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HomeMy WebLinkAboutCity Council - 01/06/2015 AGENDA CITY COUNCIL WORKSHOP & OPEN PODIUM TUESDAY,JANUARY 6, 2015 CITY CENTER 5:00—6:25 PM, HERITAGE ROOMS 6:30—7:00 PM, COUNCIL CHAMBER CITY COUNCIL: Mayor Nancy Tyra-Lukens, Council Members Brad Aho, Sherry Butcher Wickstrom, Kathy Nelson, and Ron Case CITY STAFF: City Manager Rick Getschow, Police Chief Rob Reynolds, Fire Chief George Esbensen, Public Works Director Robert Ellis, Community Development Director Janet Jeremiah, Parks and Recreation Director Jay Lotthammer, Communications Manager Joyce Lorenz, City Attorney Ric Rosow, and Recorder Lorene McWaters Workshop-Heritage Room II I. SOUTHWEST LRT LOCALLY REQUESTED CAPITAL IMPROVMENTS (5:30-6:00) II. 2015 APPOINTMENTS AND SCHEDULE (6:00-6:30) Open Podium - Council Chamber III. OPEN PODIUM IV. ADJOURNMENT AGENDA EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY,JANUARY 6, 2015 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, 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. SWEARING IN OF MAYOR TYRA-LUKENS AND COUNCIL MEMBERS BUTCHER WICKSTROM AND NELSON IV. COUNCIL FORUM INVITATION V. PROCLAMATIONS/PRESENTATIONS VI. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS VII. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, DECEMBER 2, 2014 B. CITY COUNCIL MEETING HELD TUESDAY, DECEMBER 2, 2014 VIII. REPORTS OF ADVISORY BOARDS & COMMISSIONS IX. CONSENT CALENDAR A. CLERK'S LICENSE LIST B. ADOPT RESOLUTION AUTHORIZING CITY OFFICIALS TO TRANSACT BANKING BUSINESS C. ADOPT RESOLUTION DESIGNATING DEPOSITORIES D. ADOPT RESOLUTION AUTHORIZING USE OF FACSIMILE SIGNATURES BY PUBLIC OFFICIALS E. ADOPT RESOLUTION AUTHORIZING TREASURER OR DEPUTY TREASURER TO INVEST CITY OF EDEN PRAIRIE FUNDS CITY COUNCIL AGENDA January 6, 2015 Page 2 F. ADOPT RESOLUTION AUTHORIZING TREASURER OR DEPUTY TREASURER TO MAKE ELECTRONIC FUND TRANSFERS FOR CITY OF EDEN PRAIRIE G. ADOPT RESOLUTION AUTHORIZING PAYMENT OF CERTAIN CLAIMS BY FINANCE DEPARTMENT WITHOUT PRIOR COUNCIL APPROVAL H. ADOPT RESOLUTION ESTABLISHING MEETING DATES AND TIMES FOR CITY BOARDS AND COMMISSIONS FOR 2015 I. APPROVE FIRST AMENDMENT TO LEASE WITH SCHOOL DISTRICT J. ADOPT THE RESOLUTION SUPPORTING ELLIOTT AVIATION'S APPLICATION FOR THE MINNESOTA DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT'S JOB CREATION FUND K. ADOPT RESOLUTION APPROVING SETTLEMENT AGREEMENT REGARDING SPECIAL ASSESSMENT AGAINST 11157 BLUESTEM LANE L. ADOPT RESOLUTION SUPPORTING THE SAFE ROUTES TO SCHOOL GRANT APPLICATION FOR INSTALLATION OF RAILROAD UNDERPASS CONNECTING DUCK LAKE ROAD TO THE EDEN PRAIRIE HIGH SCHOOL M. ADOPT RESOLUTION REAUTHORIZING MEMBERSHIP IN THE 4M FUND X. PUBLIC HEARINGS/MEETINGS A. CABLE FRANCHISE TRANSFER(RESOLUTION) XI. PAYMENT OF CLAIMS XII. ORDINANCES AND RESOLUTIONS XIII. PETITIONS, REQUESTS AND COMMUNICATIONS XIV. APPOINTMENTS A. RESOLUTION DESIGNATING OFFICIAL CITY NEWSPAPER B. RESOLUTION DESIGNATING OFFICIAL MEETING DATES, TIME AND PLACE FOR THE EDEN PRAIRIE CITY COUNCIL IN 2015 AND APPOINTING ACTING MAYOR C. RESOLUTION APPOINTING COMMISSIONERS TO THE EDEN PRAIRIE HOUSING AND REDEVELOPMENT AUTHORITY CITY COUNCIL AGENDA January 6, 2015 Page 3 D. RESOLUTION APPOINTING DIRECTOR AND ALTERNATE DIRECTOR TO THE SUBURBAN RATE AUTHORITY FOR 2015 E. APPOINTMENT OF MAYOR TYRA-LUKENS AS DELEGATE AND COUNCIL MEMBERS AS ALTERNATES TO NATIONAL LEAGUE OF CITIES F. APPOINTMENT OF MAYOR TYRA-LUKENS TO MUNICIPAL LEGISLATIVE COMMISSION G. APPOINTMENT TO SOUTHWEST CABLE COMMISSION H. APPOINTMENT TO EDEN PRAIRIE FOUNDATION I. APPOINTMENT TO I-494 CORRIDOR COMMISSION J. APPOINTMENT TO CITY AND SCHOOL FACILITIES USE TASK FORCE K. APPOINTMENT OF ASSISTANT WEED INSPECTOR L. RESOLUTION APPOINTING MUNICIPAL REPRESENTATIVES TO THE FIRE RELIEF ASSOCIATION BOARD OF TRUSTEES M. SOUTHWEST TRANSIT BOARD CITIZEN REPRESENTATIVE N. SOUTHWEST LRT COMMUNITY ADVISORY COMMITTEE AND BUSINESS ADVISORY COMMITTEE XV. REPORTS A. REPORTS OF COUNCIL MEMBERS B. REPORT OF CITY MANAGER 1. Award Contract for Financial Advisory Services to Ehlers 2. Board and Commission Recruitment Process C. REPORT OF THE COMMUNITY DEVELOPMENT DIRECTOR D. REPORT OF PARKS AND RECREATION DIRECTOR E. REPORT OF PUBLIC WORKS DIRECTOR F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY CITY COUNCIL AGENDA January 6, 2015 Page 4 XVI. OTHER BUSINESS XVII. ADJOURNMENT ANNOTATED AGENDA DATE: December January 6, 2015 TO: Mayor and City Council FROM: Rick Getschow, City Manager RE: City Council Meeting for Tuesday, January 6, 2015 TUESDAY,JANUARY 6, 2015 7:00 PM, COUNCIL CHAMBER I. CALL THE MEETING TO ORDER II. PLEDGE OF ALLEGIANCE III. SWEARING IN OF MAYOR TYRA-LUKENS AND COUNCIL MEMBERS BUTCHER WICKSTROM AND NELSON The City Attorney will swear in Mayor Tyra-Lukens and Council Members Nelson and Butcher Wickstrom. IV. 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. V. PROCLAMATIONS /PRESENTATIONS VI. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS MOTION: Move to approve the agenda. VII. MINUTES MOTION: Move to approve the following City Council minutes: A. COUNCIL WORKSHOP HELD TUESDAY,DECEMBER 2, 2014 B. CITY COUNCIL MEETING HELD TUESDAY,DECEMBER 2, 2014 VIII. REPORTS OF ADVISORY BOARDS & COMMISSIONS IX. CONSENT CALENDAR MOTION: Move approval of items A-M on the Consent Calendar. ANNOTATED AGENDA January 6,2015 Page 2 A. CLERK'S LICENSE LIST B. ADOPT RESOLUTION AUTHORIZING CITY OFFICIALS TO TRANSACT BANKING BUSINESS C. ADOPT RESOLUTION DESIGNATING DEPOSITORIES D. ADOPT RESOLUTION AUTHORIZING USE OF FACSIMILE SIGNATURES BY PUBLIC OFFICIALS E. ADOPT RESOLUTION AUTHORIZING TREASURER OR DEPUTY TREASURER TO INVEST CITY OF EDEN PRAIRIE FUNDS F. ADOPT RESOLUTION AUTHORIZING TREASURER OR DEPUTY TREASURER TO MAKE ELECTRONIC FUND TRANSFERS FOR CITY OF EDEN PRAIRIE G. ADOPT RESOLUTION AUTHORIZING PAYMENT OF CERTAIN CLAIMS BY FINANCE DEPARTMENT WITHOUT PRIOR COUNCIL APPROVAL H. ADOPT RESOLUTION ESTABLISHING MEETING DATES AND TIMES FOR CITY BOARDS AND COMMISSIONS FOR 2015 I. APPROVE FIRST AMENDMENT TO LEASE WITH SCHOOL DISTRICT J. ADOPT THE RESOLUTION SUPPORTING ELLIOTT AVIATION'S APPLICATION FOR THE MINNESOTA DEPARTMENT OF EMPLOYMENT AND ECONOMIC DEVELOPMENT'S JOB CREATION FUND K. ADOPT RESOLUTION APPROVING SETTLEMENT AGREEMENT REGARDING SPECIAL ASSESSMENT AGAINST 11157 BLUESTEM LANE L. ADOPT RESOLUTION SUPPORTING THE SAFE ROUTES TO SCHOOL GRANT APPLICATION FOR INSTALLATION OF RAILROAD UNDERPASS CONNECTING DUCK LAKE ROAD TO THE EDEN PRAIRIE HIGH SCHOOL M. ADOPT RESOLUTION REAUTHORIZING MEMBERSHIP IN THE 4M FUND X. PUBLIC HEARINGS /MEETINGS A. CABLE FRANCHISE TRANSFER(RESOLUTION) Synopsis: The City of Eden Prairie is a member of the Southwest Suburban Cable Commission ("Commission") along with the cities of Edina, Hopkins, Minnetonka and Richfield. In August 2012 each member city renewed a cable television franchise to Comcast to provide cable service within its city limits ("Franchise"). ANNOTATED AGENDA January 6,2015 Page 3 Comcast has proposed to transfer of the Franchise and cable system to Midwest Cable, Inc. ("Midwest Cable"). After close of the proposed transfer the name of the operator will change to GreatLand Connections, Inc. The Commission retained the services of Moss & Barnett as legal counsel for review of this proposed transfer. Moss &Barnett has submitted a detailed report regarding the proposed transfer that is attached("Transfer Report"). The application for the transfer of the Franchise requires written consent from the City after examination of the legal, technical and financial qualifications of Midwest Cable and following the conduct of a public hearing. Based on the above mentioned criteria and limited strictly to the financial information analyzed and described in the Transfer Report, the Commission does not believe that the transfer can reasonably be denied based on the information at hand. The 2012 Franchise provides a term of 10 years. Under provisions of the Franchise Comcast is authorized to construct operate, maintain and reconstruct the cable system within the City limits and within its rights-of-way. Midwest Cable will be responsible for all existing franchise agreement provisions if the proposed transfer is approved. MOTION: Move to adopt the Resolution approving the transfer of the cable franchise and change of control of the grantee. XI. PAYMENT OF CLAIMS XII. ORDINANCES AND RESOLUTIONS XIII. PETITIONS,REQUESTS AND COMMUNICATIONS XIV. APPOINTMENTS A. RESOLUTION DESIGNATING OFFICIAL CITY NEWSPAPER Synopsis: This designation is required on an annual basis. The City Attorney determined both newspapers appear qualified under the statue. The Eden Prairie News has been the official newspaper since 2008 and for 27 years prior to 2003. The Sun-Current had been the official newspaper from 2003 through 2007. MOTION: Move to adopt Resolution designating the Eden Prairie as the official City newspaper for the year 2014. B. RESOLUTION DESIGNATING OFFICIAL MEETING DATES, TIME AND PLACE FOR THE EDEN PRAIRIE CITY COUNCIL IN 2015 AND APPOINTING ACTING MAYOR Synopsis: This resolution requires approval on an annual basis MOTION: Move to adopt Resolution designating the official meeting ANNOTATED AGENDA January 6, 2015 Page 4 dates, time and place for the City of Eden Prairie Council in 2015 and appointing Councilmember Case the Acting Mayor. C. RESOLUTION APPOINTING COMMISSIONERS TO THE EDEN PRAIRIE HOUSING AND REDEVELOPMENT AUTHORITY Synopsis: This appointment requires approval on an annual basis. MOTION: Move to adopt the resolution appointing City Council Members to serve as Commissioners for the Eden Prairie Housing and Redevelopment Authority; and appointing Nancy Tyra-Lukens as Chair; Rick Getschow as Executive Director and Council Member Nelson as Secretary for calendar year 2015. D. RESOLUTION APPOINTING DIRECTOR AND ALTERNATE DIRECTOR TO THE SUBURBAN RATE AUTHORITY FOR 2015 Synopsis: This resolution requires approval on an annual basis. Public Works Director Robert Ellis served as the Director and Council Member Ron Case served as the alternate to the Suburban Rate Authority in 2014. MOTION: Move to adopt Resolution designating Robert Ellis as the Director and Council Member Case as the Alternate Director to the Suburban Rate Authority. E. APPOINTMENT OF MAYOR TYRA-LUKENS AS DELEGATE AND COUNCIL MEMBERS AS ALTERNATES TO NATIONAL LEAGUE OF CITIES Synopsis: This appointment is approved on an annual basis. MOTION: Move to approve appointment of the Mayor as Delegate and Council Members as Alternates to the National League of Cities. F. APPOINTMENT OF MAYOR TYRA-LUKENS TO MUNICIPAL LEGISLATIVE COMMISSION Synopsis: This appointment is approved on an annual basis. MOTION: Move to approve appointment of the Mayor to the Municipal Legislative Commission. ANNOTATED AGENDA January 6,2015 Page 5 G. APPOINTMENT TO SOUTHWEST CABLE COMMISSION Synopsis: This appointment is approved on an annual basis. Council Member Case served on the Southwest Cable Commission in 2014. MOTION: Move to approve appointment of Council Member Case to the Southwest Cable Commission. H. APPOINTMENT TO EDEN PRAIRIE FOUNDATION Synopsis: This appointment is approved on an annual basis. Council Member Nelson has served on the Eden Prairie Foundation since 2008. MOTION: Move to approve appointment of Council Member Nelson to the Eden Prairie Foundation. I. APPOINTMENT TO I-494 CORRIDOR COMMISSION Synopsis: This appointment is approved on an annual basis. Councilmember Aho has served on the I-494 Corridor Commission from 2005 to 2014. MOTION: Move to approve appointment of Council Member Aho to the 1-494 Corridor Commission. J. APPOINTMENT TO CITY AND SCHOOL FACILITIES USE TASK FORCE Synopsis: This appointment is approved on an annual basis. Council Member Butcher Wickstrom has served on the City and School Facilities Use Task Force since 2012. MOTION: Move to approve appointment of Council Member Butcher to the City and School Facilities Use Task Force. K. APPOINTMENT OF ASSISTANT WEED INSPECTOR Synopsis: Each year the City of Eden Prairie is requested to appoint an Assistant Weed Inspector for the City under the requirements of Minnesota Statutes, Chapter 18.80 and 18.81. The responsibility of the Assistant Weed Inspector is to enforce the local and state weed ordinances. Jeff Cordes has been doing this inspection work for the past several years, and he is familiar with the City ordinance and state law. Under State Statute, the Mayor is the City Weed Inspector and appointment of an Assistant Weed Inspector thereby relieves the Mayor or City Council of those duties as required by Minnesota State Statute. MOTION: Move to appoint Jeff Cordes as Assistant Weed Inspector for the City of Eden Prairie. ANNOTATED AGENDA January 6,2015 Page 6 L. RESOLUTION APPOINTING MUNICIPAL REPRESENTATIVES TO THE FIRE RELIEF ASSOCIATION BOARD OF TRUSTEES Synopsis: State statute states that three municipal trustees are to be appointed to the fire relief association. They must be: • One elected municipal official and one elected or appointed municipal official who are designated as municipal representatives by the municipal governing board annually • The chief of the municipal fire department Council Member Ron Case and Finance Manager Sue Kotchevar have served on the Fire Relief Association since 2012. The appointment of the Fire Chief is automatic according to statute. MOTION: Move to adopt the resolution appointing Sue Kotchevar and Council Member Case to the Eden Prairie Fire Relief Association. M. SOUTHWEST TRANSIT BOARD CITIZEN REPRESENTATIVE Synopsis: It is necessary for the City Council to appoint a Citizen Representative for a three-year term to end December 31, 2016. Council Member Aho has served in this position since 2012. MOTION: Move to appoint Council Member Aho to the Southwest Metro Transit Board as the Eden Prairie Citizen Representative for a three-year term to end December 31, 2016. N. SOUTHWEST LRT COMMUNITY ADVISORY COMMITTEE AND BUSINESS ADVISORY COMMITTEE Synopsis: The Community Advisory Committee (CAC) and Business Advisory Committee (BAC) appointments are for 2015 through 2016. The committees will meet monthly to discuss issues arising during the LRT advanced design and first year of construction. Each city on the line has as many CAC representatives as there are stations in their city; therefore, Eden Prairie has five appointments. The BAC has two representatives from each city and one spot for a Chamber member(3 total per city). The Eden Prairie CAC member appointees are: - Sana Elassar, Human Rights and Diversity Commission - Andrew Pieper, Planning Commission - Charles Weber, Planning Commission - Jeff Strate, Community Member The Eden Prairie BAC member appointees are: - Mark Gustafson, Emerson Rosemount-Emerson - Rick Weiblen, Liberty Property Trust ANNOTATED AGENDA January 6,2015 Page 7 MOTION: Move to appoint Sana Elassar, Andrew Pieper, Jeff Strate and Charles Weber as Eden Prairie representatives to the Southwest LRT Community Advisory Committee and Mark Gustafson and Rick Weiblen as Eden Prairie Representatives to the Business Advisory Committee. XV. REPORTS A. REPORTS OF COUNCIL MEMBERS B. REPORT OF CITY MANAGER 1. Award Contract for Financial Advisory Services to Ehlers Synopsis: The City completed a request for proposal (RFP)process to select a financial advisory firm to provide services as it relates to debt issuance, economic and housing development and redevelopment, and annual tax increment financing reporting. This is the first time the City has completed an RFP process for these services. Periodically conducting an RFP process for financial advisory services is a recommended best practice. The RFP was sent to the following four firms: the PFM Group,Northland Securities Inc., Springsted Incorporated, and Ehlers. All four firms were interviewed by a staff committee consisting of the following employees: Rick Getschow, Janet Jeremiah, Dave Lindahl, Molly Koivumaki, Sue Kotchevar, and Tammy Wilson. The firms presented information on their experience as it relates to debt issuance, economic and housing development and redevelopment, and annual tax increment financing reporting. While all the firms are qualified to provide services to the City, the committee agreed that Ehlers is the best match for the City of Eden Prairie. Reasons for the decision include the following: • The financial advisors have a strong balance of bond work, tax increment financing, and development expertise, the team assigned to Eden Prairie has substantial experience • They are on the front line of bond law and regulatory action, An Ehlers staff member sits on the Municipal Securities Rulemaking Board, which regulates firms that engage in municipal securities and advisory activities. • Ehlers has a large client base of TIF reporting, Ehlers completes annual TIF reports for over 380 districts • Ehlers has a broad range of experience with similar cities as Eden Prairie including the following cities: Woodbury, Plymouth, Chanhassen, Edina, Brooklyn Park, and Coon Rapids ANNOTATED AGENDA January 6, 2015 Page 8 Fees for all firms were very comparable and are paid as part of the projects they assist with so there is no direct budget impact to the City. MOTION: Move to award contract for financial advisory services to Ehlers. 2. Board and Commission Recruitment Process Synopsis: The Board and Commission process typically begins in early January and wraps up with new member orientation in March. Staff proposes the following scheduled for 2015 recruitment: January 12 Application process opens February 6 Application deadline February 24 Commission candidate interviews March 3 Council appoints commissioners Late March Commission orientation MOTION: Move to approve the timeline for recruitment of Board and Commission candidates and set February 24 as the date for commission interviews. C. REPORT OF THE COMMUNITY DEVELOPMENT DIRECTOR D. REPORT OF PARKS AND RECREATION DIRECTOR E. REPORT OF PUBLIC WORKS DIRECTOR F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XVI. OTHER BUSINESS XVII. ADJOURNMENT MOTION: Move to adjourn the City Council meeting. ITEM NO.: VII.A. UNAPPROVED MINUTES CITY COUNCIL WORKSHOP & OPEN PODIUM TUESDAY,DECEMBER 2, 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 Workshop-Heritage Room II I. LEGISLATIVE UPDATE Getschow said all of Eden Prairie's legislative Representatives and Senators (Senators Hann and Franzen, and Representatives Loon, Selcer and Rosenthal)were invited to tonight's workshop. Loon and Rosenthal were not able to attend. (Hann joined the meeting at 6:00 p.m.) Getschow said this annual get-together is an opportunity for the City Council to let legislators know what is on its mind and for legislators to provide updates and perspectives. Getschow reviewed a handout listing legislative issues of particular importance to Eden Prairie. He said the document is based on one prepared by the Municipal Legislative Commission, of which Eden Prairie is a member. The issues fall into three main areas: • Promotion of accountability and transparency in the state/local fiscal relationship • Investment in job retention and growth • Support of local government policies and promotion of fairness and equity Getschow said the City continues to advocate for direct relief to individual taxpayers rather than continuation of the fiscal disparities program. Mayor Tyra-Lukens said there is never enough money for transportation. She asked for the legislators' input on how the state might allocate money in 2015, particularly for the Southwest LRT project. Franzen said she serves on the Transportation Committee, and a major focus will be on developing a package that the Republican caucus will support. She said transportation funding often becomes a rural versus metro issue, and it is always a challenge to come up with a package that is fair to everyone. Selcer said she has always been a champion of LRT. With the new majority in the house they will have to find a way to reach across the aisle and find compromises. She said it is important for cities to communicate City Council Workshop Minutes December 2, 2014 Page 2 transportation needs to the business community so they can get on board for funding projects. Franzen said she is pushing for funding for Highway 62. She said a third lane from Richfield to Eden Prairie would be easy solution to the increased traffic from the Optum campus. Hann said there is consensus that more money needs to be put toward sustaining infrastructure,but the debate is about how much money LRT will get. He said he is not enthusiastic about LRT if it results in neglect of our current infrastructure. Both Franzen and Selcer said the look of this year's bonding bill will be dependent on the state financial forecast, which will be released in February. They expect there will be modest surplus. Selcer said she strongly believes it is fiscally prudent to build up reserves. Tyra-Lukens asked if the legislators expect to see any movement from no excuse absentee voting to early voting. She said many people confuse no excuse absentee voting with early voting; however, the process for absentee voting involves more than 40 steps, while early voting is much simpler and requires only four steps. Franzen said she would be supportive of a move to early voting. Nelson said no excuse absentee voting has been a good first step toward early voting. Hann said he is not opposed to early voting; however, he is not sure how much of a priority it will be during this session. Nelson said Eden Prairie puts a lot of money toward fiscal disparities, and she thinks that when buildings reach a certain age the City should be given a pass on paying on them. Franzen said she also serves on the Health and Human Services Finance Committee. She said it is likely that MNSure will require modifications. She said she has long advocated for more technical and financial expertise on the MNSure board. She said she is also very concerned about the end of life debate and honoring choices, as well as funding for early childhood education. Hann said higher education costs should not be running ahead of what people can afford. Selcer asked if the City anticipates water supply issues like those seen by some of the northern suburbs. Ellis said the City has drilled two observation wells to monitor aquifer levels, and staff has found that the water level is staying at the same year round. He said the Minnesota River is an untapped resource that can be used if the City experiences problems down the road. Franzen asked for the City's opinion of Sunday liquor sales. Getschow said City staff believes that Sunday sales would simply result in spreading six days of sales over seven days. There would be an increase in expenses without a corresponding increase in profits. Hann said he was contacted by a constituent who lives in Eden Prairie and is distraught about "guns being shot in back yards" during the deer management program. Getschow confirmed City Council Workshop Minutes December 2, 2014 Page 3 that the deer management program, which involves sharpshooters with police escorts, is currently underway. He said it is possible that gun shots can be heard from residences. He said silencers are not allowed per state statute, and that the City has approached legislators in past years about getting this regulation changed. Open Podium - Council Chamber II. OPEN PODIUM III. ADJOURNMENT ITEM NO.: VII.B. UNAPPROVED MINUTES EDEN PRAIRIE CITY COUNCIL MEETING TUESDAY,DECEMBER 2, 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 Aho was absent. II. PLEDGE OF ALLEGIANCE III. OPEN PODIUM INVITATION IV. PROCLAMATIONS/PRESENTATIONS A. DONATION FOR EDEN PRAIRIE PLAYERS (Resolution 2014-113) Lotthammer thanked Andy Turner for his $400 cash donation to purchase technical equipment for the Eden Prairie Players. MOTION: Case moved, seconded by Butcher Wickstrom, to adopt Resolution 2014-113 accepting the donation of$400 from Andy Turner for the Eden Prairie Players discretionary fund to be used for technical aspects. Motion carried 4-0. V. APPROVAL OF AGENDA AND OTHER ITEMS OF BUSINESS Getschow said there are replacement items on goldenrod paper for Items VIII.K and VIII.L. Item VIII.N on goldenrod paper should be added to the Consent Agenda. MOTION: Nelson moved, seconded by Butcher Wickstrom, to approve the agenda as amended. Motion carried 4-0. VI. MINUTES A. COUNCIL WORKSHOP HELD TUESDAY, NOVEMBER 18, 2014 MOTION: Case moved, seconded by Butcher Wickstrom, to approve the minutes of the Council workshop held Tuesday,November 18, 2014, as published. Motion carried 4-0. B. CITY COUNCIL MEETING HELD TUESDAY, NOVEMBER 18, 2014 MOTION: Butcher Wickstrom moved, seconded by Case, to approve the minutes of the City Council meeting held Tuesday,November 18, 2014, as published. Motion carried 4-0. VII. REPORTS OF ADVISORY BOARDS & COMMISSIONS VIII. CONSENT CALENDAR A. CLERK'S LICENSE LIST B. APPROVE SECOND READING OF ORDINANCE NO. 24-2014 AMENDING CITY CODE CHAPTER 5,RELATING TO PROHIBITING SAMPLING OF TOBACCO-RELATED PRODUCTS C. AWARD CONTRACT FOR PURCHASE OF POLICE VIDEO AND AUDIO SYSTEM TO WATCHGUARD VIDEO D. APPROVE AMENDMENT TO EMPLOYEE INTERCHANGE AGREEMENT WITH METROPOLITAN COUNCIL FOR THE SOUTHWEST LIGHT RAIL TRANSIT PROJECT E. AWARD CONTRACTS FOR WATER TREATMENT CHEMICALS FOR 2015 F. AWARD 2015 CONTRACT FOR LIME RESIDUALS HAULING AND DISPOSAL TO MOELTER GRAIN INC. G. DECLARE USED VEHICLES AS SURPLUS AND AUTHORIZE DISPOSAL H. APPROVE PURCHASE OF REPLACEMENT VEHICLES AND EQUIPMENT I. AWARD CONTRACT TO ELECTRICAL INSTALLATION AND MAINTENANCE FOR REPLACEMENT OF VARIABLE FREQUENCY DRIVE ON HIGH SERVICE PUMPS 6 AND 7 AT THE WATER TREATMENT PLANT J. APPROVE PURCHASE OF 11 NEW HP LAPTOPS FOR THE UTILITIES DIVISION K. ADOPT RESOLUTION NO. 2014-118 SETTING A PUBLIC HEARING FOR TUESDAY,JANUARY 20, 2014,REGARDING MODIFICATION OF TIF DISTRICT 16 AND RELATED TIF DISTRICT INFORMATION L. ADOPT RESOLUTION No. 2014-119 SETTING A PUBLIC HEARING FOR TUESDAY,JANUARY 20, 2014,REGARDING MODIFICATION OF TIF DISTRICT 17 AND RELATED TIF DISTRICT INFORMATION M. SET PUBLIC HEARING FOR TUESDAY,JANUARY 6, 2015, REGARDING THE TRANSFER OF THE COMCAST CABLE FRANCHISE TO MIDWEST CABLE N. APPROVE THE SALE OF THE 2002 100' MID-MOUNT E-ONE ARIAL PLATFORM TRUCK TO THE CITY OF PINE ISLAND,MINNESOTA MOTION: Nelson moved, seconded by Butcher Wickstrom, to approve Items A- N of the Consent Calendar. Motion carried 4-0. IX. PUBLIC HEARINGS/MEETINGS A. ALLOCATION OF 2014 COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS TO THE PROP SHOP FOR ACQUISITION OF A STORAGE FACILITY Getschow said this item is a request to allocate $50,000 of Community Block Grant Funds for the acquisition of a storage facility for the Prop Shop. He said an opportunity arose for the non-profit agency, Prop Shop, to purchase a building near their current location to expand and improve their program. They are looking for assistance from the City to help with the down payment on that building. Cindy Eddy, Executive Director of the Prop Shop, said the number of people they serve continues to increase, and to date they have helped about 7500 people. The second building would be used for storage and as a furniture showroom for the families they serve. There were no comments from the audience. MOTION: Butcher Wickstrom moved, seconded by Nelson, to close the public hearing and to approve the grant agreement with the Prop Shop to allocate $50,000 in Community Development Block Grant funds for acquisition of a property at 14770 Martin Drive to be used as a large item storage warehouse. Motion carried 4-0. B. FIRST AND SECOND READINGS OF ORDINANCE NO. 25-2014 UPDATING FEE SCHEDULE FOR ADMINISTRATION OF OFFICIAL CONTROLS AND RESOLUTION NO. 2014-114 APPROVING PUBLICATION OF SUMMARY ORDINANCE Getschow said the next two items are public hearings related to updating our fee schedules. The first item deals with fees that are established by ordinance, such as those related to zoning, subdivision controls, site plan regulations, sanitary codes, building codes and official maps. He noted the changes are well within the range of inflation. There were no comments from the audience. Case asked if first and second reading required a unanimous vote of those present and not of the entire City Council. Rosow said that was correct. MOTION: Case moved, seconded by Butcher Wickstrom, to close the public hearing and to approve first and second readings of Ordinance No. 25-2014 updating the Fee Schedule for Administration of Official Controls and to adopt Resolution No. 2014-114 approving the Summary for Publication. Motion carried 4-0. C. RESOLUTION NO. 2014-115 UPDATING THE FEE SCHEDULE FOR CITY SERVICES Getschow said this item covers fees for City services that are not covered by ordinance. He noted we do not have to hold a public hearing for these fees, but we have customarily held one. There were no comments from the audience. MOTION: Butcher Wickstrom moved, seconded by Nelson, to close the public hearing and to adopt the 2015 Fee Resolution No. 2014-115. Motion carried 4-0. D. 2015 BUDGET Tammy Wilson, Finance Supervisor, gave an overview of the 2015 budget. She said the total proposed budget, including the General Fund, debt service and capital improvement budgets, is $44,337,935 or a 1.9% increase. She reviewed the General Fund revenues and expenditures, the capital improvement budget and expenditures, the debt summary and the tax impact of the total property tax levy. Getschow noted we are in the second year of a two-year budget. During 2014 there have been many budget sessions and workshops to establish goals for the City's budget. He reviewed the goals set, including goals to keep Eden Prairie a premier place in which to live and do business. He noted public safety is critical and the City plans to continue to maintain or enhance service levels. He said there is a high level of employee morale, as evidenced by Eden Prairie's recognition as the "Best Work Place" during 2014. There are plans to make Eden Prairie services a 24/7 operation. Another goal about energy savings will need to be established now that the 20-40-15 program is reaching its end. He reviewed a comparison of Eden Prairie's city tax rates with other League of Minnesota Cities with comparable demographics. The comparison showed Eden Prairie with the third lowest city tax rate. He said Eden Prairie continues to deliver a high level of service at a very reasonable price. We do not rely on any local government aid as many other cities do. He noted Eden Prairie is the second largest contributor to the Fiscal Disparities program for commercial properties. There were no comments from the audience. MOTION: Case moved, seconded by Nelson to close the public hearing. Motion carried 4-0. 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 Butcher Wickstrom, 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 1. Resolution No. 2014-116 Certifying the 2014 Property Tax Levy, Adopting the 2014 Budget, and Consenting and Approving the 2014 HRA Tax Levy Nelson thanked Mr. Getschow and City staff for continuing to work to come up with innovations and for providing a budget that keeps our services while keeping our taxes very reasonable. Case said the budget has been a long work in progress over the past year. He believed the budget is very important and reflects our values as a city and as a City Council. Butcher Wickstrom said all the Council Members appreciate the efficiencies and innovations that are coming forward from staff. MOTION: Nelson moved, seconded by Butcher Wickstrom, to adopt Resolution No. 2014-116 certifying the 2015 Property Tax levy to be $33,792,311; to approve the 2015 Budget of$44,337,935 as reviewed by the Council; and to consent and approve the HRA tax levy and budget of $200,000. Motion carried 4-0. 2. Resolution No. 2014-117 Approving the 2015 to 2024 Capital Improvement Plan Getschow said every other year, after deliberation, the City Council approves a ten-year Capital Improvement Plan(CIP). Sue Kotchevar, Finance Director, gave an overview of the ten-year CIP. She reviewed the objectives of the CIP and noted the CIP includes projects valued at $25,000 or more. Projects totaling $267,000,000 are planned through 2024 and include projects for Engineering and Public Works, Parks and Recreation, Community Development. She noted the City has received an Aaa rating from Moody's since 2003, which enables us to borrow at the lowest possible rate. This year the City was also recognized by Standard & Poor's with an AAA rating. MOTION: Case moved, seconded by Butcher Wickstrom, to adopt Resolution No. 2014-117 approving the 2015 to 2024 Capital Improvement Plan. Motion carried 4-0. C. REPORT OF THE COMMUNITY DEVELOPMENT DIRECTOR D. REPORT OF PARKS AND RECREATION DIRECTOR 1. Aquatics Expansion Update Lotthammer gave an overview of what has taken place with the aquatics expansion thus far, including photos of the construction progress since the project was started in the summer. He said there are walls in the expansion area that would be excellent locations for public art and showed samples of possible art work. Staff is working with Team Foxjet and Mercury Mosaics to develop a donor appreciation wall that would recognize different levels of individual donations. He said Phase One of the facility is on schedule to open in June, with Phase 2 to open by the end of 2015. Nelson asked where an individual would go to purchase one of the tiles for the donor appreciation wall. Lotthammer said that project is just getting started. There is information on the Foxjet website, so tiles can be purchased online. Team Foxjet also plans to do a door-to-door solicitation. 2. Approval of Professional Services Agreement with Mercury Mosaics for Community Center Aquatics Expansion Donor Appreciation Wall MOTION: Case moved, seconded by Butcher Wickstrom, to approve the $20,000 professional service agreement for Mercury Mosaics to design, fabricate and install a donor appreciation wall in the Community Center Aquatics expansion. Motion carried 4-0. E. REPORT OF PUBLIC WORKS DIRECTOR 1. Approval of the Pedestrian and Bicycle Plan Ellis noted he gave an overview of the City's Pedestrian and Bicycle Plan at the November 18 City Council meeting. He said the plan has since been amended to include suggestions given by Council Members at that meeting. There has been a very good response from the general public. The plan will provide a good guide for Eden Prairie's infrastructure into the future. MOTION: Butcher Wickstrom moved, seconded by Nelson to approve the City of Eden Prairie Pedestrian and Bicycle Plan. Motion carried 4-0. F. REPORT OF POLICE CHIEF G. REPORT OF FIRE CHIEF H. REPORT OF CITY ATTORNEY XV. OTHER BUSINESS XVI. ADJOURNMENT MOTION: Butcher Wickstrom moved, seconded by Case, to adjourn the meeting. Motion carried 4-0. Mayor Tyra-Lukens adjourned the meeting at 8:14 PM. CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.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 Raffle 2015 Renewal Licenses Organization: Foundation for Eden Prairie Schools Precious Metal Dealer Place: MN Vikings Fieldhouse Gold Money Express LLC 9520 Viking Drive DBA: Gold Money Express Date: February 21, 2015 Marquis Jewelers, Inc Temporary Liquor DBA: Wedding Day Diamonds Organization: Foundation for Eden Prairie Schools Commercial Kennel Event: Taste of Eden Prairie Zieman LLC Date: February 21, 2015 DBA: Anderson Lakes Animal Hospital Place: MN Viking Field House 9520 Viking Drive Hound Dog Pet Hotel Temporary Liquor Kingdale Kennels, Inc Organization: Church of PAx Christi PetSmart, Inc#458 Event: Annual Cana Dinner DBA: PetsHotel Date: February 7, 2015 Place: Pax Christi Social Hall 12100 Pioneer Trail Private Kennel Mary Lou Carlson Amendment to Liquor License Andrew & Cindy Costigan 2AM Closing Permit—Renewal with Name Change Kimberly Donahue PBEP— SANDERS LLC Kurtis &Melanie Humfeld (Formerly: IESANDERS, LLC) DBA: Panino Brothers Dale & Connie Lundtvedt 8335 Crystal View Road Reid Mandel James W. McCoy Robert &Lorraine Stanton Jamie Stoia - 1 - CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.B. Sue Kotchevar, Office of the A Resolution Authorizing City Officials to City Manager/Finance Transact Banking Business Requested Action Move to: Adopt the resolution authorizing the persons holding the office as Mayor, Manager and Treasurer or Deputy Treasurer to act for the City of Eden Prairie in the transaction of any banking business with the official depositories. Synopsis This resolution requires approval on an annual basis. CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- RESOLUTION AUTHORIZING CITY OFFICIALS TO TRANSACT BANKING BUSINESS BE IT RESOLVED, that the persons holding office as Mayor, Manager, and Treasurer of the City of Eden Prairie,be and they hereby are, authorized to act for the City in the transaction of any banking business with the official depositories (hereinafter referred to as the banks). Unless the City provides written notice to the contrary, this authorization includes the authority to sign checks against said account, which checks will be signed by the Mayor, Manager and City Treasurer or Deputy Treasurer. The bank is hereby authorized and directed to honor and pay any check against such account which is signed as above described, whether or not said check is payable to the order of, or deposited to the credit of, any officer or officers of the City including the signer or signers of the check. BE IT FURTHER RESOLVED, that the Acting Mayor be authorized to sign checks as an alternate for the Mayor and the Deputy Treasurer be authorized to sign checks as an alternate for the Treasurer. ADOPTED by the City Council of the City of Eden Prairie this 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.C. Sue Kotchevar, Office of the Resolution Designating Depository City Manager/Finance Requested Action Move to: Adopt the resolution designating US Bank of Eden Prairie as the official depository for the public funds of the City of Eden Prairie. Synopsis This resolution requires approval on an annual basis. CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- A RESOLUTION DESIGNATING DEPOSITORY BE IT RESOLVED, that US Bank of Eden Prairie of Minnesota, authorized to do banking business in Minnesota, be and hereby designated as the Official Depository for the Public Funds of the City of Eden Prairie, County of Hennepin, Minnesota. The City Treasurer shall maintain adequate collateral for funds in the depository. ADOPTED by the City Council of the City of Eden Prairie on the 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.D. Sue Kotchevar, Office of the A Resolution Authorizing use of Facsimile City Manager/Finance Signatures by Public Officials Requested Action Move to: Adopt the resolution authorizing the use of facsimile signatures of the Mayor, the City Manager and the Treasurer on checks, drafts, warrants, vouchers or other orders on public funds deposited. Synopsis This resolution requires approval on an annual basis. CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- A RESOLUTION AUTHORIZING USE OF FACSIMILE SIGNATURES BY PUBLIC OFFICIALS BE IT RESOLVED, that the use of facsimile signatures by the following persons: Nancy Tyra-Lukens, Mayor Rick Getschow, City Manager Susan Kotchevar, Treasurer on checks, drafts, warrants, vouchers or other orders on public funds deposited hereby is approved and that each of said named persons may authorize the depository bank to honor any such instrument bearing her/his facsimile signature in such form as she/he may designate and to charge the same to the account in said depository bank upon which drawn, as fully as though it bore her/his manually written signature and that instruments so honored shall be wholly operative and binding in favor of said depository bank although such facsimile signature shall be affixed without her/his authority. ADOPTED by the City Council of the City of Eden Prairie on this 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.E. Sue Kotchevar, Office of the A Resolution Authorizing the Treasurer or Deputy City Manager/Finance Treasurer to Invest City of Eden Prairie Funds Requested Action Move to: Adopt the resolution authorizing the City Treasurer or Deputy Treasurer to invest City of Eden Prairie funds. Synopsis This resolution requires approval on an annual basis. CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- A RESOLUTION AUTHORIZING THE TREASURER OR DEPUTY TREASURER TO INVEST CITY OF EDEN PRAIRIE FUNDS BE IT RESOLVED, by the City Council of the City of Eden Prairie, County of Hennepin, that the City Treasurer or Deputy Treasurer is authorized to invest City of Eden Prairie funds with any bank, or other financial institution authorized to do business in the State of Minnesota in Certificates of Deposit, U.S. Government Notes and Bills, obligations of the State of Minnesota or any of its subdivisions, Federal Government Agency Bonds and Notes, Saving Accounts and Repurchase Agreements and any other security authorized by law. The City Treasurer shall maintain adequate collateral for funds deposited. ADOPTED by the City Council of the City of Eden Prairie on this 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.F. Sue Kotchevar, Office of the A Resolution Authorizing the Treasurer or Deputy City Manager/Finance Treasurer to Make Electronic Fund Transfers for the City of Eden Prairie Requested Action Move to: Adopt the resolution authorizing the City Treasurer or Deputy Treasurer to make electronic fund transfers for the City of Eden Prairie. Synopsis This resolution requires approval on an annual basis. CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- A RESOLUTION AUTHORIZING THE TREASURER OR DEPUTY TREASURER TO MAKE ELECTRONIC FUND TRANSFERS FOR THE CITY OF EDEN PRAIRIE BE IT RESOLVED, by the City Council of the City of Eden Prairie, County of Hennepin, that the City Treasurer or Deputy Treasurer is authorized to make electronic fund transfers with any bank, or other financial institution authorized to do business in the State of Minnesota, for investments of excess cash, payment of bond principal, bond interest and a fiscal agent services charges, monthly sales tax, state payroll withholdings and other banking transactions deemed appropriate by the Treasurer or Deputy Treasurer. ADOPTED by the City Council of the City of Eden Prairie on this 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.G. Sue Kotchevar, Office of the Adopt A Resolution Authorizing Payment of City Manager/Finance Certain Claims by the Finance Department Without Prior Council Approval Requested Action Move to: Adopt a resolution authorizing payment of certain claims by the Finance Department without prior Council approval. Synopsis This resolution requires approval on an annual basis. CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- AUTHORIZING PAYMENT OF CERTAIN CLAIMS BY FINANCE DEPARTMENT WITHOUT PRIOR COUNCIL APPROVAL BE IT RESOLVED, that the following types of claims may be paid by the City Manager, Treasurer, or Deputy Treasurer, without prior approval by the City Council. Contracted items (utilities, rent, land, school, conference and related travel expenses, easements, construction, etc.) Payroll Liabilities Refunds Postage Programmed Professional Performances Petty Cash Invoices which offer discounts or have interest added Licenses and Fees Payments to vendors not allowing charge accounts Tickets paid by registration fees Motor vehicle registrations Employee expenses Insurance Amounts due to other government agencies Liquor store inventory items Police "buy" money Payments to comply with agreements,purchases, or invoices which contain a fixed time for payment ADOPTED by the City Council of the City of Eden Prairie on this 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.H. Resolution Designating the Official Office of City Manager Meeting Dates, Time and Location for Board and Commission Meetings in 2014 Requested Action Move to: Adopt Resolution designating the official meeting dates, time and location for City Council appointed Boards and Commissions during 2015. Synopsis The schedule of regular meetings for the City's Boards and Commissions is established by the City Council on an annual basis. CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- A RESOLUTION DESIGNATING THE OFFICIAL MEETING DATES, TIME AND LOCATION FOR CITY COUNCIL APPOINTED BOARDS & COMMISSIONS IN 2015 BE IT RESOLVED,that the City Council of the City of Eden Prairie, Minnesota and the City Council appointed Boards and Commissions will meet at 7:00 p.m. in the Eden Prairie City Center, 8080 Mitchell Road, Eden Prairie, Minnesota as scheduled below. The Human Rights and Diversity Commission will meet at the EP Center Mall, Housing and Human Services Office. Additional workshops may be called if determined necessary by the Commission Chair and the Staff Liaison. Any regularly-scheduled meeting which occurs on a day when elections are held within the city limits of Eden Prairie will begin at 8:00 p.m. Robert's Rules of Order will prevail. Board / Commission Scheduled Meeting Dates Board of Appeal and Equalization Thursday,April 9, and Tuesday,April 28 Conservation Commission 2nd Tuesday Flying Cloud Airport Advisory Commission Quarterly(2nd Thursday of January,April,July& October) Heritage Preservation Commission 3rd Monday(January&February—4th Monday) Human Rights&Diversity Commission 2nd Thursday(no meeting in July or August) Parks, Recreation&Natural Resources 1st Monday(2nd Monday of September) Commission Planning Commission 2nd and 4th Mondays(No meeting the 4th Monday of May and December) ADOPTED by the Eden Prairie City Council this 6th day of January 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Consent January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.I. City Attorney Approve First Amendment to Lease with Richard Rosow School District Requested Action Move to: Approve the First Amendment to Lease with the Eden Prairie School District and authorize execution by the Mayor and City Manager. Synopsis The Lease between the City and the School District requires the District to reimburse the City for the cost of improvements made by the School District to the additional space leased for the Tassel program. The City agreed to pay for these costs initially and recover the costs through rental payments identified as Improvement Rent over the first five years of the Lease. The Lease estimated the improvement costs and the Improvement Rent payments. The Lease stated that once the actual costs were determined that these amounts will be adjusted. The District has furnished the City with the total of the actual costs which is $585,881.59. The City has recalculated the Improvement Rent as identified in the First Amendment. Attachment First Amendment to Lease FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF EDEN PRAIRIE AND INDEPENDENT SCHOOL DISTRICT NO. 272 This First Lease Agreement ("Lease") is made as of this 11th day of December, 2014, by and between The City of Eden Prairie, a municipal corporation of the State of Minnesota ("Landlord") and Independent School District No. 272, a public school corporation under the laws of Minnesota("Tenant"). WHEREAS the Landlord and Tenant entered into a Lease Agreement as of May 20, 2014. WHEREAS, paragraph 6.2 contemplated that if the actual total cost of Tenant Improvements exceeded the estimate set forth therein, the actual total cost would be used to determine the amount of the Improvement Rent. WHEREAS, the Tenant incurred a total cost of$585,881.59 for Tenant Improvements. NOW THEREFORE THE PARTIESS AGREE TO THIS FIRST AMENDMENT AS FOLLOWS: 1. Paragraph 6.2 is amended in its entirety as follows: 6.2 Improvement Rent. 6.2.1 Improvement Rent. Tenant's obligation to pay Improvement Rent shall commence on September 1, 2014. Tenant shall pay "Improvement Rent" attributable to the Landlord financed Tenant Improvements made to the Premises at the request of Tenant, identified on attached Exhibit C. The total cost of the Tenant Improvements was estimated as $450,000 and the payment schedule was based on said cost. The actual total cost of the Tenant Improvements is $585,881.59. The schedule of Improvement Rent based on the actual total cost of the Tenant Improvements is set forth below: Period Monthly Improvement Rent Improvement Rent(annual) Years 1 -5 $10,592.74 $127,112.88 6.2.2 Tenant paid Improvement Rent in September, 2014 in the amount of $8,136.00 which is $2,456.74 less per month than the Monthly Improvement Rent based on the actual total cost of the Tenant's Improvements. Tenant has not paid the Monthly Improvement Rent for October, November and December, 2014. Simultaneous with payment of the January, 2015 Monthly Improvement Rent Tenant shall pay to Landlord the sum of$34,234.96 which is the additional amount 1 of 4 due for September, 2014 plus the Monthly Improvement Rent for October, November and December, 2014. 2. Except as amended herein the Lease Agreement remains in full force and effect. IN WITNESS WHEREOF, Independent School District No. 272 has caused this Lease to be executed in its corporate name by its duly authorized officers and the City of Eden Prairie has caused this Lease to be executed in its name by its duly authorized officers as of the date first above written. [Signature and notary page follows] 2 of 4 INDEPENDENT SCHOOL DISTRICT NO. 272 By: Attest: STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) This instrument was acknowledged before me on December , 2014 by and , the and , respectively, of Independent School District No. 272, a Minnesota public school corporation, on behalf of the public school corporation. Notary Public 3 of 4 CITY OF EDEN PRAIRIE By: Nancy Tyra-Lukens, Mayor By: Rick Getschow, City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) This instrument was acknowledged before me on December _, 2014 by Nancy Tyra- Lukens and Rick Getschow, the Mayor and City Manager, respectively, of the City of Eden Prairie, a Minnesota municipal corporation, on behalf of the municipal corporation. Notary Public 4 of 4 CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.J. Community Development/ Local Government Resolution in support of Economic Development Janet Elliott Aviation applying to the Job Creation Jeremiah/David Lindahl Fund Program Requested Action Move to: Adopt the Resolution supporting Elliott Aviation's application for the Minnesota Department of Employment and Economic Development's Job Creation Fund. Synopsis Elliott Aviation, a family owned and operated aviation services and aircraft sales company located at 13801 Pioneer Trail (Flying Cloud Airport), is looking for Eden Prairie's support to apply for the Minnesota Department of Employment and Economic Development's Job Creation Fund. Elliott Aviation currently has around 60 employees, and is looking to both rehabilitate its current facility and add approximately 15-20 new positions. Elliott Aviation will still need to go through the necessary planning process through the City when the facility rehabilitation project proposal moves forward. Background Information The Job Creation Fund through the Minnesota Department of Employment and Economic Development provides financial incentives to new and expanding businesses that meet certain job creation and capital investment targets. Companies deemed eligible to participate may receive up to $1 million for creating or retaining high-paying jobs and for constructing or renovating facilities or making other property improvements. To begin the application for the Job Creation Fund,businesses must gain municipal approval. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- A RESOLUTION APPROVING THE SUPPORT OF A JOB CREATION FUND APPLICATION IN CONNECTION WITH ELLIOT AVIATION WHEREAS, the City of Eden Prairie, Minnesota(the "City"), desires to assist Elliot Aviation, an aviation services company, which is proposing to apply for the Minnesota Department of Employment and Economic Development's Job Creation Fund; and WHEREAS, the City of Eden Prairie understands that Elliot Aviation, through and with the support of the City, intends to submit to the Minnesota Department of Employment and Economic Development an application for an award and/or rebate from the Job Creation Fund Program; and WHEREAS, the City of Eden Prairie held a City Council meeting on January 6, 2015, to consider this matter. NOW, THEREFORE, BE IT RESOLVED that, after due consideration, the Mayor and City Manager of the City of Eden Prairie, Minnesota, hereby express their approval of the application proposed by Elliot Aviation and its application for an award and/or rebate from the Job Creation Fund Program. ADOPTED by the City Council of the City of Eden Prairie this 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Consent January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.K. Richard Rosow, City Attorney Approve Settlement Agreement Regarding Assessment for 11157 Bluestem Lane, Eden Prairie, Minnesota Requested Action Move to: Adopt the Resolution approving a Settlement Agreement Regarding Special Assessment for a reassessment of a special assessment against 11157 Bluestem Lane. Synopsis The City Council adopted Resolution 2014-112levying an assessment against the property located at 11157 Bluestem Lane, Eden Prairie ("Property") on November 18, 2014. At the time the Council was informed that negotiations would continue regarding a resolution of the dispute over the amount of the assessments. Various proposals were exchanged and ultimately the property owner's attorney informed me that his client's accepted the City's proposal of December 11, 2014. A Settlement Agreement Regarding Special Assessment was sent to the attorney for the property owner on December 16 and accepted with minor modifications which I found acceptable. Since the City Council needs to take action to approve the Agreement and the reassessment, the property owner protectively served the City with a Notice of Appeal and subsequently filed a Notice of Appeal with the District Court. The proposed reassessment is for$197,000 over 30 years at 0.50% interest. This reassessment meets the interest of the property owner by making the amount due yearly more affordable. It also meets the interest of the City in recovering its project construction hard costs incurred for Sunram Construction and Wenck Engineering. The original assessment in the amount of$225,449.12 included administrative costs in the mount of$17,784.45 and pre-assessment interest in the amount of$10,049.53. Attachments Resolution Settlement Agreement CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA RESOLUTION NO.2015- WHEREAS, the City Council adopted Resolution 2014-112 on November 18, 2014 levying special assessments on 11157 Bluestem Lane, Eden Prairie, Minnesota for the project identified as Bluestem Lane Slope Stabilization, I.C. 11-5803; and WHEREAS, the property owners ("Owners") served a Notice of Appeal upon the City and filed the same with the Hennepin County District Court contesting the assessment; and WHEREAS, the Owners and the City negotiated a Settlement Agreement Regarding Special Assessment (the "Agreement") for the reassessment of special assessments adopted by Resolution 2014-112; and WHEREAS, the City Council has met and heard and passed upon all objections to the proposed reassessment for the following improvements identified on Exhibit A attached hereto and make a part hereof. NOW, THEREFORE,BE IT RESOLVED by the City Council of Eden Prairie: 1. Such proposed reassessment is hereby accepted and shall constitute the special assessment against the lands in the final assessment rolls, and the Property is hereby found to be benefited by the improvement in the amount of the assessment levied against it. Resolution No 2014-112 adopting special assessments is hereby repealed by this adoption of this Resolution. 2. Such reassessment shall be payable in equal annual installments extending over a period of years as shown on Exhibit A. Installments shall bear interest at the rates shown on Exhibit A, except no interest shall be charged if the entire assessment is paid within 30 days of the adoption of this resolution. To the first installment shall be added interest on the entire assessment from November 1, 2014 until December 31, 2015. To each subsequent installment when due shall be added interest for one year on all unpaid installments. 3. The Clerk shall forthwith transmit a certified duplicate of this reassessment to the county Auditor to be extended on the property tax lists of the County, and such reassessments shall be collected and paid over in the same manner as other municipal taxes beginning in 2015. 4. The owner of any property so reassessed may, at any time prior to certification of the reassessment to the county auditor, pay the whole of the assessment on such property, with interest accrued to the date of payment, to the city treasurer, except that no interest shall be charged if the entire reassessment is paid within 30 days from the adoption of this resolution; and he/she may, at any time thereafter,pay to the city treasurer the entire amount of the reassessment remaining unpaid, with interest accrued to December 31 of the year in which such payment is made. Such payment must be made before November 15 or interest will be charged through December 31 of the next succeeding year. 5. The Settlement Agreement Regarding Special Assessment is hereby approved and the Mayor and City Manager are authorized to execute the Agreement. ADOPTED by the Eden Prairie City Council on the 6t1 day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: SEAL Kathleen Porta, City Clerk EXHIBIT A I.C. 11-5803 Bluestem Lane Slope Stabilization Project Cost: $225,449.12 City Share: $28,449.12 Net Assessment: $197,000.00 Parcel PID# Property Owner Years/% Amount 26-116-22-44-0030 Gallagher 30 Years at 0.50% $197,000.00 SETTLEMENT AGREEMENT REGARDING SPECIAL ASSESSMENT This Settlement Agreement Regarding Special Assessments (hereinafter the "Agreement") is made this day of December, 2014, between City of Eden Prairie, a municipal corporation, (the "City") and Edward Patrick Gallagher and Wendy Ann Gallagher, husband and wife (the "Owners"). A. Owners holds legal and equitable title to property described as Lot 18, Block 1, Bluestem Hills 1st Addition, according to the map or plat thereof on file or of record in the Office of the Registrar of Titles in and for Hennepin County, Minnesota, commonly known as 11157 Bluestem Lane, Eden Prairie, Minnesota, which �. property is the subject of this Agreement and is hereinafter referred to as the "Property." B. On May 7, 2013 the City Council adopted by Resolution 2013-47 an Order that required that certain repairs be made to the slope on the Property (the "Project"). The City served the Order on the Owners. C. The Owners served upon the City an Answer to the Order which denied many of the allegations. The Answer stated the Owners did not object to the City entering onto the Property to make the repairs and further reserved the Owners right to object to the assessment of the cost of the repairs. D. On October 21, 2014 the City Council conducted a public hearing regarding the levy of an assessment against the Property on account of the Project. The Owners timely filed an objection to the-assessment. E. On November 18, 2014 the City Council adopted Resolution 2014-112 levying an assessment in the amount of$225,449.12 payable over 15 years at 4.85% interest. F. On December 17, 2014 the Owners timely served upon City a Notice of Appeal of the assessment. G. The parties hereto desire to settle the dispute regarding the assessment and enter into an Agreement regarding the assessment. AGREEMENTS IT IS HEREBY AGREED as follows: 1. City Council will levy a re-assessment of the assessment originally assessed by Resolution 2014-112 (hereinafter the "re-assessment"). The re-assessment will cancel the original assessment levied by Resolution 2014-112. 2. Owner consents to the levying of the re-assessments against the Property in the amount of $197,000 for the Project, payable over thirty (30) years at an annual interest rate of 0.50%. ( 3. Owner waives notice of and a hearing on the re-assessment. 4. This Agreement shall be effective upon execution by both parties. 5. This Agreement may not be terminated or amended except in writing executed by both parties hereto. OWNER I Edward Patrick Gallagher / > I /� 04 014 t We y Ann Gallagher STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this E day of December, 2014, by Edward Patrick Gallagher and Wendy Ann Gallagher, husband and wife. Notary Public' ~ KRISHNESWARY RAJAGOPALA NOTARY PUBLIC-MINNESOTA My Commission Expires Jan.31,2015 CITY OF EDEN PRAIRIE A Minnesota Municipal Corporation By: Its: s: STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) The foregoing instrument wa knowled ed re me this 6th dayof January, g g 2015 by Nancy Tyra-Lukens and Rick Getschow, the Mayor and City Manager respectively of City of Eden Prairie Minnesota municipal corporation, on behalf of the corporation. X411111111111111b -0, Notary Public CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.L. Public Works/Engineering Safe Routes to School Grant Application for a Railroad Underpass Connecting Duck Lake Road to the Eden Prairie High School Requested Action Move to: Adopt a resolution supporting the Safe Routes to School grant application for the installation of a railroad underpass connecting Duck Lake Road to the Eden Prairie High School Synopsis Currently TC&W Railway operates on a track separating Duck lake Road from the Eden Prairie High School. TC&W runs six trains per day on this route at 30 mph. They anticipate running more frequently in the future due to customer demand. Dozens of pedestrian crossings occur daily along a well worn path which provides a much shorter walk time to the high school and athletic facilities. This corridor is also frequented by other members of the community as it is an attractive and convenient path to popular destinations like the Community Center and Round Lake Park. By applying for a Safe Routes to School grant, the City and School District can make this a legal, safe and convenient crossing for all members of the community. Background Information In 2014 the State legislature apportioned $1 million from the general fund to the Safe Routes to School Program (SRTS). The funds were intended to supplement aid for infrastructure projects under the federal SRTS program. The Minnesota Department of Transportation(MnDOT) is responsible for the administration of the state SRTS program and makes funds available to communities through a competitive process. Eligible projects must be within two miles of a school, and should have a minimum construction cost of$100,000. The city would be the applicant for the project and would manage design and construction. The city would also upfront the construction costs with a reimbursement from the SRTS program occurring after project's completion. The estimated cost of construction is $500,000+which would include the installation of sidewalk from Duck Lake Road, an underpass beneath the railway, sidewalk connecting near the dome, lighting, and other ancillary items. Design costs are not eligible for grant reimbursement and would need to be paid for by the city and school district. A 50/50 cost share for design has been proposed. The grant application requires that both the city and school district approve a resolution of support. On December 9, 2014, the Eden Prairie School Board passed a resolution supporting the grant application. Grant applications are due January 9, 2015, and applicants will be notified of the results in March. Attachments Resolution Project Summary Operation Lifesaver Letter of Support Eden Prairie School Board Resolution TC&W Railway Letter of Support CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- ENDORSING THE GRANT APPLICATION FOR THE INSTALLATION OF A RAILROAD UNDERPASS CONNECTING DUCK LAKE ROAD AND EDEN PRAIRIE HIGH SCHOOL WHEREAS, the City Council of the City of Eden Prairie is the official governing body of the City of Eden Prairie; and WHEREAS, the Minnesota Department of Transportation's Safe Routes to School Program has made funding available to communities for infrastructure improvement projects located within two miles of a school; and WHEREAS, pedestrians and bicyclists routinely access the Eden Prairie High School from Duck Lake Road across the railroad tracks to the high school parking lot; and WHEREAS, the installation of an underpass beneath the railroad tracks would provide for a safe crossing and would be a significantly shorter route than crossing at Valley View Road; and WHEREAS, the Safe Routes to School Program provides up to $1 million in capital assistance for infrastructure improvement projects. NOW, THEREFORE, BE IT RESOLVED that the Eden Prairie City Council does hereby support actively pursuing Safe Routes to School Program funds. ADOPTED by the Eden Prairie City Council on January 6, 2015. Nancy Tyra-Lukens, Mayor ATTEST: SEAL Kathleen Porta, City Clerk January 6, 2015 Safe Routes to School Grant Eden Prairie High School EDEN PRAIRIE Existing Path P - — .IriCal: It;\II. • . .M_LAIRP-4. Lake Rd . '7.:-1,.!: Exit Street View *•nikli • - 1, ,--- . - 4.. 4. . . 1. -, III . .1. . Alia "1111011. \'' ... .- ••..T.-541 ..- . .• _ + t , . ,... 4 .. . . . • . 0 . . -.• 4.. . — • .1 ' -,:, .. !1 . • .Lp , . t .1411 r•Ar ... $ ilk 7 -.- , .C.3,- 'r ''.4..4: . .. ... ilitt r • 4 f: • 11 ' la t* .,' • '...' 1.,•:. ,, ,, •. •. . •'.'" . .• . Ifi!::..• .L' . . !'.:7-j.. ...... . .1.. .... .... F. •. 4,.. :-•' • '4 . .0 •,' I _,...t- •'..--, •4110diriril. . 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II, ,. , _._ ,/_ / .. .... . • " .. _ , . .. !..,:. , , • .., / ,,t. + 4 .w� a`yi+ � t � � � �'r � to � r � � � � �. .,•:„........„....„.„--- y�y J Underpass Examples ;, . rs __ , i ,,, ,, , _, , 4 $'14- -'- y s r y6' � Ili __ - • . .1110' .A.) i?- , ... . __ _ ---,...„- , . . ,_,, -......„ ..-%.,-,rie _ - � � ''<*".- "*:- . -- -- al• '...-. :* ;"-gat .� ,a,.. 9. j Y 1 . x C Grant Details • Requires a Resolution of Support (City and School ) Application Due January 9, 2015 Design not Eligible Project Support from Outside Organizations EDEN PRAIRIE ATTN: Mao Yang OPERATION State Aid Division LIFESAVER' Minnesota Department of Transportation 395 John Ireland Boulevard Minnesota Mail Stop 500 St. Paul,MN 55155 RE: Eden Prairie Safe Routes to School Infrastructure Grant Application Dear SRTS Steering Committee, On behalf of Minnesota Operation Lifesaver,a statewide nonprofit rail safety organization,I am honored to write this letter of recommendation for the City of Eden Prairie and the Eden Prairie School District in support of their proposed SRTS project.The proposed underpass of the Twin Cities and Western (TCW) Railroad would connect a heavily populated neighborhood and Eden Prairie High School. This project would provide a safe crossing where numerous students each day risk their lives illegally trespassing on railroad tracks. In the United States,about every three hours a person or vehicle is hit by a train. It is both illegal and dangerous to cross railroad tracks outside of designated crossings or trespass on railroad property.Twenty-five percent of the casualties resulting from people trespassing on railroad property in the state of Minnesota since 2011 were under the age of 20. I strongly believe that by combining education and engineering,these tragedies can be prevented.This project site is a known location where students commonly put themselves at risk to access the school grounds on a daily basis.Your support of this proposal to upgrade the pathway and install a pedestrian underpass will eliminate the risks created by an active rail line and give students a safe alternative route to get to school. As the Executive Director for Minnesota Operation Lifesaver, I would like to offer my full support for this proposed pedestrian underpass.The project epitomizes MnDOT's guidelines for infrastructure efforts that enhance safety and increase opportunities for children to walk and bicycle safely to school. On behalf of Minnesota Operation Lifesaver, I strongly urge you to consider Eden Prairie's Safe Routes to School grant application to prevent countless future tragedies and encourage safe walking and biking of the students and community in that area. Sincerely, Sheryl Cummings Executive Director Minnesota Operation Lifesaver P.O. Box 22254 Minneapolis,MN 55422 (651)328-3259 www.mnoperationlifesaver.org SCHOOL BOARD OF EDEN PRAIRIE SCHOOLS, INDEPENDENT SCHOOL DISTRICT NO. 272 STATE OF MINNESOTA ENDORSING THE GRANT APPLICATION FOR THE INSTALLATION OF A RAILROAD UNDERPASS CONNECTING DUCK LAKE ROAD AND THE EDEN PRAIRIE HIGH SCHOOL WHEREAS, the School Board of Eden Prairie Schools is the official governing body of the Eden Prairie Schools, Independent School District No. 272; and WHEREAS, the Minnesota Department of Transportation's Safe Routes to School Program has made funding available to communities for infrastructure improvement projects located within two miles of a school; and WHEREAS, Pedestrians and bicyclists routinely access the Eden Prairie High School from Duck Lake Road across the railroad tracks to the high school parking lot; and WHEREAS, the installation of an underpass beneath the railroad tracks would provide for a safe crossing and would be a significantly shorter route than crossing at Valley View Road; and WHEREAS, the Safe Routes to School Program provides up to $1 million in capital assistance for infrastructure improvement projects; and NOW, THEREFORE, BE IT RESOLVED that the Eden Prairie Schools ISD #272 does hereby support actively pursuing Safe Routes to School Program funds; and BE IT FURTHER RESOLVED that if awarded funding from the Safe Routes to School Program, Eden Prairie Schools ISD #272 agrees to commit funding to provide for the completion of the project. ADOPTED by Eden Prairie Schools, ISD #272 on December 9, 2014 Elaine Larabee—School Board Clerk TOW TWIN CITIES&WESTERN RAILROAD COMPANY I1 1 I I 1 I I I 1 I 1 I I 1 I I $ t -t 1 t 1 4 1 I 4 1 4 1 1 1 1 1 , 1 1 Y -I 1 1 1. II 2925- l'2th Street East Glencoe,MN 55336 (320)864-7200 Fax:(320)$.64-7220 December 1,2014 4 Robert Ellis, PE, PTOE Public Works Director City of Eden Prairie 8080 Mitchell Road Eden Prairie, MN 55344 Mr. Ellis, 1 am writing today to offer Twin Cites& Western Railroad Company's support for the City of Eden Prairie's application to establish a p.rade separated path for school children in the forth of an 8' x 12' box culvert beneath the main line railroad track located in the vicinity of Valley View Road which has direct access to the Eden Prairie High Schoo! Since TC&W':s inception in 1991, the area where this is proposed has been a dangerous, informal crossing of the railroad, and despite years of effort between TC&W, Eden Prairie's law enforcement and Eden Prairie High School, the informal crossing remains an attractive(but dangerous)short cut for the children, unnecessarily putting them at risk. The site it which the City of Eden Prairie desires to establish his grade separation walks a t will create a funnel for ,;;lrr,trian safety for the school children and all other individuals that use this path to access the school from Inc area north of the main line railroad track, Sincerely. f Mark Wegner ' President Twin Cities & Western Rttilvo:td CITY COUNCIL AGENDA DATE: SECTION: Consent Calendar January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: IX.M. Office of the City Manager/ Resolution reauthorizing membership in the Finance 4M fund. Requested Action Move to: Adopt resolution reauthorizing membership in the 4M fund. Synopsis On February 5, 1991, the City Council passed resolution 91-26 to enter into a joint powers agreement in the form of a declaration of trust to participate in the 4M fixed rate investment program. Since 1991, the range of service provided by the 4M has increased including the use of direct bank placement products which can include savings accounts as an investment and certificate of deposits. The 4M and PMA Financial Network Inc. need the updated resolution passed to demonstrate to banks that they have the authority to work on behalf of the City. Attachment Resolution 4M Fund—Certificate of Business Trust CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- _ RESOLUTION AUTHORIZING OR REAUTHORIZING MEMBERSHIP IN THE 4M FUND WHEREAS, Minnesota Statutes (the Joint Powers Act)provides that governmental units may jointly exercise any power common to the contracting parties; and WHEREAS, the Minnesota Municipal Money Market Fund(the 4M Fund)was formed in 1987, pursuant to the Joint Powers Act and in accordance with Minnesota Investment Statutes, by the adoption of a joint powers agreement in the form of a Declaration of Trust previously adopted by the City and dated January, 1987; and WHEREAS, the Declaration of Trust, a copy of which is presented to this Council, authorizes municipalities of the State of Minnesota to become Participants of the Fund and make use from time to time including the 4M Liquid Asset Fund, the 4M Plus Fund, the Term Series, the Fixed Rate Programs, and other Fund services offered by the Fund; and WHEREAS, this Council deems it to be in the best interest for the municipality to make use of, from time to time, the approved services provided by the 4M Fund's service providers including the Investment Advisor(Prudent Man Advisors, Inc.) or Sub-Advisor(RBC Global Asset Management(U.S.) Inc.), the Administrator(PMA Financial Network, Inc.), the Distributor (PMA Securities, Inc.) or the Fixed Rate Program Providers, PMA Financial Network, Inc. and PMA Securities, Inc., and the Custodian, U.S. Bank National Association, ("Service Providers") and/or their successors; and WHEREAS, this Council deems it advisable for this municipality to re-affirm the Declaration of Trust and renew its membership as a Participant of the Fund for the purpose of joint investment with other municipalities so as to enhance the investment earnings accruing to each; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE AS FOLLOWS: Section 1. This municipality renews its membership as a Participant of the Fund and re-affirms and ratifies its approval of the Declaration of Trust, a copy of which shall be filed in the minutes of this meeting. The appropriate officials are hereby authorized to execute those documents necessary to effectuate the ratification and re-affirmation of the Declaration of Trust and its participation in all Fund programs. Section 2. This municipality is authorized to invest monies from time to time and to withdraw such monies from time to time in accordance with the provisions of the Declaration of Trust. The following officers of the municipality or their successors are designated as "Authorized Officials"with authority to execute/effectuate such investments and withdrawals in accordance with the Declaration of Trust: Sue Kotchevar/Finance Manager Name/Title Signature Tammy Wilson/Finance Supervisor Name/Title Signature (Additional names may be added on a separate list. The treasurer shall advise the Fund of any changes in Authorized Officials in accordance with Fund procedures.) Section 3. The Trustees of the Fund are designated as having official custody of those monies invested in accordance with the Declaration of Trust. Section 4. That the municipality may open depository and other accounts, enter into wire transfer agreements, safekeeping agreements, third party surety agreements securing deposits, collateral agreements, letters of credit, lockbox agreements, or other applicable or related documents with institutions participating in Fund programs including U.S. Bank National Association, or its successor, or programs of PMA Financial Network, Inc. or PMA Securities, Inc. for the purpose of transaction clearing and safekeeping, or the purchase of certificates of deposit ("CDs") or other deposit products and that these institutions shall be deemed eligible depositories for the municipality. PMA Financial Network, Inc. and PMA Securities, Inc. and their successors are authorized to act on behalf of this municipality as its agent with respect to such accounts and agreements. Monies of this entity may be deposited in such depositories, from time to time in the discretion of the Authorized Officials, pursuant to the Fund's Programs available through its Services Providers. ADOPTED by the Eden Prairie City Council this 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk `� 4; state of [Vl inns 4 SECRETAR AP Y OF STATE A WV A ='=lcCertificate of Business Trust i 31 -1="4 I . Joan Anderson Growe. Secretary of State of Minnesota, do I certify that: A copy of the Declaration of Trust of the trust ..»4 listed below was filed with this office on this date, by a member 1 • #' of the board of trustees of that trust , who swore that the copy A -= 4, filed was a true and correct copy of the declaration of trust_ r..!444 The trustee also set forth the name and address of the agent of A .- the trust for service of process , and met all the filing requirements of Minnesota Statutes , Chapter 318 . 4 -`4'• = Name of Business Trust : 1 Minnesota Municipal Money Market Fund 1 sr J File Number: BT-406 �! Name and Address of Agent for Service of Process: League of Minnesota Cities .. lithe League of MN Cities 183 Univ Ave E J -�.. St Paul MN 55101- 1 ii This certificate has been issued on 04/23/87. R P. i h A e II Y,_. _ _ 'p' p r _ --cif, i t a •~ •YI �I IN Secretary of State. , 1 +K�i�i► =btii'r �libov ► v40 1hp�Iiirvwww+ 'e 1�Tlr �►wwvo-wiT�Ft-lip iTiri_fT �T�, � ... .,, '�" ., .fir„ 4 ..! q . I � • EXHIBIT C :06 • • MINNESOTA MUNICIPAL MONEY MARKET FUND (A Minnesota entity formed -pursuant to the Minnesota Joint Powers Act) • DECLARATION OF TRUST (As adopted in January, 1987) . Cr) t.41 Cir) • TABLE OF CONTENTS Page RECITALS 6 ARTICLE I The 4M Fund • Section 1.01 Name 7 Section ].02 Purpose; Only Certain Minnesota Municipalities to be Participants 7 Section 1.03 Location 7 Section 1.04 Nature of 4M Fund and Declaration of Trust 7 Section 1.05 Definitions - 8 ARTICLE II -- rowers of the Trujtees Section 2.01 General , 9 Section 2.02 Permitted Investments - 10 Section 2.03 Legal Title 11 Section 2.04 Disposition of Assets . 11 • Section 2.05 Taxes 12 Section 2.06 Rights as Holders of Fund Property 12 Section 2.07 Delegation; Committees 12 Section 2.08 Collection 12 — Section 2.09 Payment of Expenses 12 Section 2.10 Borrowing and Indebtedness 13 Section 2.11 Deposits 13 Section 2.12 Valuation 13 Section 2.13 Fiscal Year, Accounts 13 Section 2.14 Concerning the Fund and Certain Affiliates 13 Section 2.15 Investment Program 14 Section 2.16 Power to Contract, Appoint, Retain and Employ, 14 Section 2.17 Insurance 15 Section 2.18 Seal 15 Section 2.19 Indemnification - 15 Section 2.20 Remedies 15 Section. 2.21 Information Statement - 15 Section 2.22 Further Powers 16 Section 2.23 Compliance With Laws. 16 Section 2.24 Tax or Aid or Revenue Anticipation Borrowing 16 ARTICLE III Technical Advisory Board, Investment Adviser. Administrator. and Custodian Section 3.01 Appointment 16 Section 3.02 Duties of the Adviser 17 Section 3.03 Duties of the Administrator 17 Section 3.04 Duties of the Custodian 17 Section 3.05 Successors 17 ARTICLE IV Investments Section 4.01 Statement of Investment Policy and Objective 17 Section 4.02 Restrictions Fundamental to the Fund 18 Section 4.03 • Amendment of Restrictions 19 ARTICLE V Limitations of Liability Section 5.01 Liability to Third Persons 19 Section 5.02 Liability to the Fund or to the Participants 19 Section 5.03 Indemnification 19 Section 5.04 Surety Bonds 20 Section 5.05 Apparent Authority 20 Section 5.06 Recitals. 21 — Section 5.07 Reliance on Experts, Etc. 21 Section 5.08 Liability Insurance 21 Section 5.09 No Waiver 21 ARTICLE VI Interests of Participants Section 6.01 General 21 Section 6.02 Allocation of Shares - 22 Section 6.03 Evidence of Share Allocation 22 Section 6.04 Reduction in Number of Shares to Maintain Constant Net Asset Value 22 Section 6.05 Withdrawals 22 Section 6.06 Suspension of Right of Withdrawal; Postponement of Payment 22 Section 6.07 Minimum Withdrawal 23 Section 6.08 • Defective Withdrawal Requests 23 Section 6.09 ' Allocation of Certain Expenses 23 • ARTICLE VII Record of Shares Section 7.01 Share Register • 23 Section 7.02 Registrar 24 Section 7.03 Owner of Record 24 Section 7.04 No Transfers of Shares 24 Section 7.05 Limitation of Fiduciary Responsibility 24 Section 7.06 Notices 24 ARTICLE VIII participants Section 8.01 Voting 24 Section 8.02 Right to Initiate a Vote of the Participants 25 --- --� Section 8.03 Inspection of Records 25 Section 8.04 Meetings of Participants 25 Section 8.05 Notice of Meetings and Votes 25 Section 8.06 Record Date for Meetings and Votes .25 Section 8.07 Proxies - 25 Section 8.08 Number of Votes 26 Section 8,09 Reports • 26 ARTICLE IX - Trustees and Officers Section 9.01 Number and Qualification; Non-Voting Trustees 26 Section 9.02 Meetings 26 Section 9.03 Officers 27 Section 9.04 Committees - 27 Section 9.05 Reports 27 ARTICLE X j3etermination of Net Asset Value and Net Income; Disiribttiona to Participants Section 10.1 Net Asset Value 28 Section 10.2 Constant Net Asset Value; Reduction of Allocated Shares 28 Section 10.3 Supplementary Distributions to Participants 28 Section I0.4' Retained Reserves 28 2 ARTICLE XI Custodian Section 11.1 Duties' 29 Section 11.2 Appointment 29 , ' Section 11.3 Custodian Agreement 29 Section 11.4 Agents of Custodian 29 Section 11.5 Successors 29. Section 11.6 Custodian as Depository for Participants 29 ARTICLE XII }tecordine of Declaration of Trust Section 12.1 Recording 29 ARTICLE XIII Amendment or Termination of Fund: Duration of Fund Section 13.1 Amendment or Termination 30 Section 13.2 Power to Effect Reorganization 31 Section 13.3 Duration 31 • ARTICLE XIV — Miscellaneous Section 14.1 Governing Law 31 Section 14.2 Counterparts 31 Section 14.3 Reliance by Third Parties 31 Section 14.4 Provisions in Conflict with Law 32 Section 14.5 Gender; Section Headings 32 Section 14.6 Adoption by Municipalities Electing to Become Additional • Participants; Resignation of Participants 32 • Execution WITNESETH: WHEREAS, Minnesota Statutes, Section 471.59 (the "Joint Powers Act") provides, among other things, that governmental units (as such term is defined therein), by agreement entered into through action of their governing bodies, may jointly or cooperatively exercise any power common to the contracting parties; and WHEREAS, the term "governmental unit" is defined in the Joint Powers. Act to include municipality as defined herein; and WHEREAS, all of the Initial Participants are Municipalities of the State of Minnesota that desire to enter into an agreement and thereby establish an entity for joint investment,finder the provisions of the aforementioned Joint Powers Act, pursuant to this Declaration of Trust for the purpose of combining their respective available investment funds not currently needed by such Municipalities so as to enhance the investment opportunities available to them and increase the investment earnings accruing to them respectively; and WHEREAS, this Declaration of Trust is intended to be an agreement entered into pursuant to the Joint Powers Act for the purpose of better exercising the Participants' power to invest their respective funds in accordance with the Laws of the State of Minnesota; and WHEREAS, the Board or Council of each of the Initial Participants has duly adopted a resolution authorizing the applicable Initial Participant to become a party to, and has approved; this Declaration of Trust pursuant to the Joint Powers Act; and • WHEREAS, the Board or Council of each of the Initial Participants, by its aforementionec approval of this Declaration of Trust, has authorized the investment of funds of such Initia Participant in investments of the nature permitted by Minnesota Law, as applicable, and in tht manner contemplated by this Declaration of Trust; and WHEREAS, it is proposed that the beneficial interest in the 4M Fund's assets shall b. divided into non-transferable shares of beneficial interest, which shall be evidenced by a shar, register maintained by the 4M Fund or its agent; and WHEREAS, the Initial Participants anticipate the other Municipalities of the State o Minnesota may wish to become Participants by adopting this Declaration of Trust and thus becom• ing parties to it; • fi NOW, THEREFORE, the Initial Participants hereby declare that all moneys, asset! securities, funds and property now or hereafter acquired pursuant to this agreement shall be hel and managed in trust for the equal and proportionate benefit of the holders of record from time 1 time of shares beneficial interest herein, without privilege, priority or distinction among suc holders, and subject to the terms, covenants, conditions, purposes and provisions hereof. 6 • 1C ARTICLE I • The 4M Fund 1.01 Name. The name of the common law trust created by this Declaration of Trust shall be "Minnesota Municipal Money Market Fund" (the 4M Fund) and, so far as may be practica- t. ble, the Trustees shall conduct the 4M Fund's activities, execute all documents and sue or be sued under that name, which name (and the word "4M Fund" wherever used in this Declaration of Trust, except where the context otherwise requires) shall refer to the Trustees in their capacity as Trustees, and not individually or personally, and shall not refer to the officers, agents, employees, counsel, advisers, consultants, accountants, or Participants of the -k4M Fund or of such Trustees.x Should the Trustees determine that the use of such name is not practicable, legal or convenient, they may use such other designation or they may adopt such other name for the 4M Fund as they deem proper, and the 4M Fund may hold property and conduct its activities under such designation or name. The Trustees shaII take such actions as they, acting with the advice of counsel, shall deem necessary or appropriate to file or register such name in accordance with the Laws -of the State of Minnesota or the United States of America so as to protect and reserve the right of the 4M Fund in and to such name. 1.02 purpose: Only Certain Minnesota Municipalities to be Participants. (a) The purpose of the 4M Fund is to provide a means through which Municipalities may jointly and cooperatively exercise their power to invest their respective available funds so as to enhance their investment opportunities pursuant to an investment program conducted in. accordance with the Laws of the State of Minnesota, from time to time in effect, governing the investment of the Municipal Funds. Only Municipalities organized under the Laws of the State of Minnesota may become Participants. A Municipality may become a party to this Declaration of Trust and may place moneys in the 4M Fund only after its Board or Council has duly adopted a resolution, or taken other applicable official action, authorizing such Municipality to become a Participant of the 4M Fund and adopting this Declaration of Trust. •(b) It is not necessary for a municipality to place any funds in the 4M Fund to become a Participant, and no minimum investment balance must be maintained by a Municipality which has become a Participant in order for such Municipality to continue to be a Participant. 1.03 Location. The 4M Fund shall maintain an office of record in the State of Minnesota and may maintain such other offices or places of business as the Trustees may from time to time determine. The initial office of record of the 4M Fund shall be: c/o League of Minnesota Cities, 183 University Ave. East, St. Paul, Minnesota 55101. The office of record may be changed . frona,timeto time by resolution of the Trustees, and notice of such change of the office of record shall be given to each Participant. • 1.04 j4ature of 4M Fund and Declaration of Trust. (a) The 4M Fund shall be a common law trust (also known as a business trust) organi- zed and existing under the laws of the State of Minnesota. The 4M Fund is not intended to be, shall not be deemed to be, and shall not be treated as, a general partnership, limited partnership, 7 • • joint venture, corporation, investment company, joint stock association or joint stock company. The Participants shall be beneficiaries of the 4M Fund, and their relationship to the Trustees shall be solely in their capacity as Participants and beneficiaries in.accordance with the rights conferred upon them hereunder. (b) This Declaration of Trust is an agreement of indefinite term regarding the joint or cooperative exercise -of a power common to the parties thereto_ within the meaning of the Joint Powers Act. 1.05 Definitions. As used in this Declaration of Trust, the following terms shall have the following meanings unless the context hereof otherwise requires: "Administrator" shall mean any Person or Persons appointed, employed or contracted with by the Trustees under the applicable provisions of Section 3.1 hereof. 'Administration Agreement" shall mean the agreement with the Administrator referred to in Section 3.3 hereof as the same may be amended from time to time. "Adviser" shall mean any Person or Persons appointed, employed or contracted with by the Trustees under the applicable provisions of Section 3.1 hereof. "Affiliate" shall mean, with respect to any Person, another Person directly or indirectly controlling, controlled by or under common control with such Person, or any officer, director, partner or employee of such Person. "Board of Trustees" or "Trustees" shall mean the Board of Directors of the League of Minnesota Cities. • T'e.0<.( ece,c>ti "Board' or "Council" shall mean the governing body of a Minicipality as defined herein. "Custodian" shall mean any Person or Persons appointed, employed or contracted with by the Administrator under the applicable provisions of Section 11.2 hereof. -- 'Custodian Agreement" shall mean the agreement with the Custodian referred to in Section 11.1 hereof as the same may be amended from time to time. "Declaration of Trust" shall mean this Declaration of Trust as amended, restated or modified from time to time. References in this Declaration of Trust to "Declaration", "hereof", "herein", "hereby" and "hereunder" shall be deemed to refer to the Declaration of Trust and shall • • not be limited to the particular text, article or section in which,such words appear. "Employee of a Municipality" or "Municipal Employee" shall mean a director of finance, a finance official or other managerial employee of a Municipality charged with responsibility for municipal finance. ".4M Fund" shall mean the common law trust created by this Declaration of Trust. "4M Fund Property" shall mean, as.of any particular time, any and all property, real, personal or otherwise, tangible or intangible, which is transferred, conveyed or paid to the 4M Fund or the Trustees and all income, profits and gains therefrom and which, at such time, is owned or held by, or for the account of, the 4M Fund or the Trustees. 8 I • "Information Statement" shall mean the information .statement or other descriptive document or documents adopted as such by the Trustees and distributed by the 4M Fund to participants and potential Participants of the 4M Fund as the same may be amended by the Trustees from time to time. "Initial Participants" shall mean the League of Minnesota Cities and the City of Minnetonka which Municipalities initially formed the 4M Fund by the execution and adoption of this Declaration of Trust. "Investment Advisory Agreement" shall mean the agreement with the Adviser referred to in Section 3.2 hereof as the same may be amended from time to time. "Joint Powers Act" shall mean Minnesota Statutes, Section 471.59. "Laws" shall mean common law and all ordinances, statutes, rules, regulations, orders, injunctions, decisions, opinions or decrees of any government or political subdivision or agency thereof, or any court or similar entity established by any thereof. 'Municipality" shall mean county, city, town, public authority, public corporation, public f�^.i�.ereck. commission, special district, any other political subdivision, or an agency of the state or its subdivisions and any "instrumentality" (as that term is defined in the Joint Powers Act)-of a municipality. "Participants" shall mean the Initial Participants and the Municipalities which adopt this Declaration of Trust pursuant to Section 14.6 hereof. "Permitted Investments" shall mean the investments referred to in Paragraph (b) or Section 2.2 hereof. • "Person" shall mean and include individuals, corporations, limited partnerships, general partnerships, joint.stock companies or associations, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other entities (which or not legal entities) . and governments and agencies and political subdivisions thereof. "Share" shall mean the unit used to denominate and measure the respective beneficial interests of the Participants in the Fund Property as described in Article VI. "Share Register" shall mean the register of Shares maintained pursuant to Article VII hereof. "Technical Advisory Board" shall mean the persons appointed by the Trustees to act as technical advisors to the Trust. • • ARTICLE II • Powers of the Trustees 2.1 General. Subject to the rights of the Participants as provided herein, the Trustee) shall have, without other or further authorization, full, exclusive and absolute power, control an( authority over the 4M Fund Property and other the affairs of the 4M Fund to the same extent a if the Trustees were the sole and absolute owners of the 4M Fund Property in their own right, an. 9 with such powers of delegation as may be permitted by this Declaration of Trust. The trustees may do and perform such acts and things as in their sole judgment and discretion are necessary and proper for conducting the affairs of the 4M Fund or promoting the interests of the 4M Fund. and the Participants. The enumeration of any specific power or authority herein shall not be construed as limiting the aforesaid general power or authority or any specific power or authority. The trustees may exercise any power authorized and granted to them by this Declaration of Trust. Such powers of the Trustees may be exercised without the necessity of any order or, or resort to, any court. 2.2 permitted Investments. The Trustees shall have full and complete power, subject in all respects to Article IV hereof, (a) to conduct, operate and provide an investment program for the Participants; and (b) for such consideration as they may deem proper and as may be required by Law, to subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, sell, assign, transfer, exchange, distribute or otherwise deal in or dispose of investment instruments as permit- ted by Law (the "Permitted Investments"). Permitted Investments include, without limitation, as of the date hereof, the following: (i) any security which is a direct obligation of or is guaranteed as to payment of principal and interest by the United States of America or any agency or instrumentality thereof; (ii) shares of an investment company (1) registered under the federal invest- ment company act of 1940, whose shares are registered under the federal securities act of 1933, and (2) whose only investments are in securities described in the preceding clause and repurchase agreements fully collateralized by those securities, if the repurchase agreements are entered into only with those primary reporting dealers that report to the Federal Reserve Bank of New York and with the 100 largest United States commercial banks; (iii) any security which is a general obligation of the State of Minnesota or any of its municipalities; (iv) bankers acceptances of United States banks eligible for purchase by the Federal Reserve System; (v) commercial paper issued by United States corporations or their Canadian subsidiaries that is of the highest quality and matures in 270 days or less; (vi) deposits in a national bank or in a state bank or thrift institutior insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, provided that any such deposit shall be insured, bonded or collateralized in the manne) required by Law and that any such bank or thrift institution shall meet criteria designated frorr time to time by the Trustees; (vii) repurchase agreements (a) with any bank qualified as a depository 6- money held in the debt service fund of a municipality of the State of Minnesota or (b) with an: national or state bank in the United States of America which is a member of the Federal Resery System and 'whose combined capital and surplus equals or exceeds S10,000,000 or (c) with a Primar Reporting Dealer in United States Government Securities to the Federal Reserve Bank of New Yor, as such term is defined in Minnesota• Statutes, Section 475.51, Subdivision 11 or (d) a securitie 10 -h broker-dealer having its principal executive office in Minnesota, licensed pursuant to Chapter 80A or an affiliate of it, regulated by the Securities and Exchange Commission and maintaining a combined capital and surplus of S40,000,000 or more, exclusive of subordinated debt; and (viii) such other investment instruments now or hereafter permitted by applicable Law for the investment of moneys of Municipalities organized under the laws of the State of Minnesota. . In the exercise of their powers, the Trustees shall not be limited, except as otherwise provided hereunder, to investing in Permitted Investments maturing before the possible termination of the 4M Fund. Except as otherwise provided in this Declaration of Trust, the Trustees shalt not be limited by any Law now or hereafter in effect limiting the investments which may be held or retained by trustees or other fiduciaries, and they shall have full authority and power to make any and all Permitted Investments within the limitations of this Declaration of Trust, that they, in their absolute discretion, shall determine to be advisable and appropriate. The Trustees shall have no liability for loss with respect to Permitted Investments made within the terms of this Declaration of Trust, even though such investments shall be of a character or in an amount not considered proper for the investment of trust funds by trustees or other fiduciaries. The Trustees shall be permitted only to make Permitted Investments in accordance with Article IV of this Declaration of Trust. 2.3 Leant Title. (a) Legal title to all of the 4M Fund Property shall be vested in the Trustees on behalf of the Participants and be held by and transferred to the Trustees, except that the Trustees shall have full and complete power to cause legal title to any 4M Fund Property to be held, on behalf of the Participants, by or in the name of the 4M Fund, or in the name of any other Person as nominee, on such terms, in such manner, and with such powers as the Trustees may determine, so long as in their judgment the interest of the 4M Fund is adequately protected. (b). The right, title and interest of the Trustees in and to the 41t1 Fund Property shall vest automatically in all persons who may hereafter become Trustees upon their election to the Board of Directors of the League of Minnesota Cities and qualification without any further act. Upon the expiration of term of office, resignation, disability, removal, adjudication as an incompetent, or death of a Trustee, he (and in the event of his death, his estate) shall automa- tically cease to have any right, title or interest in or to any of the 4M Fund Property, and the right, title and interest of such Trustee in and to the 4M Fund Property shall vest automatically in the remaining Trustees without any further act. 2.4 Disoosition of Assets. Subject in all respects to Article IV hereof and to the Laws from time to time applicable to Municipalities of the State of Minnesota, the Trustees shall have full and complete power to sell, exchange or otherwise dispose of any and all 4M Fund Property free and clear of any and all trusts and restrictions, at public or private sale, for cash or on terms, with or without advertisement, and subject to such restrictions, stipulations, agreements and reservations as they shall deem proper, and to execute and deliver any deed, power, assignment, bill of sale, or 4her instrument in connection with .the.foregoin&..,::The Trustees shall also have ful and complete power, subject in all respects to Article IV hereof, and in furtherance of the affairs and purposes of the 4M Fund, to give consents and make contracts relating to 4M Fund Propert; or its use. . 2.5 Taxes. The Trustees shall have full and complete power. (i) to pay all taxes o assessments, of whatever kind oXnature, validly and lawfully imposed upon or against the 4M Fun( 11 • • -1 • or the Trustees in connection with the 4M Fund Property or upon or against the 4M Fund Property or income or any part thereof; (ii) to settle and compromise disputed tax liabilities; and (iii) for the foregoing purposes to make such returns and do all such other acts and things as may be deemed by the Trustees to be necessary or desirable. 2.6 iahts as Holders of 4M Fund Property. The Trustees shall have full and complete power to exercise on behalf of the Participants all of the rights,;powers and privileges appertaining to the ownership of all or any Permitted Investments or other property forming part of the 4M Fund Property to the same extent that any individual might, and, without limiting the generality of the foregoing, to vote or give any consent, request or notice or waive any notice either in person or by proxy or power of attorney, with or without the. power of substitution, to one or more Persons, which proxies and powers of attorney may be for meetings or actions generally, or for any particular meeting or action, and may include the exercise of discretionary powers. 2.7 peleaation: Committees. The Trustees shall have full and complete power (consistent with their continuing exclusive authority over the management of the 4M Fund, the conduct of its affairs, their duties and obligations as Trustees, and the management and disposition of 4M Fund Property), to delegate from time to time to such one or more of their number (who may be designated as constituting a committee of the Trustees as provided in Section 9.9 hereof) or to • officers, employees or agents of the 4M Fund (including, without limitation, the Administrator, the Adviser and the Custodian) the doing of such acts and things and the execution of such instruments either in the name of the 4M Fund, or the names of the Trustees or as their attorney or attorneys, or otherwise as the Trustees may from time to time deem expedient and appropriate in the further- ance of the business affairs and purposes of the 4M Fund. 2.8 Collection. The Trustees shall have full and complete power. (i) to collect, sue for, receive and receipt for all sums of money or other property due to the 4M Fund; (ii) to consent to extensions of the time for payment, or to the renewal of any securities, investments or obligations; (iii) to engage or intervene in, prosecute, defend, compromise, abandon or adjust by arbitration or otherwise any actions, suits, proceedings, disputes, claims, demands or things relating to the 4M Fund Property; (iv) to foreclose any collateral, security or instrument securing any investments, notes, bills, bonds, obligations or contracts by virtue of which any sums of money are owed -to the 4M Fund; (v) to exercise any power of sale held by them, and to convey good title hereunder free of any and all trusts, and in connection with any such foreclosure or sale, to purchase or otherwise acquire title to any property; (vi) to be parties to reorganization and to transfer to and deposit with any corporation, committee, voting trustee or other Person any securities, investments or obligations of any person which form a part of the 4M Fund Property, for the purpose of such reorganization or otherwise; (vii) to participate in any arrangement for enforcing or protecting the interests of the Trustees as the owners or holders of such securities, investments or obligations and to pay any assessment levied in connection with such reorganization or arrangement; (viii) to extend the time (with or without security) for the payment or delivery of any debts or property and to execute and enter into releases, agreements and other instruments, and (ix) to pay or satisfy any debts or claims upon any evidence that the Trustees shall deem sufficient. 2.9 Payment of Exzenses. The Trustees shall have full and complete power: (i) to incur- and pay any charges or expenses which in the, opiniop..,ctf..,the. Trustees .are necessary or- incidental to or proper for carrying out any of the purposes of this Declaration of Trust; (ii) to reimburse others for the payment therefor; and (iii) to pay appropriate compensation or fees from the funds of the 4M Fund to Persons with whom the 4M Fund has contracted or transacted business. T'he Trustees shall fix the compensation, if any, of all officers and employees of the 4M Fund. The Trustees shall not be paid compensation for their general services as Trustees here- under. The Trustees may pay themselves or any one or more of themselves reimbursement for 12 expenses reasonably incurred by themselves or any one or more of themselves on behalf of the 4M Fund. 2.10 Borrowing and Indebtedness. The Trustees shall not have the power to borrow money or incur indebtedness on behalf of the 4M Fund, or authorize the Fund to borrow money or incur indebtedness, except as provided in clause iv of Section 4.2 of this Declaration of Trust, but X. only if and to the extent permitted by Law. 2.11 Deposits. The Trustees shall have full and complete power to deposit, in such manner as may now or hereafter be permitted by Law, any moneys or funds, included in the 4M Fund Property, and intended to be used for the payment of expenses of the 4M Fund or the Trustees, with one or more banks, or thrift institutions meeting the requirements of Section 2.2(b)(vi) hereof. Such deposits are to be subject to withdrawal in such manner as the Trustees may determine, and the Trustees shall have no responsibility for any loss which may occur by reason of the failure of the bank or thrift institution with which the moneys, investments, or securities have been deposited. Each such bank or thrift institution shall comply, with respect to such deposits, with all applicable requirements of all applicable Laws, including, but not limited to, Laws of the State of Minnesota relating to Municipalities. 2.12 Valuation. The Trustees shall have full and complete power to determine in good faith conclusively the value of any of the 4M Fund Property and to revalue the 4M Fund Property. 2.13 Fiscal Year Accounts. The Trustees shall have full and complete power to determine the fiscal year of the 4M Fund and the method or form in which its accounts shall be kept and from time to time to change the fiscal year or method or form of accounts. Unless otherwise determined by the Trustees pursuant to this Section 2.13, the fiscal year of the 4M Fund shall terminate on June 30 and commence on July 1 of each calendar year. 2.14 Concerning_ the 4M Fund and Certain Affiliates. (a) The 4M Fund may enter into transactions with any Affiliate of the 4M Fund or of the Adviser, the Administrator, or the Custodian or of any Trustee, officer, director of employee of the 4M Fund or with any Affiliate of an agent of the 4M Fund or of the Adviser, the Adminis- trator, or the Custodian if (i) each such transaction (or type of transaction) had, after disclosure of such affiliation, been approved or ratified by the affirmative vote of a majority of the Trustees, including a majority of the Trustees who are not Affiliates of any Person (other than the 4M Fund) who is a party to the transaction or transactions with the 4M Fund and (ii) such transaction (or type of transaction) is, in the opinion of the Trustees, on terms fair and reasonable to the 4M Fund and the Participants and at least as favorable to them as similar arrangements for comparable transactions (of which the Trustees have knowledge) with organizations unaffiliated with the 4M Fund or with the Person who is a party to the transaction or transactions with the 4M Fund; (b) Except as otherwise provided in this Declaration of Trust or in the Laws of the State of Minnesota, in the absence of fraud, a contract, act or other transaction between the .4M. E.u-id"and+_any,,gther Person, or in which the 4M Fund is interested, is valid and no Trustee, officer, employee or agent of the 4M Fund shall have any liability as-a result--:of-entering:into.any; such contract, act or transaction even though (i) one or more of the Trustees, officers, employees or agents of such other Person, or (ii) one or tnore of the Trustees, officers, employees, or agents of the 4M fund, individually or jointly with or affiliated with, such contract, act or transaction, provided that (i) such interest or affiliation is disclosed to the Trustees and the Trustees authorize such contract, act or other transaction by a vote of a majority of the unaffiliated Trustees, or (ii) such interest or affiliation is disclosed to the Participants, and such contract, act or transaction is 13 • approved by a majority of the Participants. (c) Any Trustee or officer, employee, or agent of the 4M Fund may, in his personal capacity, or in a capacity as trustee, officer, director, stockholder, partner, member, agent, adviser or employee of any Person, have business interests and engage in business activities in addition to those relating to the 4M Fund, which interests and activities may be similar to those of the 4M Fund and include the acquisition, syndication, holding, management, operation or - disposition of securities, investments and funds, for his own account or for the account of such Person. Each Trustee, officer, employee and agent of the 4M Fund shall be free of any obligation to present to the 4M Fund any investment opportunity which comes to him in any capacity other • than solely as Trustee, officer, employee or agent of the 4M Fund, even if such opportunity is of a character which, if presented to the 4M Fund, could be taken by the 4M Fund. (d) Subject to the provisions of Article III hereof, any Trustee or officer, employee or agent of the 4M Fund may be interested as trustee, officer, director, stockholder, partner, member, agent, adviser or employee of, or otherwise have a direct or indirect interest in, any Person who may be engaged to render advice or services to the 4M Fund, and may receive compen- sation from such Person as well as compensation as Trustee, officer, employee or agent of the Fund or otherwise hereunder. None of the activities and interests referred to in this paragraph (d) shall be deemed to conflict with his duties and powers as Trustee, officer, employee or agent of the 4M Fund. (e) To the extent that any other provision of this Declaration of Trust conflicts with, or is otherwise contrary to the provisions of, this Section 2.14, the provisions of this Section 2.14 shall be deemed controlling. • (f) Notwithstanding the foregoing provisions of this Section 2.14, the Trustees shall not have the power to engage in any transaction with any Affiliate that would be inconsistent with the Laws of the State of Minnesota concerning conflicts of interest, including, but not limited to, Minnesota Statutes, Sections 471.87 and 471.88, or any other Law limiting the Participants' power to enter into such transaction, and the By-Laws of the 4M Fund may contain provisions more restric- tive than those set forth in this Section 2.14. -- 2.15 Jnvestment Program. The Trustees shall use their best efforts to obtain through the Adviser or other qualified Persons a continuing and suitable investment program, consistent with the investment policies and objectives of the 4M Fund set forth in Article IV of this Declara- tion of Trust, and the Trustees shall be responsible for reviewing and approving or rejecting the investment program presented by the Adviser or such other Persons. Subject to the provisions of Section 2.7 and Section 3.1 hereof, the Trustees may delegate functions arising under this Section 2.15 to one or more of their number or to the Adviser. 2.16 Power to Contract. Appoint. Retain and Emulov. • (a) Subject to the provisions of Section 2.7 and Section 3.1 hereof with respect to delegation of authority by the Trustees, the Trustees shall have full and complete power to appoint, employ,. retain, .or.coatricL:with any Person oSk'suitable qualifications and high repute (including.one or more of themselves and any corporation, partnership, trust or other entity of which one or more of them may be an Affiliate, subject to the applicable requirements of Section 2.14 hereof) as the Trustees may deem necessary, or desirable for the transaction of the affairs of the 4M Fund, including any Person or Persons who, under the supervision of the Trustees, may, among other things: (i) serve as the 4M Fund's investment adviser and consultant in connection with policy decisions made by the Trustees; (ii) serve as the 4M Fund's administrator or co-administrators; (iii) 14 • furnish reports to the Trustees and provide research, economic and statistical data in connection with the 4M Fund's investments; (iv) act as consultants, accountants, technical advisers, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians or agents for collection, insurers or insurance agents, registrars for Shares or in any other capacity deemed by the Trustees to be necessary or desirable; (v) investigate, select, and, on behalf of the 4M Fund, conduct relations with Persons acting in such capacities and pay appropriate fees to, and enter into appropriate contracts with, or employ, or retain services performed or to be performed by, any of them in connection with the investments acquired, sold, or otherwise disposed of, or committed, negotiated, or contemplated to be acquired, sold or otherwise disposed of; (vi) substitute any other Person for any such Person, (vii) act as attorney-in-fact of agent in the purchase or sale or other disposition of investments, and in the handling, prosecuting or other enforcement of any lien or security securing investments; and (viii) assist in the performance of such ministerial functions necessary in the management of the 4M Fund as may be agreed upon with the Trustees. (b) The manner of employing, engaging, compensating, transferring, or discharging any Person as an employee of the 4M Fund shall be subject to Minnesota Law. For purposes of the preceding sentence, 'employee of the 4M Fund" shall not include independent contractors such as the Adviser, the Administrator, the Custodian, counsel or independent accountants and their respective employees. 2.17 Insurance. The Trustees shall have full and complete power to purchase aiia pay for, entirely out of 4M Fund Property, insurance policies insuring the 4M Fund and the Trustees, officers, employees and agents of the 4M Fund individually against all claims and liabilities of every nature arising by reason of holding or having held any such office or position, or by reason of any action alleged to have been taken or omitted by the 4M Fund or any such Person as Trustee, officer, employee and agent, including any action taken or omitted that may be determined to constitute negligence, whether or not the 4M Fund would have the power to indemnify such Person against such liability. 2.18 Seal. The Trustees shall have full and complete power to adopt and use a seal for the 41v1 Fund, but, unless otherwise required by the Trustees, it shall not be necessary for the seal to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the 4M Fund. 2.19 Jndemnification. -In addition to the mandatory indemnification provided for in Section 5.3 hereof, the Trustees shall have full and complete power, to the extent permitted by applicable Laws, to indemnify or enter into agreements with respect to indemnification with any Person with whom the 4M Fund has dealings, including, without limitation, the Adviser, the Administrator, and the Custodian, to such extent as the Trustees shall determine. 2.20 remedies. Notwithstanding any provision in this Declaration of Trust, when the Trustees deem that there is a significant risk that an obligor to the 4M Fund may default or is in default under the terms of any obligation to- the 4M Fund, the Trustees shall have full anc complete power to pursue any remedies permitted by Law which, in their sole judgment, are in the interests of the 4M Fund, and the Trustees shall have full and complete power to enter into am investment, commitment or obligation of the 4M Fund resulting from the pursuit of such rernedie: as are necessary or desirable to dispose--of-property acquired in the pursuit of such remedies. 2.21 Jnformation Statement. The' Trustees shall have full and complete power tc prepare, publish and distribute an Information Statement regarding the 4M Fund and to amend o supplement the same from time to time. 15 )4 2.22 Further Powers. The Trustees shall have full and complete power to take all such actions, do all such matters and things and execute all such instruments as they deem necessary, proper or desirable in order to carry out, promote or advance the interests and purposes of the 4M Fund although such actions, matters or things are not herein specifically mentioned. Any determin- ation as to what is in the best interests of the 4M Fund made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. The Trustees shall not be required to obtain any court order to deal with the 4M Fund Property. • 2.23 Compliance with Laws. The Trustees shall at all times exercise all powers granted hereunder in compliance with, and the operations of the 4M Fund shall at all times be conducted in accordance with, the applicable Laws of the State of Minnesota. 2.24 Tax or Aid or Revenue Anticipation BorrowinE. Notwithstanding the provisions of Section 2.10 or 4.2 or any other provision of this Declaration, the Trustees shall have full and complete power to borrow money or incur indebtedness as a part of a program of tax or aid or revenue anticipation borrowing by Participant Municipalities. They shall have the power to issue such obligations on behalf of the Participants, coordinate the issuance of such obligations by the Participants, to become members of joint powers entities authorized to issue or coordinate the issuance of such obligations, or to enter into contracts or agreements of any nature authorized by • law related to the issuance of such obligations. The assets of the 4M Fund itself shall not be pledged by the Trustees to the repayment of any portion of such borrowing and any obligations issued shall not constitute a debt of the 4M Fund, shall not be payable from or be a charge upon any assets of the 4M Fund, shall not give rise to any pecuniary liability of the 4M Fund, and shall not be enforceable against any property of the 4M Fund, other than amounts received from participating Municipalities inn connection with that anticipation borrowing program which are pledged to the repayment of the borrowing or obligations. The Trustees shall have such powers as necessary to conduct or participate in such anticipation borrowing programs as approved by the Trustees, including a program of investment of obligation proceeds. ARTICLE III Technical Advisory Boards Investment Adviser. Administrator, and Custodian 3.1 Appointment. The Trustees are responsible for the general investment policy and program of the 4M Fund and for the general supervision and administration of the business and affairs of the 4M Fund conducted by the officers, agents, employees, investment advisers, adminis- trators, or independent contractors of the 4M Fund. The Trustees are not required personally to conduct all of the routine business of the 4M Fund and, consistent with their ultimate responsibility as stated herein, the Trustees may appoint, employ or contract with an Adviser as ar investment adviser to the Trustees, an Administrator as an administrator for the 4M Fund and t Custodian. The trustees may grant or delegate such authority to the Adviser and the Administrator (pursuant to the terms of Section 2.16 hereof) or to any other Person the services of whom an obtained by the Adviser or the Administrator, as the Trustees may, in their sole discretion, deem t( be-necessary or desirable, for the efficient management of the 4M Fund, without regard to whethe such authority is normally granted or delegated by'trbstees-br'otlier"fiduciaries, The Trustees ma appoint one or more persons to serve jointly as Co-Advisers and one or more persons to sery jointly as Co-Administrators. The same person may serve simultaneously as the Administrator an as the Adviser, but no person serving as the Administrator or as the Adviser may serve as th Custodian. Piper Capital Management, Inc., a subsidiary of Piper 3affray, Inc., a corporatio organized and existing under the Laws of the State of Delaware, is appointed as the initi: 16 • Administrator and Adviser for the 4M Fund. Marquette Bank Minneapolis is appointed as the initial Custodian for the 4M Fund. The Trustees shall appoint a Technical Advisory Board to assist the Trustees in the development of policies and the overseeing and reviewing of the activities of the 4M Fund. The Technical Advisory Board shall be made up of such individuals as the Trustees deem advantageous to the Fund. The composition of the Technical Advisory Board may be changed from time to time in the discretion of the Trustees. 3.2 Duties of the Adviser. The duties of the Adviser shall be those set forth in the Investment Advisory Agreement to be entered into between the 4M Fund and the Adviser. Such duties may be modified by the Trustees, from time to time, by the amendment of the Investment Advisory Agreement. Subject to Article IV hereof, the Trustees may authorize the Adviser to effect purchases, sales, or exchanges of 4M Fund Property on behalf of the Trustees or may authorize any officer, employee, agent or Trustee to effect such purchases, sales, or exchanges pursuant to recommendations of the Adviser, all without further action by the Trustees. Any and aII of such purchases, sales, and exchanges shall be deemed to be authorized by all the Trustees. The Invest- ment Advisory Agreement may authorize the Adviser to employ other persons to assist it in the performance of its duties. The Investment Advisory Agreement shall provide that it_ may be terminated at any time without cause and without the payment of any penalty by the 4M Fund on sixty (60) days written notice to the Adviser. 3.3 Puties Qf the Administrator. The duties of the Administrator shall be those set forth in the Administration Agreement to be entered into between the 4M Fund and the Adminis- trator. Such duties may be modified by the Trustees, from time to time, by the amendment of the Administration Agreement. The Administration Agreement may authorize the Administrator to employ other persons to assist it in the performance of its duties. The Administration Agreement shall provide that it may be terminated at any time without cause and without the payment of any penalty by the 4M Fund on sixty (60) days written notice to the Administrator. 3.4 Duties of Custodian. The duties and qualifications of the Custodian shall be those set forth in Article,11 herein. 3.5 Successors. In the event that, at any time, the position of Adviser, Administrator, or Custodian shall become vacant for any reason, the Trustees may appoint, employ or contract with a successor Adviser, Administrator, or Custodian. A predecessor shall- assist and cooperate with the 4M Fund in the smooth and orderly transition in the event a successor Adviser, Administrator, or Custodian is appointed 'for any reason. - ARTICLE IV • Investments . 4.1 Statement of Investment Policy•and Obiective. Subject to the prohibitions and restrictions contained in Section 4.2 hereof, the general investment policy and objective of the 1,4.,•—:..,07.T;ruste;As-.2shall,be.to provide to the Participants of the 4M Fund the highest possible investment yield, while maintaining liquidity and preserving capital by--inuesti ig,_it- Permitted Investments in accordance with applicable provisions of Law, as may be set forth more fully in the 4M Fund'! Information Statement, as the same may be amended from time to time. 4.2 Restrictions Fundamental to the 4M Fund. Notwithstanding anything in thi: Declaration of Trust which may be deemed to authorize the contrary, the 4M Fund: • 17 (i) May not make any investment other than investments authorized by the provi- sions of Law applicable to the investment of funds by the Participants, as the same may be amended from time to time; • (ii) May not purchase any Permitted Investment which has a maturity date more than one year from the date of the 4M Fund's purchase thereof, unless subject, at the time of such purchase by the 4M Fund, to an irrevocable agreement on the part of a Responsible Person to purchase such Permitted Investment from the 4M Fund within and (1) year; (iii) May not purchase any Permitted Investment if the effect of such purchase by the 4M Fund would be to make the average dollar weighted maturity of the 4M Fund's investment portfolio greater than ninety (90) days, provided, however, that in making such determination any Permitted Investment which is subject to an irrevocable agreement of the nature referred to in the preceding clause (ii) shall be deemed to mature on the day on which the 4M Fund is obligated to sell such Permitted Investment back to a Responsible Person or the day on which the 4M Fund may exercise its rights under such agreement to require the purchase of such Permitted Investment by a Responsible Person; (iv) May not borrow money or incur indebtedness except to facilitate as a tempor- ary measure: (a) withdrawal requests which might otherwise require unscheduled dispositions of portfolio investments; • (b) for a period not to exceed one business day, withdrawal requests pending receipt of collected funds from investments sold on the date of the withdrawal requests or with- drawal requests from Participants who have notified the 4M Fund of their intention to deposit funds in their accounts on the date of the withdrawal requests; or (c) for a period not to exceed one business day, the purchase of Permitted Investments pending receipt of collected funds from Participants who have notified the 4M Fund of their intention to deposit funds in their accounts on the date of the purchase of the Permitted Investments; (v) May not make loans, provided that the 4M Fund may make Permitted Invest- - ments; (vi) May not hold or provide for the custody of any 4M Fund Property in a manner not authorized by Law or by any institution or Person not authorized by Law; • (vii) Except as permitted by Section 2.2(b)(ii) hereof, may not purchase securities or shares of investment companies or any entities similar to the 4M Fund; and (viii) May not pledge assets except to secure indebtedness permitted by (iv) of this Section 4.2; however in the case of indebtedness secured under Section 4.2(iv)(b) or (c) hereof, it may .pledge..asse•ts,:ortly,,ttZ.the extent of the actual funds in the account of a participant on whose behalf the permitted indebtedness was incurred plus an amount equal- to trat'a'mouitt`''irl`t c 'thut Participant has notified the 4M Fund that it intends to deposit in its account on that date. For the purposes of this Section 4.2, the phrase "Responsible Person" shall mean a person with which the 4M Fund is authorized to enter into agreements pursuant to Section 2.2(b)(vii) hereof. 18 • • 4.3 Amendment of Restrictions. The restrictions set forth in Section 4.2 hereof are fundamental to the operation and activities of the 4M Fund and may not be changed without the affirmative vote of a majority of the Participants entitled to vote, except that such restrictions may be changed by the Trustees so as to make them more restrictive when necessary to conform the investment program and activities of the 4M Fund to the Laws of the State of Minnesota and the United States of America as they may from time to time be amended. ARTICLE V Limitations of Liability 5.1 Liability to Third Persons. No Participant shall be subject to any personal liability whatsoever, in tort, contract or otherwise to any other Person or Persons in connection with 4M Fund Property or the affairs of the 4M Fund; and no Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund shall be subject to any personal liability whatsoever in tort, contract or otherwise, to any other Person or Persons in connection with 4M Fund Property or the affairs of the 4M Fund, except that each shall be personally liable for his bad faith, willful misconduct, gross negligence or reckless disregard of his duties or for his-failure to act in good faith in the reasonable belief that his action was-in the best interests of the 4M Fund and except that the Investment Advisory Agreement and the Admin- istration Agreement shall provide for the personal liability of the Adviser or the Administrator, as the case may be, for its willful or negligent failure to take reasonable measures to restrict investments of 4M Fund Property to those permitted by Law and this Declaration of Trust. 5.2 Liability to the 4M Fund or to the Participants. No Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund shall be liable to the 4M Fund or to any Participant, Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund for any action or failure to act (including, without Iimitation, the failure to compel in any way any -•-• former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of his duties and except that the Investment Advisory Agreement and the Administration Agreement shall provide for the personal liability of_the Adviser or the Administrator, as the case may be, for its willful or negligent failure to take reasonable measures to restrict investments of 4M Fund Property to those permitted by Law and this Declaration of Trust; provided, however, that the provisions of this Section 5..2 shall not limit the liability of any agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund with respect to breaches by it of a contract between it and the 4h Fund. • 5.3 Indemnification. (a) The 4M Fund shall indemnify and hold each Participant harmless from am against all claims and liabilities, whether they proceed to judgment or are settled or otherwis. brought to a conclusion;.Ao.:whicjrsuch.Participant may become subject by reason of its being o; having been a Participant, and shall reimburse such Participant for all legal and tither -exense: reasonably incurred by it in connection with any such claim or liability. The rights accruing to Participant under this Section 5.3 shall not exclude any other right to which such Participant mr be lawfully 'entitled, nor shall anything herein contained restrict the right of the 4M Fund t indemnify or reimburse a Participant in any appropriate situation even though not specificall provided herein. 19 • (b) The 4M Fund shall indemnify each of its Trustees and officers, and employees and agents (including. without limitation, the Adviser, the Administrator and the Custodian) designated by the Board of Trustees to receive such indemnification, against all liabilities and expenses (including, without limitation, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees) reasonably incurred by him in connection with the defense or disposition of any action, suit 'or other proceeding by the 4M Fund or any other Person, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a Trustee, officer, employee or agent • (including, without limitation, the Adviser, the Administrator and the Custodian), except as to any matter as to which he acted in bad faith or with willful misfeasance or reckless disregard of his duties or gross negligence; in addition, in the case of the Adviser, Administrator, or the Custodian in willful or negligent violation of the restrictions on investments of the 4M Fund Property; provided, however, that the provisions of this Section 5.3 shall not be construed to permit the indemnification of any agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund with respect to breaches by it of a contract between it and the 4M Fund; and further provided, however, that as to any matter disposed of by a compromise payment by such Trustee, officer, employee or agent (including the Adviser, Administrator or the Custodian)_X pursuant to a consent decree or otherwise:no indemnification either for said payment or for any other expenses shall be provided unless: 1) The 4M Fund receives a written opinion from independent counsel approved by the Trustees to the effect that if the matter had—been adjudicated, the defenses that could have been presented on behalf of such Trustee, officer, employee or agent (including the Adviser, the Administrator or the Custodian), were meritorious; and 2) If in the opinion of the Board of Trustees, the Trustee, officer, employee or agentl (including t e Adviser, the Administrator of the Custodian) were not acting in bad faith or with willful misfeasance or reckless disregard of their duties or gross negligence. The rights accruing to any iiustee, officer, employee or agent (including, without lifni ation, the Adviser, the Administrator and the Custodian) under the provisions of this paragraph (b) of this Section 5.3 shall not exclude any other right to which he may be lawfully entitled; provided, however, that no Trustee, officer, employee or agent may satisfy any right of indemnity or reimbursement granted herein or to which he may be otherwise entitled except out of the 4M Fund Property, and no Participant shall be personally liable to any Person with respect to any claim for indemnity or reimbursement or otherwise. The Trustees may make advance payments in connection with indemnification under this paragraph (b) of this Section 5.3, provided that the indemnified Trustee, officer, employee or agent (including, without limitation, the Adviser, the Administrator and the Custodian) shall have given a written undertaking to reimburse the 4M Fund in the event that it is subsequently determined that he•is not entitled to such indemnification. (c) Any action taken by, or conduct on the part of, the Adviser, the Administra- tor, a Trustee, an officer, an employee or an agent (including, without limitation, the Adviser, the Administrator and the Custodian) of the 4M Fund in conformity with, or in good faith reliance upon, the provisions of Section 2.14 or Section 5.7 hereof shall not, for the purpose of thi: Declaration of Trust (including, without limitation, Sections 5.1 and 5.2 and this Section 5,3 constitute bad faith, willful misfeasance, gross negligence or reckless disregard of his duties. 5.4 $urety Bonds:-•NceTrusteeshail-;-as such, be obligated to give any bond or surety o other security for the performance of any of his duties. 5.5 AP parent Authority. No purchaser, seller, transfer agent or other Person dealin with the Trustees or any officer, employee or agent of the 4M Fund shall be bound to make an - inquiry concerning the validity of any transaction purporting to be made by the Trustees or b such officer, employee or agent or make inquiry concerning or be liable for the application c 20 , money or property paid, transferred or delivered to or on the order of the Trustees or of such officer, employee or agent. 5.6 Recitals. Any written instrument creating an obligation of the 4M Fund shall be conclusively taken to have been executed by a Trustee or an officer, employee or agent of the 4M Fund only in his capacity as a Trustee under this Declaration of Trust or in his capacity as an officer, employee or agent of the 4M Fund. Any written instrument creating an obligation of' the 4M Fund shall refer to this Declaration of Trust and contain a recital to the effect that the obligations thereunder are not personally binding upon, nor shall resort be had to the property of, any of the Trustees, Participants, officers, employees or agents of the 4M Fund, and that only the 4M Fund Property or a specific portion thereof shall be bound, and such written instrument may contain any further similar recital which may be deemed appropriate; provided, however, that the omission of any recital pursuant to this Section 5.6 shall not operate to impose personal liability on any of the Trustees, Participants, officers, employees or agents of the 4M Fund. 5.7 Reliance on Experts, Etc. Each Trustee and each officer of the 4M Fund shall, in the performance of his duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the 4M Fund, upon an opinion of counsel or upon reports made to the 4M Fund by any of its officers or employees or by the Adviser, the Administrator, the Custodian, accountants, �• appraisers or other experts or consultants selected with reasonable care by the Trustees or officers of the 4M Fund. • 5.8 Liability Insurance. The Trustees shall maintain insurance for the protection of the •• 4M Fund Property and the Trustees, Participants, officers, employees and agents (not including Advisor, Administrator, or Custodian) of the 4M Fund in such amount as the Trustees shall deem adequate to cover all foreseeable tort and contract liability to the extent available at reasonable rates. • • 5.9 No Waiver. Nothing in this Declaration of Trust shall be construed as constituting the waiver of any' immunity from liability available to the 4\1 Fund or the Trustees, Participants, officers, employees or agents of the 4M Fund pursuant to any applicable provision of Law. ARTICLE VI Interests of' Participants 6.1 General. The beneficial interest of the Participants hereunder in the 4M Fund Property and the earnings thereon shall, for convenience of reference, be divided into Shares, which shall be used as units to measure the proportionate allocation to the respective Participants of the beneficial interest hereunder. The number of Shares that may be used to measure and represent the proportionate allocation of beneficial interest among the Participants is unlimited. All Shares shall be of one class representing equal distribution, Iiquidation and other rights. The beneficial interest hereunder measured by the Shares shall not entitle a Participant to preference, preemptive, appraisal, conversion, or exchange rights of any kind with respect to the 4M Fund or the 4M Fund Property. Title to the 4M Fund Property of every description and the' tight to conduct any affairs hereinbefore described are vested in the Trustees on behalf and .for thi beneficial interest, of the Participants, and the Participants shall have no interest therein other than the bereficial interest conferred hereby and measured by their Shares, and they shall have ni right to call for any partition or division of any property, profits, rights, or interests of the 4h • Fund nor can they be called upon to share or assume any losses of the 4M Fund or suffer a: 21 assessment of any kind by virtue of the allocation of Shares to them, except as provided in Section • 10.2 hereof. 6.2 Allocation of Shares (a) The Trustees shall credit a Participant with additional Shares upon receipt of funds (including, without limitation, income from the investment of 4M Fund Property) for the account of such Participant, based on the net asset value per Share as determined pursuant to Section 10.1 hereof. In connection with any allocation of Shares, the Trustees may allocate fractional Shares. The Trustees may from time to time adjust the total number of Shares allocated without thereby changing the proportionate beneficial interests in the 4M Fund. Reductions or • increases in the number of allocated Shares may be made in order to maintain a constant net asset value per Share as set forth in Section 10.2 hereof. Shares shall be allocated and reduced in numbers as whole Shares and/or one hundredths (1/100ths) of a Share or multiples thereof. (b) Shares may be allocated only to a Municipality which has become a Participant of the 4M Fund in accordance with Section 1.2 hereof. Each Participant may establish more than one account within the 4M Fund for such Participant's convenience. (c) The minimum amount of funds which may be placed in the 4M Fund by a �- Participant at any one time shall be as determined by the Trustees from time to time. -U7nless otherwise determined by the Trustees pursuant to this paragraph (c) of this Section 6.2, the minimum amount of funds which may be placed in the 4M Fund by a Participant at any one time shall be One Dollar (S1.00). 6.3 Evidence of Share Allocation. Evidence of Share allocation shall be reflected in the Share Register maintained by or on behalf of the 4M Fund pursuant to Section 7.1 hereof, and the 4M Fund shall not be required to issue certificates as evidence of Share allocation. 6.4 Reduction in Number of Shares to Maintain Constant Net Asset Value. The Shares of the 4M Fund shall be subject to reduction in number pursuant to the procedure for reduction of outstanding Shares- set forth in Section 10.2 hereof in order to maintain the constant net—asset value per Share. 6.5 Withdrawals. Funds may be withdrawn from the 4M Fund at the option of a Participant, upon and subject to the terms and conditions provided in this Declaration of Trust: The 4M Fund shall, upon application of any Participant, promptly pay to such Participant the amount requested and shall reduce the number of Shares allocated to such Participant to the number of Shares which shall reflect such Participant's proportionate interest in the net assets of the 4M Fund after such withdrawal of funds. The procedures for effecting a withdrawal shall be as adopted by the Trustees and as set forth in the Information Statement of the 4M Fund, as the same may be amended from time to time; provided, however, that such procedures shall not be structured so as to substantially and materially restrict the ability of the Participants to withdraw funds from the 4M Fund. 6.6 Suspension of Right of Withdrawal: Postoonement of Payment. Each Participant, by - its adoption of this Declaration of Trust; agrees that the Trustees may, without the necessity of a formal meeting of the Trustees, temporarily suspend the right of withdrawal or postpone the date of payment pursuant to withdrawal requests for the whole or any part of any period (i) during which there, -shall have occurred any state of war, national emergency, banking moratorium or suspension of payments by banks in the State of Minnesota or any general suspension of trading or limitation of prices on the New York or American Stock Exchange (other than customary week-end 22 • • • • • • and holiday closing) or (ii) during which any financial emergency situation exists as a result of which disposal by the 4M Fund of 4M Fund Property is not reasonably practicable because of the substantial ,losses which might be incurred or it is not reasonably practicable for the 4M Fund fairly to determine the value of its net assets. Such suspension or postponement shall not alter or affect a Participant's beneficial interest hereunder as measured by its Shares or the accrued interest and earnings thereon. Such suspension or payment shall take effect at such time as the Trustees shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of, withdrawal or payment until the Trustees shall declare the suspension or postponement at an end, except that the suspension or postponement shall terminate in any event on the first day on which the period specified in clause (i) or (ii) above shall have expired (as to which, the determination of the Trustees shall be conclusive). In the case of a suspension of the right of withdrawal or a postponement of payment pursuant to withdrawal requests, a Participant may either (i) withdraw its request for withdrawal or (ii) receive payment based on the net asset value existing after the termination of the suspension. 6.7 Minimum Withdrawal. There shall be no minimum amount which may be withdrawn from the 4M Fund at any one time at the option of a Participant; provided, however, that no request by a Participant for the withdrawal of less than one dollar (S1.00) need be honored. 6.8 Defective Withdrawal Requests. In the event that a Participant shall submit a request for the withdrawal of a greater amount than is then credited to the account of such Participant, such request shall not be honored, and each Participant, by its adoption of this Declaration of Trust, agrees that the Trustees shall have full and complete power to withdraw funds from . the account of a Participant, and to reduce proportionately the number of Shares allocated to such Participant in accordance with Section 6.5 hereof, in an amount sufficient to reimburse the 4M Fund for any fees, expenses, costs or penalties actually incurred by the 4M Fund as a result of such defective withdrawal request. - 6.9 Allocation of Certain Expenses. Each Participant will, at the discretion of the 4M Fund, indemnify the 4M Fund against all expenses and losses resulting from indebtedness incurred on that Participant's behalf under Section 4,2(iv)(b) or (c) hereof. Each Participant authorizes the -- Trustees to reduce its Shares to the number of Shares which reflects that Participant's proportion- ate interest in the net assets of the 4M Fund after allocation of those expenses and losses to it. • ARTICLE VII Record.of Shares 7.1 Share Register. The Share Register shall be kept by or on behalf of the Trustees, under the direction of the Trustees, and shall .contain (i) the names and addresses of the Partici- . _ pants, (ii) the number of Shares representing their respective beneficial interests hereunder and (iii) a record of all allocations and reductions thereof. Such Share Register shall be conclusive as to the identity of the Participants to which the Shares are allocated. Only Participants whose allocation of Shares is recorded on such Share Register shall be entitled to receive distributions with respect .to Shares or otherwise to exercise or enjoy the rights and benefits related to the beneficial interest hereunder represented by the Shares. No Participant shall be entitled to receive any distribution, nor to have notices given to it as herein provided, until it has given its appro- priate address to such officer or agent of the Fund as shall keep the Share Register for entry 23 thereon. 7.2 Registrar, The Trustees shall have full and complete power to employ a registrar. Unless otherwise determined by the Trustees, the Share Register shall be kept by the Administrator which shall serve as the registrar for the 4M Fund. The registrar shall record the original allocations of Shares in the Share Register. Such registrar shall perform the duties usually performed by registrars of certificates and shares of stock in a.corporation, except as such duties may be modified by the Trustees. 7.3 Owner of Record. No Person becoming entitled to any Shares in consequence of the merger, reorganization, consolidation, bankruptcy or insolvency of any Participant or otherwise, by operation of Law, shall be recorded as the Participant to which such Shares are allocated and shall only be entitled to receive for such Shares the amount credited to the account of the Participant whose beneficial interest in the 4M Fund is represented by such Shares. Until the Person becoming entitled to receive such amount shall apply for the payment thereof and present any proof of such entitlement as the Trustees may in their sole discretion deem appropriate, the Participant of record to which such Shares are allocated shall be deemed to be the Participant to which such Shares are allocated for all purposes hereof, and neither the Trustees nor the registrar nor any officer or agent of the 4M Fund shall be affected by any notice of such merger, reorganization, consolidation, bankruptcy, insolvency or other event. 7.4 No Transfers of Shares. The beneficial interests measured by the Shares shall not be transferrable, in whole or in part, other than to the 4M Fund itself for purposes of effectuating a withdrawal of funds. 7.5 Limitation of Fiduciary Responsibility. The Trustees shall not, nor shall the Participants or any officer, registrar or other agent of the 4M Fund, be bound to see to the execution of any trust, express, implied or constructive, or of any charge, pledge or equity to which any of the Shares or any interest therein are subject, or to ascertain or inquire whether any withdrawal of funds by any Participant or its representatives is authorized by such trust, charge, pledge or equity, or to recognize any Person as having any interest therein except the Participant recorded as the Participant to which such Shares are allocated. The receipt of the Participant in whose name any Share is recorded or of the duly authorized agent of such Participant shall be a sufficient discharge for all moneys payable or deliverable in respect of such Shares and from all liability to see to the proper application thereof. 7.6 Notices. Any and all notices to which Participants hereunder may be entitled and any and all communications shall be deemed duly served or given if mailed, postage pre-paid. addressed to Participants of record at their last known post office addresses as recorded on the Share Register provided for in Section 7.1 hereof. ARTICLE VIII participants 8.1 Voting. Each Participant shall be entitled to one vote as a matter of right wit respect to the following matters: (i) amendment of this Declaration of Trust or termination of th 4M Fund as,provided in Section 4.3 and Section 13.1 hereof; and (ii) reorganization of the 4N1 Fun as provided in Section 13.2 hereof. If shall not be necessary for any minimum number of Shares I be allocated to a- Participant for the Participant to be entitled to vote. Participants shall not t entitled to cumulative voting with respect to any matter. 24 8.2 Right to Initiate a Vote of the Participants. The Participants shall, by an instru- ment or concurrent instruments in writing delivered to the Board of Trustees signed by at least-ten percent (10%) of the Participants, have the right to initiate a vote of the Participants as to any matter described in clause (i) or clause (ii) of Section 8.1 hereof. Within twenty (20) days of receipt of such instrument or instruments, the Board of Trustees shall cause a ballot to be sent to each Participant, setting forth the matter to be voted on and the manner in which such ballots should be executed and delivered. 8.3 Jnspection of Records. The records of the 4M Fund shall be open to inspection at all reasonable times pursuant to Minnesota Statutes, Chapter 13. 8.4 Meetings of Participants. (a) Meetings of the Participants may be called at any time by a majority of the Trustees and shall be called by any Trustee upon written request of not less than ten percent (10%) of the Participants, such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within the State of Minnesota at such place, on such day and at such time as the Trustees shall designate. (b) A majority of the Participants entitled to vote at such meeting present in person (including, if permitted by applicable Law, participation by conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other) or by proxy shall constitute a quorum at any meeting of Participants. • 8.5 Notice of Meetings and Votes. Notice of all meetings of the Participants, stating the time, place and purposes of the meeting, and notice of any vote without a meeting, stating the purpose and method thereof shall be given by the Trustees by mail to each Participant at its registered address, mailed at least ten (10) days and not more than thirty (30) days before the meeting or the day by which votes must be cast. Only the business stated in the notice of a meeting shall be considered at such meeting. Any adjourned meeting may be held as adjourned without further notice. Any notice required by any "open meeting", "sunshine" or similar law, whether now or hereafter in effect, shall also be given. 8.6 Record Date for Meetings and Votes,. For the purposes of determining the Partici- pants that are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to participate in any vote, or for the purpose of any other action, the Trustees may frorr time to time fix a date not more than thirty (30) days prior to the date of any meeting or vote of Participants or other action as a record date for the determination of Participants entitled to vott at such meeting or any adjournment thereof or to cast a ballot in such rote or to be treated a. Participants of record for purposes of such other action. Any Participant which was a Participan at the time so fixed shall be entitled to vote at such meeting or any adjournment thereof, or tt cast a ballot in such vote, even though it then had no Shares allocated to it or has since that dat redeemed its Shares. No Participant becoming such after that date shall be so entitled to vote a such meeting or an.y adjournment thereof or to cast a ballot in such vote or to be treated as Participant of record far purposes of such other action. - r := 8.7 Proxies. At any meeting of•Participants, if permitted by applicable Law, an Participant ;entitled to vote thereat may vote by proxy, provided that no proxy shall be voted any meeting unless it shall have been placed on file with the Secretary of the 4M Fund, or wit such other officer or agent of the 4M Fund as the Secretary of the 4M Fund may direct, ft verification prior to the time at which such vote shall be taken. Pursuant to a resolution of 25 5 majority of the Trustees, proxies may be solicited in the name of one or more of the officers of the 4M Fund. All proxies shall be revocable at the option of the Participant. 8.8 relumber of Votes. Only Participants of record shall be entitled to vote and each Participant shall be entitled to one vote without regard to the number of Shares allocated to it, if any. A proxy purporting to be executed by or on behalf of a Participant shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. 8.10 ReDortS. The Trustees shall cause to be prepared at least annually (i) a report of operations containing a statement of assets and liabilities and statements of operations and of changes in net assets of the 4M Fund prepared in conformity with generally accepted accounting principals and (ii) an opinion of an independent certified public accountant on such financial statements based on an examination of the books and records of the 4M Fund made in accordance with generally accepted auditing standards. A signed copy of such report and opinion shall be filed with the Trustees within ninety (90) days after the close of the period covered thereby. Copies of such reports shall be mailed to all Participants of record within a reasonable period preceding the annual meeting or vote of the Participants. The Trustees shall, in addition, furnish to the Partici- pants, at least quarterly, an interim report containing an unaudited balance sheet of the Fund as at the end of such quarterly period and statements of operations and changes in net assets for the �. period from the beginning of the then current fiscal year to the end of such quarterly period, -- ARTICLE IX Trustees and Officers 9.1 Number and Oualification. • (a) Subject to the power of the Participants to amend this Declaration of Trust, the Board of Directors of the League of Minnesota Cities shall act as the initial governing body of the 4M Fund and shall be the Board of Trustees. The by-laws and constitution of the League of Minnesota Cities shall govern the operation and make-up of the Trustees and Officers of the 4M Fund. (b) The Trustees, in their capacity as Trustees, shall not be required to devote their entire time to the business and affairs of the 4M Fund. (c) The Executive Director of the League of Minnesota Cities may be an gx officio non-voting member of the Board of Trustees. 9.2 Meetings. (a) Meetings of the Trustees shall be held from time to time upon the call of the Chairman,the Vice Chairman, the Secretary or any two trustees. Regular meetings of the Trustees may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Trustees:- Notice•'of any other meeting shall be mailed or otherwise gives not Iess than 48 hours before the meeting but may be waived in writing by any Trustee either before or after such meeting. Any notice required by any "open Meeting", "sunshine" or similar Law, whether now or hereafter in.effect, shall also be given. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not 26 been lawfully called or convened. The Trustees may act with or, if permitted by applicable Law, without a meeting. A quorum for all meetings of the Trustees shall be a majority of the Trustees. Subject to Section 2.14 hereof and unless specifically provided otherwise in this Declaration of Trust, any action of the Trustees may be taken at a meeting by vote of a majority of the Trustees present (a quorum being present) or, if permitted by applicable Law, without a meeting, by written consents of a majority of the Trustees. Any agreement or other instrument or writing executed by one or more of the. Trustees or by any authorized Person shall be valid and binding upon the Trustees and upon the 4M Fund when authorized or ratified by action of the Trustees as provided in this Declaration of Trust. (b) Any committee of the Trustees may act with or without a meeting. A quorum for all meetings of any such committee shall be a majority of the members thereof. Notice of such meeting, including such notice as may be required by an open meetings, `sunshine" or similar Law, shall be given as provided in Section 9.2(a). Unless otherwise specifically provided in this Declaration of Trust, any action of any such committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or, without a meeting, by written consent of a majority of the members. (c) With respect to actions of the Trustees and any committee thereof, Trustees who are affiliated within the meaning of Section 2.14 hereof or otherwise interested in any action to be taken may be counted for quorum purposes under this Section 9.2 and shall be entitled to vote. (d) All or any one or more Trustees may, if permitted by applicable Law, partici- pate in a meeting of the Trustees or any committee thereof by utilizing conference telephone or similar communications equipment by means of which all persons participating in the meeting, including members of the public, can hear each other and participate in a meeting pursuant to such communications shall constitute presence in personal at such meeting. The minutes of any meeting of Trustees held by utilizing such communications equipment shall be prepared in the same manner as those of a meeting of Trustees held in person. • 9.3 Officers. The Officers of the 4M Fund shall be the same as the officers df the Board of Directors of the League of Minnesota Cities. The executive director of the League of Minnesota Cities shall act as secretary of the 4M Fund. The Trustees may elect or appoint, such other officers or agents, who shall have such powers, duties and responsibilities as the Trustees may deem to be advisable and appropriate. 9.4 Committees. The Trustees may elect from time to time from their own number committees consisting of one or more persons, the number composing such committees and the powers conferred upon the same to,be determined by vote of the Trustees. • . 9.5 Re _or.t . The Trustees shall cause to be prepared at least annually (i) a report of operations containing a statement of assets and liabilities and statements of operations and of changes in net assets of the 4M Fund prepared in conformity with generally accepted accounting principles and (ii) an opinion of an independent certified public accountant on such financial statements based on an examination of the books and records of the 4M Fund made in accordance with generally accepted auditing standards. A signed copy of such report and opinion shall be filed with the Trustees within ninety (90) days after'the close of the period covered thereby. Copies of such reports,'shall be mailed to all Participants of record within a reasonable period preceding the annual election of Trustees. The Trustees shall, in addition, furnish to the \participants, at least quarterly, an interim report containing an unaudited balance sheet of the 4M Fund as at the end of such quarterly period and statements of operations and changes in net assets for the period from 27 the beginning of the then current fiscal year to the end of such quarterly period. ARTICLE X Determination of Net Asset Value and Net Income; Distributions to Participants 10.1 Net Asset Value. The net asset value of each allocated Share of the 4M Fund shall be determined once on each business day at such time as the Trustees by resolution may determine. The method of determining net asset value shall be established by the Trustees and shall be set forth in the Information Statement as the same may be amended from time to time. The duty to make the daily calculations may be delegated by the Trustees to the Adviser, the Administrator, the Custodian or such other Person as the Trustees by resolution may designate. 10.2 Constant Net Asset ValuF; Reduction of Allocated Shares. (a) The Trustees shall have full and complete power to determine the net income (including unrealized gains and losses on the portfolio assets) of the 4M Fund once on each business day as provided in Section 10.1 hereof and, upon each such determination such net income shall be credited proportionately to the accounts of the Participants in such a manner,and with the result, that the net asset value per Share of the 4M Fund shall remain at a constant dollar—c'alue. The accounting method used for the determination of the net income of the 4M Fund and the crediting thereof proportionately to the respective accounts of the Participants shall be determined by the Trustees and shall be set forth in•the Information Statement as the same may be amended from time to time. The duty to make the daily calculations may be delegated by the Trustees to the Adviser, the Administrator, the Custodian or such other Person as the Trustees by resolution may designate. Fluctuations in value will be reflected in the number of Shares allocated to each Participant. If there is a net loss, the Trustees shall first offset such amount against income accrued to each Participant. To the extent that such a net loss exceeds such accrued income, the Trustees shall reduce the aggregate number of the 4M Fund's allocated Shares in an amount equal to the amount required in order to permit the net asset value per Share of the 4M Fund to be maintained at a constant dollar value by having each Participant contribute to the 4M Fund its pro r313 portion of such number of Shares. Each Participant will be deemed to have agreed to such reduction in such circumstances by its investment in the 4MFund and its adoption of this Declaration of Trust. The purpose of the foregoing procedure is to permit the net asset value per Share of the 4M Fund to be maintained at a constant dollar value per Share. (b) The Trustees may discontinue or amend the practice of attempting to maintain the net asset value per Share at a constant dollar amount at any time and such modification shall be evidenced by appropriate changes in the Information Statement as the same may be amended from time to time. 10.3 Su_polementary Distributions to Participants. In addition to withdrawals made at the request of individual Participants pursuant to Section 6.5 hereof, the Trustees may from time to - time also declare and make to the Participants, in proportion to their •respective allocation of Shares, out of the earnings, profits or assets in the hands of the Trustees, such supplementary- distributions and the determination of earnings, profits, and other funds and assets available for supplemental distributions and other purposes shall lie wholly in the discretion of the Trustees and may be made at such time and in such manner as the Trustees may in their sole discretion from time to tirrie determine. Any or all such supplementary distributions may be made among the Participants of record at the time of declaring a distribution or among the Participants of record at such other date as the Trustees shall determine. • 28 • • 10.4 Retained Reserves. The Trustees may retain from the gross income of the 4M Fund such amount as they may deem necessary to pay the debts and expenses of the 4M Fund and to meet other obligations of the 4M Fund, and the Trustees shall also have the power to establish such reasonable reserves as they believe may be required. ARTICLE XI • Custodian 11.1 Dutiee. The Trustees shall employ a bank or trust company organized under the Laws of the United States of America or the State of Minnesota having an office in the State of Minnesota and having a capital . and surplus aggregating at least twenty-five million dollars (S25,000,000) as Custodian with authority as its agent, but subject to such restrictions, limitations and other requirements, if any, as may be. contained in the By-Laws of the 4M Fund to perform the duties set forth in the Custodian Agreement to be entered into between the 4M Fund and the Custodian, or as may be imposed by Law. 11.2 Am ointment. The Trustees shall have the power to select and appoint the Custo- dian for the 4M Fund. The Custodian Agreement shall provide that it may be terminated at any time without cause and without the payment of any penalty by the 4M Fund on sixty (60) days' written notice to the Custodian. 11.3 Custodian Agreement. In addition to containing such other provisions as the Trustees may deem appropriate, the Custodian Agreement shall provide that all investments constituting 4M Fund Property shall be held in safekeeping in the manner required by Law, including, without limitation, Minnesota Statutes, Section 475.66, Subdivision 2. 11.4 Agents of Custodian. The Trustees may also authorize the Custodian to employ one or more agents from time to time to perform such of the acts and services of the Custodian and upon such terms and conditions, as maybe agreed upon between the Custodian and such agerrt and approved by the Trustees; provided, however, that, in every case, such agent shall be a bank or trust company organized under the Laws of the United States of America or one of the States thereof having capital and surplus aggregating at least twenty-five million dollars (S25,000,000). 11.5 Successors. In the event that, at any time, the Custodian shall resign or shall be terminated pursuant to the provisions of the Custodian Agreement, the Trustees shall appoint a successor thereto. 11.6 Custodian as Depository for Participants. Each Participant hereby designates the Custodian as a depository for funds of the Participant. ARTICLE XII Recording of Declaration of Trust 12.1 Recording,. This Declaration of Trust and any amendment hereto shall be filed 29 recorded or lodged as a document of public record in such place or places and with such official or officials as may be required by Law or as the Trustees may deem desirable. Each amendment so filed, recorded or lodged shall be accompanied by a certificate signed and acknowledged by a Trustee stating that such action was duly taken in the manner provided for herein; and unless such amendment or such certificate sets forth some earlier or later time for the effectiveness of such amendment, such amendment shall be effective upon its filing. An amended Declaration of Trust, containing or restating the original Declaration and all amendments theretofore made, may be executed any time or from time to time by a majority of the Trustees and shalt, upon filing, recording or lodging in the manner contemplated hereby, be conclusive evidence of all amendments contained therein and may thereafter be referred to in lieu of the original Declaration of Trust and the various amendments thereto. Notwithstanding the foregoing provisions of this Section 12.1, no filing or recordation pursuant to the terms of this Section 12.1 shall be a condition precedent to the effectiveness of this Declaration of Trust or any amendment hereto. ARTICLE XIII Amendment or Termination of 4M Fund; Duration of Fund — 13.1 Amendment Qr Termination. (a) The previsions of this Declaration of Trust may be amended or altered (except as to the limitations on personal liability of the Participants and Trustees and the prohibition of assessments upon Participants), or the 4M Fund may be terminated, at any meeting of the Participants or pursuant to any vote of the Participants called for that purpose, by the affirmative vote of a majority of the Participants entitled to vote, or if permitted applicable Law, by an • instrument or instruments in writing, without a meeting, signed by a majority of the Trustees and a majority of the Participants; provided, however, that the Trustees may, from time to time by a two-thirds vote of the Trustees, and after fifteen (15) days' prior written notice to the Participants, amend or alter the provisions of this Declaration of Trust, without the vote or assen. of the Participants, amend or alter the provisions of this Declaration of Trust, without the vote co assent of the Participants, to the extent deemed by the Trustees in good faith to be necessary tr conform this Declaration to the requirements of applicable Laws or regulations or any interpretatior thereof by a court or other governmental agency or competent jurisdiction, but the Trustees shaI not be liable for failing to do so. Notwithstanding the foregoing, (i) no amendment may be mad pursuant to this Section 13.1 which would change any rights with respect to any allocated Share of the 4M Fund by reducing the amount payable thereon upon liquidation of the 4M Fund or whicl would diminish or eliminate any voting rights of the Participants, except with the vote or writte consent of two-thirds of the Participants entitled to vote thereon; and (ii) no amendment may b made which would cause any of the investment restrictions contained in Section 4.2 hereof to b less restrictive without the affirmative vote of a majority of the Participants entitled to vot thereon. • (b) Upon the termination of the 4M Fund pursuant to this Section 13.1: (i) The 4M Fund shall carry on no business except for the purpose of windin up its affairs; (ii) The Trustees shall proceed to wind up the affairs of the 4M Fund and a of the powers of the Trustees under this Declaration of Trust shall continue until the affairs the 4M Fund shall have been wound up, including, without limitation, the power to fulfill discharge the contracts of the 4M Fund, collect its assets, sell, convey, assign, exchange, transf, or otherwise dispose of all or any part of the remaining 4M Fund Property to one or more persor 30 at public or private sale for consideration which may consist in whole or in part of cash, securities or the property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its affairs; provided, however, that any position of all or substantially all of the 4M Fund Property shall require approval of the principal terms of the transaction and the nature and amount of the consideration by affirmative vote of not less than a majority of the Participants entitled td vote thereon; and (iii) After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements, as -they deem necessary for their protection, the Trustees may distribute the remaining 4M Fund Property, in cash or in kind or partly in each, among the Participants according to their respective proportionate allocation • of Shares. (c) Upon termination of the 4MFund and distribution to the Participants as herein provided, a majority of the Trustees shall execute and lodge among the records of the 4M Fund an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon - be discharged from all further liabilities and duties hereunder, and the right, title and interest of all Participants shall cease and be cancelled and discharged. (d) A certification in recordable form signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Participants or by the Trustees as aforesaid or a copy of the Declaration, as amended, in recordable form, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment. 13.2 Powtr 14 _Effrsi Reorganization. If permitted by applicable Law, the Trustees, by vote or written approval of a majority of the Trustees, may select, or direct the organization of, a corporation, association, trust or other Person with which the 4M Fund may merge, or which shall take over the 4M Fund Property and carry on the affairs of the 4M Fund, and after receiving an affirmative vote of not less than a majority of the Participants entitled to vote at any meeting of the Participants, the notice for which includes a statement of such proposed action, the Trustees may effect such merger or may sell, convey and transfer the 4M Fund Property to any such corporation, association, trust or other Person in exchange for cash or shares or securities thereof, or beneficial interest therein with the assumption by such transferee of the liabilities of the 4M Fund; and thereupon the Trustees shall terminate the 4M Fund and deliver such cash, shares, securities or beneficial interest ratably among the participants of this 4M Fund. 13.3 Puration. The 4M Fund shall continue in existence in perpetuity, subject in all respects to the provisions of the Article XIII. tr ARTICLE XIV ,Miscellaneous 14.1 Governing Law. This Declaration of Trust is executed by the Initial Participants and delivered in the State of Minnesota and with reference to the Laws thereof, and the rights of all parties and the validity, construction and effect of every provision hereof shall be subject to- and construed according to the Laws of said State of Minnesota. 14.2 Counterparts. This Declaration. of Trust may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts, together, shall constitute but one and the same instrument, which shall be sufficiently evidenced by any such original counterpart. 31 • -1 - . 14.3 Reliance by Third Parties. Any certificate executed by an individual who, according to the records of the 4M Fund, or of any official or public body or office in which this Declaration of Trust may be recorded, appears to be a Trustee hereunder or the Secretary or the Treasurer of the 4M Fund, certifying to: (i) the number or identity of Trustees or Participants; (ii) the due authorization of the execution of any instrument or writing; (iii) the form of any vote passed at a meeting-of Trustees or Participants or taken pursuant to a vote of Participants; (iv) the fact that the number of Trustees or Participants present at any meeting or executing any written instrument satisfies the requirements of this Declaration of Trust; (v) the form of any By- Law adopted by or the identity of any officers elected by the Trustees; or (vi) the existence of any fact or facts which in any manner relate to the affairs of the 4M Fund, shall be conclusive ' evidence as to the matters so certified in favor of any Person dealing with the Trustees or any of them or the 4M Fund and the successors of such Person. 14.4 Provisions in Conflict with Law. The provisions of this Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any one of more of such provisions (the 'Conflicting Provisions") are in conflict with applicable federal or Minnesota Laws, the Conflicting Provisions shall be deemed never to have constituted a part of this Declaration of Trust; provided, however, that such determination by the Trustees shall not affect or impair any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted (including, but not limited to, the election of Trustees) prior to-such determination. 14.5 Gender._Section Headingt. • (a) Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa. (b) Any headings preceding the texts of the several Articles and Sections of this Declaration of Trust and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of references and shall neither constitute a part of this Declaration of Trust nor affect its meaning, construction or effect. 14.6 Adoption by Municipalities Electing to Become Additional Participants: Resignation of participants. (a) Any Municipality meeting the requirements of Section 1.2 hereof, may become an additional Participant of this 4M Fund by (i) taking any appropriate official action to adopt this Declaration of Trust, (ii) furnishing the Trustees with satisfactory evidence that such official action has been taken, and (iii) if requested by the Trustees, providing the Trustees with an opinion of counsel to the effect that such party desiring to become a Participant of the 4M Fund is a Municipality as defined herein. A copy of this Declaration of Trust may be adopted by executing a written instrument of adoption in such form as may be prescribed by the Trustees. Delivering an • acknowledged copy of such instrument shall constitute satisfactory evidence of the adoption contemplated by this Section 14.6. - (b) Any Participant may resign and withdraw from the 4M Fund by sending a written notice to such effect to the Chairman of the 4M Fund and the Administrator and by requesting the withdrawal of all funds then credited to its account within the 4M Fund. The written notice shall be in the form of a certified resolution of the Municipality Board or Council of the Participant, stating the Municipality Board or Council's intention to resign from the 4M Fund. 32 Such resignation and withdrawal shall become effective upon the receipt thereof by the Chairman of the 4M Fund and the Administrator. No resignation and withdrawal by a Participant shall operate to annul this Declaration of Trust or terminate the existence of the 4M Fund. IN WITNESS WHEREOF, the undersigned Municipalities of the State of Minnesota, acting in the capacity of Initial Participants of the Minnesota Municipal Money Market Fund and pursuant to the authority granted by the Joint Powers Act, have executed this Declaration of Trust as of the 2-3 rd day of YY1 a'rc1, , 19 Si ,as of which date this Declaration of Trust shall take, and come into, full force and effect. • U" By 4 is t� • and Its • By and C L• • • By �. Its • • and Its • *TATE OF MINNESOTA' FILED APR 2,3 1987 tleihom Secretary of State • • • 33 CITY COUNCIL AGENDA DATE: SECTION: Public Hearing January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: X. Rick Getschow, City Manager Cable Television Franchise Transfer Resolution Requested Action Move to: Adopt the Resolution approving the transfer of the cable franchise and change of control of the grantee. Synopsis The City of Eden Prairie is a member of the Southwest Suburban Cable Commission ("Commission") along with the cities of Edina, Hopkins, Minnetonka and Richfield. In August 2012 each member city renewed a cable television franchise to Comcast to provide cable service within its city limits ("Franchise"). Comcast has proposed to transfer of the Franchise and cable system to Midwest Cable, Inc. ("Midwest Cable"). After close of the proposed transfer the name of the operator will change to GreatLand Connections, Inc. The Commission retained the services of Moss &Barnett as legal counsel for review of this proposed transfer. Moss & Barnett has submitted a detailed report regarding the proposed transfer that is attached("Transfer Report"). The application for the transfer of the Franchise requires written consent from the City after examination of the legal, technical and financial qualifications of Midwest Cable and following the conduct of a public hearing. Based on the above mentioned criteria and limited strictly to the financial information analyzed and described in the Transfer Report, the Commission does not believe that the transfer can reasonably be denied based on the information at hand. The 2012 Franchise provides a term of 10 years. Under provisions of the Franchise Comcast is authorized to construct operate, maintain and reconstruct the cable system within the City limits and within its rights-of-way. Midwest Cable will be responsible for all existing franchise agreement provisions if the proposed transfer is approved. Background Information 1. The Transaction The cable market in the United States is about to undergo a rather dramatic transition. Two of the largest cable operators, Comcast and Time Warner Cable, are proposing to merge in a nearly $50 Billion transaction- resulting in Comcast controlling 34 million cable subscribers throughout the United States. A transaction of this size requires federal approval and there are concerns that Comcast may become too big and dominant in the cable industry. The FCC and Justice Department will issue determinations on that transaction in the first quarter of 2015. In an effort to make the transaction more palatable to federal regulators, Comcast voluntarily offered to divest itself of 4 million cable subscribers so that it would not exceed a total of 30 million cable subscribers nationwide—a threshold historically significant at the FCC. This voluntary divesture led to Comcast selling 1.5 million cable subscribers to Charter Communications and creating a new spinoff company for the other 2.5 million cable subscribers. The entire Twin Cities market was included in the new spinoff company. 2. Impact on the Twin Cities What this means is that Comcast will no longer operate cable systems in the state of Minnesota. The City of Eden Prairie and the entire Twin Cities market will be served by a brand new cable operator currently known as Midwest Cable -with the name changing to GreatLand Connections in 2015 following closing of the overall transaction. Because Midwest Cable is a brand new entity, there is no ability to review its operating history in other communities or its historical financial performance. As the Transfer Report outlines in greater detail, there was limited pro forma financial data provided and therefore assessing the legal, technical and financial qualifications of Midwest Cable is quite challenging. The Transfer Report provides in excess of 10 pages of financial information regarding Midwest Cable with the ultimate conclusion that Midwest Cable will be highly leveraged and will certainly not be in as strong a financial position as Comcast is today. However, the City has limited options regarding this transfer in large part because of the sheer magnitude of the transaction as more fully described in the Transfer Report. Commission focused its attention on attempting to address customer service issues that may be impacted by the proposed transaction. Of particular concern to the Commission was the fact that Charter Communications, which operates cable systems throughout Minnesota today, will be providing significant operational support to Midwest Cable. In fact, Charter will be providing everything from telephone answering to billing,programming, email, technical support and a variety of other operational functions. 3. Subscriber Impact Eden Prairie cable subscribers will be able to maintain telephone numbers that they have with Comcast but will ultimately be transitioned off of the "comcast.net" email domain. It is likely that the new email domain will "charter.com." Subscribers will be able to keep existing cable equipment in their homes for the foreseeable future as the company indicates that this equipment will be compatible with the new programming line-up offered by Midwest Cable/Charter. However, it is possible that further transition of that equipment may occur down the road. The Commission further focused its attention on addressing certain ambiguous provisions in the new cable television franchise related to the provision of the City's local government channel on the cable system. These clarifications will help to ensure continued, uninterrupted transmission of the City's government channel as well as all other educational and public access channels required under the franchise. In addition, the Commission negotiated for Comcast to reimburse all of the Commission's (and therefore the City's) costs related to its review of this proposed transfer. In the end the Commission voted unanimously to approve the proposed transfer subject to the conditions contained within the attached Resolution. Staff recommendation is for approval of the Commission's proposed Resolution. Attachments Resolution Transfer Report CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- APPROVING THE TRANSFER OF THE CABLE FRANCHISE AND CHANGE OF CONTROL OF THE GRANTEE WHEREAS, Comcast of Arkansas/Florida/Louisiana/Minnesota/Mississippi/Tennessee, Inc. ("Grantee"), currently holds a cable television franchise ("Franchise") granted by the City of Eden Prairie, Minnesota ("City"); and WHEREAS, Grantee owns, operates and maintains a cable television system in the City ("System") pursuant to the terms of the Franchise; and WHEREAS, on February 12, 2014, Comcast Corporation ("Comcast") and Time Warner Cable Inc. ("TWC") entered into an Agreement and Plan of Merger; and WHEREAS, on April 25, 2014, Comcast and Charter Communications, Inc. ("Charter") entered into the Comcast/Charter Transactions Agreement (the "Agreement"), pursuant to which the Grantee, through a restructuring under Comcast's ownership, will become Comcast of Minnesota, LLC ("New Grantee") and immediately thereafter will become a wholly-owned subsidiary of Midwest Cable, Inc. ("Midwest Cable") (the "Transaction"); and WHEREAS, on or about June 17, 2014 the City received from Grantee, FCC Form 394 - Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise ("Application"); and WHEREAS, Federal law and the terms of the Franchise require that the City take action to consider the Application within one hundred twenty (120) days of the date of receipt, or on or before October 15, 2014; and WHEREAS, on or about August 22, 2014 Comcast and Midwest Cable agreed to extend the Application review period for sixty (60) days until December 15, 2014 to allow the City time to review the additional information concerning the qualifications of Midwest Cable provided to the City on September 30, 2014; and WHEREAS, on or about September 30, 2014 Comcast and Midwest Cable agreed to a further extension of the Application review period for thirty (30) days until January 15, 2015 to allow the City to review certain service agreements related to the Transaction as well as certain SEC financial filings to be made available for review on October 31, 2014; and WHEREAS, Section 2.7 of the Franchise requires the City's advance written consent prior to the Grantee's transfer of the Franchise; and WHEREAS, as a result of the proposed Transaction Grantee has requested consent from the City to the proposed transfer of the Franchise; and 1 2630932v1 WHEREAS, the City has reviewed the proposed Transaction, and based on information provided by Grantee and Midwest Cable and on the information received by the City from the Southwest Suburbs Cable Commission ("Commission"), the City has elected to approve the proposed Transaction subject to certain conditions as set forth herein. NOW, THEREFORE, the City of Eden Prairie, Minnesota hereby resolves as follows: 1. All of the above recitals are hereby incorporated by reference as if fully set forth herein. 2. The Franchise is in full force and effect and Grantee is the lawful holder of the Franchise. 3. New Grantee will be the lawful holder of the Franchise after completion of the Transaction. 4. The City hereby consents and approves of the proposed Transaction subject to the below conditions. a. New Grantee agreeing to assume any and all liabilities, known and unknown, under the Franchise. b. Within twenty (20) days of the date of adoption of this Resolution, New Grantee shall execute and file with the City the Acceptance and Agreement attached hereto to verify New Grantee's compliance with the terms and conditions of this Resolution; and c. Within thirty (30) days following close of the Transaction, Midwest Cable (also to be known as GreatLand Connections Inc.) shall execute and provide the City with the Corporate Parent Guaranty attached hereto and incorporated by reference. d. New Grantee shall provide both SD and HD (simulcast) capacity for the City's government access PEG channel - identical to what the Grantee currently provides to the City of Edina, Minnesota under the Franchise. e. New Grantee shall maintain and provide (as Grantee currently provides), free of charge to the City, Commission and the Commission's member cities, the existing PEG playback transmission connectivity and Comcast fiber and coax cable in the following manner: All fiber coming to and from the existing Comcast Head end building - 10210 Crosstown Circle necessary for Commission PEG transmissions. ii. New Grantee shall provide, maintain and replace any existing routers, switching equipment and related facilities at the headend that 2 2630932v1 may be required to maintain the same PEG access functionality as Grantee currently provides and as otherwise required by the Franchise. iii. The City, Commission and Commission's member cities shall have the right to continue to use maintain the fiber& splice points at 10210 Crosstown Circle. iv. In the event headend is relocated from 10210 Crosstown Circle, all costs and expenses required to maintain the PEG playback transmission connectivity and Comcast fiber and coax cable shall be provided by New Grantee free of charge to the City, Commission and the Commission's member cities. v. New Grantee shall provide, maintain and replace the existing termination equipment (Modulators) to facilitate the PEG programming transmission to each of the Commission's member cities in following amounts - Edina (6), Richfield (1), Hopkins (1), and Minnetonka (1). f. New Grantee will participate in quarterly meetings with members of the Commission or the Commission's designees for the first two (2) years following the close of the Transaction to verify that subscriber issues and concerns are being addressed by New Grantee or any other entity that may have interaction with subscribers within the City. If issues are not being addressed, New Grantee agrees to meet with Commission and City staff, as directed, to explain steps being undertaken to address subscriber concerns and New Grantee will provide regular and timely updates to the Commission to provide verification of corrective actions being undertaken to address unresolved issues. g. New Grantee will maintain an "escalated complaint program" to escalate unresolved cable television complaints from subscribers. One or more specifically identified employee(s) of New Grantee shall be available to Commission or City staff via email for reporting issues. These specifically identified employee(s) of New Grantee will have the ability to escalate service issues to a senior officer of New Grantee or New Grantee's parent company when necessary. New Grantee will follow-up with Commission or City staff by email or by phone with a summary of the results of the complaint(s). h. New Grantee's compliance with the requirements of paragraphs c, d, e, f, and g of this Resolution shall be handled under the Franchise. New Grantee shall be subject to available enforcement procedures and remedies as if these obligations were set forth in the Franchise. i. Comcast shall, within twenty (20) days of the date of adoption of this Resolution, fully reimburse City for all of City's reasonable costs and expenses in connection with the City's review of the proposed Transaction, including without limitation, all costs incurred by the City for experts and attorneys retained by City to assist in the review as well as notice and publication costs ("Reimbursement"). 3 2630932v1 The Reimbursement shall not be deemed to be "Franchise Fees" within the meaning of Section 622 of the Cable Act (47 U.S.C. §542), nor shall the Reimbursement be deemed to be (i) "payments in kind" or any involuntary payments chargeable against the Franchise Fees to be paid to the City by New Grantee pursuant to the Franchise. ii. The Reimbursement shall be considered a requirement or charge incidental to the awarding or enforcing of the Franchise. 5. In the event the proposed Transaction contemplated by the foregoing resolution is not completed, for any reason, the City's consent shall not be effective. If any of the conditions set forth herein are not met, the City's consent to the proposed Transaction shall be null and void and of no effect. This Resolution shall take effect and continue and remain in effect from and after the date of its passage, approval, and adoption. Approved by the City of Eden Prairie, Minnesota this 6th day of January, 2015. ATTEST: CITY OF EDEN PRAIRIE, MINNESOTA By: By: Its: City Clerk Its: Mayor 4 2630932v1 ACCEPTANCE AND AGREEMENT Comcast of Minnesota, LLC hereby accept this Resolution No. ("Resolution") and agree to be bound by the terms and conditions of this Resolution and the terms and conditions of the Franchise referenced within the Resolution. Dated this day of , 2015. COMCAST OF MINNESOTA, LLC By: Its: SWORN TO BEFORE ME this day of , 2015. NOTARY PUBLIC 5 2630932v1 CORPORATE PARENT GUARANTY THIS AGREEMENT is made this day of , 201_ (this "Agreement"), by and among GreatLand Connections Inc. (f/k/a Midwest Cable, Inc.), a Delaware corporation, (the "Guarantor") the City of Eden Prairie, Minnesota ("Franchising Authority"), and , a ("Company"). WITNESSETH WHEREAS, on , 20 the Franchising Authority adopted Ordinance No. granting a Cable Television Franchise which is now held by (the "Franchise"), pursuant to which the Franchising Authority has granted the rights to own, operate, and maintain a cable television system ("System"); and WHEREAS, pursuant to the Comcast/Charter Transaction Agreement dated April 25, 2014 by and between Charter Communication, Inc., a Delaware corporation, and Comcast Corporation, a Pennsylvania corporation, ("Agreement"), the Franchise will be transferred to the Company and the Guarantor will acquire control of the Company as an indirect subsidiary of Guarantor as a result of Comcast Corporation's contribution and spin off of certain cable television systems pursuant to the Agreement ("Change in Control"); and WHEREAS, Company and Comcast Corporation have requested the consent to the Change of Control in accordance with the requirements of Section of the Franchise; and WHEREAS, pursuant to Resolution No. , dated , 20 , Franchising Authority conditioned its consent to the Change of Control on the issuance by Guarantor of a corporate parent guaranty guaranteeing certain obligations of Company under the Franchise. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in consideration of the approval of the Change of Control, Guarantor hereby unconditionally and irrevocably agrees to provide all the financial resources necessary for the observance, fulfillment and performance of the obligations of the Company under the Franchise and also to be legally liable for performance of said obligations in case of default by or revocation or termination for default of the Franchise. This Agreement, unless terminated, substituted, or canceled, as provided herein, shall remain in full force and effect for the duration of the term of the Franchise. 1 2630932v1 Upon substitution of another Guarantor reasonably satisfactory to the Franchising Authority, this Agreement may be terminated, substituted, or canceled upon thirty (30) days prior written notice from Guarantor to the Franchising Authority and the Company. Such termination shall not affect liability incurred or accrued under this Agreement prior to the effective date of such termination or cancellation. GREATLAND CONNECTIONS INC. (F/K/A MIDWEST CABLE, INC.) By: Its: STATE OF ) ss. COUNTY OF The foregoing instrument was subscribed and sworn to before me this day of 20 , by , the of 2 2630932v1 ► i Moss & Barnett REPORT Regarding the Proposed Transfer of Control of the Cable Franchise and Cable System from Comcast to Midwest Cable (GreatLand Connections Inc.) November 26, 2014 Submitted by: Brian T. Grogan, Esq. Yuri B. Berndt, Esq. 150 South Fifth Street, Suite 1200 Minneapolis, MN 55402 (P) 612-877-5000 (F) 612-877-5999 www.lawmoss.com INTRODUCTION This report has been provided by Moss & Barnett, a Professional Association, for the purpose of evaluating a request from Comcast of Arkansas/Florida/Louisiana/Minnesota/ Mississippi/ Tennessee, Inc. ("Grantee"), the current holder of the Cable Franchise ("Franchise") in the member cities of the Southwest Suburban Cable Commission ("Commission"), to approve a proposed transfer of control ("Transfer") of the Franchise to Midwest Cable, Inc. (hereinafter "Midwest Cable" or"Midwest"). The Grantee currently owns, operates and maintains a cable television system ("System") in each of the Commission's member cities pursuant to the terms of the Franchise. The Commission's member cities are Edina, Eden Prairie, Hopkins, Minnetonka and Richfield (hereinafter collectively referred to as the "City"). On February 12, 2014, Comcast Corporation ("Comcast") and Time Warner Cable Inc. ("TWC") entered into an Agreement and Plan of Merger whereby Comcast would acquire the cable systems and franchises held by TWC among other assets. On April 25, 2014, Comcast and Charter Communications, Inc. ("Charter") entered into the Comcast/Charter Transactions Agreement (the "Agreement"), pursuant to which the Grantee, through a restructuring under Comcast's ownership, will become Comcast of Minnesota, LLC ("New Grantee") and immediately thereafter will become a wholly-owned subsidiary of Midwest Cable (the "Transaction"). Note: See pages 3, 4 and 5 of this Report for diagrams of the Transaction.' What is happening to the Twin Cities Comcast cable systems? Comcast's proposed acquisition of TWC will (if approved) result in the total combined number of cable subscribers to be controlled by Comcast to exceed 30 million nationwide. In an effort to reduce that number and make the Transaction more acceptable to federal regulators, Comcast voluntarily agreed to divest itself of 3.9 million cable subscribers nationwide. Part of this proposed divestiture was accomplished with the system swaps between Comcast and Charter that results in Charter acquiring an additional 1.4 million cable subscribers. The remaining 2.5 cable subscribers to be divested by Comcast will be controlled by a new publicly traded entity, Midwest Cable. In Minnesota, Comcast's only cable subscribers exist in the Twin Cities market (and small portions of western Wisconsin). As a result, the Twin Cities market was selected, along with other markets in Michigan, Illinois, Indiana and some southern states, to be included in the divestiture transaction. What this means is that Comcast will be leaving Minnesota and will no longer own the cable systems serving the Twin Cities or the City. Rather, the System will be owned by Midwest Cable. Because Midwest Cable is newly created, it will require third party assistance to address many operating issues such as programming agreements, customer service, billing, technical support and related issues. Charter will be assisting Midwest Cable with many of these issues via a "services agreement" that will be more fully explained in this Report. 1 All diagrams are derived from Midwest Cable Form S-1 filed with the Securities and Exchange Commission on October 31,2014. 1 2574069v1 What will be the name of the new cable operator serving the City? In initial communications with the City, Comcast referred to the proposed new cable operator entity as SpinCo. Shortly thereafter the name was changed to Midwest Cable. Midwest Cable remains the name as of the date of this Report, but following close of the Transaction, the name will change to GreatLand Connections Inc. ("GreatLand"). For purposes of this report all references will be to Midwest Cable. The Transaction initially provides for Comcast's creation of Midwest Cable and Comcast's contribution of systems (and related business assets and holdings) serving approximately 2.5 million existing Comcast subscribers to Midwest Cable. Midwest Cable is currently a wholly owned subsidiary of Comcast. Following the contribution, Comcast will spin-off the Midwest Cable stock to its public shareholders and Midwest Cable will become an independent, publicly traded corporation and its name will change to GreatLand. Approximately two-thirds (2/3) of the equity and voting shares of Midwest Cable will be held by Comcast shareholders and one-third of the equity and voting shares will be owned by Charter. See page 5 of this Report for a diagram of the transaction. Timing for Action by City On or about June 17, 2014 the City received from Grantee, FCC Form 394 - Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise ("Application"). Federal, state and local law, including the terms of the Franchise, provide the City with authority to consider the Application. The time period for such a review is typically one hundred twenty (120) days from the date of receipt of the Application, in this case on or before October 15, 2014. On or about August 22, 2014 Comcast and Midwest Cable agreed to extend the Application review period for sixty (60) days until December 15, 2014 to allow the City time to review additional information concerning the qualifications of Midwest Cable which was provided to the City on September 30, 2014. On or about September 30, 2014 Comcast and Midwest Cable agreed to a further extension of the Application review period for thirty (30) days until January 15, 2015 to allow the City to review certain service agreements related to the Transaction as well as certain SEC financial filings to be made available for review on October 31, 2014. The current City deadline for action on the Application is January 15, 2015. What can the City consider? Pursuant to the City's Franchise, this proposed Transfer is prohibited without the written consent of the City. Federal, state and local law provides the City with a right to examine the legal, technical and financial qualifications of the proposed New Grantee and Midwest Cable. Following review of the Application additional questions were sent on the City's behalf to Comcast seeking supplemental information regarding the qualifications of New Grantee and Midwest Cable. The Transaction is complicated to describe because certain operational responsibilities will be contracted for by Midwest Cable. Both Comcast and Charter will provide certain transition services and ongoing services to Midwest Cable which will be more fully described herein. 2 2574069v1 Structure Following the Comcast/TWC Merger but Before the Transactions Comcast Shareholders Charter Stockholders ] _ _1 Comcast Charter TWC New Charter 3 2574069v1 Structure Following the Spin-Off and the Charter Reorganization but Before the Midwest Cable Merger C(as Comcast Shareholders Charter Stockholders of the record date for the (as of immediately prior to the spin-off) transactions) ZN Comcast New Charter (including cash distributed from Midwest Cable OpCo and our notes issued to Comcast) Charter I OpCo Merger Sub Charter (owns the Midwest Cable TWC systems,assets and liabilities relating to the Midwest Cable systems and credit facilities) 4 2574069v1 Structure Following the Transactions Comcast Shareholders Charter Stockholders (as of the record date for the spin- (as of immediately prior to the off) transactions) Approximately Approximately Approximately 67% New Charter Approximately 33% I L Comcast Charter (including cash distributed Midwest Cable from OpCo and our notes issued to Comcast) OpCo (owns the Midwest Cable TWC systems,assets and liabilities relating to the Midwest Cable systems and credit facilities) 5 2574069v1 APPLICABLE LAW In addition to the Franchise requirements which are not specially set forth herein, the following provisions of Federal law and State law govern the actions of the City in acting on the request for approval of the Transaction. Federal Law The Cable Communications Policy Act of 1984, as amended by the Cable Consumer Protection and Competition Act of 1992 and the Telecommunications Act of 1996 ("Cable Act"), provides at Section 617 (47 U.S.C. § 537): Sales of Cable Systems. A franchising authority shall, if the franchise requires franchising authority approval of a sale or transfer, have 120 days to act upon any request for approval of such sale or transfer that contains or is accompanied by such information as is required in accordance with Commission regulations and by the franchising authority. If the franchising authority fails to render a final decision on the request within 120 days, such request shall be deemed granted unless the requesting party and the franchising authority agree to an extension of time. The Cable Act also provides at Section 613(d) (47 U.S.C. § 533(d)) as follows: (d) Regulation of ownership by States or franchising authorities. Any State or franchising authority may not prohibit the ownership or control of a cable system by any person because of such person's ownership or control of any other media of mass communications or other media interests. Nothing in this section shall be construed to prevent any State or franchising authority from prohibiting the ownership or control of a cable system in a jurisdiction by any person (1) because of such person's ownership or control of any other cable system in such jurisdiction, or(2) in circumstances in which the State or franchising authority determines that the acquisition of such a cable system may eliminate or reduce competition in the delivery of cable service in such jurisdiction. Further, the Federal Communications Commission ("FCC") has promulgated regulations governing the sale of cable systems. Section 76.502 of the FCC's regulations (47 C.F.R. § 76.502) provides: Time Limits Applicable to Franchise Authority Consideration of Transfer Applications. (a) A franchise authority shall have 120 days from the date of submission of a completed FCC Form 394, together with all exhibits, and any additional information required by the terms of the franchise agreement or applicable state or local law to act upon an application to sell, assign, or otherwise transfer controlling ownership of a cable system. (b) A franchise authority that questions the accuracy of the information provided under paragraph (a) must notify the cable operator within 30 days of the fling of such information, or such information shall be deemed accepted, unless the 6 2574069v1 cable operator has failed to provide any additional information reasonably requested by the franchise authority within 10 days of such request. (c) If the franchise authority fails to act upon such transfer request within 120 days, such request shall be deemed granted unless the franchise authority and the requesting party otherwise agree to an extension of time. State Law Minnesota Statutes Section 238.083 provides: Sale or Transfer of Franchise. Subd. 1. Fundamental corporate change defined. For purposes of this section, "fundamental corporate change"means the sale or transfer of a majority of a corporation's assets; merger, including a parent and its subsidiary corporation; consolidation; or creation of a subsidiary corporation. Subd. 2. Written approval of franchising authority. A sale or transfer of a franchise, including a sale or transfer by means of a fundamental corporate change, requires the written approval of the franchising authority. The parties to the sale or transfer of a franchise shall make a written request to the franchising authority for its approval of the sale or transfer. Subd. 3. Repealed, 2004 c 261 art 7 s 29 Subd. 4. Approval or denial of transfer request. The franchising authority shall approve or deny in writing the sale or transfer request. The approval must not be unreasonably withheld. Subd. 5. Repealed, 2004 c 261 art 7 s 29 Subd. 6. Transfer of stock; controlling interest defined. Sale or transfer of stock in a corporation so as to create a new controlling interest in a cable communication system is subject to the requirements of this section. The term "controlling interest"as used herein is not limited to majority stock ownership, but includes actual working control in whatever manner exercised. 7 2574069v1 TECHNICAL REVIEW The technical qualification standard relates to the technical expertise and experience of New Grantee and Midwest Cable to own, operate and maintain the System in the City following the closing of the Transaction. In this case, since Midwest Cable will become the ultimate parent of New Grantee, our focus is on the technical qualifications of Midwest Cable. In such a review, the standard of review is that the City's consent shall not be "unreasonably withheld." Because Charter will be providing considerable support to Midwest Cable, we have also outlined below certain qualifications of Charter and have attempted to clarify which entity will provide services in the City. Background Qualifications of Midwest Cable Midwest Cable is a newly created entity. Midwest Cable has no operating history that the City can review nor does it have any existing franchises under its control. Midwest Cable will initially have nine board members. Midwest Cable's Executive Management Team will include the following cable and communications industry executives: 1) Michael Willner, President and CEO; 2) Leonard Baxter, Vice President, Chief Administrator Officer; 3) Matt Siegel, Executive Vice President and Chief Financial Officer; and 4) Keith Hall, Executive Vice President, Corporate Affairs. Mr. Willner, a forty year cable veteran, is the former President and CEO of Insight Communications. Many members of the Midwest Cable executive team are former Insight Communications executives that worked under Mr. Willner. Midwest Cable will employ regional managers and for certain cable systems, local area managers, who will responsible for overseeing the local cable system operations of Midwest Cable. Responses to Supplemental Information Comcast and Midwest Cable provided an identical letter dated September 30, 2014 to all Twin City area jurisdictions (through legal counsels for each of the jurisdictions) rather providing a response to each of the specific questions raised by the Commission and City. Below is a summary of the information provided in the Comcast/ Midwest Cable correspondence dated September 30, 2014. 1. Will Midwest Cable have local Twin City employees? All local system field operational (technical) personnel will be Midwest Cable employees. All government affairs personnel interacting with local franchising authorities will also be Midwest Cable employees. Other operational services will be provided by Charter personnel as described below. 2. What transition services will Comcast provide? During the first year following the close of the Transaction, Comcast will provide the following "transition services" to Midwest Cable. Some of these services will transition to Midwest Cable more quickly than others. a. Facilities and Asset-Based: Network operating center ("NOC") for fiber and outage monitoring; national-route fiber leases; Internet Protocol TV ("IPTV") infrastructure and support; call centers and specialized customer care activities (e.g., home security monitoring). 8 2574069v1 b. Software Platforms: Billing systems; customer websites and service portals; provisioning and telephony platforms; customer premise equipment support systems; voicemail and email platforms; network support tools; data warehouse; human resources and accounting systems. c. Marketing and Sales: Transition from Comcast/Xfinity branding to the Midwest Cable and Charter co-branded "Spectrum" product offering — including all of the associated market and employee-facing markings, as well as national sales channels for residential, commercial and advertising sales. d. Customer-Facing Transition Services: Call center support; billing systems support; provisioning of video; voice and data services; voice operations/call completion; X1 platform support; customer identity management; and email/voicemail continuity support. 3. What services will Charter provide in the Twin Cities? For an initial three (3) year term (with optional one year extensions) Midwest Cable will contract with Charter to provide certain marketing and operational services. Midwest Cable will pay Charter a fee of 4.25 percent of Midwest Cable's total revenues (voice, video and data revenues) in return for these services. Charter background - Charter currently operates cable systems throughout Minnesota in such cities as Duluth, St. Cloud, Marshall, Apple Valley, Lakeville, Rochester, Mankato, Winona and many others. Charter provides service to more than 6.1 million customers in 29 states in which it currently operates. Charter is a Fortune 500 company and employs approximately 23,000 people. a. Procurement and Programming Management Services. Charter will provide programming management services to Midwest Cable including negotiating and entering into video programming agreements. Charter will provide procurement management services to Midwest Cable. Examples of such goods and services are: product hardware, software licensing and employee cellular service. b. Network Operations. Charter will provide Midwest Cable: (i) telecommunications services that previously depended on Comcast in a shared service model including: network connectivity for all services including voice, video and data, Video On Demand, CPE software and provisioning management, network security and interface with law enforcement, authentication of services and network monitoring and outage detection. c. Engineering & IT. Charter will provide Midwest Cable the Corporate Engineering services previously provided by Comcast including: architectural design standards, product technical roadmaps and standards and technical roadmaps and standards. Charter will provide Midwest Cable IT services including: (i) software for back office functions including managing customer transactions and provisioning of services; (ii) management information services for accounting, billing, activity 9 2574069v1 analysis, labor management, budgeting and financial analysis; and (iii) management of data centers. d. Voice Operations. Charter will provide origination services to Midwest Cable including processing phone subscriber orders for phone installations at the subscriber's home or business. These services include: order fulfillment and provisioning and local number management and portability. e. Field Operations. Charter will support Midwest Cable under by providing field operations services including: dispatch, plant database software systems, predictive network failure software and maintenance prioritization, technician activity and productivity reporting, warehouse standards and CPE handling standards, tools, requirements and standards for technician communications, plant design and construction standards and fleet management. f. Customer Service. Charter will support Midwest Cable by providing customer care services directly or through its vendors. These services include call center services for call answering, monitoring and dispositioning related to inbound sales, billing, repair, and retention for all products and services sold by Midwest Cable, including video, voice and data, online chat for sales, service and billing, online customer care portals for self-help and service and customer identity management. g. Billing & Collections. Charter will provide billing and collections services. These services include: customer billing and billing system management, collection of customer receivables and cash management and customer disconnect support. h. Product. Charter will provide Midwest Cable with: (i) customer facing product development definitions/standards/software and planning for all business and consumer products; (ii) change planning and project management services; and (iii) website hosting, video content management and web mail hosting. Any customer facing products bearing a Charter brand name shall be co-branded with Midwest Cable's brand name in such a manner that it is clear to the consumer of such products that Midwest Cable is the party providing services to the consumer. Marketing & Sales. Charter will support Midwest Cable by providing: (i) marketing services and database support to enable mass, direct and online marketing activities; (ii) analysis of sales channel(s) performance; and (iii) development and all customer and non-customer facing messaging. Charter will support Midwest Cable by providing: (i) program design and management tools that maximize economic sales to nonsubscribers by door-to- door sales representatives; (ii) sales channel reporting; and (iii) program design for maximizing growth in MDU environment. j. Administrative and Back office Services. As requested by Midwest Cable, Midwest Cable may leverage administrative services from Charter, including leveraging the associated platforms and practices, in areas including but not limited to accounts payable, general ledger, database systems, and payroll administration. 10 2574069v1 4. Will Xfinity cable services remain available? Cable services will eventually be transitioned from Xfinity branding to Charter's "Spectrum" brand. Midwest Cable customer invoices will identify products and services as being "Spectrum by Midwest Cable."2 The products and services may also be co- branded as "Midwest Cable and Charter," in certain markets. 5. Customer E-Mail Transition. Post-closing, customers will continue to use their Comcast email account until they migrate to a Midwest Cable email account. Comcast customers will not indefinitely retain their existing "@comcast.net" email address after migrating to the Midwest Cable service, as Comcast owns that domain. However, emails sent to the customer's former "@comcast.net" email address will be automatically forwarded to the customer's new Midwest Cable email address for an "ample period of time" that is mutually agreeable to both companies. It is not clear if the email domain will be owned by Charter or Midwest Cable. 6. Phone Number Continuity. The Transaction will not require any change in customer phone numbers. Existing Comcast telephone customers will be able to keep their current phone numbers permanently. 7. Customer Equipment. Customers will be able to continue to use their current premises equipment after the Transaction closes. Midwest Cable will rely initially on Comcast for transition services to support the X1 platform. Midwest Cable ultimately will deploy the Spectrum product suite developed by Charter, which will include a cloud-based user interface similar to the one X1 provides. The Spectrum guide is designed to improve significantly television search and discovery functionality. Of critical importance here, the Spectrum product is designed to accommodate current subscriber equipment (including deployed X1 boxes). Accordingly, Customers who already have X1 equipment should be able to continue using that equipment even after Midwest Cable transitions to the Spectrum offering. After the transition, Midwest Cable video customers will also have authenticated access to programming at no extra charge via the Spectrum TV App —which is compatible with the Apple iPad, iPhone, and iPod Touch running iOS6 or higher; all Amazon KindleFire devices (excep for the first generation KindleFire); and all tablets and phones running Android 4.0 and above. 8. Customer Billing. Customers will begin to see bills (at the same time of the month)from Midwest Cable and not Comcast. Approximately 15% of the customers pay online, directly from their bank (whether via recurring payments or one-time). These customers are the only customers that will be required to do anything to adjust their billing arrangements as they 2 Recall that Midwest Cable's name will change to GreatLand Connections Inc. Presumably,the branding will be tied to the name GreatLand not Midwest Cable. 11 2574069v1 will be required to update their on-line banking information to direct payments to Midwest Cable rather than to Comcast. This would not occur for several months after close, and Midwest Cable will notify customers of the change —targeting customers who pay in this fashion with messaging. 9. Continuation of an Internet Access Support Program for Low Income Households. Midwest Cable will continue to offer Internet Essentials and, over time, may make changes to properly serve this important constituency. 12 2574069v1 FINANCIAL REVIEW I. Scope of Review Comcast Corporation, a Pennsylvania corporation ("Comcast"), is the ultimate parent company of the current holder of the Franchise granted by the City. Under the Franchise, Comcast, through its subsidiaries, operates the System that provides cable services and other communication services in the City. Comcast has requested the City's approval of the proposed Transfer of the System to Midwest Cable, Inc. (which ultimately will be known as GreatLand Connections Inc.), a Delaware corporation ("Midwest"), an entity initially wholly owned by Comcast and subsequently spun off to Comcast's existing shareholders.3 At the request of the City, Moss & Barnett, PA has reviewed selected financial information that was provided by Comcast and Midwest or publicly available to assess the financial qualifications of Midwest, as a publicly traded entity, following completion of the proposed transfer of the System. The financial information that was provided or available through other public sources and to which our review has been limited, consists solely of the following financial information (hereinafter referred to collectively as the "Financial Statements"): 1. FCC Form 394 "Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise" dated June 17, 2014, provided by Comcast Corporation (the "Application"), along with such other exhibits as provided therewith; 2. Form 8-K for Comcast Corporation filed with the Securities and Exchange Commission on April 28, 2014 that includes the Comcast/Charter Transaction Agreement between Comcast Corporation and Charter Communications, Inc. dated April 25, 2014 (the "Transaction Agreement"); 3. Form 10-K for Comcast Corporation filed with the Securities and Exchange Commission on February 12, 2014, for the fiscal year ended December 31, 2013; 4. Form 10-Q for Comcast Corporation filed with the Securities and Exchange Commission on October 23, 2014 for the fiscal quarter and nine-month period ended September 30, 2014; 5. Form 8-K for Comcast Corporation filed with the Securities and Exchange Commission on October 29, 2014 that includes pro forma financial statements for the Comcast Cable Systems to be Contributed to Midwest Cable, Inc.; 6. Form S-1 for Midwest Cable, Inc. filed with the Securities and Exchange Commission on October 31, 2014; 7. The audited financial statements of Comcast Corporation and subsidiaries as of December 31, 2013 and 2012, including Consolidated Balance Sheets as of December 31, 2013 and 2012, Consolidated Statements of Income, Comprehensive Income, Cash Flows and Change in Equity for the years ended December 31, 2013, 3 Form S-1 for Midwest Cable, Inc.filed with the Securities and Exchange Commission on October 31,2014("Form S-1")at p.4. 13 2574069v1 2012 and 2011, and the Independent Auditors' Report of Deloitte &Touche LLP dated February 12, 2014; 8. The draft Charter Services Agreement by and between Midwest Cable, Inc. and Charter Communications Operating, LLC. 9. The draft Transition Services Agreement by and between Midwest Cable, Inc. and Comcast Corporation; and 10. Such other information as we requested and that was provided by Comcast relating to the transfer. Our procedure is limited to providing a summary of our analysis of the Financial Statements in order to facilitate the City's assessment of the financial capabilities of Midwest to acquire and operate the System in the City. II. Overview of Transaction As a result of the other transactions as discussed in Section III in this report and pursuant to the Transaction Agreement, Comcast has agreed to divest itself from certain assets, which includes the System, pursuant to a spin-off transaction.4 The transaction initially provides for Comcast's creation of a new corporate subsidiary (Midwest) and its contribution of systems (and related business assets and holdings) serving approximately 2.5 million existing Comcast subscribers to Midwest.5 These systems are located in the Midwestern and Southeastern United States.6 Midwest is currently a wholly owned subsidiary of Comcast.7 Following the contribution, Comcast will spin-off the Midwest stock to its public shareholders and Midwest will become a publicly traded corporation.8 Prior to the spin-off of Midwest, Midwest will incur debt in an amount equal to five times the stand-alone Midwest assets' earnings before interest, taxes, depreciation and amortization (EBITDA) and distribute the debt proceeds to or exchange those debts with Comcast.9 Midwest estimates the amount of this initial debt to be approximately $7.8 billion.10 This transaction is subject to many conditions including federal regulatory approval, performance covenants, financing, favorable tax opinions and other requirements of the parties.11 In addition, Comcast and Midwest will enter into a Transition Services Agreement pursuant to which Comcast will continue to provide certain services to Midwest for a period of 12 to 18 months pursuant to the applicable statements of work.12 After the completion of the above transactions, CCH 1, LLC ("New Charter"), a wholly owned subsidiary of Charter Communications, Inc. will acquire an approximately thirty-three 4 Id. at p. 1. 5 Id. 6 Form 8-K for Comcast Corporation filed with the Securities and Exchange Commission on April 28, 2014 at pp. 1-3 and Form S-1 at p. 1. Form S-1 at p. 1. 8 Id. at p. 2. 9 Id. at p. 1. 10 Id. 11 Id. at p. 2. 12 Draft Transition Services Agreement by and between Midwest Cable Inc. and Comcast Corporation. 14 2574069v1 percent (33%) interest in Midwest.13 The acquisition is structured as a merger of New Charter into Midwest.14 As consideration for this merger, New Charter will issue new stock to the Midwest shareholders which will represent about ten percent (10%) of Charter's issued and outstanding stock after the merger transaction.15 In conjunction with this transaction, Charter will enter into a Charter Services Agreement with Midwest in which Charter will provide Midwest with certain services, including, but not limited to corporate services, network operations, engineering and IT, voice operations, field operations support services, customer services, billing and collections, product services, marketing services, sales, business intelligence and intellectual property licensing.16 Charter will receive compensation for out-of-pocket costs related to these services plus a services fee equal to 4.25% of Midwest's gross revenues.17 The Charter Services Agreement has an initial three (3) year term with automatic one (1) year renewals.18 As a result of the transactions described above, Midwest will become a publicly traded company owned approximately two-thirds by Comcast's existing shareholders and one-third by Charter's existing shareholders.19 The current Comcast shareholders will receive shares of Charter's publicly traded stock and Midwest's publicly traded stock as part of the transactions. The transactions are expected to close in early 2015.2° III Overview of Related Transactions The spin-off transaction is part of a larger group of transactions that involve Charter Communications, Inc., a Delaware corporation ("Charter"), and Time Warner Cable Inc., a Delaware corporation ("TWC"). The other transactions include:21 1. TWC's merger into Tango Acquisition Sub, Inc., a wholly owned subsidiary of Comcast; 2. Charter's purchase from Comcast of systems currently served by TWC that represent approximately 1.5 million video subscribers; 3. Charter's exchange that includes its transfer to Comcast of certain cable systems that represent approximately 1.6 million video subscribers in exchange for TWC systems that represent approximately 1.5 million video subscribers; and Charter's internal reorganization that results in the creation of New Charter. 13 Form 10-Q for Comcast Corporation filed with the Securities and Exchange Commission on October 23, 2014 for the fiscal quarter and nine-month period ended September 30, 2014("Form 10-Q")at p. 30. 14 Id. 15 Id. 16 Draft Charter Services Agreement by and between Midwest Cable, Inc. and Charter Communications Operating, LLC and Form S-1 at p. 70. 17 Id. 18 Id. 19 Form S-1 at p. 2. 20 Form 10-Q at p. 29. 21 Comcast/Charter Transaction Agreement between Comcast Corporation and Charter Communications, Inc. dated April 25, 2014. 15 2574069v1 IV. Overview of Midwest Midwest is a newly formed corporation that will provide full service communications and cable services, along with other video programming, Internet services, and voice services to residential and commercial customers in certain markets in the United States.22 Midwest was formed in May of 2014 as a limited liability company and converted to a corporation in September of 2014.23 After the contribution and spin-off, Midwest will be the fifth largest cable operator in the United States.24 After the transaction, Midwest's cable system will pass approximately 6.3 million potential customers and serve approximately 2.5 million residential and commercial cable customers.25 Approximately sixty-five percent (65%) of Midwest's customers will be located in the Detroit, Michigan; St. Paul/Minneapolis, Minnesota; and Indianapolis, Indiana markets.26 As of the current time, an estimate of the number of direct employees employed by Midwest is unstated and most Midwest services will be provided by Comcast or Charter through the separate service agreements.27 Midwest's management has an extensive background in the cable industry.28 Cable providers and telecommunication companies operate in a competitive environment and the financial performance of cable television operators, like Midwest and other cable operators, are subject to many factors, including, but not limited to, the general business conditions, programing costs, incumbent operators, digital broadcast satellite service, technology advancements, burdensome service contracts, and customer preferences, as well as competition from multiple sources, which provide and distribute programming, information, news, entertainment and other telecommunication services.29 Midwest has no operating history as a stand-alone company and is dependent upon Comcast and Charter for all of its essential services and operations.30 In addition, Midwest, as a result of the transaction, will be a highly leveraged company, which may reduce its ability to withstand prolonged adverse business conditions and there is no assurance that Midwest will be able to obtain financing in the future to cover its cash flow needs.31 The cable business is inherently capital intensive, requiring capital for the construction and maintenance of its communications systems. We specifically requested information on Midwest's capital expenditures budget, but Comcast declined to provide that information to us.32 Each of these factors could have a significant financial impact on Midwest and its ability to continue to operate the System. V. Findings We have analyzed the historical financial statements just for the assets to be contributed by Comcast to Midwest and publicly filed information, along with its Services Agreement with Charter and Transition Services Agreement with Comcast. Midwest declined to provide us with 22 Form S-1 at p. 50. 23 Id. 24 FCC Form 394"Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise"dated June 17,2014, provided by Comcast Corporation (the"Application"),—Cover letter dated June 17,2014. 25 Form S-1 at p. 50. 26 Id. at pp. 50-51. 27 Id. at p. 63. 28 Application—Exhibit 7. 29 Form S-1 at pp. 8-17. 30 Id. at p. 13. 31 Id. at pp. 17-19. 32Correspondence to author from Klayton F. Fennell,Vice President, Government Affairs, Comcast Corporation. dated July 28, 2014 at p. 15. 16 2574069v1 projected statements of cash flow and income and a balance sheet for its future operations and further stated that "Comcast has not and will not provide forward looking analyses related to Midwest Cable...".33 Furthermore, other than the footnote disclosures in the historical financial statements which were minimal, we were not provided with the detailed information on how Comcast determined its revenue and expense allocations and its assumptions used to prepare the Midwest financial statements. Deloitte &Touche LLP, one of the biggest accounting firms in the United States, provided an Independent Auditors' Report dated October 24, 2014 on the Comcast Cable Systems to be Contributed to Midwest Cable, Inc. and stated the Midwest financial statements fairly present, in all material respects, the financial condition of the Comcast assets to be contributed to Midwest.34 The Auditors' Report states "The accompanying combined financial statement reflect the assets, liabilities, revenue and expenses directly attributable to the Company[Midwest], as well as allocations deemed reasonable by Comcast Corporation management, and do not necessarily reflect the combined financial position, result of operations, and cash flows that would have resulted had the Company [Midwest]been operated as a stand-alone entity during the period presented."35 These historical audited financial statements do not include transaction costs and ongoing additional costs and synergies of the new Midwest operation, including the new debt and various new service fees for services provided by Charter and Comcast. Midwest's management has provided financial statement, as adjusted for some of these other costs and expenses that were not recognized by Comcast historically.36 These financial statements do not include all potential adjustment items as noted in Midwest's public filings.37 As such, we are reporting our Findings hereunder based upon Comcast's historical information as adjusted, for the assets and systems contributed to Midwest. Overall, from a financial point-of-view, the information provided below shows that Midwest will be highly leveraged and have significant third party costs and obligations. 1. Analysis of Financial Statements. Federal law and FCC regulations provide franchising authorities, such as the City, with limited guidance concerning the evaluation of the financial qualifications of an applicant for a cable franchise. In evaluating the financial capabilities of a cable operator, we believe it is appropriate to consider the performance of an applicant based on the applicant's historical performance plus its projected or budgeted financial information along with its financial capabilities (financing). With a new company, historical information is not available. However in this case, the pro forma financial statements with respect to the assets contributed by Comcast to Midwest have been prepared by Comcast based upon its management's assumptions. We have not independently verified the Comcast management's allocations and assumptions and are relying on the publicly disclosed information as provided by Midwest and Comcast. We believe a general review of the Midwest pro forma financial information may provide some insight into the general financial 33 Id. 34 Form 8-K for Comcast Corporation filed with the Securities and Exchange Commission on October 29,2014 that includes pro forma financial statements for the Comcast Cable Systems to be Contributed to Midwest Cable, Inc. ("Form 8-K")at p. F-1. 6 Id. 36 Form S-1 at pp. 31-36. 37 Id. at p. 36. 17 2574069v1 operations of Midwest with respect to the Application, but we note that there are many unanswered questions regarding Midwest's operations going forward.38 As noted above, Midwest's operations include both cable television video services and non-cable television services. According to Midwest's financial statements, Midwest's residential video service compromised approximately forty-eight percent (48%) to fifty percent (50%) of its revenue in 2013 and 2014.39 The Midwest financial information discussed below includes all of the Midwest operations, including the non-cable television video services. We have analyzed Midwest's pro forma financial statements, as adjusted as noted below, as of June 30, 2014 and historical financial statements as of December 31, 2013 and 2012 in providing the information in this Section. As described below, these financial statements do not reflect the current fair value of Midwest's assets and liabilities, but rather the assets and liabilities are presented based on Comcast's historical cost as determined by Comcast's management.49 2. Specific Financial Statement Data and Analysis. a. Assets. The Comcast assets transferred to Midwest had (i) current assets of$168 million as adjusted, $173 million, and $152 million; (ii) working capital of a negative $211 million as adjusted, a negative $206 million, and a negative $196 million; and (iii) total assets of$9,043 million as adjusted, $8,999 million, and $8,992 million as of June 30, 2014 and December 31, 2013 and 2012, respectively.41 Working capital, which is the excess of current assets over current liabilities, is a short-term analytical tool used to assess the ability of a particular entity to meet its current financial obligations in the ordinary course of business. The trend shows a slight increase in the negative working capital from December 31, 2012 to June 30, 2014, and suggests that Midwest's cash flow may be unable to meet is current obligations. Midwest's current ratio (current assets divided by current liabilities) as of June 30, 2014, of 0.44/1 is well below a generally recognized standard of 1:1 for a sustainable business operation.42 Approximately seventy-five percent (75%) of Midwest's assets are comprised of its intangible Franchise Rights and Goodwill.43 According to Comcast, the current fair market values of Midwest's net assets is considerably in excess of the historical financial information.44 b. Liabilities and Net Equity. Midwest's pro forma financial statements show (i) current liabilities of$379 million as adjusted, $379 million and $348 million; and (ii) deferred taxes of$2,836 million, $2,842 million and $2,835 million as of June 30, 2014 and December 31, 2013 and 2012, respectively.45 Midwest's long-term debt is estimated to be $7.8 billion which will have a significant impact 38 Correspondence to author from Klayton F. Fennell,Vice President, Government Affairs, Comcast Corporation. dated July 28, 2014. 39 Form S-1 at p.44. 40 Id. at p.31. 41 Form 8-K at p. F-2 of the December 31,2013 Financial Statements and Form S-1 at p. 32. 42 Form S-1 at p. 32. 43 Id. 44 Id. 45 Form 8-K at p. F-2 of the December 31,2013 Financial Statements,at p. F- 1 of the June 30, 2014 Financial Statements and Form S-1 at p. 32. 18 2574069v1 on Midwest's balance sheet.46 The specific terms of the new indebtedness have not been disclosed and are unknown; however Midwest has used an interest rate of five percent (5%) on its adjusted pro forma financial statements.47 This additional debt will require Midwest to generate additional cash flow, including through the operations and its service arrangement with Charter, to fund its debt service. Midwest's initial debt leverage will be no greater than 5.0x its 2014 EBITDA, which is consistent with some other cable operators (Charter at 5.0x, Cablevision at 5.3x, Suddenlink at 5.7x and Mediacom at 5.3x).48 In order to close these transactions, Midwest and the other parties will be required to obtain certain levels of financing, which if not received would terminate the above described transactions. c. Income and Expense. Midwest's pro forma income statements, as adjusted report (i) revenue of$2,299 million and $4,470 million; (ii) operating expenses of$1,839 million and $3,618 million; and (iii) operating income of$460 million and $852 million for the six-month period ending June 30, 2014 and the year ending December 31, 2013, respectively.49 Midwest is reporting net income in its pro forma financial statements as adjusted of$158 million and $272 million for the six-month period ending June 30, 2014 and the year ending December 31, 2013, respectively.50 The ability to generate cash is important for Midwest due to its highly leveraged operations. A one percent (1%) increase in the interest rate of the $7.8 billion of debt will result in an additional $78 million of interest expense annually. As a result of the transactions and changes in its business and business structure, Midwest will incur significant non-recurring expenses which may negatively affect Midwest's short-term income statement performance. In addition, as a result of the transaction, Midwest may be required to incur significant capital expenditures for the assimilation its new business and services along with additional programing costs to maintain its current programming in the future.51 VI. Summary Using the FCC Form 394 to establish an absolute minimum standard of financial qualifications that a proposed applicant must demonstrate in order to be qualified as the successor operator of the System, Comcast and Midwest have the burden of demonstrating to the City's satisfaction that Midwest has "sufficient net liquid assets on hand or available from committed resources" to consummate the transaction and operate the System, together with its newly acquired operations, for three (3) months. This minimum standard is not easy to apply to a newly formed highly leveraged company with significant transaction and ongoing service costs. In general, we have also considered the standard practice of lenders that requires borrowers to maintain certain debt covenants on new and outstanding debt, including certain cash flow requirements, financial ratios and adequate security, in order to make and maintain a loan and that if a borrower does not meet these requirements, a loan may not be initially funded. 46 Form 10-Q at p. 5. 47 Form S-1 at p. 35. 48 Letter to Brian T. Grogan, Esq. of Moss&Barnett, PA from Comcast and Midwest Cable, dated September 30, 2014, at p. 15. 49Form S-1 at pp. 33-34. sold. 51 Id. at p. 3. 19 2574069v1 Based solely on Midwest's financial information that we reviewed, Midwest's public filings assume that Midwest will receive sufficient debt commitments and the required debt to consummate the Transaction Agreement. Based on the foregoing and limited strictly to the financial information analyzed in conducting this review, we do not believe that Comcast's request for transfer of the ownership of the System to Midwest can reasonably be denied based solely on a lack of financial qualifications of Midwest, if the financing to consummate the transaction is obtained by Midwest, as Midwest would have the funds to acquire and operate the System for at least some initial period of time. The failure to obtain the financing would result in the termination of the Transaction Agreement and proposed transfer of ownership. Due to the many uncertainties and lack of information regarding the proposed financing and future operations, there is not enough information that has been made available to review to make any conclusions regarding the financial qualification of Midwest's ability to own and operate the System after the acquisition and initial operating period. In the event the City elects to proceed with approving the proposed transfer of control, the assessment of Midwest's financial qualifications should not be construed in any way to constitute an opinion as to the financial capability or stability of Midwest to (i) operate under the Franchise, (ii) operate its other operations, or (iii) successfully consummate the transactions as contemplated in the Transaction Agreement. The sufficiency of the procedures used in making an assessment of Midwest's financial qualifications and its capability to operate the System is solely the responsibility of the City. Consequently, we make no representation regarding the sufficiency of the procedures used either for the purpose for which this analysis of financial capabilities and qualifications was requested or for any other purpose. Lastly, in order to ensure compliance with its obligations to operate the System and since we have based a significant part of our analysis on the financial statements, as adjusted, of Midwest, the parent entity, we recommend that the City maintain any performance bonds or corporate parent guaranty, if any, required under any City Franchise. If security funds are not required in the City Franchise, the City may wish to consider pursuing a corporate parent guaranty from Midwest in a form as set forth in Exhibit B or as otherwise mutually agreeable to Midwest and the City. A model resolution has also been attached for the City's review and consideration as Exhibit A. 20 2574069v1 EXHIBIT A RESOLUTION NO. APPROVING THE TRANSFER OF THE CABLE FRANCHISE AND CHANGE OF CONTROL OF THE GRANTEE WHEREAS, Comcast of Arkansas/Florida/Louisiana/Minnesota/Mississippi/Tennessee, Inc. ("Grantee"), currently holds a cable television franchise ("Franchise") granted by the City of_ ("City"); and WHEREAS, Grantee owns, operates and maintains a cable television system in the City ("System") pursuant to the terms of the Franchise; and WHEREAS, on February 12, 2014, Comcast Corporation ("Comcast") and Time Warner Cable Inc. ("TWC") entered into an Agreement and Plan of Merger; and WHEREAS, on April 25, 2014, Comcast and Charter Communications, Inc. ("Charter") entered into the Comcast/Charter Transactions Agreement (the "Agreement"), pursuant to which the Grantee, through a restructuring under Comcast's ownership, will become Comcast of Minnesota, LLC ("New Grantee") and immediately thereafter will become a wholly-owned subsidiary of Midwest Cable, Inc. ("Midwest Cable") (the "Transaction"); and WHEREAS, on or about June 17, 2014 the City received from Grantee, FCC Form 394 - Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise ("Application"); and WHEREAS, Federal law and the terms of the Franchise require that the City take action to consider the Application within one hundred twenty (120) days of the date of receipt, or on or before October 15, 2014; and WHEREAS, on or about August 22, 2014 Comcast and Midwest Cable agreed to extend the Application review period for sixty (60) days until December 15, 2014 to allow the City time to review the additional information concerning the qualifications of Midwest Cable provided to the City on September 30, 2014; and WHEREAS, on or about September 30, 2014 Comcast and Midwest Cable agreed to a further extension of the Application review period for thirty (30) days until January 15, 2015 to allow the City to review certain service agreements related to the Transaction as well as certain SEC financial filings to be made available for review on October 31, 2014; and WHEREAS, Section of the Franchise requires the City's advance written consent prior to the Grantee's transfer of the Franchise; and WHEREAS, as a result of the proposed Transaction Grantee has requested consent from the City to the proposed transfer of the Franchise; and A-1 2574069v1 WHEREAS, the City has reviewed the proposed Transaction, and based on information provided by Grantee and Midwest Cable and on the information received by the City from the Southwest Suburbs Cable Commission ("Commission"), the City has elected to approve the proposed Transaction subject to certain conditions as set forth herein. NOW, THEREFORE, the City of , hereby resolves as follows: 1. All of the above recitals are hereby incorporated by reference as if fully set forth herein. 2. The Franchise is in full force and effect and Grantee is the lawful holder of the Franchise. 3. New Grantee will be the lawful holder of the Franchise after completion of the Transaction. 4. The City hereby consents and approves of the proposed Transaction subject to the below conditions. a. New Grantee agreeing to assume any and all liabilities, known and unknown, under the Franchise. b. Within twenty (20) days of the date of adoption of this Resolution, New Grantee shall execute and file with the City the Acceptance and Agreement attached hereto to verify New Grantee's compliance with the terms and conditions of this Resolution; and c. Within thirty (30) days following close of the Transaction, Midwest Cable (also to be known as GreatLand Connections Inc.) shall execute and provide the City with the Corporate Parent Guaranty attached hereto and incorporated by reference. d. New Grantee shall provide both SD and HD (simulcast) capacity for the City's government access PEG channel - identical to what the Grantee currently provides to the City of Edina, Minnesota under the Franchise. e. New Grantee shall maintain and provide (as Grantee currently provides), free of charge to the City, Commission and the Commission's member cities, the existing PEG playback transmission connectivity and Comcast fiber and coax cable in the following manner: All fiber coming to and from the existing Comcast Head end building - 10210 Crosstown Circle necessary for Commission PEG transmissions. ii. New Grantee shall provide, maintain and replace any existing routers, switching equipment and related facilities at the headend that A-2 2574069v1 may be required to maintain the same PEG access functionality as Grantee currently provides and as otherwise required by the Franchise. iii. The City, Commission and Commission's member cities shall have the right to continue to use maintain the fiber & splice points at 10210 Crosstown Circle. iv. In the event headend is relocated from 10210 Crosstown Circle, all costs and expenses required to maintain the PEG playback transmission connectivity and Comcast fiber and coax cable shall be provided by New Grantee free of charge to the City, Commission and the Commission's member cities. v. New Grantee shall provide, maintain and replace the existing termination equipment (Modulators) to facilitate the PEG programming transmission to each of the Commission's member cities in following amounts - Edina (6), Richfield (1), Hopkins (1), and Minnetonka (1). f. New Grantee will participate in quarterly meetings with members of the Commission or the Commission's designees for the first two (2) years following the close of the Transaction to verify that subscriber issues and concerns are being addressed by New Grantee or any other entity that may have interaction with subscribers within the City. If issues are not being addressed, New Grantee agrees to meet with Commission and City staff, as directed, to explain steps being undertaken to address subscriber concerns and New Grantee will provide regular and timely updates to the Commission to provide verification of corrective actions being undertaken to address unresolved issues. g. New Grantee will maintain an "escalated complaint program" to escalate unresolved cable television complaints from subscribers. One or more specifically identified employee(s) of New Grantee shall be available to Commission or City staff via email for reporting issues. These specifically identified employee(s) of New Grantee will have the ability to escalate service issues to a senior officer of New Grantee or New Grantee's parent company when necessary. New Grantee will follow-up with Commission or City staff by email or by phone with a summary of the results of the complaint(s). h. New Grantee's compliance with the requirements of paragraphs c, d, e, and f of this Resolution shall be handled under the Franchise. New Grantee shall be subject to available enforcement procedures and remedies as if these obligations were set forth in the Franchise. i. Comcast shall, within twenty (20) days of the date of adoption of this Resolution, fully reimburse City for all of City's reasonable costs and expenses in connection with the City's review of the proposed Transaction, including without limitation, all costs incurred by the City for experts and attorneys retained by City to assist in the review as well as notice and publication costs ("Reimbursement"). A-3 2574069v1 The Reimbursement shall not be deemed to be "Franchise Fees" within the meaning of Section 622 of the Cable Act (47 U.S.C. §542), nor shall the Reimbursement be deemed to be (i) "payments in kind" or any involuntary payments chargeable against the Franchise Fees to be paid to the City by New Grantee pursuant to the Franchise. ii. The Reimbursement shall be considered a requirement or charge incidental to the awarding or enforcing of the Franchise. 5. In the event the proposed Transaction contemplated by the foregoing resolution is not completed, for any reason, the City's consent shall not be effective. If any of the conditions set forth herein are not met, the City's consent to the proposed Transaction shall be null and void and of no effect. This Resolution shall take effect and continue and remain in effect from and after the date of its passage, approval, and adoption. Approved by the City of , Minnesota this day of , 2014. ATTEST: CITY OF , MINNESOTA By: By: Its: Its: A-4 2574069v1 ACCEPTANCE AND AGREEMENT Comcast of Minnesota, LLC hereby accept this Resolution No. ("Resolution") and agree to be bound by the terms and conditions of this Resolution and the terms and conditions of the Franchise referenced within the Resolution. Dated this day of , 2014. Comcast of Minnesota, LLC By: Its: SWORN TO BEFORE ME this day of , 2014. NOTARY PUBLIC A-5 2574069v1 EXHIBIT B CORPORATE PARENT GUARANTY THIS AGREEMENT is made this day of , 201_ (this "Agreement"), by and among GreatLand Connections Inc. (f/k/a Midwest Cable, Inc.), a Delaware corporation (the "Guarantor"), the City of , Minnesota ("Franchising Authority"), and , a ("Company"). WITNESSETH WHEREAS, on , 20_the Franchising Authority adopted Ordinance No. granting a Cable Television Franchise which is now held by (the "Franchise"), pursuant to which the Franchising Authority has granted the rights to own, operate, and maintain a cable television system ("System"); and WHEREAS, pursuant to the Comcast/Charter Transaction Agreement dated April 25, 2014 by and between Charter Communication, Inc., a Delaware corporation, and Comcast Corporation, a Pennsylvania corporation, ("Agreement"), the Franchise will be transferred to the Company and the Guarantor will acquire control of the Company as an indirect subsidiary of Guarantor as a result of Comcast Corporation's contribution and spin off of certain cable television systems pursuant to the Agreement ("Change in Control"); and WHEREAS, Company and Comcast Corporation have requested the consent to the Change of Control in accordance with the requirements of Section of the Franchise; and WHEREAS, pursuant to Resolution No. , dated , 20 Franchising Authority conditioned its consent to the Change of Control on the issuance by Guarantor of a corporate parent guaranty guaranteeing certain obligations of Company under the Franchise. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in consideration of the approval of the Change of Control, Guarantor hereby unconditionally and irrevocably agrees to provide all the financial resources necessary for the observance, fulfillment and performance of the obligations of the Company under the Franchise and also to be legally liable for performance of said obligations in case of default by or revocation or termination for default of the Franchise. This Agreement, unless terminated, substituted, or canceled, as provided herein, shall remain in full force and effect for the duration of the term of the Franchise. B-1 2574069v1 Upon substitution of another Guarantor reasonably satisfactory to the Franchising Authority, this Agreement may be terminated, substituted, or canceled upon thirty (30) days prior written notice from Guarantor to the Franchising Authority and the Company. Such termination shall not affect liability incurred or accrued under this Agreement prior to the effective date of such termination or cancellation. GREATLAND CONNECTIONS INC. (F/K/A MIDWEST CABLE, INC.) By: Its: STATE OF ) ss. COUNTY OF The foregoing instrument was subscribed and sworn to before me this day of 20 , by , the of B-2 2574069v1 CITY COUNCIL AGENDA DATE: SECTION: Payment of Claims January 06, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XI. 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 235936 - 236499 Wire Transfers 1009395 - 1009651 Wire Transfers 5229 - 5251 October Purchasing Card Report City of Eden Prairie Council Check Summary 1/6/2015 Division Amount Division Amount General 133,493 315 Economic Development 1,217,236 100 City Manager 732 308 E-911 27,688 101 Legislative 12,531 309 DWI Forfeiture 62 102 Legal Counsel 36,889 314 Liquor Compliance 2,500 110 City Clerk 14,849 317 Eden Prairie Players 1,274 111 Customer Service 6,041 445 Cable PEG 4,918 112 Human Resources 157 502 Park Development 86,655 113 Communications 10,965 509 CIP Fund 305,702 114 Benefits&Training 2,875 522 Improvement Projects 2006 399 130 Assessing 334 526 Transportation Fund 10,197 131 Finance 455 527 CIP-Leasing Costs 6,314 132 Housing and Community Services 3,932 528 Shady Oak Rd-CR 61 North 14,708 133 Planning 3,456 529 Shady Oak Rd-CR 61 South 132,226 136 Public Safety Communications 21,530 530 Pool Upgrade/Expansion 1,746,505 137 Economic Development 278 531 Eden Prairie Road 366,778 138 Community Development Admin. 371 532 EP Road Connect Flying Cloud 2,369 150 Park Administration 4,993 534 WEST 70TH ST.EXTENSION 35,575 151 Park Maintenance 25,190 Total Capital Project Funds 3,961,105 152 Parks Capital Outlay 187 153 Organized Athletics 3,129 601 Prairie Village Liquor 303,181 154 Community Center 27,838 602 Den Road Liquor 496,770 156 Youth Programs 1,871 603 Prairie View Liquor 334,543 157 Special Events 19 605 Den Road Building 6,679 158 Senior Center 6,651 701 Water Fund 666,095 159 Recreation Administration 370 702 Sewer Fund 854,322 160 Therapeutic Recreation 372 703 Storm Drainage Fund 449,836 162 Arts 21,658 Total Enterprise Funds 3,111,426 163 Outdoor Center 8,143 168 Arts Center 748 803 Escrow Fund 11,778 180 Police 29,788 806 SAC Agency Fund 77,035 183 Emergency Preparedness 3,013 807 Benefits Fund 1,052,833 184 Fire 26,131 810 Workers Comp Insurance 495 186 Inspections 1,476 811 Property Insurance 18,217 200 Engineering 839 812 Fleet Internal Service 164,775 201 Street Maintenance 144,582 813 IT Internal Service 221,053 202 Street Lighting 77,872 814 Facilities Capital ISF 17,708 Total General Funds 633,759 815 Facilites Operating ISF 50,376 816 Facilites City Center ISF 100,243 301 CDBG 137,202 817 Facilites Comm.Center ISF 85,161 303 Cemetary Operation 17 Total Internal Service Funds 1,799,673 Total Special Revenue Funds 137,219 Report Totals 11,383,414 427 2005 G.O.IMPR BONDS 279,695 428 G.O.Improv.Revolving 2005B 127,250 434 2008A Capital Equipment Notes 25,915 435 2008B G.O.Improvement Bonds 796,868 436 2009C G.O.CIP Refunding Bonds 298,688 437 G.O.Penn.Improv.2010A 87,130 438 G.O.Bonds(SCBA)2011B 88,719 439 G.O.Refunding Bonds 2011C 525 440 GO Perm Impr Ref Bonds 2011D 35,444 Total Debt Service Funds 1,740,233 City of Eden Prairie Council Check Register 1/6/2015 Check# Amount Supplier/Explanation Account Description Business Unit Explanation 5244 2,226,415 WELLS FARGO BANK MINNESOTA NA Principal Sewer Fund Bond payment 236163 1,702,292 RJM CONSTRUCTION INC Improvements to Land Pool Upgrade/Expansion Pool expansion 236239 606,251 GENERAL GROWTH PROPERTIES INC TIF Payment Project Fund TIF payment 236456 574,220 METROPOLITAN COUNCIL ENVIRONMENTAL SERVI MCES User Fee Sewer Fund Waste Water 236158 365,213 RACHEL CONTRACTING LLC Improvement Contracts Storm Drainage Riverview Rd Culvert 1009467 362,388 NORTHWEST ASPHALT Improvement Contracts Eden Prairie Road Eden Prairie Rd 236427 259,432 HEALTHPARTNERS Prepaid Expenses Health and Benefits Health Insurance 5246 250,414 CERIDIAN Federal Taxes Withheld Health and Benefits Taxes withheld 5233 224,765 CERIDIAN Federal Taxes Withheld Health and Benefits Taxes withheld 1009491 171,373 ZIEGLER INC Equipment Parts Capital Maint.&Reinvestment Front end loader 5236 150,610 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION PERA Health and Benefits PERA 236234 149,608 DOMINIUM TIF Payment Project Fund TIF payment 5249 147,766 PUBLIC EMPLOYEES RETIREMENT ASSOCIATION PERA Health and Benefits PERA 236290 147,097 TE MILLER DEVELOPMENT LLC TIF Payment Project Fund TIF payment 236300 140,278 WINDSOR PLAZA LLC TIF Payment Project Fund TIF payment 236006 135,312 BITUMINOUS ROADWAYS INC Other Contracted Services Capital Maint.&Reinvestment Homeward Hills parking/trails recon 5239 118,917 MINNESOTA DEPT OF REVENUE Sales Tax Payable Fleet Operating Sales/Use Taxes 236144 110,975 NUSS TRUCK GROUP INC Autos Sewer System Maintenance New Vactor 1009483 108,153 TOWMASTER INC Autos Public Works Dump Body and Plow Equip. 236291 104,767 TEALWOOD CARE CENTER TIF Payment Project Fund TIF payment 1009583 77,586 XCEL ENERGY Electric Round Lake 1009641 77,498 SRF CONSULTING GROUP INC Design&Engineering Shady Oak Rd-CR 61 South 236352 76,265 METROPOLITAN COUNCIL Other Revenue SAC Agency Fund 1009480 69,710 SRF CONSULTING GROUP INC Other Contracted Services Shady Oak Rd-CR 61 South 1009490 69,548 XCEL ENERGY Electric Outdoor Center 236490 68,250 ULTIMATE SOFTWARE GROUP,THE Other Assets IT Capital 236202 55,000 WEST HENNEPIN AFFORDABLE HOUSING LAND TR Refunds CDBG-Public Service 236295 52,461 UNITED PROPERTIES TIF Payment Project Fund 236342 51,433 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Den Road Liquor Store 236324 50,000 COMMERCIAL PARTNERS TITLE LLC Refunds CDBG-Public Service 236444 49,790 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Den Road Liquor Store 236109 47,348 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie Village Liquor Store 236496 45,376 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Prairie View Liquor Store 236255 43,669 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Prairie View Liquor Store 236325 43,467 COMPASS MINERALS AMERICA,INC Salt Snow&Ice Control 236008 42,700 BLUE WATER SCIENCE Other Contracted Services Storm Drainage 1009617 42,534 CENTERPOINT ENERGY SERVICES INC Gas City Hall-CAM 1009566 40,867 GREGERSON ROSOW JOHNSON&NILAN LTD Legal Legal Criminal Prosecution 5237 39,877 US BANK Landscape Materials/Supp Sewer System Maintenance 235958 37,620 JOHNSON BROTHERS LIQUOR CO Liquor Product Received Den Road Liquor Store 235962 37,289 NEW LOOK CONTRACTING INC Improvements to Land Park Acquisition&Development 236478 37,049 PULTE GROUP Council Exclusions Water Capital 1009522 36,495 MINNESOTA DIRT WORKS INC Improvements to Land Park Acquisition&Development 1009572 35,885 LOGIS LOGIS IT Operating 236287 34,948 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Prairie Village Liquor Store 236448 34,513 KOLLMER CONSULTANTS INC Design&Engineering Water Capital Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1009471 33,716 PEARSON BROTHERS INC Seal Coating Street Maintenance 236472 31,623 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Den Road Liquor Store 236484 31,370 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Prairie Village Liquor Store 236106 29,894 INTEGRATED PROCESS SOLUTIONS INC Improvement Contracts Sewer Liftstation 236133 29,256 MINNESOTA DEPT OF HEALTH Licenses,Permits,Taxes Water Testing 1009628 27,808 LOGIS Network Support IT Operating 1009632 27,453 MOTOROLA Equipment Repair&Maint Public Safety Communications 236090 27,053 HAMMEL,GREEN AND ABRAHAMSON Design&Engineering Pool Upgrade/Expansion 236319 26,104 CARGILL SALT Salt Snow&Ice Control 1009415 25,558 BRAUN INTERTEC CORPORATION Testing-Soil Boring Pool Upgrade/Expansion 236262 24,500 LANDMARK REMODELING LLC Other Contracted Services Rehab 1009533 24,370 XCEL ENERGY Electric City Hall-CAM 236371 24,116 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Den Road Liquor Store 1009470 23,701 PARROTT CONTRACTING INC Equipment Repair&Maint Water System Maintenance 235976 22,925 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Prairie View Liquor Store 1009581 22,721 THORPE DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 5248 22,218 ING Deferred Compensation General Fund 5235 21,465 ING Deferred Compensation General Fund 236237 20,530 ELECTRICAL INSTALLATION&MAINTENANCE Other Contracted Services Water Capital 236497 20,492 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Prairie View Liquor Store 236351 20,000 MERCURY MOSAICS Other Contracted Services Arts 235977 19,841 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Prairie View Liquor Store 236178 18,940 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Prairie Village Liquor Store 1009618 18,632 DIVERSE BUILDING MAINTENANCE Janitor Service Prairie Village Liquor Store 236167 18,250 ROWLAND SHADY OAK PROPERTIES LLC Right of Way&Easement Shady Oak Rd-CR 61 South 236350 18,217 LEAGUE MN CITIES INS TRUST Insurance Property Insurance 235989 17,863 ABM JANITORIALSERVICES-NORTH CENTRAL INC Janitor Service City Hall-CAM 236454 17,840 MANSFIELD OIL COMPANY Motor Fuels Fleet Operating 1009530 17,765 THORPE DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 235998 17,700 ARVIG Other Assets IT Capital 236302 17,492 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Prairie View Liquor Store 235981 17,350 PRAIRIE PARTNERS SIX LLP Insurance Prairie Village Liquor Store 236474 17,350 PRAIRIE PARTNERS SIX LLP Prepaid Expenses Prairie Village Liquor Store 236382 16,885 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Prairie View Liquor Store 235969 16,723 SOUTHERN WINE&SPIRITS OF MN Liquor Product Received Prairie View Liquor Store 1009494 16,682 DAY DISTRIBUTING Liquor Product Received Prairie View Liquor Store 236014 16,527 CARGILL SALT Salt Snow&Ice Control 1009461 16,152 J&D WINDOW CLEANING Window Washing City Hall-CAM 1009409 15,743 THORPE DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 5247 15,692 ICMA RETIREMENT TRUST-457 Deferred Compensation General Fund 1009588 15,656 DAY DISTRIBUTING Liquor Product Received Den Road Liquor Store 236443 15,617 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie Village Liquor Store 1009616 15,580 CDW GOVERNMENT INC. Other Assets Public Safety Communications 236138 15,539 NAC Contract Svcs-HVAC City Hall-CAM 236205 15,138 WIRTZ BEVERAGE MINNESOTA Liquor Product Received Den Road Liquor Store 1009624 14,461 HANSEN THORP PELLINEN OLSON Other Contracted Services Sewer Capital 236364 14,454 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie Village Liquor Store 5238 14,036 RADIANT SYSTEMS Bank and Service Charges Prairie View Liquor Store 1009555 13,945 BARR ENGINEERING COMPANY Design&Engineering Storm Drainage Projects 236206 13,699 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Prairie Village Liquor Store 5234 13,678 ICMA RETIREMENT TRUST-457 Deferred Compensation General Fund Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1009537 13,469 BRAUN INTERTEC CORPORATION Testing-Soil Boring WEST 70TH ST.EXTENSION 235982 13,280 PRAIRIEVIEW RETAIL LLC Building Rental Prairie View Liquor Store 236475 13,280 PRAIRIEVIEW RETAIL LLC Prepaid Expenses Prairie View Liquor Store 5251 13,065 LIFE INSURANCE COMPANY OF NORTH AMERICA Life Insurance EE/ER Health and Benefits 1009603 12,652 WENCK ASSOCIATES INC Design&Engineering Storm Drainage 236303 12,503 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Prairie View Liquor Store 236140 12,445 NOKOMIS SHOE SHOP Clothing&Uniforms Facilities Staff 236280 12,068 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie View Liquor Store 1009423 11,759 GREENSIDE INC Contract Svcs-Snow Removal Fire Station#1 1009605 11,728 ADVANCED ENGINEERING&ENVIRONMENTAL SE Design&Engineering Sewer Liftstation 236254 11,714 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie View Liquor Store 1009487 11,387 VTI Other Contracted Services Public Safety Communications 236383 11,258 WIRTZ BEVERAGE MINNESOTA BEER INC Liquor Product Received Prairie Village Liquor Store 1009591 11,153 GREENSIDE INC Contract Svcs-Snow Removal Fire Station#1 236381 11,081 WINE MERCHANTS INC Liquor Product Received Prairie Village Liquor Store 5243 10,837 US BANK-CREDIT CARD MERCHANT ONLY Bank and Service Charges Finance 235964 10,781 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie View Liquor Store 236182 10,241 SPRINGSTED INCORPORATED Other Contracted Services Project Fund 1009395 10,100 DAY DISTRIBUTING Liquor Product Received Prairie View Liquor Store 236465 9,980 NATIONAL RESEARCH CENTER INC Other Contracted Services City Council 1009540 9,925 DORSEY&WHITNEY LLP Deposits Escrow 1009482 9,900 THORPE DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 1009543 9,691 GREENSIDE INC Contract Svcs-Snow Removal Fire Station#1 236341 9,651 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie Village Liquor Store 236108 9,357 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie Village Liquor Store 236375 9,252 SYMPRO INC Software Maintenance IT Operating 236416 8,962 EMBEDDED SYSTEMS INC Other Contracted Services General Fund 235957 8,842 JJ TAYLOR DISTRIBUTING MINNESOTA Liquor Product Received Prairie View Liquor Store 236152 8,330 PHILLIPS WINE AND SPIRITS INC Liquor Product Received Prairie Village Liquor Store 1009509 8,325 A-SCAPE INC Contract Svcs-Lawn Maint. Fire Station#4 5241 8,273 GENESIS EMPLOYEE BENEFITS,INC HSA General Fund 5250 8,254 GENESIS EMPLOYEE BENEFITS,INC HSA General Fund 235986 8,056 3D SPECIALTIES Signs Traffic Signs 236177 7,904 SONETICS CORPORATION Other Assets Public Safety Communications 236085 7,830 GRAYMONT Treatment Chemicals Water Treatment Plant 236433 7,826 HENNEPIN COUNTY ELECTIONS Equipment Repair&Maint Elections 236425 7,694 GRAYMONT Treatment Chemicals Water Treatment Plant 236143 7,624 NORTHLAND BUSINESS SYSTEMS, INC Other Hardware IT Operating 1009418 7,429 DAY DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 1009567 7,346 HEWLETT-PACKARD COMPANY Other Hardware IT Operating 236392 7,122 BITUMINOUS ROADWAYS INC Other Contracted Services Creekwood Park 236471 6,950 PAUSTIS&SONS COMPANY Liquor Product Received Prairie Village Liquor Store 1009578 6,757 RESTORATION SYSTEMS INC Other Contracted Services Facilities Capital 235975 6,462 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store 5229 6,390 GENESIS EMPLOYEE BENEFITS,INC HRA Health and Benefits 236480 6,250 RIGHTLINE DESIGN LLC Other Contracted Services Communications 236207 5,989 XCEL ENERGY Electric Street Lighting 1009517 5,975 EP CONSOLIDATED PROPERTIES LLC TIF Payment Project Fund 1009464 5,964 METRO SALES INCORPORATED* Other Rentals IT Operating 236196 5,943 VESSCO INC Equipment Parts Water Treatment Plant 236301 5,919 WINE MERCHANTS INC Liquor Product Received Prairie View Liquor Store Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1009642 5,758 STREICHERS Protective Clothing Police 1009594 5,708 LYNDALE PLANT SERVICES Contract Svcs-Int.Landscape City Hall-CAM 1009643 5,681 THORPE DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 1009458 5,575 HANSEN THORP PELLINEN OLSON Other Contracted Services Park Acquisition&Development 236495 5,545 WINE MERCHANTS INC Liquor Product Received Prairie Village Liquor Store 1009651 5,326 XCEL ENERGY Electric Traffic Signals 236333 5,222 FIVE ALARM LEADERSHIP LLC Conference/Training Fire 236150 5,108 PAUSTIS&SONS COMPANY Liquor Product Received Prairie Village Liquor Store 1009492 5,080 BRAUN INTERTEC CORPORATION Other Contracted Services Transportation Fund 236415 4,999 EDINA,CITY OF Other Contracted Services Communications 235992 4,962 AMERICAN ENGINEERING TESTING INC Testing-Soil Boring Shady Oak Rd-CR 61 South 1009561 4,938 COMPAR INC Computers IT Operating 1009407 4,708 SENIOR COMMUNITY SERVICES Refunds CDBG-Public Service 235939 4,697 ADVANCED PUBLIC SAFETY INC Software IT Operating 1009451 4,683 CERIDIAN Ceridian IT Operating 1009607 4,663 A-SCAPE INC Contract Svcs-Snow Removal Den Bldg.-CAM 1009539 4,656 DAY DISTRIBUTING Liquor Product Received Prairie View Liquor Store 236451 4,641 LIFE FITNESS Equipment Repair&Maint Police 1009472 4,600 PETERSON BROS ROOFING AND CONSTRUCTION I Contract Svcs-Roof Fitness/Conference-Cmty Ctr 236419 4,476 FLEET MAINTENANCE INC Equipment Repair&Maint Fleet Operating 236245 4,384 HENNEPIN COUNTY TREASURER Other Contracted Services General Fund 235997 4,351 ARTISAN BEER COMPANY Liquor Product Received Prairie Village Liquor Store 236209 4,346 YMCA Tuition Reimbursement/School Police 236204 4,309 WINE MERCHANTS INC Liquor Product Received Den Road Liquor Store 1009532 4,179 WINE COMPANY,THE Liquor Product Received Prairie View Liquor Store 236194 4,174 US POSTMASTER Postage Communications 236380 4,087 VERIZON WIRELESS Wireless Subscription IT Operating 1009459 3,961 HAWKINS INC Treatment Chemicals Water Treatment Plant 236240 3,942 GRAYMONT Treatment Chemicals Water Treatment Plant 1009514 3,935 CERIDIAN Ceridian IT Operating 236467 3,919 NORTHMARQ REAL ESTATE SERVICES LLC Other Contracted Services CIP-Leasing Costs 235979 3,885 CARVER COUNTY LICENSE CENTER Autos Park and Recreation 1009433 3,829 PAUL'S TWO-WAY RADIO Equipment Parts Public Safety Communications 236277 3,790 PAUSTIS&SONS COMPANY Liquor Product Received Prairie View Liquor Store 236104 3,750 IND SCHOOL DISTRICT 272 Other Contracted Services Housing and Community Service 1009560 3,741 CENTERPOINT ENERGY Gas Water Treatment Plant 236359 3,683 NOKOMIS SHOE SHOP Clothing&Uniforms Park Maintenance 236142 3,665 NORTH STAR PUMP SERVICE Equipment Repair&Maint Sewer Liftstation 1009608 3,643 ASPEN WASTE SYSTEMS INC. Waste Disposal City Hall-CAM 236173 3,636 SHORT ELLIOTT HENDRICKSON INC Design&Engineering EP Rd Connect to Flying Cloud 235963 3,542 PAUSTIS&SONS COMPANY Liquor Product Received Prairie View Liquor Store 236422 3,470 GOODPOINTE TECHNOLOGY (C/O ZOOM) Software Maintenance IT Operating 236438 3,453 IMPACT PROVEN SOLUTIONS Other Contracted Services Water Accounting 236363 3,381 PAUSTIS&SONS COMPANY Liquor Product Received Prairie Village Liquor Store 1009473 3,254 PRAIRIE ELECTRIC COMPANY Contract Svcs-Electrical Public Works/Parks 236061 3,218 DAVE'S FLOOR SANDING&INSTALLING INC Contract Svcs-General Bldg Outdoor Center Facilities 236430 3,206 HENNEPIN COUNTY ELECTIONS Printing Elections 1009644 3,119 UNIQUE PAVING MATERIALS Repair&Maint.Supplies Water System Maintenance 236336 3,118 H&L MESABI Machinery&Equipment Snow&Ice Control 236100 3,069 HOHENSTEINS INC Liquor Product Received Prairie View Liquor Store 236228 2,979 CENTURYLINK Elevators IT Telephone Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1009527 2,960 RESTORATION SYSTEMS INC Contract Svcs-General Bldg Den Bldg.-CAM 1009489 2,929 WINE COMPANY,THE Liquor Product Received Prairie Village Liquor Store 1009559 2,918 CDW GOVERNMENT INC. Other Hardware IT Operating 236485 2,913 SOUTHWEST SUBURBAN PUBLISHING-CLASSIFIED Advertising City Clerk 236135 2,870 MINNESOTA VALLEY ELECTRIC COOPERATIVE Electric Riley Lake 1009515 2,815 E H RENNER&SONS Equipment Repair&Maint Water Wells 236068 2,765 E A SWEEN COMPANY Merchandise for Resale Concessions 1009442 2,730 VAN PAPER COMPANY Cleaning Supplies City Center Operations 236075 2,714 FLEET MAINTENANCE INC Equipment Repair&Maint Fleet Operating 1009506 2,699 VINOCOPIA Liquor Product Received Prairie View Liquor Store 1009444 2,690 VINOCOPIA Liquor Product Received Prairie Village Liquor Store 1009586 2,654 CLAREY'S SAFETY EQUIPMENT Safety Supplies Emergency Preparedness 1009626 2,604 ITRON INC. Maintenance Contracts Water Metering 235952 2,563 HOHENSTEINS INC Liquor Product Received Den Road Liquor Store 1009429 2,552 METROPOLITAN FORD Equipment Repair&Maint Fleet Operating 236309 2,537 ASTLEFORD EQUIPMENT COMPANY INC Equipment Repair&Maint Fleet Operating 1009397 2,523 VINOCOPIA Liquor Product Received Den Road Liquor Store 1009649 2,519 WINE COMPANY,THE Liquor Product Received Prairie Village Liquor Store 236436 2,512 HOHENSTEINS INC Liquor Product Received Prairie Village Liquor Store 235980 2,500 POSTAGE BY PHONE RESERVE ACCOUNT Postage Customer Service 236212 2,500 PETTY CASH-POLICE DEPT Miscellaneous Liquor Compliance 236263 2,500 LANO EQUIPMENT INC Repair&Maint.Supplies Storm Drainage 236220 2,490 ARTISAN BEER COMPANY Liquor Product Received Prairie Village Liquor Store 236492 2,478 UNIVERSAL ATHLETIC SERVICES INC Awards Softball 236318 2,462 BUSINESS IMPACT GROUP Clothing&Uniforms Fire 1009625 2,459 HAWKINS INC Treatment Chemicals Water Treatment Plant 236094 2,434 HENNEPIN COUNTY ACCOUNTS RECEIVABLE Software Maintenance Police 1009531 2,395 WALL TRENDS INC Other Contracted Services CIP-Leasing Costs 1009627 2,345 JEFFERSON FIRE&SAFETY INC Protective Clothing Fire 1009456 2,330 GRAINGER Building Repair&Maint. Park Shelters 236248 2,316 HOHENSTEINS INC Liquor Product Received Prairie Village Liquor Store 1009552 2,287 VINOCOPIA Liquor Product Received Prairie Village Liquor Store 236432 2,229 HENNEPIN COUNTY ELECTIONS Operating Supplies Elections 1009431 2,208 MPX GROUP,THE Printing Police 236408 2,208 COMMERCIAL REFRIGERATION SYSTEMS INC Contract Svcs-Ice Rink Ice Arena Maintenance 1009439 2,182 STONEBROOKE Equipment Parts Fleet Operating 236395 2,140 BROTHERS FIRE PROTECTION Contract Svcs-Fire/Life/Sfty City Hall-CAM 236338 2,129 HOHENSTEINS INC Liquor Product Received Prairie View Liquor Store 1009601 2,092 VAN PAPER COMPANY Cleaning Supplies Fitness/Conference-Cmty Ctr 236013 1,935 BROTHERS FIRE PROTECTION Contract Svcs-Fire/Life/Sfty Fitness/Conference-Cmty Ctr 1009582 1,928 WINE COMPANY,THE Liquor Product Received Den Road Liquor Store 236151 1,925 PERKINS+WILL INC Other Contracted Services Planning 1009602 1,879 VINOCOPIA Liquor Product Received Prairie Village Liquor Store 236390 1,877 ARTISAN BEER COMPANY Liquor Product Received Prairie Village Liquor Store 236394 1,801 BOURGET IMPORTS Liquor Product Received Prairie Village Liquor Store 236449 1,782 LAKE COUNTRY DOOR LLC Contract Svcs-General Bldg Public Works/Parks 235968 1,741 S&T LANDSCAPE SERVICES Improvement Contracts Shady Oak Rd-CR 61 North 1009513 1,741 CENTERPOINT ENERGY Gas Water Wells 1009564 1,718 GENUINE PARTS COMPANY Equipment Parts Storm Drainage 235987 1,706 A P LAWN INC Improvement Contracts Shady Oak Rd-CR 61 South 235959 1,676 MIDWEST COCA COLA BOTTLING COMPANY Merchandise for Resale Den Road Liquor Store Check# Amount Supplier/Explanation Account Description Business Unit Explanation 236223 1,675 BOMA MINNEAPOLIS Dues&Subscriptions Facilities Operating ISF 236273 1,665 MRPA Prepaid Expenses General Fund 236226 1,659 CARGILL SALT Salt Snow&Ice Control 236180 1,645 SPECIAL SERVICES GROUP LLC Capital Under$25,000 Police 236004 1,643 BERNICK'S WINE Liquor Product Received Prairie Village Liquor Store 236479 1,640 RED WING SHOE STORE Clothing&Uniforms Park Maintenance 236107 1,639 INTERTECH INC Other Contracted Services IT Operating 235990 1,634 ACCELERATED TECHNOLOGIES LLC Equipment Repair&Maint Ice Rink#3 236270 1,624 MEDICINE LAKE TOURS Special Event Fees Trips 236001 1,624 BAUER BUILT TIRE AND BATTERY Tires Fleet Operating 1009400 1,616 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 236424 1,603 GRAPE BEGINNINGS Liquor Product Received Prairie Village Liquor Store 1009511 1,580 BELLBOY CORPORATION Liquor Product Received Prairie View Liquor Store 236428 1,556 HENNEPIN COUNTY ACCOUNTS RECEIVABLE Board of Prisoner Police 5240 1,548 MINNESOTA DEPT OF REVENUE Motor Fuels Fleet Operating 235940 1,547 ARTISAN BEER COMPANY Liquor Product Received Prairie View Liquor Store 1009398 1,500 ALLDATA Small Tools Fleet Operating 236311 1,491 AVR INC Repair&Maint.Supplies Storm Drainage 236481 1,463 ROBERT C VOGEL Other Contracted Services Heritage Preservation 236493 1,450 WELLS FARGO BANK MINNESOTA NA Paying Agent GO Penn Impr Ref Bonds 2011D 1009554 1,446 ASPEN EQUIPMENT CO. Equipment Parts Fleet Operating 1009650 1,438 WM MUELLER AND SONS INC Asphalt Overlay Water System Maintenance 236292 1,424 TRUE FABRICATIONS Liquor Product Received Prairie View Liquor Store 1009610 1,421 BELLBOY CORPORATION Liquor Product Received Prairie Village Liquor Store 236389 1,418 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Fire 1009631 1,411 METRO SALES INCORPORATED* Other Rentals Customer Service 236208 1,401 XTREME INTEGRATION Equipment Repair&Maint Public Safety Communications 235950 1,389 HD SUPPLY WATERWORKS LTD Small Tools Park Maintenance 1009411 1,379 WINE COMPANY,THE Liquor Product Received Prairie View Liquor Store 1009579 1,363 SHI CORP Other Hardware IT Operating 236015 1,332 CENTURYLINK Telephone IT Telephone 236181 1,320 SPIRIT APPAREL AND STUFF Printing Aquatics Admin. 1009452 1,317 DREW'S CONCESSIONS LLC Merchandise for Resale Concessions 236289 1,267 SPARTAN STAFFING LLC Other Contracted Services Park Maintenance 1009507 1,258 WICKSTROM,SHERRY BUTCHER Travel Expense City Council 236326 1,230 COSTCO Operating Supplies Street Maintenance 1009505 1,220 USA MOBILITY WIRELESS INC Pager&Cell Phone IT Operating 1009526 1,203 REINDERS INC Supplies-Snow Removal Park Maintenance 1009448 1,197 BELLBOY CORPORATION Liquor Product Received Prairie Village Liquor Store 1009449 1,195 BIFFS INC Waste Disposal Park Maintenance 1009535 1,191 ADAMS PEST CONTROL INC Contract Svcs-Pest Control Riley House 1009647 1,175 VTI Contract Svcs-Security City Center Operations 236466 1,171 NORTH STAR PUMP SERVICE Equipment Repair&Maint Sewer Liftstation 236332 1,109 FIRE SAFETY USA INC Protective Clothing Fire 236101 1,098 HOME DEPOT CREDIT SERVICES Supplies-General Bldg Den Road Liquor Store 236084 1,034 GRAPE BEGINNINGS Liquor Product Received Prairie Village Liquor Store 236421 1,018 GOLDEN VALLEY SUPPLY CO Supplies-General Bldg Den Road Building 236370 1,000 SOUTHDALE YMCA-CHILD CARE Refunds CDBG-Public Service 236321 995 COBORNS Merchandise for Resale Concessions 235944 993 CLEAR RIVER BEVERAGE CO Liquor Product Received Prairie Village Liquor Store 236445 992 KEEPERS Clothing&Uniforms Fire Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1009648 946 WATSON CO INC,THE Merchandise for Resale Concessions 236366 939 PLASTIC BAG MART Liquor Product Received Den Road Liquor Store 235955 933 INTERNATIONAL UNION OF OPERATING Union Dues Withheld General Fund 235956 933 INTERNATIONAL UNION OF OPERATING Union Dues Withheld General Fund 1009609 930 BARR ENGINEERING COMPANY Other Contracted Services Storm Drainage 236426 920 HD SUPPLY WATERWORKS LTD Equipment Parts Water System Maintenance 236253 919 INTERNATIONAL UNION OF OPERATING Union Dues Withheld General Fund 236440 919 INTERNATIONAL UNION OF OPERATING Union Dues Withheld General Fund 1009510 883 ASPEN WASTE SYSTEMS INC. Waste Disposal Utility Operations-General 1009457 879 GRANICUS INC Equipment Repair&Maint Cable PEG 235972 854 TRUE FABRICATIONS Liquor Product Received Prairie Village Liquor Store 235949 851 GRAPE BEGINNINGS Liquor Product Received Den Road Liquor Store 235991 851 ALBIN FUNERAL CHAPEL AR Utility Water Enterprise Fund 1009557 835 BOUND TREE MEDICAL LLC EMS Supplies Fire 236447 827 KODIAK CUSTOM LETTERING INC Clothing&Uniforms Community Center Admin 236007 815 BLOOMINGTON,CITY OF Kennel Services Animal Control 236372 814 STAPLES ADVANTAGE Office Supplies Police 236335 797 GRAPE BEGINNINGS Liquor Product Received Prairie View Liquor Store 236224 789 BOURGET IMPORTS Liquor Product Received Den Road Liquor Store 236197 789 VOICE&DATA NETWORKS INC Operating Supplies IT Telephone 1009524 788 POMP'S TIRE SERVICE INC Tires Fleet Operating 236252 783 INDEED BREWING COMPANY LLC Liquor Product Received Prairie View Liquor Store 236010 766 BOOM ISLAND BREWING COMPANY Liquor Product Received Prairie Village Liquor Store 1009488 765 WATSON CO INC,THE Merchandise for Resale Concessions 236314 763 BERNICK'S WINE Liquor Product Received Den Road Liquor Store 1009421 763 FULLERTON,ALLISON Tuition Reimbursement/School Organizational Services 1009486 756 USA SECURITY Maintenance Contracts Water Treatment Plant 1009629 755 MCNEILUS STEEL INC Equipment Parts Fleet Operating 236190 755 SUBURBAN TIRE WHOLESALE INC Tires Fleet Operating 1009528 750 SAMUEL FRENCH INC Other Contracted Services Winter Theatre 236358 749 MINNESOTA WANNER COMPANY Operating Supplies Street Maintenance 1009512 747 BOYER TRUCKS Equipment Repair&Maint Fleet Operating 236458 729 MIDWEST COCA COLA BOTTLING COMPANY Liquor Product Received Prairie View Liquor Store 236397 728 CALIFORNIA CONTRACTORS SUPPLIES INC Clothing&Uniforms Water Distribution 235983 716 PETTY CASH Mileage&Parking Fleet Operating 1009399 690 BARR ENGINEERING COMPANY Design&Engineering Storm Drainage 236272 685 MIDWEST COCA COLA BOTTLING COMPANY Liquor Product Received Prairie View Liquor Store 1009428 679 JOHN HENRY FOSTER MINNESOTA INC Maintenance Contracts Water Treatment Plant 236218 679 AMERIPRIDE LINEN&APPAREL SERVICES Office Supplies Fire 236468 663 OLSEN CHAIN&CABLE Equipment Testing/Cert. Fire 236056 655 COLLINS,TIFFANY Other Contracted Services Rehab 1009544 648 IRMITER,JESSE Clothing&Uniforms Police 236470 646 OXYGEN SERVICE COMPANY EMS Supplies Fire 236067 644 DOMACE VINO Liquor Product Received Den Road Liquor Store 236317 634 BRICKS 4 KIDZ Instructor Service After School Programs 236417 619 EMERGENCY RESPONSE SOLUTIONS Repair&Maint.Supplies Emergency Preparedness 1009406 617 OENO'S DISTRIBUTION Liquor Product Received Prairie View Liquor Store 236446 612 KENDELL DOORS&HARDWARE INC Small Tools Facilities Staff 236271 588 MICHAELS CORP Repair&Maint.Supplies Escrow 236238 571 FLAHERTYS HAPPY TYME COMPANY Liquor Product Received Prairie View Liquor Store 1009455 567 GOVDELIVERY Software Maintenance IT Operating Check# Amount Supplier/Explanation Account Description Business Unit Explanation 236343 563 KEEPERS Clothing&Uniforms Fire 1009633 556 NEW FRANCE WINE COMPANY Liquor Product Received Prairie Village Liquor Store 236154 553 PINNACLE DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 1009634 552 PARLEY LAKE WINERY Liquor Product Received Prairie Village Liquor Store 236423 551 GOPHER STATE ONE-CALL OCS-Leak Detection Utility Operations-General 1009450 550 BOYER TRUCKS Equipment Parts Fleet Operating 236095 550 HENNEPIN COUNTY ACCOUNTS RECEIVABLE Other Contracted Services Rehab 1009441 543 THE OASIS GROUP Employee Assistance Health and Benefits 1009569 540 IDEXX DISTRIBUTION CORP Laboratory Chemicals Water Treatment Plant 236193 537 UNIFORMS UNLIMITED Training Supplies Animal Control 1009413 531 BERRY COFFEE COMPANY Merchandise for Resale Concessions 236266 530 MAECK,TOM Other Contracted Services Community Band 1009401 525 CERIDIAN Ceridian IT Operating 1009593 525 JOHNSON,TROY Tuition Reimbursement/School Organizational Services 236183 520 STAPLES ADVANTAGE Office Supplies Customer Service 236229 519 CENTURYLINK Wireless Subscription IT Telephone 236129 519 MIDWEST COCA COLA BOTTLING COMPANY Liquor Product Received Den Road Liquor Store 1009460 512 IDENTISYS Operating Supplies Public Safety Communications 1009523 506 NEW FRANCE WINE COMPANY Liquor Product Received Prairie View Liquor Store 1009538 504 CLAREY'S SAFETY EQUIPMENT Equipment Repair&Maint Emergency Preparedness 1009447 503 BARR ENGINEERING COMPANY Other Contracted Services Storm Drainage 1009454 501 GINA MARIAS INC Operating Supplies Fire 235961 500 NAIOP Prepaid Expenses General Fund 236097 500 HENRY,JANE Other Contracted Services Rehab 236347 500 KRUSE,TERESA Deposits-P&R Refunds Community Center Admin 236434 500 HENNEPIN COUNTY VT DEPT Software Maintenance IT Operating 1009565 498 GRAINGER Small Tools City Hall-CAM 236288 498 SOUTHVIEW DESIGN Outside Water Sales Escrow 235984 497 PETTY CASH-POLICE DEPT Operating Supplies Police 236462 495 MINNESOTA SAFETY COUNCIL Dues&Subscriptions Workers Comp Insurance 1009402 479 CONCRETE CUTTING&CORING INC Landscape Materials/Supp Street Maintenance 236009 475 BLUHM,RANDY D Tuition Reimbursement/School Police 1009404 471 EDEN PRAIRIE FIREFIGHTER'S RELIEF ASSOC Union Dues Withheld General Fund 236088 465 H&L MESABI Equipment Parts Fleet Operating 236191 465 SW HUNTER SAFETY PROGRAM Instructor Service Outdoor Center 1009636 452 POMP'S TIRE SERVICE INC Tires Fleet Operating 1009521 448 MENARDS Operating Supplies Street Maintenance 236369 445 SMALL LOT MN Liquor Product Received Den Road Liquor Store 1009508 445 A TO Z RENTAL CENTER Equipment Repair&Maint Fleet Operating 1009623 444 GRAINGER Lab Supplies Water Metering 1009551 442 VAN PAPER COMPANY Cleaning Supplies Senior Center 1009606 439 AMERITRAK Other Contracted Services Snow&Ice Control 235947 439 DEPARTMENT OF HUMAN SERVICES Other Contracted Services Park Maintenance 1009446 438 ASPEN WASTE SYSTEMS INC. Waste Disposal Utility Operations-General 1009465 436 MTI DISTRIBUTING INC Equipment Repair&Maint Park Maintenance 236064 435 DEZURIK Equipment Parts Water Treatment Plant 1009529 432 STAR TRIBUNE MEDIA COMPANY LLC Dues&Subscriptions General Fund 236388 420 AMAZING ATHLETES OF SOUTHWEST METRO Instructor Service Preschool Events 235993 414 AMERIPRIDE LINEN&APPAREL SERVICES Janitor Service Den Road Liquor Store 1009420 410 FASTENAL COMPANY Operating Supplies Water Treatment Plant 1009596 407 METROPOLITAN FORD Equipment Repair&Maint Fleet Operating Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1009479 405 SPS COMPANIES Equipment Parts Water Capital 1009630 404 MENARDS Operating Supplies Fire 236139 404 NEW BRIGHTON FORD Equipment Parts Fleet Operating 235941 403 BERNICK'S WINE Liquor Product Received Den Road Liquor Store 235948 402 DOMACE VINO Liquor Product Received Prairie View Liquor Store 1009612 400 BOUND TREE MEDICAL LLC EMS Supplies Fire 236387 395 AIM ELECTRONICS Hardware Maintenance IT Operating 236487 395 TALKPOINT TECHNOLOGIES INC Other Assets Public Safety Communications 236225 395 CALIFORNIA CONTRACTORS SUPPLIES INC Repair&Maint.Supplies Utility Operations-General 236353 390 MH3 DESIGN GROUP Application Fees General Fund 236002 389 BECKER ARENA PRODUCTS INC Repair&Maint-Ice Rink Ice Arena Maintenance 235978 389 CAPREF EDEN PRAIRIE LLC Refunds Housing and Community Service 236398 389 CAPREF EDEN PRAIRIE LLC Prepaid Expenses General Fund 236376 387 TESSMAN SEED CO Chemicals Park Maintenance 1009469 384 PARLEY LAKE WINERY Liquor Product Received Prairie Village Liquor Store 1009481 382 STREICHERS Clothing&Uniforms Police 236348 380 LAKE COUNTRY DOOR LLC Contract Svcs-General Bldg Fire Station#2 236476 380 PRINT SOURCE MINNESOTA Printing Community Center Admin 236441 375 INTERTECH INC Other Contracted Services IT Operating 236461 375 MINNESOTA FIRE SERVICE CERTIFICATION BOA Employment Support Test Fire 236455 368 MATTS AUTO SERVICE INC Equipment Repair&Maint Fleet Operating 236431 358 HENNEPIN COUNTY ELECTIONS Other Contracted Services Elections 236216 355 AARP DRIVERS SAFETY Other Contracted Services Senior Center Programs 236489 355 TITAN MACHINERY Equipment Parts Fleet Operating 236187 350 STOCKBERGER,JULI Deposits-P&R Refunds Community Center Admin 1009577 350 POMP'S TIRE SERVICE INC Tires Fleet Operating 236494 346 WERNER ELECTRIC SUPPLY CO. Equipment Parts Water Treatment Plant 1009422 345 GREATAMERICA FINANCIAL SVCS Postage Customer Service 236156 335 PRINT SOURCE MINNESOTA Advertising Prairie Village Liquor Store 235994 330 ANDERBERG INNOVATIVE PRINT SOLUTIONS INC Printing Police 236112 330 KEEPERS Clothing&Uniforms Police 1009424 330 HIRSHFIELD'S Repair&Maint.Supplies Water Treatment Plant 1009534 328 ZARNOTH BRUSH WORKS INC. Equipment Repair&Maint Park Maintenance 1009598 328 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 236157 322 QUALITY REFRIGERATION Repair&Maint.Supplies Concessions 236195 320 VERIZON WIRELESS Telephone Park Maintenance 1009462 318 KUSTOM SIGNALS INC Equipment Repair&Maint Police 1009571 316 LEROY JOB TRUCKING INC Clothing&Uniforms Animal Control 1009587 308 CUSTOM HOSE TECH Equipment Parts Fleet Operating 235960 306 MINNESOTA PIPE AND EQUIPMENT* Equipment Parts Water System Maintenance 236235 305 DUNLEAVY,BARRY AR Utility Water Enterprise Fund 236331 302 EMERGENCY RESPONSE SOLUTIONS Building Repair&Maint. Fire 236054 302 CINTAS CORPORATION #470 Cleaning Supplies Utility Operations-General 1009434 299 QUALITY PROPANE Motor Fuels Ice Arena Maintenance 236115 295 LAND EQUIPMENT INC Equipment Repair&Maint Park Maintenance 1009405 293 NEW FRANCE WINE COMPANY Liquor Product Received Prairie View Liquor Store 1009541 291 EXTREME BEVERAGE Liquor Product Received Den Road Liquor Store 235954 288 INDEED BREWING COMPANY LLC Liquor Product Received Prairie View Liquor Store 236059 285 CUB FOODS EDEN PRAIRIE Operating Supplies Fire 236170 285 SCOTT COUNTY SHERIFF'S OFFICE Deposits Escrow 236169 285 SCHERER BROTHERS LUMBER CO Equipment Parts Snow&Ice Control Check# Amount Supplier/Explanation Account Description Business Unit Explanation 236360 284 NORTH STAR PUMP SERVICE Equipment Repair&Maint Sewer Liftstation 1009556 281 BELLBOY CORPORATION Liquor Product Received Den Road Liquor Store 236055 280 CLEAR RIVER BEVERAGE CO Liquor Product Received Prairie View Liquor Store 236124 278 MALLO,JOHN E Supplies-General Bldg Outdoor Center Facilities 1009614 276 CANNON RIVER WINERY Liquor Product Received Prairie View Liquor Store 1009637 273 PRAIRIE ELECTRIC COMPANY Contract Svcs-Security City Center Operations 236320 273 CINTAS CORPORATION #470 Cleaning Supplies Utility Operations-General 236450 271 LEPSON,STEPHEN Equipment Repair&Maint Concessions 1009547 269 PAUL'S TWO-WAY RADIO Equipment Parts Public Safety Communications 236281 265 POWERPLAN OIB Equipment Repair&Maint Storm Drainage 1009558 264 BOYER TRUCKS Equipment Parts Fleet Operating 236016 264 CENTURYLINK Other Contracted Services IT Telephone 1009611 263 BOBBY&STEVE'S AUTO WORLD EDEN PRAIRIE Equipment Repair&Maint Police 236411 262 DELEGARD TOOL CO Equipment Parts Fleet Operating 1009432 262 NORTHERN SAFETY TECHNOLOGY INC Equipment Parts Fleet Operating 1009493 262 CASE,RON Travel Expense City Council 236459 261 MINNESOTA CONWAY EMS Supplies Fire 236261 260 LAKE MONSTER BREWING Liquor Product Received Prairie Village Liquor Store 5232 259 CERIDIAN Garnishment Withheld General Fund 5245 259 CERIDIAN Garnishment Withheld General Fund 236413 257 EATS Other Contracted Services Internal Events 236452 256 LIONS TAP Operating Supplies Fire 1009576 255 PITNEY BOWES Postage Customer Service 236439 253 IND SCHOOL DIST 272 Gym Rental Basketball 1009589 253 DORSEY&WHITNEY LLP Gym Rental Basketball 236179 252 SOUTHWEST SUBURBAN PUBLISHING-CLASSIFIED Legal Notices Publishing City Clerk 236011 251 BOURGET IMPORTS Liquor Product Received Den Road Liquor Store 236113 250 KNOWLEDGE MARKETING,LLC Printing Community Brochure 1009502 248 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Prairie View Liquor Store 1009635 242 PITNEY BOWES Postage Customer Service 1009414 234 BERTELSON TOTAL OFFICE SOLUTIONS Office Supplies Utility Operations-General 1009498 230 GETSCHOW,RICK Travel Expense Administration 1009463 226 METRO ELEVATOR INC Contract Svcs-Elevator Fitness/Conference-Cmty Ctr 1009574 225 METRO SALES INCORPORATED* Other Rentals IT Operating 236219 225 ARM OF MINNESOTA Conference/Training Engineering 236306 225 AARP DRIVERS SAFETY Other Contracted Services Senior Center Programs 236361 225 NSWFA Conference/Training Fire 236414 224 EDEN PRAIRIE ROTARY CLUB Miscellaneous Fire 236323 223 COMCAST Wireless Subscription IT Operating 236168 221 SAFELITE FULFILLMENT INC Equipment Repair&Maint Fleet Operating 236420 221 FLYING CLOUD T/S#U70 Waste Disposal Park Maintenance 1009640 220 RIGID HITCH INCORPORATED Equipment Parts Fleet Operating 1009553 219 WILSON,JOHN D. Clothing&Uniforms Police 236080 217 GE CAPITAL Other Rentals IT Operating 236334 217 GE CAPITAL Other Rentals IT Operating 1009430 216 MINNESOTA CLAY CO.USA Operating Supplies Arts Center 236120 216 LIBERTY TIRE RECYCLING-MN Waste Disposal Fleet Operating 1009550 215 TYRA-LUKENS,NANCY Travel Expense City Council 236405 214 COMCAST Cable TV Fire 236260 210 LAKE COUNTRY DOOR LLC Contract Svcs-General Bldg Fire Station#2 1009621 208 FASTSIGNS Operating Supplies Fitness Center Check# Amount Supplier/Explanation Account Description Business Unit Explanation 1009417 206 CUSTOM HOSE TECH Equipment Repair&Maint Park Maintenance 1009503 206 SINELL,STEVE Mileage&Parking Assessing 236148 204 PARK JEEP INC Equipment Parts Fleet Operating 236354 203 MICRO CENTER A/R Miscellaneous IT Operating 236116 201 LAUERMAN,SCOTT AR Utility Water Enterprise Fund 236460 200 MINNESOTA DEPT OF LABOR AND INDUSTRY Licenses,Permits,Taxes City Hall-CAM 1009419 200 EXTREME BEVERAGE Liquor Product Received Prairie Village Liquor Store 1009453 198 FERRELLGAS Equipment Parts Fleet Operating 1009477 197 SCHWAB VOLLHABER LUBRATT SERVICE CORO Supplies-HVAC City Hall-CAM 236251 195 IIMC Prepaid Expenses General Fund 236329 189 E A SWEEN COMPANY Merchandise for Resale Concessions 236393 188 BLOOMINGTON SECURITY SOLUTIONS Equipment Repair&Maint Public Safety Communications 1009408 187 SPS COMPANIES Improvements to Land Capital Outlay Parks 236498 185 SCOTT COUNTY SHERIFF'S OFFICE Deposits Escrow 1009573 184 MENARDS Repair&Maint.Supplies Park Maintenance 236437 183 IDEA CREEK LLC,THE Operating Supplies Fire 236429 182 HENNEPIN COUNTY ELECTIONS Operating Supplies Elections 236083 182 GONZALEZ,CESAR AR Utility Water Enterprise Fund 236203 180 WILLISTON FITNESS CENTER Other Contracted Services Pool Operations 235966 177 PROP United Way Withheld General Fund 235967 177 PROP United Way Withheld General Fund 236282 177 PROP United Way Withheld General Fund 236477 177 PROP United Way Withheld General Fund 236065 175 DIRECTV Cable TV Police 236098 175 HIGHWAY 5 BP Equipment Repair&Maint Fire 236249 175 HOLM,ANGIE AR Utility Water Enterprise Fund 1009496 173 ELLIS,ROBERT Mileage&Parking Engineering 235988 170 AARP DRIVERS SAFETY Other Contracted Services Senior Center Programs 236379 169 UNIVERSITY OF MINNESOTA,VMC Canine Supplies Police 235942 166 BLOOMINGTON SECURITY SOLUTIONS Building Repair&Maint. Edenvale Park 236368 165 ROTHRUM,SCOTT Deposits-P&R Refunds Community Center Admin 1009645 165 US HEALTH WORKS MEDICAL GRP MN,PC Employment Support Test Organizational Services 236222 165 BERNSTEIN,DEB AR Utility Water Enterprise Fund 1009620 164 EDEN PRAIRIE FIREFIGHTER'S RELIEF ASSOC Union Dues Withheld General Fund 1009568 160 IDENTISYS Equipment Repair&Maint Public Safety Communications 1009549 159 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Den Road Liquor Store 1009516 159 EDEN PRAIRIE FIREFIGHTER'S RELIEF ASSOC Union Dues Withheld General Fund 1009562 157 FEDEX Postage Human Resources 1009613 156 BOYER TRUCKS Equipment Parts Fleet Operating 1009474 156 PRIORITY COURIER EXPERTS Equipment Parts Fleet Operating 236402 154 COMCAST Cable TV Fire 236403 152 COMCAST Cable TV Fire 236404 152 COMCAST Cable TV Fire 1009585 150 BOUNDLESS NETWORK Operating Supplies Gymnasium(CC) 236457 150 MIAMA Dues&Subscriptions Facilities Operating ISF 1009410 150 USA SECURITY Maintenance Contracts Water Treatment Plant 1009646 150 USA SECURITY Maintenance Contracts Water Treatment Plant 1009622 148 GINA MARIAS INC Operating Supplies Fire 5231 148 OPTUM HEALTH Other Contracted Services Health and Benefits 1009425 145 IACOVELLI,NICHOLAS Clothing&Uniforms Reserves 236488 145 TALLEN&BAERTSCHI Legal Legal Criminal Prosecution Check# Amount Supplier/Explanation Account Description Business Unit Explanation 236189 144 SUBURBAN CHEVROLET Equipment Parts Fleet Operating 236105 144 INDEED BREWING COMPANY LLC Liquor Product Received Den Road Liquor Store 1009499 142 LINDAHL,DAVID Mileage&Parking Economic Development 236087 140 GYM WORKS Equipment Repair&Maint Fitness Center 1009435 140 RICHARDSON,JIM Licenses&Taxes Engineering 235943 138 BOURGET IMPORTS Liquor Product Received Prairie Village Liquor Store 236399 136 CINTAS CORPORATION #470 Cleaning Supplies Utility Operations-General 236391 135 BARTON SAND&GRAVEL CO Waste Blacktop/Concrete Street Maintenance 236367 132 PRAHA DISTRIBUTING Liquor Product Received Den Road Liquor Store 236005 132 BHARUCHA,URVAKSH AR Utility Water Enterprise Fund 1009497 131 EXTREME BEVERAGE Liquor Product Received Prairie View Liquor Store 236297 130 UNIVERSITY OF MINNESOTA Prepaid Expenses Storm Drainage 235945 129 COMMUNITY HEALTH CHARITIES OF MINNESOTA United Way Withheld General Fund 235946 129 COMMUNITY HEALTH CHARITIES OF MINNESOTA United Way Withheld General Fund 236231 129 COMMUNITY HEALTH CHARITIES OF MINNESOTA United Way Withheld General Fund 236409 129 COMMUNITY HEALTH CHARITIES OF MINNESOTA United Way Withheld General Fund 236373 129 STEINBERG,ANDREA Deposits-P&R Refunds Community Center Admin 236200 126 WAYTEK INC Equipment Parts Fleet Operating 1009443 125 VANECEK,MADELEINE Tuition Reimbursement/School Fitness Classes 1009545 125 MANBECK,KEVIN Tuition Reimbursement/School Fitness Classes 236165 124 ROMAN,LANG AR Utility Water Enterprise Fund 236125 123 MATUSHAK,JAY AR Utility Water Enterprise Fund 236396 122 BUSINESS IMPACT GROUP Clothing&Uniforms Fire 236073 120 FBI-NAA,NORTHWEST CHAPTER Tuition Reimbursement/School Police 236146 120 OFFICE OF THE SECRETARY OF STATE Operating Supplies City Clerk 1009638 120 PREMIUM WATERS INC Operating Supplies Fire 236378 120 UNIVERSAL ATHLETIC SERVICES INC Awards Volleyball 236174 118 SIGNSOURCE Supplies-Fire/Life/Safety Public Works/Parks 236175 118 SIGNSOURCE Supplies-Fire/Life/Safety Water Treatment Plant 236308 117 ASPEN MILLS Clothing&Uniforms Fire 236499 115 WASHINGTON COUNTY COURT ADMIN Deposits Escrow 236211 115 ZETAH,JEANNE Refunds Environmental Education 1009597 114 PRINTERS SERVICE INC Contract Svcs-Ice Rink Ice Arena Maintenance 236147 113 OLSEN COMPANIES Operating Supplies Park Maintenance 1009438 113 SHRED-IT USA MINNEAPOLIS Waste Disposal City Center Operations 1009575 111 OSI BATTERIES INC Office Supplies Customer Service 236215 110 AARP DRIVERS SAFETY Other Contracted Services Senior Center Programs 236362 110 OXYGEN SERVICE COMPANY EMS Supplies Fire 1009500 109 MICHAELSON,ELIZABETH H Operating Supplies Theatre Initiative 1009478 109 SPRINT Computers IT Operating 1009536 108 BERTELSON TOTAL OFFICE SOLUTIONS Office Supplies Utility Operations-General 236126 107 MAUAN,JANE AR Utility Water Enterprise Fund 236003 104 BERNET,PAT AR Utility Water Enterprise Fund 1009485 103 US HEALTH WORKS MEDICAL GRP MN,PC Employment Support Test Organizational Services 236328 103 DIRECTV Cable TV Community Center Admin 236118 102 LEDDY,MICHAEL AR Utility Water Enterprise Fund 236114 102 LACROIX,MICHAEL Operating Supplies Senior Center Programs 236164 102 RODNITE,ANDREW AR Utility Water Enterprise Fund 236077 100 FLEISCHHACKER,JEFF Refunds Environmental Education 236117 100 LEANGER,STEPHEN Refunds Environmental Education 236141 100 NORDIN,LYNN Refunds Environmental Education Check# Amount Supplier/Explanation Account Description Business Unit Explanation 236312 100 AYER,MICKEY G Refunds Environmental Education 236313 100 BEEMER,TYLER Refunds Environmental Education 236316 100 BREUER,JEFF Refunds Environmental Education 236346 100 KOHLS,SHEILA Refunds Environmental Education 236365 100 PLASS,EDWARD Refunds Environmental Education 236385 100 ZENK,MICHAEL Refunds Environmental Education 236412 100 DUSTRUD,STEPHANIE Refunds Environmental Education 236473 100 PIERCE,LOUISE Refunds Environmental Education 1009542 99 FASTENAL COMPANY Equipment Parts Park Maintenance 236305 98 WYMAN,MADONNA AR Utility Water Enterprise Fund 235951 98 HENNEPIN COUNTY RESIDENT&REAL ESTATE Other Contracted Services Engineering 1009416 98 CLAREY'S SAFETY EQUIPMENT Equipment Repair&Maint Emergency Preparedness 236012 97 BRIN NORTHWESTERN GLASS COMPANY Repair&Maint.Supplies Round Lake 5230 95 VANCO SERVICES Miscellaneous Community Center Admin 236337 94 HD SUPPLY WATERWORKS LTD Operating Supplies Park Maintenance 236469 94 OLSEN COMPANIES Operating Supplies Street Maintenance 1009466 93 NORTH CENTRAL LABORATORIES Lab Supplies Water Treatment Plant 236435 93 HENNEPIN COUNTY TREASURER Licenses,Permits,Taxes,Fees Purgatory Creek Park 236464 92 MINNESOTA WANNER COMPANY Operating Supplies Street Maintenance 236315 92 BHATIA,YANIRA Deposits-P&R Refunds Community Center Admin 236149 91 PATTERSON,SHAWN AR Utility Water Enterprise Fund 1009436 90 SCHULZE,CARTER Mileage&Parking Engineering 236155 90 PRAHA DISTRIBUTING Liquor Product Received Prairie Village Liquor Store 236188 90 STOCKMAN,MICHAEL AR Utility Water Enterprise Fund 1009475 89 QUICKSILVER EXPRESS COURIER Other Contracted Services Elections 236063 87 DEWOLF,BRIAN AR Utility Water Enterprise Fund 236357 87 MINNESOTA PRINT MANAGEMENT LLC Office Supplies Customer Service 236096 86 HENNEPIN COUNTY RESIDENT&REAL ESTATE Other Contracted Services Engineering 236060 85 DAVANNI'S PIZZA Merchandise for Resale Concessions 236122 85 LUBE-TECH ESI Equipment Parts Fleet Operating 1009520 84 JEFFERSON FIRE&SAFETY INC Training Supplies Fire 236310 84 AT&T MOBILITY Pager&Cell Phone Water System Maintenance 1009570 83 KIDS TEAM TENNIS LLC Instructor Service Tennis 1009504 82 TYRA-LUKENS,NANCY Travel Expense City Council 236221 82 AT&T MOBILITY Pager&Cell Phone Water System Maintenance 236213 81 JANNING,ANNA Deposits Escrow 236076 81 FLEETHAM GROUP,THE AR Utility Water Enterprise Fund 236243 81 HASSINGER,PAUL AR Utility Water Enterprise Fund 236250 80 HUWAITAT,ATALLAH Deposits Community Center Admin 236257 80 KUHLMAN,THOMAS Deposits Community Center Admin 236160 80 RAHMAN,SHEIKH AR Utility Water Enterprise Fund 236344 79 KNISS,ANGIE Deposits-P&R Refunds Community Center Admin 1009396 78 FASTENAL COMPANY Operating Supplies Traffic Signals 236137 78 MOREL,JUAN AR Utility Water Enterprise Fund 236166 77 ROMENESKO,STUART AR Utility Water Enterprise Fund 1009580 76 STREICHERS Clothing&Uniforms Police 235973 76 UNITED WAY United Way Withheld General Fund 235974 76 UNITED WAY United Way Withheld General Fund 236296 76 UNITED WAY United Way Withheld General Fund 236491 76 UNITED WAY United Way Withheld General Fund 1009468 74 NUCO2 INC Supplies-Pool Pool Maintenance Check# Amount Supplier/Explanation Account Description Business Unit Explanation 236210 73 ZAKARIASEN,JAMES AR Utility Water Enterprise Fund 235965 72 PRAHA DISTRIBUTING Liquor Product Received Den Road Liquor Store 236483 70 SONETICS CORPORATION Equipment Repair&Maint Public Safety Communications 235938 70 AARP DRIVERS SAFETY Other Contracted Services Senior Center Programs 1009501 70 NAUMANN,ANDREW Tuition Reimbursement/School Police 1009548 70 REICHMAN,PAUL Tuition Reimbursement/School Police 1009592 70 HUNT,JASON Tuition Reimbursement/School Police 236079 69 FRIESEN,ERIC AR Utility Water Enterprise Fund 236246 69 HENNEPIN COUNTY TREASURER Operating Supplies-Escrow Planning 236355 67 MINNEAPOLIS FINANCE DEPARTMENT Software Maintenance IT Operating 1009599 65 SHRED-IT USA MINNEAPOLIS Other Contracted Services Community Center Admin 1009546 64 MCCALLEY,JAMIE Tuition Reimbursement/School Fitness Classes 236066 63 DISCHINGER,JEFFREY AR Utility Water Enterprise Fund 236330 61 EDEN PRAIRIE WINLECTRIC Repair&Maint.Supplies Park Maintenance 236217 60 ALCOHOL&GAMBLING ENFORCEMENT Licenses&Taxes Prairie Village Liquor Store 1009426 60 JETER,KARA Tuition Reimbursement/School Fitness Classes 1009495 60 DEANE,KIMBERLEY Tuition Reimbursement/School Fitness Classes 1009440 59 STOVRING,LESLIE Mileage&Parking Storm Drainage 236062 59 DAVIDSON,JEFF AR Utility Water Enterprise Fund 236091 58 HAWK LABELING SYSTEMS Operating Supplies City Center Operations 236074 58 FISCHER,ROGER AR Utility Water Enterprise Fund 1009445 58 A TO Z RENTAL CENTER Landscape Materials/Supp Street Maintenance 236153 57 PIERCE,JAMES AR Utility Water Enterprise Fund 236186 57 STENDER,JULIE AR Utility Water Enterprise Fund 236442 56 JERRYS DO IT BEST Operating Supplies Senior Center Programs 1009403 55 DMX MUSIC Other Contracted Services Prairie Village Liquor Store 1009619 55 DMX MUSIC Other Contracted Services Prairie Village Liquor Store 236304 55 WMS COMPANY INC Deferred Revenue General Fund 236161 53 REILLY,MARK AR Utility Water Enterprise Fund 236307 52 ADAM,KAYCIE Operating Supplies New Adaptive 1009600 51 TOLL GAS AND WELDING SUPPLY Repair&Maint.Supplies Utility Operations-General 236244 51 HAYEN,LINDA Other Contracted Services Theatre Initiative 5242 50 GENESIS EMPLOYEE BENEFITS,INC HRA Health and Benefits 236132 50 MINNESOTA DEPARTMENT OF LABOR&INDUSTRY Licenses&Taxes Water Treatment Plant 236236 50 EDEN PRAIRIE CHAMBER OF COMMERCE Miscellaneous Economic Development 236374 50 STEWART,ROBIN Refunds Environmental Education 236384 50 YEH,ELIZABETH Refunds Environmental Education 235996 50 APPEL,STEVE AR Utility Water Enterprise Fund 236199 50 WANG,YINGXIN AR Utility Water Enterprise Fund 236176 50 SNAP-ON TOOLS Small Tools Fleet Operating 236298 48 WHEELER LUMBER LLC Building Materials Richard T.Anderson Cons.Area 235936 48 440400-NCPERS MINNESOTA PERA Health and Benefits 235937 48 440400-NCPERS MINNESOTA PERA Health and Benefits 236214 48 440400-NCPERS MINNESOTA PERA Health and Benefits 236386 48 440400-NCPERS MINNESOTA PERA Health and Benefits 1009476 47 SCHARBER&SONS Equipment Parts Fleet Operating 236119 47 LEE,SUNGKWON AR Utility Water Enterprise Fund 1009518 47 FASTSIGNS Operating Supplies Day Care 1009563 46 GEMPLER'S Safety Supplies Water Treatment Plant 236102 46 HONSTAD,SONJA AR Utility Water Enterprise Fund 236276 46 ONAN,DAVID AR Utility Water Enterprise Fund Check# Amount Supplier/Explanation Account Description Business Unit Explanation 236327 45 DELUXE BUSINESS CHECKS&SOLUTIONS Bank and Service Charges Prairie Village Liquor Store 235971 43 TAMS-WITMARK MUSIC LIBRARY INC Operating Supplies Summer Theatre 236400 42 COMCAST Cable TV Fire 1009525 42 QUICKSILVER EXPRESS COURIER Postage Parks Administration 236201 42 WEGEHAUPT,RICHARD AR Utility Water Enterprise Fund 1009427 42 JOHN DEERE LANDSCAPES/LESCO Repair&Maint.Supplies Park Maintenance 1009584 42 BERTELSON TOTAL OFFICE SOLUTIONS Office Supplies Utility Operations-General 236185 42 STATE OF MINNESOTA Miscellaneous DWI Forfeiture 236123 41 MAKHLOUF,ANTOINE A AR Utility Water Enterprise Fund 236285 41 SCHULLER,BONNIE AR Utility Water Enterprise Fund 236486 40 SUBURBAN CHEVROLET Equipment Parts Fleet Operating 236247 40 HILL,ELEANOR&RAYMOND Deposits Community Center Admin 236256 40 JOHNSTON,PHYLLIS Deposits Community Center Admin 236274 40 NOKOMIS SHOE SHOP Clothing&Uniforms Street Maintenance 1009437 38 SHAMROCK GROUP,INC-ACE ICE Liquor Product Received Prairie View Liquor Store 236294 38 UNIFORMS UNLIMITED Clothing&Uniforms Police 236110 36 KAJUNJU,ELIMU AR Utility Water Enterprise Fund 236339 36 IDEA CREEK LLC,THE Operating Supplies Fire 236184 36 STARKEY,KENNETH AR Utility Water Enterprise Fund 235953 35 IEDITWEB INC Contract Svcs-Garden Romm Garden Room Repairs 236057 34 COMCAST Wireless Subscription IT Operating 236198 33 WALSER CHRYSLER JEEP Equipment Parts Fleet Operating 236127 33 MECKSTROTH,CHARLES AR Utility Water Enterprise Fund 236356 32 MINNESOTA DEPT OF HEALTH Licenses&Taxes Water Treatment Plant 236407 32 COMCAST Wireless Subscription IT Operating 1009590 30 FASTENAL COMPANY Equipment Parts Water System Maintenance 236071 30 EDEN PRAIRIE CHAMBER OF COMMERCE Conference/Training Economic Development 236482 30 RUDOLPH,VICKIE Refunds Environmental Education 1009639 28 PRIORITY COURIER EXPERTS Equipment Parts Fleet Operating 236377 27 TRUE FABRICATIONS Liquor Product Received Prairie View Liquor Store 1009615 26 CAWLEY COMPANY,THE Clothing&Uniforms Den Road Liquor Store 236000 25 BARRETT,IAN AR Utility Water Enterprise Fund 236275 25 OFFICE OF THE SECRETARY OF STATE Operating Supplies City Clerk 236230 25 CHOI,WOOYOUNG AR Utility Water Enterprise Fund 236349 23 LANDWEHR,NATALIE Deposits-P&R Refunds Community Center Admin 236172 23 SHERWIN,ANDREW AR Utility Water Enterprise Fund 236418 23 FIRE SAFETY USA INC Equipment Repair&Maint Fire 235999 22 AT&T MOBILITY Pager&Cell Phone Park Maintenance 1009412 21 BATTERIES PLUS Repair&Maint.Supplies Sewer Liftstation 235970 21 STATE OF MINNESOTA Miscellaneous DWI Forfeiture 236128 20 MEYER,JOY AR Utility Water Enterprise Fund 236233 20 DOLAN,SARA J Deposits Community Center Admin 236241 20 GREER,WENDY Deposits Community Center Admin 236258 20 KAST,JEFFREY Deposits Community Center Admin 236259 20 KVIDERA,GLEN Deposits Community Center Admin 236265 20 LEE,CHRISTOPHER Deposits Community Center Admin 236268 20 MAMA Miscellaneous Administration 236269 20 MCKAY,DEREK Deposits Community Center Admin 236283 20 PURI,RAJSHREE Deposits Community Center Admin 236286 20 SMITH,AMY Licenses&Taxes Police 236293 20 ULRICH,KAYLI Deposits Community Center Admin Check# Amount Supplier/Explanation Account Description Business Unit Explanation 236121 20 LILJA,BJ AR Utility Water Enterprise Fund 236136 19 MOORE,SUSAN AR Utility Water Enterprise Fund 236453 19 LUBE-TECH ESI Operating Supplies Fleet Operating 1009519 19 GRAINGER Supplies-Snow Removal Water Treatment Plant 236131 19 MINDRUM,SCOTT AR Utility Water Enterprise Fund 236232 18 CORBETT,CLARK AR Utility Water Enterprise Fund 236130 18 MILLER,ROD AR Utility Water Enterprise Fund 236162 18 RIONS,NANCY Deposits-P&R Refunds Community Center Admin 236171 18 SCOTT,CAROL Deposits-P&R Refunds Community Center Admin 236410 18 CUB FOODS EDEN PRAIRIE Clothing&Uniforms Reserves 236145 17 NUSZ,LANDON AR Utility Water Enterprise Fund 236264 16 LAWSON,DAVID AR Utility Water Enterprise Fund 236299 16 WILLIS,MOSIAH AR Utility Water Enterprise Fund 236092 16 HAYES,JUSTIN AR Utility Water Enterprise Fund 236081 16 GESTACH,CARLA AR Utility Water Enterprise Fund 236134 15 MINNESOTA TROPHIES&GIFTS Clothing&Uniforms Police 236242 15 HARNED LISA AR Utility Water Enterprise Fund 236322 15 COMCAST Other Contracted Services Police 236278 15 PERSON,TERRI AR Utility Water Enterprise Fund 236072 14 FARRELL,BRIAN AR Utility Water Enterprise Fund 235995 14 ANDERSON,KIERSTEN AR Utility Water Enterprise Fund 236078 13 FORREST,LYNN M AR Utility Water Enterprise Fund 236058 13 CROWN MARKING INC Office Supplies Police 236086 13 GUANELLA,LINDSEY AR Utility Water Enterprise Fund 236070 13 EATS Clothing&Uniforms Reserves 236159 12 RAFF,JACQUELINE AR Utility Water Enterprise Fund 236082 12 GOLDEN INVESTMENTS OF AMERY WI AR Utility Water Enterprise Fund 236099 11 HIRSCHLER,NED AR Utility Water Enterprise Fund 1009484 11 UPS Deposits Fleet Operating 236227 11 CARLSON,DOUG AR Utility Water Enterprise Fund 236111 9 KEDDIE,DOUGLAS AR Utility Water Enterprise Fund 236089 9 HAALAND,VIRGINIA AR Utility Water Enterprise Fund 236463 9 MINNESOTA VALLEY ELECTRIC COOPERATIVE Electric Riley Creek Woods 236103 9 HULES,DONALD Deferred Revenue General Fund 236069 8 EASTON,JAMES AR Utility Water Enterprise Fund 236192 8 TURNER,ANDREW AR Utility Water Enterprise Fund 236279 7 PESSIAN,SOODABEH AR Utility Water Enterprise Fund 236093 7 HAYES,RICHARD AR Utility Water Enterprise Fund 236284 6 RAMSTAD,PHILIP AR Utility Water Enterprise Fund 236267 6 MAISER,RITA AR Utility Water Enterprise Fund 236340 4 JERRYS DO IT BEST Repair&Maint.Supplies Water Metering 236401 4 COMCAST Cable TV Fire 1009604 3 A TO Z RENTAL CENTER Operating Supplies Street Maintenance 236345 3 KOCOUREK,JOAN Clothing&Uniforms Police 236406 2 COMCAST Other Contracted Services Police 11,383,414 Grand Total City of Eden Prairie Purchasing Card Payment Report October Purchases Amount Explanation Vendor Account Description Business Unit 49 US-decorations for pots MENARDS Landscape Materials/Supp Park Maintenance 99 US-hort-mouse bait MILLS FLEET FARM Landscape Materials/Supp Park Maintenance 77 US-supplies FRATTALLONE'S/MINNETONKA ACE Repair&Maint.Supplies Storm Drainage 281 US-survey stickers UPRINTING Operating Supplies Prairie Village Liquor Store 281 US-survey stickers UPRINTING Operating Supplies Den Road Liquor Store 281 US-survey stickers UPRINTING Operating Supplies Prairie View Liquor Store 514 US-welder parts SYSTEMATICS Small Tools Fleet Operating -138 US-Berkbigler CC refund BODEN Deposits Escrow 157 US-open house FEDEX Printing Emergency Preparedness 6 US-coffee supplies TARGET Operating Supplies Senior Center Programs 95 US-charitable giving awards WALMART COMMUNITY Employee Award Organizational Services 40 US-charitable giving awards CUB FOODS EDEN PRAIRIE Employee Award Organizational Services 90 US-old log tickets OLD LOG THEATER Special Event Fees Trips 631 US-old log tickets OLD LOG THEATER Special Event Fees Trips 65 US-charitable giving awards WALMART COMMUNITY Employee Award Organizational Services 48 US-fall lunch supplies PARTY CITY Operating Supplies Senior Center Programs 20 US-greeting cards supplies MICHAELS-THE ARTS&CRAFTS S Operating Supplies Senior Center Programs 681 US-fall lunch ANNIE'S CAFE Special Event Fees Senior Center Programs 65 US-charitable giving awards TARGET Employee Award Organizational Services 21 US-fall lunch supplies CUB FOODS EDEN PRAIRIE Operating Supplies Senior Center Programs 3 US-chili cook off DOLLAR TREE STORES,INC. Operating Supplies Internal Events 182 US-coffee supplies COFFEE WHOLESALE Office Supplies Senior Center Admin 92 US-chili cook off CUB FOODS EDEN PRAIRIE Operating Supplies Internal Events 81 US-red hat event ROYAL SPENDOR Special Event Fees Red Hat 72 US-arbretum trip MINNESOTA LANDSCAPE ARBORETUM Special Event Fees Trips 46 US-shop supplies MENARDS Operating Supplies Park Maintenance 62 US-shop supplies HOME DEPOT CREDIT SERVICES Operating Supplies Park Maintenance 40 US-tools NORTHERN TOOL&EQUIPMENT Small Tools Sewer System Maintenance 59 US-spotlight repairs GOLIGHT Repair&Maint.Supplies Utility Operations-General 24 US-bags for recycle MENARDS Operating Supplies Park Maintenance 85 US-shop supplies MENARDS Operating Supplies Park Maintenance 87 US-shop supplies/paint MENARDS Repair&Maint.Supplies Sewer System Maintenance 75 US-lab supplies MENARDS Lab Supplies Water Treatment Plant 111 US-lab supplies MENARDS Lab Supplies Water Treatment Plant 153 US-relay GALCO Repair&Maint.Supplies Water Treatment Plant 13 US-shop supplies MENARDS Repair&Maint.Supplies Water Treatment Plant 10 US-paint MENARDS Repair&Maint.Supplies Water Treatment Plant 457 US-watering bags AMAZON.COM Operating Supplies Reforestation 263 US-watering bags AMAZON.COM Operating Supplies Reforestation 8 US-parking STANDARD PARKING Operating Supplies Fire 151 US-Cox CC-flowers-Lynch BACHMANS CREDIT DEPT Deposits Escrow 8 US-parking STANDARD PARKING Operating Supplies Fire 246 US-open house YOYO DONUTS&COFFEE BAR Operating Supplies Fire 8 US-parking STANDARD PARKING Operating Supplies Fire 59 US-food permit-open house HENNEPIN COUNTY TREASURER Operating Supplies Fire Amount Explanation Vendor Account Description Business Unit 13 US-open house MENARDS Operating Supplies Fire 265 US-conf-esbensen MINNESOTA STATE FIRE CHIEFS AS Conference/Training Fire 90 US-LT interview panel PANERA BREAD Operating Supplies Fire 119 US-Cox-CC D Hayden BACHMANS CREDIT DEPT Operating Supplies Fire 6 US-voting booths MENARDS Operating Supplies Elections 31 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 13 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 52 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 20 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 51 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 32 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 61 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 215 US-café operating supplies US FOOD CULINARY EQUIPMENT&S Operating Supplies Concessions 15 US-café food TARGET Merchandise for Resale Concessions 91 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 179 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 39 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 88 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 119 US-café food WALMART COMMUNITY Merchandise for Resale Concessions 25 US-boiler license renewal DEPT OF LABOR&INDUSTRY Licenses,Permits,Taxes,Fees Water Treatment Plant 45 US-Jason's boiler license DEPT OF LABOR&INDUSTRY Licenses,Permits,Taxes,Fees Water Treatment Plant 45 US-boiler license renewal DEPT OF LABOR&INDUSTRY Licenses,Permits,Taxes,Fees Water Treatment Plant 41 US-conf rooms TARGET Capital Under$25,000 Conference Rooms 120 US-conf rooms THE DISPLAY OUTLET Capital Under$25,000 Conference Rooms 120 US-rink 3 MUSICIANSFRIEND.COM Operating Supplies Ice Rink#3 95 US-admin ID WHOLESALER Operating Supplies Community Center Admin 39 US-admin supplies FRATTALLONE'S/MINNETONKA ACE Operating Supplies Community Center Admin 12 US-admin supplies WALGREEN'S#5080 Operating Supplies Community Center Admin 129 US-spooky sat ORIENTAL TRADING Operating Supplies Special Events(CC) 12 US-conf rooms MFB HOLDINGS LLC Capital Under$25,000 Conference Rooms 20 US-conf rooms MFB HOLDINGS LLC Capital Under$25,000 Conference Rooms 121 US-open house MICHAELS-THE ARTS&CRAFTS S Operating Supplies Fire 12 US-cheifs conf COWBOY JACKS Conference/Training Fire 12 US-cheifs conf GREEN MILL Conference/Training Fire 12 US-cheifs conf BRIGITTE'S RHINELANDER Conference/Training Fire 394 US-cheifs conf BEST WESTERN KELLY INN,THE Conference/Training Fire 78 US-ink cartridges AMAZON.COM Miscellaneous IT Operating 20 US-ink cartridges AMAZON.COM Miscellaneous IT Operating 115 US-bar code reader AMAZON.COM Computers IT Operating 64 US-ipad car charger AMAZON.COM Miscellaneous IT Operating 19 US-jetdirect card AMAZON.COM Equipment Repair&Maint IT Operating 61 US-USB hub AMAZON.COM Miscellaneous IT Operating 16 US-software subscription MICROSOFT CORPORATE Software IT Operating 158 US-dvd duplicator for PD AMAZON.COM Computers IT Operating 278 US-tv AMAZON.COM Computers IT Operating 130 US-wall mount/toner AMAZON.COM Miscellaneous IT Operating 75 US-laser pointers AMAZON.COM Equipment Repair&Maint IT Operating 113 US-wireless keyboards AMAZON.COM Equipment Repair&Maint IT Operating 29 US-cable booster AMAZON.COM Miscellaneous IT Operating Amount Explanation Vendor Account Description Business Unit 32 US-ink cartridges AMAZON.COM Merchandise for Resale IT Operating 83 US-weblog subscription TIGER TECHNOLOGIES Prepaid Expenses IT Operating 22 US-modern cbles AMAZON.COM Miscellaneous IT Operating 23 US-trackball mouse AMAZON.COM Equipment Repair&Maint IT Operating 37 US-card reader AMAZON.COM Equipment Repair&Maint IT Operating 21 US-social media subscription IDEA HEALTH&FITNESS Dues&Subscriptions Communications 6 US-bulletin board supplies MICHAELS-THE ARTS&CRAFTS S Operating Supplies Ice Rink#1 29 US-tot hockey net TARGET Operating Supplies Ice Rink#1 29 US-spooky sat WALMART COMMUNITY Operating Supplies Ice Rink#1 283 US-spooly skate EMI Operating Supplies Ice Rink#1 126 US-ipad car charger BEST BUY Miscellaneous IT Operating 77 US-toners OFFICE DEPOT CREDIT PLAN Miscellaneous IT Operating 29 US-cables MY CABLE MART Miscellaneous IT Operating 10 US-gas HOLIDAY STATION STORES INC Tuition Reimbursement/School Police 34 US-crime prevention assoc HOLIDAY INN Miscellaneous Police 33 US-winterize irrigation MENARDS Operating Supplies Park Maintenance -8 US-winterize irrigation MENARDS Operating Supplies Park Maintenance -5 US-winterize irrigation MENARDS Operating Supplies Park Maintenance 3 US-starting irrigation MENARDS Repair&Maint.Supplies Park Maintenance 22 US-shop supplies MENARDS Operating Supplies Park Maintenance 46 US-propane tanks A TO Z RENTAL CENTER Training Supplies Fire 71 US-key id supplies-pd/fire KAT KEYS LOCK AND SAFE CO Fire Prevention Supplies Fire 16 US-key id supplies-pd/fire HOME DEPOT CREDIT SERVICES Fire Prevention Supplies Fire 48 US-key id supplies-pd/fire HOME DEPOT CREDIT SERVICES Fire Prevention Supplies Fire 25 US-degree processing HENNEPIN TECHNICAL COLLEGE Tuition Reimbursement/School Fire 487 US-Round Lake Walls MENARDS Building Materials Round Lake 100 US-canoe repair GAS TANK RENU OF MINNESOTA Repair&Maint.Supplies Park Maintenance 6 US-parking STANDARD PARKING Mileage&Parking Parks Administration 324 US-MNAPA conf COMFORT INN Conference/Training Community Development Admin. 9 US-parking,met council mtg ALLIED PARKING Mileage&Parking Community Development Admin. 69 US-equip for class AMAZON.COM Operating Supplies Fitness Classes 72 US-equip LAMPS PLUS Operating Supplies Fitness Classes 1,361 US-fitness equip SCW FITNESS Operating Supplies Fitness Classes 136 US-chainsaw repairs OMEGA INDUSTRIES Equipment Repair&Maint Park Maintenance 85 US-EPCC op GREAT AMERICAN BUSINESS PRODUC Operating Supplies Community Center Admin 53 US-special events MARSHALLS FARM Operating Supplies Special Events(CC) 16 US-special events JO-ANN FABRIC Operating Supplies Special Events(CC) 32 US-special events CUB FOODS EDEN PRAIRIE Operating Supplies Internal Events 8 US-conf rooms MY CABLE MART Capital Under$25,000 Conference Rooms 4 US-ice arena op supplies MUSICIANSFRIEND.COM Operating Supplies Ice Rink#1 161 US-EPCC op PAPER DIRECT INC Operating Supplies Community Center Admin 25 US-prof dev WOMEN IN LEISURE SERVICES Conference/Training Community Center Admin 25 US-prof dev WOMEN IN LEISURE SERVICES Conference/Training Community Center Admin 15 US-prof dev WOMEN IN LEISURE SERVICES Conference/Training Community Center Admin 15 US-prof dev WOMEN IN LEISURE SERVICES Conference/Training Community Center Admin 19 US-remote control REPLACEMENT REMOTES Operating Supplies Fitness Center 60 US-wall mount/sign holder DISPLAYTIME.COM Operating Supplies Fitness Center 71 US-spooly supplies TARGET Operating Supplies Special Events(CC) 30 US-playcare supplies TARGET Operating Supplies Day Care Amount Explanation Vendor Account Description Business Unit 15 US-prof dev PAYPAL INC Conference/Training Community Center Admin 200 US-A Rose membership NATIONAL PUBLIC EMPLOYER LABOR Prepaid Expenses General Fund 100 US job posting-appraiser II MAAO Employment Advertising Organizational Services 13 US-1 Kerns CARIBOU COFFEE Training Supplies Organizational Services 10 US-C Sudbeck NATIONAL STUDENT CLEARINGHOUSE Other Contracted Services Organizational Services 149 US-A Rose membership IPMA-HR MN Prepaid Expenses General Fund 126 US-aquatics sup INDEED INC Employment Advertising Organizational Services 8 US-HRDC FBI event BRAUN INTERTEC CORPORATION Office Supplies Housing and Community Service 45 US-HRDC FBI event OFFICE DEPOT CREDIT PLAN Office Supplies Housing and Community Service 15 US-monthly meeting GOVERNMENT FINANCE OFFICERS AS Conference/Training Finance 3,536 US-septl4 Bldg Surchgs DEPT OF LABOR&INDUSTRY Building Surcharge General Fund 1,181 US-septl4 Bldg Surchgs DEPT OF LABOR&INDUSTRY Mechanical Surcharge General Fund 641 US-sept14 Bldg Surchgs DEPT OF LABOR&INDUSTRY Plumbing Surcharge General Fund -107 US-sept14 Bldg Surchgs DEPT OF LABOR&INDUSTRY Other Revenue General Fund 164 US-counterpoint gateway NCR SPECIALTY Bank and Service Charges Prairie Village Liquor Store 304 US-counterpoint gateway NCR SPECIALTY Bank and Service Charges Den Road Liquor Store 189 US-counterpoint gateway NCR SPECIALTY Bank and Service Charges Prairie View Liquor Store 20 US-epermit web security PAYPAL INC Repair&Maint.Supplies IT Operating 59 US-UB online PAYPAL INC Bank and Service Charges Utility Operations-General 40 US-UB recurring PAYPAL INC Bank and Service Charges Utility Operations-General 8 US-café food KWIK TRIP STORES Merchandise for Resale Concessions 145 US-office supplies OFFICEMAX CREDIT PLAN Operating Supplies Ice Rink#1 44 US-office supplies OFFICEMAX CREDIT PLAN Operating Supplies Ice Rink#1 8 US-café food KWIK TRIP STORES Merchandise for Resale Concessions 5 US-café food KWIK TRIP STORES Merchandise for Resale Concessions 4 US-café food KWIK TRIP STORES Merchandise for Resale Concessions 8 US-café food KWIK TRIP STORES Merchandise for Resale Concessions 19 US-café food KWIK TRIP STORES Merchandise for Resale Concessions 45 US-mncar event MNCAR EXCHANGE,THE Conference/Training Economic Development 6 US-parking STANDARD PARKING Mileage&Parking Economic Development 30 US-ep chamber PAYPAL INC Conference/Training Economic Development 1,348 US-well transfucer MEASUREMENT SPECIALTIES Process Control Equipment Water Wells 375 US-cases AMAZON.COM Office Supplies Fire 83 US-open house BYERLYS Fire Prevention Supplies Fire 27 HOME DEPOT CREDIT SERVICES Sales Tax Payable General Fund 876 US-mount NATIONAL PRODUCTS INC Office Supplies Fire 5 US-straps AMAZON.COM Office Supplies Utility Operations-General 13 US-cables AMAZON.COM Office Supplies Utility Operations-General 346 US-council food RUBY TUESDAY Miscellaneous City Council 20 US-open house MICHAELS-THE ARTS&CRAFTS S Office Supplies Administration 38 US-SLUC luncheon Klima SENSIBLE LAND USE COALITION Miscellaneous Community Development Admin. 311 US-council food QDOBA MEXICAN GRILL Miscellaneous City Council 94 US-sunshine fund-stephen BACHMANS CREDIT DEPT Deposits Escrow 64 US-elections food CRUMB GOURMET DELI Miscellaneous Elections 2 US-postage for ballots UNITED STATES POSTAL SERVICE Postage Customer Service 124 US-elections food GINA MARIAS INC Miscellaneous Administration 241 US-elections food CRUMB GOURMET DELI Miscellaneous Elections 90 US-aquatics AMERICAN RED CROSS Other Contracted Services Pool Lessons 22 US-books GOODWILL CHANHASSEN Operating Supplies Day Care Amount Explanation Vendor Account Description Business Unit 29 US-toys TARGET Operating Supplies Day Care 8 US-parking HSEM STANDARD PARKING Employment Support Test Fire 8 US-parking HSEM STANDARD PARKING Employment Support Test Fire 8 US-parking HSEM STANDARD PARKING Employment Support Test Fire 240 US-msfca conf MINNESOTA STATE FIRE CHIEFS AS Conference/Training Fire 26 US-hsem-cox,parker PSYCHO SUZI'S Operating Supplies Fire 61 US-rope carabiners MIDWEST MOUNTAINEERING INC Operating Supplies Fire 101 US-shop tools MENARDS Small Tools Sewer System Maintenance 24 KOWALSKI'S MARKET Sales Tax Payable General Fund 6 US-café food HOLIDAY STATION STORES INC Merchandise for Resale Concessions 100 US-proshop vending SPORTS WORLD USA INC Merchandise for Resale Concessions 5 US-café food HOLIDAY STATION STORES INC Merchandise for Resale Concessions 9 US-café food HOLIDAY STATION STORES INC Merchandise for Resale Concessions 90 US-skate sharpening EZ SHARP Operating Supplies Ice Rink#1 9 US-café food HOLIDAY STATION STORES INC Merchandise for Resale Concessions 6 US-café food HOLIDAY STATION STORES INC Merchandise for Resale Concessions 21 US-bench parts AMAZON.COM Equipment Parts Fleet Operating 1,884 US-snow equip W W GRAINGER INC Capital Under$25,000 Snow&Ice Control 19 US-café food CUB FOODS EDEN PRAIRIE Merchandise for Resale Concessions 264 US-fire 1 PITTSBURGH WATER COOLER Repair&Maint.Supplies Fire Station#1 129 US-liq 2 RG DAVIS AND CO Repair&Maint.Supplies Den Road Liquor Store 16 US-scripts RODGERS&HAMMERSTEIN THEATRE Operating Supplies Theatre Initiative 99 US-membership AMAZON.COM Operating Supplies Arts 20 US-mailing supplies OFFICE DEPOT CREDIT PLAN Operating Supplies Arts 1,028 US-lighting cases ANVIL CASES Operating Supplies Eden Prairie Players 15 US-training PAYPAL INC Conference/Training Arts Center 109 US-water color paper MICHAELS-THE ARTS&CRAFTS S Operating Supplies Arts Center 19 US-art supplies WALGREEN'S#5080 Operating Supplies Special Events Admin 267 US-kids projects supplies DISCOUNT SCHOOL SUPPLY Operating Supplies Arts Center 246 US-lighting cases ANVIL CASES Operating Supplies Eden Prairie Players 40 US-audition ad PAYPAL INC Advertising Winter Theatre 82 US-watercolor supplies BLICK ART MATERIALS Operating Supplies Arts Center 21 US-minute to win it WALGREEN'S#5080 Operating Supplies Internal Events 15 US-Sevenich-disputing charge NIMBLE SCHEDULE Deposits Escrow 13 US-sevenich CC personal use BYERLYS Deposits Escrow 15 US-Sevenich-disputing charge NIMBLE SCHEDULE Deposits Escrow 375 US-scheduling software NIMBLE SCHEDULE Other Contracted Services Community Center Admin 9 US-team training KOWALSKI'S MARKET Training Supplies Community Center Admin 31 US-team training GINA MARIAS INC Training Supplies Community Center Admin 129 US-replacement camera-J Carls BEST BUY Video&Photo Supplies Assessing 96 US-welding repair DEWALT FACTORY Operating Supplies Street Maintenance 36 US-notary stamp CROWN STAMP AND ENGRAVING CO Office Supplies Police 122 US-quartermaster AMAZON.COM Operating Supplies Police 500 US-quartermaster AMAZON.COM Operating Supplies Police 563 US-chaplain luncheon BIAGGI'S RISTORANTE ITALIANO Operating Supplies Reserves 30 US-notary stamp CROWN STAMP AND ENGRAVING CO Operating Supplies Police 236 US-towed vehicle for investiga HERC U LIFT Other Contracted Services Police 30 US-notary stamp CROWN STAMP AND ENGRAVING CO Office Supplies Police 36 US-notary stamp CROWN STAMP AND ENGRAVING CO Office Supplies Police Amount Explanation Vendor Account Description Business Unit 14 US-reserve calendar CALENDAR WIZ Operating Supplies Reserves 30 US-notary stamp CROWN STAMP AND ENGRAVING CO Office Supplies Police 50 US-safety seat certification SAFE KIDS WORLDWIDE Licenses,Permits,Taxes,Fees Police 74 US-ball field supplies MENARDS Operating Supplies Park Maintenance 20 US-critter food PETCO Operating Supplies Outdoor Center 1 US-tree program MICHAELS-THE ARTS&CRAFTS S Operating Supplies Outdoor Center 15 US-tree program MENARDS Operating Supplies Outdoor Center 91 US-sandhill crane trip KOWALSKI'S MARKET Program Trips Outdoor Center 50 US-critter food PETCO Operating Supplies Outdoor Center 25 US-critter food PETCO Operating Supplies Outdoor Center 24 US-not so scary trail MARSHALLS FARM Operating Supplies Outdoor Center 5 US-not so scary trail DOLLAR TREE STORES,INC. Operating Supplies Outdoor Center 32 US-critter food PETCO Operating Supplies Outdoor Center 31 US-critter food PETCO Operating Supplies Outdoor Center 49 US-RL retaining wall MENARDS Building Materials Round Lake 38 US-RL retaining wall MENARDS Building Materials Round Lake 10 US-windscreens MENARDS Operating Supplies Park Maintenance 34 US-umbrellas round lake MENARDS Operating Supplies Park Maintenance 32 US-archery range MENARDS Operating Supplies Park Maintenance 41 US-archery range MENARDS Operating Supplies Park Maintenance 10 US-ratchet MENARDS Repair&Maint.Supplies Water Treatment Plant 13 US-card reader OFFICEMAX CREDIT PLAN Equipment Repair&Maint Public Safety Communications 1,523 US-tower replacement parts BIRD TECHNOLOGIES Equipment Repair&Maint Public Safety Communications 25 US-WILS membership renewal PAYPAL INC Dues&Subscriptions Athletic Programs Admin 255 US-Crisis negotiations trng TEXAS STATE UNIVERSITY Prepaid Expenses General Fund 45 US-Crisis negotiations trng TRAVEL INSURANCE Tuition Reimbursement/School Police 377 US-Crisis negotiations-Dupont AMERICAN AIRLINES Prepaid Expenses General Fund 377 US-crisis negotiations-Peterso AMERICAN AIRLINES Prepaid Expenses General Fund 377 US-crisis negotiations-Coy AMERICAN AIRLINES Prepaid Expenses General Fund 175 US-conf MGWA Prepaid Expenses Water Enterprise Fund 427 US-computer trng FRED PRYOR SEMINARS Prepaid Expenses Water Enterprise Fund 225 US-conf HENNEPIN TECHNICAL COLLEGE Conference/Training Utility Operations-General 18 US-gloves for beer cooler MILLS FLEET FARM Operating Supplies Den Road Liquor Store 932 US-shelf display clips CLIP STRIP Operating Supplies Den Road Liquor Store -932 US-shelf display clips CLIP STRIP Operating Supplies Den Road Liquor Store 514 US-shelving WALMART COMMUNITY Capital Under$25,000 Den Road Liquor Store 58 US-open house WALMART COMMUNITY Operating Supplies Internal Events 35 US-webinars AMERICAN CAMPING ASSOCIATION Conference/Training Playgrounds 155 US-program supplies CREATIVE KIDSTUFF Operating Supplies Youth Programs Admin 61 US-northern tennis EZREGISTER Conference/Training Tennis 483 US-grant LANCASTER ARCHERY SUPPLY Operating Supplies Lesson Skills Development 16 US-adaptive program BRUNSWICK BOWLING LANES Special Event Fees New Adaptive 12 US-adaptive program BRUNSWICK BOWLING LANES Special Event Fees New Adaptive 92 US-club 204 supplies TARGET Operating Supplies New Adaptive 28 US-adaptive program WALMART COMMUNITY Operating Supplies New Adaptive 152 US-adaptive program AMC Special Event Fees New Adaptive 225 US-class HENNEPIN TECHNICAL COLLEGE Conference/Training Fire 1,070 US-new pool lane lines RECREATION SUPPLY CO Capital Under$25,000 Pool Operations 250 US-fees SCW FITNESS Licenses,Permits,Taxes,Fees Fitness Classes Amount Explanation Vendor Account Description Business Unit -367 US-CC fraud-T Wold US BANK Deposits Escrow 128 US-training FRED PRYOR SEMINARS Prepaid Expenses Den Road Liquor Store 99 US-SWAT gun cleaning kits GANDER MOUNTAIN Training Supplies Police 11 US-gun cleaning supplies MENARDS Training Supplies Police 43 US-tools MENARDS Small Tools Sewer System Maintenance 9 US-screws HOME DEPOT CREDIT SERVICES Repair&Maint.Supplies Sewer System Maintenance 39,877 Report Total CITY COUNCIL AGENDA DATE: SECTION: Appointments January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.A. Office of City Manager Designation of Official City Newspaper Requested Action Move to: Adopt Resolution designating the Eden Prairie as the official City newspaper for the year 2015. Synopsis This designation is required on an annual basis. The City Attorney determined both newspapers appear qualified under the statue. The Eden Prairie News has been the official newspaper since 2008 and for 27 years prior to 2003. The Sun-Current had been the official newspaper from 2003 through 2007. Attachments Eden Prairie News Bid Sun Current Bid Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- A RESOLUTION DESIGNATING THE OFFICIAL CITY NEWSPAPER BE IT RESOLVED,by the City Council of the City of Eden Prairie, Minnesota that the Eden Prairie be designated as the official City newspaper for the year 2015. ADOPTED by the City Council of the City of Eden Prairie, on this 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk EDEN PRAIRIE EWS December 19, 2014 Ms. Kathleen Porta, City Clerk City of Eden Prairie 8080 Mitchell Road Eden Prairie, Minnesota 55344 Dear Ms. Porta, The Eden Prairie News would welcome the opportunity to serve as the city's legal newspaper in 2015. The per-column inch bid rate submitted by the Eden Prairie News is $2.20. Newspapers can be published with different page sizes and column widths, which may not allow for an exact comparison in bids submitted by various entities.Column width is 1.645 inches.The typeface used in the Eden Prairie News is 7.5 Nimrod, and an estimated 9 lines of type will be printed in every inch published. Please contact us if the city would like assistance in completing cost comparisons with other papers that have submitted bids for the legal newspaper appointment. If appointed the city's legal newspaper, notices submitted by the City of Eden Prairie will be posted on our website, www.edenprairienews.com, free of charge. Should the Eden Prairie News be appointed the city's legal newspaper, e-mailed legals should be sent to: legal@swpub.com. Our deadline is noon Thursday, preceding the next publication date; deadlines usually change during holiday weeks to accommodate press schedules. In the interest of transparency, we also feel it necessary to inform you that our Eden Prairie office may be consolidated in spring with its sister newspaper, Lakeshore Weekly News, headquartered in Wayzata. Please note that a move to this location allows the Eden Prairie News the ongoing ability to serve as a Hennepin County legal newspaper,thus allowing continued legal notice publishing service to the City of Eden Prairie. Thank you for the opportunity to serve as the City of Eden Prairie's legal newspaper in 2014. Respectfully, ;„()GSA [t . 460,,,{71(1(' r'�"",.� Laurie A. Hartmann Director of Operations 250 Prairie Center Drive, Suite 211, Eden Prairie, Minnesota 55344 ■ (952)942-7885 MEDIA December 2014 City of Eden Prairie Ms. Kathleen Porta 8080 Mitchel Road Eden Prairie, MN 55344 Dear Ms. Porta: Please accept the following bid from the Eden Prairie Sun-Current for legal newspaper designation for the City of Eden Prairie. This newspaper is qualified by the State of Minnesota as a legal newspa- per under Minnesota Statutes Section 331A.02, Subd. 1. The following rate structure for legals is effective January 1, 2015: First insertion: $11.17 per column inch Subsequent insertions: $6.00 per column inch Characters per inch: 320 Lines per inch: -9 A notarized affidavit will be provided for each notice published. Additional affidavits are$2.50 each. A$20.00 charge will be assessed on legal notices that require typing. All published legal notices are posted on the Sun-Current website at no additional charge. The Sun-Current is published weekly on Thursdays. The deadline is 2:00 p.m. on Thursday for publication the following Thursday. Please email legal notices to sunlegals@ecm-inc.com. Thank you for considering the Sun-Current as the official newspaper for the City of Eden Prairie for the upcoming year. We appreciate the opportunity to serve the needs of your community. Sincerely, alf44201tee-) Michael Jetchick Sales Manager I 10917 VALLEY VIEW ROAD,EDEN PRAIRIE,MN 55344 • 952-846-2019 • CURRENT.MNSUN.COM CITY COUNCIL AGENDA DATE: SECTION: Appointments January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.B. Resolution Designating the Official Meeting Office of the City Manager Dates, Time and Place for the City of Eden Prairie Council in 2015 and Appointing Acting Mayor Requested Action Move to: Adopt Resolution designating the official meeting dates, time and place for the City of Eden Prairie Council in 2015 and appointing Councilmember the Acting Mayor. Synopsis This resolution requires approval on an annual basis. CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- A RESOLUTION DESIGNATING THE OFFICIAL MEETING DATES, TIME AND PLACE FOR THE CITY OF EDEN PRAIRIE COUNCIL IN 2015 AND APPOINTING ACTING MAYOR BE IT RESOLVED, by the City Council of the City of Eden Prairie, Minnesota, that they meet on the first and third Tuesdays of each month at 7:00 P.M. in the Eden Prairie City Center Council Chambers, 8080 Mitchell Road, Eden Prairie, MN 55344. Council Workshops will be held at 5:00 P.M. and Open Podiums will be held at 6:30 p.m. prior to regularly scheduled Council meetings. Robert's Rules of Order will prevail; and BE IT RESOLVED, that the only Council meeting in the months of June, July, August and November 2015 will be held on the third Tuesday of the month; and BE IT RESOLVED,that the July Council meeting will be held on the second Tuesday of the month; and BE IT RESOLVED,that the first meeting of 2016 will be held on January 5; and BE IT FURTHER RESOLVED,that Council Member is hereby appointed to be the Acting Mayor in the absence of the Mayor. ADOPTED by the City Council of the City of Eden Prairie, on this 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Appointments January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.C. Office of City Manager Resolution Appointing Commissioners to the Eden Prairie Housing and Redevelopment Authority Requested Action MOTION: Move to adopt the resolution appointing City Council Members to serve as Commissioners for the Eden Prairie Housing and Redevelopment Authority; and appointing Nancy Tyra-Lukens as Chair; Rick Getschow as Executive Director and as Secretary for calendar year 2015. Synopsis This appointment requires approval on an annual basis. CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- A RESOLUTION APPOINTING COMMISSIONERS TO THE EDEN PRAIRIE HOUSING AND REDEVELOPMENT AUTHORITY WHEREAS,the Mayor has the authority to appoint the members of the Eden Prairie Housing and Redevelopment Authority(HRA); and WHEREAS,the Mayor has appointed the members of the Eden Prairie City Council, to- wit: Brad Aho, Sherry Butcher Wickstrom, Ron Case, Kathy Nelson and Nancy Tyra-Lukens, to serve as the commissioners of the Eden Prairie HRA for terms of office concurrent with their terms as members of the Council; and WHEREAS,the Commissioners of the Housing and Redevelopment Authority in and for the City of Eden Prairie (HRA)have authority to make appointments. NOW THEREFORE, BE IT RESOLVED,that the City Council affirms the appointments made for the terms set forth above and hereby appoints Nancy Tyra-Lukens as Chair; Rick Getschow as Executive Director and Council Member Nelson as Secretary of calendar year 2015. ADOPTED,by the City Council of the City of Eden Prairie, on the 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Appointments January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.D. Resolution Designating the Director and Office of the City Manager Alternate Director to the Suburban Rate Authority Requested Action Move to: Adopt Resolution designating as the Director and as the Alternate Director to the Suburban Rate Authority. Synopsis This resolution requires approval on an annual basis. Public Works Director Robert Ellis served as the Director and Council Member Ron Case served as the alternate to the Suburban Rate Authority in 2014. Attachment Resolution CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- A RESOLUTION DESIGNATING DIRECTOR AND ALTERNATE DIRECTOR TO THE SUBURBAN RATE AUTHORITY BE IT RESOLVED,that the City Council of the City of Eden Prairie hereby designates as the Director and as the Alternate Director of the Suburban Rate Authority for 2015. ADOPTED,by the City Council of the City of Eden Prairie, on this 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: SECTION: Appointments January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.E. Office of the City Manager Appointment to the National League of Cities Requested Action Move to: Approve appointment of the Mayor as Delegate and Council Members as Alternates to the National League of Cities. Synopsis This appointment is approved on an annual basis. CITY COUNCIL AGENDA DATE: SECTION: Appointments January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.F. Office of the City Manager Appointment to the Municipal Legislative Commission Requested Action Move to: Approve appointment of the Mayor to the Municipal Legislative Commission. Synopsis This appointment is approved on an annual basis. CITY COUNCIL AGENDA DATE: SECTION: Appointments January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.G. Office of the City Manager Appointment to the Southwest Cable Commission Requested Action Move to: Approve appointment of to the Southwest Cable Commission. Synopsis This appointment is approved on an annual basis. Council Member Case served on the Southwest Cable Commission since 2013. CITY COUNCIL AGENDA DATE: SECTION: Appointments January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.H. Office of the City Manager Appointment to the Eden Prairie Foundation Requested Action Move to: Approve appointment of to the Eden Prairie Foundation. Synopsis This appointment is approved on an annual basis. Council Member Nelson has served on the Eden Prairie Foundation since 2008. CITY COUNCIL AGENDA DATE: SECTION: Appointments January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.I. Office of the City Manager Appointment to the I-494 Corridor Commission Requested Action Move to: Approve appointment of to the I-494 Corridor Commission. Synopsis This appointment is approved on an annual basis. Councilmember Aho has served on the I-494 Corridor Commission since 2005. CITY COUNCIL AGENDA DATE: SECTION: Appointments January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.J. Office of the City Manager Appointment to the City and School Facilities Use Task Force Requested Action Move to: Approve appointment of to the City and School Facilities Use Task Force. Synopsis This appointment is approved on an annual basis. Council Member Butcher Wickstrom has served on the City and School Facilities Use Task Force since 2012. CITY COUNCIL AGENDA DATE: SECTION: Appointments January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.K. Stuart Fox, Manager of Parks Appointment of Assistant Weed Inspector and Natural Resources Requested Action Move to: Appoint Jeff Cordes as Assistant Weed Inspector for the City of Eden Prairie. Synopsis Each year the City of Eden Prairie is requested to appoint an Assistant Weed Inspector for the City under the requirements of Minnesota Statutes, Chapter 18.80 and 18.81. The responsibility of the Assistant Weed Inspector is to enforce the local and state weed ordinances. Jeff Cordes has been doing this inspection work for the past several years, and he is familiar with the City ordinance and state law. Under State Statute, the Mayor is the City Weed Inspector and appointment of an Assistant Weed Inspector thereby relieves the Mayor or City Council of those duties as required by Minnesota State Statute. CITY COUNCIL AGENDA DATE: SECTION: Appointments January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.L. Office of the City Manager Appointment to the Fire Relief Association Requested Action Move to: Adopt the resolution appointing and to the Eden Prairie Fire Relief Association. Synopsis State statute states that three municipal trustees are to be appointed to the fire relief association. They must be: • One elected municipal official and one elected or appointed municipal official who are designated as municipal representatives by the municipal governing board annually • The chief of the municipal fire department Council Member Ron Case and Finance Manager Sue Kotchevar served on the Fire Relief Association in 2013 and 2014. The appointment of the Fire Chief is automatic according to statute. CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2015- A RESOLUTION APPOINTING MEMBERS TO THE EDEN PRAIRIE FIRE RELIEF ASSOCIATION BOARD WHEREAS, MN Statutes 424A. 04 provides for three municipal representatives on the Fire Relief Association Board of Trustees; and WHEREAS, the three municipal trustees must be one elected municipal official and one elected or appointed municipal official who are designated as municipal representatives by the municipal governing board annually and the chief of the municipal fire department. NOW THEREFORE, BE IT RESOLVED,that the City Council appoints and to serve on the Eden Prairie Fire Relief Association Board of Trustees for 2015. ADOPTED,by the City Council of the City of Eden Prairie, on the 6th day of January, 2015. Nancy Tyra-Lukens, Mayor ATTEST: Kathleen Porta, City Clerk CITY COUNCIL AGENDA DATE: January 6, 2015 SECTION: Appointments DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.M. Administration/Office of the Appointment of Citizen Representative to City Manager Southwest Metro Transit Commission Requested Action Move to: Appoint to the Southwest Metro Transit Board as the Eden Prairie Citizen Representative for a three-year term to end December 31, 2016. Synopsis It is necessary for the City Council to appoint a Citizen Representative for a three-year term to end December 31, 2016. Council Member Aho has served in this position since 2012. CITY COUNCIL AGENDA DATE: SECTION: Consent Agenda January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XIV.N. Community Development/ Appointments to the Southwest LRT Economic Development Janet Community Advisory Committee and the Jeremiah/David Lindahl Business Advisory Committee Requested Action Move to: Appoint Sana Elassar, Andrew Pieper, Jeff Strate and Charles Weber as Eden Prairie representatives to the Southwest LRT Community Advisory Committee and Mark Gustafson and Rick Weiblen as Eden Prairie Representatives to the Business Advisory Committee. Synopsis The Community Advisory Committee (CAC) and Business Advisory Committee (BAC) appointments are for 2015 through 2016. The committees will meet monthly to discuss issues arising during the LRT advanced design and first year of construction. The Eden Prairie CAC member appointees are: - Sana Elassar, Human Rights and Diversity Commission - Andrew Pieper, Planning Commission - Charles Weber, Planning Commission - Jeff Strate, Community Member The Eden Prairie BAC member appointees are: - Mark Gustafson, Emerson Rosemount-Emerson - Rick Weiblen, Liberty Property Trust Background Information The CAC serves as a voice for the community and advises the Corridor Management Committee during the planning and implementation phases of the light rail line The BAC serves as a voice for the business community and advises the Corridor Management Committee and the Southwest LRT Community Works Steering Committee during the planning and implementation phases of the light rail line. Attachment CITY COUNCIL AGENDA DATE: SECTION: Report of the City Manager January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XV.B.1. Office of the City Manager/ Award contract with Ehlers for Finance/Community Development, Financial Advisory Services Requested Action Move to: Award contract for financial advisory services to Ehlers. Synopsis The City completed a request for proposal (RFP)process to select a financial advisory firm to provide services as it relates to debt issuance, economic and housing development and redevelopment, and annual tax increment financing reporting. This is the first time the City has completed an RFP process for these services. Periodically conducting an RFP process for financial advisory services is a recommended best practice. Background The RFP was sent to the following four firms: the PFM Group,Northland Securities Inc., Springsted Incorporated, and Ehlers. All four firms were interviewed by a staff committee consisting of the following employees: Rick Getschow, Janet Jeremiah, Dave Lindahl, Molly Koivumaki, Sue Kotchevar, and Tammy Wilson. The firms presented information on their experience as it relates to debt issuance, economic and housing development and redevelopment, and annual tax increment financing reporting. While all the firms are qualified to provide services to the City, the committee agreed that Ehlers is the best match for the City of Eden Prairie. Reasons for the decision include the following: • The financial advisors have a strong balance of bond work, tax increment financing, and development expertise, the team assigned to Eden Prairie has substantial experience • They are on the front line of bond law and regulatory action, An Ehlers staff member sits on the Municipal Securities Rulemaking Board, which regulates firms that engage in municipal securities and advisory activities. • Ehlers has a large client base of TIF reporting, Ehlers completes annual TIF reports for over 380 districts • Ehlers has a broad range of experience with similar cities as Eden Prairie including the following cities: Woodbury, Plymouth, Chanhassen, Edina, Brooklyn Park, and Coon Rapids Fees for all firms were very comparable and are paid as part of the projects they assist with so there is no direct budget impact to the City. Attachments Ehlers RFP response Contract 0 EHLERS LEADERS IN PUBLIC FINANCE October 17, 2014 Proposal to Provide Financial Advisory Services to the City of Eden Prairie, Minnesota Primary Contacts: Mark Ruff 11111 Senior Financial Advisor mruff@ehlers-inc.com 651-697-8505 Bruce Kimmel EDEN Senior Financial Advisor bkimmel@ehlers-inc.com 651-697-8572 Jason Aarsvold PRAIRIE Financial Advisor jaarsvold@ehlers-inc.com 651-697-8512 LIVE'•W F ICfDFEAH Municipal Advisor Registration Number: 866-00266-00 www.ehlers-inc.com 0 EHLERS Minnesota phone 651-697-8500 3060 Centre Pointe Drive LEADERS IN PUBLIC FINANCE Offices also in Wisconsin and Illinois fax 651-697-8555 Roseville, MN 55113-1122 Table of Contents Transmittal Letter Firm Profile • Section A: Description of the Firm 1 • Section B: Experience with Debt Issuance and Management 2 • Section C: Experience in Advisory Services 4 • Section D: Customer Service Profile 6 • Section E: Compliance with Regulation 7 • Section F: Experience with Credit Rating Agencies 8 • Section G: Potential Conflicts of Interest 9 • Section H: Additional Information 9 Staffing 10 Compensation 10 Appendix A: Resumes Appendix B: References Appendix C: Fee Schedule EHLERs October 17, 2014 LEADERS IN PUBLIC FINANCE Ms. Sue Kotchevar City of Eden Prairie 8080 Mitchell Road Eden Prairie, Minnesota 55344 Re: Proposal to Provide Independent Financial Advisory Services to the City of Eden Prairie, Minnesota On behalf of Ehlers, we are pleased to present this proposal to provide independent financial advisory services to the City of Eden Prairie. We hope this proposal demonstrates our team's collective qualifications to deliver the City's full scope of services—and to surpass your expectations. We believe the following distinguishes Ehlers from our competitors: Expertise. Last year, Ehlers ranked first in Minnesota and second in the United States for the number of bond sales advised. In the last four years, Ehlers has completed over 120 tax abatement and tax increment plans in Minnesota, more than any other financial advisor in the state. We have consistently delivered creative and innovate financing solutions to projects. Our team looks forward to bringing our breadth and depth of experience to Eden Prairie. Minnesota Roots. Our corporate headquarters are in Minnesota, and we have deep roots here. At Ehlers, all employees have ownership through an employee stock ownership trust. As an employee-owned firm, we are all incented to provide the best possible service to you, our client, and to focus on your long-term success, not solely on short-term profit. Independent Financial Approach. We have long held to the duties of loyalty and care of an independent financial advisor: we will put the interests of the City of Eden Prairie ahead of our own. It is our goal to thoroughly explain all options to you before any decisions are made. All of your projects will receive our full attention in order to help the City of Eden Prairie deliver quality public services at an affordable price. Comprehensive Service. We are a one-stop shop providing debt issuance, economic development, and financial planning services; arbitrage monitoring services; expert investment advisory services through Ehlers Investment Partners; and paying agent services through our wholly-owned subsidiary, Bond Trust Services Corporation. Our proposal is a firm and irrevocable offer. We appreciate your consideration and look forward to discussing how Ehlers can best serve the City of Eden Prairie. Respectfully submitted, Mark Ruff Bruce Kimmel Senior Financial Advisor Senior Financial Advisor Firm Profile SECTION A: DESCRIPTION OF THE FIRM Customized Financial Solutions that Help Build Outstanding Communities Ehlers is a trusted advisor for more than 10,000 public officials who work every day to make prudent decisions regarding public resources. Robert Ehlers founded the company to serve local, regional, and state governments without the moral hazards that arise when underwriters represent both investors and bond issuers. We exclusively represent the interests of municipalities; Ehlers will not work for underwriters, developers or the private sector. This approach has helped Ehlers grow to be ranked as one of the top two financial advisory firms nationally. Most of our financial advisors have served as public officials or staff in local government in Minnesota. The average tenure of our employees is 15 years, and altogether we have more than 350 years of experience in public finance. Ehlers is an independent public finance advisory firm with offices in four states: Minnesota, Colorado, Illinois, and Wisconsin. Our experienced advisors work in four basic service areas: Financial Financial • Debt Planning and Issuance Advisor Analyst • Economic Development and Redevelopment • Financial Planning Client • Strategic Communications Each client works directly with a team of Financial Bond Sales Disclosure Advisors, supported by specialists, who know your Coordinator Coordinator community and are guided by a thorough quality control process. Ehlers has a long-standing reputation for developing solutions designed to meet the individual needs of our clients. As your financial advisor, our job is to work with you, the client, to add value, to explain the options available and to offer advice so that solid informed decisions are made that benefit the City of Eden Prairie. Ehlers, as a registered Municipal Advisor, will provide all financial advisory and related services as the corporate entity responsible for this proposal. Ehlers (Ehlers and Associates, Inc.) is a wholly-owned subsidiary of the Ehlers Companies. Ehlers Companies also owns both Bond Trust Services Corporation (BTSC) and Ehlers Investment Partners (EIP). BTSC is a limited purpose Trust Company chartered by the State of Minnesota that serves as paying agent for municipal debt issues. EIP, a federally registered investment advisor, advises government entities on the investment of municipal funds. Services by either BTSC or EIP would need to be provided under separate agreement. There is no fee sharing between any of the Ehlers Companies. Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 1 October 17, 2014 SECTION B: EXPERIENCE WITH DEBT ISSUANCE AND MANAGEMENT Ehlers Ranks Number One in Number of Sales in Minnesota Ehlers $745 Springsted Incorporated 2 118 906 Public Financial Management, Inc. 3 40 524 Northland Securities 4 33 163 David Drown Associates 5 25 61 CSG Advisors 6 12 306 Sources:Outstanding bond issues as listed by Bloomberg for calendar year 2013. Many of our clients are similar to the City of Eden Prairie in debt issuance size and frequency. Ehlers' transaction and bond volume numbers reflect a track record of performance that is relevant to the City and its service expectations and is not inflated by a handful of very large transactions for state agencies and higher education consortiums. Debt Management Ehlers treats the planning, issuance and management of debt as an on-going process. Specifically, debt management includes reviewing outstanding debt for refunding or pre- payment, managing the financial impact of the CIP, and analysis of the City's debt service funds. Cash balances in the debt service funds can have arbitrage rebate implications. Review of the debt service funds include advice on how to remain in compliance with arbitrage regulations. Post Issuance Ehlers offers a variety of optional services to clients following bond issuance, including: paying agent services, arbitrage monitoring and rebate management, budgetary forecasting, cashflow analysis, continuing disclosure and investment management. Creativity and Innovation Ehlers brings a history of creative bond sale solutions to our municipal partners. Every bond issue, even a basic special assessment obligation, is the compilation of at least 100 to 150 decisions imbedded in its structure. Within each of those decisions lies the opportunity to become creative. We strive to avoid boilerplate approaches. For example, should we consider a bank placement rather than a public sale? Can the call date be three or five years rather than 10? What are the advantages of combining three issues rather than separating them? Should this refunding be a partial net cash rather than a crossover? Can we use one open market escrow investment for principal with SLGS for interest payments? We expect all of our employees to be Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 2 October 17, 2014 constantly asking, "why not?" This is a part of our culture. We promise to be consistently creative within what others may consider mundane. Take a recent project in Anoka County as an example. The eight sheets of ice built is the result of a state agency, the county, and several cities joining together in a financing structure that provided all parties a shared risk and overall benefit in the project. The project is owned by the State of Minnesota's Amateur Sports Commission, operated by its non-profit arm, the National Sports Center Foundation, financed and guaranteed by Anoka County, with guarantees to Anoka County by several cities, a college, and another foundation. Specifically, the State provided grant dollars to the project but did not have the ability to finance it. Anoka County issued a general obligation bond in the first phase and an annual appropriation bond in the second phase for the construction. Nine cities provided an operating levy guarantee to the County under Chapter 471 that was enforceable if the individual rinks that each city or group of cities guaranteed did not provide enough rental income each year. This project has been a success because the economies of scale of the rinks provides enough income to cover all operating expenses and debt service without annual subsidy from any of the cities or Anoka County. However, the legal structure continues to be in place to mitigate any shortfalls or capital improvement needs, should they arise. Negotiations among all of the parties were complex. One small example of the complexity concerns insurance. The State of Minnesota does not normally carry insurance on buildings because it self-insures its assets. However, the financing partners did demand third party insurance to protect the asset and ensure replacement on a timely basis if any disaster struck. Ehlers served as financial advisor for both phases of the financing and has recently refinanced the annual appropriation portion of the County's debt into a general obligation bond with much lower interest rates. Another example of a creative project is a recent combination of a$10,000,000 G.O. Bond issued by a client for a major road improvement that was bank qualified and sold on the open market coupled with an $18,000,000 Minnesota Public Facilities Authority taxable transportation revolving loan fund(TRLF) financing at 1% interest for a 15 year term. The TRLF program is an underutilized program used by two of our clients in recent years to provide very low cost debt for road projects. The only complication of a TRLF loan is that the pre-payment provisions are dictated by the State and may not be able to be prepaid without a substantial premium. We assisted the client with structuring the publicly sold bond with a short call provision to allow the flexibility to prepay some of the debt, if and when federal and state transportation dollars became available. We also want to emphasize that creativity does not necessarily mean more risk for our clients. Too often in the past creativity meant complexity, which in turn meant confusion on the part of decision makers. We pride ourselves on knowing state statutes as well as most bond attorneys. Because we work closely with all firms, we can share many law firms' perspectives and opinions with other attorneys. For example, many communities have issued lease revenue bonds for library projects. Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 3 October 17, 2014 We have been able to assist several communities with G.O. Bonds for libraries without a reverse referendum and without any debt limits through the use of Chapter 134. This is a little used statute that contains broad flexibility. We have also assisted cities in issuing G.O. Street Reconstruction Bonds for projects that, at first glance from a city's bond attorney, did not appear to qualify under this provision of Chapter 475. Many cities and counties often overlook the opportunity to issue limited tax G.O. Bonds. We have utilized HRA G.O. Limited Tax Bonds for projects that otherwise would have been very expensive revenue bond financings. Finally,when the State of Minnesota started its $200,000,000+public safety radio network, Minnesota Debt Manager Peter Sausen and his successors turned to Ehlers to assist with four revenue bonds supported by only 911 fees from telephone lines. In a time of rapidly changing telecommunications, market skepticism was high over the viability of fees supported primarily by land-line phones. Over the years, the State has adapted to the revenue and credit challenges presented by cell phones with area codes from different states, pre-paid cell phones, and VOIP providers such as Vonage. We assisted in explaining these changes to rating agencies, insurance companies, and underwriters as they evolved. Most importantly, these projects were managed directly by advisors on the proposed Eden Prairie team. SECTION C: EXPERIENCE IN FINANCIAL PLANNING & ECONOMIC DEVELOPMENT Financial Planning Ehlers' founder, Robert Ehlers, was famous for saying, "We don't do deals. We build communities."In this spirit the employee owners of Ehlers work with community leaders to construct financial plans that lead to concrete,positive realities. Planning pays off when you can see how tangible projects improve the quality of the day and strengthen the fabric of community. Financial Management Plans. We work with clients to create dynamic Financial Management Plans that give leaders a roadmap to explore options and make farsighted decisions. A Financial Management Plan("FMP") is a comprehensive fiscal plan that budgets for 5 to 10 years at a time. The interactive process of developing the FMP involves both the staff and elected officials. An FMP will clearly illustrate for your council members what is affordable both now and in the future as well as provide choices between feasible options. The Council can then set policy to guide financial operations for both the short term and the long term. The FMP incorporates elements from all of your stand-alone documents—the annual budget, the audit report, and the capital improvement plan—and shows how changing employment trends, capital purchases, and bonding affect the tax levy. Since 2005, Ehlers has helped dozens of communities complete and update long range financial plans. The City of Champlin's FMP is a great example of the integration of financial plans, Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 4 October 17, 2014 financial policies, and the City's ability to adjust to changing economics and priorities over the past decade. The City has used the FMP to create a storm water utility, to pay down infrastructure debt, to minimize the issuance of equipment certificates, and to take advantage of expiring TIF districts to pay for key city facilities. Utility Rate Studies. Ehlers has completed utility rate studies for over 75 communities throughout the Midwest. We have found that water, sewer, and storm water enterprise funds are a much more important facet of a city's operation than they were 10 years ago. In some cities, annual water and sewer rates total more than the City's portion of a homeowner's taxes and rating agencies are now routinely analyzing enterprise funds as part of each bond rating. Many communities' street reconstruction programs rely heavily upon enterprise funds. All of these factors make a thorough review of the utilities an important part of maintaining a city's financial health. We would be glad to share recent utility rate studies from cities such as Edina and Brooklyn Park. Housing Finance Ehlers brings a wealth of creative housing finance solutions to the City of Eden Prairie. Housing Improvement Areas (H IA). Ehlers has assisted with more housing improvement areas than any other firm in the State. We have spoken at GFOA and NAHRO conferences on the topic as well as hosting sessions at our own annual public finance seminar. Specifically, we have assisted with HIA work for the Dakota County CDA and the cities of Hopkins, St. Louis Park, Little Canada, Columbia Heights, and Minnetonka. We have worked through the complexities of HIAs with a variety of solutions including mixing bonds and city loans to allow residents to prepay their fees at any time. There are subtleties to working with estimated fees that include costs of issuance versus actual fees that are set after the scope of prepayments and amount of financing costs are known. Lastly,we have worked on HIA projects that contained very expensive improvements, as much as 25% of the assessed value of a unit, and achieved approval from the council members concerned about default. We also understand the patience necessary to explain these complex issues to residents of the condo/townhome associations. Housing District Transitions. For housing district transitions, either due to expiration of an agreement or reaching the end of a life of a district, we have worked on several solutions. In the case of expiring agreements, we have usually been able to find qualified costs associated with physical improvements to a building, or if necessary, used the interest rate reduction provisions within the TIF statute. In the case of expiring districts, we have found methods to pool from other housing districts without restriction, or as much as 35% of TIF funds from redevelopment districts for rental housing, even after the five year rule has expired. We have also assisted non-profits or private developers in extending terms of affordability through private activity tax-exempt bonds and the associated automatic tax credits. Finally, there is always special legislation as an option. We have helped several clients obtain special provisions for the use of TIF. Another area of service is review of proposed conduit housing revenue bond projects. More and Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 5 October 17, 2014 more cities are being asked by developers to provide 42M letters associated with 4% low income housing tax credits. These letters require a fairly detailed knowledge of affordable housing. We recently assisted the City of Edina with a 42M review that resulted in gaining a$1,000,000 commitment from a local non-profit to use sales proceeds of an affordable housing development in the City limits. TIF Compliance and Document Preparation Ehlers has more experience in the use of tax increment financing in Minnesota than any other financial advisory firm: • Ehlers' staff has participated in more than 900 projects requiring the creation, modification and use of tax increment financing districts • 11-person TIF team focusing on the use of tax increment financing • Two full-time TIF process coordinators • Preparation of annual state auditor TIF reports for over 380 districts, and the development of TIF reporting software • Annual Ehlers seminar on tax increment financing • Making recommendations for systems to accommodate the requirements of the Office of the State Auditor(OSA) and assisting communities in responses to questions and/or non- compliance issues • TIF Management Plans that show how communities can use TIF from existing districts to achieve their goals, and ensure district compliance with OSA requirements. Furthermore, Ehlers has a productive working relationship with the OSA. We are often asked for opinions on interpretation of TIF statutes and requested to participate in OSA seminars. They are pleased with the standard we have set in proforma analysis and"look-back"provisions for meeting the required"But-For" findings. We understand the importance of taking care of the details. SECTION D: CUSTOMER SERVICE PROFILE Our customer service model is first and foremost responsiveness. We aim to return all phone calls and e-mails within the day, preferably within 2 to 4 hours. If we are not able to respond immediately, we will acknowledge that we received the message and let you know how quickly we will reply. We also make sure that your council will know at least two or three people in our firm. This may mean that we double up at meetings in the early stages of projects (no extra charge to clients) in order to make sure our team is seen and also hears directly council and staff concerns and questions about a project. We work locally out of our corporate headquarters located in Roseville, Minnesota, and are available on short notice for meetings. We heartily endorse the idea of a regular meeting, at least semi-annually if not quarterly. We do not charge for these meetings and we encourage clients to include public works, planning and community development staff in these meetings. We have also developed a comprehensive transition plan for new clients that offers a checklist to Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 6 October 17, 2014 new bond and economic development clients. This valuable document ensures that we cover all bases regarding city staff expectations for Ehlers, our experience in other transitions in similar communities, data that is necessary for us to start, and who are the contacts within the client and our firm for each particular facet of our service. SECTION E: COMPLIANCE WITH REGULATION The Dodd-Frank Wall Street Reform and Consumer Protection Act enacted on July 21, 2010 requires firms/persons who are "Municipal Advisors" to register with the Securities and Exchange Commission(SEC) and Municipal Securities Rulemaking Board(MSRB). Generally, a Municipal Advisor(MA) is any person that provides advice to a municipal entity or obligated person concerning the timing, terms, structuring or similar matters of a municipal security or provides advice with respect to municipal financial products. MAs have a federal fiduciary duty to represent their municipal entity client's best interests as part of any engagement. Because Ehlers has always held its' client's interests above all else, the SEC Municipal Advisor rules have had a limited impact on our relationships with clients. In fact, our dedication to the MA rule is evidenced by the appointment in 2014 of Steve Apfelbacher, Ehlers' president, to the MSRB Board. The MA rule has, however, caused us to change our internal processes and procedures. For example, we have made the following changes: 1. Instead of relying only upon phone calls or meetings for decisions on participants in the debt issuance process such as the bond counsel, CPA verification and bidding agent services, we are using e-mail and written exchanges to ensure a track record of communication of options. 2. Our pre-sale reports for bond issues describe in more detail the rationale behind each bond issue. Any changes to issues between the pre-sale report and the sale of the debt is documented in writing. 3. We have upgraded our data retention policy and practice to ensure that we have all client communication and work papers available on short notice when an SEC audit takes place. Because of the size of our firm, we fully expect we will be one of the first firms audited in the country. 4. We have formalized our written supervisory rules. 5. We have appointed a compliance officer. When the MSRB publishes its final rules, we also expect that we will need letters of engagement for each project we undertake with the City of Eden Prairie. Ehlers as a firm and our financial advisors are registered with the SEC (Registration No. 866- 00266-00) and the MSRB (Registration No. K0165). Ehlers' registration can be viewed on the agencies' respective websites. Ehlers is also a Charter member of the National Association of Municipal Advisors (NAMA), formerly known as the National Association of Independent Public Finance Advisors (NAIPFA). This professional association is dedicated to high ethical standards and is committed to providing independent advice when serving as advisors to municipal entity clients. Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 7 October 17, 2014 SECTION F: EXPERIENCE WITH CREDIT RATING AGENCIES One of Ehlers' distinguishing strengths is our relationships with the rating agencies. Ehlers enjoys a very active and strong working relationship with both Moody's Investors Service and Standard&Poor's. We regularly invite them to make in-person visits to clients, and we serve as resources concerning pending and approved legislation. For example,we recently held mini- seminars for each rating agency on the change to the market value homestead credit and its impact on local jurisdictions across the state. Both firms also send representatives to our annual Minnesota public finance seminar. We are also experienced with Fitch as a second or third rating firm for many clients. To maintain and increase the City's rating, Ehlers recommends the following: • Careful maintenance and clear communication Rating Factors to the rating agencies of the past and expected levels of the City's general fund balance, which is likely the single most important Financial credit factor entirely within the City's control; Operations Economy • Regular visits from rating agency staff to the City, at least once every three or four years; Band • Conference calls with rating analysts after Rating significant legislative changes that may affect the City, during major changes to the capital Debt Profile Management improvement plan, or if there are key staff changes; • Regular review of the rating agency criteria, especially Standard and Poor's new transparent criteria. It is especially important to track categories that the City may be near the limits for either an increase or decrease in score such as budgetary flexibility or debt levels. • Explanation on a timely basis of one time capital expenditures that may draw down the general or capital funds. • Adoption and maintenance of robust debt, investment and fund balance policies; • Adoption of a multi-year financial management plan; • Quarterly review by City Council of various financial reports; • Quality staff management including a succession plan; • A full understanding of the City's pension and health insurance obligations for current and future retirees; and Rating "trigger points" are best anticipated rather than reacted to. Ehlers facilitates over 250 ratings calls per year, so we are aware of the current concerns of the primary rating agencies. Another way in which we anticipate the trigger points for a specific community is to study available data from each rating agency. We subscribe to Moody's database and are able to compare Minnesota communities with state and national medians for over 30 key financial ratios Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 8 October 17, 2014 Because the agencies continue to be under siege on regulatory, market, and political fronts, we have found that analysts have been forced into much more rigid rating methodologies than in the past. We believe in presenting an aggressive rating campaign consisting of quantitative evidence supported by qualitative background. Finally, we encourage and facilitate educating the rating agencies—especially newer analysts—on the City's financial management capabilities. The rating agencies are now much more active in the area of"surveillance" or rating reviews outside of the issuance of debt. We recommend that cities be proactive rather than reactive in the communication with the rating agencies. We have also assisted clients with a switch in rating agencies when it is clear the community is not being heard by its current rating agency. SECTION G: CONFLICTS OF INTEREST Ehlers only serves public sector clients and will not work for private sector clients. On occasion we provide training and technical support to non-profits such as the YMCA, the Family Housing Fund, and the Greater Minnesota Housing Fund. We provide such services only when our clients give us authority for such work in their respective jurisdictions. This type of work represents less than 1% of our annual revenue. Ehlers serves the overlapping and adjacent local governments listed in Appendix B2. When we represent the best interests of two clients working in the same jurisdiction we always disclose our representation and discuss with the clients how they would like to handle it. When appropriate, we ensure that the staff assigned to each client is different and put up a"fire wall" internally on the project. In other situations, such as our review of funding applications for Transit Oriented Development projects for Hennepin County, full disclosure has been deemed sufficient. We represented both Carver County and the City of Chanhassen when the two entities negotiated funding and financing arrangements for expanding a County road. We fully disclosed our dual representation, and both entities felt that we advocated for their interests. Ehlers is an independent financial advisory firm. We are not affiliated with a broker-dealer. As such, the City can be assured that retaining Ehlers as a financial advisor will not result in the loss of bidding interest under a competitive sale. MSRB Rule G-23 prohibits acting as both financial advisor and underwriter on an offering of municipal securities. SECTION H: ADDITIONAL INFORMATION In 1986, the employees of Ehlers utilized an employee stock ownership plan(ESOP)to purchase the firm from Robert Ehlers. For almost 30 years, the ESOP has provided for an orderly and stable ownership structure as well as an added incentive for quality work and a long-term perspective in our relationships with clients. Any employee who works for the firm for more than a year starts to accrue ownership in the company. No single employee can own more than 20% of the stock. The company is governed by an elected board of directors, the majority of which are employees. Mark Ruff is one of the directors. Bruce Kimmel also serves as a director of one of Ehler's subsidiary boards, Ehlers Investment Partners. Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 9 October 17, 2014 Staffing Ehlers offers individuals with an exceptional combination of expertise and experience to act as the financial advisory team for Eden Prairie. Beyond the staff identified in Appendix A, the City will have access to the entire staff at Ehlers including highly specialized financial specialists who all play key roles in successfully delivering services to the City. See Appendix A for a detailed listing and resumes for Ehlers' staff assigned to the City. Compensation At its core, this is what we propose to provide to the City of Eden Prairie: ongoing dialogue and idea-sharing, independent analysis,presentation of customized options for each project's circumstances, and a competitive, value-oriented fee structure. At Ehlers, we want our clients to feel that they received more in value from our work than we received in compensation, and are always striving to keep project costs down for the City. For example, we routinely structure multi-purpose bond issues including both refundings and new money. This not only reduces our fees, but holds the line on rating fees and other transactional costs. Ehlers has also pioneered cost effective ways of getting development projects off the ground. One of them is to conduct affordable Developer Roundtables, where the City can get direct feedback from developers on a site. The Roundtables can pre-empt the need for an expensive and quickly dated market study plus attract developers to a site, saving on marketing costs. When a developer is involved in a project, we also recommend the City escrow funds from the developer to pay for project related costs. Ehlers bills one of four ways depending on the work performed: 1. For financial advisory services on bonds,we charge a fee based on the size and complexity of the bond issue. The fee is paid at closing out of bond proceeds. 2. For financial planning projects we typically bill hourly with a not-to-exceed amount agreed to before the project begins. 3. For economic development projects, TIF Plan modifications and TIF reporting and management, we typically bill hourly. Invoices are sent around the tenth of each month and are due upon receipt. 4. TIF plans for new TIF Districts are prepared for a flat fee and are billed 50% following the submission of the draft plans to the other jurisdictions for fiscal impact review, and 50% following the public hearing on the plan. Ehlers does not generally charge for, or pass through, incidental expenses or travel costs. A detailed fee schedule is attached as Appendix C. Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 10 October 17, 2014 APPENDIX A: Resumes Mark Ruff, Executive Vice President/Senior Financial Advisor Mark has over 25 years of public finance consulting experience. He will serve as the primary contact and lead advisor on all matters related to bond issues, }f financial planning, and economic development. Mark recently transitioned / ' from a management position within the firm to that of a Board member, which has given him the opportunity to spend more time working with clients. Mark will be involved throughout the debt management and issuance process, attending meetings with both staff and the governing board. He has served as a financial advisor to the State of Minnesota, more than three dozen larger suburban and exurban communities in Minnesota, Minneapolis, St. Paul, Carver County, Ramsey County, and Anoka County. His recent project experiences include the Northstar Commuter Rail line, Target Campus in Brooklyn Park, TCAAP in Arden Hills, Southdale renovation in Edina, Bielenberg Center in Woodbury, and various transit oriented studies and developments in Coon Rapids and Minnetonka. ril) Bruce Kimmel, Vice President/Senior Financial Advisor Bruce will also serve as a contact and advisor to the City, overseeing and coordinating all Ehlers services as needed. Bruce brings 15 years of municipal and financial advisory experience to his clients, and his practice focuses on financing public utility infrastructure and other capital improvements, as well as analyzing and negotiating public participation in private development projects. Jason Aarsvold, Financial Advisor Jason has 17 years of municipal development and finance experience. Jason ;0has analyzed and negotiated some of the most complicated municipal development and redevelopment projects in our region, navigating complex financial issues and creating new, innovative development and legislative strategies. Jason will support the lead Financial Advisors and brings an in- depth understanding of the development process, community building,public policy, and public-private partnership management. His wide range of project experience includes everything from repositioning multi-family housing projects to working with multi-national corporations. Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 11 October 17, 2014 Jeanne Vogt, Financial Specialist • Jeanne has been a Financial Specialist in the Ehlers' Roseville office since 2008. Jeanne's area of expertise is in special financial studies, including utility rate studies, financial management plans, TIF management plans, and TIF reporting. Prior to joining Ehlers she had over 12 years of local government experience working as an Accountant for Ramsey County and most recently as Finance Director for a St. Paul suburb. Gail Robertson, Arbitrage Specialist Gail has over 15 years of experience in 4,:o. ii.-._ providing arbitrage compliance and escrow verification services. Prior to joining Ehlers, she held managerial positions with national accounting firms where she provided arbitrage services to issuers throughout the country. At Ehlers Gail manages our arbitrage practice and assists issuers with post-issuance compliance policies and .* y procedures. Gail holds a Juris Doctor degree from Hamline University and a Bachelor of Science Degree in Finance from the University of Minnesota. Diana Lockard, Disclosure Coordinator Supervisor rtil•- Diana is the Disclosure Coordinator Supervisor in the Minnesota office and is ,,,, responsible for overseeing the preparation of official statements, continuing disclosure,bond issue summary books, sale resolutions, closing memorandums, debt service schedules, tax levy calculations, and the coordination of legal documentation. She brings 30 years of experience to 4,. . Ehlers clients. Deb Peterson, Bond Sale SupervisorNice President As Bond Sale Supervisor, Deb is responsible for coordinating all aspects of the bond sale including responding to underwriters' questions concerning bond sale specifications, receiving the competitive bids on sale day, coordinating the closing, completing documentation and arranging for transfer of proceeds. She also prepares and distributes documents relating to early redemptions, defeasances and current and advance refundings. Alicia Gage, Financial Analyst Alicia works in cooperation with the lead Financial Advisor by assisting with computer modeling and financial analysis. The Financial Analyst maintains an ongoing working file with all final debt issue details and structuring to be readily , available to update and build upon for current and future debt issues. 4 Complete resumes for each Financial Advisor can be found below. Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 12 October 17, 2014 APPENDIX B1 : References City of Plymouth Dave Callister, City Manager 763-509-5300 dcallister@plymouthmn.gov City of Chanhassen Todd Gerhardt, City Manager 952-227-1119 tgerhardt@ci.chanhassen.mn.us City of Edina Scott Neal, City Manager 952-927-8861 sneal@edinamn.gov City of Woodbury Tim Johnson, Finance Director 651-714-3503 timjohnson@ci.woodbury.mn.us City of Brooklyn Park Jamie Verbrugge, City Manager 763-493-8002 jamie.verbrugge@brooklynnark.org City of Coon Rapids Sharon Legg, Finance Director 763-767-6433 legg@coonrapidsmn.gov Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 13 October 17, 2014 APPENDIX B2: Overlapping & Adjacent Governmental Units Southwest Transit Authority Len Simich, Executive Director 952-949-2287 Services provided: Debt issuance,financial planning and debt management Hennepin County Thatcher Imboden, TOD Program Manager 612-348-4191 Thatcher.imboden@hennepin.us Services provided:Advising County on transit oriented development along the Southwest LRT line. Annually review TOD and AHIF funding applications and make funding recommendations Metropolitan Council Environmental Services Jason Willett, Finance Director 651-602-1196 jason.willett@metc.state.mn.us Services provided: 2013 SAC Fee Comparative Analysis for the MCES Sewer Availability Charge (SAC) Workgroup City of Minnetonka Julie Wischnack, Comm. Dev. Director 952-939-8282 jwischnack@eminnetonka.com Services provided: Revenue bond financing, tax increment financing consulting, and developer evaluation/negotiation Carver County David Hemze, County Administrator 952-361-1510 Services provided:Debt issuance and management and tax abatement State of Minnesota Kristin Hanson, Assistant Commissioner at Minnesota Management and Budget Kristin.hanson@state.mn.us Services provided:Debt issuance Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 14 October 17, 2014 City of Hopkins Mike Mornson, City Manager 952-548-6301 mmornson@hopkinsmn.com Services provided:Debt issuance and management,financial planning, and economic development services. City of Chanhassen Todd Gerhardt, City Manager 952-227-1119 tgerhardt@ci.chanhassen.mn.us Services provided:Debt issuance and management,financial planning, and economic development services. City of Edina Scott Neal, City Manager 952-927-8861 sneal@edinamn.gov Services provided:Debt issuance and management,financial planning, and economic development services. Eden Prairie School District Jason Mutzenberger, Executive Director of Business Services 952-975-7072 jmutzenberger@edenpr.org Services provided:Debt issuance and management Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 15 October 17, 2014 APPENDIX C: Fee Schedule Our general philosophy on billing is if a client is not happy with the service, we ask them not to pay the bill. Pursuant to new rules set forth by the Municipal Securities Rulemaking Board, we will be required, as a Municipal Advisor, to enter into a written agreement with our clients for each engagement for which we are hired, describing our scope of services and the fee or fee basis for charging for the service. Ehlers is willing to negotiate a final fee schedule as part of each agreement. Debt Issuance Fees Ehlers is providing the City of Eden Prairie a choice between two fee schedules. When the City issues debt, the fee is due and payable only upon the award of the sale. The fee will be calculated based on the final par amount of the issue. Choice #1 Under this fee schedule, Ehlers would not charge additionally for any other cost incurred in advising the City on a particular debt issuance. Par Fee Per$1,000 First$500,000 $18.83 Next$500,000 $9.39 Next$1,000,000 $4.69 Next$8,000,000 $2.43 $10,000,000 to$20,000,000 $1.21 Over$20,000,000 To be negotiated Choice #2 Under the schedule below, Ehlers would charge a flat fee based on the size of the issue. An additional fee would be negotiated at the beginning of each bond sale for attending meetings, and the preparation and distribution of the official statement. Issue Size Fee Issue Size Fee Less Than$500,000 $7,400 $3,000,001 to$3,500,000 $16,400 $500,001 to$1,000,000 $9,400 $3,500,001 to$4,000,000 $17,400 $1,000,001 to$1,500,000 $11,400 $4,000,001 to$4,500,000 $18,400 $1,500,001 to$2,000,000 $12,900 $4,500,001 to$5,000,000 $19,400 $2,000,001 to$2,500,000 $14,400 $5,001,000 to$5,500,000 $19,900 $2,500,001 to$3,000,000 $15,400 Over$5,500,000 add$1.15/$1,000 With either option, multi-purpose issues or second issues are charged at 75% of fee schedule per purpose, and advance refunding issues require an additional $2,000 for added technical support per issue. Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 16 October 17, 2014 The Client is responsible for the following expenses: rating fees, legal services,publication of notices (if any),paying agent fees (if any), escrow agent fees (if any) verification agent(if any) and any fees charged for information required for the official statement. Charges for Services Not Identified in the Scope of Services Offered through the Debt Issuance Process Any additional services requested by Client that are not identified in this "Scope of Services" will be charged on an hourly basis according to the following rates: Financial Advisor $205/hour Financial Analyst $195/hour Clerical Support $100/hour Hourly rates typically increase no more than $5 per year. We do not charge for mileage or regular business expenses except for messenger and overnight services. The City and consultant may also agree to flat fee projects as needed. Proposal to Provide Financial Advisory Services to the City of Eden Prairie Submitted by Ehlers Page 17 October 17, 2014 Standard Agreement for Professional Services This Agreement ("Agreement") is made on the 6th day of January, 2015 between the City of Eden Prairie, Minnesota (hereinafter "City"), whose business address is 8080 Mitchell Road, Eden Prairie, MN 55344, and Ehlers a Minnesota Company (hereinafter "Consultant") whose business address is 3060 Centre Pointe Drive Roseville, MN 551 1 3-1 1 22. Preliminary Statement The City has adopted a policy regarding the selection and hiring of consultants to provide a variety of professional services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Agreement is to set forth the terms and conditions for the provision of professional services by Consultant for Financial Advisory Services 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 (Proposal for Financial Advisory Services) 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 January 6th 2015 through December 31, 2020 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 Fee Schedule in Appendix C of Exhibit A 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 Standard Agreement for Professional Services 2014.04 Page 2 of 8 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 Mark Ruff 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 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 Standard Agreement for Professional Services 2014.04 Page 3 of 8 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 $100,000 fire legal liability each occurrence $5,000 medical expense Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Umbrella or Excess Liability $1,000,000 c. Commercial General Liability. The Commercial General Liability Policy shall be on ISO form CG 00 01 12 07 or CG 00 01 04 13, or the equivalent. Such insurance shall cover liability arising from premises, operations, independent contractors, Standard Agreement for Professional Services 2014.04 Page 4 of 8 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 Worker's Compensation Policy, Automobile Policy, and Professional Liability 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 for the Worker's Compensation Policy and the Professional Liability Policy, shall be primary and non-contributory. j. All polices, except the 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 coveraeges required herein. m. All policies shall contain a provision or endorsement that coverages afforded thereunder shall not be cancelled or non-renewed or restrictive modifications added, without thirty (30) days' prior notice to the City, except that if the cancellation or non- renewal is due to non-payment, the coverages may not be terminated or non- renewed without ten (10) days' prior notice to the City. 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. Standard Agreement for Professional Services 2014.04 Page 5 of 8 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 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. Standard Agreement for Professional Services 2014.04 Page 6 of 8 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. 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. Standard Agreement for Professional Services 2014.04 Page 7 of 8 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: i/94i,e Its: 56u/'4-- /4-4(),),;"/Zic Standard Agreement for Professional Services 2014.04 Page 8 of 8 CITY COUNCIL AGENDA DATE: SECTION: Report of the City Manager January 6, 2015 DEPARTMENT/DIVISION: ITEM DESCRIPTION: ITEM NO.: XV.B.2. Office of the City Manager Board and Commission Recruitment Process Requested Action Move to: Approve the attached timeline for recruitment of Board and Commission candidates and set February 24 as the date for commission interviews. Synopsis The Board and Commission process typically begins in early January and wraps up with new member orientation in March. Staff proposes the following scheduled for 2015 recruitment: January 12 Application process opens February 6 Application deadline February 24 Commission candidate interviews March 3 Council appoints commissioners Late March Commission orientation