Services Theatre Initiative 234744 75 OLSEN COMPANIES Repair&Maint.Supplies Storm Drainage 1008769 74 TWIN CITY SEED CO Repair&Maint.Supplies Storm Drainage 234830 72 FIRE CATT LLC Equipment Testing/Cert. Fire 234685 69 COBORNS Merchandise for Resale Concessions 1008683 64 BERTELSON TOTAL OFFICE SOLUTIONS Office Supplies Utility Operations-General 234667 64 ASPEN MILLS Clothing&Uniforms Fire 234821 62 CONTINENTAL CLAY COMPANY Operating Supplies Arts Center 234627 60 ROGERS,LISA Deposits Community Center Admin 234773 60 USPCA REGION 18 Tuition Reimbursement/School Police 234748 60 PETSMART Canine Supplies Police 1008623 60 BATTERIES PLUS Repair&Maint.Supplies Park Shelters 234662 59 ALTERNATIVE BUSINESS FURNITURE INC Supplies-General Bldg Public Works/Parks 234575 56 FEYERSEISN,GLEN Improvement Contracts Storm Drainage 1008789 55 DMX MUSIC Other Contracted Services Prairie Village Liquor Store 1008645 53 STOVRING,LESLIE Operating Supplies Environmental Education 234610 52 MINNESOTA PRINT MANAGEMENT LLC Office Supplies Customer Service 234815 50 COMCAST Cable TV Fire 234703 50 ERICKSON,GIZELLE Other Contracted Services Theatre Initiative 234724 50 LEWIS,ROBERT Refunds Environmental Education 234750 50 PICHT,RIHANNA Other Contracted Services Theatre Initiative 234760 50 SCHULKE,REED Other Contracted Services Theatre Initiative 1008732 50 POMP'S TIRE SERVICE INC Equipment Repair&Maint Fleet Operating 234784 48 440400-NCPERS MINNESOTA PERA Health and Benefits 234785 48 440400-NCPERS MINNESOTA PERA Health and Benefits 234538 46 AFPS DBA LIFE SUPPORT INNOVATIONS Supplies-Fire/Life/Safety Outdoor Center Facilities 234549 45 BERRY,RYAN Refunds Environmental Education 1008740 45 US HEALTH WORKS MEDICAL GRP MN,PC Employment Support Test Organizational Services 234795 45 AVR INC Asphalt Overlay CIP Trails 1008747 44 BATTERIES PLUS Repair&Maint.Supplies Sewer Liftstation 1008783 42 CAWLEY COMPANY,THE Clothing&Uniforms Prairie View Liquor Store 1008772 42 WHITE,BECKI Operating Supplies Fire 234639 40 SUNDELL,PAUL&DOROPTHY Deposits Community Center Admin 234771 37 TURFWERKS Equipment Parts Fleet Operating 234883 37 PETSMART Canine Supplies Police 1008795 37 FERRELLGAS Equipment Parts Fleet Operating 1008637 36 MEIERS,NICHOLAS J Operating Supplies General Fund 1008714 36 FERRELLGAS Equipment Parts Fleet Operating 234813 36 COMCAST Wireless Subscription IT Operating 234692 34 CONTECH ENGINEERED SOLUTIONS LLC Repair&Maint.Supplies Storm Drainage 1008813 33 QUICKSILVER EXPRESS COURIER Postage Planning 234895 31 SAID,MULKI Deposits-P&R Refunds Community Center Admin 234600 30 LAWRENCE,BEKCY Deposits-P&R Refunds Community Center Admin 234647 30 WEBER,ANNETTE Deposits-P&R Refunds Community Center Admin Check# Amount Supplier/Explanation Account Description Business Unit Explanation 234839 30 GPRS Conference/Training Human Resources 234879 27 OLSEN COMPANIES Equipment Repair&Maint Fleet Operating 1008781 25 BOYER TRUCKS Equipment Parts Fleet Operating 5177 25 MINNESOTA DEPT OF REVENUE Licenses&Taxes Fleet Operating 234875 24 MULTIHOUSING CREDIT CONTROL Other Contracted Services Police 234793 23 AT&T MOBILITY Pager&Cell Phone Park Maintenance 234734 23 MINNESOTA DEPT OF HEALTH Licenses&Taxes Water Treatment Plant 234686 21 COMCAST Wireless Subscription IT Operating 1008625 20 BERTELSON TOTAL OFFICE SOLUTIONS Office Supplies Utility Operations-General 234552 20 BOTHOF,ARVIN Deposits-P&R Refunds Community Center Admin 234631 20 SMITH,MELANIE LAWRENCE Deposits Community Center Admin 234648 20 WEIMAN,MAGNUS Deposits Community Center Admin 234653 20 YOROBE,EDGARDO Deposits Community Center Admin 234746 20 PARNES,GARY Deposits Community Center Admin 234807 20 CARVER COUNTY TREASURER Dues&Subscriptions Police 234595 20 KOCHER,SUSAN Operating Supplies Outdoor Center 234718 16 J H LARSON COMPANY Supplies-Electrical Den Road Liquor Store 234695 12 CUB FOODS EDEN PRAIRIE Operating Supplies Fire 234704 11 FISERV INC Bank and Service Charges Water Accounting 234873 9 MINNESOTA VALLEY ELECTRIC COOPERATIVE Electric Riley Creek Woods 234907 7 TIEDEN,ANNIE Deposits-P&R Refunds Community Center Admin 234816 4 COMCAST Cable TV Fire 1008720 4 JANEX INC Janitor Service Prairie Village Liquor Store 234576 3 FLEET MAINTENANCE INC Equipment Parts Fleet Operating 234564 3 COMCAST Other Contracted Services Police 234688 2 COMCAST Other Contracted Services Police 5,417,531 Grand Total CITY COUNCIL AGENDA DATE: SECTION: City Manager Report October 7, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO. XIV.B.1 Community Development: Supervalu Lease—City Center Janet Jeremiah/David Lindahl Requested Council Action: Move to: Approve a new lease between the City of Eden Prairie and Supervalu Inc. for space at the Eden Prairie City Center property located at 8100 Mitchell Road. Synopsis: The lease with Supervalu has a five-year term starting March 1, 2015 and will encompass 40,513 square feet of rentable area or 55% of the 73,755 total square feet available for lease in the upper west-half of the City Center. Exhibit B of the enclosed lease shows the exact location of the lease area for Supervalu as well as for the remaining 33,242 square feet of rentable area. For the first six month of the lease Supervalu will have an exclusive right to expand into the remaining 33,242 sf of remaining space. From that point forward they will then have a one-time first right of refusal to lease any additional space. For the first five-months of the lease they will pay operating expenses only in the amount of$8.50/sf and will pay full rent starting August 1, 2015. Summary of Lease Terms: Gross Rent: Year Per SF Annual 1 $19.25 $598,410.77(month 1-5= $8.504 2 $19.73 $799,321.49 3 $20.22 $819,172.86 4 $20.73 $839,834.49 5 $21.25 $860,901.25 Total Rent: $3,917,640.86 Term: 5 years Extended Term 2 consecutive options—5 years each at prevailing fair market rental rate. Rent Escalator: 2.5%annually Tenant Allowance: $20/sf or$810,260 from City for tenant improvements. Designated Parking: 243 spaces Lease Terms Continued: Broker Commissions: Landlord Broker(Cushman Wakefield) = $91,154.25 Tenant Broker(CBRE) = $202,565.00 Total Commissions = $293,719.25 Background: CH Robinson Worldwide, a Fortune 500 company, was a tenant in the City Center building when the City purchased it in 1993 and continued to lease there until February of this year when they moved to a new building in their campus in south-central Eden Prairie. The City retained the brokerage services of Cushman Wakefield(John McCarthy& Larissa Champeau) in early 2013 to help find a new tenant for the space and over that time numerous proposals from various companies have emerged and been vetted by City staff Negotiations with Supervalu, Eden Prairie's other Fortune 500 company, have been in progress for many months now and have resulted in a lease proposal that is acceptable to both parties. Eden Prairie has been home to Supervalu's corporate headquarters for over thirty-five years and for most of that time at their 165,000 square foot building located on Bryant Lake. However, after acquiring Albertson's in 2006 they required more space and moved their headquarters to the 345,000 square foot former Best Buy building owned by Liberty Property Trust at 7075 Flying Cloud Drive in the Golden Triangle. Supervalu has since sold portions of their business and now require less space and will be moving back to their original headquarters building located at11840 Valley View Road. Not all of their employment can be accommodated at that location so the City Center will serve as an extension to their Valley View campus. There may also be an opportunity for Supervalu to expand into some or all of the remaining space at the City Center. Attachment: Lease LEASE BETWEEN CITY OF EDEN PRAIRIE ("LANDLORD") AND SUPERVALU INC. ("TENANT") DATED TABLE OF CONTENTS PAGE BASIC DEFINITIONS ARTICLE 1. Premises 2. Peaceful Enjoyment, Subordination, Attornment, Rights of Mortgages 3. Extended Term 4. Alteration or Improvement of Premises 5. Use 6. Environmental Matters 7. Rent 8. Landlord's Rights and Tenants Option 9. Common Areas 10. Landlord's Services 11. Tenant Equipment 12. Care of the Premises 13. Rules and Regulations 14. Advertising 15. Insurance 16. Tenant Indemnity 17. Landlord Indemnity 18. Mechanics' Lien 19. Assignment or Subletting 20. Eminent Domain 21. Damage to Premises 22. Surrender of Premises 23. Bankruptcy or Insolvency 24. Default of Tenant 25. Interest 26. Expense and Enforcement 27. Holding Over 28. Inspection 29. Unrecorded Lease; Short Form 30. Non-Waiver 31. Captions 32. Applicable Law; Severability 33. Successors 34. Unavoidable Delay 35. Brokers 36. No Partnership 37. Amendments in Writing 38. Authority 39. Copies 40 Examination 41. Estoppel 42. Notices 43. Right of Expansion 43. Right of First Refusal 45. Signage 46. Arbitration 47. Miscellaneous EXHIBITS EXHIBIT A Land Legal Description EXHIBIT B Leased Premises; Expansion Areas EXHIBIT C Common Areas EXHIBIT D Designated Parking Area EXHIBIT E CBRE Commission Agreement EXHIBIT F Existing Monument Signs ii THIS LEASE AGREEMENT (hereinafter called "Lease") is made as of the day of , 2014, by and between the City of Eden Prairie, a Minnesota municipal corporation (hereinafter called "Landlord"), having an office at 8080 Mitchell Road, Eden Prairie, Minnesota 55344 and SUPERVALU INC., a Delaware corporation (hereinafter called "Tenant"), having an office at 11840 Valley View Road, Eden Prairie, MN 55344. WITNESSETH: FOR AND IN CONSIDERATION of the sum of One Dollar($1.00) in hand paid by each of the parties to the other, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: BASIC DEFINITIONS The following terms will have the following meanings when used in this Lease: 1 LAND: The land in Eden Prairie, Hennepin County, Minnesota, legally described on attached Exhibit A. 2 BUILDING: The building now standing on the Land, commonly known as "Eden Prairie City Center" with an address of 8080 Mitchell Road, Eden Prairie, Minnesota 55344. The Building contains 241,527 square feet of Rentable Area. 3 PREMISES. The Premises consists of all of the following: a) Approximately 40,513 square feet of Rentable Area in the Building as identified in green on attached Exhibit B ("Leased Premises"). b) The nonexclusive right, for the benefit of Tenant, its guests and invitees ("Benefited Parties") to use the Common Areas as defined in Article 9 of this Lease. The Common Areas of the Building are identified in gray on attached Exhibit C. Tenant shall have the right to utilize the Building loading dock at all times Monday through Friday between the hours of 7:00 a.m. and 6:00 p.m. and Saturday between the hours of 8:00 a.m. and 12:00 p.m. and at other times upon twenty-four (24) hours' notice by Tenant of a specific need for access outside of those hours by security card access provided by Landlord. c) Parking Rights ("Parking Rights") as follows: The right, for the benefit of the Benefited Parties, to park automobiles, light trucks, vans, motorcycles, bicycles and similar vehicles ("General Vehicles") in 243 parking stalls of the "Designated Parking Area". The Designated Parking Area is composed of Area A, which contains 153 parking stalls designated for Tenant, and Area B, of which Tenant may use 90 parking stalls. Both Area A and Area B are identified in blue on attached Exhibit D. The locations in Parking Area A highlighted and marked as HC are not part of the 153 parking stalls and are reserved for other purposes allowed by Landlord, currently the Hennepin County Ambulance service. The 243 Tenant parking stalls include handicapped and visitor 1 parking stalls. The Benefited Parties shall have no right to park in any other area on the Land, including but not limited to areas for City parking,guests and other tenants leasing space within the Building. All Tenants will be informed that their employees, guests and invitees should not park in the Designated Parking Area. 4 RENTABLE AREA. The Rentable Area of the Premises is 40,513 square feet. The Rentable Area of the Premises is computed by measuring from the interior dominant face of exterior walls of the floor and shall include all areas within such exterior walls including, without limitation, all janitor closets, electrical, telephone and mechanical closets, fan rooms, air conditioner rooms and maintenance rooms, to the tenant face of a common area or the centerline of demising walls that separate the Premises from adjoining portions (other than Common Areas) of the floor of the Building. 5 TERM: Five years, commencing on March 1, 2015 ("Commencement Date"), and ending at midnight on February 29, 2020 ("Termination Date"). If applicable, "Term" shall also include the Extended Terms (as defined in this Lease). 6 PERMITTED USE: The Premises may be used for general office and all other purposes related or incidental to such use. The Common Areas may be used for the purposes stated or implied in Article 9 of this Lease. 7 GROSS RENTAL RATE (per square foot of Rentable Area of the Premises): Mo 1-5 $8.50 Mo 6-12 19.25 Lease Year 2 19.73 Lease Year 3 20.22 Lease Year 4 20.73 Lease Year 5 21.25 8 ANNUAL GROSS RENT: Annual Pro-Rated Monthly Mo 1-5 344,360.50 143,483.54 28,696.71 Mo 6-12 779,875.25 454,927.23 64,989.60 Lease Year 2 799,321.49 799,321.49 66,610.12 Lease Year 3 819,172.86 819,172.86 68,264.41 Lease Year 4 839,834.49 839,834.49 69,986.21 Lease Year 5 860,901.25 860.901.25 71,741.77 9 RENTAL PAYMENT ADDRESS: All rentals and other payments that become due hereunder shall be payable to Landlord and sent to 8080 Mitchell Road, Eden Prairie, Minnesota 55344, or at such other place as Landlord may designate from time to time in writing to Tenant. 10 LEASE YEAR: The term "Lease Year" shall mean, in the case of the first Lease Year, a period of 12 full calendar months after the Commencement Date, thereafter, "Lease Year" 2 shall mean each successive twelve (12) calendar month period of the Term following the expiration of the first Lease Year, except that in the event of the termination of this Lease on any day other than on the last day of a full Lease Year, then the last Lease Year shall be the period from the end of the Preceding Lease Year to such date of termination. 11 TENANT IMPROVEMENT ALLOWANCE. Tenant will have access to the Premises to complete tenant improvements and install furniture, fixtures and equipment upon full execution of this Lease provided Tenant delivers to Landlord prior to accessing the Premises proof of insurance as required herein. Except only as otherwise set forth in the Lease, Landlord is providing the Premises in its current "AS IS" condition, without representation or warranty of any kind. Landlord shall have no obligation to make any modifications or alterations to the Premises, except for any necessary demising walls to separate the initial Premises from the remaining space not initially leased. Landlord acknowledges that Tenant, at Tenant's sole cost and expense, intends to complete certain tenant improvements (the "Tenant Improvements") in the Premises. Tenant shall have the right, in its sole discretion, to select its own architect and engineering firms. Tenant has the right to competitively bid and manage its own construction. During construction and move-in, no charges will be made to Tenant for utilities, loading docks, elevators, etc. There is no supervision or administrative fee associated with Tenant Improvements to be paid to Landlord. The Tenant Improvements shall be constructed (a) in accordance with the plans and specifications that have been approved by Landlord in writing, provided such approval may not be unreasonably withheld by Landlord. (b) in a good and workmanlike manner using only first-grade materials, (c) in compliance with all applicable provisions in the Lease, and (d) in compliance with all applicable governmental laws, ordinances, rules and regulations. The costs of the Tenant Improvements shall be paid by Tenant, provided however that Landlord shall make available to Tenant an allowance (the "Allowance") of$810,260, calculated at $20.00 per square foot of Rentable Area of the Premises. Subject to the last two sentences of this section, upon receipt of paid receipt invoices, executed Minnesota Uniform "Receipt and Waiver of Mechanic's Lien Rights", Form 40.5.1 as the same may be amended from time to time and any other information or documentation reasonably requested by Landlord, Landlord shall reimburse Tenant from the Allowance for the Reimbursables. For purposes of this Section 11, "Reimbursables" shall mean the out-of-pocket costs and expenses actually paid by Tenant to unaffiliated third parties for : (i) construction of the Tenant Improvements; (ii) architectural and design plans for the Tenant Improvements; and (iii) permits, licenses, and other fees to the construction of the Tenant Improvements. If the cost of the Tenant Improvements exceeds the Allowance, then Tenant shall have sole responsibility for the payment of such excess cost. If any portion of the Allowance has not been requested by Tenant (along with all supporting documentation required by this Section) by December 31, 2015, then the remaining portion of the Allowance as of said date shall be forfeited to Landlord. In addition to providing an Allowance for Tenant Improvements, Landlord will reimburse Tenant with a Space Plan Allowance up to $4,051.30 (or $0.10 per rentable square foot of Rentable Area) for actual out of pocket costs paid by Tenant. ARTICLE 1. PREMISES 3 Landlord hereby demises and leases the Premises (as defined in the Basic Definitions) to Tenant and Tenant hereby rents and takes the Premises from Landlord, subject to and with the benefit of the terms, covenants, conditions and provisions of this Lease, but reserving and excepting to Landlord the use of the exterior walls and the roof of the Building, and the Landlord's right to install, maintain, use, repair and replace pipes, ducts, conduits, wires and appurtenant fixtures leading through the Building in locations which will not materially interfere with Tenant's use thereof. ARTICLE 2. PEACEFUL ENJOYMENT, SUBORDINATION,ATTORNMENT, RIGHTS OF MORTGAGES. 2.1 Peaceful Enjoyment. Landlord hereby warrants that it and no other person or entity has the right to lease the Premises. So long as Tenant is not in default of this lease beyond the applicable cure period, Tenant shall have peaceful and quite use and possession of the Premises without hindrance on the part of Landlord, and Landlord shall warrant and defend Tenant in such peaceful and quiet use and possession under Landlord. 2.2 Subordination. Tenant agrees that it will subordinate this Lease to any indenture, deed of trust, security agreement, or ground lease now or hereafter encumbering the Building or Land and to all renewals, modifications, supplements, consolidations and replacements thereof (collectively, "Mortgage") and Tenant agrees to execute any subordination and attornment agreement, in form reasonably required by the holder of such Mortgage, without cost to such holder; provided, however, that the holder of the Mortgage executes and delivers to Tenant, without cost to Tenant, a non-disturbance agreement, in form reasonably required by Tenant, that provides that this Lease and Tenant's rights under this Lease will continue undisturbed so long as Tenant is not in default beyond the applicable cure period. 2.3 Attornment. Subject to Section 2.2, if the interest of Landlord is transferred to any person ("Purchaser") by reason of foreclosure or other proceedings for enforcement of a Mortgage, or by delivery of a deed in lieu of such foreclosure or other proceedings, Tenant shall immediately and automatically attorn to Purchaser; provided, however, that no attornment under this Section shall be effective, unless: 2.3.1 The holder of such Mortgage has subordinated, in whole or in part, such Mortgage to this Lease; or 2.3.2 Purchaser executes and delivers to Tenant, without cost to Tenant, a non- disturbance agreement, in form reasonably required by Tenant, binding upon Purchaser and enforceable by and for the benefit of Tenant under applicable law, that provides that this Lease and Tenant's rights under this Lease will continue undisturbed so long as Tenant is not in default beyond the applicable cure period despite such enforcement proceedings and transfer. 2.4 Notice to Holder of Mortgage and Right to Cure. Tenant agrees that, provided the holder of any Mortgage shall have notified Tenant in writing (by the way of Notice of 4 Assignment of Lease or otherwise) of its address, Tenant will give such mortgagee, by registered mail, a copy of any notice of default served upon Landlord. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, such holder shall have an additional thirty(30) days to cure such default. ARTICLE 3. EXTENDED TERM Tenant shall have two (2) consecutive options to extend the Lease Term for periods of five (5) years each ("Extended Terms"), at the then prevailing Fair Market Gross Rental Rate provided (i) Tenant shall not be in default under this Lease beyond any applicable cure period as of the date Tenant exercises its option; and(ii) this Lease shall not have terminated for any reason as of the first day of the Extended Term. Gross Rental Rate shall be determined pursuant to the process set forth in Section 7.3. ARTICLE 4. ALTERATION OR IMPROVEMENT OF PREMISES 4.1 Except for the Construction provided for in the Basic Definitions, Tenant shall not make or suffer to be made any alterations or improvements, including but not limited to, the attachment of any fixtures or equipment in, on, or to the Premises or any part thereof without prior written consent of Landlord, which shall not be unreasonably withheld, except that no consent is necessary for non-structural improvements with a total cost less than or equal to $25,000.00. "Non-structural improvements" shall mean the installation or reinstallation of carpeting, shelving, cosmetic or other similar trade fixtures necessary for the operation of Tenant's business, but shall exclude items which affect any mechanical, electrical, plumbing, life/health/safety system, roof, wall or sub-floor. When applying for such consent, Tenant shall, if requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements. Landlord's consent or denial shall be given in writing within ten (10) business days of application for such consent. In the event that Landlord fails to provide written notice of consent or denial within said time, said consent shall be deemed given to Tenant. 4.2 All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all government laws, ordinances, rules and regulations and Tenant shall, prior to construction, provide the insurance required under Article 15, and also all such assurances to Landlord, including but not limited to, waivers of liens, and surety company performance and payment bonds equal to the total contracted costs of the actual additions or improvements, to assure payment of the costs thereof and to protect Landlord and the Premises and appurtenant land against any loss from any mechanic's, materialmen's or other liens. All alterations, additions, and improvements in, on, or to the Premises made or installed by Tenant, including carpeting, shall be and remain the property of Tenant during the Term. All such alterations, additions, and improvements, except furniture, furnishings, movable partitions of less than full height from floor to ceiling and other trade fixtures shall become a part of the realty and belong to Landlord without compensation to Tenant upon the expiration or sooner termination of the Term, at which time title shall pass to Landlord under this Lease as by a bill of sale. 5 ARTICLE 5. USE Tenant will use and occupy the Premises solely for the purposes and Permitted Uses specified in the Basic Definitions. Tenant will not use or occupy the Premises for any unlawful purpose and will comply, insofar, as its use is concerned, with all present and future laws, ordinances, regulations and orders of all governmental units having jurisdiction over the Premises including in particular with applicable limitations on use, storage, disposal or otherwise handling Hazardous Substances (as defined in Article 6 below). Tenant shall not cause or permit any unusual noise, odors or nuisance in or about the Premises. Landlord disclaims any warranty that the Premises are suitable for Tenant's use and Tenant acknowledges that it has had a full opportunity to make its own determination in this regard. ARTICLE 6. ENVIRONMENTAL MATTERS Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees to at any time handle, use, manufacture, store or dispose of in or about the Premises any (collectively "Hazardous Materials") flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively "Environmental Laws"), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all Environmental Laws, in the Premises and appurtenant land or allow the Premises to become contaminated with any Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent customary and necessary for the use of the Premises for the purposes and uses permitted hereunder; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises and appurtenant land. Tenant shall protect, defend, indemnify and hold the Landlord harmless from and against any and all loss, claims, liability or costs (including court costs and attorney's fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials (even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant to keep, observe, or perform any provision of this Article 6. To the best of its knowledge Landlord hereby warrants to Tenant that no known Hazardous Materials are present on or about the Building and Land, as of the date of this Lease, except such materials customary for an office use, and Landlord agrees to indemnify, defend and hold Tenant harmless from and against any and all loss, claims, liability or costs (including court costs and attorney's fees) incurred by reason of any actual or asserted pre- existing Hazardous Materials, present on or about the Building and Land, in amounts in violation of Environmental Laws 6 ARTICLE 7. RENT Tenant covenants and agrees to pay to Landlord, without demand, at the Rental Payment Address set forth in the Basic Definitions, or at such other place as Landlord may designate in writing to Tenant, Annual Gross Rent and Additional Charges as the only charges for use of the Premises, at the following rates and times: 7.1 Annual Gross Rent. During any portion of the initial (five year) Term of this Lease, the Tenant shall pay the Annual Gross Rent for the Premises as set forth in the Basic Definitions. During any portion of any Extended Term, the Tenant shall pay, as annual Gross Rent for the Premises, the product of 100% of the Fair Market Gross Rental Rate of the Premises times the number of square feet of Rentable Area included in the Premises. The Annual Gross Rent shall be paid in equal monthly installments, in advance, on the first day of each and every calendar month during the Term and any Extend Term. A monthly installment of Annual Gross Rent not received by Landlord within five (5) working days of the due date and following written notice (given at any time after the due date) from Landlord of such failure to pay will bear interest at an annual rate equal to the Prime Rate from time to time published by the Wall Street Journal, its successors or assigns plus 2%. 7.2. Extended Term Annual Gross Rent. The Annual Gross Rent during the Extended Term shall be determined as follows: 7.2.1 Fair Market Gross Rent. The Annual Gross Rent applicable to any Extended Term will be the product of 100% of the Fair Market Gross Rental Rate of the Premises times the number of square feet of Rentable Area included in the Premises. "Fair Market Gross Rent" shall mean the Annual Gross Rent per square foot of Rentable Area (using gross and net type buildings as comparables and adjusting the rental rate of each comparable to a gross rate) that a lessor offering comparable concessions (including, but not limited to tenant improvement allowances and rent abatements) and paying comparable commissions would receive under a gross lease upon the other terms and conditions herein, if it were then to rent comparable premises (taking into account the Rentable Area of the Premises) in a comparable building (taking into account quality, age and amenities offered) in a comparable location to a tenant of comparable creditworthiness for a comparable lease term. 7.3.2 Rent Notice and Procedure for Extended Term. (a) Tenant shall give notice to Landlord of its desire for a determination of Fair Market Gross Rent no later than nine (9) months prior to the expiration of the current Term or Extended Term; (b) Landlord shall furnish its determination of Fair Market Gross Rent ("Rent Notice") within 30 days of receipt of Tenant's desire for a determination; (c) If Landlord fails to give the Rent Notice then Tenant shall give notice to Landlord of such failure and Landlord shall have an additional 10 business days following receipt of such notice to furnish its determination of Rent Notice. (d) If Landlord fails to give the Rent Notice following receipt of the notice set 7 forth in 7.3.2. (c) above, the Fair Market Gross Rent for the Extended Term shall be deemed to be 90% of the Gross Rent payable by Tenant for the last month of the immediately preceding Lease Term; (e) Tenant shall exercise its option no later than 30 days after receipt of the Rent Notice from Landlord by notifying Landlord in writing that Tenant is: (i) accepting the proposed Gross Rent; or (ii) rejecting the proposed Gross Rent and waiving its right to extend. (f) If Tenant rejects the proposed Gross Rent and waives its right to extend, then Tenant shall have no further option to extend hereunder 7.4 Landlord will endeavor and use its good faith reasonable business efforts to keep the cafeteria currently operating in the Building open ARTICLE 8. LANDLORD'S RIGHTS AND TENANTS OPTION 8.1 The Building and existing Common Areas are a part of a larger development which may include additional parking spaces, parking ramp, municipal, school, retail space, office space, and space that may be developed in the Land or in the air rights above the Building. 8.2 Landlord reserves the right from time to time to reconstruct, alter, or relocate the Designated Parking Area so long as Tenant shall have at all times during such reconstruction, alteration or relocation 243 parking stalls according to the applicable terms of this Lease. Further, Landlord reserves the right to construct a parking deck over all or portions of the Designated Parking Area provided that during and after the construction of said parking deck Tenant shall have available to it on the Land 243 parking stalls located on the Land and/or in the parking deck. 8.3 Landlord further reserves the right to construct an extension of Hiawatha Avenue from Scenic Heights Road to Technology Drive in such location as determined by Landlord in its sole discretion which location may occupy a portion of the Designated Parking Area. In the event extension of Hiawatha Avenue does occupy a portion of the Designated Parking Area, Landlord shall during and following the construction of such extension provide 243 parking stalls on the Land to the Tenant. 8.4 Landlord further reserves the right to construct demising walls as may be necessary on account of Tenant's exercise of its right under Article 43 or on account of leasing space in the Building to another Tenant. Landlord may construct all demising walls during normal business hours. ARTICLE 9. COMMON AREAS 9.1. Common Areas shall mean all areas and space provided by Landlord in the Building and the Land for the common or joint use or benefit of Tenant and other occupants of the Building, their employees, agents, customers, invitees and licensees, including but not limited to driveways, truck ways, delivery passages, safety improvements, foundations, roof, exterior walls, utility systems lines, conduits and appurtenances thereto, truck loading areas/loading docks, trash facilities, walkways, sidewalks, parking areas, 8 landscaped and planted areas, public rest rooms, stairs, ramps, escalators, drinking fountains, elevators, and the equipment and facilities appurtenant to each of the aforesaid. 9.2 In addition to the Premises, Tenant shall have the right of nonexclusive use, in common with others, of the Common Areas, and of such truck loading areas/loading docks, freight elevators and other common areas as may be constructed and designated, from time to time, by Landlord in any improvements added to the Building or the Land, all to be subject to the terms and conditions of this Lease and to reasonable and uniformly applied rules and regulations for the use thereof as are prescribed from time to time by Landlord, which rules and regulations will not be inconsistent with this Lease. Landlord agrees to provide Tenant with access to the common areas of the Building, loading docks and all other common areas by security card access from 7:00 a.m. to 6:00 p.m. Monday through Friday and 8:00 a.m. to 12:00 p.m. Saturday through the interior of the Building rather than exterior access only. Tenant shall be granted 24 hour a day, 7 day per week access to the telecommunications demarcation point for the Building. 9.3 Tenant agrees that the use of the Common Areas by the Tenant or Tenant's servants, employees, patients, guests or invitees, shall, except as provided above in this Article, be subject to the reasonable control and management of the Landlord. ARTICLE 10. LANDLORD'S SERVICES 10.1 Landlord shall provide the following services on the days identified below except for Holidays. "Holidays" include New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day: 10.1.1 Daily janitorial services for Common Areas and the Premises consistent with other similar multi-tenant buildings in Eden Prairie Monday through Friday. 10.1.2 Electricity consistent with other similar multi-tenant buildings in Eden Prairie for standard building lighting fixtures, for normal incidental office use, and for Tenant's use. 10.1.3 Heat and air-conditioning Monday through Friday from 7:00 a.m. to 6:00 p.m., and Saturdays, from 8:00 a.m. to 12:00 p.m. 10.1.4 Cold and hot water from the regular building outlets for lavatory and restrooms and cold water for drinking purposes. 10.2 Excessive Energy Usage. In the event Tenant's requirements and/or usage of such utilities and services is substantially greater than is customarily supplied to a typical office tenant in the suburban submarket of Minneapolis, Landlord or Tenant may request that the difference in such requirement and/or usage be determined and that appropriate adjustments be made in the Annual Gross Rent. In no event will such adjustment be made without Landlord and Teant agreeing to such adjustments in writing. 9 10.3 Interruption of Service. Landlord shall not be liable in damages or otherwise if the furnishing by Landlord or by any other supplier of any utility service or other service to the Premises shall be interrupted or impaired by fire, accident, riot, strike, act of God, the making of emergency repairs or improvements or by any causes beyond Landlord's control, nor shall the same be considered an eviction or disturbance of the Tenant's use or possession unless due to Landlord's negligence or willful misconduct; provided, however, that if such disturbance continues for more than 48 hours and Tenant is prevented from fully operating its business by reason thereof, rent and other charges payable by Tenant hereunder shall fully abate from the expiration of such 48 hour period until the disturbance ceases and, if such disturbance continues for more than 30 days, Tenant, at its option, may terminate this Lease by written notice to Landlord. 10.4 Energy Shortage. Should it become necessary because of directives of public authorities to private commercial property owners to reduce energy consumption within the Building, Tenant will reduce its energy consumption in accordance with reasonable, uniform and non-discriminatory rules established by Landlord. 10.5 After-Hours HVAC. In the event Tenant requests heating, ventilation and air conditioning after Building Hours, Tenant shall pay as Additional Rent the actual cost incurred by Landlord. 10.6 Landlord agrees to operate and maintain all aspects of the Building and Land in accordance with comparable buildings in the suburban submarket of Minneapolis, including but not limited to snow removal, landscaping, and other maintenance of Common Areas ARTICLE 11. TENANT EQUIPMENT 11.1 Tenant shall not install any equipment of any kind or nature whatsoever which will or may necessitate any changes, replacements or additions to, or in the use of, the heating, ventilating or air-conditioning system, or electrical system of the Premises or the Building without first obtaining the prior written consent of Landlord, which consent may be withheld or conditioned in Landlord's reasonable discretion and will, if not given or withheld within 10 business days, be deemed to have been given. No plumbing fixtures of any type shall be installed by Tenant within the Premises unless Landlord shall consent thereto. Business machines and mechanical equipment belonging to Tenant which cause excessive noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any tenant in the Building shall be installed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate such noise and vibration. Landlord shall have the right at any time prior to installation of a safe or an item of heavy equipment or fixture to require reasonable limits on the weight and prescribe the position of the safe or other heavy fixture. 11.2 No equipment or other large items of any description will be received into the Building or carried in the elevators except as approved by Landlord, which approval may be withheld 10 or conditioned in Landlord's reasonable discretion and, if not given or received within 5 business days, will be deemed to have been given. Tenant agrees promptly to remove from the sidewalks adjacent to the building any of the Tenant's furniture, equipment or other material there delivered or deposited. Any and all damage or injury to the Building caused by moving the property of Tenant in or out of the Premised or due to the same being on the Premises, shall be repaired by, and at the sole cost of, Tenant. Landlord acknowledges that due to the size of Tenant's occupancy within the Premises, that Tenant receives bulk packages from time to time in the normal course of Tenant's business and such bulk packages shall not require Landlord's prior approval or supervision. ARTICLE 12. CARE OF THE PREMISES 12.1 Subject to the provisions of Section 12.3 and without limiting Landlord's obligation to provide routine janitorial services, Tenant agrees to keep and maintain the Premises and the fixtures and equipment (other than fixtures and equipment included in the structural elements of the Building) therein in good, safe and sanitary condition, will take good care thereof and make all necessary replacements or repairs as applicable thereto, will suffer no waste or injury thereto, ordinary wear and tear and casualty damage excepted. If Tenant refuses or neglects to commence such repairs or file the appropriate insurance claim within thirty (30) days after written demand, or fails to complete such repairs within a reasonable time thereafter, Landlord may make the repairs following written notice to Tenant of Landlord's intent to so repair and without liability to Tenant for any loss or damage that may accrue to Tenant's business by reason thereof, and if Landlord makes such repair, Tenant shall pay to Landlord the costs thereof with interest from the date of Landlord's payment for the costs of such repairs as Additional Charges. 12.2 Tenant will not, without the written consent of Landlord, use or permit the use of any musical instruments, loud speakers, phonographs, sound amplifiers, radio or television broadcasts within the Premises which are in any manner audible outside the Premises or by other tenants or occupants inside the Building; cause or permit odors to emanate or be dispelled from the Premises; permit the parking of delivery vehicles so as to interfere with the use of any driveway, walk, parking area, or other Common Areas; receive or ship bulk articles of any kind except through the Loading Dock or other service facilities reasonably designated by Landlord and specifically intended for receiving such bulk deliveries; install or use any awnings or shades on the windows or doors (except Tenant may install blinds consistent with the Building standard); burn any papers, trash, or garbage of any kind in or about the Premises or any part thereof in any manner that will constitute a nuisance, or that will damage the reputation of the Building, all if and to the extent such use is not expressly or impliedly permitted by this Lease. 12.3 Landlord shall keep or cause to be kept the foundations, slab, the exterior walls, roof, downspouts and gutters and structural elements of the Building and, to the extent other tenants are not obligated to maintain the same, all utility and other building systems, lines, conduits and appurtenances thereto located within the Land, and all Common Areas (including, without limitation, (i) removal of snow and ice from parking areas included in the Common Areas consistent with property management practices supplied for or at 11 suburban office buildings in the Metropolitan Area; (ii) general lawn maintenance; and (iii) general maintenance and replacement of exterior plants, shrubs and trees in a neat and clean condition and in good repair, ordinary wear and tear excepted. Notwithstanding provisions to the contrary contained in this Lease, Landlord (not Tenant) shall be responsible for the installation, maintenance, repair, and replacement of heating, air conditioning, ventilation, plumbing, electrical and other equipment and fixtures required to provide the proper environment (including but not limited to heatpumps, cooling towers, boilers, furnaces, chillers) for the continuous operation and use of Tenant's Premises. 12.4 Tenant will not make or permit anyone to make any alterations, decorations, additions or improvements, structural or otherwise, to the Building outside of the Premises, without the prior written consent of Landlord, not to be unreasonably withheld, conditioned or delayed. 12.5 No sign, advertisement or notice shall be inscribed, painted, affixed or displayed on any part of the outside or the inside of the Building or the Land except as provided in Article 45 of this Lease or on the directories and the doors of offices, and then only in such place, number, size, color and style as is reasonably approved by Landlord, and if any such sign, advertisement or notice is improperly exhibited, Landlord shall provide notice of such to Tenant and Tenant must correct or remove such sign. Any such permitted use, shall be at the sole expense and cost of the Tenant except as provided in Article 45 of this Lease with respect to Building standard interior signage. 12.6 Landlord warrants that all exterior windows , and all light fixtures are lamped and in good working condition. Landlord is solely responsible for correcting any latent defects. All costs of compliance with codes in the Building and Premises in effect at full lease execution or remediation of hazardous materials not placed by Tenant shall be the responsibility of Landlord. Landlord is responsible for all ADA compliance with the exception of Tenant's construction within its Rentable Area. ARTICLE 13. RULES AND REGULATIONS Landlord reserves the right at any time, and from time to time, to promulgate such nondiscriminatory, reasonable rules and regulations as in Landlord's judgment may from time to time be necessary for the management, safety, care and cleanliness of the Building and the Land, including parking rules and regulations, for the preservation of good order therein, and for the convenience of the occupants and tenants thereof; provided, however, that such rules and regulations are not inconsistent with any right of Tenant under this Lease. A copy of proposed Rules is attached as Exhibit G hereto. Notice of the promulgation of rules and regulations will be forwarded to the Tenant at Tenant's address for notices under this Lease. Tenant shall be deemed to have read said rules and to have agreed to abide by them as a condition to its occupancy of the Premises. ARTICLE 14.ADVERTISING 12 Tenant may use as its advertised business address the name and address of the Building. Tenant agrees that Landlord's name or the name of the Building shall not be used in any confusing, detrimental or misleading manner and upon termination of this Lease, Tenant will cease to use Landlord's name or the name of the Building, or any party thereof, in any manner. Landlord agrees that it will not change the name or mailing address of the Building without first obtaining Tenant's written consent, which will not be unreasonably withheld or delayed, nor will such change take effect earlier than the date four(4)months after Tenant's consent is obtained. ARTICLE 15. INSURANCE 15.1 Tenant's Insurance. Prior to the Possession Date and during the full Term of this Lease, Tenant shall purchase and carry in full force and effect the following insurance: 15.1.1 General Liability. Prior to the Possession Date and during the full Term of this Lease, Tenant shall procure, maintain and pay for such insurance as will protect against claims or loss which may arise out of Tenant's use and possession of the Premises. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, or required by law, whichever is greater. Worker's Compensation Statutory Limits Employer's Liability $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General Liability $2,000,000 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 All Risk "All Risk" or "Special Cause of Loss" property insurance for fire, casualty, theft, vandalism, malicious mischief, sprinkler damage, etc. insuring all contents of the Premises for not less than full replacement value. Umbrella or Excess Liability $1,000,000 15.1.2 Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business 13 contract). There shall be no endorsement or modification of the Commercial General Liability form arising from pollution, explosion, collapse, underground property damage or work performed by Tenant. 15.1.3 Tenant shall maintain "stop gap" coverage if Tenant obtains Workers' Compensation coverage from any state fund if Employer's liability coverage is not available. 15.1.4 All policies, except the Worker's Compensation Policy, shall name the Landlord as an additional insured on ISO forms CG 20 10 07 04 or CG 20 10 04 13, or their equivalent. 15.l.5 All polices shall contain a waiver of subrogation in favor of the Landlord. 15.1.6 All policies shall be primary and non-contributory. 15.1.7 All polices, except the Worker's Compensation Policy, shall insure the defense and indemnity obligations assumed by Tenant under this Agreement. 15.1.8 It shall be Tenant's responsibility to pay any retention or deductible for the coverages required herein. 15.1.9 All policies shall contain a provision or endorsement that coverages afforded thereunder shall not be cancelled or non-renewed without thirty (30) days' prior notice to the Landlord, except that if the cancellation or non-renewal is due to non-payment, the coverages may not be terminated or non-renewed without ten (10) days' prior notice to the Landlord. Tenant shall provide notice to Landlord upon receiving notice from its insurer of any restriction modification added to Tenant policies. 15.1.I0Tenant shall maintain in effect all insurance coverages required under this Paragraph at Tenant'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 Landlord in writing. 15.1.11A copy of the Tenant's Certificate of Insurance which evidences the compliance with this Paragraph, must be filed with Landlord prior to the Possession Date. Upon request, a copy of the Tenant's insurance declaration page, Rider and/or Endorsement, as applicable shall be provided. Such documents evidencing Insurance shall be in a form acceptable to Landlord and shall provide satisfactory evidence that Tenant has complied with all insurance requirements. Renewal certificates shall be provided to Landlord prior to the expiration date of any of the required policies. Landlord will not be obligated, however, to review such Certificate of Insurance, declaration page, Rider, Endorsement or certificates or other evidence of insurance, or to advise Tenant of any deficiencies in such documents and receipt thereof shall not relieve Tenant from, nor be deemed a 14 waiver of, Landlord's right to enforce the terms of Tenant's obligations hereunder. Landlord reserves the right to examine any policy provided for under this paragraph. 15.1.12Effect of Tenant's Failure to Provide Insurance. If Tenant fails to provide the specified insurance, then Tenant will defend, indemnify and hold harmless the Landlord, the Landlord'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 Landlord (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 Tenant, its subcontractors, agents, employees or delegates. Tenant agrees that this indemnity shall be construed and applied in favor of indemnification. Tenant 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. 15.1.13If a claim arises within the scope of the stated indemnity, the Landlord may require Tenant to furnish and pay for a surety bond, satisfactory to the Landlord, guaranteeing performance of the indemnity obligation; or furnish a written acceptance of tender of defense and indemnity from Tenant's insurance company. Tenant will take the action required by the Landlord within fifteen (15) days of receiving notice from the Landlord. 15.2 Tenant will not do or suffer to be done, or keep or suffer to be kept, anything in, upon or about the Premises which will contravene Landlord's policies insuring against loss or damage by fire or other hazards (including, without limitation, public liability) or which will prevent Landlord from procuring such policies from companies acceptable to Landlord. If anything done, omitted to be done or suffered to be done by Tenant, or kept or suffered by Tenant to be kept in, upon or about the Premises shall cause the rate of fire or other insurance on the Premises or other property of Landlord from companies acceptable to Landlord to be increased beyond the minimum rate from time to time applicable to the Premises for the use permitted under this Lease or to any other property for the use or uses made thereof, Tenant will pay the amount of any increase. 15.3 Release. Anything in this Lease to the contrary notwithstanding, it is agreed that each party (the "Releasing Party") hereby releases the other (the "Released Party") from liability which the Released Party would, but for this Section, have had to the Releasing Party resulting from any accident or occurrence or casualty to property (1) which is normally covered by a fire and special risk policy, or (2) covered by any other insurance against direct damage to property being carried by the Releasing Party at the time of such 15 occurrence. Insofar as Tenant is the Releasing Party, it will also release from any such liability for damage to property any ground lessor or mortgagee or other tenants of the Building (if all other tenants of the Building release Tenant pursuant to similar clauses contained in their leases) as if the ground lessor or mortgagee or, if applicable, other tenants were each a Released Party under this Section. 15.4 Landlord's Insurance. 15.4.1 Public Liability Insurance. Landlord shall at all times during the Term hereof procure and maintain (a) bodily injury and property damage insurance under a Commercial General Liability policy, or its equivalent, with respect to the Building and Common Areas in the amount of not less than $1,000,000 per occurrence and $2,000,000 in the annual aggregate and insuring the business of Landlord; (b) Business Auto Liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident; (c) insurance protecting against liability under Worker's Compensation Laws with limits at least as required by statute; and (d) Employers Liability with limits of$500,000 each accident. Such bodily injury and property damage liability insurance shall include contractual liability coverage. All insurance policies carried by Landlord shall name, as additional insureds, Tenants and any affiliates of Tenant that occupy the Building or Land whose names are furnished by Tenant to Landlord. 15.4.2 Landlord's Property Insurance. Landlord shall at all times during the Term hereof maintain "special form coverage" on the Building in an amount covering the full replacement value thereof including installations and alterations made by Tenant, which insurance shall not exclude coverage for sprinkler leakage, vandalism and malicious mischief. To the extent boilers are used in the Building, Landlord shall maintain boiler explosion coverage. Said insurance shall be maintained in the amount of replacement cost and at the expense of and payments for losses thereunder shall be made solely to Landlord. 15.4.3 Policy Requirements. All insurance required to be carried by Landlord hereunder shall be issued the League of Minnesota Cities Insurance Trust or its successors or assigns, or by responsible insurance companies rated A or better under AM Best Insurance rating guide. Landlord shall provide Tenant with certificates evidencing the insurance that Landlord is obligated to maintain under this Lease. Each policy of insurance required to be maintained by Landlord hereunder shall provide that it shall not be cancelable or subject to a material reduction of coverage or a material modification except after then (10) days' prior written notice to Tenant. ARTICLE 16. TENANT INDEMNITY Subject to Section 15.3 hereof, Tenant will indemnify and defend Landlord and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life and/or personal injury arising from or out of any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed 16 pursuant to the terms of this Lease or occasioned wholly or in part by any negligent act or omission of Tenant, its officers, agents, contractors or employees. ARTICLE 17. LANDLORD INDEMNITY Subject to Section 15.3 hereof, Landlord will indemnify and defend Tenant and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life and/or personal injury arising from or out of any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease or occasioned wholly or in part by any negligent act or omission of Landlord, its officers, agents, contractors or employees. ARTICLE 18. MECHANICS' LIEN Tenant agrees to promptly pay all sums of money in respect of any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to Tenant, or anyone holding the Premises or any part thereof through or under Tenant, in, at or about the Premises, or furnished to Tenant's agents, employees, contractors or subcontractors, which may be secured by any mechanics, materialsmen, suppliers or other types of lien against the Premises or the Landlord's interest therein, unless Tenant is contesting such sums in good faith and has posted such security as with the clerk of court to obtain a release of such lien as a court with competent jurisdiction over said matter has required and approved for. In the event any such or similar lien shall be filed, Tenant shall within twenty-four (24) hours of receipt thereof, give notice to Landlord of such lien, and tenant shall, within thirty (30) days after receiving notice of the filing of the lien, discharge or so contest such lien. Failure of Tenant to discharge or so contest the lien shall constitute a default under this Lease, and, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same of record by paying the amount claimed to be due, and the amount so paid by Landlord and all cost and expenses incurred by Landlord therewith shall be due and payable by Tenant to Landlord. Tenant acknowledges that Landlord may have posted notice on the Building of non- responsibility for liens under the laws of the State of Minnesota, and Tenant covenants and agrees to so advise all contractors, materialsmen, suppliers and other persons performing work or providing services and/or supplies to the Premises on behalf of Tenant. ARTICLE 19. ASSIGNMENT OR SUBLETTING 19.1 There shall be no Assignment by Tenant without in each such case obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. No Assignment by Tenant shall relieve Tenant of any obligation under this Lease and Tenant shall remain fully liable hereunder for the performance of all obligations under this Lease, including by not limited to the payment of monthly installments of Gross Annual Rent and other moneies due hereunder. In the event of a default by Tenant's assignee Landlord shall provide to Tenant notice as set forth in Section 24.1 hereof prior to exercising any remedy provided 17 however and notwithstanding the provisions of Article 24, if the default is a moentary default described in Section 24.1.1 Tenant shall be required to cure said default by making the delinquent payment within five (5) businsess days after receiving said notice. Any attempted Assignment by Tenant in violation of the terms and covenants of this Article 19 shall be void. Any consent by Landlord to a particular Assignment shall not constitute Landlord's consent to any other or subsequent Assignment, and any proposed Assignment by a subtenant of Tenant shall be subject to the provisions of this Article 19 as if it were a proposed Assignment by Tenant. The consent by Landlord to any Assignment shall not be construed as a waiver or release of Tenant from the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of rent from any transferee under an Assignment constitute an acceptance of the Assignment or a waiver or release of Tenant or any transferee of any covenant or obligation contained in this Lease, nor shall any Assignment be construed to relieve Tenant from the requirement of obtaining the consent in writing of Landlord to any further Assignment. In conjunction with any requested assignment of this Lease Landlord may require Tenant to execute a reaffirmation of Tenant's liability hereunder, with waiver of defenses based solely on suretyship. 19.2 It is expressly agreed by Tenant that it shall be reasonable for Landlord and Landlord shall be entitled to withhold its consent to any proposed assignment of this Lease or a sublease of all or a portion of the Premises if in Landlord's reasonable business judgment, the assignee or subtenant is of a character or reputation or engaged in a business which is not consistent with the quality and reputation of the uses of the Building as of the date of this Lease. Tenant acknowledges and agrees that the right of Landlord to withhold its consent reasonably with respect to proposed Assignments under this Article 19 is for the mutual benefit of Landlord and Tenant, preserves the benefit of this Lease for Tenant in those circumstances, as contemplated hereby, where such benefit is appropriate to be preserved, and is appropriate and reasonable, given the respective interests of Landlord and Tenant in the Building. Landlord may impose reasonable conditions in respect of any consent to an Assignment. 19.3 If Tenant desires at any time to make an Assignment, Tenant shall give Landlord written notice of such desire at least forty-five (45) days in advance of the date on which Tenant desires to make such Assignment and shall submit in writing to Landlord (i) the name of the proposed 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 the rent to be paid and all other 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 18 such proposed Assignment or otherwise incurred with respect to any 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 Article 19. 19.4 Upon any request for Landlord's consent under this Article 19, Landlord shall have the option, which may be exercised in Landlord's sole discretion by giving written notice to Tenant within forty-five (45) days after receipt by Landlord of all of the information concerning such Assignment required by Article 19.4, (a) to permit Tenant to make such Assignment for the duration so specified by Tenant in its notice, or (b) to withhold its consent. If Landlord fails to notify Tenant in writing of such election within said forty-five(45) day period, Landlord shall be deemed to have elected option(b). 19.5 Each subtenant or assignee shall fully observe all covenants of this Lease and no consent by Landlord to an Assignment shall be deemed in any manner to be a consent to a use not permitted under Article 5. 19.6 Whether or not Landlord has consented to the applicable Assignment, the amount by which the consideration received by Tenant pursuant to any Assignment exceeds, in any month, the Annual Gross Rent and Tenant's Additional Rent then required to be paid with respect to such space, shall be payable by Tenant directly to Landlord as Additional Rent hereunder on or before the first day of each such month. 19.7 Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder or in the Building or in all other property referred to herein, and upon any such transfer, the transferor shall have no further liability hereunder. 19.8 Notwithstanding anything to the contrary in this Article 19, no Assignment by Tenant shall become effective until Tenant and any proposed assignee or subtenant has executed and delivered to Landlord a Consent to Assignment or Consent to Sublease, as appropriate, by and among Tenant, such proposed assignee or subtenant and Landlord in form reasonably acceptable to Landlord. ARTICLE 20. EMINENT DOMAIN 20.1 If the whole or any part of the Premises shall be taken under the power of eminent, this Lease shall terminate as to the part so taken on the date ("taking date") that Tenant is required to yield possession thereof to the condemning authority. Landlord shall make such repairs and alterations as may be necessary in order to restore the part not taken to comparable condition. Effective with the taking date, the Annual Gross Rent shall be reduced in proportion to the amount of the Premises so taken, and the number of square feet of the Premises specified in the Basic Definitions shall be reduced accordingly. If 19 the amount of the Premises so taken substantially impairs the usefulness of the Premises for the uses permitted in the Basic Definitions in Tenant's reasonable discretion, Tenant may, by notice to Landlord delivered at least sixty (60) days prior to the taking date, terminate this Lease as of the taking date. 20.2 If more than twenty percent (20%) of the Common Area or if any portion greater than fifty percent(50%) of the Building shall be taken by eminent domain, Landlord or Tenant may, by notice to the other party delivered on or before the taking date, terminate this Lease as of the taking date. 20.3 The term "eminent domain" shall include the exercise of any similar governmental power and any purchase or other acquisition in lieu of condemnation. All compensation awarded for any taking of the fee and the leasehold shall belong to and be the property of Landlord provided, however, that Landlord shall not be entitled to any separate award made to Tenant for relocation or moving expenses, or business interruption or for Tenant's interests in any personal property, fixtures, trade fixtures or leasehold improvements affected by the taking. Tenant may make a separate claim in said eminent domain action for an award in the event of a taking involving any personal property, fixtures, trade fixtures or leasehold improvements of Tenant. In the event of any taking initiated by the Landlord or the City of Eden Prairie, or a governmental entity formed by and wholly controlled by either the Landlord or the City of Eden Prairie, Tenant shall have the right to claim as damages an amount equal to: (i) the amount of base rent Tenant has contracted to pay under a lease for space to replace the Premises or portion thereof taken for a term equal to the remaining term of this Lease at the date of taking, minus (ii) the Annual Gross Rent due under this Lease for the remainder of the term after the date of taking. Furthermore, in the event of any taking initiated by either the Landlord or the City of Eden Prairie which would affect Tenant's rights in lieu of an actual taking of the Premises, Tenant shall be entitled to recover damages equal to the diminution of value caused by such taking. Nothing herein shall prohibit Tenant from seeking reimbursement for its moving expenses under and pursuant to federal and or state law. ARTICLE 21. DAMAGE TO PREMISES 21.1 In the event the Premises or Building are damaged or destroyed by fire, or other casualty insurable under a standard fire and extended converge policy, as issued from time to time in the State of Minnesota, Landlord shall, subject to being able to obtain all necessary permits and approvals therefor within 120 days of such casualty, and provided neither Landlord nor Tenant has terminated this Lease pursuant to Sections 21.3 or 21.4 hereof, commence to repair, reconstruct and restore the Premises and Building substantially to the condition in which they were immediately prior to the happening of such casualty, subject to Tenant's obligation to pay for the repair and restoration of its leasehold improvements pursuant to Section 21.2, and prosecute the same diligently to completion. If the Premises are rendered partially untenantable as a result of such casualty, then to the extent the Premises are rendered untenantable, the Annual Gross Rent and Additional Rent shall be equitably abated until Landlord has completed such repair, reconstruction or restoration. If the Premises are rendered wholly untenantable and Landlord cannot 20 restore the Building and Premises within 180 days after the date of the casualty, then Tenant may terminate this Lease on 30 day prior written notice to Landlord after the date Landlord provides notice to Tenant that its restoration will take more than 180 days. 21.2 In the event Landlord is required or elects to repair, reconstruct or restore the Premises, Landlord shall pay for the cost to restore the Premises, exclusive of any improvements or other changes made to the Premises by the Tenant, to as near the condition which existed immediately prior to such damage or destruction as reasonably possible, and Annual Gross Rent and any Additional Charges shall abate during such period of time as the Premises are untenable, in the proportion that the untenable portion of the Premises bears to the entire Premises. The Landlord shall not be responsible to the Tenant for damage to, or destruction of any of the Tenant's furniture, trade fixtures, equipment, inventory or improvements, regardless of the cause of such damage or destruction, all of which shall be the responsibility of Tenant. 21.3 Either Tenant or Landlord shall have the option to terminate this Lease upon giving written notice to the other party of the exercise thereof within forty-five (45) days after the occurrence of an event described in Section 21.1 hereof, if: 21.3.1 The event occurs within the last one (1) year of the Term or Extended Term, as the case may be; or 21.3.2 Fifty percent (50%) or more of the number of square feet located in the Building (other than maintenance and utility rooms and common areas) is rendered untenantable thereby. 21.4 Upon any termination of this Lease under the provisions of this Article, the Annual Gross Rent and any Additional Charges imposed under this Lease shall be adjusted as of the date of such termination and the parties shall be released thereby without further obligation to the other party coincident with the surrender of possession of the Premises to the Landlord, except for items which have been theretofore accrued and are then unpaid, and except for obligations which are designated as surviving such termination. ARTICLE 22. SURRENDER OF PREMISES This Lease shall terminate at the end of the Term hereof without the necessity of any notice from either Landlord or Tenant to terminate the same, and Tenant hereby waives notice to vacate the Premises and agrees that Landlord shall be entitled to the benefit of all provisions of law respecting the summary recover of possession of Premises from a tenant holding over to the same extent as if statutory notice had been given. For the period of nine (9 ) months prior to the expiration of the Term or Extended Term, as the case may be, Landlord shall have the right to show the Premises and all parts thereof to prospective tenants during normal business hours with at least twenty-four(24) hours prior notice to Tenant. On the last day of the Term itself, Tenant shall peaceably and quietly surrender the Premises, including, but not limited to, all leasehold improvements made by Landlord, broom-clean and in 21 the same condition as the Premised was in upon delivery of possession thereto under this Lease, or in such better condition as it may thereafter be put, reasonable wear and tear excepted, and free of any and all liens and/or claims of right of possession by any person, firm or corporation claiming through or under Tenant. On or before the last day of the Term, Tenant shall remove all trade fixtures from the Premises, including but not limited to removal of all low voltage wiring, and repair any damage occasioned by any such removal. If all or a portion of the personal property not affixed to the Premises is not removed within 30 days after the last day of the Term, the property not so removed shall be deemed abandoned by Tenant, and Landlord, may retain all and any part of such property, and title thereto shall thereupon vest in Landlord, or Landlord may remove from the Premises and dispose of in any manner all or any of such property, in which later event Tenant shall pay to Landlord upon demand the actual expense of such removal and disposition. If the Premises be not surrendered within the first thirty (30) days following the expiration of the Lease Term then in effect, Tenant shall indemnify Landlord against Landlord's actual loss or liability resulting from delay by Tenant in so surrendering the Premises, including, but not limited to, any contractual claims made by any succeeding tenant founded on such delay, provided however Tenant shall not be liable for Landlord's or any succeeding tenants consequential damages. Tenant shall surrender all keys for the Premises and the Building to Landlord at the place then fixed for payment of rent and shall inform Landlord of combinations on any locks and safes in the Premises. In the event Tenant shall fail to deliver the Premises to Landlord in the condition called for under this Article, Landlord shall have the right to cause any such deficiency to be corrected, and Tenant agrees to pay the cost thereof. The provisions of this Article shall survive termination of this Lease. ARTICLE 23. BANKRUPTCY OR INSOLVENCY If any sale of Tenant's interest in the Premises created by this Lease shall be made under execution or similar legal process, or if Tenant is named as a debtor in any petition filed under the Federal Bankruptcy Code, or if Tenant shall be adjudicated as insolvent and such adjudication is not vacated within thirty (30) days, or if a receiver or trustee shall be appointed for Tenant's business or property and such appointment shall not be vacated within thirty (30) days, or if an insolvency reorganization of Tenant or any arrangement with its creditors shall be approved by a court under the Federal Bankruptcy Code, or if Tenant shall make an assignment for the benefit of creditors or in any other manner Tenant's interest under this Lease shall pass to another by operation of law other than a merger or assignment, Tenant shall be deemed to have breached a material covenant and Landlord may re-enter the Premises and declare this Lease and the tenancy hereby created terminated according to Landlord's statutory rights of recovery. ARTICLE 24. DEFAULT OF TENANT 24.1 In the event Tenant shall: 24.1.1 fail to pay rent or any other monies due under this Lease within ten(10) days after the same shall become due and following written notice by Landlord of Tenant's failure to pay; or 22 24.1.2 fail to keep or perform any of the other terms, conditions or covenants of the Lease to be kept or performed by Tenant for more than thirty (30) days after notice of such failure shall have been given to Tenant, or if such cure cannot be effected within such thirty (30) days, failure to commence such cure within 30 days and after commencement of such cure failure to diligently pursue such cure to completion; then the Landlord, besides other rights or remedies it may have, shall have the right to either (i) terminate this Lease upon the expiration of five (5) days after written notice of such intent is given to Tenant, in which event the Term hereof shall expire 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, or (ii) re-enter the Premises either by force or otherwise dispossess Tenant and/or other occupants of the Premises, remove all property from the Premises and store the same in a public warehouse or elsewhere at the cost of, and for the account of Tenant, and hold the Premises as hereinafter provided, without notice or resort to legal process and without loss or damage which may be occasioned thereby, Tenant agreeing that no such re-entry or taking possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease, such right, however, being continuously reserved by Landlord. 24.2 In the event Landlord elects to re-enter the Premises, Landlord may, but shall not be obligated to, make such alterations and repairs as may be necessary in order to relet the Premises, and relet said Premises or any part thereof for such term or terms (which may extend beyond the Term of this Lease) and at such rental and upon such other terms and conditions as Landlord in its sole discretion may deem advisable. Upon each such reletting all rentals and other sums received by Landlord from such reletting shall be applied, first, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting; including reasonable brokerage fees and attorneys' fees and costs of such alterations and repairs; third, to the payment of Rent and other charges due and unpaid hereunder; and the residue of any, shall be held by Landlord and applied in payment of future Rent as the same may become due and payable hereunder. If such rentals and other sums received from such reletting during any month are less than that to be paid during that month by Tenant hereunder, Tenant shall pay such deficiency to Landlord and if such rentals and sums shall be more, Tenant shall have no right to the excess. Such deficiency shall be calculated and paid monthly. Notwithstanding any such re-entry by Landlord, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. 24.3 Should Landlord at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the Premises, reasonable attorneys' fees, and including the worth at the time of such termination of the excess, if any, of the then present value of the amount of rent reserved in this Lease for the remainder of the stated Term over the then reasonable rental value of the Premises for the remainder of the stated Term, all of which amounts shall be immediately due and payable from Tenant to 23 Landlord. The failure of Landlord to relet the Premises shall not affect Tenant's liability. The terms "entry" and"re-entry" are not limited to their technical meanings. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy, in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or disposed for any cause, or in the event of Landlord obtaining possession of Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease or otherwise. ARTICLE 25. INTEREST Unless otherwise expressly provided in this Lease, any amount due from a party to another party under this Lease which is not paid when due shall, after the expiration of any applicable notice and/or grace periods, bear interest at an annual rate equal to the Prime Rate published by the Wall Street Journal, its successors and assigns, plus 2% from the date due until paid; provided, however, the payment of such interest shall not excuse or cure the default upon which such interest accrued. ARTICLE 26. EXPENSE AND ENFORCEMENT If either party should prevail in any arbitration or litigation by or against the other party related to this Lease, or if any party should become a party to any arbitration or litigation instituted by or against the other party with respect to any third party, such party shall receive from the other party all costs and reasonable attorneys' fees incurred in such arbitration or litigation. ARTICLE 27. HOLDING OVER In the event Tenant remains in possession of the Premises after the expiration of this Lease and without the execution of a new lease, it shall be deemed to be occupying the Premises as a tenant from month to month, subject to all the conditions, provisions and obligations of this Lease insofar as the same can be applicable to month-to-month tenancy cancelable by either party upon thirty (30) days written notice to the other; provided, however, that the Gross Rent for such month-to-month tenancy shall be 150%the amount specified herein. ARTICLE 28. INSPECTION Tenant will permit Landlord, its agents, employees and contractors to enter all parts of the Premises at reasonable times and upon 24 hour reasonable prior notice to inspect the same and to enforce or carry out any provisions of this Lease. ARTICLE 29. UNRECORDED LEASE; SHORT FORM Tenant agrees that this Lease shall not be recorded without the prior written consent of Landlord. Either party will, upon written request of the other party, execute a short form lease regarding this lease, in a form suitable for recording with the Registrar of Titles and/or the County 24 Recorder for Hennepin County, Minnesota. Such short form lease will be dated as of the date of this Lease and will disclose the parties, the Term of the Lease, descriptions of the Premises, Tenant's extension, expansion, first offer and first refusal rights and such other terms and conditions as the parties agree upon. The party requesting the execution of such short form lease will bear all costs of preparing and recording the short form lease, including any recording fees. ARTICLE 30. NON-WAIVER Landlord's or Tenant's failure to insist upon a strict performance of any covenant of this Lease or to exercise any option or right herein contained shall not be a waiver or relinquishment for the future of such covenant, right or option, but he same shall remain in full force and effect. ARTICLE 31. CAPTIONS The captions and headings herein are for convenience and reference only. ARTICLE 32. APPLICABLE LAW; SEVERABILITY This Lease shall be construed under the laws of the State of Minnesota. If any provision of this Lease, or portion thereof, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease shall not be affected thereby and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. ARTICLE 33. SUCCESSORS This Lease and the covenants and conditions herein contained shall inure to the benefit and be binding upon Landlord, its heirs, executors, administrators, successors and assigns, and shall inure to the benefit of Tenant and only such assigns of Tenant to whom the assignment by Tenant is permitted or has been consented to by Landlord. ARTICLE 34. UNAVOIDABLE DELAY The time within which any of the parties hereto shall be required to perform any act or acts under this Lease shall be extended to the extent that the performance of such act or acts shall be delayed by acts of God, fire, windstorm, flood, explosion, collapse of structures, riot, war, labor disputes, delays or restrictions by governmental bodies, inability to obtain or use necessary materials, or any cause beyond the reasonable control of such party, other than lack of monies or inability to procure monies to fulfill its commitments or obligations under this Lease (any such delay being called "unavoidable delay" in this Lease) provided, however, that the party entitled to such extension hereunder shall give prompt notice to the other party of the occurrence causing such delay. The provisions of this Article shall not operate to excuse Tenant from prompt payment of Rent or any other payments required by the terms of this Lease. ARTICLE 35. BROKERS Landlord shall pay a brokerage commission to Cushman & WakefieldNorthmarq Real Estate 25 Services, as sole representative of Landlord of$2.25 per square foot of Rentable Area pursuant to the Commission Agreement dated November 12, 2012 and CBRE as sole representative of Tenant of$5.00 per square foot of Rentable Area pursuant to the Commission Agreement dated August 20, 2014 and attached hereto as Exhibit E as the sole real estate brokerage commission regarding this transaction. Seller and Buyer represent and warrant to each other that they have dealt with no other brokers, finders or the like in connection with this transaction, and agree to indemnify each other and to hold each other harmless against all claims, damages, costs or expenses of or for any other such fees or commissions resulting from their actions or agreements regarding the execution or performance of this Lease, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other party, including reasonable attorneys' fees. ARTICLE 36. NO PARTNERSHIP Any intention to create a joint venture, partnership or agency relation between the parties hereto is hereby expressly disclaimed. ARTICLE 37. AMENDMENTS IN WRITING This Lease and the Exhibits attached hereto and forming a part hereof, and all relevant documents referenced therein set forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the demised Premises and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than as herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by them. ARTICLE 38.AUTHORITY Tenant warrants and represents to Landlord that Tenant is duly authorized to execute this Lease. Landlord warrants and represents to Tenant that Landlord's execution of this Lease has been approved by Landlord's City Council. Both Landlord and Tenant warrant that execution and delivery of this Lease has been authorized by all necessary persons and entities and that no further approvals are necessary. Tenant represents to Landlord that Tenant is not (and such party is not engaged in this transaction on behalf of) a person or entity with which Tenant is prohibited from doing business pursuant to any law, regulation or executive order pertaining to national security ("Anti- Terrorism Laws") and; Tenant has not violated and, to the best of Tenant's knowledge it is not under investigation for, the violation of any Anti-Terrorism Laws pertaining to money laundering. "Anti-Terrorism Laws", as referenced above, shall specifically include, but shall not be limited to, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56 (aka, the USA Patriot Act); Executive Order 13224; the Bank Secrecy Act, 31 U.S.C. Section 5311 et. Seq.; the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. Seq.; the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. Seq.; sanctions and regulations promulgated pursuant 26 thereto by the Office of Foreign Assets Control ("OFAC"), as well as laws related to the prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957. ARTICLE 39. COPIES This Lease is executed in multiple counterparts, any of which may be considered and used as an original copy. ARTICLE 40. EXAMINATION This submission of this lease for examination does not constitute a reservation of or option for the Premises and this Lease becomes effective only upon execution and delivery thereof by Landlord and Tenant. ARTICLE 41. ESTOPPEL Tenant agrees that at any time and from time to time at reasonable intervals, within ten (10) business days after written request by Landlord, Tenant will execute, acknowledge and deliver to Landlord, Landlord's mortgagee, or others designated by Landlord so long as the addresses of such parties has been provided to Tenant, a certificate ratifying this Lease and certifying: 41.1 That Tenant has entered into occupancy of the Premises and the date of the entry if such is the case; 41.2 That this Lease is in full force and effect, and has not been assigned, modified, supplemented or amended in any way (or if there has been any assignment, modification, supplement or amendment, identifying the same); 41.3 That this Lease represents the entire agreement between Landlord and Tenant as to the subject matter hereof(or if there has been any assignment, modification, supplement or amendment, identifying the same); 41.4 The date of commencement and expiration of the Term; 41.5 That all conditions under this Lease to be performed by Landlord have been satisfied and all required contributions by Landlord to Tenant on account of Tenant's improvements have been received (and if not, what conditions remain unperformed); 41.6 That to the knowledge of the signer of such writing, no default exists in the performance of observance of any covenant or condition in this Lease and there are no defenses or offsets against the enforcement of this Lease by Landlord or specifying such default, defense or offset of which the signer may have knowledge; 41.7 That no Annual Gross Rent or other rental has been paid in advance and no security has been deposited with Landlord(or if such is not the case, specifying the same); and 27 41.8 The date to which Annual Gross Rent and all other rentals have been paid under this Lease. ARTICLE 42. NOTICES Any notice desired or required to be given under this Lease shall be sent postage paid registered or certified mail, return receipt requested, as to Landlord: City of Eden Prairie ATTN: City Manager 8080 Mitchell Road Eden Prairie, MN 55344 with a copy to: City of Eden Prairie City Attorney, Richard F. Rosow 8080 Mitchell Road Eden Prairie, MN 55344 and as to Tenant: SUPERVALU INC. 11840 Valley View Road Eden Prairie, MN 55344 with copy to: SUPERVALU INC. 11840 Valley View Road Eden Prairie, MN 55344 Attention: Legal Department Either party may(1)by written notice designate a different address to which notices may be sent, and(2) by written notice designate additional parties to whom copies of all notices must be sent. Notices shall be deemed given when received or upon the date delivered if refused; provided that, if mailed, notice shall be deemed given forty-eight (48) hours after deposited in the United States mail as provided above. ARTICLE 43. RIGHT OF EXPANSION Landlord shall not lease or market for lease the approximate 33,000 square foot space identified as Area II, Area III, Area IV, and Area V on Exhibit B ("Expansion Area" or individually an "Area") for a period of six months after the Commencement Date ("Right of Expansion"). During the Right of Expansion, Tenant may elect to expand the Premises to include any Area of the Expansion Area provided however Tenant must take all of Area II in its entirety and prior to any of the other Areas. If Tenant elects to expand into less than the entirety of any of the other individual Areas, such election is subject to the determination of the Landlord, in its sole discretion, that the portion of such Area that remains is a marketable and leasable space. Any 28 such expansion shall be consistent with the terms and conditions of this Lease provided that T.I. Allowance and Broker Commissions shall be prorated and provided further that additional Parking Rights allocated to Tenant shall be based on 4.93 parking stalls for each 1,000 Rental Square Feet of any Expansion Area leased by Tenant. ARTICLE 44. RIGHT OF FIRST REFUSAL After the expiration of the Right of Expansion and provided there is a minimum of 36 months of the lease Term remaining Tenant shall have a one-time right of refusal to lease additional space in the Building subject to the terms of this Article 44. If Landlord desires to lease any available space in the Building during the Term and Landlord has negotiated good faith terms and conditions to lease such space to a bona-fide third party, then Landlord will give Tenant written notice to Tenant's notice address herein of such terms and conditions. Tenant shall have the option, exercisable by notice to Landlord within fifteen (15) business days after receipt of Landlord's notice, to lease such space upon the terms contained in this Lease, provided that additional Parking Rights allocated to Tenant shall be based on 4.93 parking stalls for each 1,000 Rental Square Feet of any additional space leased by Tenant. If Tenant fails to give such notice to Landlord within such fifteen (15) business day period or if Tenant gives Landlord written notice that Tenant does not desire to lease such space upon the terms contained in Landlord's notice, Landlord may lease such space to the bona-fide third party and Tenant shall have no further right of first refusal. Tenant's possession of, and any rent regarding, any space leased from Landlord by Tenant pursuant to this Article will commence on the date agreed to by the bona-fide third party (and as provided for in the notices required to be given by Landlord to Tenant under this Article) and Tenant's occupancy shall occur no later than 90 days after the commencement . Except for T.I. Allowance and Broker Commissions, which shall be prorated, all other provisions of this Lease will be incorporated into the lease for such space between Landlord and Tenant. ARTICLE 45. SIGNAGE Tenant shall be permitted to install at Tenant's expense exterior building signage, parking lot direction signage and Premises entry signage according to Landlord's signage criteria nondiscriminatory and consistently enforced and City ordinances governing placement, size and location of signs. Tenant shall be allowed to place its name on the existing monument signs (as identified on Exhibit F) and on any new monument signs constructed at the Building in the future. Provisions of this section are subject to mutually agreeable design and size and subject to the approval of the Landlord and City of Eden Prairie as the local governing authority. Building standard interior signage will be provided by and installed at Landlord's sole cost and expense. ARTICLE 46. RELOCATION Landlord will have no right to relocate Tenant. 29 ARTICLE 47. ABANDONMENT Going dark shall not be a default as long as Tenant continues to pay Annual Gross Rent and Additional Rent pursuant to this Lease. ARTICLE 48. ARBITRATION Any controversy or claim arising from or relating to this Lease or the breach thereof shall be settled by arbitration administered by the American Arbitration Association under its Arbitration Rules for the Real Estate Industry and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. No award of punitive or exemplary damages may be awarded in any arbitration undertaken pursuant to this Lease. ARTICLE 49. MISCELLANEOUS 49.1 All of the terms and conditions of the Lease, except as herein modified, shall remain in full force and effect. 49.2 This Lease Agreement and the 8100 Mitchell Road, Eden Prairie, Minnesota Building Rules and Regulations represent the full and complete agreement of the parties in connection with the matter described herein. 49.4 Should any provision of this Lease require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation hereof. 49.5 Whenever a party is referenced to, such reference shall be deemed to include and apply to the successors and assigns of such party, and all terms and conditions hereof shall be binding upon and inure to the benefit of Landlord, its successors and assigns, and Tenant, its successors and assigns. 49.6 This Lease may be executed in any number of counterparts, each of which shall be deemed an original,but all of which together shall constitute but one instrument. 49.8 Subject to Landlord's reasonable review and written approval and further subject to a determination by the Eden Prairie Police Department of compatibility with public safety communications equipment, services and frequencies, Tenant shall have the right to install satellite equipment or any other similar equipment or technology serving generally the same purpose on the roof of the Building during the Term at Tenant's expense at no additional rental expense provided such equipment and its installation does not damage the roof or the Building. Tenant shall immediately repair any damage to the roof or Building caused by the installation of the equipment and Tenant shall restore the roof 30 upon the removal of any such equipment as well as any additional communications lines within the Premises and to the roof. 49.9 With respect to this Lease and the Premises, Tenant acknowledges and agrees that it is not now, or upon expiration of the Term of this Lease or the Extended Term, if any (and vacation of the Leased Premises, or any other part of the Building and Land which it may then occupy) will not be, entitled to any relocation assistance, services, payments or benefits, contemplated, described or provided by Minnesota Statutes, Chapter 117, or federal law or any amendment or similar laws relating thereto ("relocation benefits") and, in any event, Tenant waives any right for relocation benefits which it may now, or in the future, have, upon such expiration and vacation. IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be signed, sealed and delivered as of this day of , 2014. [signatures on following page] LANDLORD: City of Eden Prairie By: Its: Mayor By: Its: Manager TENANT: SUPERVALU INC. By Its: 31 EXHIBIT A LAND LEGAL DESCRIPTION That part of the East 1/2 of the Northeast 1/4 of Section 16, Township 116, Range 22, West of the 5th principal meridian, lying Southerly of a line drawn from a point on the East line of the Northeast 1/4 of said section which is distant 1106.50 feet North along said East line from the Southeast corner of said Northeast 1/4 to a point on the West line of the East 1/2 of said Northeast 1/4 which is distant 953.5 feet North along said West line from the Southwest corner of said East 1/2; except the South 298.20 feet of the West 323.90 feet of the East Half of the Northeast Quarter of Section 16, Township 116, Range 22 West of the 5th Principal Meridian, Hennepin County, Minnesota; subject to the rights of way of Scenic Heights Road, Mitchell Road and Technology Drive 32 EXHIBIT B LEASE PREMISES EXPANSION AREAS - ��� N 0. IJ 1 iu -• .. i - , _ .. ...„‘" , Ei.—. , .. -,.: . . . _k.r=. % _ :-,:,-:.v Acc)?If _T—' . ,_ f ,, `f • g 51n Ovoil LL1 Q - Cr Q.i w ,;a 7Wa cl C [Y}SV . I ` — -.- 'V l - to c: ., Z ' 57--\--i,. ..,' . _0.„- .„.- .- --17.N <57: : ' Zz? r zz la e '' Q;. _s i � TBrn��$� p . $ JR z4 2Y. a-2§ • 1 ' tr / _ N L H V il.k v „ - -c>\\L • Y— ' 33 EXHIBIT C - Page 1...._..... . . .:::•• COMMON AREAS ..• . ..- , - I7-, I-4i •- _. s-,_.. .—, .. ...._ i ..-. .m.,1 . Ll t•l4. z 1 ..•. . ,•:.- • . . .. .. • •-.:._,,!,,,n;... . _ r..• . .. ,..., i• I I • I -..li oth .. _ .•• .._ . .. i__._ . . F[it u.: . _. q r :. .-,..1 • . 0 ' — -.L.) -_...i'... .-L.•)P. ,F, •1 -.:. .,- L. •,_ , - .. I . • ..,L,-, :3-, r.:.•j-. ' 1 •••-• .F -:•;-. ....e.-5 .,. 1 . • . -. . -.) ..s..._ ..- 1 ..- ,—T •ri I , . ... —T)--1 i 1 .• i I •i.r.,..i—' I I _.. _ 1 .,.._,__. :1 . .. . .......,_., ., _ . . , ....... c--•;' , _.:.!. - A 1 '.------__;•1 . --• . - r 12 ...e>>:•. '-:: • ..7....7-': .- i -• d Ll ., -., ! . Ln,u..EL.., ._._. -....--. . .. .... t E.L.. _ __ ....., ....... .),/_....../.... ' Lr••' -- ':."-....", .• / ..., .1-: 7 _( . y- •., _ __ i•i LL (J_- . --. k . • 6‘_: ___1 . • . .. .-7/ ,,2-••'!,,,:-. TS ' .- (/,53 • . d ...Z. . ...7 1 "Adll_ . / / ../ .• , la_ z '.... !!_:f :.•-,....,... . •:...: ::,;iL,!:14!i ..-- 7:•-,.`.. 1', . . -A.._ • ,..,.. - .A'f-, . _ .7-... 'T .••,,- F: ih 34 EXHIBIT C - Page 2 COMMON AREAS ---• P,, . . _ I !.:, i i'n ej •• ..,. _. --. •'..J.:' 1' — II I • _. . .NN I I ,=-1 It:::',I..;-•_.."..':-:;:„,'-',..':-:\-•'=-.,-, ...'-'••--:' - •:',C'''l(r) .s. . I .• Li ' 0 -•,-:-'-' i'3: 11 . • .., •-.._.., ,7,k±'7, 11 -: !Tii.. •••••, ..-5 7-..:, '> i .T.LI Z , ': .—;.••, .t.. , ,,-L.„•'•. i ,ai...2 tr.'-- •.1.' . i .... . ..i.‹.L.• ....? :'.i..F -... i -.. i 4 i L .-, i ,- Lb'•. i ..f.---• f" ••7- .:... ...,- i •-•r-.:'.. ., ti ):-..'1-...- iJi ff.--•:,-.7-Li•!: ...... •: '..,' PI / •-u--:;n ....--. ... 7 i a•, i :::•• :.: i •-•.:".:-.L •C''•q-4!',1--,j.s; ..0•:• . L,: , ..., .N. ,. . . .,. ,...--... , .,..-.. I_3 ,.. ,,.... -.,_ ---,-, . .,, 35 EXHIBIT C - Page 3 COMMON AREAS __ .....--- ..J-. .. U_ — • I ..•••• •-.... .•.... -...!.,.' -,E i ... _ :•.. . , 1 Ti....-7 ----:---k'•:-. . "... -±-, •....1. '1 -.:-7-1il-.11.'.` :4-i ' --- , 1 . .,•,..::::::' /.... .• 0.g..,._vii..• :r....r..i,,!.._..l 6 0.,_..__1!4i....-4..;......,::, •. .....-- - -•-:.•7 • ..--...:( • ''di '')''7' 5,,....„. • _ . •, (9< 1...-• l'•-,`°...'-: 'i - 4ri . 0 !I -,,, • I: -,--7.1 - V,,,j-il',-.L.:.:,..-..,,._„ ...1.4%*-k_.,_ ,.-'.:L9--'7';;L:':::: i!;:.- 1-_ ,... .--•-------- -`;-,'''...--2: -" .2"....N.".._ i'X'.-.:51 :.•••.--... '- if ....- —._ \.-:•,,., : 'II '.-L'--'''I:'r.. . 1'''''1. '-'=''=2 •'. ..--7.—±,... ••• 2.--. --- 1 r 1 1111 ... . , F..• . -,... • LN.s.., -, .. M . .„.._ ----.. . . ... .. ... -...._.. .1....,._P ..••' :.:r i 1 V • 4 - . .--#. . • _;- _...., .N.' 4..,•-• /.. -,.t ' •'_ -j.:; , _L k•-, .`0'7; _.... N"---4s...1-- ••..•• _.•L' • .....,__... ,.. - > LA ... ...• rr- ---- ,"—FT.. /... i • ::g tn -..' •c' -..- •1 , __I•. o• ; — f i 36 if 0 /�, 'O,. � ' EXHIBIT D - roi,,kDESIGNATED PARKING AREA o: V:W— ), -- # 00/, - — "Th.''' ' ,Airrillig-1/4. ..,w,d1 .. \—/... •7. 1.•••••• •,*--... )". 2 1. "HC" is a reserved f area not part of the 0—a-----HC "°°"'°M p'°'° 153 Stalls for Tenant AREA A p'`-.,t 153 of 153 Stalls in this Area NOl•%•* -_ ______________L______9Li 1/4 Helliiiiii Illllllll { Iilll4 III �1, �� L. i // fF `: 4 'IWEAREA B Sr r� . -.) a !{ r 1 90 Stalls in this Area r I1 5 rilij Ft lr'rY - J JY i . . ......_____ _____________________ SCENIC 37 EXHIBIT E CBRE COMMISSION AGREEMENT COMMERCIAL REAL ESTATE SERVICES CBRE 4400 West 78th Street Suite 200 Minneapolis, MN 55435 August 20, 2014 952 924 4600 Tel 952 831 8023 Fax www.cbre.com Mr. John McCarthy Cushman & Wakefield/NorthMarq 3500 American Blvd. West, Suite 200 Bloomington, MN 55431 RE: Registration of Supervalu at 8080 Mitchell Road,Eden Prairie,MN Dear John: This letter will acknowledge our formal registration and commission understanding regarding the registration of Supervalu("Company")for the above Property. NOTICE: THE COMMISSION RATE FOR THE SALE,LEASE,RENTAL OR MANAGEMENT OF REAL PROPERTY SHALL BE DETERMINED BETWEEN EACH INDIVIDUAL BROKER AND ITS CLIENT. In the event that The City of Eden Prairie, as fee owner of the Property ("Landlord") enters into a lease with the Company for a portion of the Property(the "Leased Premises"), then Landlord agrees to pay to CBRE a lease commission in the amounts and on the dates set forth in Exhibit A attached (the "Commission"). If the Company leases additional space at Property under the terms of the Expansion Option within the term of the Lease, Landlord shall pay Broker a lease commission on such Expansion space at the same commission rate as set forth in Exhibit A with respect to any expansion office space except that such commission shall be paid 50% upon the execution of the lease amendment documenting such expansion and 50% upon the rent commencement date of the amendment expanding the premises. This provision shall not apply to renewal, ROFR, or ROFO expansions unless Company confirms Broker is their representative of records at time of such event. This registration shall remain in effect for a period up to and including September 1, 2015. If discussions or negotiations continue beyond the registration period or break off but are subsequently reopened,then in either event, registration shall continue for an additional period, not to exceed six (6) months from the aforementioned expiration date. Broker represents and warrants to The City of Eden Prairie and Owner as follows: 38 • Broker is, to the best of Broker's knowledge, after reasonable inquiry, the sole broker representing the Proposed Lessee, with respect to the Lease and that no other broker or person is or will be entitled to any commission for bringing such transaction other than Owner's listing broker This Agreement supersedes and takes the place of any and all previous agreements between the parties hereto relating to the leasing of the Property. Except as otherwise herein provided, any and all amendments, additions, or deletions to this Agreement shall be null and void unless approved by both parties in writing. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Minnesota. This Agreement is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd 7, which is created, collected,received, stored,used,maintained, or disseminated by any party in performing any of the functions of the City during performance of this Agreement is subject to the requirements of the Data Practice Act and each party shall comply with those requirements as if it were a government entity. All subcontracts entered into by any party in relation to this Agreement shall contain similar Data Practices Act compliance language. This Agreement may be executed in multiple counterparts, each of which shall be effective upon delivery and, thereafter, shall be deemed to be an original, and all of which shall be taken as one and the same instrument with the same effect as if each party had signed on the same signature page. This Agreement may be transmitted by electronic mail in portable document format ("pdf') and signatures appearing on electronic mail instruments shall be treated as originals. Please indicate your understanding and acceptance of the aforementioned terms by executing a copy of this letter in the place provided and returning the same to the attention of the undersigned. Sincerely, CBRE,Inc. By: Blake Hastings Managing Director (952) 924-4600 4400 West 78th Street, Suite 200 Minneapolis,MN 55435 Agreed to this day of August,2014: The City of Eden Prairie By: (Printed Name) (Title) 39 (Phone) Address: Exhibit A RATE COMMISSION PAYMENT DATES I Lease Execution Rent Commencement $1.00/rsf/year of lease term* 50%paid 50%paid *Partial year terms shall be prorated, however, subsequent transactions that occur after Company leases their initial space, will take into account Free Rent and not count these months when determining the effective length of lease term. 40 EXHIBIT F EXISTING MONUMENT SIGNS • 2. Li i j • ,r ... s 1, i it' '�., •` - �r .-11 +' '• •- 'r' • Q• '� 1 : ., •'. :ter :. • :; • . '- '. _. ,firF : .4j..:. . Vi — .. -, ‘• . • *,:3-.A. • ....4:ftlyi!7:—.1.'. '''L ..-..,e_. .-L. .4. fmit..e.:0.-..!..:.'.41.:9.:"..:...-:`•ift‘.4 4..- . '. . ..• .• til • .7 i - L''t`�.,''3y '� I ,r{r� �.. �� '4 }' •r`•. s ...[_ I 41 SINE EXHIBIT • 1. • ►^ • s' • ENTRANCE TO PARKING LOT OFF LOCATED IN LOWER PARKING LEVEL TECHNOLOGY DRIVE 4 . : 1146 IViF ,4,,.... {96Eti[ 7 T ry #•Yeti,�-4i III Ili -. '- ' FLIT D CROWNSIGNAGEABOVE MAJN ENTRANCE CORNER OF SCENIC HEIGHTS S MITCHELL RD r .2;' ' ' .Aillt-0:7:'..k.' :. ' . 4 ,• • ' -.. .% -„ .... „.., .".... ..-- .,, , • i . --p- -..ic-i, ..-i ,te. .,,, -.:*,_,. . 4:4 ..e.....,..-,:: . 7, ...„ ._ ... . c.,,,,.. , „ := 1 E Limm:.....,- F CORNER OF TECHNOLOGY DRNE& MAIN ENTRANCE OFF MITCHELL ROAD MITCHELL ROAD cusHHhdiY4f4KERELMORTH11.0.0 I 42 EXHIBIT G RULES AND REGULATIONS OF THE PROJECT Except as otherwise specifically provided in the Lease or any other Exhibits thereto: 1. (a) Tenant shall not inscribe, display,print or affix any sign,placard, banner,picture, advertisement, name or notice on or to any part of the outside or inside of the Building or Land without the written consent of Landlord. Landlord shall have the right to remove any such sign, placard, banner, picture, advertisement, name or notice, unless Landlord has given written consent, without notice to and at the expense of Tenant. Landlord shall not be liable in damages for any such removal. (b) All approved signs or lettering on doors and walls to the Premises shall be printed, painted, affixed or inscribed at the expense of Tenant by a person approved by Landlord in a manner and style acceptable to Landlord. (c) Tenant shall not use any blinds, shades, awnings, or screens in connection with any exterior window or door of the Premises unless approved in writing by Landlord. Tenant shall not use any drape or window covering facing any exterior glass surface visible from outside of the Building, the Tower or the Project other than the standard drape or window covering established by Landlord. Tenant shall not place any bottles,parcels or other articles on the window sills. 2. The sidewalks, halls, vestibules,passages, exits, entrances, elevators, stairways, and Common Areas of the Building shall not be used for the disposal of trash or be obstructed by Tenant or used by Tenant for any purpose other than for ingress to and egress from the Premises. The halls, passages, exits, entrances, elevators, stairways, balconies and roof are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation and interests of the Building and its tenants,provided that nothing herein contained shall be construed to prevent such access to the Premises by persons with whom Tenant normally deals in the ordinary course of Tenant's business unless such persons are engaged in illegal activities. Tenant may not place any items on the balconies of the Building without obtaining Landlord's prior written consent, which may be withheld or given in Landlord's sole discretion. 3. Tenant shall not go upon the roof of the Building. Tenant shall not throw anything out of the doors or windows or down the passageways. Landlord shall have the right to control and operate all Common Areas of the Building (including, without limitation, the Parking Garage, Garden Room, Garden Room Patio, Garden Room Patio, ramps, stairs, and plazas) in the best interests of tenants generally. 4. Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys and access cards for any offices, rooms and toilet rooms which shall have been furnished to Tenant or which Tenant shall have made, and in the event of loss of any keys so furnished, shall pay Landlord therefor. 5. Tenant shall not use the toilet rooms, toilets, urinals, wash bowls, and other plumbing fixtures and similar apparatus for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever(including without limitation any sweepings, rubbish, rags or similar materials) shall be thrown, discarded or disposed of therein and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by Tenant. 43 6. Tenant shall not overload any floor of the Premises. 7. Except as otherwise allowed by Landlord in writing, all routine deliveries (other than by courier personnel) to Tenant's Premises shall be made Monday through Friday between the hours of 7:00 a.m. and 6:00 p.m. and Saturday between the hours of 8:00 a.m. and 12:00 p.m.shall be made through the Tenant's entrance. Tenant shall not use hand trucks or vehicles (other than a wheelchair or similar personal motorized vehicle for an individual) in passenger elevators. Passenger elevators are to be used only for the movement of persons (including mail clerks using push carts and courier personnel so long as they shall not unreasonably interfere with elevator traffic),unless an exception is approved by the Building management office. Tenant shall be solely responsible to have a person present to receive all deliveries made to Tenant and to deliver same from the Premises. Landlord has no responsibility or liability for receiving deliveries. 8. All moving of furniture, bulky packages, cartons, supplies, large quantities of food or beverages, merchandise, freight or equipment of any kind by Tenant into or out of the Building shall be via the Tenant's entrance, unless otherwise directed by Landlord, at such time and in such manner as Landlord shall prescribe. Advance written notice of intent to move such items must be made to the building management office. Any hand trucks or vehicles permitted must be equipped with soft rubber tires and side guards. Tenant is to assume all risks for(i) damage to articles moved; (ii) injury to any persons arising from or related to such movement; or(iii) any damage to Landlord's equipment or property. Landlord will not be liable for any acts of any person(s) engaged in, or any damage or loss to any of said property or person(s) resulting from any act in connection with such movement by or on behalf of Tenant. 9. Landlord shall have the right to prescribe the weight, size and position of heavy equipment brought into the Project and also the times and manner of moving the same in and out of the Project. Safes or other heavy objects shall, if considered necessary by Landlord, stand on a platform of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property from any cause, and all damage done to the Building, the Tower or other areas of the Project by moving or maintaining any such safe or other property shall be repaired at the expense of Tenant. 10. Tenant space that is visible from public areas must be kept neat and clean. All freight elevator lobbies are to be kept neat and clean. Tenant shall not employ any person or persons other than the janitor of Landlord for the purpose of cleaning the Premises unless otherwise agreed to by Landlord. Window cleaning shall be done only by Landlord. 11. Tenant shall not commit any nuisance, or use, keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in any manner offensive or objectionable to Landlord or other occupants of the Project by reason of noise, odors and/or vibrations, or interfere in any way with other tenants or those having business therein. Without limitation to the foregoing, no smoking or other use of tobacco products shall be allowed in any portion of the Premises or the Project. 12. Tenant shall not bring or keep in or about the Premises, the Building, the Tower or other areas of the Project any animals (other than as required for handicapped persons), including without limitation any birds or fish, fish tanks or aquariums. No bicycles shall be brought into or kept in or about the Premises. 13. Neither Tenant nor any other occupant (including without limitation, Tenant's servants, employees, agents, visitors or licensees) shall at any time (i)use or keep in the Premises, the Building, the Tower or other areas of the Project any gasoline or other flammable, explosive or 44 combustible fluid, chemical, gas or substance, except immaterial quantities of normal office products typically found in a first-class office building,provided such products are stored and used in areas approved by Landlord and in accordance with all applicable building and fire codes or other laws; (ii) install any chemical storage tanks in the Premises; or(iii)use any method of heating or air-conditioning other than that supplied by Landlord. 14. Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved by Landlord. The expenses of repairing any damage resulting from a violation of this rule or removal of any floor covering shall be borne by Tenant. 15. Tenant will comply with all security procedures during Normal Business Hours and after hours and on weekends. On Saturdays, Sundays and legal holidays, and on other days between the hours of 6:00 p.m. and 7:00 a.m. the following day, access to the Project or to the halls, corridors, elevators or stairways in the Project, or to the Premises, may be refused unless the person seeking access is known to the person or employee of the Project in charge and has a pass or is properly identified. Any person whose presence in the Project at any time shall, in the sole judgment of Landlord, be prejudicial to the safety, character, reputation and interests of the Project or its tenants may be denied access to the Project or may be ejected therefrom. Landlord may require any person leaving the Project with any package or other object to Exhibit a pass from the tenant from whose premises the package or object is being removed, but the establishment and enforcement of such requirement shall not impose any responsibility on Landlord for the protection of any tenant against the removal of property from the premises of the tenant. The Landlord shall in no case be liable to Tenant for damages for any error with regard to the admission to or exclusion from the Project of any person. In case of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the Project during the continuance of the same by closing of the doors or otherwise, for the safety of the tenants and protection of property in the Project. 16. Tenant shall see that the exterior doors of the Premises are closed when not in use and closed and securely locked before leaving the Project and must observe strict care and caution that all water apparatus are entirely shut off before Tenant or Tenant's employees leave the Project and that all electricity, gas or air shall likewise be carefully shut off, so as to prevent waste or damage. 17. Additional services requested by Tenant shall be attended to only upon application to the building manager at the office of the Project, and employees of Landlord will not perform any work or do anything outside of their regular duties upon such application by Tenant unless under special instructions from Landlord. 18. Tenant shall cooperate with Landlord in obtaining maximum effectiveness of the cooling system by closing the blinds when the sun's rays fall directly on windows of the Premises. Tenant shall not obstruct, alter or in any way impair the efficient operation of Landlord's heating, ventilating and air-conditioning system and shall not place bottles, machines,parcels or other articles on any induction unit enclosure so as to interfere with air flow. Tenant shall not tamper with or change the setting of any thermostats or temperature control valves. Any damage caused by tampering will be repaired at Tenant's expense. Landlord shall adjust thermostats as required to maintain Building standard temperature. 19. Tenant shall cooperate to prevent canvassing, soliciting and peddling within the Project 45 20. The Premises shall in no event be used for manufacturing, storage (except as such storage may be incidental to permitted uses under the Lease), cooking (except in an employee lunchroom on cooking equipment approved by Landlord) or sleeping, lodging or living quarters. 21. Tenant shall not conduct any auction, fire, bankruptcy, going out of business, liquidation or similar sales. 22. Installing of wire or cabling within the Project shall follow all applicable codes and Landlord's reasonable telecommunication rules. 23. Except as may otherwise be agreed in writing by Landlord or Landlord's Antenna Site Manager, Tenant shall not place any radio or television antennae on the roof of the Project or on any exterior part of the Premises or the Project, nor shall Tenant place a microwave or satellite dish or other transmitting device anywhere in the Premises. 24. The exterior walls of the Project shall not be punctured,penetrated or otherwise adversely affected by wall hangings or other improvements or property located in, on or about the Premises. No nails, hooks or screws will be inserted in the exterior walls of the Project without the express written consent of the Landlord. 25. Any alterations, additions or improvements to any premises in the Project shall be of a quality at least equal to building standards per the Tenant Design Manual for the Project in effect from time to time. 26. All contractors invited to perform work within the Project, whether at the direction of Landlord or a Project tenant, shall be required to sign in at the lobby courtesy desk, indicate who they will be working for, describe the scope of services to be performed, provide an estimate of the amount of time required to perform the services, and deposit picture identification in exchange for an authorized contractor identification badge prior to commencing their work. Any contractor found in the Project without an identification badge will be escorted to the lobby courtesy desk to complete the sign-in process. No contractor will be allowed to check out keys from the property management office without presenting an authorized contractor identification badge. Prior to leaving the Project, all contractors shall be required to sign out at the lobby courtesy desk, indicate the status of their work, and return the authorized contractor identification badge in exchange for their identification. Landlord reserves the right to deny access to the Project to any contractor who does not comply with this rule. 27. Tenant shall not permit any of its partners, directors, officers, employees, agents, contractors or invitees to carry,possess or store any firearms or other weapons in any portion of the Project other than strictly in accordance with all Legal Requirements. Landlord reserves the right to rescind any of these rules and regulations and to make such other and further rules and regulations as in its reasonable judgment shall, from time to time, be required for the safety, protection, care and cleanliness of the Building and/or the Project, the operation thereof, the preservation of good order therein and the protection and comfort of the tenants and their agents, employees and invitees. Such rules and regulations, when made and written notice thereof is given to a tenant, shall be binding upon it in like manner as if originally herein prescribed. For purposes of these rules and regulations, the term"Tenant" shall include Tenant and Tenant's employees, agents, licensees, visitors and invitees. 46 CITY COUNCIL AGENDA DATE: SECTION: Report of the City Manager October 7, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: IEM NO.: XIV.B.2. Rick Getschow, Riley Purgatory Bluff Creek Watershed City Manager District Rules Requested Action No requested action at this time. This is an informational update. Synopsis At both the September 2 and September 19 Council meetings, there was a discussion regarding the rulemaking of the Riley Purgatory Bluff Creek Watershed District. Staff plans to provide a brief update on the overall status of the Riley Purgatory Bluff Creek Watershed District rulemaking process at this meeting. CITY COUNCIL AGENDA DATE: SECTION: Report of the Parks and Recreation Director October 7, 2014 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.D.1. Jay Lotthammer, Director, Agreement with Ice Castles LLC to provide Parks and Recreation an ice castle attraction at Miller Park. Requested Action Move to: Authorize entering into a Use Agreement with Ice Castles LLC to provide an ice castle attraction at Miller Park. Synopsis Staff was approached by representatives of Ice Castles, LLC with a request to use a location within the city to construct an ice castle amenity. After several site visits with staff from multiple departments, it was determined that Miller Park could be a suitable and appropriate location. Staff has worked with the City Attorney to construct a Use Agreement that outlines the terms of use and insures proper insurance and indemnification. The base fee that has been negotiated is $2,812.50/month. In addition to the base fee, an additional $2,625.00 for each 10,000 visitors exceeding 40,000 will be collected. An estimate of 50,000—70,000 people from Eden Prairie and around the region are expected to visit the attraction. Background Built by hand and made from ice; this winter amenity includes carved walking paths that lead visitors through towering glacial formations, caverns, archways, and maze-like tunnels. Visitors experience vivid glacial hues by day and nightly displays of illuminated ice. Tickets are purchased and fees are collected by Ice Castles LLC. Some of the locations where these amenities have occurred in the past are; Breckenridge, Colorado; Lincoln,New Hampshire and Midway, Utah. The Ice Castles are outdoors and are made entirely of ice and snow, including the walking surfaces inside the Ice Castle. To construct this amenity, Ice Castles staff starts by"growing"more than 5,000 icicles each day that they harvest and sculpt together. Newly placed icicles are then drenched in freezing water. The blend of icicle placement, changing temperatures, water volume, and wind result in an astonishing variety of ice formations. They repeat this process once or twice a day, depending on temperatures and after a few weeks of growth they can create very large towers, tunnels, archways, caves, caverns, and safe pathways for pedestrian exploration. Continued development of the structures throughout the winter results in an evolving ice masterpiece. Attachments Lease Agreement Photos USE AGREEMENT This Use Agreement ("Agreement") is entered into as of this day of 2014, by Ice Castles, LLC, a limited liability company registered in the State of Utah, licensed to do business in Minnesota, hereinafter referred to as "User" and the City of Eden Prairie, a Minnesota municipal corporation hereinafter referred to as "City." WHEREAS, City is the owner of certain land in Eden Prairie, Minnesota known as Miller Park more particularly described in Exhibit A attached hereto and made a part hereof, together with certain improvements thereon (collectively the"Premises); WHEREAS, User constructs, maintains and operates castle like structures made of water pipes, snow and ice with walking paths inside ("Ice Castles"). User charges visitors a fee to visit the Ice Castles. WHEREAS, User desires to use the Premises to construct, maintain and operate an Ice Castle in the City upon the terms and conditions set forth herein. WHEREAS, City is willing to allow User to construct, maintain and operate an Ice Castle on the Premises in exchange for a share of the revenue and User's compliance with the terms and conditions set forth herein. NOW THEREFORE, in consideration of the promises herein recited and the covenants, conditions and agreements set forth herein User and City agree as follows: 1. USE. City hereby permits User to construct, maintain and operate an Ice Castle on the Premises, for the Term and upon the conditions hereinafter provided. 2. TERM OF USE. User shall be permitted to use the Premises from October 1, 2014 through April 30, 2015. ("Term"). 3. COMPENSATION. User shall pay to the City the following amounts for use of the Premises: 3.1. Base Fee: A base monthly fee ("Base Fee") shall be due as follows: Amount Due: Due Date: $2,812.50 January 15, 2015 $2,812.50 February 15, 2015 $2,812.50 March 15, 2015 $2,812.50 April 15, 2015 3.2. Attendance Fee: In addition to the Base Fee, User shall pay to City an additional $2,625.00 for each 10,000 visitors exceeding 40,000 ("Additional Fee"). On April 15, 2015 User shall provide to City the attendance records and payment of the Additional Fee. 1 4. USE OF PREMISES. User shall use the Premises only for the construction, maintenance and operation of one Ice Castle. User shall have exclusive use of the Premises throughout the Term of this Agreement. User may only permit visitors on the Premises during the following hours: Monday through Sunday from 8:00am— 10:30pm. 5. ACCESS; SNOW PLOWING. User shall be responsible for providing access to the Premises during User's operations. A City street crosses through the Premises and a City parking lot is situated on the Premises. City does plow the City street consistent with the City's standard snow plowing policy. City does not make any warranty or guaranty that the street will be plowed at any given time to allow User to operate on the Premises and its guests and invitees to access the Premises. User may plow or arrange for plowing the Premises and/or the parking lot. If User plows or arranges for plowing any portion of the parking lot, User shall repair any damage done to the Premises or any other City property as provided in paragraph 17. 6. ACCESSIBILITY. User shall comply with all applicable federal, state and local accessibility requirements to ensure access to the Premises and Ice Castle by all persons. 7. SECURITY DEPOSIT. Upon execution of this Agreement, User shall pay to the City a security deposit in the amount of$5,000. The City shall retain the security deposit and may apply the security deposit to any obligations of User under this Agreement including but not limited to damage to Premises or payments due herein. City shall refund any unused portion of the security deposit to User within 60 days of the termination of this Agreement. If City does not return the full deposit amount City shall provide to User an itemized accounting of any amounts withheld, within 60 days of the termination of this Agreement. The City shall retain any interest earned on the security deposit. 8. CONDITION OF PREMISES. The Premises is not designed for the use provided for herein. No representation, statement or warranty, expressed or implied, has been made by or on behalf of the City as to the suitability of the Premises for use as an Ice Castle nor for the condition of the Premises. The taking of possession of the Premises by User shall be conclusive evidence that User accepts the Premises "as is ". In no event shall City be liable for any defect in the Premises. 9. MAINTENANCE OF PREMISES. User shall keep and maintain the Premises and all improvements in a safe, sanitary, and orderly condition, in good repair, and shall restore and yield the same back to City upon the termination of this Agreement in such condition and repair as shall exist at the commencement of this Agreement. User shall not damage or cause waste to the Premises and shall maintain all areas of the Premises in a safe, sanitary, functional and orderly condition at all times, free of refuse and objectionable noises, odors or nuisances. 10. SUPERVISION. User shall be responsible for providing all supervision of User's employees, agents and visitors on the Premises. User shall be responsible for ensuring that all employees, agents and visitors, while using the Premises, follow any and all federal, 2 state and local laws, regulations, ordinances and policies. In addition, User shall be responsible for the safety and behavior of all employees, agents and visitors including but not limited to safety, noise, and objectionable actions. 11. FOOD. User may provide food but all food service must be approved by the Hennepin County Health Department and any applicable County permit must be obtained and a copy provided to the City. 12. SIGNS. User may place signage on and off the Premises advertising its activities on the Premises. All signage must be in compliance with the City Code and ordinances, and be approved in advance by City. 13. ALTERATION OR IMPROVEMENT; LIENS. All structures and equipment installed on the Premises shall be approved in advance by the City and User shall obtain any required permits or licenses, including building permits, necessary for such structures or equipment. Any alterations, additions and improvements which may be made or installed by User shall be removed from the Premises upon the earlier of termination of this Agreement if the Agreement is terminated prior to the end of the Term, or April 30, 2015. If User fails to remove any alterations, additions, improvements, equipment or personal property upon termination of this Agreement, City may remove and dispose of such items in City's sole discretion and use the Security Deposit to reimburse itself for all such costs. If the Security Deposit is not sufficient to pay such costs, City shall invoice User for the costs in excess of the Security Deposit and User shall pay such invoice within 15 days of receipt. User covenants and agrees to keep the Premises and improvements situated thereon free and clear of any and all liens in any way arising out of the use thereof by User and will defend and indemnify and save City harmless from any and all such liens which may arise by reason of alterations or improvements made by User. If any mechanic's lien is filed against any part of the Premises for work claimed to have been done for, or materials claimed to have been furnished to, User, such mechanic's lien shall be discharged by User within ten days thereafter, at User's sole cost and expense,by the payment thereof or by making any deposit required by law. Failure of User to have the lien discharged shall constitute a default under this Agreement. 14. RIGHT TO ENTER. City, its agents and representatives may at any and all reasonable times during the day and night enter to view and inspect the Premises, and to clean and maintain the same, or to make repairs, or to make such improvements or changes in the Premises as City may deem proper. There shall be no diminution of compensation payable to User and User hereby releases City of all liability, claims, losses, suits, damages, and injuries,by reason of inconvenience, annoyance or injury to business on account of any such entry or acts by City, its agents or representatives. 15. ASSIGNMENT OR SUBLET. User shall not sublet the whole or any part of the Premises or assign all or any part of its present interest in this Agreement without first obtaining the written consent of City to any such sublease or assignment, which consent may be withheld in the City's sole discretion. 3 16. DAMAGE. If it is established that any portion of the Premises, surrounding landscape or parking lot is damaged by the act or failure to act of User, its employees, agents, or visitors during the term of this Agreement, beyond normal wear and tear, User shall be responsible to repair the damage in accordance with direction provided by the City. If User fails to repair the damage, City may terminate this Agreement and repair the damage. In such event City may reimburse itself for such expense from the Security Deposit. If the Security Deposit is insufficient City may invoice User for the cost of repairing such damage not covered by the Deposit, which invoice User shall pay within 15 days of receipt. 17. INDEMNIFICATION. User shall assume all risks incident to or in connection with the uses of the Premises and shall be solely responsible for all accidents or injuries of whatever nature or kind to persons or property caused by its operations on the Premises, including plowing as set forth in paragraph 5, and shall indemnify, defend and save harmless City, its officers, agents, employees, contractors and representatives, from any penalties for violation of any law, ordinance or regulation affecting its operations, and from any and all claims, suits, losses, damages or injuries to persons or property of whatsoever kind or nature arising directly or indirectly out of User's uses of the Premises, or resulting from the acts or omissions of User, or any of its agents or employees. 18. INSURANCE. User shall maintain in force during the entire Term of this Agreement the following insurance: 18.1. General liability insurance for both personal injury and property damage, in the amount of$3,000,000. 18.2. A policy or policies insuring the Premises against loss by fire and other perils in the amount of the full insurable value thereof. 18.3. Such insurance as will protect User from claims under the Worker's Compensation Acts and from claims for bodily injury, death, or property damage. All such insurance shall name the City as an additional insured. All such insurance shall be effective under a valid and enforceable policy or policies, with terms acceptable to City, issued by an insurer of recognized responsibility approved by City upon submission of the policy or policies to City at least ten(10) days prior to the effective date or any renewal date as the case may be. 19. TAXES AND UTILITIES. User shall be responsible for and shall pay all the real estate taxes, special assessments, taxes on equipment, furnishings, fixtures and property placed on the Premises, if any, and shall pay promptly any and all utilities used by it on the Premises for the duration of the Term of this Agreement. User shall be permitted to connect to the fire hydrant adjacent to the children's play area on the Premises. User shall be permitted to connect to the power box near the park area. All such connections and use shall comply with all federal, state, and local laws, regulations, and ordinance. 20. DEFAULT AND TERMINATION. Any one of the following events shall constitute an Event of Default: 4 20.1. User shall fail to pay any amount due as herein provided, and such default shall continue for a period of 15 days after the due date therefore; 20.2. User shall violate or fail to perform any of the other conditions, covenants or agreements herein made by User and such default shall continue for 15 days after notice from City; provided, however, that if the nature of such default is such that User can cure the default, but not within fifteen(15) days, then the Event of Default shall be suspended for a period not in excess of thirty(30) additional days so long as User commences cure within fifteen(15) days and thereafter diligently and continuously prosecutes the curing of the default, and so long as continuation of the default does not create material risk to the Premises or to persons using the Premises; 21. Upon any such Event of Default, City shall provide written notice to User detailing the Event of Default. If User fails to cure the Event of Default within the provided time, this Agreement shall automatically terminate. Under no circumstances shall any fees or charges, including prepaid fees, be refunded to User. 22. WAIVER. The failure of the City at any time to require performance of User of any of the provisions hereof shall in no way affect the right of City thereafter to enforce the same, nor shall the waiver by City of any breach of any of the provisions hereof be taken or held to be a waiver of the provision itself. 23. NOTICE. All notices required herein shall be in writing and delivered personally, or by certified mail return receipt to the address as shown below and, if mailed, are effective as of the date of mailing: User: City of Eden Prairie: Ice Castles, Inc. Director of Parks and Recreation 3731 W South Jordan Pkwy 8080 Mitchell Road Ste 102-402 Eden Prairie, MN 55344 South Jordan, UT 84095 24. AUDIT DISCLOSURE AND DATA PRACTICES. Any reports, information, data, etc. given to, or prepared or assembled by User 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 User or other parties relevant to this Agreement are subject to examination by the City and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. This Agreement is subject to the Minnesota Government Data Practice Act, Minnesota Statutes Chapter 13 (Data Practices Act). All government data, as defined in the Data Practices Act Section 13.02, Subd 7, which is created, collected, received, stored, used, maintained, or disseminated by User in performing any of the functions of the City during performance of this Agreement is subject to the requirements of the Data Practice Act and User shall comply with those requirements 5 as if it were a government entity. All subcontracts entered into by User in relation to this Agreement shall contain similar Data Practices Act compliance language. 25. NON-DISCRIMINATION. During the performance of this Agreement, User shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. User shall post in places available to employees and applicants for employment, notices setting forth the provision of this non-discrimination clause and stating that all qualified applicants will receive consideration for employment. User 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. User 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. 26. DAMAGES. In the event of a breach of this Agreement by the City, User shall not be entitled to recover punitive, special or consequential damages or damages for loss of business. 27. ENFORCEMENT. User shall reimburse the City for all costs and expenses, including without limitation, attorneys' fees paid or incurred by the City in connection with the enforcement by the City during the Term of this Agreement or thereafter of any of the rights or remedies of the City under this Agreement. 28. AGREEMENT This Agreement embodies the entire understanding of the parties with respect to the subject matter hereof and shall not be amended or modified except in writing signed by the parties. No representations, warranties, undertakings, or promises, whether oral, implied, written, or otherwise, have been made by either party hereto to the other unless expressly stated in this Agreement or unless mutually agreed to in writing between the parties hereto after the date hereof, and neither party has relied on any verbal representations, agreements, or understandings not expressly set forth herein. This is a Minnesota contract and shall be construed according to the laws of Minnesota. 6 IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year aforesaid. ICE CASTLES,LLC By Its By Its STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, by and , the and , respectively of Ice Castles, LLC, a limited liability company registered in the State of Minnesota, on behalf of the company. Notary Public 7 CITY OF EDEN PRAIRIE Nancy Tyra-Lukens, Mayor Rick Getschow, City Manager STATE OF MINNESOTA ) )ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2014, 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 This Document was drafted by Gregerson, Rosow, Johnson&Nilan Ltd. 1600 Park Building 650 Third Ave. S. Minneapolis, MN 55402 8 Exhibit A • I I --.. " • • e_ -.1 'li-t , - t ram.. I -.sb• '� �: - , . _ 1.-/i- .41-,,;- -fOr- Ilib .! J ... lir- f J\,`� tL ', I I 'I I I ''I I I •,- - a Q-. • F .t — f I �r N. T on ���. +- i-r�M����-- 41 f ile Vti r \ .� .. • .Mil — — . — le I U .. 9 Ice Castle Photos Li. ':4,. . . ...s ,. • ;',,efil •e ., if •' .,• ..,' IL i . . : .. .. 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