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06.17.13 Council Packet
City of Farmington Mission Statement 430 Third Street Through teamwork and cooperation, Farmington,MN 55024 the City of Farmington provides quality services that preserve our proud past and foster a promising future. FARMINGTON CITY COUNCIL Todd Larson, Mayor Jason Bartholomay Douglas Bonar Terry Donnelly Christy Fogarty AGENDA REGULAR CITY COUNCIL MEETING June 17, 2013 7:00 P.M. CITY COUNCIL CHAMBERS Action Taken 1. CALL TO ORDER 7:00 P.M. 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 4. APPROVE AGENDA S. ANNOUNCEMENTS/COMMENDATIONS a) Adopt Resolution—Supporting Dakota County's Master Plan for Lake Marion/South Creek Regional Greenway—Parks and Recreation R28-13 6. CITIZEN COMMENTS/RESPONSES TO COMMENTS(This time is reserved for citizen comments regarding non-agenda items. No official Council action can be taken on these items. Speakers are limited to five minutes to address the Council during"Citizen Comment"time.) 7. CONSENT AGENDA a) Approve Council Minutes (6/3/13 Regular) (6/3/13 & 6/10/13 Workshop) Approved b) Approve Agreement Pine Knoll Park Basketball Court Construction Project— Parks and Recreation Approved c) Adopt Resolution—Accept Donation from Farmington Fire Relief Association - Finance R29-13 d) Adopt Resolution—Accept Donation from Menasha—Municipal Services R30-13 e) Approve Reliability Service Agreement - Police Pulled 0 Approve Bills Approved REGULAR AGENDA (The Council takes a separate action on each item on the Regular Agenda. If you wish to address the Council regarding any or all of the items on the Regular Agenda,please address the item when the item is discussed Speakers will be given at least three minutes to speak per item. Additional time may be granted to speakers representing two or more persons.) 8. PUBLIC HEARINGS a) Approve On-Sale Liquor and Sunday Liquor License for Ground Round Grill and Bar- Administration Approved 9. AWARD OF CONTRACT 10. PETITIONS,REQUESTS AND COMMUNICATIONS a) Approve Online Bill Presentment and Electronic Payment Options—Utility Accounts - Finance Approved 11. UNFINISHED BUSINESS 12. NEW BUSINESS 13. COUNCIL ROUNDTABLE 14. ADJOURN Persons with a disability may request a reasonable accommodation by contacting the City Administrator's office at 651-280-6803. Request should be made 24 hours in advance or as early as possible to allow time to arrange accommodation. Table of Contents Agenda 2 Adopt Resolution Supporting Dakota County's Master Plan for the Lake Marion - South Creek Regional Greenway memo 4 Exhibit A 5 resolution 17 Approve Council Minutes (6/3/13 Regular)(6/3/13 & 6/10/13 Workshop) Regular Minutes 18 Workshop Minutes 21 Workshop Minutes 24 Approve Agreement Pine Knoll Park Basketball Court Construction Project memo 28 agreement form 29 exhibit A 37 exhibit B 38 exhibit C 43 Adopt Resolution -Accept Donation from Farmington Fire Relief Association FireReliefAssnDonation 20130617 44 Accept Donation Fire Relief Assoc 20130617 45 Adopt Resolution -Accept Donation Menasha Memo 46 Resolution 47 Approve Reliability Service Agreement NRG servie reliabilty agreement 48 Agreement 50 Approve Bills Bills 72 Approve On-Sale Liquor and Sunday Liquor License for Ground Round Grill and Bar Memo 96 Online Bill Presentment and Electronic Payment Options— Utility Accounts CM Utility Accounts - e-Utility and Credit Cards 20130617 97 City of Farmington MN Paymentus Master Services Agreement_ABSORBED 102 Merchant Agreement Chase Paymentech 109 1 �• '�cAR�j� City of Farmington 430 Third Street Farmington,Minnesota �% 651,280.6400.Fax 651.280.6899 w ww.ci.tarmingu sn.mn.us TO: Mayor, Council Members and City Administrator FROM: Randy Distad, Parks and Recreation Director SUBJECT: Adopt Resolution Supporting Lake Marion/South Creek Regional Greenway Master Plan DATE: June 17, 2013 INTRODUCTION Dakota County has completed the public input process of developing a master plan for an alignment of a new regional greenway called the Lake Marion/South Creek Regional Greenway (LMSCRG). DISCUSSION Work began on the development of the regional greenway master plan in July 2012. City staff members have been involved in four Technical Advisory Group(TAG)meetings in order to assist Dakota County staff and their consultants with the planning of a new regional greenway that includes a portion of Farmington. Exhibit A is an Executive Summary of the draft alignment for the LMSCRG. As you can see on the map that is included with the Executive Summary,the greenway includes a portion of South Creek,which flows through Farmington.The TAG meetings have included staff from Dakota County, City of Burnsville, City of Lakeville, City of Farmington, Three Rivers Park District, Scott County, Vermillion River JPO, and Dakota County Historical Society. The next step in the master planning process involves having City Council's affected by the Regional Greenway adopting a resolution(which is attached) supporting the master plan.Dakota County staff and one of their consultants will make a brief presentation about the LMSCRG at the June 17, 2013, meeting.After presentations have been made to all affected communities,the LMSCRG master plan will be brought to the Dakota County Board of Commissioners for approval. ACTION REQUESTED The City Council is being asked to adopt the attached resolution supporting Dakota County's master plan for LMSCRG Respectfully submitted, Randy Distad Parks and Recreation Director 4 E1j1f A }• ' r�I iF rt R f1 m 7 11hl � {*i i r, PaP. �� v h , h „, ak at $,�. ,.cy z fly' g 1,0 ... $ r„ .0 �•aax sue.+# _ 'waE6 ry hae�... .w L,. ...x.�..w _ t _ .. • t. + ir�Y!e } (''' ,' I Ea C :4:..!;;i.t .k1 jj 4411,L7,,,—b p 1I r� ,...... . . , ,I 7°- ''' " ' -;4'. _., T i l' r wt r„ i. EI A r , : ,1 L , 11 i 1 f(1 lk : \ i'. -- ; '' r., = .4100, — } II) tik. ,...v,': -41 1 ilkOre*%,1:, , , . . , „, :. 1 .....,... , . .1 .i g L,2 .� / I ', 4. . t.,........,. it, ,,,„ . .,., .. .... ....,, ii +Y * Taw .... _., r % , : ) r . *. , ,, „., r .vf4 4., %,,,, i 1 4 .. , , , , , Ali, ,,,. "K :.w.=.• s-- ' e'RE INFORMATION VISIT WWW. HKGI , COM/ PROJECTS/ DAKOTA a x.31. J isiF 'li4; , `. ; Dakota County Parks,Lakes,Trails r.rf: and Greenways Vision,2030 `"'`"' •.` • ':r" f' ), The Lake Marion-South Creek i �'' What's Newl Greenway Master Plan portrays a fi .41 \ ' •M.. M .Iw Y..ManMl.•M t. vision to establish a greenway from '" ;`"';;•' ; N,•.r ..Nle 1 {.�Aw,.1M.W.V4.I.n the Minnesota River in Burnsville to . N... 1` `°s,GI fnu downtown Farmington. °`"'"""w" : s The Lake Marion-South Creek A';", .7,..,.>~N. ! " 5 ' \ ■ `'' ' i Greenway Master Plan emerged from _r, '. , I '-,,,, ntoncno►utu cr•mmar,m.rrw. 1 ^�, i ` the Dakota County Parks, Lakes, ..fi ;,:4:..w ... Trails and Greenways Vision 2030 `��"�" • if and the Dakota County Greenway w.olti•cwn.aa.,.lw... 1 f`t/ I I{t ..:.L'ir Collaborative Guidebook. •.''•-',r-~ • ;•' r _ k (... . ;,�,� M. �r rww a..e.....,.,.».... k a 1".., .,�__ .• , .— fi r' a.;., r.,.....-. ..-............-..�...,...�....,.......... ..._� " aaaaaaaaaLaa ''. i (40:1:1,jIfl1 t 4¢ Dakota County envisions its greenways to provide multiple layers of benefits in water quality,habitat enhancement,recreation,and non-motorized transportation. p The Lake Marion-South Creek Greenway travels 20 miles through Burnsville, in.'I'.MC0 ` Scott County,Lakeville,and Farmington. ».«.""eves Today,the landscape surrounding the greenway is varied. The greenway travels `2. �I t f(I);I though a mix of residential neighborhoods,commercial development,local parks, w'g ! 7, , `••...• *b... .* s Murphy-Hanrehan Regional Park Reserve (one of the finest natural resource r „ ' k "4 e.."t . amenities in the area), skirts the western edge of Lake Marion, through historic "` Master Plan Purpose LU QUAUUTY I The neuter plan , ► Provides strategic guidance for future greenway development a� . �a ■ Integrates recreation. transportation,natural resource management. -'' s. . I and improved water quality rwc •�,I """l. ► Provides recommendations for natural and cultural resource ," stewardship ► Identifies a greenway trail alignment, interpretive themes,and design direction ► Recommends implementation strategies for land protection. 3 development phasing,capital and operations budgets,and funding.■ i ,. 1 Lake Mai ion-So,Ill Creek Greenway DRA£i MASTER LC Evco iv,•'Am um iy k)13 6 tr downtown Lakeville, and along the shores of South Creek before arriving in downtown Farmington.The greenway also provides a link between the Minnesota River and North Creek Greenways. EXISTING CONDITIONS ' �;� ` : iiii.r The Lake Marion-South Creek Greenway links several natural areas ofsignificance: f,1 ,,=n_. - The Minnesota River,Murphy Hanrehan Regional Park,Lake Marion,South Creek, '1 'r I! i ' . . a and the Vermillion River. Between these natural resources is a mix of suburban t development—residential and commercial areas and local parks. The greenway t l F ' also connects historic downtowns in Lakeville and Farmington. Two areas will experience significant future growth: the Northwest Quadrant in Burnsville near the Minnesota River and the area along South Creek in Farmington. Lake Marion Cultural Resources Every place has a unique history with resources with which people have an i emotional connection. Within the greenway corridor, there are parks, the Dan Patch line,and many recreational resources,both historic and current,that have r!: provided people with access to nature for generations. Places and stories of l<4, interest include:Native American burial mounds near the Minnesota River; the legendary Dan Patch racehorse;Orchard Gardens,a`flag stop'railroad depot on I the National Register of Historic Places; early resort history-the Weichselbaum 1 1,4 k Resort on Lake Marion and other resorts on Orchard and Crystal Lakes;the 40 1 at Y acre amusement park at Antlers Park;and several structures of historic age within r;,, '' , t4 .r older portions of Lakeville,Burnsville,and Farmington. j... 1 it Natural Resources ' ' A ;�.1, . 4 2 The natural resources in the area surrounding the Lake Marion-South Creek = . N e 1 .-- E Greenway consist of large complexes of high quality woodlands, prairies, and , , . -s _„ ; wetlands, mostly within regional and community parks. Murphy-Hanrehan 4 44, ' ''; '.AIES,11011107, 'R Regional Park Reserve is one of the highest quality natural areas in the metro with Swimming at Lake Marion a diverse mix of prairie, shrubland,woodland, and wetlands. Kraemer Nature Preserve,Ritter Farm Park,and Rambling River Park are also fine natural areas. ` - it - i The greenway area is also rich in water resources. Of note are the Minnesota .l, k River and river valley,Lake Marion,South Creek,and the Vermillion River. South ? * ,, 1,c w ; Creek and the Vermillion River are DNR designated trout streams and provide I I,,1 I opportunities for fishing recreation. Restoration work,including remeandering in e some areas,is currently underway along South Creek. E 0 0 a Murphy Hanrehan Regional Park Reserve Lake Marion Soiurh ei en_1;CI envwa+y DRAT I MAS1[R PLAN[,.curive%mrn.vy 7013 2 7 ;i::,i,...:. ,, t ,,.,_ ,4 { ; '.;"Ill' . Pr;a;HOd r ,; i k JC hid1 yy ,ti. i" # '�._. _ III. w �• cc -c w z rf ft w n 3 cc cc &v "� ft'� l e a 1 •' \`,.\<, 1 i',° ',,,,,,„z„; I 1L . „,�Y «; ,:. ) `fix ^R / f. •a1 .. 0 d a Li fir 1 '', 4, . M A{ `'a u l * t 1 � T• • °mo a ! •,. r v , 7 4:\ 11%; , „% e \ Pc ;Is', x F A y� S . IT y to175 r ,... IA,... .7 4'S , 3 M rI F. / c . 0. . _ _Q pCla t� f d` =o -,• ,.' — s $ r . i f g K ‘1, i ' I 1 04041.4 . , 4 .. 4 . t,. . s „ _ ,.., .i. ,, ..- "I 8 vo,' \ 'S � � ..”' i \ I ... Y ` 11 8 111.7‘616 ...'-....,,,„.. .....-.. # , ...,.....' 0 \ N ......, a -, .......1 • ._,,,:fit"- --, 4 - : ., ;____•-r---......--..„ C.. b.:-.... ...."* ........_,...--• ,■ N.. ....-r "i"-- 1,1, '— ) • f. 4.1„„ t: . •-t ____,--S---- ' lif. 1 >---. r ; k -,.....0,. o • -j f / ) •7 l'Y'r' I ; '1 1121 ,...23: Ed 4. 1 i / 1 ...w r t !MOM MI v.. r, I:=1 I 1 441:11, I . = it-w :1-- El twKisditi i w---- = I * k ss s 0. • i --1 .51 ' • I 1 i 0 , , .3 ...?, A k. ' E --- 1 .......------ ' ..--. ■ ' . i A 14) ,.---t---- a% — ‘, i 1111 . iM P war ‘-i, * s%•••-, -,. .*0 -4-7 ...'s' Uri OJ ■ E la folit _- __ 7 CO-..., . ' -,,r• 1 1,-, m -cs F I fl x 1 •".• CO ii• I L l'Aq t . ,..., ,. . t ....4 0 . f .'• i LI ' I) 4 I DAKOTA CM1111 7 1 .....1 ..... XI ' ,„.,_ -i -0-- „,, i"---SZojl(tit.. ..0..--- "---: „e-• .-- ----, e , x, I '7 '' '.- ,t . t ttPtt.(0,',.. MUM Vil I .e' IV -,wt f Eel, I . I . ...— ri = ■ I In ' 110 \ 1 ti ,, 1 t.,,,1 , . • E3 1 1 I 1 tt ' ki k./1(1111All ji -. - . - 1 ' 1 l',., , _ 1 1 - .41P` t \ , , 1 i . alageig I • i .t • t 1 ; 4 4 a? .5,...9 ,4,1,,9'. . ..,,,,,,,:dtr,....3.,,X.,, T^3...,.£1,...Sa hi.. J.e u.AV.,.' " ,,le.L4, M,44,1.1#0,1410.1119.4911.. 9 THE PLAN f''° ,:i.. The Development Plan Development of the Lake Marion-South Creek Greenway hinges on a continuous, i �ti„.,.. 1:1 I paved trail for nature-based recreation and non-motorized transportation. The F ®„..�.........p trail is a connective feature linking recreation destinations (places people go for I AIM,. , outdoor recreation), activity centers (gathering places along the trail), and trail connections. ::,f Design features that are signatures of Dakota County Regional Trails include: :an r ” ■ Follows natural resources and has a natural design signature Wayfinding is discussed as an important part ■ Frequent access points at full service trailheads with restrooms,picnicking, in the Development Plan for the greenway. water and vehicle parking(every 3-5 miles)and smaller, more frequent, Above are concepts for a Gateway Landmark neighborhood gateways between trail heads wayfinding element. ■ Paved trails that are plowed in winter -.,* "�`' ■ Grade separated crossings at major roads .4i.'i ' ► Cultural and natural resource interpretation r _ ,-',., ■ Wayfinding .,,rrM1'( , ■ High quality furnishings at trailheads,gateways and rest areas r; t.'., ,a" i ■ Universal accessibility ■ Utilizes sustainable building practices and materials Trailheads will he located at major access points along the greenway. .. ■ Lighting where evening use is anticipated Judicial Road Conceptual Section :11,'`, 5 a f t" . f ..,,k,' ... €,441:.,14-,' i 1i v7 2 PtR4y t ; . �" .,0°.' l�� � 1 , , 4 '° � , �+xs ° � �' � e r .( t4 4 i 1 i ',;1E° .::',,,,,,,,:..,-'10.! : g �"k x s , \'-',4:.:7,, td ° 1' s ti t a ,°a t s, r z � ` ,-.; ' 4,-,, d,, , ro 4 4rk 1:-:' ,,,,„,,,,, ,A, , % ' 0 F t gAk rx 3 a I t Ike" - , Existing ditch with Judicial Road enhancements including Existing trail enhanced to tellante resident uldeo Icp:ncnt ■ shadetrces and native mot greenvraystandards grasses , 5 1ak-Aarion-for.lhC:reckGTCCnt,<yOf,/"i!ASPiRPl1' [xecurireSrma■irryl0lt t `Zk: 10 ■I- ' , . ,,,,„ . ,. ri ,..., ,,:,,,,,, .., ..,,,,,,,,,1I I ., Ari dV u°!a. i iii 1 3;i,!? , 'si'-,; -- Enhancements to at-grade crossings will improve safety RIDEBIKE LOOP Q 1ISTO BO `LARD`._- _= Outdoor furnishings,such a_ . , - - -, ...•'''dlighting,wll . c.0 ' 'i' 'leniently , • u� ,._„ .- per, along the greenway for resting and safety. ' j rae separate'ir s ngs will be used to cross major roadways or railroads. The Interpretive Plan The interpretive plan identifies an interpretive theme and sub-themes that provide a framework for cultural and environmental interpretive education. The plan recommends that the theme and subthemes be integrated into the greenway design _x.. and interpretation concentrated at trailheads and neighborhood gateways. } . Interpretive Theme ,4, A Place for People:Lake Marion South Creek Greenway continues to provide abundant recreational opportunities to an evolving community. If r Subthemes ` . ► Active Living- Counting the Benefits: Historic and Current Recreation ,ti t Opportunities in the Corridor ► A Changing Community Identity:A Distinct Urban Fabric k 41' -fly N i r i fib' jt, r ` 1 1 ► A l'opulation Sin It We Celebrate the Changes and Respect the History that Shaped cal y' 14 ,, � tCnin)unity r u:$ -. - . k I ) `rkn l k i i ion S. tth CI eek C'o eenv.ay I)tAE I /a lI KA [vow sum Tory 203 6 11 The Stewardship Km . kGreenwayIlabitatIavestmentAreas i . The linear nature of this. eiihrior1~ K ;7,;.1� ' ' r• •' i t. , r I .f t5, 1, South Creek Grecnway will acquire •t114r,rN, ,,,,,,d•yhWl,, ° 11,10115114 Its Intl nt✓nf 14m i ..... .. �.1 natural resource management' '' i t t. � F . •Potirt IL Ll y ,nit,Arhlnlel i 1 ! • +di✓ 0.111Altulto.1.11 A strategies that are gpdricaliy t t° targeted, cooperative, and realistic. _ . s X The plan recommends restoration -, r ,.� c '�› - and protection efforts be focused on «.: Jr tr. '" .;75 . ,l z•' --:".,'• �ir, • the trailhead locations,where there is •a;r;,^;;at/1rr^w,1 - 1�` j il(ii.P»i. 1 + 1. 1 ,-' Ink 1ldrinn;aulh Cltr} ) •C✓,r1.n•f1,10. l.. . ,-' , i 17te%•tlxny 1 - ........fl lldtl the greatest opportunity tar greenway t � � j tramcar R':'rnl,ct • A F.ftPnlnl I,:trunl-ii users to see the results of activities. - t, a —Ia..�,MS.._9, .I,"1 '.,Wl F8, 1.611 Stewardship activities in the larger ✓ 7' •010 mot u llmr2✓ t 'n Stl r.i rlw,5'tdt M F, t, p • •[1•Irrs.;l t Iln u lxloh of lM 7 �` ' /n-est/woe moth,PlAki hlr 1 v.,%t fw not,d,,,,,,,„5,,,,t,,, greenway corridor will razed to be in > h 14. ,, ,:nl ,,i• 1 j artnharPtarlsrMe cooperation with public and private I •f.n,.l ',•.,.,a5 :'IA. - - i'<uHletr t ttllttritrit}r thaw o1 11 N, 11 1 4 d n.6, IrIG•tdtrt-rnrtcr, N10,1 5 P jA I11 J.'d landowners. All stewardship actions ,,rdu worn 1 y �•�' fMts ti ileum./der�Awl•1 I. Ii .._—1T'_ tla,e I should be evaluated through the lens r;; tiI. 41.'LN0.'04° f of sustainability — is the stewardship k•5 a 11,1:.1: i =..,r. , idn$tffmaltfltUt,rr� , I■ .∎ . r! ,1,• effort sustainable over the long-term, � � / I ■l•Ylanlluia tl (.rut.,: from both an ecological and economic ` •t MNewdNr ,, . perspective. ' ,ell Nr.r tenor i, 1',1.1.r ' Alp:r rr4 1 '14 •1 A.n•ednd01 t ,:+a: i ,,..Y' 4' rll1bMilld[tS',,0I ,. '•1 I i '' I � •�•IAr1110L rrf l j1 df lit/xIWt1A11 W I, f l � l \T;•`-. #MPLEMENT T#ON & '.1 i>t.t.:'A•.t —_ .• <i • F • ►1 11710CAniAl4! . , IVIANAGEMENT .AP-ili1rrsoMato. 1 1 n1•AL-M'+q o•rml I. fits•M[8! ��..� ...`s _ , i 1nf Su°1,.1•H w••Mrs ff'neeryr 1 5'KAYJrn 44WAIuKq rd*MA ^• / +.ii �2}! n 1 _� ►/15`f 11N,nc II .,a - lmplementation will depend on multi- °`""'"'"` � - "�•.....!- i jurisdictional collaboration. Without lr' 4''4 • "" .1'i ....i�t l continued coordination between the communities and agencies that the 1 greenway travels through it is unlikely I t the greenway, as it is envisioned, will ' f be built. While the 30' regional trail 1 corridor will be the jurisdictional and operational responsibility of Dakota County,the larger greenway corridor will be governed in many ways depending on the situation and land ownership.As greenway segments are built,formal joint powers agreements between Dakota County and collaborating agencies will need to be established to outline specific agency responsibilities. These agreements will outline who has control over the trail right-of-way,as well as who will operate and maintain the trail and how they will do it.Similarly,responsibilities for land acquisition,construction,stewardship,operations,and maintenance will depend on the particularities of each segment. 7 Lake.Tildrion- olll'1 Creek Greenway DRAFT MASTER PLATT twuilve Swum'y2013 12 Land Protection And Stewardship Dakota County's greenway concept expands the traditional concept of a corridor to include recreation,transportation,ecological,and water quality components in a 100'-300'corridor. Because securing the entire width of the corridor it is not feasible,a dual approach to securing greenway lands is recommended. ■ Land Protection-protecting land is essential to make the greenway usable to the public. For the Lake Marion-South Creek Greenway, this means securing lands needed for the trail corridor and trailheads.For land owned t b by other public agencies,Dakota County will need to permanently protect ,# '• the trail corridor and trailheads for greenway trail use with easements Sunset Pond or joint powers agreements. For land that is currently privately owned, the County will need to protect the trail corridor for public use. Land protection strategies include:park dedication,direct purchase with resale of land not required for the trail, permanent easements, land donation, bargain sale,life estate,and negotiations with cities and developers. ■ Land Ste►varrlship - refers to the care of native landscapes and habitat • within the wider greenway.Generally,Dakota County will not be the lead agency in stewardship activities outside of the 30'trail corridor,but will r`' work as steward partners with local jurisdictions, agencies, and private ' landowners with funding and expertise. Phasing and Priorities Rudy Kraemer Nature Preserve Greenway segments have been prioritized as either first priority projects or second priority projects. It is anticipated that first priority projects will be built in advance of second priority projects but the Master Plan remains flexible so that any project • a, w,.• can be implemented as partnership or funding opportunities arise. T,p6` a; ` �. ■ First priority projects are those that are needed to create a continuous, functional greenway experience. It is intended that recreation, water j wA quality,and natural resource elements be integrated into the greenway at �' the tune of initial construction. ` ' vl, ■ Second priority projects will enhance the greenway experience. These >' >b ,,j@' are things such as:grade separated crossings;trailhead development;and South Creek enhancements to existing trails such as landscaping, habitat restoration interpretation,wayfinding,benches,trash receptacles,etc. I ako Mai nn Sntdh.u iNde,C:rtaranwrty NMI 1;ASTER AN[VI titive Suntory 7013 8 13 Funding I-tke Marion-South Creek Greenway North Priority Projects es ,..,: ,mom P TINTIAURIGGERS/PART ERS Funding will also be a collaboration between the •,, :-: . County,cities,and other agencies as appropriate. IN T's lMead atMN River Regional Greenway Long Term Part°MMinnesota Rivet Greenway . Cost share roles will be determined based on er, way(Along Minnesota River to Hwy II) lengkerm Pmt orMi n,s ta Riser Gree ray • the strengths of each agency and circumstances ©Grade separated crossing atlH 13 lot of each project. In-kind contributions of land, D Gateway at Rudy Kraemer nature Preserve 1st easement, design, engineering, construction, ©Greenway(through Rudy Kraemer Nature Preserve) 1st iaintenance, and operations are encouraged ICI Greenway(Rudy Kraemer/LIMN Preserve to Williams Dr) 1st giiiand will be outlined in individual joint powers Greemvay(Williams DrtoludidalRdto Howell Park) Is Improvements to greenway(Howell Park to Sunset Pond Park) 2nd agreements between agencies. 11111 Gateway at Sunset Pond Park 2nd gri Greenway(From Sunset Pond Park(.P.R&D corridor/GAD 42crossing) 1st It is anticipated that most future capital projects © will be positioned to secure regional, state, Improvements to grade separated crossing at(SAH 42 1st Gateway at Rose Park 2nd and federal fiends for recreation, water, and Greemvay(Rose Park to Kelleher Park) 2nd habitat and that these sources will account for -Gateway at Kelleher Park _ 2nd the majority of capital construction costs. in ',..,;,.„.,, many cases, but not all, Dakota County, as the -, to be mstep!annedbyS .;10 regional agency, will be in the best position to ®I6;rth'raj Rrr.rdait'w ply;; 0trtra 11.0 pursue outside funding. Examples of outside Gr,n way through Scott i°. C,OiL-r, lo Le maskrplanMdlry sou t°nRPD funding sources include: U.ttet•,ayatMmphyHaerebauPdd: hy0hr1 00 0 ®Sr-n:r:ry(MurphyllanenhanParktolh';11iS;t t erne • NPS Rivers,Trails,and Conservation nil Grade separatedrrossingat185thstPe 1st Assistance Program lall Greemvay(185th Sew through Fitter Farm Park) 1st -_ ► Federal Transportation Grants(MAP 11111 Tratlheadat Ritter Farm Park 2nd 21) r• rttt !,__ EllOverpass at Interstate 35 Existing -■ ■ Minnesota Department of p Gateway at Casperson Park 2nd Transportation p ®Greemvay(Interstate 33 to 205th5tW) 2nd ► Minnesota Department of Natural ®Gateway at south end of Lake Marion 2nd ® Resources Grade separated crossing at 205th 51W 2nd _- INImprovements In greenway(Along 205th 51W toAntlers Park) 2nd ■ Minnesota Pollution Control Agency ®"(railhead at Antlers Park 2nd ► Metropolitan Council ®Greenway(Antlers Park to Dodd Blvd) 2nd -_ Greerstay(Dodd Rind to((P.R&I line) 2nd ■ The Enviromment and Natural ®Gateway at Downtown Lakeville lot Resources Trust Fund m ilotUsed _ ■ Clean Water, Land,and Legacy m Greemvay(20,3th Salto McGuire M.S.adjacent toRR) 1st Amendment Funding for animal operating and maintenance costs for the 30'regional ■ Watershed Management Organizations trail corridor and trailheads will primarily be the responsibility of Dakota ■ Foundations and Nonprofits County. Annual operating costs are funded though the Dakota County General Fund Budget and from regional park allocations from the ► Statewide Health Improvement Metropolitan Council. In situations where there are efficiencies in local Program(SHIP) jurisdictions performing maintenance and operations,Dakota County will enter into a joint powers agreement outlining responsibilities and cost sharing. •I r, It 9 l Ake bite I}1-Soft h CI. c:Grecliwity DGArT MASTCR Pi At 1xerttiit•,'Sunmuy/U13 ' 14 Lake Mario It-South Creek Greenway North Priorit Projects ------ .4.f, 1 f Iff., I '..f. 1 ■ c:-,-. /7/ ? , ..'...'., ..... Existing . // . ' . First Priority Project .„. I • A \ , , , Second Priority Project 7.2 00, 4i) r ii; Long-Term Project/ [ ' r-J. e- Minnesota River Greenway ' C * C st .„.,.,.,-., ,. ..-, ,';-:,,, B Others : ak lair, t IzAffil u E 7.......k 1'44' I MINNESOTA,it, ., . '''-' ,:-,,,- ‘F •-' 1 v pRoJE-s-J,,,,,,Ty,k:iktir4.,,,,,,„ ,,,,,,4.t,,,„, ,,..,;... .i.i„::,,,,,,,,,,,,„,,..,„-....:--.. pRjoitiiv POTENTIAL TRIGGERS/PART- ,,,,,,.,',i' '',,, t.',4-, ',—'.--,---e,''' -.Y.':, ''',- ' -' NERS n. mu .'' t . -; '. . .,i'l.'2...'...."L.__ .,.., ' r\s ,—, ' t, HH Greenway(McGuire M.S.to Hamburg Ave) 1st 61( , i ' II Grade separated crossing at Hamburg Aye r -.0 1st C c, YAM --- K A Li t ii Greenway(Hamburg Ave to Cedar Ave) 1st il. —6 ' ....:9yt, ' 8,,.,11:1.81!.4 ,Lis,,,V.,,, KK Grade separated crossing at Cedar Ave 1st L L Greenway(Cedar Ave to Flagstaff Ave) 1st MM Grade separated crossing at Flagstaff Ave 1st A R.7911';',4'1 i 1 ` ,,:. N N Gateway at Flagstaff Ave 1st Dv, /Alignment in Scott County to bel 00 Greenway(from Flagstaff Ave along South Creek) 1st +imasterplanned asa future L----- - ---:-.'42:- .. f f Stott County-Three Rivers Park' 2a,2 pp Grade separated crossing at Pilot Knob Rd extension lot In conjunction w/road construction j..(Oistd(t Partnership ' / . H IN Greenway(Along South Creek to Spruce St) 1st MURPY. ' '. abaft NANREHAN: , ' RR Gateway at Spruce St 1st PAM RESERVE, — \ SS Greenway(Along Spruce St to Spruce St/South Creek Bridge) 1st ,.R','ppm ' y N TT Grade separated crossing at Spruce St/South Creek Bridge 1st ;'-im,,,P" ` s" Uttla■ : U U Greenway(Along South Creek) 1st 1 1. .;:, ',- 4 f OSUMI 10.,At .1; b VV Grade separated crossing at Denmark Ave/South Creek Bridge 1st -r-• ,,,,1 c., Ciro ......1 ..... - - ,_ ,,i_ ww Greenway(Denmark Ave along South(reek) 1st p 1*'''' Greenway(to Rambling River Trailhead) 2nd Rambling River Trailhead 2nd .. • ri-j-pt ilq g FZ1611PARK „,, ! iii • 1 s I \' 1- c. F I 4 -' .y.2.:,,. . rGliSto NW) 7 EE -P-1-1- ,l/AV,.-14.1 7 - 1 '4,,y to W=V. ' ---u41K— c p uu-twiAl . i i - HH ----T--s .....,m, - SS-- ..JJ- . - .00 'IQ- 1 ," 'LL AT' I., itiAK0TA(ounn. t 1' ..., ,.... lVliVIAN ' . , scolt="-- ,.imol.„,.,, ---::::),--, v 1 Li .......... I II 0 ON ,?..orts1 ti 11 il ,f'''' L .1 k ' • , . '444.• i, 1' : Lake Ma t ion-Soutli Creek Ore enwtty DRAFT(ACT(a PI Alt f warm,ClifillWy 2013 10 15 ^' 1L•�i. �• • ,[5 : J it'. 2k �I b R qi11� � F L7i r. � , w �• c' ` 5 T 9 :U # k f. kr� . ,Ft,..,- ifi ir_./ -':••. ,._ :egg...• •c.%t .ra` { f^'. � [ ' .,•?;' G� i• y� k � ivEF Gq! ' ? .a'•ra a 'y * fir ti e q i'i. is : ti i. 4•::',..„,..,.;∎:, a1,47 q �sw L ' S ..rd. . 7r- r . Ss••: r,.. .k:3°• *il 7 � +ra`.�a``� �(�.6 *c •i.....0 l: (l:•S h �'.�y 7.`.• T �lid. s „,..,•,- �r•i u 4 v ��,i'1 +} �- V �;` �. �.��7 ' E-.-4•b r ..�".,7Y�y .ttE,,�e.,�cti\� iy: '.'0' 4,,,--,,,� ' ,, 4 • j t y i•s �. '{�t�,tK r ,u = ,,u. STyner . t •9a ii n6 bh•t �f� , e a, ,, {�. i4?,hkkyl, i Q U'E?, vL�R 'S.! y:►...21-1-..,; �4 , � Y w3 R i � / i .Y n ,,p..; S HJn ' • '- - 4' . i 1 . ! .. L' 1 KEjMA IOF-sotJ1H R .EK GREENWAY M1'AA'STERPLAN 1 2013 1 1 ik , .; . ., .t., ..:/ ..... , , I � , • „ � �iii �. .. t , 1 : 0.y 1 . .... ,i,It'".'' ' ? w K II z J 'k, 1 4 e. ... . ,.:, l RESOLUTION NO.R28-13 A RESOLUTION SUPPORTING DAKOTA COUNTY'S MASTER PLAN FOR THE LAKE MARION—SOUTH CREEK REGIONAL GREENWAY Pursuant to due call and notice thereof,a regular meeting of the City Council of the City of Farmington, Minnesota,was held in the Council Chambers of said City on the 17th day of June,2013 at 7:00 p.m. Members Present: Larson, Bartholomay, Bonar Members Absent: Donnelly,Fogarty Member Bonar introduced and Member Bartholomay seconded the following: WHEREAS, the City of Farmington staff members have been working with Dakota County on the development of a master plan for a regional greenway project that would bring new recreational and open space opportunities to the City of Farmington; and, WHEREAS, the unique approach to trail design outlined in the regional greenway master plan will integrate functional use, scenic value, historic and environmental interpretation,water quality improvements, and ecological restoration; and, WHEREAS, the proposed regional greenway is an identified unit of the Metropolitan Regional Park System Plan and will establish a link between the Minnesota River and the Vermillion River through the communities of Burnsville,Lakeville and Farmington as well as a portion of Scott County; and, WHEREAS, the regional greenway master plan was developed in accordance with the 2030 Regional Parks Policy Plan;and, WHEREAS, the alignment is identified in the master plan with the City of Farmington's 2030 Comprehensive Plan;and, WHEREAS, the development and operation of the regional greenway will be a cooperative effort between Dakota County and the communities through which the regional greenway extends. NOW,THEREFORE,BE IT RESOLVED that the City of Farmington hereby adopts this resolution in support of Dakota County's master plan for the Lake Marion—South Creek Regional Greenway. This resolution adopted by recorded vote of the Farmington City Council in open session on the 17th day of June,2013. Mayor Attested to the/?-7'4 day of June 2013. C� Administrator SEAL COUNCIL MINUTES REGULAR June 3, 2013 1. CALL TO ORDER The meeting was called to order by Mayor Larson at 7:00 p.m. 2. PLEDGE OF ALLEGIANCE Mayor Larson led the audience and Council in the Pledge of Allegiance. 3. ROLL CALL Members Present: Larson, Bartholomay, Bonar, Fogarty Members Absent: Donnelly Also Present: David McKnight, City Administrator;Robin Hanson, Finance Director;Kevin Schorzman, City Engineer;Brenda Wendlandt, Human Resources Director; Cynthia Muller, Executive Assistant Audience: Timothy Pritcher, Jessica Jackson, Jerry Rich,Alia Dawoch 4. APPROVE AGENDA Councilmember Bonar asked to comment on items 7b) Cingular Wireless Lease Amendment and 7c)Acknowledge Resignation Solid Waste MOTION by Fogarty, second by Bonar to approve the Agenda. APIF,MOTION CARRIED. 5. ANNOUNCEMENTS 6. CITIZEN COMMENTS Mr. Jerry Rich, 20647 Cypress Drive, has lived here for one year and they are delighted to live here. He appreciated staff and government officials for the good work they have done and their service. They were especially pleased with staff being very helpful with utilities when they moved in, and the City calendar which obviously requires a lot of effort. No other place they have lived has provided such fine service. They are informed,the information is there and handy and is well worth the ways we support the City to receive the calendar among other things. As a newcomer,he is puzzled that the City is allowed to run a liquor store. He has no objection, but is puzzled that a City can be involved in commercial business that way. He is aware the City studied this last year, and that there is relief that the problems have been solved and are making a contribution to the City once again. In his opinion that would be the ideal time to liquidate the business;the best time to sell a business is when it is making money. But that is probably not on the radar. He heard at a previous meeting,that Council is pleased with the progress there, as you should be. If he had a preference he would be in support of the City examining that and fmding the time to exit that kind of business or any kind of business that puts you in competition with private business that does so much to support the City. They enjoyed Dew Days last year and it is remarkable they were here last year 18 Council Minutes(Regular) June 3,2013 Page 2 when the pig refused to cooperate. He wanted to take the opportunity on their first year anniversary to express his appreciation. Ms. Jessica Jackson, 22446 Cantrel Way, they just moved in in September. They have a concern about their area and spoke with a couple neighbors. She was told the previous owners went bankrupt and the bank took over the property, but no one maintained it. Now they have an issue with the open lots and the fields. There are a lot of small children in the area and they have a concern with safety. Behind their house there is a big dirt hill and she would like to have that addressed, or have a point of contact to have it leveled out. Then they can help maintain it. Staff will work with her. 7. CONSENT AGENDA MOTION by Fogarty, second by Bartholomay to approve the Consent Agenda as follows: a) Approved Council Minutes(5/20/13 Regular) b) Approved Cingular Wireless Lease Amendment-Engineering Councilmember Bonar stated cell phone antennas are attached to water towers. It is important to have a reliable network for cell phone activity and water towers serve as some infrastructure to provide cellular communications. The revenue streams and agreements can be discussed with the Water Board at a future workshop. Councilmember Fogarty noted the Water Board has also been approached about a wireless communication network for Wi-Fi. Councilmembers should also be updated on that issue. c) Acknowledged Resignation Solid Waste—Human Resources Councilmember Bonar asked if this position will be replaced. Staff does not plan on replacing the position. d) Approved Agreement with Louis Schmitz Foundation—Parks and Recreation e) Approved Bills APIF,MOTION CARRIED. 8. PUBLIC HEARINGS 9. AWARD OF CONTRACT 10. PETITIONS,REQUESTS AND COMMUNICATIONS a) Receive Cable Franchise Renewal Needs Ascertainment Report—Human Resources Human Resources Director Wendlandt provided Council with a copy of this report. The Cable Commission hired a consultant to perform the needs ascertainment. The report outlines the project, presents findings and recommendations regarding current and future cable related needs. At this time Council was asked to receive the report. Council may be asked to formally recognize the report at a later time. Councilmember Bonar was impressed with the depth of the report;the consultant did an exceptional job in looking at strengths and weaknesses and providing a tremendous amount of information through public surveys. At the workshop next week staff will bring information 19 Council Minutes(Regular) June 3,2013 Page 3 regarding PEG fees and will be asking for Council direction on where they want to go with those in the next cable franchise. Throughout the year as we get into negotiations, staff will bring information forward as its available with the final agreement in mid-2014. 11. UNFINISHED BUSINESS 12. NEW BUSINESS 13. COUNCIL ROUNDTABLE Councilmember Fogarty: Congratulated the Farmington high school seniors who will be graduating on Friday. There are three Councilmembers who have graduating seniors this year. Next week is Dew Days and the full lineup is available on the website. Events will be held downtown. Councilmember Bartholomay: Asked if a date has been determined for a joint Council/school board meeting. The school board has agreed to this and a date will be set. City Engineer Schorzman: We will tentatively be starting seal coating later this week. He encouraged people to check out the website in case of weather delays. Mayor Larson: The Downtown Farmington Farmers' Market will be held on Thursdays, June 13—September 26, 2013. There will be 20 vendors. Free market bags will be given away to market shoppers. He encouraged residents to shop local and at the Farmington liquor stores as the profits do stay in Farmington. 14. ADJOURN MOTION by Fogarty, second by Bartholomay to adjourn at 7:19 p.m. APIF,MOTION CARRIED. Respectfully submitted, Cynthia Muller Executive Assistant 20 City Council Budget Workshop Minutes June 3,2013 Mayor Larson called the workshop to order at 5:02 p.m. Present: Larson, Bartholomay, Bonar, Fogarty(arrived 5:37 p.m.) Absent: Donnelly Also Present: David McKnight, City Administrator;Robin Hanson, Finance Director;Brian Lindquist, Police Chief;Randy Distad, Parks and Recreation Director;Kevin Schorzman, City Engineer;Todd Reiten, Municipal Services Director;Brenda Wendlandt, Human Resources Director;Tim Pietsch, Fire Chief;Cynthia Muller, Executive Assistant The purpose of the workshop was to discuss the 2014—2015 budget. The City will be receiving LGA for 2014 amounting to$245,592. LGA funds will be used for one-time purchases. Levy limits have been set at 3%and the City is waiting for further details. Effective for 2014,there will be no sales tax charged for County and City purchases, amounting to approximately$60,000 in savings. Councilmembers agreed that LGA is one-time money and should be used for one-time purchases. Councilmember Bonar would like to have further discussion on the disbursements. The current draft budget shows a 5.19% levy increase. The Administration budget is down and the Human Resources budget is up due to moving an employee from Administration to Human Resources. Also,the half-time receptionist position will be moved from Administration to Finance. The Finance budget is up $60,000 or 11.64%over 2013, due to an increase in personnel costs of$20,000 for a position reclassification, and movement through the step system by one employee. Costs associated with the audit amount to $8,000, and LOGIS is increasing by $4,000 to match actual expenses from previous years. Premiums for risk management insurance have increased by$24,000. The Police budget is up $187,000 or 4.64%over 2013. The Police Patrol budget has increased $11,000 due to not being able to transfer equipment from the old squads to the new squads. Workers comp and holiday overtime compensation costs are now included in full in the budget amounting to$53,000. The Investigations budget includes an increase in supplies of$15,000 as purchases have been delayed for a number of years. The Fire budget is up$311,000 or 38.71%. Workers compensation costs for volunteer firefighters have been charged to the City for years, but not assigned to the fire department budget and were spread out over other budgets. For 2014,this is an increase of$24,000. Uniforms have increased by$8,000. Training has increased by$23,000 due to increased training and loss of state reimbursements for annual training. The building repair budget has increased by$61,000, vehicles by$125,000 and machinery equipment by$45,000. Engineering, Municipal Services, and Parks and Recreation are all stable from 2013. The transfers budget includes annual costs for seal coating,trail maintenance, EDA operations, and building maintenance fund. This budget increased$30,000 or 6.9%because of moving the cost of trail maintenance from the Parks and Recreation budget to transfers. All union contracts expire at the end of 2013. There are no 21 Council Workshop Minutes June 3,2013 Page 2 personnel additions in the budget. The amount of the debt levy has been increased by$80,000. The CIP is included in the budget at a cost of$125,000. This is the first of seven years for a $125,000 increase/year to fund the City's street and equipment CIP. A$20,000 ice arena levy has been included to cover any loses at the arena. In 2014, $14,000 will be used to purchase skates for rentals during open skate. In past years,we have not levied enough, and now we need to catch up. Revenues are budgeted at $1.7 million. Half of the funding for an SRO is included in the budget, but this depends on school district approval. Building permits are up slightly based on the past two years, but we are still being very conservative. The net levy is$9.06 million, up 5.78%or $503,041. In 2013 the City received fiscal disparities amounting to $2,195,874 and we are waiting for the 2014 amount. Residential property values are going up, along with commercial and ag land. Industrial land values are down. The major change to revenues for 2014 is receiving Local Government Aid(LGA). We are scheduled to receive$245,592. This money will be used for one-time purchases that are non- operational. Such as: Police Department-$10,000 exercise room equipment; $750 sandbags Building Maintenance Fund- $20,000 building maintenance projects Streets- $2,500 street signs Fire Department- $45,000 Chief's vehicle; $60,000 brush truck and skid unit; $25,000 blast recoat floor at station one;$21,000 concrete apron at station one;and$16,500 fire bay painting at station one. Fire Department items will be discussed further at a July workshop. Councilmember Bonar mentioned the City's health insurance offers a health club discount. He suggested using the$10,000 for police exercise equipment on new carpeting in the police station instead. There are places within the community for exercising. Police Chief Lindquist noted the weight room is open to all employees. It is very important for officers to keep in shape and it has reduced workers comp and sick time. If there is an emergency, the officers can quickly respond from the police station. The equipment is 12 years old and it is imperative to keep the equipment. Councilmember Bonar stated they will have to agree to disagree, as this activity is available on the open market. Mayor Larson stated LGA money will be used, it is a one-time purchase, we have the room and it is a great benefit to employees. Human Resources Director Wendlandt added the wellness program is great and this is a piece of it. It reduces insurance premiums and is a benefit to the organization. Councilmember Bartholomay previously felt this is a want versus need. At first it appeared as a want, but staff says it is beneficial so he will support it. City Administrator McKnight stated there is still$45,000 of LGA left to assign. Councilmember Bonar stated we have a 3%levy limit, and our levy now is at 5.8%. We have to try to gain the greatest long term value with LGA money. (Member Fogarty arrived at 5:37 p.m) Mayor Larson stated we have to get down to a 3%levy increase. Councilmember Bartholomay noted inflation is up 1.9%next year. We should increase the levy by that amount to keep up and with the CIP at 1.46%,we are over 3%. Councilmember Bonar suggested a three-prong approach and asked staff to come back with a 1 —2—3% levy increase and what that will 22 Council Workshop Minutes June 3,2013 Page 3 include. City Engineer Schorzman stated with a 1%increase the CIP is out. Councilmember Bonar stated the CIP would not go away, but may be a smaller CIP. Mayor Larson stated we are finally seeing proper financing. The CIP as been on the list and discussed for five years. We can't do 5%, but will be at 3%. He noted all Councilmembers wanted the CIP at previous workshops. Councilmember Fogarty was frustrated with the state controlling local budgets. Until we have solid numbers, we can't prioritize items. She cannot see anything less than 3%. City Administrator McKnight will prepare options for 1 —2—3%levy increases and see what Council supports. The Fire Department workshop in July will include a discussion on equipment, building maintenance, clothing, and retirement. Parks and Recreation Director Distad reviewed a report on the Rambling River Center. The net operating loss has decreased from 2009—2013. In 2009 they moved into the new building. Currently,20—25%of the budget is recovered in fees. He will contact other cities with a cost recovery survey. During open skate, customers are turned away because we do not have skate rental. Staff is proposing to buy rental skates and rent them for$3/pair. It is estimated 500 pair will be rented per year. As other cities also do this, Councilmember Bonar saw an opportunity for joint purchasing. Other funds will be brought to Council after July. MOTION by Bartholomay, second by Fogarty to adjourn at 6:03 p.m. APIF,MOTION CARRIED. Respectfully submitted Cynthia Muller Executive Assistant 23 Council/Planning Commission Workshop Minutes June 10,2013 Mayor Larson called the workshop to order at 6:30 p.m. Present: Larson,Bonar, Donnelly, Bartholomay(arrived 6:35 p.m.) Rotty, Bjorge, Franceschelli, Kuyper, Primmer Absent: Fogarty Also Present: David McKnight, City Administrator;Robin Hanson, Finance Director;Brenda Wendlandt, Human Resources Director;Tony Wippler, Assistant City Planner; Cynthia Muller, Executive Assistant Audience: James &Kim Dralle, 413 Spruce Street MOTION by Donnelly, second by Bonar to approve the agenda. APIF,MOTION CARRIED. Housing Maintenance Ordinance Discussion Assistant City Planner Wippler presented a draft housing maintenance ordinance for discussion. The main components are: -All protective treatments must be kept and maintained in good condition. -Walls must be kept free from holes, breaks, loose or rotting materials;and the structure must be adequately weather proofed to prevent deterioration. -All exterior building structure projects that require a building permit must be completed within six months of building permit issuance. -Outlines the duties and power of the City's Building Official or designee in regards to the enforcement of this ordinance. -Establishes a procedural process for notifying the owner of the non-compliant structure. -Establishes a violation for non-compliance. The ordinance deals strictly with residential properties. Chair Rotty summarized the concerns of the Planning Commission. The commission felt this is the right step for the community. They wanted to know Council's expectations on the extent of the ordinance. Is it certain homes that fall into an area of being run down and taking a long time to repair or is it regarding chipping paint and curling shingles. Is it high level or everything? Mayor Larson stated his thought with this ordinance is to avoid having homes in disrepair for prolonged periods of time. Councilmember Donnelly felt it was unfortunate we have to consider this. This would target poorly maintained homes over a long period of time. Many cases are owners that have not pulled a permit to make repairs;they just let the house go. The ordinance is not for broken windows or rotten siding, or shingles. Chair Rotty stated they need to look at triggers and consequences for violations. Communication will be key when this is effective. The process will start when a complaint is received or there is a life safety issue. A level of decay needs to be determined. The commission also had an enforcement question. It needs some teeth so it cannot go on for 20 years. We also need to 24 Council/Planning Commission Workshop June 10,2013 Page 2 communicate what the ordinance is for. A lot of residents could take this the wrong way. This is for homes in disrepair over several years. Councilmember Bonar suggested using the wording, "chronic,nuisance property"to narrow it down to neglected properties. We should also include an appeals process for those who feel the City has gone too far,to either the Planning Commission or City Council. The process would be a complaint is received and it would go to the Building Official. He would inspect the property and so we need to determine a trigger for the level of disrepair. Lakeville does a percentage of a wall. In other cities,the inspector will make the determination and write it up on the spot. The Planning Commission will discuss trigger points, and then it needs to be reviewed by the City Attorney. After that,the Council and Planning Commission should meet again. It will be discussed at the July Planning Commission meeting. (Planning Commission members left at 7:05 p.m) Cable Franchise Update/Discussion Human Resources Director Wendlandt asked for Council direction on PEG fees that cover public, education, government access channels. PEG fees have remained at $.50 for 15 years even though the agreement allows for increases. The Cable Commission recommended a cap for PEG fees at$1.90 and to give Councils the opportunity to increase PEG fees over the life of the franchise. The commission has started the cable franchise renewal process and when they go into negotiations with Charter,PEG fees will be one of the items discussed. Councilmember Bartholomay asked if we can negotiate to utilize an app to watch meetings. Staff noted right now we negotiate access channels and we are on a lower level number. Franchise fees applying to the internet has not been discussed. Councilmember Bonar stated if the cable provider has TV on the go, is this the opportunity to talk about the future. Staff stated Video on Demand will be part of the discussion. Franchise fees are on the TV portion, not on the rest of the bundle package. In the last two years, franchise fees received from Charter have gone up $17,000. The needs ascertainment showed there is an interest in maintaining the public access channels and adding more programming to those channels. The term for the franchise would be ten years. The current PEG fee is $.50/subscriber/month. It could go up to $1.90. Councilmember Donnelly noted it costs us $19,000/year to broadcast meetings. Staff noted we are paying the cable commission$44,000 for Council, Planning Commission, State of the City, equipment, etc. Right now, meetings cannot be viewed on Ipads. Apple only allows QuickTime. We do not run on those formats and part of that is our equipment, our abilities,the software we have that runs our programming. Mark Moore has been looking into QuickTime, but some of it is lack of time and lack of ability to do the programming. Farmington,Apple Valley and Rosemount will be replacing equipment, so we should have more capabilities. Some of that will depend on staff time and those that have the expertise. Mayor Larson asked if we can put recordings on a UTube channel to watch meetings on an Apple device. Staff noted Mark Moore would have that information. Part of the struggle is the equipment we use to broadcast;it is not like a video 25 Council/Planning Commission Workshop June 10,2013 Page 3 camera. We are still using analog to record meetings. Charter is digital, but is also still operating some analog channels and we are also dependent on their technology. Bids for Farmington equipment are expected to come in at$250,000. Leaving the PEG fees at $.50, you will not have questions from residents. The con is you will be using more franchise fees to fund cable operations. In the past the first $75,000 of franchise fees goes to the general fund and the remaining has been put into the cable communications fund so we have the money to buy equipment or pay attorneys as we look at cable franchise agreements. If more things are run on mobile devices and TV goes away, you will lose the PEG fees and franchise fees. If PEG fees go to $1.90, we have more to spend on equipment. Our franchise agreement does allow us to spend some on operating expenses. The City Attorney feels it would be difficult to use them on operating costs, but Apple Valley's attorney has a different opinion because it is in the franchise agreement. If we can keep that language in the agreement,we could use PEG fees to fund operations. One thing discussed was if Farmington wanted to run programming, we would have to add staff. We have 2.5 people trying to run all three cities cable programming. Right now that would come out of the franchise fees. With raising PEG fees, there would be less money that the City would have to commit from other funds, such as franchise fees. Last year we collected$218,471.94 in franchise fees. Of that, $75,000 went to the general fund. We subsidize meeting broadcasts from the franchise fees, not the general fund. There is a formula to determine the amount of franchise fees, which is 5%of revenues. The only ability we have is to change the amount of PEG fees every year. With inflation,the cap is$1.90. Councilmember Bonar found it unique that we set a rate and kept it for 15 years. Each City can set their own PEG fees. If we increase PEG fees, Charter could increase their fee. The commission's recommendation is set the cap at $1.90. Raising the PEG fee is a smart move because we can move more of the franchise fees to the general fund. Then we can use those funds for anything. In 1999 the cap was$1.25. That was increased annually by the CPA, or 3% whichever was less. Applying that formula,the fee cap for 2014 is projected to be$1.90. Council agreed to set the cap at $1.90 with inflationary increases. City Administrator McKnight suggested raising the fee $.25 and put it towards Farmington programming. We could make a video highlighting Farmington and the next day it is outdated. He suggested doing a quarterly program. It is past time Farmington had programming. Staff noted Apple Valley does pay an additional fee to the cable commission to have their programming. They do not have the staff to create and produce a program. We would have to add staff hours to do a quarterly program. The franchise is up mid-2014, so an agreement will be brought to Council in the spring 2014. Credit Card Payment Options—Utility Bills Finance Director Hanson asked if the City should charge a convenience fee for making electronic payment options available or absorb the fee. The user would pay$4- $5 for each transaction up to $600. The majority of cities absorb the convenience fee in their charges. The industry standard is 15% -20%of people pay electronically. The City would put this into practice after November 1, 2013, after certifications. If we do this,residents could pay online, call us or a dedicated 800 number. Park and Rec programming already uses a different network. This system is through LOGIS and is designed to work with our system. The liquor store is on yet another system. 26 Council/Planning Commission Workshop June 10,2013 Page 4 Councilmember Bonar asked if we are behind the curve in considering this. Finance Director Hanson agreed, and if we did what other cities did we would be playing catch up. By offering the voice response system,that will get us a little ahead. LOGIS is working on a mobile app and that has a new host of security issues. We take credit cards at the liquor store now, and for park and rec. Because we would be going through LOGIS and their PCI compliance,that would increase the levels we need to do. Staff would be more comfortable if we looked at the liquor stores and how we are doing the park and rec programs. Staff would like to work with LOGIS to do a PCI review. Credit card companies require a merchant account and being PCI compliant. Councilmember Bartholomay agreed with absorbing the fees for the first year. We should have the ability to pay online,through the phone, and internally. Council agreed with absorbing fees. This will be brought to the June 17, 2013, Council meeting. City Administrator Update City Administrator McKnight stated a Facebook message was sent out last Friday regarding a door knocking scam. It had 8,400 views on Facebook. MOTION by Bartholomay, second by Donnelly to adjourn at 7:55 p.m. APIF,MOTION CARRIED. Respectfully submitted, Cynthia Muller Executive Assistant 27 2Z ,41_014, City of Farmington 430 Third Street its Farmington,Minnesota ` 651,280.6800.Fax 651.280.6899 ww%%ci.tarmin};t+m.m1UL TO: Mayor, Council Members and City Administrator FROM: Randy Distad,Parks and Recreation Director SUBJECT: Approve Agreement to Construct Pine Knoll Park Half-Court Basketball Court DATE: June 17,2013 INTRODUCTION The approved 2013 Park Improvement Fund budget included funding to have the existing basketball court replaced in Pine Knoll Park. DISCUSSION Work by the contractor will include the preparation of a Class 5 base, installation of a bituminous court surface and finish grading around the bituminous surface. Park Maintenance staff will be responsible for the removal of the existing deteriorated concrete court surface,removal of the existing basketball pole and backboard, installation of the new basketball pole and backboard and seeding and erosion control on the areas that were disturbed during construction of the half-court basketball court. Staff solicited quotes from seven paving contractors to construct a new half-court basketball court. Two contractors submitted quotes for the project.Attached is Exhibit C,a tabulation form showing the quotes received.The low quote submitted by Radloff and Weber Blacktopping,Inc. from Prior Lake,Minnesota was in the amount of$7,390.00. The contractor has previously completed the same type of basketball court project work in the past for the City and staff was pleased with the contractor's previous work. BUDGET IMPACT $12,000 was identified in the 2012 Park Improvement Fund budget to cover the cost of the half-court basketball court project.After deducting the$7,390,from the budgeted amount,there remains a balance of$4,610 for a new basketball pole and backboard and the seeding and erosion control for the disturbed areas. These additional project items will not exceed the remaining balance. ACTION REQUESTED Staff is requesting the City Council approve the attached agreement with Radloff and Weber Blacktopping, Inc.for the Pine Knoll Park half-court basketball court construction project,so the work may be completed this year. Respectfully Submitted, Randy Distad Parks and Recreation Director 28 • , n AGREEMENT AGREEMENT made this /7 44 day of ,e , 2013, between the CITY OF FARMINGTON, a Minnesota municipal orporation ("City"), and RADLOFF AND WEBER,BLACKTOPPING,INC.,a Minnesota corporation("Contractor"). IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS HEREIN CONTAINED,THE PARTIES AGREE AS FOLLOWS: 1. CONTRACT DOCUMENTS. The following documents shall be referred to as the "Contract Documents", all of which shall be taken together as a whole as the contract between the parties as if they were set verbatim and in full herein: A. This Agreement B. Contractor Proposal dated May 31,2013, attached as Exhibit"A." C. Request for Quotes 2013 Pine Knoll Park Half-Court Basketball Court Project Specifications, attached as Exhibit`B". In the event of conflict among the provisions of the Contract Documents, the order in which they are listed above shall control in resolving any such conflicts with Contract Document "A" having the first priority and Contract Document "C"having the last priority. 2. OBLIGATIONS OF THE CONTRACTOR The Contractor shall provide the goods, services,and perform the work in accordance with the Contract Documents. 3. OBLIGATIONS OF THE CITY. The City shall pay the Contractor in accordance with the bid. 4. SOFTWARE LICENSE. If the equipment provided by the Contractor pursuant to this Contract contains software, including that which the manufacturer may have embedded into the hardware as an integral part of the equipment, the Contractor shall pay all software licensing fees. The Contractor shall also pay for all software updating fees for a period of one year following cutover. The Contractor shall have no obligation to pay for such fees thereafter. Nothing in the software license or licensing agreement shall obligate the City to pay any additional fees as a condition for continuing to use the software. 5. ASSIGNMENT. Neither party may assign, sublet, or transfer any interest or obligation in this Contract without the prior written consent of the other party, and then only upon such terms and conditions as both parties may agree to and set forth in writing. 6. TIME OF PERFORMANCE. The Contractor shall complete its obligations on or after June 17,2013 and before August 2,2013. 7. PAYMENT. a. When the obligations of the Contractor have been fulfilled, inspected, and accepted, the City will pay the Contractor. Such payment shall be made not later than thirty (30) days after completion,certification thereof,and invoicing by the Contractor. b. No final payment shall be made under this Contract until Contractor has satisfactorily established compliance with the provisions of Minn. Stat. Section 290.92. A certificate of the commissioner shall satisfy this requirement with respect to the Contractor or any subcontractor. 8. EXTRA SERVICES. No claim will be honored for compensation for extra services or beyond the scope of this Agreement or the not-to-exceed price for the services identified in the proposal without written submittal by the Contractor, and approval of an amendment by the City, with specific estimates of type, time, and maximum costs, prior to commencement of the work. 9. PROMPT PAYMENT TO SUBCONTRACTORS. Pursuant to Minnesota Statute 471.25, Subdivision 4a, the Contractor must pay any subcontractor within ten (10) days of the Contractor's receipt of payment from the City for undisputed services provided by the subcontractor. The Contractor must pay interest of one and one-half percent (1'/2 %) per month or any part of a month to subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of$100.00 or more is $10.00. For an unpaid balance of less than $100.00, the Contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor shall be awarded its costs and disbursements, including attorney's fees, incurred in bringing the action. 10. WORKER'S COMPENSATION. If Contractor does public work, the Contractor shall obtain and maintain for the duration of this Contract, statutory Worker's Compensation Insurance and Employer's Liability Insurance as required under the laws of the State of Minnesota. 11. COMPREHENSIVE GENERAL LIABILITY. Contractor shall obtain the following minimum insurance coverage and maintain it at all times throughout the life of the Contract,with the City included as an additional name insured by endorsement: Bodily Injury: $2,000,000 each occurrence $2,000,000 aggregate,products and completed operations Property Damage: $2,000,000 each occurrence $2,000,000 aggregate Products and Completed Operations Insurance shall be maintained for a minimum period of three (3) years after final payment and Contractor shall continue to provide evidence of such coverage to 169812 2 City on an annual basis during the aforementioned period;or if any reason Contractor's work ceases before final payment, for a minimum period of three(3)years from the date Contractor ceases work. Property Damage Liability Insurance shall include coverage for the following hazards: X (Explosion) C (Collapse) U (Underground) Contractual Liability(identifying the contract): Bodily Injury: $2,000,000 each occurrence Property Damage: $2,000,000 each occurrence $2,000,000 aggregate Personal Injury,with Employment Exclusion deleted: $2,000,000 aggregate Comprehensive Automobile Liability(owned, non-owned,hired): Bodily Injury: $2,000,000 each occurrence $2,000,000 each accident Property Damage: $2,000,000 each occurrence 12. MINNESOTA GOVERNMENT DATA PRACTICES ACT. Contractor must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to (1) all data provided by the City pursuant to this Agreement, and (2) all data, created, collected, received, stored, used, maintained, or disseminated by Contractor pursuant to this Agreement. Contractor is subject to all the provisions of the Minnesota Government Data Practices Act, including but not limited to the civil remedies of Minnesota Statutes Section 13.08,as if it were a government entity. In the event Contractor receives a request to release data, Contractor must immediately notify City. City will give Contractor instructions concerning the release of the data to the requesting party before the data is released. Contractor agrees to defend, indemnify, and hold City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting from Contractor's officers', agents', city's, partners', employees', volunteers', assignees' or subcontractors' unlawful disclosure and/or use of protected data. The terms of this paragraph shall survive the cancellation or termination of this Agreement. 13. RECORDS. Contractor shall maintain complete and accurate records of expenses involved in the performance of services. 14. WARRANTY. The Contractor guarantees that all new equipment warranties as specified within the bid shall be in full force and transferred to the City upon payment by the City. The Contractor shall be held responsible for any and all defects in workmanship, materials, and 169812 3 31 equipment which may develop in any part of the contracted service,and upon proper notification by the City shall immediately replace, without cost to the City, any such faulty part or parts and damage done by reason of the same in accordance with the bid specifications. The Contractor further warrants to the City that all goods and services furnished under the Contract will be in conformance with Contract Documents and that the goods are of merchantable quality and are fit for the use for which they are sold. This warranty is in addition to any manufacturer's standard warranty y,and any warranty provided by law. 15. NONDISCRIMINATION. All Contractors and subcontractors employed shall comply with all applicable provisions of all federal, state and municipal laws which prohibit discrimination in employment to members of a protected class and all rules and regulations, promulgated and adopted pursuant thereto. The Contractor will include a similar provision in all subcontracts entered into for the performance of this contract. 16. INDEMNITY. The Contractor agrees to defend, hold harmless, and indemnify the City, its officers, agents, and employees, for and against any and all claims, demands, actions, or causes of action, of whatever nature or character, arising from the Consultant's performance of work or services provided for herein. The Contractor shall take all reasonable precautions for the safety of all employees on the site and shall provide reasonable protection to prevent damage or loss to the property on the site or properties adjacent thereto and to work, materials and equipment under the Contractor's control. • 17. WAIVER. In the particular event that either party shall at any time or times waive any breach of this Contract by the other, such waiver shall not constitute a waiver of any other or any succeeding breach of this Contract by either party, whether of the same or any other covenant, condition,or obligation. 18. GOVERNING LAW. The laws of the State of Minnesota govern the interpretation of this Contract. 19. SEVERABILITY. If any provision, term, or condition of this Contract is found to be or become unenforceable or invalid, it shall not effect the remaining provisions, terms, and conditions of this Contract, unless such invalid or unenforceable provision, term, or condition renders this Contract impossible to perform. Such remaining terms and conditions of the Contract shall continue in full force and effect and shall continue to operate as the parties'entire contract. 20. ENTIRE AGREEMENT. This Contract represents the entire agreement of the parties and is a final, complete, and all inclusive statement of the terms thereof and supersedes and terminates any prior agreement(s), understandings, or written or verbal representations made between the parties with respect thereto. 21. TERMINATION. This Agreement may be terminated by the City for any reason or for convenience upon written notice to the Contractor. In the event of termination, the City shall be obligated to the Contractor for payment of amounts due and owing for materials provided or for services performed or furnished to the date and time of termination. 169812 4 32 Dated /?' , 2013. CITY OF FARMINGTON Todd Larson, Mayor By: avid McKnig t, Administrator 169812 5 Dated: eo, - 02 ■ , 2013 CONTRACTOR: RADLOFF AND WEBER BLACKTOPPING, INC. B Y N,, I /. 1' Its: 1,,ZA4, , 169812 6 EXHIBIT "A" [ATTACH PROPOSAL] 169812 7 35 EXHIBIT`B" [ATTACH SPECIFICATIONS] 169812 8 36 F • ottruft�o. City of Farmington 430 Third Street Farmington,Minnesota • ; .A 651.280.6800•Fax 651280.6899 • wwwci#axmingtonannns EkhI* A • • QUOTE SUBMITTAL FORM • Submit your company's quote below for the Pine Knoll Park Half-Court Basketball Court Project. Your project quote should include all costs and Minnesota sales tax associated with completing the project.Quotes must be submitted in a sealed envelope with the following title on the front of the envelope: • "2013 Pine Knoll Park I[alf-Court Basketball Court Project" The deadline to submit your quote is on or before 10:00 a.m.on Friday,May 31,2013, Company Information: The undersigned,being familiar with local conditions,having made the field inspections and investigations deemed necessary,having studied the specifications for the work and being familiar with all factors and .other conditions affecting the work and costs thereof,hereby,propose to furnish all labor,tools,materials, skills,equipment and all else necessary to completely construct the project in accordance with the • specifications identified previously. • Please provide in the space that follows,your company's information. • Name of Company Submitting Bid: g lL /44 4-1.0 the r t ta.c ; Contact Person: y1 le-cc • Address: 191/5-® /l o rhn a-Pt ric4j e ROo." P> a t• Lc3L k >)rl h. SS3'70 • Work Phone Number: 9519— 4141- 57 3 • Cell Phone Number: 6/a-- 68c-- 797/ • Email Address: h a,d t' $ `I -re "a.. e T • • Pine Knoll Park Half-Court Basketball Court Project Quote Amount: • `739Do° 37 . . • • ;j- City of Farmington 430 Third Street ! Ftumington,Minnesota 651.2R0.6800.Fax 651 0.6899 Exhibit B REQUEST FOR QUOTES 2013 Pine Knoll Park Half-Court Basketball Court Project Farmington, Minnesota Deadline for submittal: 10:00 a.m., Friday, May 31, 2013 I. Introduction: The City of Farmington Park&Recreation Department is accepting quotes for the construction of a half-court bituminous basketball court and a five foot long by 8 foot wide accessible connecting bituminous trail from an existing bituminous trail to the basketball court. Quote must be submitted in a sealed envelope with the following title: "2013 Pine Knoll Park Half-Court Basketball Court Project". H. Pine Knoll Park Location: The address of Pine Knoll Park is 4950 203rd Street West.The construction entrance to Pine Knoll Park is from 203rd Street.All equipment used by the contractor or subcontractor(s) should access the park site via a trail into the park. Under no circumstances should any other entrances to the park be used. III. Project Completion:, All work associated with this project shall be completed on or before Friday, August 2,2013.The submitted quote shall include all labor,materials and applicable sales tax. IV. Rejection of Quotes: The City of Farmington reserves the right to reject any and all quotes, to waive irregularities and informalities therein. V. Site Visits: You may arrange a visit to the site if you wish by contacting the following Parks and Recreations Department staff people: Randy Distad, Parks and Recreation Director Farmington City Hall 430 Third Street Farmington, MN 55024 651-280-6851 Email: rdistad @ci.farmington.mn.us VI. Insurance Requirements: A Certificate of Insurance must be submitted to the City of Farmington in advance of the project being started.The Certificate of Insurance must list the City of Farmington as"Additional Insured". A minimum of$2,000,000 in general liability is 38 required. Worker's Compensation and Auto Insurance must also be included on the Certificate of Insurance. VII. Submitting Quotes: The described project will be for constructing a half court bituminous basketball court surface that has a dimension of 50 feet wide by 42 feet long and a five foot long by 8 foot wide accessible connecting bituminous trail from an existing bituminous trail to the basketball court.A separate document included with this mailing describes the project in more detail with specifications for the construction of the half-court basketball court. Quotes must be submitted on the attached Quote Submittal Form. The City will open,tabulate and select the lowest quote.After the quotes have been tabulated, the City will contact all of the contractors via email about the results of the quotes submitted. Deadlines to submit a quote will be Friday,May 31 on or before 10:00 a.m. All work associated with the project will be completed on or before Friday,August 2, 2013. Your quote should be submitted to the following Parks and Recreation Department staff person: Randy Distad Farmington Parks&Recreation Department 430 Third Street Farmington, MN 55024 Phone: 651-280-6851 Fax: 651-280-6899 Email: rdistad @ci.farmington.mn.us 39 /044- City of Farmington 430 Third Street r Farmington,Minnesota 651.2R0.6R00.Fax 651.280.6899 s..0.600 Specifications and Location of Half-Court Basketball Court Work to be Completed in Pine Knoll Park I. Location The new half-court basketball court to be constructed will be moved slightly from its current location. Prior to construction beginning, City staff will remove the existing basketball court and will mark/stake the locations of where the new half-court basketball court surface is to be constructed. Included in the packet is a park master plan that has been highlighted to show general location of the basketball court. II. Specifications Curb Protection: The contractor shall protect with proper material the face of all curbs(if any)that are driven over to access the construction sites.The contractor shall remove this material when the project work has been completed. Erosion Control: Since there is a catch basin near the construction site, the perimeter of the construction site must have a silt fence installed around the site. Base: The base for the basketball court shall be excavated to a depth of 6 inches by width of 54 feet and length of 46 feet. All material excavated shall be stockpiled on site to be used for the restoration along the edge of the basketball court.A geotextile fabric(MN DOT 3733 -Type V) shall be placed on the excavated sub grade area and then 6 inches of 100%crushed limestone quarry or recycled equal(MN DOT 3138) shall be placed on top of the geotextile fabric and compacted. The base for the accessible connecting bituminous trail from an existing bituminous trail to the basketball court shall be excavated to a depth of 6 inches by 10 feet wide by 5 feet in length. All material excavated shall be stockpiled on site to be used for the restoration along the edge of the trail.Then 6 inches of 100% crushed limestone quarry or recycled equal(MN DOT 3138) shall be placed for the base material and then compacted. Surfacing: The new basketball court surface and short trail connection shall consist of one lift of 2.5 inches, LVWE3503B bituminous wear course.The finished basketball court bituminous surface dimension shall be 50 feet wide by 42 feet in length. The fmished surface of the connecting trail shall have a dimension of 8 feet wide by 5 feet long. 40 Slope: The basketball court shall not exceed .5%cross slope and .5%running slope.The trail cross slope and running slope shall match with the cross slope and running slope of the basketball court and the existing bituminous trail. Restoration: The contractor will be responsible for backfilling and completing fmish grading along the basketball court edges using the excavated material that was stockpiled on site. The area will be fmish graded to match existing slopes or terrain.The finished grade will not contain any clumps of sod, clumps of dirt or any debris or rock larger than one-half inch in diameter. Any excess dirt remaining after fmish grading has been completed will be hauled away by contractor unless the city has use for the material then the contractor will haul the material to the City's stockpile site. The City will be responsible for seeding and placing a fiber matrix blanket over the seeded area after the contractor has satisfactorily completed their work on fmish grading the construction site. Underground Utility Locations: The contractor will be required to place the Gopher One call for locating underground utilities. Site Plan and Map: A park master plan for Pine Knoll Park and a park map have been included in this packet for your review. 41 44104, City of Farmington Ir.. 430 Third Street n � Farmington,Minnesota % " 651.2R0.6R00•Fax 651280.6899 A poi, www.ciArmingtm.mnmv QUOTE SUBMITTAL FORM Submit your company's quote below for the Pine Knoll Park Half-Court Basketball Court Project. Your project quote should include all costs and Minnesota sales tax associated with completing the project.Quotes must be submitted in a sealed envelope with the following title on the front of the envelope: "2013 Pine Knoll Park Half-Court Basketball Court Project" The deadline to submit your quote is on or before 10:00 a.m. on Friday, May 31, 2013. Company Information: The undersigned, being familiar with local conditions, having made the field inspections and investigations deemed necessary, having studied the specifications for the work and being familiar with all factors and other conditions affecting the work and costs thereof,hereby propose to furnish all labor,tools, materials, skills, equipment and all else necessary to completely construct the project in accordance with the specifications identified previously. Please provide in the space that follows,your company's information. Name of Company Submitting Bid: Contact Person: Address: Work Phone Number: Cell Phone Number: Email Address: Pine Knoll Park Half-Court Basketball Court Project Quote Amount: 42 EXHIBIT C 2013 Pine Knoll Park Half Court Basketball Court Quote Tabulation Form Name of Contractor Quote Submitted Radloff&Webber Blacktopping, Inc. $7,390.00 Minnesota Roadways, Co. $8,235.00 43 ?c.... ,,4111/4 City of Farmington 430 Third Street y larmingtou,Minnesota \ 651.280.6500•Fax 65I. O,6899 Y.'tb'LY.CI.f3i7i11i1STG flt.Tll11_LL'i TO: Mayor, Council and City Administrator FROM: Robin Hanson, Finance Director SUBJECT: Accept Donation—Farmington Fire Relief Association DATE: June 17,2013 INTRODUCTION: The Farmington Fire Relief Association recently donated$10,000 to the City of Farmington. DISCUSSION: The gift is designated for future fire equipment purchases. So,the funds have been recorded in the Fire Capital Projects account. ACTION REQUESTED: Accept donation from the Farmington Fire Relief Association to be restricted for future fire equipment purchases. 44 RESOLUTION NO. R29-13 ACCEPT $10,000 DONATION FROM THE FARMINGTON FIRE RELIEF ASSOCIATION Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Farmington, Minnesota, was held in the Council Chambers of said City on the 17th day of June, 2013 at 7:00 p.m. Members Present: Larson, Bartholomay, Bonar Members Absent: Donnelly, Fogarty Member Bartholomay introduced and Member Bonar seconded the following: WHEREAS, a donation of$10,000 was received from the Farmington Fire Relief Association to be used for future fire equipment purchases; and, WHEREAS, it is required by State Statute that such donations be formally accepted; and, WHEREAS, it is in the best interest of the City to accept this donation. NOW, THEREFORE, BE IT RESOLVED that the City of Farmington hereby accepts with gratitude the generous donation totaling $10,000 from the Farmington Fire Relief Association for future fire equipment purchases. This resolution adopted by recorded vote of the Farmington City Council in open session on the 7 day of June 2013. Mayor Attested to the /844 day of June 2013. Att.J Administrator SEAL 7j J� A , City of Farmington ` 430 Third Street Farmington,Minnesota � 651.2R0.hS00•Fax 651 2 O.6899 wtit•w.ci.tarmingum.mn_ur TO: Mayor, Councilmembers and City Administrator FROM: Lena Larson, Municipal Services Coordinator SUBJECT: Adopt Resolution Accepting Donation of Garbage Boxes DATE: June 17, 2013 INTRODUCTION Menasha Corporation has donated 50 garbage boxes to be used for community events. DISCUSSION Menasha Corporation has donated 50 garbage boxes valued at $150 to be used for community events such as Farmington Dew Days Cruise Night and the Grand Parade. Staff will communicate the City's appreciation on behalf of the Council to Menasha Corporation for their support of community events in Farmington. ACTION REQUESTED Approve the attached resolution accepting the donation from Menasha Corporation. Respectfully Submitted, Lena Larson Municipal Services Coordinator 46 RESOLUTION No. R30-13 ACCEPTING DONATION FROM MENASHA FOR GARBAGE BOXES FOR COMMUNITY EVENTS Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Farmington, Minnesota, was held in the Council Chambers of said City on the 17th day of June, 2013 at 7:00 p.m. Members Present: Larson, Bartholomay, Bonar Members Absent: Donnelly, Fogarty Member Bartholomay introduced and Member Bonar seconded the following: WHEREAS, Menasha Corporation has donated 50 garbage boxes valued at $150 to be used for community events such as Farmington Dew Days, Cruise Night and the Grand Parade. WHEREAS, it is in the best interest of the City to accept such donations. NOW,THEREFORE,BE IT RESOLVED that the City of Farmington hereby accepts the donation of 50 garbage boxes valued at $150 from Menasha Corporation to be used for community events. This resolution adopted by recorded vote of the Farmington City Council in open session on the 17th day of June, 2013. Mayor Attested to the „�'-/h day of June 2013. 00 ` �/ ��- ity Administrator ' SEAL irj City of Farmington 430 Third Street 1. i Farmington,Minncsota � 651.280.6800.Fax 651.280,6899 + ti w+vw.ct.harmtngum.tnn.uv TO: Mayor and Councilmembers City Administrator FROM: Brian A. Lindquist Police Chief SUBJECT: Reliability Service Agreement DATE: June 17, 2013 INTRODUCTION In 2002, the City of Farmington completed construction on the Police Department and the Maintenance Facility. Both buildings required backup power sources and a ten year lease was negotiated with Dakota Electric and Natural Resource Group, (NRG).A new agreement has been negotiated and is presented for approval. DISCUSSION The initial lease contract provided both buildings with backup generator power and a reduced utility rate. The contract provided NRG with a $1,000 per month lease from the Police Department and a $1,440 per month lease at the Maintenance Facility. The initial lease allowed Dakota Electric to activate the generators at peak power usage times and supplement their usage capacities. For this service, the City received a reduced electric rate throughout the year. The "Rate 70"program resulted in a monthly savings of approximately$500 per facility. At the expiration of the lease the City reopened negotiations with NRG. The following actions are a result of those talks. 1. Both generators are oversized for each building's needs. The generator at the Maintenance Facility will be removed and replaced by the generator from the Police Department.NRG will bring in a new generator for the Police Department. 2. NRG will be responsible for all maintenance and fuel costs associated with both generators. 3. NRG will not charge the City a monthly lease fee resulting in a savings of approximately $2,440 per month between both buildings. 4. NRG will collect the monthly electrical savings of approximately $500 per month from each building to subsidize the rental of each generator. 48 BUDGET IMPACT The combined effect of removing the monthly lease payment and the increased monthly electric bill should result in an annual savings of approximately$5,000 - $6,000 per building. ACTION REQUESTED All documents have been reviewed and approved by the City Attorney.Approve the attached Reliability Service Agreement with NRG. Respectfully submitted, Brian A. Lindquist Chief of Police 49 RELIABILITY SERVICE AGREEMENT This Reliability Service Agreement(the "Agreement") is made and entered into as of the_ day of , 2013 (the"Effective Date") by and between NRG Reliability Solutions LLC (the "Company"), a Delaware limited liability company, and the City of Farmington, Minnesota, a municipal corporation ("Customer"). Company and Customer are sometimes referred to herein individually as a"Party"and collectively as the"Parties". INTRODUCTION WHEREAS,the Company is engaged in the business of providing backup power(and,in certain cases,enhanced power quality)to various end-use customers;and WHEREAS, Customer desires to engage the Company to install, maintain and operate the Company Equipment at Customer's Site; NOW THEREFORE,in consideration of the foregoing and the mutual agreements and covenants herein contained and intending to be legally bound hereby,the Parties hereto hereby agree as follows: ARTICLE I DEFINITIONS For purposes of this Agreement, capitalized terms not otherwise defined herein shall have the meaning set forth opposite such term below: 1.1 "Commencement Date"means the date on which the Company Equipment first becomes operational,or the first day of Customer's utility billing cycle thereafter,as set forth on Exhibit A. 1.2 "Company Equipment"means the equipment listed on Exhibit A provided by the Company at the Site to provide backup power(and,in certain cases,enhanced power quality). 1.3 "Customer Equipment"means the Customer's electrical distribution equipment and all other Customer-owned equipment at the Site. 1.4 "Customer Load" means the electricity consumed expressed in KW as a function of time required at the Site,as more specifically described on Exhibit A. 15 "Force Majeure Event" means an event resulting in a Party being rendered unable, wholly or in part,to carry out its respective obligations under this Agreement,except for any obligations to make payment,due to circumstances beyond its reasonable control,including strikes, lockouts or other labor disturbances, flood, natural disaster, acts of God, war, or civil insurrection or terrorist activities,damage to the electrical equipment at the Site making it unsafe for the Company Equipment to provide electricity,or the failure of the Company Equipment as a result of Customer Load connected to the Company Equipment being in excess of the load limits defined in T:xhibitA. 1.6 "Outage" means the occurrence of conditions on the utility's or other distribution service provider's side of Customer's meters resulting in a transfer of the Customer Load at the Site to the Company Equipment. 1.7 "Overload Condition" means the electricity required at the Site exceeds the limits set forth on Exhibit A. 1.8 "Site" means Customer's site or sites more specifically described on each Exhibit A. {00122919.1/2010-0003) V.2.28.13 50 1.9 "Term"means the initial and all renewal terms of this Agreement commencing on the Effective Date and ending upon the expiration or termination of this Agreement. ARTICLE II INSTALLATION AND OPERATION 2.1 Installation. The Company will install the Company Equipment and take all actions required by the Company to make such equipment operational. Costs and expenses of material and labor associated with the installation of the Company Equipment shall be borne by the Company unless specified otherwise in Exhibit A. 2.2 Operation. (a) From and after the Commencement Date and subject to the terms hereof, the Company will operate the Company Equipment at the Site for the purpose of providing Customer with backup power at the Site during any Outage (and, in certain cases, enhanced power quality). The Company will provide continuous remote monitoring of the Company Equipment (b) The Company shall conduct operational tests of the Company Equipment by operating it under load,either by transferring Customer Load or synchronously connecting to the grid,for at least 20 minutes once per month(or more often as determined by the Company). The Company will coordinate all testing with Customer and shall,at Customer's request,provide Customer the written results of same. (c) At all times during the Term (including during any Outage), the Company shall maintain a fuel supply on the Leased Premises which the Company, in its reasonable discretion based upon the historical monthly average energy use, determines is necessary to operate the Company Equipment in accordance with this Agreement. (d) The Company warrants that it shall install and operate the Company Equipment in a good and workmanlike manner and in accordance with generally accepted industry standards. ARTICLE III FEES AND COSTS 3.1 Service Fee. Customer shall pay the Company the monthly fee set forth in Exhibit A(the"Service Fee"),which may be adjusted as set forth in Exhibit A. 3.2 Fuel Costs. In addition to the Service Fee,Customer shall pay the Company for the costs of the.fuel used to operate the Company Equipment(the"Fuel Costs")in accordance with Exhibit A. The Company shall install and maintain equipment capable of measuring kWh produced and fuel consumed for each operation of the Company Equipment. 3.3 .`Payment Terms. .(a) . Customer shall pay the Service Fee on a date each month during the Term specified by the Company,except as otherwise provided in Exhibit A. (b) The Company shall send invoices to Customer for any Fuel Costs and for any other amounts owed to the Company hereunder,and payment shall be due within twenty-five (25)days of Customer's receipt of each invoice. (c) , Customer shall pay all amounts owed to the Company at its corporate offices as set firth in Exhibit A,or such other address as the Company may designate in writing. V.2.28.13 2 {00122919J/2010031 • 51 (d) Customer shall be liable for interest on past-due amounts at a rate equal to the lesser of(i)one percent per month,or(ii)the maximum allowed by federal or state law. 3.4 Other Program Proceeds. The Company shall be entitled to utilize the Company Equipment at the Site for purposes other than the provision of backup power to Customer(and,in certain cases,enhanced power quality),including providing electricity directly to the grid or participation in any program whereby Customer or the Company receives compensation from a third party for interrupting the provision of electricity to the Site or similar program. Proceeds from such activities shall be allocated to the Company except as otherwise set forth in Exhibit A. Customer agrees to execute and deliver to the Company any required acknowledgements and other documentation necessary to facilitate the above use of the Company Equipment,including with respect to allocation of proceeds. ARTICLE IV COMPANY EQUIPMENT 4.1 Company Equipment. The Company Equipment is the property of the Company (or an affiliate of the Company) and the Company (or such affiliate) shall retain control, ownership and all rights to the Company Equipment. Customer shall prevent any liens, levies, attachments or encumbrances based upon a claim or right asserted against Customer from being filed or asserted against the Company Equipment,or any portion thereat and shall reimburse the Company for any costs incurred in defending,removing and protecting the Company Equipment from the same. Upon the request of the Company, Customer shall provide to the Company the written agreement of any lender or other third party with an interest in the Site that the Company Equipment is the property of the Company(or its affiliate) and such lender or other third party does not have any claims,rights or other interest in or to the Company Equipment. 4.2 Ground Lease. The Company Equipment shall be located on premises identified in Exhibit A ("Leased Premises") leased to Company under a ground lease ("Ground Lease") executed by the Parties in the form attached as Exhibit B. The term of the Ground Lease will be the same as the Term, and if this Agreement is terminated early, the Ground Lease will also terminate on the date of termination of this Agreement; provided that after termination of the Ground Lease the Company will have the right of ingress and egress to the Leased Premises for ninety (90) days after such termination to remove Company Equipment, fuel, and other Company-owned property from the Leased Premises. The Company may file a memorandum of the Ground Lease in the form attached as Exhibit B and a UCC-1 or other notice filings with respect to the Company Equipment to protect its rights therein. 4.3 Access to Site and Equipment. Customer grants the Company and the Company's personnel, subcontractors and/or agents, access to and over and across the Site and the right to install, operate,maintain,monitor,remove and replace the Company Equipment on or from the Site and Leased Premises, during the Term and thereafter for the purpose of removing the Company Equipment. Customer will provide the Company with keys, combinations or access codes necessary to allow the Company personnel and or subcontractors direct access to all of the Company Equipment, at all times during the performance period of this Agreement. If the Company replaces any of the Company Equipment during the Term,it shall promptly provide to Customer a revised Exhibit A to reflect the changed equipment. 4.4 Restrictions on Customer. (a) Except to the extent expressly authorized by the Company, Customer shall not have access to the Leased Premises,the Company Equipment and Customer shall not permit any of its personnel, subcontractors or agents to access the Leased Premises or the Company Equipment. V.2.28.13 3 {00122919.1/2010-0003) 52 " •"Prior o Customer adding any equipment to the Site that could result in Customer exceedingi theiloadliiirits.in.Exhibit A or any other equipment brought on Site creating an additional tempoinrygoad (e.g.',..-wvelding equipment, construction equipment,etc.), Customer shall notify the Corgriny.in writing with sufficient time for the Company to disable the Company Equipment or take other action to avoid any damage to the Company Equipment. ARTICLE V { ^'rTERIi�I TE1t2NIINATION 5.1. Term. The initial term of this Agreement will commence on the Effective Date and continue for the period after the Commencement Date set forth in Exhibit A. The initial term of this Agreement•shall;be automatically renewed for successive one (1)year periods thereafter; provided that neither.the Company nor Customer shall have given notice of its desire not to renew this Agreement:at least ninety (90) days-.before the end of the initial or any renewal term. This Agreement maynot be terminated or canceled except as expressly provided in this Agreement. 5.2 Events•of Default of-Customer. The following shall constitute "Events of Default"of Customer: (a) 'Customer.substantially ceases or suspends its business at the service address specified in Exhibit A,..or admits in writing its inability to pay its debt as they mature; or bankruptcy, reorganization or other proceedings for the relief of debtors or benefit of creditors shall be instituted by:or against•Customer;or (b) • Customer shill fail to pay all or any part of the Service Fee,Fuel Costs or other payments when•:due}and.payable;or (c) .:Customer shall fail to perform or shall materially breach any of the other covenants herein.and'shall continue to fail to observe or perform the same for a period of thirty (30)days after written notice..thereof b •the Company;or (d) '.!Customer creates, incurs, or suffers to exist any mortgage, lien, or other encumbrance or attachment of any kind whatsoever upon or affecting the Company Equipment or this Agreement or any ofthe Company's interests hereunder;or (e) -Any representation or warranty made by Customer herein or in any document or certificate,furnished to Company proves to be incorrect in any material respect when made;or (f) • the dissolution of Customer as a business entity. 5.3 Events of Default of the Company. The following shall constitute"Events of Default"of the Company: (a) The Company admits in writing its inability to pay its debt as they mature; or bankruptcy, reorganization or other proceedings for the relief of debtors or benefit of creditors shall be instituted byor against the Company;or (b) The Company•shall,fail to,perform or shall materially breach any of the other covenants herein anMshali continue'to fail to observe or perform the same for a period of thirty (30)days after,written notice thereof by.Customer;or (c) •.'Any.representdtion or.warranty made by the Company herein or in any document or certificate furnished to Customer proves to be incorrect in any material respect when made;or (d) 'FThe dissolution:•of the Company as a business entity. 5.4 •' Remedies Upon-Event of Default. (a) .:;:Except as:otherwise set forth herein, either Party has the right to terminate this Agreement immediately.by written notice upon an Event of Default by the other Party. (b) In theevent-of,atermination of this Agreement upon an Event of Default by the Company,Customer may•elect,.at•the time it provides written notice of such termination,to: V.2.28.13 4 {00122919.1/2010-0003} • t • • 53 (i)require the Company to remove the Company Equipment from the Site within forty-five(45)days of such termination,or (ii)elect to buy the Company Equipment(on-site at the time of the termination of the Agreement)upon the terms set forth on Exhibit A,Table 1 and subject to the following: The payment of the purchase price for the Company Equipment shall be made in cash within thirty (30)days of termination of this Agreement. In the event that Customer does not make an election at the time of termination of this Agreement,Customer shall be deemed to have waived its right to purchase the Company Equipment. (c) In the event of termination of this Agreement upon an Event of Default by Customer,the Company may elect (i)to recover from Customer all payment obligations accruing prior to the date of termination,including the Service Fee,Fuel Costs,remittance of payments under load interruption programs and similar payments, (ii)to recover from Customer unrecoverable Site installation costs as set forth in Exhibit A-Table 2, (iii) to recover from Customer costs and expenses incurred by the Company to remove or recover the Company Equipment;and (iv)exercise any other or additional right or remedy available to the Company under applicable law. 5.5 Unrecoverable Site Installation Costs. Notwithstanding any contrary provision in this Agreement, upon termination of this Agreement by Customer for any reason, other than an Event of Default by the Company,Customer shall pay the Company the amount of unrecoverable Site installation costs as specified in Exhibit A,Table 2. ARTICLE VI REPRESENTATIONS 6.1 Representations of the Parties. Each Party hereby represents and warrant as follows: (a) It has full power,authority and legal right to enter into and perform this Agreement. (b) The Agreement, including all exhibits,have been duly entered into and delivered by it. (c) This Agreement constitutes its legal,valid and binding obligation subject • to applicable principles of equity or other similar laws. ARTICLE VII INSURANCE 7.1 Company Insurance. During the Term, the Company shall maintain the following insurance: (a) Commercial General Liability insurance coverage against third-party claims,for bodily injury(including death)and/or damage to property resulting from or caused by the operation, handling and transportation of the Company Equipment during the Term, with minimum limits of$1,000,000 per occurrence/$2,000,000 aggregate. (b) Property insurance on the Company Equipment, with limits of not less than the full replacement value of the equipment,which coverage shall include losses caused by fire,theft,vandalism,acts or omissions of the Company,its employees and agents or third parties, V.2.28.13 5 00122919.1/2010-0003) 54 or other risk of loss customarily insured against in a commercial property loss policy. Waiver of subrogation will be granted in favor of Customer under the Company's Property insurance policy. (c) Workers compensation insurance for the Company's employees in amounts required by the laws of the state(s)where the work will be performed. (d) To the extent that any subcontractors or agents of the Company are not covered by the Company's insurance in Sections 7.1(a), (b) and (c) above,the Company shall require any subcontractors or agents to carry the same insurance and Iimits as required of Company. (e) Customer is to be included as an additional insured on the policy or policies required in paragraph(a)of this Section 7.1. 7.2 Customer Insurance. During the Term,Customer shall maintain the following insurance: (a) Commercial General Liability insurance coverage against third-party claims,for bodily inj ury(including death)and/or damage to property resulting from or caused by acts or omissions of Customer or its employees, contractors, agents or representatives, with minimum limits of$1,000,000 per occurrence/$2,000,000 aggregate; (b) Property insurance on the Customer Equipment, with limits of not less than the full replacement value of the equipment which coverage shall include losses caused by fire,theft,vandalism,acts or omissions of Customer,its employees and agents or third parties,or other risk of loss customarily insured against in a commercial property loss policy. Waiver of subrogation will be granted in favor of the Company under the Customer's Property insurance policy. (c) To the extent Customer has employees,workers compensation insurance for Customer's employees in amounts required by the laws of the state(s) in which the Site is located. (d) The Company is to be included as an additional insured on the policy or policies required in paragraph(a)of this Section 7.2. 7.3 Evidence of Insurance. On the Effective Date and on each renewal date, the Company shall furnish certificates to Customer evidencing the foregoing required insurance is in full force and effect and Customer shall furnish certificate(s) to the Company evidencing the required insurance set forth herein is in full force and effect. ARTICLE VIII FORCE MAJEU11E;LOSS OR DAMAGE TO EQUIPMENT 8.1 Force Majeure. In the event either Party is prevented,in whole or in part,from performing its obligations under this Agreement due to a Force Majeure Event, then such • obligations shall be suspended during the period of the Force Majeure Event. The Party unable to so perform shall provide the other Party with written notice setting out the reason for non- performance within a reasonable time of discovering the Force Majeure Event.The Party which has suspended its performance shall promptly notify the other Party of the removal of the event or circumstance preventing it from performing its obligations and shall resume the performance of its obligations as soon as reasonably practicable after such removal;provided,however,that in no event shall any Party be required to resume performance of its obligations hereunder after the expiration of the Term unless such obligations by their nature survive the termination of this Agreement. 6 V.2.28.13 {00122919.1/2010-0003} 55 8.2 Loss or Damage to Equipment. In the event of a Force Majeure Event resulting in the Company Equipment being lost, damaged or stolen and as a result the Company is not capable of providing the services contemplated by this Agreement, the Company shall use commercially reasonable efforts to repair or replace such equipment as soon as possible, but otherwise,the Company's obligations under this Agreement shall be suspended until such time that the equipment is repaired or replaced. Customer's obligations to make payment shall be suspended during such time period. ARTICLE IX LIMITATIONS OF LIABILITY 9.1 Limitations of Liability. (A) UNDER NO CIRCUMSTANCES SHALL A PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, BUSINESS INTERRUPTION DAMAGES OR OTHER NON-DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER ARISING UNDER STATUE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR. OTHERWISE, AND WHETHER ARISING FROM A PARTY'S SOLE, JOINT, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE. WITHOUT LIMITATION OF THE FOREGOING, THE COMPANY SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DAMAGES TO CUSTOMER EQUIPMENT OR OTHER EQUIPMENT OR FACILITIES LOCATED ON THE SITE CAUSED BY OR.RELATED TO THE PROVISION OF ENHANCED POWER QUALITY OR BACKUP POWER,INCLUDING IF DUE TO AN OVERLOAD CONDITION. • (B) EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE,RELATING TO SERVICES,EQUIPMENT OR MATERIALS SUPPLIED BY THE COMPANY UNDER THIS AGREEMENT, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED. (C) NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT IN ANY CALENDAR YEAR EXCEED THE SERVICE FEF.PAYABLE TO THE COMPANY FOR SUCH CALENDAR YEAR. ARTICLE X MISCELLANEOUS 10.1 Change in Law. If a Change in Law is enacted that increases the Company's costs to perform this Agreement or reduces Company's revenue under this Agreement,including imposition of new or changes in rates,taxes,fees,charges,assessments,restrictions on emissions allowance requirement(s), or that prevents or otherwise adversely affects participation in any revenue generating program or activity described in Section 4.4,the Parties will negotiate in good faith to revise this Agreement in a manner intended to restore the Company's original economics to the same position as if the Change in Law had not occurred. If the Parties are unable to reach agreement on an acceptable restructuring within thirty(30) days after the Company gives notice to Customer of the Company's proposal to restructure this Agreement, then the Company may terminate this Agreement upon the earlier of thirty(30)days after notice to Customer or the date that the of Change in Law becomes effective and the Company will remove the Company Equipment from the Site within ninety(90)days of such termination. v.2.28.13 7 (00122919.1/2010-0003) 56 10.2 Confidentiality. Customer agrees not to use or disclose any Confidential Information except to perform this Agreement. As used herein, "Confidential Information" means non-public information provided by on or behalf of the Company to Customer in connection with this Agreement, including, the configuration of the Company Equipment, the manner in which the Company Equipment is used, operated and maintained, this Agreement (including all exhibits), and all information provided to Customer by the Company incident to negotiating this Agreement. 10.3 Notices. All notices,demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or made when delivered personally or by reputable overnight courier service (charges prepaid)to the recipient. Such notices,demands and other communications shall be sent to the addresses specified in Exhibit A,or to such other address or to the attention of such other person as the recipient Party has specified by prior written notice to the sending Party. 10.4 Independent Contractor. The Company shall be an independent contractor under this Agreement and this Agreement shall not be construed as creating a partnership,joint venture, agency or employment relationship, or as granting a franchise under either federal or state law. 10.5 Amendments and Waiver. This Agreement (including the exhibits) may be amended or modified by, and only by, a written instrument executed by all the Parties hereto (including by way of supplement to or replacement of exhibits); provided, however, a Party's contact information set forth in Exhibit A may be amended by a notice from such Party. The terms of this Agreement may be waived by, and only by, a written instrument executed by the Party against whom such waiver is sought to be enforced. 10.6 Assignments and Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective permitted successors and assigns. This Agreement shall not be assigned by Customer without the prior written consent of the Company which consent shall not be unreasonably withheld. Any assignment in violation of this provision shall be null and void. 10.7 Entire Agreement. This Agreement embodies the entire agreement and understanding between the Parties hereto relating to the subject matter hereof and supersedes any prior agreements and understandings relating to the subject matter hereof. In the event of any conflict between the terms set forth in Articles 1.-X and any exhibit hereto,the terms set forth in this Agreement shall control. 10.8 Interpretative Matters. In this Agreement,unless otherwise specified or where the context otherwise requires: (a) the headings of particular provisions of this Agreement are inserted for convenience only and will not be construed as a part of this Agreement or serve as a limitation or expansion on the scope of any term or provision of this Agreement; (b) the words "include,""includes"and"including" shall be deemed to be followed by the words"without limitation"; (c) all exhibits referred to herein are incorporated herein by reference;and (d) references to any person or entity include the permitted successors and assigns of such person or entity. 10.9 Severability. If any part or provision of this Agreement is or shall be deemed violative of any applicable law, such legal invalidity shall not void this Agreement or affect the remaining terms and provisions of this Agreement, and this Agreement shall be construed and interpreted to comport with all such laws,rules or regulations to the maximum extent possible. 10.10 Governing Law. This Agreement and the rights and obligations of the Parties . hereto shall be construed under and governed by the laws of the State of Minnesota, without giving effect to principles of conflict of laws. V.2.28.13 8 (00122919.1/2010-0003} 57 10.11 Counterparts. This Agreement may be executed in any number of counterparts and any Party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute but one and the same instrument. 10.12 Delegation to Affiliates. The Company may delegate any of its performance obligations under this Agreement to one or more affiliates provided that the Company will remain financially responsible for any failure to perform or other acts or omissions of its affiliates to the same extent that such failures,acts or omissions were those of the Company. [SIGNATURE PAGE TO FOLLOW] • V.228.13 9 (00122919.1/2010-0003) 58 IN WITNESS WHEREOF,the Parties hereto hereby warrant that they have the requisite authority to execute this Agreement,and have executed this Agreement,as of the Effective Date. NRG RELIABIITY SOLUTIONS LLC By: Name: Title: CITY OF FARMINGTON BY: Its Mayor AND: Its City Administrator V.228.13 10 (00122919.1/2010-0003) 59 • EXHIBIT B FORM OF GROUND LEASE AND MEMORANDUM GROUND LEASE AGREEMENT This Ground Lease Agreement ("Lease") is entered into effective the day of , 20_, between ("Lessor"), and NRG Reliability Solutions LLC("Lessee"): Lessor and Lessee are sometimes referred to individually as a"Party" and collectively as the"Parties". WHEREAS, Lessor and Lessee entered into a Reliability Service Agreement (the "Reliability Agreement");and WHEREAS, the Parties deem it advantageous for performance of the Reliability Agreement to lease the Leased Premises as stated herein. NOW THEREFORE,in accordance with the terms and conditions described herein,for good and - valuable consideration,the receipt and sufficiency of which are acknowledged,Lessor and Lessee covenant and agree as follows: SECTION 1. LEASED PREMISES: Lessor hereby leases to Lessee approximately sq.ft parcel of land more particularly described on Exhibit A("Leased Premises"),and Lessee hereby leases the Leased Premises from Lessor subject to the terms and conditions stated below. Lessee has inspected the Leased Premises and accepts it in its present condition unless expressly noted otherwise in this Lease. Lessor and any agent have made no express or implied warranties as to the condition or permitted use of the Leased Premises. Lessor shall deliver possession of the Leased Premises to Lessee as of the Commencement Date. In addition to the leasehold estate granted to Lessee under this Lease,Lessor grants to Lessee the right of ingress and egress to and from the Leased Premises as necessary to perform Lessee's duties and obligations under the Reliability Agreement. SECTION 2. TERM: The term of the leasehold estate of Lessee in the Leased Premises created hereunder shall commence on ,20 ("Commencement Date")and shall expire upon the date of termination of the Reliability Agreement. SECTION 3. CONSIDERATION: Lessee agrees to pay to Lessor,as rent,$1.00 per year in advance. The first sudh payment shall be due and payable on or before the Commencement Date, with successive annual payments being due and payable on the anniversary date of the Commencement Date. The rights and benefits conferred on each Party, and the promises made, under the Reliability Agreement constitute additional consideration for this Lease. 11 V.2.28.13 {00122919.1/2010-0003} 60 SECTION 4. INSTALLATION OF COMPANY EQUIPMENT;LESSOR ACCESS: Installation of Company Equipment(as defined in the Reliability Agreement)and Lessor's access to the Leased Premises will be governed by the Reliability Agreement. SECTION 5. PERMITTED USE: Except as otherwise provided herein, Lessee wiII use the Leased Premises for the purpose of performing its duties and obligations under the Reliability Agreement,and in any lawful manner necessary or incidental to the performance of such duties and obligations. SECTION 6. ASSIGNMENT, SUBLETTING AND MORTGAGING OF LEASED PREMISES: Without the prior written consent of Lessor, Lessee may not assign this Lease or any rights of Lessee hereunder, except to a permitted assignee under the Reliability Agreement. Any assignment or subletting shall be expressly subject to all the terms and provisions of this Lease, including the provisions of Section 5 pertaining to the use of the Leased Premises. • SECTION 7. TERMINATION: This Lease Agreement may be terminated by a non-defaulting Party upon the occurrence of an event of default under the Reliability Agreement and expiration of any applicable cure period thereunder. Upon termination for default,Lessee will have a right of access for a period 90 days to remove its property from the Leased Premises. Lessee will not remove the Company Equipment if Lessor exercises its option to purchase the Company Equipment in accordance with the Reliability Agreement. SECTION S. CONDEMNATION: If during the Term hereof,any part of the Leased Premises is acquired or condemned by eminent domain for any public or quasi-public use or purpose,or is sold to a condemning authority under threat of condemnation, and after such taking by or sale to said condemning authority the remainder of the Leased Premises is not susceptible to efficient and economic occupation and operation by Lessee,this Lease shall automatically terminate as of the date that said condemning authority takes possession of the Leased Premises,and Lessor will use its best efforts to make a comparable parcel of land of the same size available for lease to Lessee for the remainder of the Term under the same terms and conditions as this Lease. SECTION 9. GENERAL PROVISIONS: a. Entire Agreement-This Lease Agreement embraces the entire agreement of the parties mentioned herein pertaining to the Leased Premises and no statement, remark, agreement, or understanding, either oral or written, not contained herein shall be recognized or enforced as it pertains to the Lease of the Leased Premises,except that this Lease Agreement may be modified by written addendum agreed to and signed by all pertinent parties and attached hereto. b. Use of Terms - For the purpose of this Lease Agreement, the singular number shall include the plural and the masculine shall include the feminine and visa-versa, whenever this Lease so admits or requires. 12 V.2.28.13 {00122919.1/2010-0003} 61 c. Headings and Captions - The Section captions and headings are inserted solely for the convenience of reference and are not part of nor intended to govern, limit, or aid in the construction of any provision hereof. d. Governing Law - This Lease Agreement shall be governed by the laws of the state in which the Leased Premises is located. e Severability-If any section,paragraph,sentence or phrase entered in this Lease is held to be illegal or unenforceable by a court of competent jurisdiction,such illegality or unenforceability shall not affect the remainder of this Lease and, to this end, the provisions of this Lease are declared to be severable. IN WITNESS WHEREOF the said Lessor and Lessee have executed this instrument this day of ,20 . LESSOR: [ ] By:. Name: Title: LESSEE: NRG Reliability Solutions LLC By: Name: Title: [NOTARY PAGE TO FOLLOW] 13 V.2.28.13 {00122919.1/2010-0003} 62 THE STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of ,20_,by ,on behalf of Notary Public,State of THE STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of ,20_,by ,on behalf of NRG Reliability Solutions LLC. Notary Public,State of 14 V.2.28.13 {00122919.1/2010-0003} 63 EXHIBIT A to Ground Lease Agreement [DESCRIPTION OF LEASED PREMISES] MEMORANDUM OF GROUND LEASE STATE OF § COUNTY OF § Lessor: Lessor's Address: Lessee:NRG Reliability Solutions LLC Lessee's Address: Effective Date: Term:Commencing on ,20 and ending on ,20_ Leased Premises: The Lease grants to Lessee during the Term the use and possession of the land described on' Exhibit A ("Leased Premises") attached hereto. This Memorandum of Lease is executed by Lessor and Lessee and placed of record in the county in which the Leased Premises are located solely for the purpose of giving notice of the existence of the lease. LESSOR: [ ] By: Name: Title: LESSEE: NRG Reliability Solutions LLC By: • Name: Title: [NOTARY PAGE TO FOLLOW] 15 V.2.28.13 {00122919.1/2010-0003} 64 THE STATE OF § COUNTY OF § This instrument was acknowledged before me on •the day of , 20 , by ,on behalf of Notary Public,State of THE STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of , 20_, by ,on behalf of NRG Reliability Solutions LLC Notary Public,State of V.2.28.13 16 00122919.1/2010-0003} 65 CITY OF FARMINGTON Dakota County,Minnesota STANDARD SUPPLEMENTAL CONDITIONS FOR CITY CONTRACTS AGREEMENT made this day of , 20 , between the CITY OF FARMINGTON a municipal corporation ("City"), and NRG Reliability Solution, LLC, a Delaware limited liability company("Company"). IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS HEREIN CONTAINED,THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The scope of services are detailed in the Contract Document captioned Reliability Service Agreement between the City and Company dated , 2013 that specifies terms and conditions for Company's provision of backup power to City. That Agreement was drafted by the Company and establishes several terms and conditions that are inconsistent with Minnesota statutory provisions governing the City of Farmington. This supplemental agreement is intended to incorporate standard City of Farmington conditions into the base agreement drafted by the Company. 2. CONTRACT DOCUMENTS. The following documents shall be referred to as the "Contract Documents", all of which shall be taken together as a whole as the contract between the parties as if they were set verbatim and in full.herein: A. This Standard.Supplemental Conditions For City Contracts(the"Contract") B. Reliability Service Agreement dated ,2013("RSA") In the event of conflict among the provisions of the Contract Documents,the order in which they are listed above shall control in resolving any such conflicts with Contract Document "A" having the first priority and Contract Document "B" having the last priority. For avoidance of doubt, the Company's obligation during an Outage shall be to use commercially reasonable efforts to operate the Company Equipment and in the event that the Company Equipment will not operate during an Outage,the Company will either repair the Company Equipment or provide replacement equipment as soon as is commercially practicable. 3. OBLIGATIONS OF THE COMPANY. The Company shall provide the goods, services,and perform the work in accordance with the Contract Documents. • 169895v01 {00122922.1 /2010-0003}1 JJJ:04/18/2013 66 4. PAYMENT. A. The City agrees to pay and the Company agrees to receive and accept payment in accordance with the fees specified in the RSA. B. Invoices to the City and payment to the Company by the City shall be subject to Minnesota statutory provisions pertaining to claims,including Minnesota Statutes§ 471.38,471.40,and the Minnesota Prompt Payment Act,M.S. §425.425. C. Payments to SubCompany. (1) Prompt Payment to SubCompanys. Pursuant to Minn.Stat. § 471.425,Subd.4a,the Company must pay any subCompany within ten(10)days of the Company's receipt of payment from the City for undisputed services provided by the subCompany. The Company must pay interest of 11/2 percent per month or any part of a month to any subCompany on any undisputed amount not paid on time to the subCompany. The minimum monthly interest penalty payment for an unpaid balance of$100.00 or more is $10.00. For an unpaid balance of less than$100.00,the Company shall pay the actual penalty due to the subCompany. (2) Form IC-134(attached)required from general Company. Minn. Stat. §290.92 requires that the City obtain a Withholding Affidavit for Companys,Form IC-134,before making final payments to Companys. This form needs to be submitted by the Company to the Minnesota Department of Revenue for approval. The form is used to receive certification from the state that the vendor has complied with the requirement to withhold and remit state withholding taxes for employee salaries paid. 5. ACCESS TO SECURE PROPERTY. The provision of services by Company under the RSA may necessitate the access by Company to secured areas of City Facilities. Notwithstanding provisions in the RSA in Article IV, the City may reasonably limit or regulate Company access to City secured areas or facilities; provided, that the City shall release, discharge and relinquish, and indemnify, defend and hold harmless Company, its affiliates,and their employees,directors,officers and contractors,from and against any and all damages, liabilities, costs, expenses, claims, causes of action and demand to the extent arising from any limitation by City, its employees, contractors or agents, of Company's access to the Company Equipment. 169895v01 {00122922.1/2010-0003}2 JJJ:04/18/2013 67 6. COMPANY'S REPRESENTATIONS. • A. Company has examined and carefully studied the Contract Documents and other related data identified in the Contract Documents,Not Applicable B. Company has visited the site and become familiar with and is satisfied as to the general,local,and site conditions that may affect cost,progress,and performance of the work. C. Company is familiar with and is satisfied as to all federal,state,and local laws and regulations that may affect cost,progress,and performance of the work. D. Company is satisfied with the visible surface conditions of the area in which the Company Equipment will be located and does not consider that any further examinations,investigations,explorations,tests,studies,or data regarding same are necessary for the performance of the work at the contract price,within the contract times,and in accordance with the other terms and conditions of the Contract Documents. E. Company is aware of the general nature of work to be performed by the City and others at the site that relates to the work as indicated in the Contract Documents. F. Company has correlated the information known to Company,information and observations obtained from visits to the site,reports and drawings identified in the Contract Documents,and all additional examinations,investigations,explorations,tests,studies,and data with the Contract Documents. G. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the work. H. Subcontracts: (1) Unless otherwise specified in the Contract Documents,the Company shall,upon receipt of the executed Contract Documents, submit in writing to the City the names of the subCompanys proposed for the work. SubCompanys may not be changed except at the request or with the consent of the City,which shall not be unreasonable withheld. (2) The Company is responsible to the City for the acts and omissions • of the Company's subCompanys,and of their direct and indirect employees,to the same extent as the Company is responsible for the acts and omissions of the Company's employees. 169895v01 {00122922.1/2010-0003}3 JJJ:04/18/2013 68 (3) The Contract Documents shall not be construed as creating any contractual relation between the City,the Engineer,and any subCompany. (4) The Company shall bind every subCompany by the terms of the Contract Documents. 7. INSURANCE AND BOND REQUIREMENTS. A. Policy Requirements. All insurance policies(or riders)required by this Contract(i)shall be taken out by Company and maintained with responsible insurance companies organized under the laws of one of the states of the United States and qualified to do business in the State of Minnesota,(ii)shall not be canceled or materially revised without Company or its insurance agent/broker giving written notice to City as an additional insured at least thirty(30)days before cancellation or revision becomes effective,(iii)shall name Company as an insured party and City as an additional insured;(iv)shall be evidenced by a certificate of insurance listing City as an additional insured which shall be filed with the City. 8. WARRANTY. The Company shall be held responsible for any and all defects in workmanship,materials,and equipment which may develop in any part of the contracted service, and upon proper notification by the City shall replace,without cost to the City,any such faulty part or parts and damage done by reason of the same in accordance with the specifications. 9. INDEMNITY. The Company agrees to indemnify and hold the City harmless from any claim made by third parties as a result of the negligence or willful misconduct of the Company in connection with the services performed by it and any claim that use of the Company's Equipment in connection with the services performed by the Company violates any license or patent. In addition,the Company shall reimburse the City for any cost of reasonable attorney's fees it may incur as a result of any such claims. Notwithstanding any contrary provision in this Contract,the Company's indemnification obligations set forth above in this Section 9,and all other terms and provisions in the Contract Documents are subject to Article IX of the RSA(Limitations of Liability);provided,however,that the limitation of liability in Section 9.1 (C)of the RSA shall be exclusive of insurance carried by the Company pursuant to the RSA. 10. MISCELLANEOUS. A. Terms used in this Agreement have the meanings stated in the Contract Documents. B. City and Company each binds itself,its partners,successors,assigns and legal representatives to the other party hereto,its partners,successors,assigns and legal representatives in respect to all covenants,agreements,and obligations contained in the Contract Documents. 169895v01 (00122922.1/2010-0003)4 JJJ:04/18/2013 69 • C. Any provision or part of the Contract Documents held to be void or unenforceable under any law or regulation shall be deemed stricken,and all remaining provisions shall continue to be valid and binding upon the City and Company,who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provisions. D. Data Practices/Records. (1) Notwithstanding§ 10.2 of the RSA,all data created,collected, received,maintained or disseminated for any purpose in the course of this Contract is governed by the Minnesota Government Data Practices Act,Minn. Stat.Ch. 13,any other applicable state statute, or any state rules adopted to implement the act,as well as federal regulations on data privacy. (2) All books,records,documents and accounting procedures and practices to the Company and its subCompanys,if any,relative to this Contract are subject to examination by the City and State Auditing agencies. E. Software License. If equipment provided by the Company pursuant to this Contract contains software,including that which the manufacturer may have embedded into the hardware as an integral part of the equipment,the Company shall pay all software licensing fees. The Company shall also pay for all software updating fees for a period of one year following cutover. Nothing in the software license or licensing agreement shall obligate the City to pay any additional fees as a condition for continuing to use the software. F. Assignment. Neither party may assign,sublet,or transfer any interest or obligation in this Contract without the prior written consent of the other party,which shall not be unreasonably withheld, and then only upon such terms and conditions as both parties may agree to and set forth in writing;provided,that the Company may assign or transfer any interest or • obligation in the Contract Documents to an affiliate without the prior written consent of the City. G. Waiver. In the particular event that either party shall at any time or times waive any breach of this Contract by the other,such waiver shall not constitute a waiver of any other or any succeeding breach of this contract by either party,whether of the same or any other covenant,condition or obligation. H. Governing Law/Venue. The laws of the State of Minnesota govern the interpretation of this Contract. In the event of litigation,the exclusive venue shall be in the District Court of the State of Minnesota for Dakota County. I. Severability. If any provision,term or condition of this Contract or the • RSA is found to be or become unenforceable or invalid,it shall not effect the remaining provisions,terms and conditions of this Contract or the RSA,unless such invalid or 169895v01 {00122922.1 /2010-0003)5 JJJ:04/18/2013 70 • unenforceable provision,term or condition renders this Contract or RSA impossible to perform. Such remaining terms and conditions of the Contract and RSA shall continue in full force and effect and shall continue to operate.. J. Entire Agreement. This Contract and the RSA represents the entire agreement of the parties and is a final,complete and all inclusive statement of the terms thereof, and supersedes and terminates any prior agreement(s),understandings or written or verbal representations made between the parties with respect thereto. K. Permits and Licenses;Rights-of-Way and Easements. The Company shall procure all permits and licenses,pay all charges and fees therefore,and give all notices necessary and incidental to the construction.and completion of the project. The City will obtain all necessary rights-of-way and easements. The Company shall not be entitled to any additional compensation for any construction delay resulting from the City's not timely obtaining rights-of- way or easements. L. If the work is delayed or the sequencing of work is altered because of the action or inaction of the City,the Company shall be allowed a time extension to complete the work but shall not be entitled to any other compensation;provided,the City shall in any event pay the Service Fee,Fuel Costs and any other amounts payable in accordance with the RSA. IN WITNESS WHEREOF,the parties have signed this Contract as of the date and year first above written. 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O O co co O O O O co ,-- co O co O a0- O s O U I- ca -t O O O O m a a O O CD m U) m m M a) ' O O. - co O 0 0 sr V' m m O O NI (O (a La O O ti O ti N N p N• (O t0 O DO co (O m N LO CO CO CO CO O . o L(i W CO F CO V' M M V' V' m LO O O O O O h N O a) Lo in O E a) n m m CO V' V' n N N co Ln N CD Q Lri . 0- m ti C N M > CO o c O a O E co M co co co co co co r p s l— s- 0 CO 0 co o J 0 4 V 4 • W co - . ❑ m 'Co r r r m m m m m m U 0 L Ot g g S g Q , e N N o y N N to 0 Fez. ARj City of Farmington 430 Third Street IDI Farmington,Minncsota A� 651.280.6R00•Fax 651280.6899 \ www.ci.earmingarn.mn.us TO: Mayor, Councilmembers, City Administrator FROM: Cynthia Muller,Executive Assistant SUBJECT: Approve On-Sale Liquor and Sunday Liquor License—Ground Round Grill and Bar DATE: June 17, 2013 INTRODUCTION Pursuant to City Ordinance 3-12-6-2, a public hearing must be held to establish an On-Sale Liquor License and an On-Sale Sunday Liquor License. DISCUSSION Mr.Kirk Zeaman has submitted the required license fees and application for an On-Sale Liquor License and On-Sale Sunday Liquor License for Ground Round Grill and Bar, located at 20700 Chippendale Avenue W, #15 (Tamarack Retail Center).The application and required documentation have been reviewed and approved by the Police Department. BUDGET IMPACT The fees collected are included in the revenue estimates of the 2013 budget. ACTION REQUESTED Approve an On-Sale Liquor License and an On-Sale Sunday Liquor License for Ground Round Grill and Bar at 20700 Chippendale Avenue W,#15. Respectfully submitted, Cynthia Muller Executive Assistant 96 fYARi , City of Farmington 430 Third Street Farmington,Minnesota �.� 65E280.6800.Fax 651.280.6899 "A is w+t•H:c�.harrnmgG m.mn.ux TO: Mayor, Councilmembers and City Administrator FROM: Robin Hanson Finance Director SUBJECT: Online Bill Presentment and Electronic Payment Options—Utility Accounts DATE: June 17, 2013 INTRODUCTION In response to numerous customer requests and direction provided by Council, staff has researched providing electronic bill presentment and expanded bill payment options for the City's utility accounts(i.e. sewer, solid waste, storm water,water and street lights). There are a variety of electronic bill payment options. The City currently provides customers the opportunity to utilize ACH to pay their bills(i.e. automatic withdrawal from a customer's checking or savings account). Approximately 980 or 16%of the City's customers currently utilize ACH to pay their utility bills. Staff is interested in expanding the bill payment options provided to include both one-time and recurring debit/credit card transactions and e-checks. DISCUSSION Online Account Information and Bill Presentment-Infinity.Link The City currently uses Advanced Utility System's (Advanced) CIS Utility Billing software to account for and manage its utility accounts.Advanced has an additional module, Infinity.Link, which provides online access to account balances and electronic bill presentment. The City does not have to "purchase"this module; it is available as part of its ongoing LOGIS fee. Though the City would not have to purchase the module, we would still incur other costs to implement this process, such as, legal costs to review the various agreements(e.g.terms of use, privacy statement, etc.)and staff time for review and testing of the expanded site. ✓ Finance staff participated in an extensive demonstration of this system earlier this year and recommends adding this module. 97 Bill Payment Choices Electronic payment processing involves three key questions: 1. Should the City charge the user a convenience fee? 2. Which vendor should the City use for electronic payments? 3. Should the City accept electronic payments internally, be it from walk-in customers,by mail, fax or phone? Electronic Payment Fees- User Convenience Charge Model Under this model the user would pay a convenience fee. The fee charged would depend on the vendor used, would have a maximum transaction amount, for example$600, and would likely cost customers$4-$5/transaction. The advantages to this method are that it pays for itself, only those who utilize this option are charged, and the staff time involved is minimal. A third party vendor handles all of the payment processing. They provide the City with an electronic listing of those who have paid which is uploaded into the City's utility accounting system and they remit the net fees(fees collected less their processing fees) to the City. It is possible delinquent accounts,while they would likely still complain about the fee being charged, may take advantage of this option as the fee being charged is less than the delinquent fees that would be assessed if they do not make timely payment. The disadvantage is customers complaining about the fee being charged resulting in low participation, especially for those customers whose accounts are current. Electronic Payment Fees-Absorption Model Under this model the City would not charge an up-front user convenience fee. Rather,the City would pass on the increased costs through future rate increases. This would in fact be similar to customers' experiences at their local retailer or gas station where the cost of the convenience charges are built into the prices charged for groceries, clothes, fuel, etc. The transaction costs for this model are significantly less than the user fee model described above. The specific fees would depend on the vendor(s)the City used for payment processing and the type of payment used.Assuming a$600/transaction maximum, the transaction fee would likely range from$1.75-$2.50/transaction. Note:these fees are lower than the City would incur for other areas interested in offering electronic payment options, such as the pool,hockey arena, permits and/or licenses, because most of the credit card companies charge a lower processing fee for `utility' accounts. The City invoices approximately 2,000 accounts each month. If 20% (industry standard is 15- 20%of accounts)of these accounts paid their bills electronically, assuming a$2.50/transaction fee,this would cost the City approximately$12,000/year(2,000 accounts x 20%participation x $2.50/transaction). Spread amongst the four utility funds(i.e. sewer, solid waste, storm water and water),this would cost each fund approximately$3,000/year to provide customers with the option to pay their bills electronically. If participation were as high as 30%,the total cost would be$18,000/year or$4,500/year for each utility fund. The advantages to this method are customer convenience and much higher participation rates. The primary disadvantage is customers who do not take advantage of this payment option would pay for the convenience of having these options available through higher utility charges. This 98 same situation applies to the purchaser who shops at their local grocery store,retailer or gas station. ✓ To achieve the highest rate of customer satisfaction and participation staff recommends the City choose to absorb the fees related to electronic payment processing and consider these costs as future utility rates are set. Which vendor? City staff reviewed a listing of Vendors used by other cities in the LOGIS group, has talked with the payment processor the City's primary bank works with, and has participated in a couple different webinars from other vendors. All of these vendors provide the option to pay electronically through the web. However,only one of these vendors, Paymentus, offers the option for customers to make payment by phone. Given that not all of our customers have internet access or are not comfortable entering their payment information online, City staff feels the phone payment option is a significant feature. In addition, unlike the other vendor choices where the City must negotiate and establish a separate merchant and payment processing arrangement, for a single fee Paymentus provides both the merchant and payment processing services. Furthermore, with Paymentus the City would be able to accept Discover, MasterCard and VISA debit/credit cards(American Express does not offer the lower`utility' rate). Some other cities do not accept Discover, because of their higher card fees. Paymentus would charge the City$2.50/transaction increment for debit/credit card transactions and would charge$1.50/transaction increment for e-check payments. The increment would most likely be$600. This means for individual transactions up to and including$600 the cost would be$2.50 for a debit or credit card payment. A transaction in the amount of$1,150 would cost the City$5.00 (i.e. a flat fee of$2.50 for each$600 increment). Paymentus does not require a minimum number of transactions. They do, however,require a three-year commitment to help offset their initial investment to establish the City's account. Paymentus and City staff would monitor the City's average account balance and the percentage of reward and commercial cards used for payment to determine if future fee adjustments were needed. The Finance staff has participated in a webinar with Paymentus and staff has completed reference checks with three of Paymentus current Minnesota customers.All three references shared they have been very pleased with Paymentus. One additional note, Hutchinson Utilities Commission(also a LOGIS member)recently completed a search for a new electronic payment processing vendor. They concluded Paymentus best met their needs which included reasonable pricing,the ability to pay by phone and excellent customer service. They are in the process of working with LOGIS to integrate Paymentus with the Infinity.Link site and have targeted an August 1,2013 implementation date. ✓ Based on the above information, staff recommends the City select Paymentus as their vendor for electronic utility payments. 99 Should the City accept electronic payments internally for utility accounts? The City accepts debit/credit cards at its liquor stores and for its Parks and Recreation programs and shelter reservations. Customers will expect the City to accept electronic payments internally for its utility accounts. ✓ Staff recommends the City internally accept electronic payments for its utility accounts PCI Compliance As we have researched electronic payment options, we have learned more about the Payment Card Industry's (PCI) compliance requirements. Their standards dictate the types of processes and systems the City needs to have in place to ensure the risk of fraudulent transactions is minimized. For the utility programs, this will most likely involve dedicating one or possibly two computers to the processing of electronic payments;these computers would not be used for anything else. They would be dedicated, stand-alone computers available solely for processing electronic utility payments. In addition periodic tests of the City's network would need to be conducted. The reason for this is security. Staff recommends the City work with a third party specialist, most likely LOGIS since they host most of our programs and are already familiar with the City's technology set-up,to review the City's processes and technology configuration to ensure the City meets industry best practices. Staff recommends this be done not only for its utility payments, but also recommends electronic payments processed at the liquor stores and for the Parks and Recreation programs be reviewed at the same time. ✓ Staff will bring back a contract at a later-date for a third party vendor to assist with the City's PCI compliance review. Are there potential benefits to the City? Providing online bill presentment and additional payment options may result in a reduction in delinquent accounts,reduced costs associated with the preparation and distribution of utility statements and a reduction in staff time for the processing of utility payments.Actual results will depend on the level of customer participation. Timing? If Council were to approve staff's recommendation,then staff would begin working with LOGIS and Paymentus to implement the new software and payment processing with the goal of making the new services available to customers around November 1. As part of that process the City would need to enter into the two attached agreements—Paymentus Master Services Agreement (the initial agreement will only be for three years)and the Chase Paymentech Merchant Agreements—both have been reviewed by the City Attorney. 100 BUDGET IMPACT User Convenience Charge Model If the Council chooses to charge a convenience fee,then the only costs to the City would be legal costs related to the initial set-up of the Infmity.Link site and the related staff time to review,test and maintain the site. Absorption Model If the Council chooses to absorb the electronic payment processing fees,those costs would be allocated amongst four of the five utility funds(i.e. sewer, solid waste, storm water and water). The Street Light Utility Fund, which represents less than 5%of the charges for utility services, would not be charged. For the first year the fund balance for each of these funds would absorb the related transactions costs. After the first year,the costs involved would be considered as part of the fee setting process for future years. ACTION REQUESTED Authorize staff to: • Implement the Infmity.Link software to provide online account balances and electronic bill presentment for its utility accounts, and • Enter into contracts with Paymentus and its Merchant Account vendor to provide processing of electronic payments(i.e. debit/credit cards and e-checks) under the Absorption Model for the City's utility accounts. Respectfully submitted, Robin Hanson Finance Director 101 Paymentus MASTER SERVICES AGREEMENT Client: City of Farmington, MN Client Address: Contact for Notices to Client: Robin Hanson Estimated Yearly Bills/Invoices: 100,000 This Master Services Agreement("Master Agreement") is entered into as of the Effective Date below, by and between the Client("Client")identified above and Paymentus Corporation,a Delaware Corporation ("Paymentus"). WHEREAS Paymentus desires to provide and the Client desires to receive certain services under the terms and conditions set forth in this Agreement. Paymentus provides electronic bill payment services to utilities, municipalities, insurance and other businesses. NOW,THEREFORE, in consideration of the mutual covenants hereinafter set forth,the receipt and sufficiency of which are hereby acknowledged,the parties, intending to be legally bound,hereby covenant and agree as follows. This Agreement consists of this signature page, General Terms and Conditions,and the attachments ("Attachments")with schedules("Schedules")listed below Schedule A: Paymentus Service Fee Schedule This Agreement represents the entire understanding between the parties hereto with respect to its subject matter and supersedes all other written or oral agreements heretofore made by or on behalf of Paymentus or Client with respect to the subject matter hereof and may be changed only by agreements in writing signed by the authorized representatives of the parties. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives. Client: Paymentus: By: By: Name: Name: Title: Title: Date: Date: Master Services Agreement—Absorbed Page 1 of 7 Confidential&Proprietary 5 June 2013 102 Paymentus GENERAL TERMS AND CONDITIONS 1 Definitions: System ("IVR") or secure Internet interface provided at the Paymentus Corporation's web site or other For the purposes of this Agreement, the websites part of Paymentus' Instant Payment following terms and words shall have the meaning Network ("WebSites"), collectively referred to as the ascribed to them, unless the context clearly ("System"). indicates otherwise. 2.2 Professionalism 1.1 "Agreement " or "Contract" shall refer to this Agreement, as amended from time to time, Paymentus shall perform in a professional which shall constitute an authorization for the term of manner all Services required to be performed under this contract for Paymentus to be the exclusive this Agreement. provider of services,stated herein,to the Client 3 Compensation 1.2 "User" shall mean the users of the Client's services 3.1 No Cost Installation 1.3 "Effective Date" shall be the last date upon Paymentus will charge no fees related to the which the parties signed this Agreement. The initial setup and personalization of its standard Agreement will not be effective against any party service for both Web and IVR interfaces. until the said date 3.2 Paymentus Service Fee 1.4 "Launch Date" shall be the date on which Client launches this service to the Users For each payment, Paymentus will charge a Paymentus Service Fee as per Schedule A. 1.5 "Payment" shall mean Users to make Paymentus Service Fee collected will be used to pay payments for Client's services or Client's bills the corresponding Credit Card transaction fees or transaction fees associated with Debit Cards or 1.6 "Payment Amount" shall mean the bill eChecks (hereinafter called "Transaction Fees") amount User wants to pay to the Client. except for the return items (eCheck returns or Credit/Debit Card chargebacks).. 1.7 "Services" shall include the performance of the Services outlined in section 2 of this Agreement A schedule of Paymentus Service Fee is attached hereto as Schedule A. The Paymentus Service Fee 1.8 "Paymentus Authorized Processor" shall is based on the Average Bill Amount ("Over- mean a Paymentus authorized merchant account Average") and on the assumption that the total provider and payment processing gateway number of payments and the total Payment Amount collected each month from the use of non utility rate 1.9 "Average Bill Amount"shall mean the total qualified cards ("Non-Qualified")such as commercial amount of Payments collected through Paymentus cards or purchase cards shall not exceed 5%. system in a given month divided by the number of Paymentus will apply monthly adjustments to the the Payments for the same month. Paymentus Service Fee based on the Over-Average and Non-Qualified adjustments. Paymentus can amend this schedule upon prior written notice to the 2 Description of Services to be performed Client, if such change is required due to changes in the Visa and MasterCard regulations or changes in 2.1 Scope of Services Credit Card fees or changes in the Average Bill Amount. Paymentus shall provide Users the opportunity to make Payments by Visa, MasterCard, Discover, E-check and other payment methods as deemed necessary by Paymentus. Payments may be made by Interactive Telephone Voice Response Master Services Agreement—Absorbed Page 2 of 7 Confidential&Proprietary 5 June 2013 103 Paymentus 4 Payment Processing operate with each other if Paymentus were to change its settlement and invoicing processes. 4.1 Integration with Client's Billing System At no cost to Client, Paymentus will develop one (1) 5 General Conditions of Services file format interface with Client's billing system using Client's existing text file format currently used to post 5.1 Service Reports payments to Client's billing system. Client will be responsible to provide Paymentus with the one file Paymentus shall provide Client with reports format specification and will fully cooperate with summarizing use of the Services by Users for a Paymentus during the development of the said given reporting period. interface. If Client chooses to create an automated file integration process to download the posting file, 5.2 User Adoption Communication by Client due to Paymentus security requirements, Client will use Paymentus specified integration process. Client will make Paymentus' Services available to its residential and commercial Clients by 4.2 Explicit User Confirmation different means of Client communication including a) through bills, invoices and other notices; b) by Paymentus shall confirm the dollar amount providing IVR and Web payment details on the of all Payments and the corresponding Paymentus Client's website including a "Pay Now" or similar link Service Fee to be charged to a Card and on a mutually agreed prominent place on the web electronically obtain the User approval of such site; c) through Client's general IVR/Phone system; charges prior to initiating Card authorizations and d) other channels deemed appropriate by the transaction. Paymentus will provide User with Client. electronic confirmation of all transactions. Paymentus shall provide Client with logos, graphics 4.3 Merchant Account and other marketing materials for Client's use in its communications with its users regarding the Paymentus will arrange for the Client to Services and/or Paymentus. have a merchant account with the Paymentus Authorized Processor for processing and settlement Both parties agree that Paymentus will be presented of the credit card transactions. as a payment method option. Client will communicate Paymentus option to its end 4.4 Card Authorization residential and commercial Clients wherever Client usually communicates its other payment methods. For authorization purposes, Paymentus will electronically transmit all Card transactions to the 5.3 Independent Contractor appropriate Card-processing center, in real time as the transactions occur. Client and Paymentus agree and understand that the relationship between both 4.5 Settlement parties is that of an independent contractor. Paymentus together with its authorized Card 5.4 Client's Responsibilities processor shall forward the payment transactions and corresponding Paymentus Service Fee to the In order for Paymentus to provide Services appropriate card organizations for settlement directly outlined in this Agreement, the Client shall co- to the Client's depository bank account previously operate with Paymentus by: designated by the Client (hereinafter the "Client Bank Account"). (i) Client will enter into all applicable merchant Card or cash management agreements. Paymentus will debit the Paymentus Service Fees from Client's account on a monthly basis. (ii) For the duration of this Agreement, Client will Paymentus together with Paymentus Authorized keep a bill payment link connecting to Paymentus Processor will continuously review its settlement and System at a prominent and mutually agreed location direct debit processes for its simplicity and on the Client website.The phone number for the IVR efficiencies. Client and Paymentus agree to fully co- payment will also be added to the web site. Client Master Services Agreement—Absorbed Page 3 of 7 Confidential&Proprietary 5 June 2013 104 Paymentus will also add the IVR payment option as part of the Notices shall be declared to have been given or Client's general phone system. received on the date the notice is physically received if given by hand delivery, or if notices given by US (iii) User Adoption marketing as described in 5.2. Post, then notice shall be deemed to have been given upon on date said notice was deposited in the (iv) Within 30 days of the merchant account mail addressed in the manner set forth above. Any setup,Client will launch the service to the Users. party hereto by giving notice in the manner set forth herein may unilaterally change the name of the (v) For the purpose of providing Client a posting person to whom notice is to be given or the address file for posting to Client's billing system, Client will at which the notice is to be received. provide the file format specification currently used to post its payments to the billing system. Client will 7.3 Interpretation fully cooperate with Paymentus and provide the information required to integrate with Client's billing It is the intent of the parties that no portion of system. this Agreement shall be interpreted more harshly against either of the parties as the drafter. 6 Governing Laws 7.4 Amendment of Agreement This Agreement shall be governed by the Modifications or changes in this Agreement laws of the state of Delaware. must be in writing and executed by the parties bound to this Agreement. 7 Communications 7.5 Severability 7.1 Authorized Representative If a word, sentence or paragraph herein Each party shall designate an individual to shall be declared illegal, unenforceable, or act as a representative for the respective party, with unconstitutional, the said word, sentence or the authority to transmit instructions and receive paragraph shall be severed from this Agreement, information. The parties may from time to time and this Agreement shall be read as if said word, designate other individuals or change the sentence or paragraph did not exist. individuals. 7.6 Attorney's Fees 7.2 Notices Should any litigation arise concerning this All notices of any type hereunder shall be in Agreement between the parties hereto, the parties writing and shall be given by Certified Mail or by a agree to bear their own costs and attorney's fees. national courier or by hand delivery to an individual authorized to receive mail for the below listed 7.7 Confidentiality individuals, all to the following individuals at the following locations: Client will not disclose to any third party or use for any purpose inconsistent with this To Client Agreement any confidential or proprietary non-public C/O: information it obtains during the term of this Address: Agreement about Paymentus' business, operations, Phone: financial condition, technology, systems, no-how, Fax: products, services, suppliers, Clients, marketing data, plans, and models, and personnel. Paymentus To Paymentus will not disclose to any third party or use for any C/O: President and CEO purpose inconsistent with this Agreement any Address: 13024 Ballantyne Corporate Place confidential User information it receives in Suite 400 connection with its performance of the services. Charlotte, NC 28277 Phone:888-212-2027 Fax:704-322-3776 Master Services Agreement—Absorbed Page 4 of 7 Confidential&Proprietary 5 June 2013 105 Paymentus 7.8 Intellectual Property attorney's fees and costs), incurred by any Client Indemnitee as a result or arising out of (i)the willful In order that the Client may promote the misconduct or negligence of Paymentus in Services and Paymentus' role in providing the performing the Services or (ii) a material breach by Services, Paymentus grants to Client a revocable, Paymentus of its covenants. non-exclusive, royalty-free, license to use Paymentus' logo and other service marks (the 8.2 Client Indemnification and Hold Harmless "Paymentus Marks") for such purpose only. Client does not have any right, title, license or interest, Client agrees to the fullest extent permitted express or implied in and to any object code, by law, to indemnify and hold harmless Paymentus, software, hardware, trademarks, service mark, trade its affiliates, officers, directors, stockholders, agents, name, formula, system, know-how, telephone employees, and representatives, (collectively, the number, telephone line, domain name, URL, "Paymentus Indemnitees") from and against all copyright image, text, script (including, without liabilities, demands, losses, damages, costs or limitation, any script used by Paymentus on the IVR expenses (including without limitation reasonable or the WebSite) or other intellectual property right of attorney's fees and expenses) incurred by any Paymentus ("Paymentus Intellectual Property"). All Paymentus Indemnitee as a result or arising out of Paymentus Marks, Paymentus Intellectual Property, (i) the willful misconduct or negligence of Client and the System and all rights therein (other than related to the Services or (ii) a material breach of rights expressly granted herein) and goodwill pertain Client's covenants. thereto belong exclusively to Paymentus. 8.3 Warranty Disclaimer 7.9 Force Majeure Except as expressly set forth in this Paymentus will be excused from performing Agreement, Paymentus disclaims all other the Services as contemplated by this Agreement to representations or warranties, express or implied, the extent its performance is delayed, impaired or made to the Client or any other person, including rendered impossible by acts of God or other events without limitation, any warranties regarding quality, that are beyond Paymentus' reasonable control and suitability, merchantability, fitness, for a particular without its fault or judgment, including without purpose or otherwise of any services or any good limitation, natural disasters, war, terrorist acts, riots, provided incidental to the Services provided under acts of a governmental entity (in a sovereign or this Agreement. contractual capacity), fire, storms, quarantine restrictions, floods, explosions, labor strikes, labor 8.4 Limitation of Liability walk-outs, extra-ordinary losses utilities (including telecommunications services), external computer Notwithstanding the foregoing, the parties "hacker"attacks,and/or delays of common carrier. agree that neither party shall be liable to the other for any lost profits, lost savings or other special, 7.10 Time of the Essence indirect or consequential damages, even if the party has been advised of or could have foreseen the Paymentus and Client acknowledge and possibility of such damages. Paymentus' total agree that time is of the essence for the completion liability for damages for any and all actions of the Services to be performed and each parties associated with this Agreement or the Services shall respective obligations under this Agreement. in no event exceed the specific dollar amount of the Paymentus Service Fee paid to Paymentus for the particular payment transaction which is the subject 8 Indemnification matter of the claim of damage. 8.1 Paymentus Indemnification and Hold Harmless Paymentus agrees to the fullest extent permitted by law,to indemnify and hold harmless the Client and its governing officials, agents, employees, and attorneys (collectively, the "Client Indemnitees") from and against all liabilities, demands, losses, damages, costs or expenses (including reasonable Master Services Agreement—Absorbed Page 5 of 7 Confidential&Proprietary 5 June 2013 106 Paymentus 9 Term and Termination 9.2 Material Breach 9.1 Term A material breach of this Agreement shall be cured within 90(ninety)days("Cure Period")after a The term of this Agreement shall commence on the party notifies the other of such breach. In the event, effective date of this Agreement and continue for a such material breach has not been cured within the period of 5 (five) years ("Initial Term") from the Cure Period, the non-breaching party can terminate Launch Date. Services under this Agreement shall this Agreement by providing the other party with a begin within 30 days of the merchant account setup. 30(thirty)days notice. At the end of the Initial Term, this Agreement will 9.3 Upon Termination automatically renew for successive three (3) year periods unless either Client or Paymentus provide the other party with not less than 6(six)months prior Upon termination of this Agreement, the parties written notice before such automatic renewal date agree to cooperate with one another to ensure that that such party elects not to automatically renew the all Payments are accounted for and all refundable term of this Agreement. transactions have been completed. Upon termination, Paymentus shall cease all Services being provided hereunder unless otherwise directed • by the Client in writing. Master Services Agreement—Absorbed Page 6 of 7 Confidential&Proprietary 5 June 2013 107 Paymentus Schedule A— Paymentus Service Fee Schedule Paymentus Service Fee charged to the Client will be based on the following model: Absorbed Fee Model ❑ Absorbed Model ❑ Average Bill Amount: $200 ❑ Paymentus Service Fee per qualified utility rate transaction • Credit/Debit Card $2.50 (Visa, MasterCard , Discover utility Program Rate) • ACH/eCheck $1.50 Note: Maximum Amount per Payment is$600. Multiple payments can be made. Paymentus may apply different limits per transactions for user adoption or to mitigate risks. Master Services Agreement—Absorbed Page 7 of 7 Confidential&Proprietary 5 June 2013 108 CHASE t;' Paymentech SUBMITTER MERCHANT PAYMENT PROCESSING INSTRUC77ONS AND GUIDELINES (For use by Paymentus'U.S.-based clients) Paymentech, I,I.0("Paymentech" or "we", us" or"our" and the like) is very excited about the opportunity to join Paymentus Corporation ("Paymentus")in providing you with state-of-the-art payment processing services. When your customers pay you through Paymentus,you may be the recipient of a credit card or debit card("Card")funded payment. The organizations that operate these credit card and debit card systems(such as Visa U.S.A.,Inc. and MasterCard International Incorporated(collectively,the"Associations")require that you(i)enter into a direct contractual relationship with an entity that is a member of the Associations and(ii)agree to comply with Association rules as they pertain to applicable credit and debit card payments you receive through Paymentus. By executing this document,you are fulfilling the Association rules requiring you to enter into a direct contractual relationship with a member,and you are agreeing to comply with Association rules as they pertain to payments you receive through the Paymentus service. We understand and acknowledge that you have contracted with Paymentus to obtain credit card and debit card processing services on your behalf and that Paymentus may have agreed to be responsible to you for your obligations to us set forth in this agreement. The following information is designed to inform and assist you as we begin our relationship. Your Acceptance of Cards • You agree to comply with all Association rules,as may be applicable to you and in effect from time.You understand that we may be required to modify these instructions and guidelines in order to comply with requirements imposed by the Associations. • In offering payment options to your customers,you may elect any one of the following options:(I)Accept all types of Visa and MasterCard cards,including consumer credit and debit/check cards,and commercial credit and debit/check cards; (2)Accept only Visa and MasterCard credit cards and commercial cards(If you select this option,you must accept all consumer credit cards(but not consumer debit/check cards)and all commercial card products,including business debit/check cards);or(3)Accept only Visa and MasterCard consumer debit/check cards(If you select this option,you must accept all consumer debit/check card products(but not business debit/check cards)and refuse to accept any kind of credit cards). The acceptance options above apply only to domestic transactions. • If you choose to limit the types of Visa and MasterCard cards you accept,you must display appropriate signage to indicate acceptance of the limited acceptance category you have selected(that Is,accept only debit/check card products or only credit and commercial products). • For recurring transactions,you must obtain a written request or similar authentication from your customer for the goods and/or services to be charged to the customer's account,specifying the frequency of the recurring charge and the duration of time during which such charges may be made. ,Setdtement {j • Upon our receipt of your Sales Data for Card transactions,we will process your Sales Data to facilitate the funds transfer between the various Associations and you for Card sales. After we receive credit for such Sales Data,we will provide provisional credit to you as you designate in the Funding Schedule. Settlement to you will be net of any returns or refunds and,at our option,may be net of any chargebacks relating to your transactions. • You must not submit transactions for payment until the goods are delivered,shipped,or the services are performed. Charrebacks • You may receive a chargeback for a number of reasons. The following are some of the most common reasons for chargebacks: (I)You do not issue a refund to a customer upon the return or non-delivery of goods or services;(2)An authorization/approval code was required and not obtained;(3)The transaction was fraudulent;(4)The customer disputes the Card sale or the signature on the sale documentation,or claims that the sale is subject to a set-o$defense or counterclaim;or(5)The customer refuses to make payment for a Card sale because in the customer's good faith opinion,a claim or complaint has not been resolved,or has been resolved by you but in an unsatisfactory manner. You are ultimately responsible for all chargebacks relating to your transactions. Similarly,you agree to be responsible for any fines,fees or penalties that may be assessed by the Associations as a result of your failure to comply with any Association Rules. The amount of any such chargebacks,fines,fees or penalties may be either be collected from you by Paymentus or by Paymentech,and may,at our option,be offset against the proceeds of your Card sales prior to the payment of'such funds to you. 000160 cony • Page 1 of 3 Doc 14202 Rev07/10 109 Data Security and Privacy • You represent to us that you do not have access to Card information(such as the cardholder's account number,expiration date,and CVV2)and you will not request access to such Card information from Paymentus.In the event that you receive such Card information in connection with the processing services provided under this agreement,you agree that you will not use it for any fraudulent purpose or in violation of any Association rules or applicable law. If at any time you believe that Card information has been compromised,you must notify us promptly and assist in providing notification to the proper parties. You must ensure your compliance with all security standards and guidelines that are applicable to you and published from time to time by Visa,MasterCard or any other Association,including,without limitation,the Payment Card Industry Data Security Standards ("PCI"), the Visa U.S.A. Cardholder Information Security Program, the MasterCard Site Data Protection,and(where applicable),the VISA Payment Application Best Practices(collectively,the"Security Guidelines"). If any Association requires an audit of you due to a data security compromise event or suspected event or a failure to comply with the Security Guidelines,you agree to cooperate with such audit. You may not use any Card information other than for the sole purpose of completing the transaction authorized by the customer for which the information was provided to you,or as specifically allowed by Association Rules,or required by law. Please acknowledge your receipt of these instructions and guidelines and your agreement to comply therewith. Name of Entity Address City,State Zip By: Printed Name: Title: Date: Paymentus Corporation Paymentech,LLC for itself and on behalf of its sponsoring member bank, JPMorgan Chase Bank,N.A. By: Print Name: BY Title: Print Name: Kyle.1.Salvati Date: Title: Group Manager and Senior Director Address: Date: Address: 4 Northeastern Boulevard.Salem,NH 03079 Lee/njh/0712I0 000160 Cony. Page 2 of 3 Doc 14202 Rev07/I0 110 FUNDING SCHEDULE In order to receive funds from Paymentech for your Card transactions,you must designate a bank account at a bank that is a member of the Automated Clearing House("ACH")system and the Federal Reserve wire system. You authorize Paymentech to initiate electronic credit and debit entries and adjustments to this bank account in accordance with this funding schedule. We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties,including but not limited to delays or errors by the Associations or the bank. The proceeds payable to such bank account shall be equal to the amounts received by us in respect of your Card transactions less all chargebacks,customer refunds,Association fines,fees or penalties,and other applicable charges. Such amounts will be paid into the account promptly following our receipt of the funds. If the proceeds payable to the account do not represent sufficient credits,or the bank account does not have a sufficient balance to pay amounts due from you under this funding schedule,we may pursue one or more of the following options: (i)demand and receive immediate payment for such amounts;(ii)debit the bank account for the amount of the negative balance;(iii)withhold settlement payments to the account until all amounts are paid,(iv)delay presentation of refunds until a payment is made to us of a sufficient amount to cover the negative balance;and(v)pursue any remedies we may have at law or in equity. Unless and until we receive written instructions from you to the contrary,all amounts payable by Paymentech to you for your transactions (and excluding amounts for any convenience fee transactions,if any)will be deposited in the bank account designated and authorized by you as set forth below.Settlement funding for any convenience fee transactions that you and Paymentus have agreed to charge a customer will be submitted to us by Paymentus for processing by us in accordance with the terms of a separate agreement between Paymentech and Paymentus. Name of Bank: ABA No. Account No. Account Name: Reference: 000160 Cony, Page 3 of 3 Doc 14202 Rev07/10 • 111 CHASE nn 4 Northeastern Boulevard,Salem,NH 03079-1952 • vrww.chasepaymentech.com Phone:(603)896-6000• Merchant Services Fwc(603)896-8715 Paymentech Email:merchant services@chasepaymentech.com Note: When settin• u• multi,le bank accounts, •lease corn•tete a se•orate form for each. 4 1,1 y � >. • G t Y - ] .2A A ALI ' ,+� JA ° ® .d a L L �Ix- Yn @ . ' - --sW:f .z-a-sw rG:*� ,s t r ';',, ' F4 1'�y`'�'&�, p�r"`����n���� ��J,�A�.E ��4 !1 it lr:.f��.Ehi�� . -''�'c, si"" -sca .fix',v '"r 't.'S iL�..t �CI.Lf' ,-.c • r. 6UZ ;_f — .l.�s3 �'"' :�.. 4--c`%•r_ r gz--ii ,i,.. r'..:t... ..c"y✓`..z Er `Tun.,: .t -.t'- .af L; '3. •^Y r .�•'a. -^– ,a-ei _,-s ,•ra_.. .tea .M, ''_ .. �.r� is...�.,�-°�= �'.x��'.�.i�•, �Y••...-._�-„.•_a.�... 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Ilt_ " Option#7❑ Intl USD USA A,E (list currency) Option#8❑ Intl USD Intl Cl and/or C2, (list currency) (list country funds are being deposited to) C3,D3,04,E Option#9❑ Intl ['Euro,❑GBP,❑JPY, C,E (list currency) DAUD,❑HKD,❑DKK, Same as Settlement Currency ❑CHF,❑NOK,OSEK, ❑NZD,❑ZAR Option#10❑ Intl ['Euro,OGBP,❑JPY, C,D1 and/or (list currency) DAUD,❑HKD,❑DKK, Same as Settlement Currency D2,D4,E DCHF,ONOK,OSEK, ❑NZD,OZAR Option#11 0 CAD USD USA A&E Option#12❑ CAD USD Intl Cl to C3,D3, (list country funds are being deposited to) D4 and E Option#13❑ CAD USD CAN B1 to B3,03, 04 and E Option#14❑ Intl USD CAN B1 to B3,D3, (list currency) 04 and E .V la 0-it© T V IA 0,0 w'l M e Al!,_ ;5h+ .i f,°`'. =:4 .: 3., (select only one method of transfer) ACH Transfer (ABA#) ®Wire Transfer (Fedwire#/Routing#) Please Note: Wire transfer requires both ACH ABA#and Fedwire#/Routing# Special Wire Instructions:(60 bytes) I Bank Account#: Company Name:(As appears on Bank Account) Financial Institution Name: City: _ State/Prow Zip/Postal Code: Country: ❑Checking OR ❑Savings i Rev012009 NewDivislonSetuplcboo 112 i 4 Northeastern Boulevard,Salem,NH 03079-1952 • www.chasepaymentech.com Phone:(603)896-6000• Merchant Services Fax(603)896-8715 Paymentech Email:merchant services @chasepaymentech.com _ -5q a + B., _ y A 61'01 .o 11 ©�.. _ __i r+. B1 Institution Nu ICU EFT Branch Transit Number: [ B2 Swift Code:(8 to 11 bytes) I _ (required if settlement is USD) B3 Bank Account#: Company Name:(As appears on Bank Account): Financial Institution Name: City: Province: Postal Code: Country: Canada ❑Checking OR ❑Savings TA t � Uun iS a: I ANA a oiiii 1: 2 _Account Where Your Funds are Deposited Cl Swift Code:(8 to 11 bytes) I C2 Sort Code: (Required in Great Britain Only) C3 IBAN/Bank Account# Company Name:(As appears on Bank account) Financial Institution Name: City: State/Province: Postal Code: Country: Special Wire Instructions: (60 bytes) 3liFS�j si� tiT rr �`-'f'^;s�sv.��p A` � R © ec w �1a "���r'� IIER'x a'.?z"2 3 § A e .t G' � .C�V7.+ �, L a E + ..IT „�'+ F �,� 4- vS. X t ' ~ /� �`...i '�3 .3£�. ¢m .S"r�P �n fry , Frti _ ia jj ' rr7LoA Qn.lnt_. aryfno-egrli. C-.omplet=.z D7 Swift Code:(8 to II bytes) I I .I 02 Sort Code: (Required in Great Britain Only) 03 Wire Transfer. (US Only) l I (Routing#) 1 04 Financial Institution Name: • City: State/Province: Postal Code: Country: Special Wire Instructions: (60 bytes) �r a`Z„r a.�; -Y"'ty rar 7j.. 'r..`�',_.sue i o�a rrh ?rit”f< i. ee ` '`i`i;'.kr., �''• . z''`U. ♦'i '� ,.. '� xM 7sNFa,•.- '!�.'�..... On behalf of I, ,verify that the above (Merchant Legal Name) (Print Name) Banking information is accurate and should be used to transfer funds accordingly. Authorized Signature* Title Date (*Must be signed by Executive or Financial Contact) Note:In order to process this request,please attach an original voided check(starter check not applicable)or a bank letter of verification. ATTACH VOIDED CHECK HERE Rev012009 NewDivislonSetup/cboo 113