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HomeMy WebLinkAbout04.20.26 Council PacketMeeting Location: Farmington City Hall, Council Chambers 430 Third Street Farmington, MN 55024 CITY COUNCIL REGULAR MEETING AGENDA Monday, April 20, 2026 7:00 PM Page 1.CALL TO ORDER 7:00 P.M. 2.PLEDGE OF ALLEGIANCE 3.ROLL CALL 4.APPROVE AGENDA 5.ANNOUNCEMENTS / COMMENDATIONS 5.1. Appointment of Phil Windschitl as City Councilmember and Oath of Office 1.Motion to appoint Phil Windschitl as City Councilmember to fill the vacancy for the remainder of the term, beginning April 20, 2026 and ending December 31, 2026. 2. City Clerk to provide Oath of Office for Phil Windschitl. Agenda Item: Appointment of Phil Windschitl as City Councilmember and Oath of Office - Pdf 5 5.2. Swearing in Police Department Personnel Agenda Item: Swearing in Police Department Personnel - Pdf 6 5.3. Association of Minnesota Building Officials - 2025 Building Department of the Year Award Recognize the Building Inspections Department for their outstanding work. Agenda Item: Association of Minnesota Building Officials - 2025 Building Department of the Year Award - Pdf 7 - 8 5.4. Recognition of Retiring Employees Please join us in congratulating Accounts Payable Technician Shelley Beard, City Clerk Shirley Buecksler, and Payroll Specialist Patty Ridley on their upcoming retirements. 9 Page 1 of 219 Agenda Item: Recognition of Retiring Employees - Pdf 5.5. Parks and Recreation Department’s 2025 Annual Report The City Council is asked to listen to the annual report presentation and ask any questions it has during and/or after the presentation has been made. This item is for informational purposes only. Agenda Item: Parks and Recreation Department’s 2025 Annual Report - Pdf 10 6.CONSENT AGENDA 6.1. Minutes of the April 6, 2026 City Council Work Session Agenda Item: Minutes of the April 6, 2026 City Council Work Session - Pdf 11 - 14 6.2. Minutes of the April 6, 2026 Special Council Work Session Agenda Item: Minutes of the April 6, 2026 Special Council Work Session - Pdf 15 - 17 6.3. Minutes of the April 6, 2026 Regular City Council Meeting Agenda Item: Minutes of the April 6, 2026 Regular City Council Meeting - Pdf 18 - 24 6.4. Temporary On-Sale Liquor License for the Farmington Lions Club September 3, 2026 Agenda Item: Temporary On-Sale Liquor License for the Farmington Lions Club September 3, 2026 - Pdf 25 - 26 6.5. 2025 Investment Portfolio Overview Agenda Item: 2025 Investment Portfolio Overview - Pdf 27 - 30 2025 Investment Portfolio Overview 6.6. Final 2025 Interfund Transfers Agenda Item: Final 2025 Interfund Transfers - Pdf 31 - 34 6.7. Payment of Claims Agenda Item: Payment of Claims - Pdf 35 - 36 Payment of Claims 6.8. Updated Authorization of Employee Credit Card Use Agenda Item: Updated Authorization of Employee Credit Card Use - Pdf 37 - 43 6.9. Accounting Specialist Job Description Agenda Item: Accounting Specialist Job Description - Pdf 44 - 47 6.10. Assistant Finance Director Job Description Agenda Item: Assistant Finance Director Job Description - Pdf 48 - 53 6.11. Staff Approvals and Recommendations Agenda Item: Staff Approvals and Recommendations - Pdf 54 Page 2 of 219 6.12. Agreement with Wayzata Results for Race Result Timing Services Agenda Item: Agreement with Wayzata Results for Race Result Timing Services - Pdf 55 - 59 6.13. Donation from Amcon to the Rambling River Center Agenda Item: Donation from Amcon to the Rambling River Center - Pdf 60 - 61 6.14. Professional Services Agreement with Alliant Engineering, Inc. for the 1st Street MSA Improvements Preliminary Design Agenda Item: Professional Services Agreement with Alliant Engineering, Inc. for the 1st Street MSA Improvements Preliminary Design - Pdf 62 - 80 6.15. Professional Services Agreement with Alliant Engineering, Inc. for the 2027 Street Improvements Preliminary Design Agenda Item: Professional Services Agreement with Alliant Engineering, Inc. for the 2027 Street Improvements Preliminary Design - Pdf 81 - 99 6.16. Professional Services Agreement with Hill Incorporated for the 220th Street Improvements Final Design and Bidding Agenda Item: Professional Services Agreement with Hill Incorporated for the 220th Street Improvements Final Design and Bidding - Pdf 100 - 116 6.17. Professional Services Agreement with WSB, LLC for the Willow Street MSA Improvements Construction Services Agenda Item: Professional Services Agreement with WSB, LLC for the Willow Street MSA Improvements Construction Services - Pdf 117 - 133 6.18. Receive Bids and Award a Contract for the Willow Street MSA Improvements Agenda Item: Receive Bids and Award a Contract for the Willow Street MSA Improvements - Pdf 134 - 143 6.19. Resolution 2026-033 Revising the Municipal State Aid Street System Agenda Item: Resolution 2026-033 Revising the Municipal State Aid Street System - Pdf 144 - 153 7.PUBLIC HEARINGS 8.AWARD OF CONTRACT 9.PETITIONS, REQUESTS AND COMMUNICATIONS 9.1. Resolution 2026-035 Approving Final Plats - Farmington Technology Park 1st and 2nd Additions; and Resolution 2026-036 Approving an Extension for the Recording of Farmington Technology Park 2nd Addition Final Plat with Dakota County; and Resolution 2026-037 Approving the Development Contract - Farmington Technology Park 1st Addition; and Resolution 2026-038 Approving the Development Contract - Farmington Technology Park 2nd Addition. 154 - 216 Page 3 of 219 By separate motion, approve the following actions: 1. Adopt Resolution 2026-035 Approving and Authorizing the Signing of the Farmington Technology Park 1st Addition and the Farmington Technology Park 2nd Addition Final Plats. 2. Adopt Resolution 2026-036 Granting a one (1) year extension, until April 20, 2027, for the recording of the Farmington Technology Park 2nd Addition with Dakota County. 3. Adopt Resolution 2026-037 Approving the attached Development Contract for the Farmington Technology Park 1st Addition and authorize its execution. 4. Adopt Resolution 2026-038 Approving the attached Development Contract for the Farmington Technology Park 2nd Addition and authorize its execution. Agenda Item: Resolution 2026-035 Approving Final Plats - Farmington Technology Park 1st and 2nd Additions; andResolution 2026- - Pdf 10.UNFINISHED BUSINESS 11.NEW BUSINESS 11.1. Downtown Parking Plan (15-minute "Quick Stop Spots") Approve the Downtown Parking Plan and authorize installation of signs. Agenda Item: Approve Downtown Parking Plan (15-minute "Quick Stop Spots") - Pdf 217 - 219 12.CITIZENS COMMENTS / RESPONSES TO COMMENTS (This time is reserved for citizen comments regarding non-agenda items. No official action can be taken on these items. Speakers are limited to five minutes to address the city council during citizen comment time.) 13.CITY COUNCIL ROUNDTABLE 14.ADJOURN Page 4 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Shirley Buecksler, City Clerk Department:Administration Subject:Appointment of Phil Windschitl as City Councilmember and Oath of Office Meeting:Regular Council - Apr 20 2026 INTRODUCTION: An appointment to fill the vacancy that exists on the City Council for a term ending December 31, 2026. DISCUSSION: With the appointment of Nick Lien as Mayor on March 2, 2026, a vacancy was created on the City Council for 2026. A Special Work Session was held on April 6th to conduct interviews to fill the vacancy. City Council directed Staff to move forward with an appointment for Phil Windschitl to fill the remainder of the term ending December 31, 2026. Upon Council approval appointing Phil Windschitl as City Councilmember, the City Clerk will provide the Oath of Office, and Phil Windschitl will take his seat at the Council dais as City Councilmember, effective April 20, 2026. ACTION REQUESTED: 1.Motion to appoint Phil Windschitl as City Councilmember to fill the vacancy for the remainder of the term, beginning April 20, 2026 and ending December 31, 2026. 2. City Clerk to provide Oath of Office for Phil Windschitl. Page 5 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Nate Siem, Police Chief Department:Police Subject:Swearing in Police Department Personnel Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Police Chief Siem will present the following personnel to be sworn in: Police Officers Tyler Wood and Kelly Huntington Police Sergeants Matt Hendrickson and Keaton Reuben The Police Chief will administer the Oath of Office in groups by rank. Page 6 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Deanna Kuennen, Community & Economic Development Director Department:Community Development Subject:Association of Minnesota Building Officials - 2025 Building Department of the Year Award Meeting:Regular Council - Apr 20 2026 INTRODUCTION: The City of Farmington's Building Inspections Department has been nominated and awarded the Association of Minnesota Building Officials (AMBO) Building Department of the Year Award for 2025. DISCUSSION: At the ICC Region III Upper Great Plains Educational Institute on February 9, 2026 - Joshua Lawrenz, Building Official, was presented the 2025 Building Department of the Year Award from the Association of Minnesota Building Officials. This award recognizes the hard work, professionalism, and commitment to excellence demonstrated every day in the field and in the office by our Team. It also recognizes the dedication from the department to further building code education for building code officials and contractors, and for leading and mentoring the next generation of code officials. The following was provided when asked to share a brief summary of accomplishments since Joshua Lawrenz became Building Official: In a short amount of time, the Farmington Building Department, under the leadership of Building Official Joshua have that changes external and meaningful streamlined implemented hasLawrenz, internal operations and enhanced customer service and contractor interactions. Joshua has embraced a “how do we get to yes” philosophy while maintaining a strong commitment to administering building codes equitably and consistently. This sometimes means addressing an issue directly and doing the right thing, rather than taking shortcuts or opting for the easy route but always looking for a path forward. The department has introduced systems to better balance workflow/workloads and strives to ensure uniformity in the way inspection staff complete tasks. This has reduced plan review times and reduced confusion in the field, ultimately building renewed confidence with our contractor community. Additional accomplishments include updating public-facing handouts, reviewing and repealing outdated ordinances, maximizing website functionality, adding key staff, strengthening collaboration with other city departments for the betterment of the city, successfully issuing COs for the first new apartments in over 30 years, and intentionally investing in professional development opportunities for our inspection team. By actively listening to contractors and customers and prioritizing helpful, solution-focused service, that department has improved both external relationships and internal morale. It has been great watching the entire department take on new challenges and grow. - D. Kuennen, Community & Economic Development Director Page 7 of 219 ACTION REQUESTED: Recognize the Building Inspections Department for their outstanding work. Page 8 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:David Chanski, Asst City Admin/HR Director Department:Administration Subject:Recognition of Retiring Employees Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Staff will recognize three members of Team Farmington who will be retiring at the end of April. ACTION REQUESTED: Please join us in congratulating Accounts Payable Technician Shelley Beard, City Clerk Shirley Buecksler, and Payroll Specialist Patty Ridley on their upcoming retirements. Page 9 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Kellee Omlid, Parks & Recreation Director Department:Parks & Recreation Subject:Parks and Recreation Department’s 2025 Annual Report Meeting:Regular Council - Apr 20 2026 INTRODUCTION: The Parks and Recreation Department (Department) Staff members have compiled an annual report identifying the Department’s accomplishments in 2025 and looking forward to 2026. This is the 23rd consecutive year the Department has created an annual report. DISCUSSION: Each year, the Department creates an annual report about the following: •Programs and events offered •Parks, trails, and facilities projects completed •Maintenance work performed in parks, on trails, and in facilities Parks and Facilities Supervisor Jeremy Pire, Recreation Supervisor Missie Kohlbeck, and Recreation Supervisor Emilee Shearer will be in attendance to help present the annual report. the took who Kohlbeck Supervisor Recreation and recognize to likewould I thank responsibility of acquiring the information from other Department Staff members and then developing this information into the annual report. Appreciation is also given to Recreation Supervisor Shearer for her role in editing the report. ACTION REQUESTED: The City Council is asked to listen to the annual report presentation and ask any questions it has during and/or after the presentation has been made. This item is for informational purposes only. Page 10 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Shirley Buecksler, City Clerk Department:Administration Subject:Minutes of the April 6, 2026 City Council Work Session Meeting:Regular Council - Apr 20 2026 INTRODUCTION: For approval are the minutes of the April 6, 2026 City Council Work Session. ACTION REQUESTED: Approve the minutes of the April 6, 2026 City Council Work Session. ATTACHMENTS: 04.06.26 Work Session Minutes Page 11 of 219 Page 12 of 219 Page 13 of 219 Page 14 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Shirley Buecksler, City Clerk Department:Administration Subject:Minutes of the April 6, 2026 Special Council Work Session Meeting:Regular Council - Apr 20 2026 INTRODUCTION: For approval are the minutes of the April 6, 2026 Special Council Work Session. ACTION REQUESTED: Approve the minutes of the April 6, 2026 Special Council Work Session. ATTACHMENTS: 04.06.26 Special Work Session Minutes Page 15 of 219 Page 16 of 219 Page 17 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Shirley Buecksler, City Clerk Department:Administration Subject:Minutes of the April 6, 2026 Regular City Council Meeting Meeting:Regular Council - Apr 20 2026 INTRODUCTION: For approval are the minutes of the April 6, 2026 Regular City Council meeting. ACTION REQUESTED: Approve the minutes of the April 6, 2026 Regular City Council meeting. ATTACHMENTS: 04.06.26 Council Minutes Page 18 of 219 City of Farmington Regular Council Meeting Minutes Monday, April 6, 2026 The City Council met in regular session on Monday, April 6, 2026, at Farmington City Hall, 430 Third Street, Farmington, Minnesota. 1. CALL TO ORDER Mayor Lien called the meeting to order at 7 pm. 2. PLEDGE OF ALLEGIANCE Mayor Lien led everyone in the Pledge of Allegiance. 3. ROLL CALL Members Present: Mayor Lien Councilmembers Holly Bernatz, Jake Cordes, and Steve Wilson Members Absent: None Staff Present: Lynn Gorski, City Administrator David Chanski, Assistant City Administrator Amy Schmidt, City Attorney Deanna Kuennen, Economic & Community Development Director Samantha Hazelrigg, Human Resources Manager Joshua Solinger, Liquor Operations Manager Kellee Omlid, Parks & Recreation Director Nate Siem, Police Chief John Powell, Public Works Director Shirley Buecksler, City Clerk 4. APPROVE AGENDA Councilmember Bernatz requested that Item 6.9 Payment of Claims be pulled from the Consent Agenda and moved to New Business for a vote. The claims list includes a payment of $12 to her company, and she would like to abstain from voting on it. Motion was made by Councilmember Wilson and seconded by Councilmember Cordes to move Item 6.9 from the Consent Agenda to New Business Item 11.4 and approve the agenda as amended. Motion carried: 4 ayes / 0 nays Page 19 of 219 5. ANNOUNCEMENTS / COMMENDATIONS 5.1 Legislative Update Representative Drew Roach State Representative Drew Roach provided the City Council with an update on the 2026 Legislative Session and answered questions from the Council. 5.2 Update from Dakota County Chamber of Commerce President Jon Altoff Dakota County Chamber of Commerce President Jon Altoff provided an update for the City Council and answered questions. 5.3 The City Council recognized Schawn Scovill for his contributions and commitment to public safety and his 26 years of dedicated service in law enforcement. 5.4 Arbor Day Proclamation The City Council proclaimed Friday, April 24, 2026 as Arbor Day in Farmington and the month of May 2026 as Arbor Month in Farmington. 6. CONSENT AGENDA 6.1 Amendment to the City Council By-Laws, Section I Meetings, Subdivision 3 6.2 Donation from the Farmington Firefighters Relief Association to the City of Farmington 6.3 Election Judge Appointments for the 2026 Election Cycle 6.4 Farmington Municipal Liquor Downtown Store Lease Extension 6.5 Gambling Exempt Permit Application for Northfield Ducks Unlimited Chapter MN-0113 May 3, 2026 6.6 Minutes of the March 16, 2026 Regular City Council Meeting 6.7 Minutes of the March 19, 2026 Joint Planning Commission and City Council Work Session 6.8 Liquor Operations Fund Balance Policy 6.9 Payment of Claims This item was moved to 11.4 6.9 Staff Approvals and Recommendations 6.10 Contract with Xcel Energy to Relocate Primary Electrical Line at Feely Fields 6.11 Donation from Carol Sprute to the Rambling River Center 6.12 Donation from the Farmington Sons of the American Legion to the Rambling River Center 6.13 Donation from the Farmington VFW to the Rambling River Center 6.14 Page 20 of 219 6.15 Department 6.16 Declaring Surplus Property-Police 6.17 Final Acceptance of Public Utilities for Denmark Housing Addition 6.18 Institution Community Work Crew Contract 6.19 Plans and Specifications and Authorize the Advertisement for Bids for the 2026 Street Improvements Motion was made by Councilmember Wilson and seconded by Councilmember Cordes to approve the Consent Agenda, as amended. Motion carried: 4 ayes / 0 nays 7. PUBLIC HEARINGS 8. AWARD OF CONTRACT 9. PETITIONS, REQUESTS AND COMMUNICATIONS 10. UNFINISHED BUSINESS 11. NEW BUSINESS 11.1 Compensation & Classification Study Motion was made by Councilmember Bernatz and seconded by Councilmember Cordes to approve the agreement with MRA to conduct a comprehensive compensation and classification study and amend the budget accordingly. Motion carried: 4 ayes / 0 nays 11.2 Creation of Communications & Public Affairs Manager Motion as made by Councilmember Cordes and seconded by Councilmember Wilson to approve the Communications & Public Affairs Manager job description and authorize Staff to conduct the recruitment process. Motion carried: 4 ayes / 0 nays Page 21 of 219 11.3 Hiring of Full-Time Liquor Store Clerks Motion was made by Councilmember Bernatz and seconded by Councilmember Wilson to approve the addition of two full-time Liquor Store Clerks to Municipal Liquor Operations, authorize Staff to conduct the recruitment process, and amend the budget accordingly. Motion carried: 4 ayes / 0 nays 11.4 Payment of Claims moved from Item 6.9 Motion was made by Councilmember Cordes and seconded by Councilmember Wilson to approve the payment of claims. Motion carried: 3 ayes / 0 nays Councilmember Bernatz abstained 12. CITIZENS COMMENTS / RESPONSES TO COMMENTS The following citizen(s) addressed the Council: Beth Moore, Empire Dave Akin, Castle Rock Township Nate Ryan, Farmington Sarah Fry, Farmington Nikita Klochan, Farmington Nancy Aarestad, Castle Rock Township Terrie Pearson, Castle Rock Township Denise May, Castle Rock Township Mark Pearson, Castle Rock Township Carolyn Kiefer, Castle Rock Township Jeff Schottler, Farmington Dove Mitchell, Farmington Tiffany Ryan, Farmington 13. CITY COUNCIL ROUNDTABLE Councilmember Cordes thanked the 13 applicants who interviewed for the vacant Council seat. City Administrator Gorski congratulated Shawn Scovill on his retirement and wished him well. City Administrator Gorski also thanked the City Council for adding the Communications & Public Affairs Manager position. She also thanked Assistant City Administrator Chanski for taking on these duties until the position is filled. Page 22 of 219 City Administrator Gorski shared a letter from Tract and read portions of it in hopes that it will answer some of the questions received during public comments tonight. The letter is in regard to release of City employees from the October 2023 non-disclosure agreement. This letter will be on the City of Farmington and included with the Project Information. It important for people to read it in its entirety. Also, in spirit of transparency, Tract stated in the letter that they have created a website containing information describing project plans, which can be found at: Farmington Technology Park (https://www.mnlcofarmington.com). She strongly encourages everyone to go out and look at it. If anyone has questions about information on Tract s website, you can email Connect@Tract.com. Assistant Administrator Chanski thanked Shawn Scovill for a career well done and his service to Farmington and wished him the best in retirement. On April 20th there will be more retirements from Team Farmington to celebrate. City Clerk Shirley Buecksler will be officially retiring April 23rd, with Melissa Geis taking over as City Clerk on April 20th. And Payroll Specialist Patti Ridley will be retiring on May 1st, with Cory Blauvelt taking over as our new Payroll Specialist on April 27th. Director Powell said we started our spring hydrant flushing today, which will continue this week and through next week. The dates for which various geographic areas are flushed is on the City s website at Hydrant Flushing | Farmington, MN. Director Omlid thanked various individuals and businesses for their very generous donations to the Rambling River Center and the Parks & Recreation Department. Director Omlid mentioned that April is National Volunteer Month and she thanked all of the volunteers who make the Parks and Recreation Department go. We couldn t do it without our volunteers at the Rambling River Center, volunteers who adopt and clean up our parks, and our volunteer coaches. Thank you to all those volunteers who contribute their time to the great park system we have. Police Chief Siem thanked everyone for their words for Detective Scovill. He also thanked Council for the approval of CSO Claire Kennedy s promotion to Officer. She starts next Monday. Police Chief Siem said the application is still open for the Police Officer position. We haven t had an open position since May of 2025. As of this afternoon, we are up to 30 applicants for this posting, so the market is improving and we re doing good. Page 23 of 219 Mayor Lien thanked Chief Siem for his touching speech about Detective Scovill and said he couldn t be happier for people making it all the way to the finish line. Mayor Lien said the information shared by City Administrator Gorski is hopefully big news and provides information on what the next step looks like and start seeing, with a little more clarity, what might be coming in the future. He said he hopes people will continue to come up and speak I ll listen to you all day long. I ll come to you, talk to you, I ll listen to you as best I can, as best as my schedule can. The one thing I want to try and strive to do is at least hear you and feel listened to even if we do continue to disagree, I want you to feel listened to and feel heard. That s one thing I do have in my power to change through all of this. I ll keep doing my best. Mayor Lien thanked the 13 applicants who did want to raise their hand and step forward. We have to say no to 12 people and yes to only one. I hope the other 12 people realize the impact that they make by at least making their opinion known, showing up as champions for their community, and saying, I want to help, I want to be part of this, I want to help guide the decisions. Whether you re up here or not, you can do that to the best of your ability. You don t have to be up here to be a champion for Farmington. Keep talking, being present, and being involved. I appreciate everything you re doing. 14. ADJOURNMENT Motion was made by Councilmember Wilson and seconded by Councilmember Bernatz to adjourn the meeting at 9:33 pm. Motion carried: 4 ayes / 0 nays Respectfully submitted, Shirley R Buecksler City Clerk Page 24 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Shirley Buecksler, City Clerk Department:Administration Subject:Temporary On-Sale Liquor License for the Farmington Lions Club September 3, 2026 Meeting:Regular Council - Apr 20 2026 INTRODUCTION: For approval is a Temporary On-Sale Liquor License application from the Farmington Lions Club for an event to be held on September 3, 2026. DISCUSSION: The Farmington Lions Club will be hosting an event on September 3, 2026 and are requesting approval of a Temporary On-Sale Liquor License. This event will be held at the Church of St. Michael, 22120 Denmark Avenue, Farmington. ACTION REQUESTED: Approve the Temporary On-Sale Liquor License for the Farmington Lions Club for an event to be held on September 3, 2026 at the Church of St. Michael, 22120 Denmark Avenue, Farmington. ATTACHMENTS: 09.03.26 Lions Club Temp On-Sale Page 25 of 219 Page 26 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Kim Sommerland, Finance Director Department:Finance Subject:2025 Investment Portfolio Overview Meeting:Regular Council - Apr 20 2026 INTRODUCTION: In accordance with the City’s investment policy, Staff annually provides City Council with an overview of the City’s cash and investment portfolio. DISCUSSION: As of December 31, 2025, the City’s investment portfolio had a market value of $71.7 million with deposits held at Old National Bank, and investments with Oppenheimer & Co., Moreton Capital Markets, and RBC Capital Markets. One of the challenges to investing City funds is balancing the short-term cash flow needs of daily operations with the needs to cash flow infrastructure projects and long-term needs such as semi-annual debt service. At all times, the three primary objectives of the City’s investment policy must be considered when investing City funds. These objectives in order of importance are safety, liquidity, and yield/return. Minnesota Cities may invest in a variety of investment instruments as defined in Minnesota State Statute Section 118A.04 which include options such as U.S. government securities, Page 27 of 219 state and local securities, commercial paper, and time deposits. At year end, municipal securities accounted for the largest percentage, 43%, of the City’s portfolio. U.S. agencies, which accounted for 14% of the total portfolio at the end of 2025, included Fannie Mae (FNMA), Federal Farm Credit Bank (FFCB), Federal Home Loan Bank (FHLB), and Farmer Mac (FAMC). In addition, certificates of deposit (CDs) accounted for 13% of the portfolio, while U.S. treasuries represented 7%. Rounding out the City’s portfolio were deposits with Old National Bank, and money market funds with Oppenheimer & Co., Moreton Capital Markets and RBC Capital Markets. The City intentionally ladders its investment maturities so that each month an investment or investments matures to meet the cash flow needs for that period. The City’s longest investment maturity as of December 31, 2025 was just short of six years, maturing in 2031. The portfolio's maturity breakdown is as follows: approximately 35% of investments mature within 12 months, 62% mature between one and five years, and 3% mature in more than five years. According to the City’s investment policy, no more than 30% of the total investments can have maturities exceeding five years, and no investment can have a maturity longer than 15 years. The total yield of the City’s investment portfolio as of December 31, 2025 was 3.707 percent, which is a slight increase from 3.603 percent in 2024. Page 28 of 219 Mark-To-Market Governmental Accounting Standards Board (GASB) standards require that entities adjust and report in their financial statements the value of investments as determined by current market conditions as of December 31 each year. The market value represents the amount that the City would receive for the investment if it was sold at that time. However, since the City purchases investments with the intention of holding investments to maturity, reported mark-to-market gains or losses are not typically realized. BUDGET IMPACT: The City had an investment income budget of $491,900 for 2025. Actual investment income for the year, prior to any mark-to-market adjustments, was $2,367,857. This is an increase of $320,282 from the actual investment income for 2024, which was $2,047,575. ACTION REQUESTED: Accept the annual investment report. ATTACHMENTS: 2026-04-20 2025 Investment Portfolio Overview Page 29 of 219 Page 30 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Kim Sommerland, Finance Director Department:Finance Subject:Final 2025 Interfund Transfers Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Interfund transfers support several City financial needs, including long-term funding reimbursing equipment major for purchases, fund building strategies, balances administrative costs, and closing inactive funds. After year-end, Staff provides the Council with a summary of the actual transfers completed for review and approval. DISCUSSION: The attached spreadsheet outlines the 2025 interfund transfers, totaling $7,629,531. Transfers are grouped by color as follows: Blue: $3,670,306 – Transfers included in the 2025 budget with no changes. Purple: $1,403,725 – Budgeted transfers adjusted to reflect actual expenses. Green: $411,916 – Transfers approved through the amended budget. Yellow: $49,000 – Budgeted as a transfer but recorded as an interfund loan. Orange: $2,064,532 – Transfers completed during the year that were not included in the 2025 budget. These include actions to: o Reverse a prior transfer between the Closed Bond Fund and 2005C GO Bonds to correct temporary negative cash. o Separate the previously combined 2022A debt service funds. o Increase the original budgeted transfer to Building Maintenance by moving USDA lease revenue into the fund. This revenue must be recorded in the General Fund for accounting purposes but is intended to support major building maintenance needs. o Increase the amended budgeted transfer from Public Safety Aid to fund a fire department generator that was inadvertently omitted from earlier budget amendments. o Reconcile various street projects based on actual work completed, including adjustments between trunk and utility funds. o Move funds to align the City's contribution for retiree benefits with the Employee Expense fund. Gray: $30,052– Transfers to close inactive funds. With the closure of the Dakota Page 31 of 219 Broadband Fund, the residual balance was transferred to the General Fund to be used for staff development. No additional transfers are expected for 2025; however, minor adjustments may occur as the audit is finalized. BUDGET IMPACT: Any variances to the adopted budget have been addressed in the discussion above. ACTION REQUESTED: Approve the final list of 2025 interfund transfers. ATTACHMENTS: 2025 Transfers Original & Final Page 32 of 219 TRANSFERS OUT Page 33 of 219 TRANSFERS OUT Page 34 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Kim Sommerland, Finance Director Department:Finance Subject:Payment of Claims Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Minnesota Statutes require that all claims for payment be presented to the City Council for review and approval. DISCUSSION: The City Council has established a process to review and approve claims for payment at each regular meeting. The list of claims for the period of 04/01/2026 to 04/14/2026 is being presented for consideration, ensuring compliance with State law and maintaining proper financial oversight. BUDGET IMPACT: The claims paid will reduce the available budget for the accounts listed in the detailed report provided to the Council. ACTION REQUESTED: Approve payment of claims. ATTACHMENTS: 2026-04-20 City Claims Page 35 of 219 CLAIMS FOR APPROVAL 04/01/2026-04/14/2026 CHECK PAYMENTS 301,132.71$ ELECTRONIC PAYMENTS 409,736.74$ TOTAL 710,869.45$ The City Council receives a detail list of claims paid that is available to the public upon request. CITY OF FARMINGTON SUMMARY PAYMENT OF CLAIMS April 20, 2026 Page 36 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Kim Sommerland, Finance Director Department:Finance Subject:Updated Authorization of Employee Credit Card Use Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Minnesota Statutes Section 471.385 authorizes City Council to approve the use of credit cards by City employees who are permitted to make purchases on behalf of the municipality. With recent organizational changes and new positions added since the last approval, staff is providing an updated list of recommended eligible positions to ensure accuracy and compliance. The list reflects eligibility only and does not automatically result in the issuance of a card. DISCUSSION: The City's Purchasing Policy permits the use of credit cards as an authorized payment method, with usage subject to all procurement thresholds, approval requirements, and internal control procedures. In addition, all cardholders are required to sign an agreement which details responsibilities for security, proper usage, documentation, reconciliation timelines and consequences for misuse. Cardholders acknowledge they have read and understand both the employee agreement and the City's purchasing policy. To maintain consistent internal controls and ensure credit cards are issued only to positions that require them, the City follows these general guidelines: Cards may be issued only when there is a demonstrated operational need. Cards are issued to supervisors, managers, or department heads with regular purchasing responsibilities. Issuance requires Department Head approval prior to Finance review and issuance. Cardholders must sign the City's credit/purchasing card agreement acknowledging their responsibilities, security requirements, and accountability. Since the previous authorization in January 2024, a few position titles have changed, and additional supervisory or managerial roles have been added. To maintain an accurate and transparent record of authorized positions, staff recommends approving an updated list replacing the one previously approved. Page 37 of 219 Positions allowed include: City Administrator Police Chief Public Works Director/City Engineer Assistant City Administrator Community & Economic Development Director Finance Director Fire Chief Parks & Recreation Director IT Director Police Captain Assistant Finance Director Building Official Deputy Fire Chief Human Resources Manager Liquor Operations Manager Public Works Superintendent Communications & Public Affairs Manager Parks & Facilities Supervisor City Clerk Fire Marshal Parks & Recreation Supervisor Recreation Supervisor Skate School Supervisor District Fire Chief Inclusion on this list establishes eligibility only and does not guarantee card issuance. Final issuance and assignment of an appropriate credit limit are at the discretion of the Finance Director, who will evaluate whether a true operational need exists. BUDGET IMPACT: Credit/purchasing card usage remains governed by the City's Purchasing Policy, departmental budgets, and individual credit limits set by the Finance Director. ACTION REQUESTED: Approve the updated list of positions that may be considered eligible for a City-issued credit/purchasing card. ATTACHMENTS: POLICY - Purchasing Purchasing Card Employee Agreement v2.0 Page 38 of 219 Page 39 of 219 Page 40 of 219 Page 41 of 219 Page 42 of 219 Page 43 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:David Chanski, Asst City Admin/HR Director Department:HR Subject:Accounting Specialist Job Description Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Staff is seeking approval for the revised Accounting Specialist job description. DISCUSSION: With the City's current Accounts Payable Technician retiring at the end of the April, Staff took the time to review the position's job description prior to posting the position. Upon review, Staff updated some of the position's essential duties to better align with the work that the position actually does. Additionally, Staff is recommending changing the position's title to Accounting Specialist to better differentiate it from the two Accounting Technician roles within the Finance Department. Lastly, Staff had the position regraded, and it came back with an increase from B-22 to B- 24. Staff agrees with this new grade as it much better aligns with the required education, experience, and essential functions, as well as with similar roles within the organization. BUDGET IMPACT: Position is an existing position that is included in the 2026 Budget. ACTION REQUESTED: Approve the updated Accounting Specialist job description and salary grade. ATTACHMENTS: Accounting Specialist Job Description Page 44 of 219 CITY OF FARMINGTON, MN CLASS SPECIFICATION CLASS SPECIFICATION TITLE: ACCOUNTING SPECIALIST 1 BAND GRADE SUBGRADE FLSA STATUS: B 2 4 Non-exempt CLASS SUMMARY: The Accounting Specialist supports accurate, timely finance operations by independently applying basic accounting fundamentals to complete daily tasks. Primary responsibilities include accounts payable, accounts receivable, vehicle licensing/insurance, providing backup for sales and use tax reporting, and filing unclaimed property. TYPICAL CLASS ESSENTIAL DUTIES: (These duties are a representative sample; position assignments may vary.) 1. Review supplier invoices by confirming required invoice details, vendor master accuracy (e.g., W-9 on file and current remit/ACH information), due dates, and proper sales/use tax treatment; ad/OCR or manual entry and attach required documentation. Route invoices through the established workflow to the designated coders and approvers, resolve routine exceptions independently. 2. Process payment runs by generating checks or initiating electronic payments, clearing automatic-pay items, and ensuring distribution and documentation are completed in accordance with City procedures. Independently research and resolve routine payment exceptions, such as credits, bill backs, and duplicate payments, retaining required supporting records consistent with retention standards. 3. Prepare and issue Form 1099 in accordance with IRS procedures by verifying vendor classifications, compiling and reconciling reportable payments, maintaining supporting documentation and ensuring timely annual filing. 5. Process and file requirements by monitoring outstanding checks throughout the year, performing due-diligence outreach, updating records as items are resolved, and ensuring all documentation is retained according to policy. 6. Create and issue accounts receivable invoices in accordane with City contracts, policies, and bill-back requirements; apply and code payments accurately in the financial system; monitor aging and follow up on delinquent accounts in line with established procedures; and maintain complete records. 7. Maintain City vehicle records, including registratrions, licensing, insurance, and fuel cards; enter new vehicle and equipment acquisitions into the fixed asset module with required documentation. Follow up on asset disposals, such as sales or retirements, to ensure records are updated and supporting documentation is collected and retained. 8. Reconcile the accounts payable and accounts receivable modules to the general ledger on a monthly basis; research and resolve discrepancies; independently prepare necessary adjustments. 9. Assist with and serve as backup for preparing, reconciling, and filing sales and use tax reports; ensure proper tax coding, documentation, and compliance with state requirements. Research and resolve routine discrepancies and support timely submission of all filings. 10. Assist senior Finance staff with preparation of basic audit workpapers, assembling documentation, reconciling assigned accounts, and responding to routine auditor requests to support an efficient annual audit process. 11. Perform other duties of a similar nature or level as assigned. Page 45 of 219 CITY OF FARMINGTON, MN CLASS SPECIFICATION CLASS SPECIFICATION TITLE: ACCOUNTING SPECIALIST 2 Training and Experience (positions in this class typically require): Minimum Qualifications: High school diploma or GED and 2 years of accounts payable, accounts receivable or related experience; or, an equivalent combination of education and experience sufficient to successfully perform the duties listed above. General working knowledge of accounting principles Preferred Qualifications: Experience with BS&A Cloud Experience in municipal government or public-sector accounting Proficiency with Microsoft Office products, including advanced proficiency with Excel Knowledge (position requirements at entry): Knowledge of: Accounting principles, practices, and procedures Experience with accounting software and systems Sales and use tax experience, preferred Proficiency with computers; Microsoft Office preferred Government filing regulations and related regulations. General business practices and procedures. Skills (position requirements at entry): Skill in: Typing and data entry Providing customer service including the ability to maintain composure under pressure. Filing, scanning, and document management Organization and time management including the ability to balance multiple priorities. Mathetical reasoning and basic accounting skills. Clear communication and strong interpersonal skills including effectively interacting with coworkers, supervisors, and the public to exchange information and receive work direction Building positive working relationships and maintaining a respectful work environment Attention to detail and accuracy Ability to handle stress and/or stressful situations. Abillity to maintain confidentiality and sensitive information. Ability to research discrepancies, assess root causes, and determine corrective actions. Sound decision-making skills, with the ability to use judgement and follow established procedures and policies. Physical Requirements: Positions in this class typically require: climbing, balancing, stooping, kneeling, crouching, crawling, reaching, standing, walking, pushing, pulling, lifting, fingering, grasping, feeling, talking, hearing, seeing and repetitive motions. Sedentary Work: Exerting up to 10 pounds of force occasionally and/or a negligible amount of force frequently or constantly to lift, carry, push, pull or otherwise move objects, including the human body. Sedentary work involves sitting most of the time. Jobs are sedentary if walking and standing are required only occasionally and all other sedentary criteria are met. Page 46 of 219 CITY OF FARMINGTON, MN CLASS SPECIFICATION CLASS SPECIFICATION TITLE: ACCOUNTING SPECIALIST 3 NOTE: The above job description is intended to represent only the key areas of responsibilities; specific position assignments will vary depending on the business needs of the department. Classification History: Draft prepared by City of Farmington Date: 4/2026 Page 47 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:David Chanski, Asst City Admin/HR Director Department:HR Subject:Assistant Finance Director Job Description Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Staff is seeking approval for the job description of the Assistant Finance Director position. This new position was included in the 2026 Budget. DISCUSSION: During the 2026 Budget development process, the need for an Assistant Finance Director was identified. The Finance Department is currently comprised of the Finance Director, Accountant, Accounts Payable Technician, and two Accounting Technicians that handle Utility Billing and other finance tasks. However, as City operations continue to grow and accounting and audit standards increase, the bandwidth within the department has been stretched to its limit. Additionally, it has been identified that 3/5 members within the department will likely retire within the next 5 years. The creation of the Assistant Finance Director position will increase the bandwidth within the Finance Department, allowing the department to take steps to create more financial transparency, develop better processes to maintain compliance with accounting and audit succession future and operationsof for more allow and standards, continuity planning. As a result, the City Council approved the addition of the Assistant Finance Director in the 2026 Budget. BUDGET IMPACT: The Assistant Finance Director position was fully funded in the 2026 Budget. ACTION REQUESTED: Approve the job description for the Assistant Finance Director position and authorize Staff to conduct the recruitment process. Page 48 of 219 ATTACHMENTS: Assistant Finance Director Job Description Page 49 of 219 Job Summary Page 50 of 219 Page 51 of 219 Page 52 of 219 Page 53 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Samantha Hazelrigg, Human Resources Manager Department:HR Subject:Staff Approvals and Recommendations Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Staff recommends the following appointments: Benjamin Harten as Engineering Technician Jadyn Nye as Building Permit Technician Drew Conrad, Alex Haggerty, and Carson Spelman as Seasonal Park Maintenance Sawyer Hoffman as Seasonal Public Works Maintenance DISCUSSION: Council for appointmentsemployeefollowing pleased recommend to isStaff the approval. We are welcoming: Benjamin Harten as Engineering Technician; Jadyn Nye as Building Permit Technician; Drew Conrad, Alex Haggerty, and Carson Spelman as Seasonal Park Maintenance; and Sawyer Hoffman as Seasonal Public Works Maintenance. We appreciate the contributions each of these individuals will bring to their respective roles and look forward to their service to the City of Farmington and its community members. BUDGET IMPACT: Included in the 2026 budget. ACTION REQUESTED: Approve the appointments of Benjamin Harten, Jadyn Nye, Drew Conrad, Alex Haggerty, Carson Spelman, and Sawyer Hoffman. Page 54 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Kellee Omlid, Parks & Recreation Director Department:Parks & Recreation Subject:Agreement with Wayzata Results for Race Result Timing Services Meeting:Regular Council - Apr 20 2026 INTRODUCTION: The 46th Annual Tater Trot (formerly Dew Run) is scheduled for Saturday, June 27, 2026. DISCUSSION: The Tater Trot includes 1 Mile, 4 Mile, and ½ Mile Jr. Jog races. Wayzata Results will be providing race result timing services for the 1 Mile and 4 Mile races. The services include timing, results, generic bibs, display clock, and chips. The agreement is attached. Wayzata Results has successfully provided race result timing services for the Tater Trot in the past including last year and are great to work with. The City Attorney reviewed the attached agreement and found it acceptable. BUDGET IMPACT: The cost for the services Wayzata Results will be providing is $600 plus $2.50 per entry and $0.72 per mile for travel. The cost for race result timing services will be funded through the Parks and Recreation Department approved operational budget for contractual services monies in the recreation program services budget. ACTION REQUESTED: Approve the attached agreement with Wayzata Results for race result timing services for the 46th Annual Tater Trot on June 27, 2026. ATTACHMENTS: Wayzata Results 2026 Agreement Page 55 of 219 1998 Schoolmaster Dr Chaska, MN 55318 612-849-0713 www.wayzataresults.com Service Contract Road Races For: City of Farmington Date of Service: 6/27 Venue: Event Name: Event Type: Road Race Timing Option: Chip Timing Services Included: Timing, Results, Generic Bibs, Display Clock, Chips Customer Responsibilities: Payment Terms: Within 30 days of Invoice Received Deposit Required: $0 Hotel: N/A Travel: $0.72/per mile Price(s) (estimate): Bib Chips (Do not need to be returned): $600 + $2.50/entry Finish mat only This contract between the customer listed above and Wayzata Results, Inc. agree to the following service package detailed on the second page, including responsibilities of both the customer and Wayzata Results, Inc.. PLEASE SIGN AND EMAIL (or mail) THIS AGREEMENT TO WAYZATA RESULTS, INC. AS SOON AS POSSIBLE. WHEN WE RECEIVE THIS AGREEMENT, IT OFFICIALLY ENTERS YOUR MEET INTO OUR SERVICE CALENDAR. THANK YOU! Page 56 of 219 x Josh Gerber x Josh Gerber Nicholas Lien, Mayor Owner/Event Operations Director x Melissa Geis, City Clerk 1 Page 57 of 219 Service Agreement 1. SERVICES: The Provider will perform the services agreed upon and indicated on the first page of this document. Generic Bibs: Generic bibs (if agreed upon & listed in the services above) are bibs that may have other logos and events on them. We will however, try to limit the use of other event bibs for use with your event. We will use (in order) bibs with Athletic.net logos first, RoadId (or other non-event specific bibs), Cross Country Event bibs, other road race bibs (last resort) We will make every effort to use only generic Athletic.net bibs or RoadId bibs. 2. TIME OF COMPLETION: The services described above shall be completed in a timely manner on the date of the event. Any post-event services will be completed in a timely manner consistent with the abilities of the Provider to perform those services. 3. PAYMENT/FEES: The Customer shall pay the Provider for the services to be performed under the Agreement the sum listed on the first page of this document. There is a $300 non-refundable fee for holding the date see deposit required field Once the pre-registration deadline passes there will be an additional $75 fee or $0.50/entry fee if the event is cancelled (whichever is higher) If the event is canceled after we leave for the event there is 75% charge plus mileage (or the $300 holding fee plus mileage whichever is greater). If the event is canceled once we arrive on site there is 100% charge. Payments must be received within 30 days of completion of the event in full. If payment is not made within 30 days there will be a 10% charge added on to the timing fee for each 30 days the payment is delinquent. 4. GENERAL PROVISIONS: All work shall be completed in a workmanship like manner, and if applicable, in compliance with all building codes and other applicable laws. Provider shall not be liable for any delay due to circumstance beyond its control. The full balance of the agreement will be paid if the event is canceled after the Provider arrives at the event. If the event is postponed or the date is changed from that listed on the first page of this agreement, the Provider will make every attempt to accommodate the new date. Provider is not to be held liable for inability to perform services based on the detailed on the first page of this agreement. Any changes to this document must be set forth in writing by both Customer and Provider. Customer is responsible for any damage to equipment due to participants, officials, coaches, spectators, et all. Customer is NOT responsible for damage due by acts of God (example: weather) It is expressly understood that the Provider is an " independent contractor" and not an employee of the City. The Provider shall have control over the manner in which the services are performed under this Agreement. The Provider shall supply, at its own expense, all materials, supplies, equipment and tools required to accomplish the services contemplated by this Agreement. The Provider shall not be entitled to any benefits from the City, including, without limitation, insurance benefits, sick and vacation leave, Earned Sick and Safe Time, workers' compensation benefits, unemployment compensation, disability, severance pay, or retirement benefits. Nothing in this Page 58 of 219 Agreement shall be deemed to constitute a partnership, joint venture or agency relationship between the parties. Provider warrants that it is adequately insured for injury to its employees and others incurring loss or injury as a result of the acts of Provider or its employees, including Commercial General Liability in a minimum of$ 1, 000, 000 per occurrence/$ 2, 000, 000 annual aggregate, with the City named as an additional insured. Provider will provide a Certificate of Insurance upon request of the City. Page 59 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Kellee Omlid, Parks & Recreation Director Department:Parks & Recreation Subject:Donation from Amcon to the Rambling River Center Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Amcon recently donated two “10 Works Plus” car wash cards to the Rambling River Center (RRC). DISCUSSION: RRC member Vicki Pepera recently visited Amcon to purchase two “10 Works Plus” car wash cards to be used as Bingo prizes. In a generous gesture, Amcon chose to donate the cards instead! The two car wash cards, with a combined value of $192, will be used over the next month as prizes for Bingo participants at the RRC. Staff will communicate the City’s appreciation on behalf of the City Council to both Vicki Pepera and Amcon for this very thoughtful and generous donation. ACTION REQUESTED: Adopt Resolution 2026-034 accepting the donation of two “10 Works Plus” car wash cards, valued at $192, from Amcon to the Rambling River Center. ATTACHMENTS: 2026-034 Accepting Car Wash Cards from Amcon Page 60 of 219 CITY OF FARMINGTON DAKOTA COUNTY, MINNESOTA RESOLUTION 2026-034 A RESOLUTION ACCEPTING A DONATION OF TWO FROM AMCON TO THE RAMBLING RIVER CENTER WHEREAS, the City of Farmington is generally authorized to accept donations of real and personal property pursuant to Minnesota Statutes Section 465.03 for the benefit of its citizens and is specifically authorized to accept gifts, as allowed by law; and WHEREAS, the following persons and entities have offered to contribute to the City: Amcon has donated to the Rambling River Center valued at $192; and WHEREAS, it is in the best interest of the City to accept this donation. NOW, THEREFORE, BE IT RESOLVED that Mayor Lien and the Farmington City Council hereby accept with gratitude the generous donation of two cards to the Rambling River Center valued at $192 from Amcon. Adopted by the City Council of the City of Farmington, Minnesota, this 20th day of April 2026. ATTEST: ____________________________ ______________________________ Nicholas Lien, Mayor Melissa Geis, City Clerk Page 61 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:John Powell, Public Works Director Department:Engineering Subject:Professional Services Agreement with Alliant Engineering, Inc. for the 1st Street MSA Improvements Preliminary Design Meeting:Regular Council - Apr 20 2026 INTRODUCTION: At the December 15, 2025, City Council meeting, the City Council approved the 2026-2030 Capital Improvement Plan (CIP). The approved CIP includes the 1st Street Municipal State Aid (MSA) Improvement project which includes the reconstruction of 1st Street from 220th Street to Spruce Street. This project involves the complete replacement of the roadway section, replacement of the water main in certain areas, and expansion of the storm sewer system. We are initiating the preliminary design at this time in order to have the bid documents completed and issued early in the 2027 project bidding season. DISCUSSION: Alliant 2023-2027. for Pool Consultant approved the City the2023, in Early Council Engineering is one of the firms in the Consultant Pool and has prepared the attached scope and budget based on discussions with City Staff. A map of the project area is included in the attached PSA document. Major tasks included in the scope are the following: Project Management Data Collection and Base Mapping Public Engagement Feasibility Report Geotechnical Evaluation 30% Design plans and Cost Estimate Among other items, the detailed proposed scope includes: Periodic check in meetings with the city. Full topographic surveys of the project area. Preparation of a base map that includes private utilities. Two open houses for the public. Page 62 of 219 Project communication including open house invites. Soil borings Draft and final geotechnical reports. Preparation of draft and final feasibility reports. 30% design plans. Staff anticipates that the first open house will be scheduled for late May with completion of the feasibility report and 30% design plans by the end of September. BUDGET IMPACT: Work under this contract will be billed hourly for a cost not to exceed $90,620. As identified in the approved 2026-2030 Capital Improvement Plan, the funding sources for this project area are as follows: Funding Source Amount State Aid (MSA Construction Funds)$ 1,300,000 Sewer Fund $ 150,000 Water Fund $ 150,000 Total $ 1,600,000 The Stormwater Fund has not been included as a funding source as the State Aid Construction funding may be used for both the pavement and drainage (storm sewer) systems. as suchcostsother as well includes costs, construction allocation funding The as engineering, surveying, soil borings, materials testing, sewer televising, permits, etc. Once the City enters into a construction contract for the project, engineering costs will be reimbursed via the City's MSA Construction Fund. ACTION REQUESTED: Approve a Professional Services Agreement with Alliant Engineering, Inc. for the 1st Street MSA Improvements Preliminary Design. ATTACHMENTS: 042026 alliant PSA 1st street MSA Imp preliminary design Page 63 of 219 224345v1 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement made this 20th day of April, 2026, by and between the CITY OF FARMINGTON, a Minnesota municipal corporation, whose business address is 430 3rd St, Farmington, MN 55024 (hereinafter "City") and Alliant Engineering, Inc., a Minnesota Corporation, whose business address is 733 Marquette Avenue, Suite 700, Minneapolis, MN 55402 (hereinafter "Engineer"). PRELIMINARY STATEMENT The City has adopted a policy regarding the selection and hiring of consultants to provide a variety of professional services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Agreement is to set forth the terms and conditions for the provision of professional services by Engineer for engineering services, hereinafter referred to as the "Work", and as outlined on IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The City retains Engineer to furnish the services set provide all personnel, supervision, services, materials, tools, equipment and supplies and do all thing Work to be performed under this Agreement shall be done under the review of a professional engineer licensed in the State of Minnesota, who shall attest that the Work will be performed in compliance with all applicable codes and engineering standards. The Work shall be performed in accordance with the Contract Documents, which includes this Agreement and the attached Exhibits: Scope of Schedule of Payment and Fee Schedule. In the event any ambiguity or conflict between the Contract Documents listed above, the order of precedence shall be the following order: (i) this Agreement; (ii) Exhib 2. REPRESENTATIVES. City has designated John Powell, Public Works Director/City Engineer Eric Nelson, Client Services Manager Engineer Representative shall be available as often as is reasonably necessary for reviewing the Services and Work to be performed. 3. COMPENSATION FOR SERVICES. Engineer shall be paid by the City for the services described in on an hourly basis in accordance with the attached fee schedule, 90,620 inclusive of taxes and reimbursable costs. A. Any changes in the scope of the Work which may result in an increase to the compensation due the Engineer shall require prior written approval by the Page 64 of 219 224345v1 authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. B. Special Consultants may be utilized by the Engineer when required by the complex or specialized nature of the Project and when authorized in writing by the City. 4. COMPLETION DATE/TERM. The Engineer must complete the Services by September 30, 2026. This Agreement may be extended upon the written mutual consent of the parties for such additional period as they deem appropriate, and upon the terms and conditions as herein stated. 5. OWNERSHIP OF DOCUMENTS. All plans, diagrams, analyses, reports and become the property of the City, but Engineer may retain copies of such documents as records of the services provided. The City may use the Information for its purposes and the Engineer also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Agreement does not relieve any liability on the part of the Engineer, but any use of the Information by the City or the Engineer beyond the scope of the Project is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 6. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services hereunder, Engineer shall abide by all statutes, ordinances, rules, and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules, and regulations pertaining to the Services to be provided shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. and accounting procedures and practices related to services provided to the City are subject to examination by the legislative auditor or the state auditor, as appropriate, for a minimum of six years. 7. STANDARD OF CARE. Engineer shall exercise the same degrees of care, skill, and diligence in the performance of the Services as is ordinarily possessed and exercised by a professional engineer under similar circumstances. Engineer shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately to complete its duties in a timely manner. Engineer shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. Engineer shall be responsible for costs, delays, or damages arising from unreasonable delays in the performance of its duties. No other warranty, expressed or implied, is included in this Agreement. City shall not be responsible for discovering deficiencies in the accuracy of 8. INDEMNIFICATION. The Engineer shall defend, indemnify and hold harmless the City, its officers, agents, and employees, of and from any and all judgments, claims, damages, demands, actions, causes of action, including costs and attorney's fees paid or incurred resulting from any breach of this Agreement by Engineer, its agents, contractors and employees, or any Page 65 of 219 224345v1 negligent or intentional act or omission performed, taken or not performed or taken by Engineer, its agents, contractors and employees, relative to this Agreement. City will indemnify and hold Engineer harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents, or employees. 9. INSURANCE. a. General Liability. Prior to starting the Work, Engineer shall procure, maintain, and pay for such insurance as will protect against claims or loss which may arise out of operations by Engineer or by any subcontractor or by anyone employed by any of them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, or required by law. b. Engineer shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Statutory Limits $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General Liability $2,000,000 property damage and bodily injury per occurrence $2,000,000 general aggregate Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Commercial General Liability requirements may be met through a combination of umbrella or excess liability insurance. The City shall be named as an additional insured on the general liability and umbrella policies. c. Professional Liability Insurance. In addition to the coverages listed above, Engineer shall maintain a professional liability insurance policy in the amount of $2,000,000. Said policy need not name the City as an additional insured. Page 66 of 219 224345v1 d. Engineer Engineer available. e. Farmington insured. f. basis. g. All polices shall contain a waiver of subrogation in favor of the City. h. Liability Policy, shall be primary and non-contributory. i. indemnity obligations assumed by Engineer under this Agreement. j. Engineer agrees to maintain all coverage required herein throughout the term of the of the Work. k. It shall be Engineer coverages required herein. l. The policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days advanced written notice to the City. m. Engineer shall maintain in effect all insurance coverages required under this Paragraph at Engineer business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless specifically accepted by City in writing and all insurance policies shall be on ISO forms acceptable to the City. n. A copy of the Engineer compliance with this Paragraph, must be filed with City prior to the start of Engineer Upon request a copy of the Engineer page, rider and/or endorsement, as applicable shall be provided. Such documents evidencing insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Engineer has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate of Insurance, declaration page, rider, endorsement, certificates, or other evidence of insurance, or to advise Engineer of any deficiencies in such documents and Page 67 of 219 224345v1 receipt thereof shall not relieve Engineer right to enforce the terms of Engineer right to examine any policy provided for under this Agreement. o. Effect of Engineer If Engineer fails to provide the specified insurance, then Engineer will defend, indemnify, and hold harmless the City, the City's officials, agents, and employees from any loss, claim, liability, and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Engineer, its subcontractors, agents, employees or delegates. Engineer agrees that this indemnity shall be construed and applied in favor of indemnification. Engineer also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity in section o, the City may require Engineer to: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Engineer's insurance company. Engineer will take the action required by the City within fifteen (15) days of receiving notice from the City. 10. INDEPENDENT CONTRACTOR. The City hereby retains the Engineer as an independent contractor upon the terms and conditions set forth in this Agreement. The Engineer is not an employee of the City and is free to contract with other entities as provided herein. Engineer shall be responsible for selecting the means and methods of performing the work. Engineer shall furnish any and all supplies, equipment, and incidentals necessary for Engineer's performance under this Agreement. City and Engineer agree that Engineer shall not at any time or in any manner represent that Engineer or any of Engineer's agents or employees are in any manner agents or employees of the City. Engineer shall be exclusively responsible under this Agreement for Engineer's own FICA payments, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes if any such payments, amounts, or taxes are required to be paid by law or regulation. 11. SUBCONTRACTORS. Engineer shall not enter into subcontracts for services provided under this Agreement without the express written consent of the City. Engineer shall comply with Minnesota Statute § 471.425. Engineer must pay subcontractor for all undisputed Page 68 of 219 224345v1 services provided by subcontractor within ten (10) City. Engineer must pay interest of 1.5 percent per month or any part of a month to subcontractor on any undisputed amount not paid on time to subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. 12. ASSIGNMENT AND THIRD PARTIES. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the City and Engineer, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the City and Engineer and not for the benefit of any other party. 13. WAIVER. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement. 14. ENTIRE AGREEMENT. The entire agreement of the parties is contained herein. This Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 15. CONTROLLING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. All proceedings related to this contract shall be venued in the Dakota County District Court. 16. COPYRIGHT. Engineer shall defend actions or claims charging infringement of any copyright or patent by reason of the use or adoption of any designs, drawings, or specifications supplied by it, and it shall hold harmless the City from loss or damage resulting therefrom. 17. RECORDS. The Engineer shall maintain complete and accurate records of time and expense involved in the performance of services. 18. MINNESOTA GOVERNMENT DATA PRACTICES ACT. Engineer 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 the Engineer pursuant to this Agreement. Engineer 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 Engineer receives a request to release data, Engineer must immediately notify City. City will give Engineer instructions concerning the release of the data to the requesting party before the data is released. Engineer agrees to defend, indemnify, and hold City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting , or nd/or use of protected data. The terms of this paragraph shall survive the cancellation or termination of this Agreement. Page 69 of 219 224345v1 19. TERMINATION. This Agreement may be terminated by City on thirty (30 written notice delivered to Engineer at the address on file with the City. Upon termination under this provision if there is no fault of the Engineer, the Engineer shall be paid for services rendered and reimbursable expenses until the effective date of termination. If the City terminates the Agreement because the Engineer has failed to perform in accordance with this Agreement, no further payment shall be made to the Engineer, and the City may retain another engineer to undertake or complete the work identified in Paragraph 1. 20. NON-DISCRIMINATION. During the performance of this Agreement, the Engineer shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Engineer shall post in places available to employees and applicants for employment, notices setting forth the provision of this non- discrimination clause and stating that all qualified applicants will receive consideration for employment. The Engineer shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Engineer further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 21. SURVIVAL. All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. 22. SERVICES NOT PROVIDED FOR. Claims for services furnished by the Engineer not specifically provided for herein shall not be honored by the City. 23. SEVERABILITY. The provisions of this Agreement are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Agreement. 24. CONFLICTS. No officer or salaried employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision renders the Agreement void. 25. NOTICES. Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. 26. WAIVER -enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Page 70 of 219 224345v1 27. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. Dated: April 20, 2026 CITY: CITY OF FARMINGTON By: Nicholas Lien Mayor By: Melissa Geis City Clerk Dated:__________________, 20___ ENGINEER: ALLIANT ENGINEERING, INC. By: [print name] Its: [title] Page 71 of 219 224345v1 SCOPE OF SERVICES AND B SCHEDULE OF PAYMENT AND FEE SCHEDULE Page 72 of 219 Page 73 of 219 Page 74 of 219 Page 75 of 219 Page 76 of 219 Page 77 of 219 Page 78 of 219 Professional Services Order Professional Services Order Date: February 10, 2026 Agreement to Perform Consulting Services to Alliant Engineering for Farmington First Street Reconstruction. Consultant Client WSB LLC 540 Gateway Boulevard Burnsville, MN 55337 952.737.4660. Alliant Engineering 733 South Marquette Avenue Unit 700 Minneapolis, MN 55402 612.758.3080 Schedule Consultant shall perform services according to the following schedule if provided. No schedule requirement was provided. WSB currently has the capacity to drill borings within a few weeks of approval. Scope of Services Consultant shall provide the Service(s) and/or Deliverable(s) as follows: 6 Standard Penetration Test soil borings to depths of about 15-feet. Project setup, equipment mobilization, public utility clearance (Gopher State One Call). Preparation of boring logs and lab testing. Geotechnical report with recommendations. Fee This engagement will be conducted on a lump sum Basis. The total value for the Service(s) pursuant to the Professional Services Order (PSO) is $9,900.00. Hourly rates are to be billed per the attached rate schedule, or if no rate schedule is attached at the then current rate schedule. Item Description Amount 6 SPT borings to 15-feet, Project setup, GSOC (utility clearance) Mobilization, lab testing, boring logs Geotechnical report with recommendations TOTAL $9,900.00 Page 79 of 219 Professional Services Order Billing Information Client Contact/Project Manager Name: Eric Nelson Billing Address: 733 South Marquette Avenue Unit 700 Minneapolis, MN 55402 Email Address: ENelson@alliant-inc.com Phone Number: 612.758.3080 Assumptions or Details • This scope of work is expected to be completed in general accordance with the Terms and Conditions discussed within this proposal and the Professional Services Order (PSO) attached to this proposal. Variations in the Terms and Conditions and/or PSO attached will result in modifications to WSB’s scope and fee. • We assume the client has secured any and all required right-of-entry approvals to perform the work and will provide us access approval prior to mobilization of the field crew. • We have assumed all boring locations will be accessible with truck mounted drilling equipment in a single mobilization and clearing of vegetation or trees will not be required to access the borings. • We have assumed all boring locations will be accessible with truck mounted drilling equipment in a single mobilization and clearing of snow will be performed by others. • Drilling can be completed between 7AM and 7PM during normal weekdays. Drilling on nights, weekends, or holidays will not be required. • The client will designate an area on site where any excess spoils can be disposed of. Site restoration is not included beyond backfilling the borings with soil cuttings. Call- backs to repair or restore settlement of boring backfill is not included in the scope of services presented herein. • The scope of work included within our fee estimate does not include any services in connection with the discovery of potential contamination during our drilling and sampling operations. This study is not designed to detect or identify such materials. In the event that such material is suspected, we will notify the designated Client personnel immediately for direction before proceeding on any out-of-scope services. The field investigation could be resumed only after the appropriate health and safety issues are addressed and the scope and fee are modified to address this change in condition. • Preparation of supplemental reports, addendum letters, and/or review of plans and specifications are not included in our base geotechnical study fee; and responses to the project design team, review agencies or additional work that may be requested are also not included. • Preparation of supplemental reports, addendum letters, and/or review of plans and specifications are not included in our base geotechnical study fee; and responses to the project design team, review agencies or additional work that may be requested are also not included. Page 80 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:John Powell, Public Works Director Department:Engineering Subject:Professional Services Agreement with Alliant Engineering, Inc. for the 2027 Street Improvements Preliminary Design Meeting:Regular Council - Apr 20 2026 INTRODUCTION: At the July 21, 2025, City Council meeting, a public hearing was conducted, after which the City Council approved the Five-Year Street Reconstruction Plan and the issuance of General Obligation Street Reconstruction Bonds for same. The approved 2027 Street Improvement project area includes the following roadways: 7th Street - Ash Street (CSAH 74) to 180' south of Walnut Street Beech Street - 6th Street to 7th Street We are initiating the preliminary design at this time in order to have the bid documents completed and issued early in the 2027 project bidding season. DISCUSSION: Alliant 2023-2027. for Pool Consultant the Council City the2023, in Early approved Engineering is one of the firms in the Consultant Pool and has prepared the attached scope and budget based on discussions with City Staff. A map of the project area is included in the scope and budget document. Major tasks included in the scope are the following: Project Management Data Collection and Base Mapping Public Engagement Feasibility Report Geotechnical Evaluation 30% Design Plans and Cost Estimate Among other items, the detailed proposed scope includes: Periodic check in meetings with the city. Full topographic surveys of the project area. Preparation of a base map that includes private utilities. Page 81 of 219 Two open houses for the public. Project communication including open house invites. Soil borings Draft and final geotechnical reports. Preparation of draft and final feasibility reports. 30% design plans. Staff anticipates that the first open house will be scheduled for late May with completion of the feasibility report and 30% design plans by the end of September. BUDGET IMPACT: Work under this contract will be billed hourly for a cost not to exceed $85,480. As identified in the approved 2026-2030 Capital Improvement Plan, the funding sources for this project area are as follows: Funding Source Amount G.O. Bonds $ 1,500,000 Sewer Fund $ 500,000 Stormwater Fund $ 400,000 Water Fund $ 600,000 Total $ 3,000,000 as suchcostsother as well construction costs, includes allocation funding The as engineering, surveying, soil borings, materials testing, sewer televising, permits, etc. The G.O. Bond amount noted above is the same as the amount presented at the Five-Year Street Reconstruction Plan public hearing. ACTION REQUESTED: Approve a Professional Services Agreement with Alliant Engineering, Inc. for the 2027 Street Improvements Preliminary Design ATTACHMENTS: 042026 alliant PSA 2027 street Imp preliminary design Page 82 of 219 224345v1 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement made this 20th day of April, 2026, by and between the CITY OF FARMINGTON, a Minnesota municipal corporation, whose business address is 430 3rd St, Farmington, MN 55024 (hereinafter "City") and Alliant Engineering, Inc., a Minnesota Corporation, whose business address is 733 Marquette Avenue, Suite 700, Minneapolis, MN 55402 (hereinafter "Engineer"). PRELIMINARY STATEMENT The City has adopted a policy regarding the selection and hiring of consultants to provide a variety of professional services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Agreement is to set forth the terms and conditions for the provision of professional services by Engineer for engineering services, hereinafter referred to as the "Work", and as outlined on IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The City retains Engineer to furnish the services set provide all personnel, supervision, services, materials, tools, equipment and supplies and do all thing Work to be performed under this Agreement shall be done under the review of a professional engineer licensed in the State of Minnesota, who shall attest that the Work will be performed in compliance with all applicable codes and engineering standards. The Work shall be performed in accordance with the Contract Documents, which includes this Agreement and the attached Exhibits: Scope of Schedule of Payment and Fee Schedule. In the event any ambiguity or conflict between the Contract Documents listed above, the order of precedence shall be the following order: (i) this Agreement; (ii) Exhib 2. REPRESENTATIVES. City has designated John Powell, Public Works Director/City Engineer Eric Nelson, Client Services Manager Engineer Representative shall be available as often as is reasonably necessary for reviewing the Services and Work to be performed. 3. COMPENSATION FOR SERVICES. Engineer shall be paid by the City for the services described in on an hourly basis in accordance with the attached fee schedule, 85,480 inclusive of taxes and reimbursable costs. A. Any changes in the scope of the Work which may result in an increase to the compensation due the Engineer shall require prior written approval by the Page 83 of 219 224345v1 authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. B. Special Consultants may be utilized by the Engineer when required by the complex or specialized nature of the Project and when authorized in writing by the City. 4. COMPLETION DATE/TERM. The Engineer must complete the Services by September 30, 2026. This Agreement may be extended upon the written mutual consent of the parties for such additional period as they deem appropriate, and upon the terms and conditions as herein stated. 5. OWNERSHIP OF DOCUMENTS. All plans, diagrams, analyses, reports and become the property of the City, but Engineer may retain copies of such documents as records of the services provided. The City may use the Information for its purposes and the Engineer also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Agreement does not relieve any liability on the part of the Engineer, but any use of the Information by the City or the Engineer beyond the scope of the Project is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 6. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services hereunder, Engineer shall abide by all statutes, ordinances, rules, and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules, and regulations pertaining to the Services to be provided shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. and accounting procedures and practices related to services provided to the City are subject to examination by the legislative auditor or the state auditor, as appropriate, for a minimum of six years. 7. STANDARD OF CARE. Engineer shall exercise the same degrees of care, skill, and diligence in the performance of the Services as is ordinarily possessed and exercised by a professional engineer under similar circumstances. Engineer shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately to complete its duties in a timely manner. Engineer shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. Engineer shall be responsible for costs, delays, or damages arising from unreasonable delays in the performance of its duties. No other warranty, expressed or implied, is included in this Agreement. City shall not be responsible for discovering deficiencies in the accuracy of 8. INDEMNIFICATION. The Engineer shall defend, indemnify and hold harmless the City, its officers, agents, and employees, of and from any and all judgments, claims, damages, demands, actions, causes of action, including costs and attorney's fees paid or incurred resulting from any breach of this Agreement by Engineer, its agents, contractors and employees, or any Page 84 of 219 224345v1 negligent or intentional act or omission performed, taken or not performed or taken by Engineer, its agents, contractors and employees, relative to this Agreement. City will indemnify and hold Engineer harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents, or employees. 9. INSURANCE. a. General Liability. Prior to starting the Work, Engineer shall procure, maintain, and pay for such insurance as will protect against claims or loss which may arise out of operations by Engineer or by any subcontractor or by anyone employed by any of them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, or required by law. b. Engineer shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Statutory Limits $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General Liability $2,000,000 property damage and bodily injury per occurrence $2,000,000 general aggregate Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Commercial General Liability requirements may be met through a combination of umbrella or excess liability insurance. The City shall be named as an additional insured on the general liability and umbrella policies. c. Professional Liability Insurance. In addition to the coverages listed above, Engineer shall maintain a professional liability insurance policy in the amount of $2,000,000. Said policy need not name the City as an additional insured. Page 85 of 219 224345v1 d. Engineer Engineer available. e. Farmington insured. f. basis. g. All polices shall contain a waiver of subrogation in favor of the City. h. Liability Policy, shall be primary and non-contributory. i. indemnity obligations assumed by Engineer under this Agreement. j. Engineer agrees to maintain all coverage required herein throughout the term of the of the Work. k. It shall be Engineer coverages required herein. l. The policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days advanced written notice to the City. m. Engineer shall maintain in effect all insurance coverages required under this Paragraph at Engineer business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless specifically accepted by City in writing and all insurance policies shall be on ISO forms acceptable to the City. n. A copy of the Engineer compliance with this Paragraph, must be filed with City prior to the start of Engineer Upon request a copy of the Engineer page, rider and/or endorsement, as applicable shall be provided. Such documents evidencing insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Engineer has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate of Insurance, declaration page, rider, endorsement, certificates, or other evidence of insurance, or to advise Engineer of any deficiencies in such documents and Page 86 of 219 224345v1 receipt thereof shall not relieve Engineer right to enforce the terms of Engineer right to examine any policy provided for under this Agreement. o. Effect of Engineer If Engineer fails to provide the specified insurance, then Engineer will defend, indemnify, and hold harmless the City, the City's officials, agents, and employees from any loss, claim, liability, and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Engineer, its subcontractors, agents, employees or delegates. Engineer agrees that this indemnity shall be construed and applied in favor of indemnification. Engineer also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity in section o, the City may require Engineer to: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Engineer's insurance company. Engineer will take the action required by the City within fifteen (15) days of receiving notice from the City. 10. INDEPENDENT CONTRACTOR. The City hereby retains the Engineer as an independent contractor upon the terms and conditions set forth in this Agreement. The Engineer is not an employee of the City and is free to contract with other entities as provided herein. Engineer shall be responsible for selecting the means and methods of performing the work. Engineer shall furnish any and all supplies, equipment, and incidentals necessary for Engineer's performance under this Agreement. City and Engineer agree that Engineer shall not at any time or in any manner represent that Engineer or any of Engineer's agents or employees are in any manner agents or employees of the City. Engineer shall be exclusively responsible under this Agreement for Engineer's own FICA payments, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes if any such payments, amounts, or taxes are required to be paid by law or regulation. 11. SUBCONTRACTORS. Engineer shall not enter into subcontracts for services provided under this Agreement without the express written consent of the City. Engineer shall comply with Minnesota Statute § 471.425. Engineer must pay subcontractor for all undisputed Page 87 of 219 224345v1 services provided by subcontractor within ten (10) City. Engineer must pay interest of 1.5 percent per month or any part of a month to subcontractor on any undisputed amount not paid on time to subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. 12. ASSIGNMENT AND THIRD PARTIES. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the City and Engineer, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the City and Engineer and not for the benefit of any other party. 13. WAIVER. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement. 14. ENTIRE AGREEMENT. The entire agreement of the parties is contained herein. This Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 15. CONTROLLING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. All proceedings related to this contract shall be venued in the Dakota County District Court. 16. COPYRIGHT. Engineer shall defend actions or claims charging infringement of any copyright or patent by reason of the use or adoption of any designs, drawings, or specifications supplied by it, and it shall hold harmless the City from loss or damage resulting therefrom. 17. RECORDS. The Engineer shall maintain complete and accurate records of time and expense involved in the performance of services. 18. MINNESOTA GOVERNMENT DATA PRACTICES ACT. Engineer 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 the Engineer pursuant to this Agreement. Engineer 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 Engineer receives a request to release data, Engineer must immediately notify City. City will give Engineer instructions concerning the release of the data to the requesting party before the data is released. Engineer agrees to defend, indemnify, and hold City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting , or nd/or use of protected data. The terms of this paragraph shall survive the cancellation or termination of this Agreement. Page 88 of 219 224345v1 19. TERMINATION. This Agreement may be terminated by City on thirty (30 written notice delivered to Engineer at the address on file with the City. Upon termination under this provision if there is no fault of the Engineer, the Engineer shall be paid for services rendered and reimbursable expenses until the effective date of termination. If the City terminates the Agreement because the Engineer has failed to perform in accordance with this Agreement, no further payment shall be made to the Engineer, and the City may retain another engineer to undertake or complete the work identified in Paragraph 1. 20. NON-DISCRIMINATION. During the performance of this Agreement, the Engineer shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Engineer shall post in places available to employees and applicants for employment, notices setting forth the provision of this non- discrimination clause and stating that all qualified applicants will receive consideration for employment. The Engineer shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Engineer further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 21. SURVIVAL. All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. 22. SERVICES NOT PROVIDED FOR. Claims for services furnished by the Engineer not specifically provided for herein shall not be honored by the City. 23. SEVERABILITY. The provisions of this Agreement are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Agreement. 24. CONFLICTS. No officer or salaried employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision renders the Agreement void. 25. NOTICES. Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. 26. WAIVER -enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Page 89 of 219 224345v1 27. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. Dated: April 20, 2026 CITY: CITY OF FARMINGTON By: Nicholas Lien Mayor By: Melissa Geis City Clerk Dated:__________________, 20___ ENGINEER: ALLIANT ENGINEERING, INC. By: [print name] Its: [title] Page 90 of 219 224345v1 SCOPE OF SERVICES AND B SCHEDULE OF PAYMENT AND FEE SCHEDULE Page 91 of 219 Page 92 of 219 Page 93 of 219 Page 94 of 219 Page 95 of 219 Page 96 of 219 Page 97 of 219 Professional Services Order Professional Services Order Date: February 10, 2026 Agreement to Perform Consulting Services to Alliant Engineering for Farmington Seventh and Beech Street Reconstruction. Consultant Client WSB LLC 540 Gateway Boulevard Burnsville, MN 55337 952.737.4660. Alliant Engineering 733 South Marquette Avenue Unit 700 Minneapolis, MN 55402 612.758.3080 Schedule Consultant shall perform services according to the following schedule if provided. No set deadline was required. WSB currently has capacity to drill these borings within a few weeks of approval to proceed. Scope of Services Consultant shall provide the Service(s) and/or Deliverable(s) as follows: 5 Standard Penetration Test soil borings to depths of about 15-feet. Project setup, equipment mobilization, public utility clearance (Gopher State One Call). Preparation of boring logs and lab testing. Geotechnical report with recommendations. Fee This engagement will be conducted on a lump sum Basis. The total value for the Service(s) pursuant to the Professional Services Order (PSO) is $9,200.00. Hourly rates are to be billed per the attached rate schedule, or if no rate schedule is attached at the then current rate schedule. Item Description Amount 5 SPT borings to 15-feet, Project setup, GSOC (utility clearance) Mobilization, lab testing, boring logs Geotechnical report with recommendations TOTAL $9,200.00 Page 98 of 219 Professional Services Order Billing Information Client Contact/Project Manager Name: Eric Nelson Billing Address: 733 South Marquette Avenue Unit 700 Minneapolis, MN 55402 Email Address: ENelson@alliant-inc.com Phone Number: 612.758.3080 Assumptions or Details • This scope of work is expected to be completed in general accordance with the Terms and Conditions discussed within this proposal and the Professional Services Order (PSO) attached to this proposal. Variations in the Terms and Conditions and/or PSO attached will result in modifications to WSB’s scope and fee. • We assume the client has secured any and all required right-of-entry approvals to perform the work and will provide us access approval prior to mobilization of the field crew. • We have assumed all boring locations will be accessible with truck mounted drilling equipment in a single mobilization and clearing of vegetation or trees will not be required to access the borings. • We have assumed all boring locations will be accessible with truck mounted drilling equipment in a single mobilization and clearing of snow will be performed by others. • Drilling can be completed between 7AM and 7PM during normal weekdays. Drilling on nights, weekends, or holidays will not be required. • The client will designate an area on site where any excess spoils can be disposed of. Site restoration is not included beyond backfilling the borings with soil cuttings. Call- backs to repair or restore settlement of boring backfill is not included in the scope of services presented herein. • The scope of work included within our fee estimate does not include any services in connection with the discovery of potential contamination during our drilling and sampling operations. This study is not designed to detect or identify such materials. In the event that such material is suspected, we will notify the designated Client personnel immediately for direction before proceeding on any out-of-scope services. The field investigation could be resumed only after the appropriate health and safety issues are addressed and the scope and fee are modified to address this change in condition. • Preparation of supplemental reports, addendum letters, and/or review of plans and specifications are not included in our base geotechnical study fee; and responses to the project design team, review agencies or additional work that may be requested are also not included. • Preparation of supplemental reports, addendum letters, and/or review of plans and specifications are not included in our base geotechnical study fee; and responses to the project design team, review agencies or additional work that may be requested are also not included. Page 99 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:John Powell, Public Works Director Department:Engineering Subject:Professional Services Agreement with Hill Incorporated for the 220th Street Improvements Final Design and Bidding Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Consideration of a trunk sanitary sewer and water extension on 220th Street, west of Denmark Avenue, was initiated last fall. The Vermillion Commons developments are currently served by a single 12-inch trunk watermain connection at 218th Street/Denmark Avenue. To provide a "looped" trunk water system through Vermillion Commons, and to serve future water needs, the extension of 12-inch trunk watermain from Denmark Avenue to just east of the Vermillion River is recommended. This would facilitate looped water connections at Denton Avenue and 218th Street. Since last fall, much of the property south of 220th in this area has been annexed into the City of Farmington and the city has received a preliminary plat submittal for this new neighborhood, Vermillion Reserve. The initial phases of Vermillion Reserve will be served via the proposed sanitary sewer and water on 220th Street. Initially, after completion of the trunk utility installation, the City planned to pave 220th Street with bituminous but leave it as a "rural" section, meaning no curb and gutter and storm and side, south the ondevelopment is as However, sewer. proceeding reconstruction of Denmark Avenue by Dakota County is expected in 2028, now is the time to upgrade 220th Street. While there is much new development in this area, there are also three existing lots on the north side of 220th Street. The improvement of 220th Street will be a major change directly impacting these properties and their utility service. Pending approval of this action by the City Council, Staff will be meeting with these property owners to update them on the scope of the street and utility work. The requested action will allow the City to move forward with the final design and bidding process for this project. DISCUSSION: Page 100 of 219 Staff is recommending use of an engineering consultant outside of the Consultant Pool for this project. Hill Incorporated is already working on the developments north and south of 220th Street and has extensive knowledge of the area. Using this firm will also enhance coordination of the infrastructure development and phasing with Vermillion Reserve. The proposed project scope includes trunk sanitary sewer, trunk watermain, road reconstruction including curb and gutter, and storm sewer improvements. Major scope tasks related to preparation of the final plans and specifications include the following: Topographic Survey Final Design & Plans Contract Documents/Specifications Cost Estimate Bidding Assistance It is expected to have the bid documents prepared by the end of May with bidding to follow. Dewatering will likely be necessary for the utility installation. As the proposed dewatering appropriation may be within 250 feet of the Vermillion River, which is a designated trout stream, the dewatering cannot occur during the trout stream exclusion season that runs from September 1 to April 1. This may impact the constructions schedule. BUDGET IMPACT: Work under this contract will be billed hourly for a cost not to exceed $32,350. For 2026, the approved 2026-2030 Capital Improvement Plan (CIP) includes funding sources for the Farmington West-Trunk Sanitary Sewer and Water area: Funding Source Amount Sanitary Sewer Trunk Fund $ 725,000 Water Trunk Fund $ 725,000 Total $ 1,450,000 The improvements along 220th Street would use a portion of the allocated funding. As storm sewer is being added to the project, use of Storm Water Funds may be considered for this portion of the work scope. The funding allocation includes construction costs, as well as other costs such as engineering, surveying, soil borings, materials testing, sewer televising, permits, etc. ACTION REQUESTED: Approve the Professional Services Agreement with Hill Incorporated for the 220th Street Improvements Final Design and Bidding ATTACHMENTS: 042026 hill PSA 220th street final design Location Map 220th Street 042026 220th trunk utility aerial Page 101 of 219 224345v1 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement made this 20th day of April, 2026, by and between the CITY OF FARMINGTON, a Minnesota municipal corporation, whose business address is 430 3rd St, Farmington, MN 55024 (hereinafter "City") and Hill Incorporated, a Minnesota Corporation, whose business address is 2999 County Road 42 West, Suite 100, Burnsville, MN 55306 (hereinafter "Engineer"). PRELIMINARY STATEMENT The City has adopted a policy regarding the selection and hiring of consultants to provide a variety of professional services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Agreement is to set forth the terms and conditions for the provision of professional services by Engineer for engineering services, hereinafter referred to as the "Work", and as outlined on IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The City retains Engineer to furnish the services set provide all personnel, supervision, services, materials, tools, equipment and supplies and do all thing Work to be performed under this Agreement shall be done under the review of a professional engineer licensed in the State of Minnesota, who shall attest that the Work will be performed in compliance with all applicable codes and engineering standards. The Work shall be performed in accordance with the Contract Documents, which includes this Agreement and the attached Exhibits: Scope of Schedule of Payment and Fee Schedule. In the event any ambiguity or conflict between the Contract Documents listed above, the order of precedence shall be the following order: (i) this Agreement; (ii) Exhib 2. REPRESENTATIVES. City has designated John Powell, Public Works Director/City Engineer John Bender, Vice President Representative shall be available as often as is reasonably necessary for reviewing the Services and Work to be performed. 3. COMPENSATION FOR SERVICES. Engineer shall be paid by the City for the services described in on an hourly basis in accordance with the attached fee schedule, 32,350 inclusive of taxes and reimbursable costs. A. Any changes in the scope of the Work which may result in an increase to the compensation due the Engineer shall require prior written approval by the Page 102 of 219 224345v1 authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. B. Special Consultants may be utilized by the Engineer when required by the complex or specialized nature of the Project and when authorized in writing by the City. 4. COMPLETION DATE/TERM. The Engineer must complete the Services by , 2026. This Agreement may be extended upon the written mutual consent of the parties for such additional period as they deem appropriate, and upon the terms and conditions as herein stated. 5. OWNERSHIP OF DOCUMENTS. All plans, diagrams, analyses, reports and become the property of the City, but Engineer may retain copies of such documents as records of the services provided. The City may use the Information for its purposes and the Engineer also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Agreement does not relieve any liability on the part of the Engineer, but any use of the Information by the City or the Engineer beyond the scope of the Project is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 6. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services hereunder, Engineer shall abide by all statutes, ordinances, rules , and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules, and regulations pertaining to the Services to be provided shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. and accounting procedures and practices related to services provided to the City are subject to examination by the legislative auditor or the state auditor, as appropriate, for a minimum of six years. 7. STANDARD OF CARE. Engineer shall exercise the same degrees of care, skill, and diligence in the performance of the Services as is ordinarily possessed and exercised by a professional engineer under similar circumstances. Engineer shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately to complete its duties in a timely manner. Engineer shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. Engineer shall be responsible for costs, delays, or damages arising from unreasonable delays in the performance of its duties. No other warranty, expressed or implied, is included in this Agreement. City shall not be responsible for discovering deficiencies in the accuracy of 8. INDEMNIFICATION. The Engineer shall defend, indemnify and hold harmless the City, its officers, agents, and employees, of and from any and all judgments, claims, damages, demands, actions, causes of action, including costs and attorney's fees paid or incurred resulting from any breach of this Agreement by Engineer, its agents, contractors and employees, or any Page 103 of 219 224345v1 negligent or intentional act or omission performed, taken or not performed or taken by Engineer, its agents, contractors and employees, relative to this Agreement. City will indemnify and hold Engineer harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents, or employees. 9. INSURANCE. a. General Liability. Prior to starting the Work, Engineer shall procure, maintain, and pay for such insurance as will protect against claims or loss which may arise out of operations by Engineer or by any subcontractor or by anyone employed by any of them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, or required by law. b. Engineer shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Statutory Limits $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General Liability $2,000,000 property damage and bodily injury per occurrence $2,000,000 general aggregate Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Commercial General Liability requirements may be met through a combination of umbrella or excess liability insurance. The City shall be named as an additional insured on the general liability and umbrella policies. c. Professional Liability Insurance. In addition to the coverages listed above, Engineer shall maintain a professional liability insurance policy in the amount of $2,000,000. Said policy need not name the City as an additional insured. Page 104 of 219 224345v1 d. Engineer Engineer available. e. Farmington insured. f. basis. g. All polices shall contain a waiver of subrogation in favor of the City. h. Liability Policy, shall be primary and non-contributory. i. indemnity obligations assumed by Engineer under this Agreement. j. Engineer agrees to maintain all coverage required herein throughout the term of the of the Work. k. It shall be Engineer coverages required herein. l. The policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days advanced written notice to the City. m. Engineer shall maintain in effect all insurance coverages required under this Paragraph at Engineer business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless specifically accepted by City in writing and all insurance policies shall be on ISO forms acceptable to the City. n. A copy of the Engineer compliance with this Paragraph, must be filed with City prior to the start of Engineer Upon request a copy of the Engineer page, rider and/or endorsement, as applicable shall be provided. Such documents evidencing insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Engineer has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate of Insurance, declaration page, rider, endorsement, certificates, or other evidence of insurance, or to advise Engineer of any deficiencies in such documents and Page 105 of 219 224345v1 receipt thereof shall not relieve Engineer right to enforce the terms of Engineer right to examine any policy provided for under this Agreement. o. Effect of Engineer If Engineer fails to provide the specified insurance, then Engineer will defend, indemnify, and hold harmless the City, the City's officials, agents, and employees from any loss, claim, liability, and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Engineer, its subcontractors, agents, employees or delegates. Engineer agrees that this indemnity shall be construed and applied in favor of indemnification. Engineer also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity in section o, the City may require Engineer to: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Engineer's insurance company. Engineer will take the action required by the City within fifteen (15) days of receiving notice from the City. 10. INDEPENDENT CONTRACTOR. The City hereby retains the Engineer as an independent contractor upon the terms and conditions set forth in this Agreement. The Engineer is not an employee of the City and is free to contract with other entities as provided herein. Engineer shall be responsible for selecting the means and methods of performing the work. Engineer shall furnish any and all supplies, equipment, and incidentals necessary for Engineer's performance under this Agreement. City and Engineer agree that Engineer shall not at any time or in any manner represent that Engineer or any of Engineer's agents or employees are in any manner agents or employees of the City. Engineer shall be exclusively responsible under this Agreement for Engineer's own FICA payments, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes if any such payments, amounts, or taxes are required to be paid by law or regulation. 11. SUBCONTRACTORS. Engineer shall not enter into subcontracts for services provided under this Agreement without the express written consent of the City. Engineer shall comply with Minnesota Statute § 471.425. Engineer must pay subcontractor for all undisputed Page 106 of 219 224345v1 services provided by subcontractor within ten (10) City. Engineer must pay interest of 1.5 percent per month or any part of a month to subcontractor on any undisputed amount not paid on time to subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. 12. ASSIGNMENT AND THIRD PARTIES. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the City and Engineer, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the City and Engineer and not for the benefit of any other party. 13. WAIVER. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement. 14. ENTIRE AGREEMENT. The entire agreement of the parties is contained herein. This Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 15. CONTROLLING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. All proceedings related to this contract shall be venued in the Dakota County District Court. 16. COPYRIGHT. Engineer shall defend actions or claims charging infringement of any copyright or patent by reason of the use or adoption of any designs, drawings, or specifications supplied by it, and it shall hold harmless the City from loss or damage resulting therefrom. 17. RECORDS. The Engineer shall maintain complete and accurate records of time and expense involved in the performance of services. 18. MINNESOTA GOVERNMENT DATA PRACTICES ACT. Engineer 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 the Engineer pursuant to this Agreement. Engineer 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 Engineer receives a request to release data, Engineer must immediately notify City. City will give Engineer instructions concerning the release of the data to the requesting party before the data is released. Engineer agrees to defend, indemnify, and hold City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting , or of protected data. The terms of this paragraph shall survive the cancellation or termination of this Agreement. Page 107 of 219 224345v1 19. TERMINATION. This Agreement may be terminated by City on thirty (30 written notice delivered to Engineer at the address on file with the City. Upon termination under this provision if there is no fault of the Engineer, the Engineer shall be paid for services rendered and reimbursable expenses until the effective date of termination. If the City terminates the Agreement because the Engineer has failed to perform in accordance with this Agreement, no further payment shall be made to the Engineer, and the City may retain another engineer to undertake or complete the work identified in Paragraph 1. 20. NON-DISCRIMINATION. During the performance of this Agreement, the Engineer shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Engineer shall post in places available to employees and applicants for employment, notices setting forth the provision of this non- discrimination clause and stating that all qualified applicants will receive consideration for employment. The Engineer shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Engineer further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 21. SURVIVAL. All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. 22. SERVICES NOT PROVIDED FOR. Claims for services furnished by the Engineer not specifically provided for herein shall not be honored by the City. 23. SEVERABILITY. The provisions of this Agreement are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Agreement. 24. CONFLICTS. No officer or salaried employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision renders the Agreement void. 25. NOTICES. Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. 26. WAIVER -enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Page 108 of 219 224345v1 27. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. Dated: April 20, 2026 CITY: CITY OF FARMINGTON By: Nicholas Lien Mayor By: Melissa Geis City Clerk Dated:__________________, 20___ ENGINEER: HILL INCORPORATED By: [print name] Its: [title] Page 109 of 219 224345v1 SCOPE OF SERVICES AND B SCHEDULE OF PAYMENT AND FEE SCHEDULE Page 110 of 219 Page 111 of 219 Page 112 of 219 Page 113 of 219 Page 114 of 219 Page 115 of 219 Page 116 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:John Powell, Public Works Director Department:Engineering Subject:Professional Services Agreement with WSB, LLC for the Willow Street MSA Improvements Construction Services Meeting:Regular Council - Apr 20 2026 INTRODUCTION: The City intends to use Municipal State Aid (MSA) Construction funds for the construction of roadway and storm sewer on the Willow Street MSA Improvements project. Using MSA funds requires a much higher level of engineering administration than typical public improvement projects. Examples of this include review of labor submittals, performing labor compliance reviews, strict adherence to Minnesota Department of Transportation materials testing protocols, and submittal of contract and pay documents to State Aid. Staff is recommending use of an engineering consultant for this project. DISCUSSION: On February 21, 2023, the City Council approved the Consultant Pool for 2023-2027. WSB, LLC is one of the firms in the Consultant Pool and has prepared the attached scope and budget based on meetings and discussions with City Staff regarding this project. The scope includes the following major tasks: A. Project Management B. Contract Administration C. Construction Observation and Inspection D. Construction Surveying and Staking (including Record Plans) E. Materials Testing and Coordination The attached Professional Services Agreement (PSA) includes materials testing services to be completed per the State Aid testing protocol. The construction inspection hours assume an inspector on site for 12 weeks at 50 hours per week. The three most significant cost items are a full-time inspector, survey crew construction staking, and materials testing; these items along constitute over 77% of the Construction Services costs. BUDGET IMPACT: Work under this contract will be billed hourly for an cost not to exceed $178,153. Similar to the construction costs, the related engineering costs will be reimbursed via the City's Page 117 of 219 Municipal State Aid Construction account. ACTION REQUESTED: Approve a Professional Services Agreement with WSB, LLC for the Willow Street MSA Improvements Construction Services. ATTACHMENTS: 042026 wsb willow street MSA construction services Page 118 of 219 224345v1 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement made this 20th day of April, 2026, by and between the CITY OF FARMINGTON, a Minnesota municipal corporation, whose business address is 430 3rd St, Farmington, MN 55024 (hereinafter "City") and WSB LLC, a Limited Liability Company, whose business address is 701 Xenia Avenue South, Suite 300, Minneapolis, MN 55416 (hereinafter "Engineer"). PRELIMINARY STATEMENT The City has adopted a policy regarding the selection and hiring of consultants to provide a variety of professional services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Agreement is to set forth the terms and conditions for the provision of professional services by Engineer for engineering services, hereinafter referred to as the "Work", and as outlined on IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES. The City retains Engineer to furnish the services set provide all personnel, supervision, services, materials, tools, equipment and supplies and do all thing Work to be performed under this Agreement shall be done under the review of a professional engineer licensed in the State of Minnesota, who shall attest that the Work will be performed in compliance with all applicable codes and engineering standards. The Work shall be performed in accordance with the Contract Documents, which includes this Agreement and the attached Exhibits: Scope of Schedule of Payment and Fee Schedule. In the event any ambiguity or conflict between the Contract Documents listed above, the order of precedence shall be the following order: (i) this Agreement; (ii) Exhib 2. REPRESENTATIVES. City has designated John Powell, Public Works Director/City Engineer Mark Erichson, Director of Municipal Services Representative and the Engineer Representative shall be available as often as is reasonably necessary for reviewing the Services and Work to be performed. 3. COMPENSATION FOR SERVICES. Engineer shall be paid by the City for the services described in on an hourly basis in accordance with the attached fee schedule, 178,153 inclusive of taxes and reimbursable costs. A. Any changes in the scope of the Work which may result in an increase to the compensation due the Engineer shall require prior written approval by the Page 119 of 219 224345v1 authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. B. Special Consultants may be utilized by the Engineer when required by the complex or specialized nature of the Project and when authorized in writing by the City. 4. COMPLETION DATE/TERM. The Engineer must complete the Services by June 15, 2027. This Agreement may be extended upon the written mutual consent of the parties for such additional period as they deem appropriate, and upon the terms and conditions as herein stated. 5. OWNERSHIP OF DOCUMENTS. All plans, diagrams, analyses, reports and become the property of the City, but Engineer may retain copies of such documents as records of the services provided. The City may use the Information for its purposes and the Engineer also may use the Information for its purposes. Use of the Information for the purposes of the project contemplated by this Agreement does not relieve any liability on the part of the Engineer, but any use of the Information by the City or the Engineer beyond the scope of the Project is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liability resulting therefrom. 6. COMPLIANCE WITH LAWS AND REGULATIONS. In providing services hereunder, Engineer shall abide by all statutes, ordinances, rules, and regulations pertaining to the provisions of services to be provided. Any violation of statutes, ordinances, rules, and regulations pertaining to the Services to be provided shall constitute a material breach of this Agreement and entitle the City to immediately terminate this Agreement. and accounting procedures and practices related to services provided to the City are subject to examination by the legislative auditor or the state auditor, as appropriate, for a minimum of six years. 7. STANDARD OF CARE. Engineer shall exercise the same degrees of care, skill, and diligence in the performance of the Services as is ordinarily possessed and exercised by a professional engineer under similar circumstances. Engineer shall be liable to the fullest extent permitted under applicable law, without limitation, for any injuries, loss, or damages proximately to complete its duties in a timely manner. Engineer shall not be responsible for delays caused by factors beyond its control or that could not be reasonably foreseen at the time of execution of this Agreement. Engineer shall be responsible for costs, delays, or damages arising from unreasonable delays in the performance of its duties. No other warranty, expressed or implied, is included in this Agreement. City shall not be responsible for discovering deficiencies in the accuracy of 8. INDEMNIFICATION. The Engineer shall defend, indemnify and hold harmless the City, its officers, agents, and employees, of and from any and all judgments, claims, damages, demands, actions, causes of action, including costs and attorney's fees paid or incurred resulting from any breach of this Agreement by Engineer, its agents, contractors and employees, or any Page 120 of 219 224345v1 negligent or intentional act or omission performed, taken or not performed or taken by Engineer, its agents, contractors and employees, relative to this Agreement. City will indemnify and hold Engineer harmless from and against any loss for injuries or damages arising out of the negligent acts of the City, its officers, agents, or employees. 9. INSURANCE. a. General Liability. Prior to starting the Work, Engineer shall procure, maintain, and pay for such insurance as will protect against claims or loss which may arise out of operations by Engineer or by any subcontractor or by anyone employed by any of them or by anyone for whose acts any of them may be liable. Such insurance shall include, but not be limited to, minimum coverages and limits of liability specified in this Paragraph, or required by law. b. Engineer shall procure and maintain the following minimum insurance coverages and limits of liability for the Work: Statutory Limits $500,000 each accident $500,000 disease policy limit $500,000 disease each employee Commercial General Liability $2,000,000 property damage and bodily injury per occurrence $2,000,000 general aggregate Comprehensive Automobile Liability $1,000,000 combined single limit each accident (shall include coverage for all owned, hired and non-owed vehicles.) Commercial General Liability requirements may be met through a combination of umbrella or excess liability insurance. The City shall be named as an additional insured on the general liability and umbrella policies. c. Professional Liability Insurance. In addition to the coverages listed above, Engineer shall maintain a professional liability insurance policy in the amount of $2,000,000. Said policy need not name the City as an additional insured. Page 121 of 219 224345v1 d. Engineer Engineer available. e. Farmington insured. f. basis. g. All polices shall contain a waiver of subrogation in favor of the City. h. Liability Policy, shall be primary and non-contributory. i. indemnity obligations assumed by Engineer under this Agreement. j. Engineer agrees to maintain all coverage required herein throughout the term of the of the Work. k. It shall be Engineer coverages required herein. l. The policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days advanced written notice to the City. m. Engineer shall maintain in effect all insurance coverages required under this Paragraph at Engineer business in the state in Minnesota and having a current A.M. Best rating of no less than A-, unless specifically accepted by City in writing and all insurance policies shall be on ISO forms acceptable to the City. n. A copy of the Engineer compliance with this Paragraph, must be filed with City prior to the start of Engineer Upon request a copy of the Engineer page, rider and/or endorsement, as applicable shall be provided. Such documents evidencing insurance shall be in a form acceptable to City and shall provide satisfactory evidence that Engineer has complied with all insurance requirements. Renewal certificates shall be provided to City prior to the expiration date of any of the required policies. City will not be obligated, however, to review such Certificate of Insurance, declaration page, rider, endorsement, certificates, or other evidence of insurance, or to advise Engineer of any deficiencies in such documents and Page 122 of 219 224345v1 receipt thereof shall not relieve Engineer right to enforce the terms of Engineer right to examine any policy provided for under this Agreement. o. Effect of Engineer If Engineer fails to provide the specified insurance, then Engineer will defend, indemnify, and hold harmless the City, the City's officials, agents, and employees from any loss, claim, liability, and expense (including reasonable attorney's fees and expenses of litigation) to the extent necessary to afford the same protection as would have been provided by the specified insurance. Except to the extent prohibited by law, this indemnity applies regardless of any strict liability or negligence attributable to the City (including sole negligence) and regardless of the extent to which the underlying occurrence (i.e., the event giving rise to a claim which would have been covered by the specified insurance) is attributable to the negligent or otherwise wrongful act or omission (including breach of contract) of Engineer, its subcontractors, agents, employees or delegates. Engineer agrees that this indemnity shall be construed and applied in favor of indemnification. Engineer also agrees that if applicable law limits or precludes any aspect of this indemnity, then the indemnity will be considered limited only to the extent necessary to comply with that applicable law. The stated indemnity continues until all applicable statutes of limitation have run. If a claim arises within the scope of the stated indemnity in section o, the City may require Engineer to: i. Furnish and pay for a surety bond, satisfactory to the City, guaranteeing performance of the indemnity obligation; or ii. Furnish a written acceptance of tender of defense and indemnity from Engineer's insurance company. Engineer will take the action required by the City within fifteen (15) days of receiving notice from the City. 10. INDEPENDENT CONTRACTOR. The City hereby retains the Engineer as an independent contractor upon the terms and conditions set forth in this Agreement. The Engineer is not an employee of the City and is free to contract with other entities as provided herein. Engineer shall be responsible for selecting the means and methods of performing the work. Engineer shall furnish any and all supplies, equipment, and incidentals necessary for Engineer's performance under this Agreement. City and Engineer agree that Engineer shall not at any time or in any manner represent that Engineer or any of Engineer's agents or employees are in any manner agents or employees of the City. Engineer shall be exclusively responsible under this Agreement for Engineer's own FICA payments, workers compensation payments, unemployment compensation payments, withholding amounts, and/or self-employment taxes if any such payments, amounts, or taxes are required to be paid by law or regulation. 11. SUBCONTRACTORS. Engineer shall not enter into subcontracts for services provided under this Agreement without the express written consent of the City. Engineer shall comply with Minnesota Statute § 471.425. Engineer must pay subcontractor for all undisputed Page 123 of 219 224345v1 services provided by subcontractor within ten (10) City. Engineer must pay interest of 1.5 percent per month or any part of a month to subcontractor on any undisputed amount not paid on time to subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. 12. ASSIGNMENT AND THIRD PARTIES. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the City and Engineer, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the City and Engineer and not for the benefit of any other party. 13. WAIVER. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement. 14. ENTIRE AGREEMENT. The entire agreement of the parties is contained herein. This Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 15. CONTROLLING LAW AND VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. All proceedings related to this contract shall be venued in the Dakota County District Court. 16. COPYRIGHT. Engineer shall defend actions or claims charging infringement of any copyright or patent by reason of the use or adoption of any designs, drawings, or specifications supplied by it, and it shall hold harmless the City from loss or damage resulting therefrom. 17. RECORDS. The Engineer shall maintain complete and accurate records of time and expense involved in the performance of services. 18. MINNESOTA GOVERNMENT DATA PRACTICES ACT. Engineer 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 the Engineer pursuant to this Agreement. Engineer 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 Engineer receives a request to release data, Engineer must immediately notify City. City will give Engineer instructions concerning the release of the data to the requesting party before the data is released. Engineer agrees to defend, indemnify, and hold City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting , or survive the cancellation or termination of this Agreement. Page 124 of 219 224345v1 19. TERMINATION. This Agreement may be terminated by City on thirty (30 written notice delivered to Engineer at the address on file with the City. Upon termination under this provision if there is no fault of the Engineer, the Engineer shall be paid for services rendered and reimbursable expenses until the effective date of termination. If the City terminates the Agreement because the Engineer has failed to perform in accordance with this Agreement, no further payment shall be made to the Engineer, and the City may retain another engineer to undertake or complete the work identified in Paragraph 1. 20. NON-DISCRIMINATION. During the performance of this Agreement, the Engineer shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Engineer shall post in places available to employees and applicants for employment, notices setting forth the provision of this non- discrimination clause and stating that all qualified applicants will receive consideration for employment. The Engineer shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for program work. The Engineer further agrees to comply with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq., Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act of 1990. 21. SURVIVAL. All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. 22. SERVICES NOT PROVIDED FOR. Claims for services furnished by the Engineer not specifically provided for herein shall not be honored by the City. 23. SEVERABILITY. The provisions of this Agreement are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Agreement. 24. CONFLICTS. No officer or salaried employee of the City and no member of the Council of the City shall have a financial interest, direct or indirect, in this Agreement. The violation of this provision renders the Agreement void. 25. NOTICES. Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. 26. WAIVER -enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Page 125 of 219 224345v1 27. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. Dated: April 20, 2026 CITY: CITY OF FARMINGTON By: Nicholas Lien Mayor By: Melissa Geis City Clerk Dated:__________________, 20___ ENGINEER: WSB LLC By: [print name] Its: [title] Page 126 of 219 224345v1 SCOPE OF SERVICES AND B SCHEDULE OF PAYMENT AND FEE SCHEDULE Page 127 of 219 Page 128 of 219 Page 129 of 219 Page 130 of 219 Page 131 of 219 WSB Unit Test Type/Material Minimum Required Testing Rate Quantity of Material Minimum Tests Probable Tests Cost Per Test Minimum Cost Probable Cost 3025 Aggregate Base CL 5: 2339 CY 4 5 $165.00 $660.00 $825.00 3025 Select Granular Embankment 1 / 40,000 CY (CV)2446 CY 1 2 $165.00 $165.00 $330.00 WSB Unit Test Type/Material Minimum Required Testing Rate Major Soil Types Minimum Tests Probable Tests Cost Per Test Minimum Cost Probable Cost 3260 Proctor Test 1 / Major soil type. Additionally, one for each granular material, if using specified density. Embankment Trench Backfill Subgrade 3 4 $250.00 $750.00 $1,000.00 WSB Unit Test Type/Material Minimum Required Testing Rate Quantity of Material Minimum Tests Probable Tests Cost Per Test Minimum Cost Probable Cost 3500 Aggregate Base 1 DCP tests per 500 CY (CV) or 1 per 1000 Tons. If test rolled, 1 test / 1,500 CY (CV) or 3000 Tons.CL 5: 2339 CY 5 6 $55.00 $275.00 $330.00 3510 Roadway Embankment: 1 test per 2,000 CY (CV) or if test rolled, 1 test per 4,000 CY (CV), SGE: 2446 CY 2 3 $40.00 $80.00 $120.00 3510 Structures and Longitudinal Trenches (Sidewalk/Trails/Watermain/Storm Sewer/Sanitary Sewer/Retaining Walls): 1 test per 300 feet of each structure length per every 2 feet of fill. Watermain: 1237 LF (8) Storm: 778 LF (4)12 14 $40.00 $480.00 $560.00 3510 Subgrade Preparation: 1 test per 25 road stations. 100% proctor density 13 RDST 1 2 $40.00 $40.00 $80.00 WSB Unit Test Type/Material Minimum Required Testing Rate Quantity of Material Minimum Tests Probable Tests Cost Per Test Minimum Cost Probable Cost 3250 Aggregate Base 1 / 1,000 CY up to 10 maximum. For Quality Compaction: Test as directed by Engineer.Cl 5: 2339 CY 3 3 $20.00 $60.00 $60.00 3250 All Embankment Materials 1 / 10,000 CY up to 10 maximum. For Quality Compaction: Test as directed by Engineer.SGE: 2446 CY 1 1 $20.00 $20.00 $20.00 3250 Subgrade Preparation 1 per 25 Road Stations For Quality Compaction: Test as directed by Engineer.13 RDST 1 1 $20.00 $20.00 $20.00 WSB Unit Test Type/Material Minimum Required Testing Rate Sources Minimum Tests Probable Tests Cost Per Test Minimum Cost Probable Cost 4030 Aggregate Base Recycled/Salvaged/Reclaimed Bitumen content At the discretion of the Engineer.Imported 0 1 $190.00 $0.00 $190.00 WSB Unit Test Type/Material Minimum Required Testing Rate Quantity of Material Minimum Tests Probable Tests Cost Per Test Minimum Cost Probable Cost 2040 Concrete Testing 1 / 100 CY / mix type / day (1 set of 4 cylinders) *Field Cure Cylinders = Additional. Casted Upon Request* 4" Walk: 2 CY 6" Walk: 5 CY B618 C&G: 150 CY 6" Driveway: 35 CY 8" Driveway: 74 CY 6 8 $160.00 $960.00 $1,280.00 Total Minimum Cost for Section $190.00 Total Probable Cost for Section Total Minimum Cost for Section $0.00 Aggregate Quality Non-Granular Materials $825.00 $1,155.00 Granular Materials $1,000.00 Total Probable Cost for Section $1,090.00 $875.00 $100.00 $100.00 Compaction Testing - Nuclear Density Gauge and Dynamic Cone Penetrometer Proctor Test Moisture Content Test $750.00 Willow Drive MSA Random Sampling: > 2000 CY (CV) or 4000 Tons. Divide into lots with lot size no greater than 2000 CY (CV) or 4000 Tons. Test two random samples from each lot and average. Gradation Testing Total Minimum Cost for Section Total Probable Cost for Section City of Farmington SAP 212-116-001 / CP 26-03 / WSB R-030716-000 Construction Materials Testing Estimate of Costs (2024 SALT) Total Probable Cost for Section Total Minimum Cost for Section $960.00 Total Minimum Cost for Section Total Probable Cost for Section Concrete Testing Total Minimum Cost for Section Total Probable Cost for Section $1,280.00 Page 132 of 219 WSB Unit Test Type/Material Minimum Required Testing Rate Quantity of Material Minimum Tests Probable Tests Cost Per Test Minimum Cost Probable Cost 4090 Verification Testing - MnDOT Gyratory Mix Properties 1 / mix type / day 2 3 $650.00 $1,300.00 $1,950.00 4080 Compaction / Density Testing Per Project Special Provisions 4 4 $65.00 $260.00 $260.00 WSB Unit Project Charges Rate ($) Quantity CMT02 Field Technician Time 115 30 2130 Trip Charge 60 26 $5,070.00 $7,025.00 CMT01 Sample Pick-Up Time 100 16.5 CMT90 Project Administration 95 1 CMT70 Project Assistant 175 8 CMT80 Project Engineer 215 2 $430.00 $3,450.00 $1,650.00 $95.00 Subtotal Bituminous Testing Total Minimum Cost for Section $1,560.00 9.5W(3,C): 600 T 12.5W(3,C): 1200 T Small Quantity: 3," 9.5W(2,C): 35 T Total Estimated Minimum Cost $13,655.00 Total Estimated Probable Cost $15,610.00 $1,400.00 Total Probable Cost for Section $2,210.00 Field and Overhead Subtotal $8,585.00 Testing Subtotal (minimum-probable)$5,070.00 - $7,025.00 $1,560.00 Page 133 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:John Powell, Public Works Director Department:Engineering Subject:Receive Bids and Award a Contract for the Willow Street MSA Improvements Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Plans and specifications for this project were prepared consistent with the City Council direction regarding design options presented at the January 20, City Council meeting and State Aid design standards. This includes replacing the roadway at its current width, with no dedicated bike lanes, and the closure of 8th Street on the south side of Willow Street. If for any reason Dakota County Lumber decides the closure of 8th Street does not meet their needs, then 8th Street will be left connected at no additional construction cost. The City expects a decision on this option in the near future. DISCUSSION: An advertisement for bids was posted in the Dakota County Tribune and in Finance & Commerce on March 20 and 27, 2026. Notice was also posted on the QuestCDN website. Bids were publicly read at an online bid opening at 10 am on April 14, 2026. Six (6) bids were received. The low bidder is BCM Construction of Faribault in the amount of $1,143,900.55. The Engineer's Estimate of Construction Costs for the project based on final quantities was $1,271,667.50. BCM Construction has successfully completed similar projects for Farmington in the past. A complete tabulation of bids is attached and is summarized below. A recommendation of award letter is also attached. Contractor Bid Amount BCM Construction, Inc. $ 1,143,900.55 McNamara Contracting $ 1,148,420.95 Fitzgerald Excavating $ 1,251,457.64 Pember Companies $ 1,253,613.75 A-1 Excavating $ 1,269,782.00 Northwest $ 1,526,156.22 Page 134 of 219 BUDGET IMPACT: Funding for this project, as identified in the approved 2026-2030 Capital Improvement Plan, included the following: State Aid (MSA Construction Funds) $ 875,000 Sewer Fund $ 75,000 Water Fund $ 150,000 Total $1,025,000 MSA Construction Funds can be used by the City for construction of roadway and storm sewer improvements, as well as for engineering design. The State Aid Hydraulics staff have determined that 100% of the storm sewer costs are eligible for State Aid funding. The work scope includes extensive soil correction as well water main and water service replacement as recommended by the Water Board. Based on the low bid, and assuming an additional 20% for engineering, surveying, testing, etc., an estimate of the proposed funding sources and amounts are as follows: State Aid (MSA Construction Funds) $ 1,092,257 Sanitary Sewer Fund $ 9,270 Water Fund $ 271,154 Total $ 1,372,681 Very competitive bids were received, with the low bid being about 10 percent below the Engineer's Estimate of Construction Costs. As of April 13, 2026, the balance available in the City's Municipal State Aid (MSA) Construction Fund is $2,226,407.98, so adequate MSA Construction Funds are available. Public improvement contracts are based on estimated quantities of materials and work types. The final contract amount can vary (increase or decrease) from the original amount. Additionally, construction issues arise which require an immediate decision and cannot wait for the next City Council meeting for formal approval. For these reasons, Staff is also requesting approval of a change order contingency of $114,000 (about 10% of the contract) be established as an aggregate of all change order increases, with a maximum amount of $50,000 allowed for any single change order increase without prior City Council approval. ACTION REQUESTED: Staff recommends acceptance of the bids and award of a contract for construction of the Willow Street MSA Improvements project to BCM Construction of Faribault in the amount of their bid $1,143,900.55 and authorize the Mayor and City Clerk to execute the same. This includes approval of a change order contingency of $114,000 (about 10% of the contract) be established as an aggregate of all change order increases, with a maximum amount of $50,000 allowed for any single change order increase without prior City Council approval. Page 135 of 219 ATTACHMENTS: 030716-000 Willow St Bid Tabulation 041426 030716-000 Willow St LOR 041426 Page 136 of 219 Page 137 of 219 Page 138 of 219 Page 139 of 219 Page 140 of 219 Page 141 of 219 Page 142 of 219 April 14, 2026 Honorable Mayor and City Council City of Farmington 430 Third Street Farmington, MN 55024 Re: Willow Street MSA Improvements City Project No. 26-03 SAP 212-116-001 City of Farmington WSB Project No. 030716-000 Dear Mayor and Council Members: Bids were received for the above-referenced project on Tuesday, April 14, 2026, and were opened and read aloud. Six bids were received. The bids were checked for mathematical accuracy. Please find enclosed the bid summary indicating the low bid as submitted by BCM Construction, Inc., Faribault, Minnesota in the amount of $1,143,900.55. The Engineer’s Estimate was $1,271,667.50. We recommend that the City Council consider these bids and award a contract in the amount of $1,143,900.55 to BCM Construction, Inc. based on the results of the bids received. Sincerely, WSB Mark Erichson, PE Director, Municipal Services Attachments ams Page 143 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:John Powell, Public Works Director Department:Engineering Subject:Resolution 2026-033 Revising the Municipal State Aid Street System Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Staff is requesting a revision to the Municipal State Aid System (MSAS) to receive the maximum benefit from the State Aid system. DISCUSSION: The City submits an Annual Certification of Mileage, which declares the total miles of streets within the city. The maximum allowable total length of designated State Aid streets is twenty percent (20%) of the total local road mileage. This year, the city has 94.14 miles of local road mileage due to the construction of new roads in 2025. Twenty percent of the total available for State Aid funding is 18.83 miles. Currently, 16.71 miles are included in the State Aid system; 2.12 miles can be added to the system. Further, there are four roadway segments designated as MSAS routes which are no longer viable or needed; these segments total 1.44 miles. Staff is recommending the following revisions be made to the system to take full advantage of the State Aid funding: Proposed revocations Segment Length Location 212-106-035 0.39 miles 208th Street from Akin Road to First Street 212-105-040 0.46 miles First Street from CSAH 50 (Elm Street) to 208th Street 212-114-010 0.24 miles Fairgreen Avenue from CSAH 50 (Elm Street) to 210th Street 212-114-020 0.35 miles Fairgreen Avenue from 210th Street to 208th Street 1.44 miles Proposed New Segments Length Location 0.48 miles Diamond Path Road from CSAH 64 (195th Street) to 675 feet south of 199th St. Page 144 of 219 0.67 miles Diamond Path Road from 675 feet south of 199th Street to Devonport Drive 0.11 miles Devonport Drive from Akin Road (212-112-020) to Diamond Path 1.25 miles Biscayne Avenue from TH 50 (220th Steet) to 208th Street 0.50 miles 208th Street from Cambodia Avenue to Biscayne Avenue 0.38 miles Cambodia Avenue from 208th Street to CSAH 66 (Vermillion River Trail) 3.39 miles Attached is a copy of the letter forwarded to the Metro District State Aid Engineer describing proposed revocation and new segments in detail, including a map of the locations. Minnesota Department of Transportation State Aid office has reviewed these proposed changes and indicated they will be approved upon receipt of the City Council resolution. BUDGET IMPACT: By maximizing the miles of streets designated as State Aid streets, the City will maximize the needs, or funding, from State Aid to maintain these streets within the city. ACTION REQUESTED: Adopt Resolution 2026-033 Revising the Municipal State Aid Street System. ATTACHMENTS: 2026-033 Revising the Municipal State Aid Street System Farmington MSA System Revisions 022726 Farmington Municipal Map 2025 proposed system changes 022726 Page 145 of 219 CITY OF FARMINGTON DAKOTA COUNTY, MINNESOTA RESOLUTION 2026-033 A RESOLUTION REVISING THE MUNICIPAL STATE AID STREET SYSTEM WHEREAS, the City Council of the City of Farmington, Minnesota , has determined that streets hereinafter described should be revoked as Municipal State Aid Streets under the provisions of Minnesota law; and WHEREAS, the City Council has determined that other streets hereinafter described should be designated as Municipal State Aid Streets under the provisions of Minnesota law. NOW, THEREFORE, BE IT RESOLVED by the Farmington City Council that the streets described as follows are hereby revoked as Municipal State Aid Streets of said City, subject to the approval of the Commissioner of Transportation of the State of Minnesota: 212-106-035 208th Street - 0.39 miles From Akin Road to First Street 212-105-040 First Street - 0.46 miles From CSAH 50 (Elm Street) to 208th Street 212-114-010 Fairgreen Avenue - 0.24 miles From CSAH 50 (Elm Street) to 210th Street 212-114-020 Fairgreen Avenue - 0.35 miles From 210th Street to 208th Street BE IT FURTHER RESOLVED by the Farmington City Council that the streets described as follows are hereby established, located and designated as Municipal State Aid Streets of said City, subject to the approval of the Commissioner of Transportation of the State of Minnesota: Diamond Path Road 0.48 miles From CSAH 64 (195th Street) to 675 feet south of 199th Street Diamond Path Road - 0.67 miles From 675 feet south of 199th Street to Devonport Drive Devonport Drive - 0.11 miles From Akin Road (212-112-020) to Diamond Path Page 146 of 219 Resolution 2026-033 Page 2 of 2 Biscayne Avenue - 1.25 miles From TH 50 (220th Steet) to 208th Street 208th Street - 0.50 miles From Cambodia Avenue to Biscayne Avenue Cambodia Avenue - 0.38 miles From 208th Street to CSAH 66 (Vermillion River Trail) BE IT FURTHER RESOLVED that the City Clerk is hereby authorized and directed to forward two certified copies of this resolution to the Commissioner of Transportation for consideration and, upon approval of the designation of said roads or portions thereof, that same be constructed, improved and maintained as Municipal State Aid Streets. Adopted by the City Council of the City of Farmington, Minnesota, this 20th day of April 2026. ATTEST: ____________________________ ______________________________ Nicholas Lien, Mayor Melissa Geis, City Clerk Page 147 of 219 430 Third Street | Farmington, Minnesota | 651-280-6800 | FarmingtonMN.gov February 27, 2026 Dan Erickson, Metro District State Aid Engineer Waters Edge Building 1500 West County Road B-2 Roseville, Minnesota 55113 Re: Municipal State Aid System (MSAS) Proposed Revisions City of Farmington Dear Mr. Erickson, The City of Farmington has reviewed our existing MSAS designations within the context of our ongoing Comprehensive Plan update citywide transportation needs. As you may know, the Vermillion River and multiple tributaries flow through Farmington, and we have a very active rail line which passes through the city. Our transportation planning and requested system changes reflect the technical and financial challenges that these amenities present to roadway connectivity. We are presenting the following proposed changes to you for review and comment. The proposed system revisions are identified graphically on the attached Attachment A. Proposed Revocations: 212-106-035 0.39 miles 208 th Street from Akin Road to First Street 212-105-040 0.46 miles First Street from CSAH 50 (Elm Street) to 208 th Street 212-114-010 0.24 miles Fairgreen Avenue from CSAH 50 (Elm Street) to 210 th Street 212-114-020 0.35 miles Fairgreen Avenue from 210 th Street to 208th Street 1.44 miles Proposed New Segments: 0.48 miles Diamond Path Road from CSAH 64 (195 th Street) to 675 feet south of 199th Street 0.67 miles Diamond Path Road from 675 feet south of 199th Street to Devonport Drive 0.11 miles Devonport Drive from Akin Road (212-112-020) to Diamond Path 1.25 miles Biscayne Avenue from TH 50 (220 th Steet) to 208th Street 0.50 miles 208 th Street from Cambodia Avenue to Biscayne Avenue 0.38 miles Cambodia Avenue from 208 th Street to CSAH 66 (Vermillion River Trail) 3.39 miles The city has 2.12 miles available to designate with our existing system. After the proposed changes, we will have about .17 miles remaining for designation. Page 148 of 219 430 Third Street | Farmington, Minnesota | 651-280-6800 | FarmingtonMN.gov Following is a discussion of the proposed changes and compliance with State Aid Rules 8820.0700 and 8820.0800. Revocations 212-106-035 208th Street from Akin Road to First Street Discussion: a. This segment was partially constructed using MSAS funds in 1992; a preliminary review of this indicates payback would likely not be required for either of these segments. b. This segment provides access to Riverview Elementary School and Dodge Middle School. Originally, it was expected that the roadway would be extended east and connected toTH 3/CSAH 66. However, the need to cross a railroad very actively used by UP and the Vermillion River made this connection cost prohibitive. 212-105-040 First Street from CSAH 50 (Elm Street) to 208th Street Discussion: a. This is an unimproved segment. b. Dodge Middle School and related amenities have been constructed in the path of this route. c. Constructing this segment would also be very costly as it would need to cross a very wide portion of the Vermillion River and adjoining floodplain. 212-114-010 Fairgreen Avenue from CSAH 50 (Elm Street) to 210th Street 212-114-020 Fairgreen Avenue from 210th Street to 208th Street Discussion: a. This is an unimproved segment north of 210 th Street and a gravel roadway from 210th Street to CSAH 50. b. The city no longer anticipates the need for a north-south roadway segment in this area. No connecting roadway is currently planned south of CSAH 50. New Segments As the new segments cannot stand alone without through connectivity; the connected segments are discussed together. Diamond Path Road from CSAH 64 (195th Street) to 675 feet south of 199th Street; Diamond Path Road from 675 feet south of 199th Street to Devonport Drive; and Devonport Drive from Akin Road (212-112- 020) to Diamond Path Discussion: a. Devonport Drive is an improved roadway that currently serves Farmington Lutheran Church and terminates at the east end with farmed fields. Page 149 of 219 430 Third Street | Farmington, Minnesota | 651-280-6800 | FarmingtonMN.gov b. Diamond Path Road is identified 2040 comprehensive plan as a future Major Collector. The northern segment is a partially improved roadway located between two residential developments and occupies the eastern half of the existing dedicated right of way. The southern segment would pass through existing farmed fields. c. This route is functionally classified as a Major Collector and is projected to carry a relatively heavier traffic volume, particularly from the existing and anticipated residential development which is adjacent. d. The proposed route is also consistent with the Farmington Area Transportation Study prepared by Dakota County in 2009 calling for a Major Collector along the proposed alignment. e.2040 comprehensive plan indicates that a future Community Park will be located east of Diamond Path Road, and that a trail corridor is planned along this route. The north end of this route will provide a direct connection to Jim Bell Park and Reserve. This new segment will connect points of major traffic interest, parks, parkways, or recreational areas within the city. f. Diamond Path Road will provide an integrated street system of state-aid routes and local roads consistent with projected traffic demands. Biscayne Avenue from TH 50 (220th Steet) to 208th Street; 208th Street from Cambodia Avenue to Biscayne Avenue; Cambodia Avenue from 208th Street to CSAH 66 (Vermillion River Trail) Discussion: a. No half-streets are proposed; all routes and improvements will be completely located within the City of Farmington. b. Biscayne Avenue is an unimproved route passing through farmed fields aside from the north end where north of 210th Street, it is a gravel roadway. Biscayne Avenue runs along the border of Farmington and Empire but is proposed to be located completely within Farmington. c. 208 th Street is an unimproved route passing through farmed fields, and adjacent to a large residential parcel at the west end. d. Cambodia Avenue is currently a gravel roadway. e. Recently, Empire Township was incorporated as a city. As part of that process, through prior agreements, hundreds of acres adjacent to the Biscayne Avenue corridor were brought into the City of Farmington. East of TH 3, there is currently no north-south corridor that runs from TH 50 on the south end to CSAH 66 at the north end; this new MSAS route would serve that purpose. f. The Rosemount/Empire/UMORE Area Transportation System Study also identifies the need for a future regional road located along Biscayne Avenue in this area. g. Biscayne Avenue is not identified as a Major Collector in the existing 2040 comprehensive plan as a portion would have been outside of the city. As part of the plan update currently underway, a collector route will be identified along Biscayne Avenue. The proposed roadway is projected to carry a relatively heavier traffic volume, providing a connection between TH 50 and CSAH 66. h. This proposed new MSAS route connects points of major traffic interest including the Prairie Waterway Greenway and other recreational areas within and adjacent to the City of Farmington. Page 150 of 219 Page 151 of 219 Page 152 of 219 Page 153 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Tony Wippler, Planning Manager Department:Community Development Subject:Resolution 2026-035 Approving Final Plats - Farmington Technology Park 1st and 2nd Additions; and Resolution 2026-036 Approving an Extension for the Recording of Farmington Technology Park 2nd Addition Final Plat with Dakota County; and Resolution 2026-037 Approving the Development Contract - Farmington Technology Park 1st Addition; and Resolution 2026-038 Approving the Development Contract - Farmington Technology Park 2nd Addition. Meeting:Regular Council - Apr 20 2026 INTRODUCTION: Kimley - Horn, on behalf of MNLCO Farmington, LLC; MNLCO Farmington Two, LLC; and Independent forplats final the for has submitted 192, District School applications Farmington Technology Park 1st Addition and Farmington Technology Park 2nd Addition (see attached final plats). DISCUSSION: Background The Farmington Technology Park final plat (attached as Exhibit A) was originally approved by the City Council on November 18, 2024 and included the subdivision/platting of the Fountain Valley Golf Course and the Independent School District 192 properties into 3 lots within one final plat. Due to ongoing litigation, the approved Farmington Technology Park final plat has not been recorded. Per Section 11-2-3(E) of the City Code, the Farmington Technology Park final plat was to be recorded with Dakota County by May 18, 2025. On April 7, 2025, the City Council approved an extension for the recording of that plat until May 18, 2026. Current Request As indicated in the attached cover letter, the applications before you are requesting to bifurcate or divide the original Farmington Technology Park final plat into a 1st Addition, which includes the former Fountain Valley Golf Course, and a 2nd Addition, which includes Page 154 of 219 the Independent School District 192 property. The 1st and 2nd Addition final plats are substantially the same to the plat that was approved in 2024, with the only change being dividing the parcels into two phases which would be recorded separately due to current ownership status. The lots and right-of-way to be dedicated will remain the same as originally approved with the final plat in 2024. The City Council approved the preliminary plat for this development on November 4, 2024. The Farmington Technology Park 1st Addition and Farmington Technology Park 2nd Addition final plats are consistent with the approved preliminary plat. Descriptions of the proposed lots are as follows: Lot 1, Block 1 Farmington Technology Park 1st Addition - 150.74 acres, northern portion of the data center campus. Lot 2, Block 1 Farmington Technology Park 1st Addition - 2.07 acres, to be deeded to the city for utility purposes. Lot 1, Block 1 Farmington Technology Park 2nd Addition - 185.54 acres, southern portion of data center campus. This lot is also encumbered by floodplain that will be contained in a conservation easement. The bifurcation of the plat into two additions will allow for the recording of the First Addition plat along with the development contract and allow for some preliminary site work to commence. Additionally, due to delays from the ongoing litigation, the applicant is requesting City Council approval of a one (1) year extension of the recording deadline for the Farmington Technology Park 2nd Addition. If approved, the deadline to record the 2nd Addition final plat with Dakota County would be April 20, 2027. Planning Commission Review The Planning Commission reviewed the final plats at its regular meeting on April 14, 2026. The Commission recommended approval of the plats with a vote of 2-1-1 (Baerg voted no; Rotty abstained). Development Contracts On December 2, 2024 the City Council approved the Development Contract for the original Farmington Technology Park final plat. Similar to the plat, the Development Contract was never recorded. Amendments to the Development Contract are necessary to accommodate the bifurcation of the plat and to reflect delays which were caused by the ongoing litigation. These amendments largely consist of splitting the contract into separate 1st Addition and 2nd Addition contracts and modifying obligations to align with the timeframe of a phased development. ACTION REQUESTED: By separate motion, approve the following actions: 1.Adopt Resolution 2026-035 Approving and Authorizing the Signing of the Farmington Technology Park 1st Addition and the Farmington Technology Park 2nd Addition Page 155 of 219 Final Plats. 2.Adopt Resolution 2026-036 Granting a one (1) year extension, until April 20, 2027, for the recording of the Farmington Technology Park 2nd Addition with Dakota County. 3.Adopt Resolution 2026-037 Approving the attached Development Contract for the Farmington Technology Park 1st Addition and authorize its execution. 4.Adopt Resolution 2026-038 Approving the attached Development Contract for the Farmington Technology Park 2nd Addition and authorize its execution. ATTACHMENTS: Exhibit A Farmington Technology Park Final Plat Farmington Technology Park Final Plat Application FPS Farmington Technology Park Final Plat Application MNLCO Farmington Technology Park Final Plat Cover Letter 41808 FARMINGTON TECHNOLOGY PARK 1ST ADDITION 2026-03-25 41808 FARMINGTON TECHNOLOGY PARK 2ND ADDITION 2026-03-25 Farmington Technology Park Update 2026-035 Farmington Technology Park 1st and 2nd Addition Final Plat Resolution 2026-036 Extension for Recording Farmington Technology Park 2nd Addition Final Plat 2026-037 Approving Development Contract Farmington Tech Park 1st Addition 2026-038 Approving Development Contract Farmington Tech Park 2nd Addition DOCS-#238900-v5-Tract_-_Farmington_DA_-_Farmington_Techology_Park_1st_Addition DOCS-#238899-v3-Tract_-_Farmington_DA_-_Farmington_Techology_Park_2nd Addition Page 156 of 219 Page 157 of 219 Page 158 of 219 Applicant__________________________________ Telephone: _______________ Fax: ____________ Address: ____________________________________________________________________________ Street City State Zip Code Owner: ___________________________________ Telephone: _______________ Fax: ___________ Address: ____________________________________________________________________________ Street City State Zip Code Location of Property: _____________________________________________________________________________________ Address Current Zoning District ___________________________ Current Land Use _______________________ Description of Project: _________________________________________________________________________________ ____________________________________________ _____________________________________ Signature of Property Owner Date Signature of Applicant Date SUBMITTAL REQUIREMENTS (please attach) _____Names, Addresses and Phone numbers of all Owners _____Names, Addresses and Phone numbers of Land Surveyor/Engineer _____Area Bounded By Description _____Total Gross Area PLAT REVIEW OPTION Preliminary & Final Plat: _____Together _____In Sequence Pre Plat Administrative Fee $______ ____Paid Pre Plat Surety $____________Paid Final Plat Fee $____________Paid PLAT REVIEW APPLICATION Request Submitted to Planning staff on_________________For Office Use Public Hearing Set for: ___________________ Advertised in Local Newspaper: _____________________ Planning Commission Action: ______Approved ______Denied Comments: ______________________________________________________________________________________ ______________________________________________________________________________________ Conditions Set: ______________________________________________________________________________________ ______________________________________________________________________________________ Planning division: ____________________________ Date: __________________ 9/19 Page 159 of 219 Applicant__________________________________ Telephone: _______________ Fax: ____________ Address: ____________________________________________________________________________ Street City State Zip Code Owner: ___________________________________ Telephone: _______________ Fax: ___________ Address: ____________________________________________________________________________ Street City State Zip Code Location of Property: _____________________________________________________________________________________ Address Current Zoning District ___________________________ Current Land Use _______________________ Description of Project: _________________________________________________________________________________ ____________________________________________ _____________________________________ Signature of Property Owner Date Signature of Applicant Date SUBMITTAL REQUIREMENTS (please attach) _____Names, Addresses and Phone numbers of all Owners _____Names, Addresses and Phone numbers of Land Surveyor/Engineer _____Area Bounded By Description _____Total Gross Area PLAT REVIEW OPTION Preliminary & Final Plat: _____Together _____In Sequence Pre Plat Administrative Fee $______ ____Paid Pre Plat Surety $________ ____Paid Final Plat Fee $________ ____Paid PLAT REVIEW APPLICATION Request Submitted to Planning staff on_________________For Office Use Public Hearing Set for: ___________________ Advertised in Local Newspaper: _____________________ Planning Commission Action: ______Approved ______Denied Comments: ______________________________________________________________________________________ ______________________________________________________________________________________ Conditions Set: ______________________________________________________________________________________ ______________________________________________________________________________________ Planning division: ____________________________ Date: __________________ 9/19 Page 160 of 219 March 30, 2026 City of Farmington Attn: Tony Wippler Planning Manager 430 Third Street Farmington, MN 55024 Via Email TWippler@FarmingtonMN.gov Re: MNLCO Farmington, LLC and MNLCO Farmington Two, LLC – Final Plat Extension Dear Mr. Wippler: We represent MNLCO Farmington, LLC and MNLCO Farmington Two, LLC (“Tract”) regarding the Final Plat of Farmington Technology Park (“Plat”) approved by the City of Farmington (“City”) on November 18, 2024. Due to the intended phasing of the Tract project ("Project") and the ongoing litigation against the City and Tract, Tract is requesting to bifurcate the original Final Plat into a 1st Addition, which includes the former Fountain Valley Golf Course, and a 2nd Addition, which includes the Farmington Public Schools property. This bifurcated approach will allow Tract to record the Development Agreement against the Fountain Valley Golf Course property and commence preliminary site work. In order to accommodate these delays and in accordance with the Farmington Code of Ordinances, section 11-2-3(E), Tract is requesting approval of a one (1) year Final Plat recording deadline extension for the 2nd Addition to April 20, 2027. In coordination with City staff, Tract is also seeking minor amendments to the Development Agreement to accommodate the bifurcation of the Plat and to reflect the delays caused by the current litigation. Please contact me with any questions about this request. Sincerely, Jacob W. Steen, for Larkin Hoffman Direct Dial: 952-896-3239 Direct Fax: 952-842-1738 Email: jsteen@larkinhoffman.com cc: Client 4928-3538-1915, v. 1 Page 161 of 219 Page 162 of 219 Page 163 of 219 Page 164 of 219 Page 165 of 219 3200 Cherry Creek S Drive, Suite 700 Denver, CO 80209 www.tract.com 1 March 30, 2026 VIA EMAIL Re: Farmington Technology Park Dear Mayor Lien and Councilmembers: Tract is pleased to provide an update on the development of the Farmington Technology Park and our work toward bringing new jobs and an expanded tax base to the City. On February 10, 2026, we closed on the purchase of the former Fountain Valley Golf Course located at 2830 220th Street W. We are contracted to close on the adjacent former Angus Properties, owned by Farmington Area Public Schools (“FPS”), Independent School District 192 school property, all as described under the Final Plat approved by City Council on November 18, 2024. In November and December of 2024, the City Council approved the Final Plat and the Development Agreement outlining Tract’s horizontal development plans for the Farmington Technology Park. The Development Agreement, which contemplates phased development upon rezoning, was approved by the City on November 4, 2024, following environmental reviews completed months earlier. On April 7, 2025, City Council approved a request allowing for an extension to the recording of the Final Plat to May 18, 2026. The phased acquisition and preparation of these two properties has always been our plan. In order to accommodate the phased recording of the plat and Development Agreement, we have submitted the enclosed amended Final Plat that separates the Fountain Valley Golf Course property and the School District’s property. In consultation with the City Attorney, we also have requested minor amendments to the Development Agreement to accelerate our financial obligations to the City and simultaneously relieve the City of some of its obligations in order to align fully with the timeline for phased development. Tract’s plans for the Farmington Technology Park have not changed, and neither has Tract’s commitment to be a good neighbor to the Farmington community. Tract appreciates its partnership with the City and commends the City Councilmembers for their continued faith in Tract and the Council’s principled approach to this project. As the City knows, Tract is a Denver-based land acquisition and development company that employs a highly experienced team of experts knowledgeable about the construction and operation of data centers. Although not itself a data center builder or operator, our focus is on hyper-scalers whose data centers use state of the art technology. Tract acquires and prepares property for the physical development of data centers by these end-users, and we are committed to bearing the additional Page 166 of 219 3200 Cherry Creek S Drive, Suite 700 Denver, CO 80209 www.tract.com 2 costs of infrastructure to service these end-users and to ensure these costs do not fall to the community to bear. Tract designs, funds, and constructs all on-site development improvements i.e., utilities, infrastructure, stormwater, roads, etc. in preparation for the needs of end-users who will build and operate the data center. For its part, the City is taking on the work planning major wet utility improvements near the Farmington Technology Park, and Tract will be paying our fair share of the improvements based on estimated usage through the City’s SAC and WAC fees. Tract is equally committed to ensuring all applicable environmental regulations are followed and to using renewable energy sources as specified under utility contracts, as well as partnering with local schools and other civic organizations to provide monetary contributions and other support. Through the Farmington Technology Park project, the Council has supported Tract’s planned purchase and development of three parcels: (1) PID No. 14-00500-01-012, addressed as 2830 220th Street W. (the “Golf Course Property”); (2) PID Nos. 07-00500-76-012 and 07-00500-76- 011, collectively addressed as 2806 225th Street W. (the “School District Property”). Those three parcels were previously annexed from Castle Rock into the City’s boundaries. We are cognizant of the uses to which these properties were committed, the resources and burdens they used, and how we can improve the water, power and chemical impact they imposed—particularly with respect to the Golf Course property. The Farmington Technology Park will create hundreds of high-wage permanent jobs and construction jobs, increase the local tax base by millions of dollars, and catalyze regional economic growth. Consistent with the City’s adoption of the 2040 Comprehensive Plan, and the Metropolitan Council’s approval of that Comprehensive Plan, the three parcels that make up the Farmington Technology Park have been rezoned Mixed Use Commercial/Industrial (“MUCI”). The City has completed an Alternative Urban Areawide Review (“AUAR”) environmental study that confirms the Farmington Technology Park is aligned with Minnesota’s environmental conservation goals. Contrary to the misinformation spread by a few on social media, the process for approval of the Farmington Technology Park was conducted under the sunshine of public scrutiny. Over the course of several open and public meetings, Tract shared its development plans with the Council who then cast votes that reflected the will of the majority of Farmington residents and the best interests of the community. As a show of its continued support of the City, Tract completed the purchase of the Golf Course Property on February 6, 2026. Tract’s purchase allows the Olsons to begin their retirement, an outcome for which the Olsons have loudly pleaded since at least 2015 when a prior sale of their land was blocked by the same handful of vocal citizens who stand in opposition to the Farmington Technology Park. At the time the Development Agreement was negotiated and approved by the Council, neither Tract nor the City had anticipated that this handful of vocal citizens would bring meritless legal action seeking to undo the City’s democratic processes—legal action which is based entirely on Page 167 of 219 3200 Cherry Creek S Drive, Suite 700 Denver, CO 80209 www.tract.com 3 social media misinformation spread by a loud minority. In public service to their constituents, the Council has consistently recognized the Farmington Technology Park as a catalyst for billions of dollars of investment in the City. Tract is confident that the City will prevail in the lawsuit brought by Castle Rock Township, and the Court will affirm the City’s land use planning authority over the Golf Course Property—a property that was annexed two decades ago—and the School District Property, which was annexed in 2024 without objection by Castle Rock. Tract stands behind the City of Farmington in its legal fight and empathizes with the Castle Rock taxpayers who are being required to foot the bill of this meritless action. Sadly, the vocal few are intent on holding that stimulus hostage. The Coalition’s preconditions demonstrate their intent to turn Tract’s willingness to compromise into a theater for public spectacle—a tactic with which the Council is unfortunately familiar. The Council undoubtedly recognizes the actors who purport to lead the Coalition as those same actors who have spent more than two decades opposing various development opportunities on these very same properties— opportunities that would provide significant benefits to both the Farmington and Castle Rock communities. The amendments before the City Council split the Development Agreement and the Final Plat into two self-contained packages that reflect the “1st Addition” development on the Golf Course Property and the “2nd Addition” developments on the School District Property. To be clear, the amended Development Agreement and Final Plat are substantively identical to the contract and plat that the Council has already reviewed and approved, only dividing the parcels into the two phases that we will separately record. The Council’s approval of those minor, non-substantive amendments will facilitate “Phase One” of development with respect to the 1st Addition on the Golf Course Property. Specifically, the Council’s approval will allow Tract to record the Development Agreement and the Final Plat against the Golf Course Property immediately, while allowing Tract to later record the same Development Agreement and Plat against the School District Property after it has acquired title to that parcel. In conjunction with recording the 1 st Addition Plat, Tract will pay the City $315,158.87 for the Public Land Dedication Fee, dedicate Right of Way for a future extension of Biscayne Ave., and dedicate a 2-acre property for a future municipal water storage tank. When the 2nd Addition Plat is recorded at a future date, Tract will pay $254,559.75 for the Public Land Dedication Fee commensurate with that property and also record a conservation easement over the Vermillion River, which includes the floodplain and wetlands associated with that portion of the riverine system. Tract is eager to proceed with development of the Golf Course Property, and Tract’s amendments to the Development Agreement and the Final Plat seek to expedite an already approved project that will inject billions of dollars into the Farmington community. Tract also remains open to a path that would resolve the litigation, the daily costs of which are being borne by the taxpayers. In Page 168 of 219 3200 Cherry Creek S Drive, Suite 700 Denver, CO 80209 www.tract.com 4 the meantime, Tract is dedicated to educating the community on the benefits of this project, working with the community to address any concerns before construction begins, and dispelling the myths that continue to swirl on social media. To aid in this effort, Tract launched a Farmington Technology Park website (www.mnlcoFarmington.com) with information about the project. The website, which Tract will update as the development proceeds, will provide a forum for the Farmington community to respectfully engage directly with Tract representatives on the Farmington Technology Park project. Importantly, this website, along with the proposed phased approach, will allow Tract to work directly with the Farmington community to address potential concerns about the Technology Park before construction begins. Tract looks forward to closing on the School District Property and begin development of the “Phase Two” 2nd Addition in earnest. Tract’s $18 million purchase of the School District Property, once completed, will inject approximately $3,000 per student into the school district that serves the children of both Farmington and Castle Rock. The crucial next step in development is approval of the Final Plats reflecting the acquisition of the Golf Course Property to set the stage for closing on the School District Property. Staff has reviewed and recommended that the project proceed and we ask the Council to approve the phased Plats for the Farmington Technology Park 1st Addition and Farmington Technology Park 2nd Addition as well as the amendments to the Development Agreement to allow Tract’s early payment to the City of the dedication fees and relief from the City’s immediate development costs. We also request that Council allow one year to record the Farmington Technology Park 2 nd Addition Plat, by which time we all will have more certainty on the litigation. This will bring the Farmington Technology Park to the Farmington community and provide the Farmington community with the benefits that have justified the Council’s support throughout this process. Sincerely, Graham Williams President – Tract Page 169 of 219 CITY OF FARMINGTON DAKOTA COUNTY, MINNESOTA RESOLUTION 2026-035 A RESOLUTION APPROVING AND AUTHORIZING SIGNING OF THE FARMINGTON TECHNOLOGY PARK 1ST AND 2ND ADDITION FINAL PLATS WHEREAS, the final plats for Farmington Technology Park 1st and 2nd Additions are now before the City Council for review and approval; and WHEREAS, a public hearing of the Planning Commission was held for the preliminary plat on September 10, 2024 after notice of the same was published in the official newspaper of the City and proper notice sent to surrounding owners; and WHEREAS, the Planning Commission reviewed the Farmington Technology Park 1st and 2nd Addition final plats on April 14, 2026 and recommended approval of the final plats; and WHEREAS, the City Council reviewed the final plats; and WHEREAS, the City Engineer has rendered an opinion that the proposed plat can be feasibly served by municipal services. NOW, THEREFORE, BE IT RESOLVED, that the final plats for Farmington Technology Park 1st Addition and Farmington Technology Park 2nd Addition be approved and that the requisite signatures are authorized to be affixed to the final plats. Adopted by the City Council of the City of Farmington, Minnesota, this 20th day of April 2026. ATTEST: ____________________________ ______________________________ Nicholas Lien, Mayor Melissa Geis, City Clerk Page 170 of 219 CITY OF FARMINGTON DAKOTA COUNTY, MINNESOTA RESOLUTION 2026-036 A RESOLUTION ALLOWING AN EXTENSION FOR THE RECORDING OF THE FINAL PLAT FARMINGTON TECHNOLOGY PARK 2ND ADDITION WHEREAS, pursuant to Resolution 2026-035, the City Council approved the Final Plat of Farmington Technology Park 2nd Addition; and WHEREAS, the Developer of Farmington Technology Park 2nd Addition has requested the City Council approve an extension for filing a final plat at Dakota County. NOW, THEREFORE, BE IT RESOLVED, that after due consideration, the requested extension for filing of the Farmington Technology Park 2nd Addition final plat with Dakota County to April 20, 2027 is hereby approved. Adopted by the City Council of the City of Farmington, Minnesota, this 20th day of April 2026. ATTEST: ____________________________ ______________________________ Nicholas Lien, Mayor Melissa Geis, City Clerk Page 171 of 219 CITY OF FARMINGTON DAKOTA COUNTY, MINNESOTA RESOLUTION 2026-037 A RESOLUTION APPROVING DEVELOPMENT CONTRACT FARMINGTON TECHNOLOGY PARK 1ST ADDITION WHEREAS, pursuant to Resolution 2024-99, the City Council approved the Preliminary Plat of Farmington Technology Park; and WHEREAS, pursuant to Resolution 2026-035, the City Council approved the Final Plat of Farmington Technology Park 1st Addition; and NOW, THEREFORE, BE IT RESOLVED, that Farmington Mayor and City Council hereby: 1. Approve the Development Contract for the Farmington Technology Park 1st Addition in substantially the form submitted. 2. The Mayor and City Clerk are hereby authorized and directed to execute the Development Contract on behalf of the Council. 3. Staff is permitted to execute other relevant documents to effectuate this approval. Adopted by the City Council of the City of Farmington, Minnesota, this 20th day of April 2026. ATTEST: ____________________________ ______________________________ Nicholas Lien, Mayor Melissa Geis, City Clerk Page 172 of 219 CITY OF FARMINGTON DAKOTA COUNTY, MINNESOTA RESOLUTION 2026-038 A RESOLUTION APPROVING DEVELOPMENT CONTRACT FARMINGTON TECHNOLOGY PARK 2nd ADDITION WHEREAS, pursuant to Resolution 2024-99, the City Council approved the Preliminary Plat of Farmington Technology Park; and WHEREAS, pursuant to Resolution 2026-035, the City Council approved the Final Plat of Farmington Technology Park 2nd Addition; and NOW, THEREFORE, BE IT RESOLVED, that Farmington Mayor and City Council hereby: 1. Approve the Development Contract for the Farmington Technology Park 2nd Addition in substantially the form submitted. 2. The Mayor and City Clerk are hereby authorized and directed to execute the Development Contract on behalf of the Council. 3. Staff is permitted to execute other relevant documents to effectuate this approval. Adopted by the City Council of the City of Farmington, Minnesota, this 20th day of April 2026. ATTEST: ____________________________ ______________________________ Nicholas Lien, Mayor Melissa Geis, City Clerk Page 173 of 219 1 238900v5 DEVELOPMENT CONTRACT DEVELOPMENT CONTRACT dated this _____ of 20 between the CITY OF FARMINGTON 1. Request for Plat and Planned Unit Development Approval. The Developer has asked the City to approve a on November 18, 2024 under Ordinance No. 2024- a revised plat for FARMINGTON TECHNOLOGY PARK 1ST ADDITION (also referred to in this Agreement as the ). The land is situated in the City of Farmington, County of Dakota, State of Minnesota, and is legally described on the attached Exhibit A (the as FARMINGTON TECHNOLOGY PARK 1ST ADDITION and FARMINGTON TECHNOLOGY PARK 2ND ADDITION. 2. Conditions of Approval. The City hereby approves the Plat on the conditions that: a) The Developer enter into this Agreement; and b) The Developer provide the necessary Security, as described hereafter, in accordance with the terms of this Agreement; and c) The Developer satisfy the Development Fees, as described hereafter, in accordance with the terms of this Agreement; and d) All engineering issues must be reviewed and approved by the engineering department prior to commencement of construction; and e) Lot 2, Block 1, Farmington Technology Park 1st Addition, shall be conveyed to the City by warranty deed. The deed shall be recorded with Dakota County Recorder with the plat mylars; and f) The Developer records the Plat with the County Recorder or Registrar of Titles within six months of all signatories' signatures on the final plat, as required by Minnesota law. 3. Right to Proceed. Within the Plat, the Developer may not grade or otherwise disturb the earth or remove trees, unless a grading permit has been authorized in writing by the City Engineer. In addition to the requirements for Phase 1 Preliminary Grading, as is defined and set forth more fully in this Agreement, the Developer must satisfy the following conditions: a) This Agreement has been fully executed by both parties and submitted for recording with the Dakota Page 174 of 219 2 238900v5 b) The necessary Security has been received by the City; and c) The necessary insurance for the Developer and its construction contractors has been received by the City; and d) e) A deed shall be provided for Lot 2, Block 1, Farmington Technology Park 1st Addition, which shall be submitted for recording with the plat mylars; and f) A copy of permits required for Phase 1 Preliminary Grading have been provided. Except for the Phase 1 Preliminary Grading, the construction of private improvements or any building in any future Phase, as defined below, shall not commence until all of the requirements of a Development/Site Plan and a Site Improvement/Performance Agreement for such Phase have been satisfied. 4. Phased Development. The Developer may develop the Project and, specifically, any Private Improvements (defined below) including, without limitation, any buildings within the Project, in multiple phases (each a . performed in conformance with City Code Chapter 3- of development shall be subject to all of the requirements set forth in Sections 6 and 7 of this Agreement. Except for the Public Improvements (defined below) and Phase 1 Preliminary Grading, and any work related to utility extensions, no construction of Private Improvements, or other development may occur until a Site Plan for such Phase has been approved by the Planning Commission and a Site Improvement/Performance Agreement has been approved by the City Council, executed and recorded. 5. Changes in Official Controls. For eight (8) years from the Effective Date of this Agreement, no amendments to the Comprehensive Plan or official controls shall apply to or affect the use, development density, lot size, lot layout or dedications or platting required or permitted by the approved Plat and PUD unless required by State or Federal law or agreed to in writing by the Parties and except amendments placing this Plat in the current urban service area. Thereafter, notwithstanding anything in this Agreement to the contrary, to the full extent permitted by City, State, and Federal law, the City may require compliance with any applicable amendments to controls, platting or dedication requirements therein, enacted after the Effective Date. Notwithstanding the foregoing or anything to the contrary herein, and notwithstanding any such subsequent amendments, the Parties agree that upon commencement of any rights under the PUD and this Agreement, including but not limited to, land use, building area, design standards, shall vest to the entirety of the Property, including any platted or unplatted land. The City and Developer recognize and agree that due to the phased nature of the Project, the entire Property shall be a single use under Minnesota law and any non-use of any portion of the Property shall not constitute a discontinuance of any portion of the Project. This provision shall survive the expiration of this Agreement. 6. Development/Site Plans. Except for Phase 1, each Phase shall be developed subject to an approved Site Plan, under City Code Section 10-6-23, which shall be reviewed and approved by the Planning Commission for consistency with the PUD. The Planning Commission shall approve the Site Plan in accordance with the adopted PUD conditions. Prior to approval of a Site Plan for a Phase, the Developer must prepare the following plans for review and approval by the City for the requisite Phase: a) Site Plan b) Final Grading Plan c) Erosion and Sediment Control Plan d) Utility Plan e) Private Roadway Paving, Signage, and Striping Plan f) Landscape Plan g) Building Elevations Page 175 of 219 3 238900v5 7. Site Improvement/Performance Agreement. Except for Phase 1, each Phase shall be subject to a Site Improvement/Performance Agreement detailing the details of such Phase including, but not limited to, calculation and payment of fees, installation of public and private improvements, and timing of construction, and each of which shall include, at a minimum, the terms and provisions set forth on Exhibit E attached hereto. The Site Improvement/Performance Agreement shall be executed and recorded against the Property which is subject to such Phase. 8. Easements. The Developer shall furnish to the City a long-term maintenance agreement, delivered to the City municipal separate storm sewer system or not, for purposes of ensuring maintenance and inspection of the facilities and allowing the City to enter the property to maintain, inspect, and/or repair any such systems if not adequately maintained and repaired by Developer. 9. Required Public Improvements. a) The Developer shall install and pay for the improvements to 220th Street West shown on sheet R1 of the Final PUD Plan Set and improvements to Chippendale Avenue West shown on sheet R2 of the approved Final PUD the Public Improvements set forth in the Final PUD Plan Set are preliminary and the final scope, design and plans for the Public Improvements shall be set forth in public roadway construction plans and drawings for such Public b) The Public Improvements shall be installed in accordance with the Construction Plans, and in accordance with all applicable laws, City Standards, Engineering Guidelines, Ordinances and Construction Plans, which have been or will be prepared by a competent registered professional engineer furnished to the City and reviewed by the City Engineer. Work done not in accordance with the Construction Plans, without prior authorization of the City Engineer, shall be considered a violation of this Agreement and a Default of the Agreement and, subject to applicable notice and cure periods in Section 31, an Event of Default. The Developer shall obtain all necessary permits from the Metropolitan Council and other agencies before proceeding with construction of the Public Improvements. The Developer shall instruct its engineer to provide adequate field inspection personnel to that the construction work is consistent with the approved Plans and meets the approved City standards as a have one or more City inspector(s) and a soil engineer inspect the work on an as-needed basis. The Developer, in accordance with the Plans, and all applicable laws and City Standards -site project management. - construction meeting at a mutually agreeable time at City Hall with all parties concerned, including the City staff, to review the program for the Public Improvements. Within sixty (60) days after the completion of the Public Improvements and before the Security is released, the Developer shall supply the City with a complete set of -with Guidelines. If the Developer does not provide such information, the City will produce the As-Built drawings and all costs associated with producing the As-Built drawings will be the responsibility of the Developer. c) Before the Security for the completion of any Public Improvements is released, iron monuments must be City certifying that the monuments have been installed. Each Site Performance/Improvement Agreement shall require the same language regarding release. d). Security may be required as part of future Site Improvement/Performance Agreements pursuant to applicable City laws, rules and regulations and Section 7 and Exhibit E of this Agreement. Page 176 of 219 4 238900v5 10. Ownership of Public Improvements. Upon the completion of the Public Improvements constructed by Developer and written acceptance by the City Engineer, the Public Improvements lying within city easements shall become City property, except for cable TV, electrical, gas, and telephone, without further notice or action. 11. Private Improvements for Phased Development. a) Private Improvements Defined. The Parties agree and acknowledge that all other improvements constructed on the Property that are not Public Improvements shall be considered private improvements d constructed in accordance with the Site Improvement/Performance Agreement that is applicable to each Phase. Private Improvements do not include the Phase 1 Preliminary Grading. b) Phase 1 of Development. As provided in Section 4 of this Agreement, Phase 1 Preliminary Grading for the Property may be allowed in accordance with this paragraph, which shall satisfy City Code Chapter 3-24. Prior to the commencement of any Phase 1 Preliminary Grading, the Developer must obtain written authorization from the City Engineer to proceed with such preliminary grading activity. To obtain such written authorization, the Developer shall submit all of the following for review by the City Engineer: 1) preliminary grading work, and contact information for the contractor(s); 2) For property not owned by the Developer in fee title, the written consent of the fee owner of the property for preliminary grading to occur on their property; 3) A tree survey indicating the location of all trees over six caliper inches and a plan for protecting and preserving as many trees as is feasible; 4) A narrative description of the purpose of the preliminary grading; the type and quantity of any material that will be brought onto the property, if any; the estimated time required to complete the preliminary grading; and an acknowledgment by the Developer that any preliminary grading may be subject to removal or modification, at Developer's sole cost and expense, as part of a future Phase of development; 5) Full engineering plans for all preliminary grading work which shall conform to the City of Farmington Engineering Guidelines, including, but not limited to, SWPPP plans, and plans for drainage and erosion control, sedimentation and dust control; 6) Drawings depicting the contour of the land prior to the preliminary grading and depicting the proposed contour after the completion of the of the preliminary grading, and any proposed landscaping or berming; 7) Maps or drawings depicting any existing wetlands as defined by federal or state law; 8) Copies of applicable permits, if any; 9) Any other plans and/or information reasonably required by the City Engineer to ensure protection of the health, safety, and welfare of the community during Phase 1; 10) 11) Deposit of funds to be escrowed for the cost of engineering review and administration in an amount equivalent to 3% of the value of the preliminary grading project; 12) Deposit of funds to be escrowed for the cost of construction observation in an amount equivalent to 5% of the value of the preliminary grading project; and 13) Security in the form of a letter of credit in an amount equivalent to 125% of the value of the preliminary grading project. All work related to the Phase 1 Preliminary Grading shall comply with the time limitations set forth in Section 32.e) of this Agreement. Except as otherwise approved in conjunction with the Phase 1 Preliminary Grading, no roads; curbing; impervious surfaces for parking or other purposes, except construction parking is allowed on the Property during Phase 1. Page 177 of 219 5 238900v5 Within 30 days of receipt of the foregoing, the City Engineer will notify the Developer of any incomplete or missing information that is necessary to complete the technical review of the request. Upon receipt of all information that is necessary to complete the technical review of the request, the City Engineer will transmit written authorization to proceed to the Developer. No Phase 1 Preliminary Grading may proceed until such written authorization to proceed is sent to the Developer by the City Engineer. c) Subsequent Phases of Development. All Phases of development after Phase 1 shall be subject to the review requirements of Sections 6 and 7 of this Agreement, and in compliance with all other requirements set forth in this Agreement and all applicable City Code provisions and state or federal law. Notwithstanding any other provisions of this Agreement, as part of the Phase 1 Preliminary Grading, the Developer may install landscaping, berming, and construct private roads to make the Property accessible, and preliminary utility work to make the Property construction-ready. Developer agrees and acknowledges that all final approval to the extent that such Phase 1 Preliminary Grading is modified by any subsequent Phase. 12. City Infrastructure. a) The Parties acknowledge that the proposed development of this Property requires critical water and Minnesota Department of Health, Minnesota Pollution Control Agency, the Minnesota Department of State Agencies, the City is committed to providing water and sewer services as development progresses. b) [Reserved.] c) In addition to any other improvements, infrastructure, or work required under this Section 12, pending state agency approvals, including approvals from the Metropolitan Council, the City shall provide items 1) 4) below, in order to service the Property and the anticipated demands set forth in Exhibit B by the deadlines in Exhibit B. In the event of delays caused by litigation and subject to Force Majeure Items (defined below), any deadlines in this Section 12 and Exhibit B may be extended by mutual agreement of the City and Developer. Unless extended as provided in this Section 12.c), the schedule shall be as follows: 1) Sanitary Sewer stubbed to the Property line in a mutually agreeable location, approved in writing by City and Developer by January 1, 2029, for construction purposes. 2) Water Main extension stubbed to the Property line in a mutually agreeable location, approved in writing by City and Developer by January 1, 2029, for construction purposes. 3) Sanitary Sewer Trunk Improvements located within Biscayne Avenue right-of-way adjacent to the Property by the Initial Capacity Request date of December 31, 2030, as shown in Exhibit B. 4) Water Trunk Main adjacent located in the 220th Street West, 225th Street West and Biscayne Avenue rights-of-way adjacent to Lot 1, Block 1, Farmington Technology Park 1st Addition by the Initial Capacity Request date of December 31, 2030, as shown in Exhibit B. d) The Developer shall timely update the City in writing regarding any changes to capacity needs that may c)1) 12.c)4) above. e) City shall not be liable to Developer for nonperformance or delay of construction of the infrastructure required under this Section 12 by Acts of God; casualty; insurrection; strikes; war; terrorism; lockouts; pandemic; public utility interruptions; governmental order (including health orders); delayed approvals or denials of State Agencies, including the Metropolitan Council and Section 12; labor disputes; adverse weather conditions which could not reasonably be anticipated; or any Page 178 of 219 6 238900v5 f) Project shall not exceed the allowed water usage set forth in Exhibit B and, in any event, shall not exceed fifty million (50,000,000) gallons in any calendar year. Nothing in this Agreement shall be construed as a or liability is created beyond that required by applicable Minnesota law and as may be limited by the terms . 13. Permits. For all Phases of development, including Phase 1, the Developer shall obtain or require its contractors and subcontractors to obtain all applicable necessary permits, which may include but are not limited to: a) Dakota County for County Road Access and Work in County Rights-of-Way b) MnDOT for State Highway Access and Work in State Rights-of-Way c) Minnesota Department of Health for Watermains d) MPCA NPDES Permit for Construction Activity e) MPCA for Sanitary Sewer and Hazardous Material Removal and Disposal f) MnDNR for Dewatering and well appropriation permitting g) City of Farmington for Building Permits h) MCES for Sanitary Sewer Connections i) City of Farmington for Retaining Walls j) City of Farmington for Road and Utility Work in City Rights-of-Way 14. Right-of-Way Utility Connections. The City acknowledges that Developer will require underground utility connections across the right-of-way for 225th Street West to accommodate private utilities including, but not limited to, water, sewer, fiber, and electric. The Parties agree to coordinate construction and permitting of any such utility installation to minimize the duration of road closures. 15. Grading Plan. The Site Plan for each Phase after Phase 1 shall be graded, and drainage provided in accordance with the approved Erosion and Sediment Control Plan and Grading Plan for such Phase. The Plan shall conform to the City of Farmington Engineering Guidelines. Before the City approves the certificate of occupancy for individual buildings the Developer shall provide the City with an As-Built grading plan certified by a registered land surveyor or engineer. The As-Built plan shall include field verified elevations of the following: a) cross sections of stormwater treatment/infiltration basins; b) location and elevations along all swales, wetlands, wetland mitigation areas, if any; c) locations and dimensions of borrow areas/stockpiles, and installed posts; and e) lot corner elevations and building pads; and f) all other applicable items listed in City Code. The City will withhold issuance of a certificate of occupancy until the approved certified grading plan is on file with the City and all erosion control measures are in place as determined by the City Engineer, as otherwise agreed to by City and Developer. If the Developer needs to modify the grading in a manner that would significantly impact the drainage plan, the grading changes cannot take place until the City Engineer has approved the proposed changes. A MPCA Construction Storm Water Permit must be obtained before any grading can commence on the site. 16. Erosion and Sediment Control. Prior to initiating site grading for each Phase after Phase 1, the Erosion and Sediment Control Plan for such Phase shall be implemented by the Developer and inspected and approved by the City. The City may impose additional erosion and sediment control requirements if it is determined that the methods implemented are insufficient to properly control erosion and sedimentation. All areas disturbed by the grading operations shall be stabilized per the MPCA Stormwater Permit for Construction Activity. Seed shall be installed , which may include temporary seed to provide ground cover as rapidly as possible. All seeded areas shall be fertilized, mulched and disc anchored as necessary for seed retention. The parties recognize that time is of the essence in controlling erosion and sedimentation. If the Developer does not comply with the MPCA Stormwater Permit for Construction Activity or with the erosion and sediment control plan and schedule, or supplementary instructions received from the City, or in an emergency determined at the sole discretion of the City, the City may take such action as it deems Page 179 of 219 7 238900v5 appropriate to control erosion and sedimentation immediately, without notice to the Developer. Charges for corrective actions taken by the City or their contractor, will be charged to the SWPPP compliance escrow; the Developer is responsible for maintaining a balance of $25,000 in this escrow. This applies to all properties within the development, whether owned by the Developer. The City will endeavor to notify the Developer in advance of any proposed action, but failure of the City to do so will not aff rights or obligations hereunder. If the Developer does not reimburse the City for any costs the City incurred for such work within forty-five (45) days, the City may draw down the security to pay such costs. No development, utility or street construction will be allowed, and no building permits will be issued unless the Plat or applicable portion thereof is in full compliance with the applicable erosion and sediment control requirements. 17. Wetland Natural Area Signs. The Developer is responsible for installing City natural areas signs around all buffer line limits and natural area sign locations must be indicated on individual lot surveys prior to the issuance of a building permit for that Phase. 18. Development Fees. The Project shall be subject to the cash-in-lieu park dedication fee set forth in this Section 18 below, and the following fees that would otherwise be collected as a part of this Agreement but for the Phasing: Surface Water Quality Management Fee, Surface Water Management Fee, Watermain Trunk Area Charge, and Sanitary Sewer Trunk Area Charge (collectively, ), which shall be calculated for each Phase rather than included in this Agreement. Except the cash-in-lieu park dedication fee, which shall be paid prior to recording of the Plat, the Development Fees shall be paid prior to the recording of each Site Improvement/Performance Agreement. The Development Fees for each Phase shall be calculated based on the gross acreage developed in such Phase if acreage is material to the calculation. The Development Fees for the Project and, specifically, each particular Phase, shall be the fees applicable to and required for such Phase under applicable City and State of Minnesota codes, laws, rules and regulations, and specifically the Development Fees as defined and listed in the first sentence above. In the event the City reduces any of the Development Fees prior to approval of any Phase, the lesser fee shall apply, and provided further that the City and Developer may agree to lesser Development Fees in the Site Improvement/Performance Agreement. The Developer is required to dedicate a total of 13.115 acres of land for park purposes for and for Farmington Technology Park 2nd Addition, collectively , but will pay cash-in-lieu in satisfaction of the park dedication requirement for the entire Project. The cash-in-lieu amount for the entire Project is $569,718.62, based on the appraised value of the land, with $315,158.87 for Farmington Technology Park 1st Addition and $254,559.75 for Farmington Technology Park 2nd Addition. The entire cash-in-lieu amount for each Addition shall be paid in full prior to the release for recording of the plat mylars for each Addition, respectively. 19. Biscayne Right-of-Way Easement. The Developer shall convey by dedication the 75-foot-wide Biscayne right- of-ROW along the eastern property boundary of Lot 1, Block 1, Farmington Technology Park 1st Addition, pursuant to and as depicted on the Plat, to the City. Developer shall also dedicate to the City the conservation easement as depicted on the Plat pursuant to a separate easement agreement in a form and with such contents agreed to and approved by each of the City and Developer. 20. Water Storage Dedication; Substation Parcels. a) Concurrent with recording of the Plat, Developer shall convey by deed Lot 2, Block 1, Farmington the Plat, by Warranty Deed to the City, free and clear of all encumbrances except for matters of record, any other exception noted in the title commitment for the applicable portion of the Property and the covenant and restriction that the Water Storage Parcel shall be used exclusively for water utility purposes. Subject to any required approvals from DNR under applicable laws, rules or regulations, Developer shall have the right to utilize water from on-site production wells for construction purposes. At the time new water mains are installed and charged, on-site wells will be decommissioned and capped per Minnesota statutes. b) to approval by the utility authority and any other permits and approvals required by the City for the construction of a substation. The City acknowled Page 180 of 219 8 238900v5 electricity, power and utility services to the Project. The Parties acknowledge and agree that, for the avoidance of doubt, and notwithstanding that a substation is an accessory use as set forth in the PUD, a substation may be permitted, approved and constructed prior to the permitting, approval and/or construction of the Project Phase of which the substation is a part so long as the substation is not in commercial operation until Site Plan approval for such Phase. 21. Clean Up. The Developer shall, within twenty-four (24) hours, clear from the public streets any soil, earth or debris resulting from construction work by the Developer or its agents or assigns. Any soil, earth or debris resulting from construction work by the Developer or its agents or assigns on other property shall be removed weekly or more often if required by the City Engineer and managed in accordance with the approved Erosion and Sediment Control Plan. All debris, including brush, vegetation, trees and demolition materials, shall be disposed of off-site. Burning of trees and structures shall be prohibited, except for fire training only. If Developer fails to clear public streets as required in this Section and such failure is not cured within twenty-four (24) hours of written notice to Developer, the City will have the right to clean the public streets as outlined in current City policy and the Developer shall promptly reimburse the City for street cleaning costs. 22. License. The Developer hereby grants the City, its agents, employees, officers and contractors, a license to enter the Property to perform all necessary inspections deemed appropriate by the City during the installation of erosion control and grading on the Property or the installations of improvements listed in Exhibit E in connection with a Phase by the City with at least forty-eight (48) hours prior notice to Developer, if the inspection is a non- emergency. Whether or not an inspection is an emergency is determined at the sole discretion of the City. The license shall be limited to those Phases that require any such erosion control and grading and improvements listed in Exhibit E. The license shall be limited to only those portions of the Property on which such improvements listed in Exhibit E are being installed and any adjacent portions of the Property reasonably necessary for purposes of accessing the same and shall expire after the improvements listed in Exhibit E are installed pursuant to the applicable Site Improvement/Performance Agreement are accepted by the City. 23. Time of Performance. Subject to Developer Force Majeure Items (defined below), the Developer shall: (a) commence the final design and permitting of Public Improvements within 90 days of the Effective Date, and; (b) install all required Public Improvements prior to the earlier of November 30, 2029, or the issuance of the first final grading permit, with the exception of the final wear course of asphalt on streets. The final wear course on streets shall be installed between August 15th and October 15th the first summer after the base layer of asphalt has been in place one freeze thaw cycle. The Developer may, however, request an extension of time from the City. If an extension is granted, it shall be conditioned upon updating the security posted by the Developer to reflect cost increases and the extended completion date. Final wear course placement outside of this time frame must have the written approval of the City Engineer. Developer shall not be liable to City for nonperformance or delay of construction of the Public Improvements by Acts of God, casualty, insurrection, strikes, war, terrorism, lockouts, pandemic, public utility interruptions, governmental order (including health orders), approvals of any City, State or Federal agencies, bodies or authorities, labor disputes, adverse weather prohibited from drawing down the Security in the event that the City is notified of the intent to modify or cancel the Security, unless such a modification or cancellation is agreed to by the parties. 24. Building Permits. Except where otherwise addressed under a Site Improvement/Performance Agreement, which shall set forth a phasing plan for phased construction of multiple structures in a single Phase, or as set forth in this Section 24 below, a certificate of occupancy shall not be issued prior to submittal of As-Built grading plans, public and private utility installation, curb and gutter, installation of erosion control devices, installation of permanent street signs and natural area signs, paving with a bituminous surface, retaining walls if any, site agree that ongoing Site Work may occur within a Phase containing multiple structures, and that nothing in this Page 181 of 219 9 238900v5 Agreement shall prohibit the issuance of a permanent or temporary certificate of occupancy for an individual structure while ongoing Site Work is occurring in the Phase, so long as the structure can be occupied safely in accordance with the Minnesota Building Code. In addition, notwithstanding anything to the contrary herein, nothing in this Agreement including, without limitation, this Section 24 shall modify, amend, limit, alter or waive the right of Developer to request and obtain, and the right of the C a temporary certificate of occupancy under the Minnesota Building Code. Valuation for said buildings will be in conformity with the Minnesota Building Code including M.S. 326B.148. 25. Insurance. Prior to construction of the Public Improvements by Developer, Developer and its general contractor shall furnish to the City a certificate of insurance showing proof of the required insurance required under this paragraph. Developer and its general contractor shall take out and maintain or cause to be taken out and maintained until six (6) months after the City has accepted the Public Improvements, such insurance as shall protect Developer and its general contractor and the City for work covered by the Agreement in the categories and amounts described below. The minimum amounts of insurance shall be as follows: Commercial General Liability (or in combination with an umbrella policy) $2,000,000 Each Occurrence $2,000,000 Products/Completed Operations Aggregate $2,000,000 Annual Aggregate The following coverages shall be included: Premises and Operations Bodily Injury and Property Damage Personal and Advertising Injury Blanket Contractual Liability Products and Completed Operations Liability Automobile Liability $2,000,000 Combined Single Limit Bodily Injury & Property Damage Including Owned, Hired & Non-Owned Automobiles Workers Compensation Workers Compensation insurance in accordance with the statutory requirements of the State of Minnesota, $500,000 Bodily Injury by Disease per employee $500,000 Bodily Injury by Disease aggregate $500,000 Bodily Injury by Accident - All insurance policies (or riders) required by this Contract shall be (i) taken out by 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 name the City, its employees and agents as additional insureds (CGL and umbrella only) by endorsement which shall be filed with the City. A copy of the endorsement must be submitted with the certificate of insurance. notice for non-payment of premium. policy limits on a follow-form basis to satisfy the full policy limits required by this Contract. Page 182 of 219 10 238900v5 26. Responsibility for Costs. The Developer shall pay all actual costs incurred by it or the City in conjunction with the development of the Plat, including but not limited to, Soil and Water Conservation District charges, legal, planning, administrative, construction costs, engineering, easements, inspection and utility testing expenses incurred in connection with approval, acceptance and development of the Plat, the preparation of this Agreement, and all reasonable costs and expenses incurred by the City in monitoring and inspecting the construction for the development of the Plat Any such Reimbursement Costs shall be paid as follows: (a) Reimbursement Costs eligible to be charged to the SWPPP compliance escrow pursuant to Section 16 above shall be paid using the SWPPP compliance escrow; (b) Reimbursement Costs described in Section 27 below shall be paid using the Contract Administration fee under Section 27; (c) and Reimbursement Costs described in Section 28 below, if eligible, shall be paid using the Construction Observation escrow under Section 28, and; (d) with respect to any other Reimbursement Costs, or any Reimbursement Costs described in the foregoing Sections 26(a), (b) or (c) which exceed or are not eligible for the amounts of the SWPPP compliance escrow, Contract Administration fee under Section 27, or the Construction Observation escrow under Section 28, as applicable shall be paid for by the Developer within forty- five (45) days after receipt; (ii) if the bills are not paid on time, the City may halt all Plat development work until the bills are paid in full; (iii) bills not paid within forty-five (45) days shall accrue interest at the rate of five percent (5%) per annum, and; (iv) if the bills are not paid within sixty (60) days, the City has the right to draw 27. Development Contract Administration. The Developer shall pay a fee for in-house administration of this Agreement including monitoring of construction observation, consultation with the Developer and its engineer on the status of or problems regarding the Project, coordination for final inspection and acceptance, project monitoring during the warranty period, and processing of requests for reduction in Security. The fee for this service shall be three percent (3%) of estimated construction costs of the Public Improvements and paid prior to commencement of construction of the Public Improvements. 28. Construction Observation. The Developer shall instruct its engineer to provide adequate field inspection able to certify that all Public Improvements are consistent with the approved Plans and meets the approved City standards as a condition of City acceptance. The Developer shall pay for construction observation performed by -house staff or consultant. As needed, construction observation shall include part- or full -time inspection of the Public Improvements, including erosion and sediment control inspections and will be billed on hourly rates. Developer will provide a cash escrow for these services in the amount of 5% of estimated construction costs of the Public Improvements prior to commencement of construction of the Public Improvements. Developer shall also provide a $25,000 escrow for SWPPP compliance in accordance with Sections 11 and 16 above and applicable City laws, rules and regulations. On or before the 10th day of each month following the initial deposit of the Construction Observation escrow and/or SWPPP compliance escrow, the City shall provide the Developer with a written description of all utilization of such escrow(s) and funds therein during the preceding month, including amounts deducted from such escrow(s), City costs such amounts were used to pay and total amount in each escrow at the beginning and at the end of such month. 29. Security. To guarantee compliance with the terms of this Agreement and payment of the costs of all Public Improvements and all costs payable by Developer to the City under this Agreement and construction of all Public Improvements, prior to recording of the Plat, the Developer shall furnish the City with a cash escrow, irrevocable letter of credit, or alternative security acceptable to the City Administrator, from a bank $2,297,375. The amount of the Security is based on 125% of the estimated construction costs as shown in Exhibit C Developer and City may agree to update the Security amount based on construction bids accepted for the Public Improvements. This breakdown is for historical reference; it is not a restriction on the use of the Security. The bank and form of the Security, shall be subject to the approval of the City Administrator. Letters of Credit shall be in the format and wording exactly as shown on the attached Letter of Credit form (Exhibit D). The Security shall be automatically renewing. The term of the Security may be extended from time to time if the Page 183 of 219 11 238900v5 extension is furnished to the City Administrator at least forty-five (45) days prior to the stated expiration date of the Security. If the required Public Improvements are not completed, or terms of the Agreement are not satisfied, at least thirty (30) days prior to the expiration of a letter of credit, the City may draw down the letter of credit. The City may draw down the Security, without prior notice, for any violation of this Agreement or Event of Default, in each event following applicable cure periods. Engineer that Public Improvements have been completed in accordance with the Construction Plans, and terms of this Agreement, that all payments, costs, fees, charges, expenses or other amounts for such completed Public Improvements and any work in connection with the same have been paid in full, and that all outstanding financial obligations to the City, subcontractors, or other persons have been satisfied, the City Engineer may approve reductions in the Security provided by the Developer under this paragraph from time to time by ninety percent (90%) of the cost of such Public Improvements that have been completed. Ten percent (10%) of the amounts c been completed, the required As-Built plans have been received by the City, a warranty security is provided, and the Public Improvements are accepted by the City Council. If there is an Event of a Default under this Agreement with respect to the completion of any Public Improvements or any cost reimbursements, the City may notify the Developer in writing of such breach. If the Developer fails to cure the breach within 30 da ts to enforce this Agreement or seek alternative remedies. 30. Warranty. the Public Improvements will meet all laws, City standards, Engineering Guidelines, and Ordinances. The Developer warrants all Public Improvements required to be constructed by it pursuant to this Agreementagainst poor material and faulty workmanship. The warranty period for the Public Improvements is one year. The warranty period for the Public Improvements shall commence upon final acceptance of the Public Improvements by the City Council and expire one year thereafter. It is the responsibility of the Developer to complete all Public Improvements as set forth in this Agreement. All trees shall be warranted to be alive, of good quality, and disease free for 12 months after the security for the trees is released, if applicable and required under, and pursuant to, the Site Improvement/Performance Agreement for such Phase, which, if applicable and required, shall require that any replacements shall be warranted for 12 months from the time of planting. The Developer shall post maintenance bonds in the amount of fifteen percent (15%) of the final certified construction cost of the Public Improvements as agreed to in writing by the City and Developer, or other surety acceptable to the City to secure the warranties. The City shall retain ten percent (10%) of the Security posted by the Developer until the bonds or other acceptable surety are furnished to the City or until the warranty period has been completed, whichever first occurs. The retainage may be u Engineering Guidelines identify the procedures for final acceptance of the Public Improvements. 31. . a) 1) Failure by the Developer to timely furnish any Security, or pay to the City any monetary costs or amounts, required to be furnished or paid, as applicable, by Developer under this Agreement 2) Failure by the Developer to observe or substantially perform any other covenant, condition, obligation, or agreement to be observed or performed by it under the terms of this Agreement which is not cured written notice thereof from the City, provided that, Page 184 of 219 12 238900v5 if such breach cannot reasonably be cured within such thirty (30) day period, then such cure period shall be extended if and for so long as is reasonably necessary to cure such breach and Developer is taking reasonable, diligent actions to complete such cure, not to exceed ninety (90) days. 3) If the Developer makes an assignment for the benefit of its creditors, or consents to the appointment of a receiver of itself or of the whole or any substantial part of the Property or files a petition under the federal bankruptcy laws or is adjudicated a debtor in an involuntary proceeding and such appointment is not revoked, or such petition is not withdrawn, respectively, within sixty (60) days. b) In the Event of Default by the Developer with respect to any of the Public Improvements to be performed by it hereunder, the City may provide written notice of the Event of Default to the Developer. If the Developer fails to cure the Event of Default within thirty (30) days of receipt of such written notice, the City may, at its option, perform the work and the City may draw upon the Security to reimburse the City for any expense incurred by the City, if such Security is not sufficient to reimburse the the City for such costs within forty-five (45) days after receipt of a written invoice of the work. If the City does any such work, the City may, in addition to its other remedies, assess any such costs in whole or in part against the Property, if and as permitted under Minnesota Statutes. 32. Miscellaneous. a) For the purpose of this Agreement, the obligations of the Developer shall run with the land and be binding upon its heirs, successors or permitted assigns, as the case may be. 1) The Developer may not assign this Agreement without the written permission of the City Administrator, which approval shall not be unreasonably withheld or delayed. To request an assignment the Developer must: provide the City Administrator with written notice of such assignment that includes: (i) the name of the Assignee; (ii) a legal description of the portion of the Property being acquired, ground leased and/or developed by the Assignee, and (iii) the form of the written assignment and assumption agreement to be entered into by Developer, the City, and Assignee and (iv) assurances requested by and interests under this Agreement are not adversely affected, (iv) proof that all escrows, Certificates of Insurance, and Security cover the Affiliate as if it was the original Developer named above, if applicable and; (v) such consent from the City Admin information provided complies with this Section, and also may be withheld if Developer fails to comply with this Section. The Developer's obligation hereunder shall continue in full force and effect even if Certificate of Completion and Release. 2) Notwithstanding the foregoing, Developer may assign this Agreement, to any Affiliate (defined below), without any consent from the City including, without limitation, City Council or the City Administrator, provided that, no later than ten (10) business days prior to any such assignment, Developer shall provide the City written notice of such assignment, which shall include (i) the name of the Affiliate, (ii) a legal description of the portion of the Property being acquired, ground leased and/or developed by Affiliate, if and as applicable, and (iii) the form of the written assignment and assumption agreement to be entered into by Developer and Affiliate, and (iv) proof that all escrows, Certificates of Insurance, and Security cover the Affiliate as if it was the original Developer named above. Promptly after any such assignment to an Affiliate, Developer shall provide the City written notice which includes an that is, directly or indirectly, controlled by, controlling or under common control with Developer, and or cause the direction of the management of the subject entity. b) This Agreement constitutes the entire agreement of the Parties as to the matters set forth herein and supersedes and replaces any prior or contemporaneous written or oral agreements. This Agreement shall be binding upon the parties, their heirs, successors or assigns, as the case may be. Page 185 of 219 13 238900v5 1) Third parties shall have no recourse against either Party under this Agreement. 2) An Event of Default under this Agreement by the Developer shall be grounds for denial of building permits applied for by such Developer. 3) If any portion, section, subsection, sentence, clause, paragraph or phrase of this Agreement is for any reason held invalid, such decision shall not affect the validity of the remaining portion of this Agreement. 4) Each right, power or remedy herein conferred upon any Party is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to such Party at law or in equity, or under any other agreement, and each and every right, power and remedy herein set forth or otherwise so existing may be exercised from time to time as often and in such order as may be deemed expedient by such Party and shall not be a waiver of the right to exercise at any time thereafter any other right, power or remedy. In no event shall either Party be liable for any special, exemplary, punitive, or consequential damages. 5) The action or inaction of either Party shall not constitute a waiver or amendment to the provisions of this Agreement. To be binding, amendments or waivers shall be in writing, signed by the parties and approved by written resolution of the City Council. enforce this Agreement shall not be a waiver or release. c) and development of the Plat complies with all applicable City, County, Metropolitan, State and Federal laws and regulations, including but not limited to: subdivision ordinances, zoning ordinances and environmental regulations. If the City determines that such use, construction and/or development of the Plat does not so comply, and such non-compliance is not cured within the applicable notice and cure period pursuant to Section 31 above and constitutes an Event of Default, then the City may, at its option, refuse to allow any construction or development work in the applicable portion of the Plat until the Developer does comply. After such an Event of De compliance. d) This Agreement shall run with the land and shall be recorded against the title to the Property concurrent with the Plat and prior to any building permit issuance. The Developer covenants with the City that the Developer is the owner of fee simple title to the Property, subject only to taxes, assessments, matters of record, a farm lease, and any other exception noted in the title commitments for the Property, and that the Developer will indemnify and hold the City harmless for any breach of the of the foregoing covenants. Upon request by Developer, the City covenants to provide a recordable Certificate of Completion within a reasonable period of time following the request, upon the completion of the Public Improvements required herein, payment of all costs and fees required hereunder with respect to the Public Improvements and compliance with all terms of the Agreement with respect to the Public Improvements. A release of this Contract may be provided in the same manner and subject to the same conditions as a Certificate of Completion provided that a final certificate of occupancy for the last Phase has been issued and there are no outstanding obligations of Developer under the terms of this Agreement. The Developer covenants with the City, its successors and assigns, that the Developer is the owner in fee title of the property being final platted and no consents from any tenants of the Property are required to enter into this Agreement; that there are no unrecorded interests in the property being final platted except for taxes and assessments, a farm lease and any survey exceptions or matters noted in the title commitments for the Property; and that the Developer will indemnify and hold the City harmless for any breach of the foregoing covenants. e) The Developer will be required to conduct all major activities construction activities during the following hours of operation: Monday - Friday 7:00 A.M. until 7:00 P.M. Saturday 8:00 A.M. until 5:00 P.M. Sunday and Holidays Not Allowed Page 186 of 219 14 238900v5 This does not apply to activities that are required on a 24-hour basis such as dewatering, etc. Any deviations from the above hours are subject to approval of the City Engineer. Violations of the working hours will result in a $500 fine per occurrence. f) or boulevards within their development as per City Code 6-7-1. Failure to control weeds and to cure such failure after applicable notice and cure periods will be considered an Event of Default as outlined in costs incurred by the City in correcting such failure pursuant to Paragraph 26 (Responsibility for Costs). g) The City agrees at any time, and from time to time, within ten (10) days after receipt of written request by the Developer, a lender or a party purchasing any portion of the Property, to execute, acknowledge and deliver a certification in writing and in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments certifying: (a) that this Agreement is unmodified and in full force and effect, or if there have been modifications, the identify of such modifications and that the same are in full force and effect as modified; (b) that no party is in default under any provisions of this Agreement or, if there has been a default, the nature of such default; (c) that all Improvements to be performed under this Agreement have been performed, specifying the Improvements to be performed; and (d) as to any other matter that the requesting party shall reasonably request. It is intended that any such statement may be relied upon by any person, prospective mortgagee of, or assignee of any mortgage, upon such interest. Any such statement on behalf of the City may be executed by the City Administrator without City Council approval. h) Indemnification. To the fullest extent permitted by law, Developer agrees to defend, indemnify and hold harmless City, and its employees, officials, and agents from and against all claims, actions, damages, losses and expenses, including reasonable attorney fees, arising out of negligence, default, its performance or failure to perform its obligations or an Event of Default under this indemnification obligation shall apply to general contractor, subcontractor(s), or anyone directly or indirectly employed or hired by Developer, or anyone for whose acts Developer may be liable. Developer agrees this indemnity obligation shall survive the completion or termination of this Agreement. ****************** 33. Notices. Required notices to the Developer shall be in writing, and shall be either hand delivered to the Developer, its employees or agents, or mailed to the Developer by certified or registered mail at the following addresses. However, any Party may change its contact information for the purpose of this notice paragraph by giving written notice of the change to the other Party as provided above in this paragraph: MNLCO Farmington, LLC 3200 Cherry Creek South Drive, Suite 700 Denver, Colorado 80209 (Attn: General Counsel, Senior Vice President of Land Development) Notices to the City shall be in writing and shall be either hand delivered to the City Administrator, or mailed to the City by certified mail or registered mail in care of the City Administrator at the following address: Lynn Gorski, City Administrator City of Farmington 430 Third Street Farmington, MN 55024 Page 187 of 219 15 238900v5 [Remainder of page left blank intentionally. Signature pages follow.] Page 188 of 219 16 238900v5 SIGNATURE PAGE FOR THE CITY CITY: CITY OF FARMINGTON By: _________________________________________ Nicholas Lien, Mayor By: _________________________________________ Lynn Gorski, City Administrator STATE OF MINNESOTA ) )ss. COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this _____ day of __________________, 20____ by Nicholas Lien, Mayor, and by Lynn Gorski, City Administrator, of the City of Farmington, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by the City Council. ________________________________________ Notary Public Page 189 of 219 17 238900v5 SIGNATURE PAGE FOR THE DEVELOPER DEVELOPER: MNLCO Farmington, LLC, a Delaware limited liability company By: _________________________________ Name: Jessica Bennett Its: Chief Legal Officer STATE OF COLORADO ) ( ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this _____ day of ____________, 20___, by Jessica Bennett, the Chief Legal Officer of MNLCO Farmington, LLC, a Delaware limited liability company, on its behalf. ________________________________ Notary Public Page 190 of 219 18 238900v5 EXHIBIT A LEGAL DESCRIPTION Lot 1, Block 1, and Lot 2, Block 1, as shown on the Final Plat for Farmington Technology Park 1st Addition Page 191 of 219 19 238900v5 EXHIBIT B Initial Capacity Requests by December 31, 2030: Water Peak Daily Flow - 0.49 MGD Sanitary Peak Daily Flow - 0.39 MGD Annual Municipal Water Usage Not to Exceed 20 million gallons per year (MGY) Full Buildout Capacity Requests by December 31, 2032: Water Peak Daily Flow - 2.93 MGD Sanitary Peak Daily Flow - 2.34 MGD Annual Municipal Water Usage Not to Exceed 50 MGY Page 192 of 219 20 238900v5 EXHIBIT C ESTIMATED CONSTRUCTION COSTS OF PUBLIC IMPROVEMENTS FOR FARMINGTON TECHNOLOGY PARK 1ST ADDITION AND 2ND ADDITION Page 193 of 219 21 238900v5 EXHIBIT D IRREVOCABLE LETTER OF CREDIT No. ___________________ Date: _________________ TO: City of Farmington 430 Third Street Farmington, MN 55024 Dear Sir or Madam: We hereby issue, for the account of (Name of Developer) and in your favor, our Irrevocable Letter of Credit in the amount of $_______________________, available to you by your draft drawn on sight on the undersigned bank. The draft must: a) Bear the clause, "Drawn under Letter of Credit No. __________, dated ________________, 20___, of (Name of Bank) "; b) Be signed by the City Administrator or Finance Director of the City of Farmington. c) Be presented for payment at _______________(Address of Bank)____________ on or before 4:00 p.m. on November 30, 2____. This Letter of Credit shall automatically renew for successive one-year terms unless, at least ninety (90) days prior to the next annual renewal date (which shall be November 30 of each year), the Bank delivers written notice to the Farmington City Administrator that it intends to modify the terms of, or cancel, this Letter of Credit. Written notice is effective if sent by certified mail, postage prepaid, and deposited in the U.S. Mail, at least sixty (60) days prior to the next annual renewal date addressed as follows: Farmington City Administrator, 430 Third Street, Farmington, MN 55024, and is actually received by the City Administrator at least thirty (30) days prior to the renewal date. This Letter of Credit sets forth in full our understanding which shall not in any way be modified, amended, amplified, or limited by reference to any document, instrument, or agreement, whether or not referred to herein. This Letter of Credit is not assignable. This is not a Notation Letter of Credit. More than one draw may be made under this Letter of Credit. This Letter of Credit shall be governed by the most recent revision of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600. We hereby agree that a draft drawn under and in compliance with this Letter of Credit shall be duly honored upon presentation. [NAME OF BANK] By: ____________________________________ _______________________________ [name] Its: _____________________ [identify official] Page 194 of 219 22 238900v5 EXHIBIT E SITE IMPROVEMENT/PERFORMANCE AGREEMENT TERMS The following terms and provisions shall be included in a Site Improvement/Performance Agreement. In no event shall any Site Improvement/Performance Agreement include a more onerous term that one that is already in this Agreement unless approved by Developer in writing, not to be unreasonably withheld, conditioned or delayed: 1. Section 5, 8, 9(A) and 9(B) (revised pursuant to Section 2 of this Exhibit E below), 12 (as it relates to water and wastewater capacity, improvements and infrastructure with respect to the particular Phase), 13, 15, 16, 17 (if there are wetlands, ponding or other applicable natural areas in applicable Phase), the second sentence of 20(A), 21, 22, 24, and 25 2. Improvement work which Developer shall be required to install, pay for and complete shall be limited to the following, if required for a particular Phase, provided that, unless otherwise elected and agreed to by Developer, neither such work nor any Site Improvement/Performance Agreement shall include any Public Improvements and/or any obligations regarding the same: a. Sanitary Sewer System (trunk and lateral) b. Water System (trunk and lateral) c. Storm Sewer System d. Streets e. Concrete Curb and Gutter f. Street Lights g. Erosion and Sediment Control, Site Grading and Stormwater Treatment h. Underground Utilities i. Setting Iron Monuments j. Surveying and Staking k. Sidewalks and Trails l. Landscaping and Screening 3. If the Phase will include utility connections across 225th Street West, Section 14. 4. The Development Fees applicable to such Phase pursuant to Section 18. 5. If required for the particular Phase, Sections 26, 27 and/or 28, limited to Reimbursement Costs and other fees, costs and escrows described therein for and applicable to the particular Phase 6. If security is required for any of the improvements under Section 2 of this Exhibit E above pursuant to applicable City laws, rules and regulations, Section 29 and/or, if applicable, Section 9(C), provided that (i) for the avoidance of doubt, the security shall be to guarantee compliance with the terms of the Site Improvement/Performance Agreement with respect to payment and construction of the improvements required under Section 2 of this Exhibit E above, and (ii) Developer may elect (x) to submit a separate financial guarantee for any such required landscaping improvements, if any, pursuant to City Code Section 10-6-23(I)(3)(e), and/or (y) for the release, inspection and completion requirements in City Code Section 10-6-23(I)(3)(f) and (g), to apply in lieu of the applicable respective requirements in the Agreement 7. If applicable and required under the applicable City Code and/or City rules and regulations provisions, the warranty, warranty period, trees warranty and/or maintenance bonds requirements in Section 30, if applicable and required. 8. All other Site Improvement/Performance Agreement topics not covered in the Development Agreement, if and as agreed to by City and Developer. 4925-8096-8610, v. 2 Page 195 of 219 1 238899v3 DEVELOPMENT CONTRACT DEVELOPMENT CONTRACT dated this _____ of 20 between the CITY OF FARMINGTON Farmington Two 1. Request for Plat and Planned Unit Development Approval. The Developer has asked the City to approve a on November 18, 2024 under Ordinance No. 2024- a revised plat for FARMINGTON TECHNOLOGY PARK 2ND ADDITION (also referred to in this Agreement as the ). The land is situated in the City of Farmington, County of Dakota, State of Minnesota, and is legally described on the attached Exhibit A The Project shall be developed in phases, as provided in this Agreement, within the lands platted as FARMINGTON TECHNOLOGY PARK 1ST ADDITION and FARMINGTON TECHNOLOGY PARK 2ND ADDITION. 2. Conditions of Approval. The City hereby approves the Plat on the conditions that: a) The Developer enter into this Agreement; and b) The Developer provide the necessary Security, as described hereafter, in accordance with the terms of this Agreement; and c) The Developer satisfy the Development Fees, as described hereafter, in accordance with the terms of this Agreement; and d) All engineering issues must be reviewed and approved by the engineering department prior to commencement of construction; and e) The Developer records the Plat with the County Recorder or Registrar of Titles within six months of all signatories' signatures on the final plat, as required by Minnesota law. 3. Right to Proceed. Within the Plat, the Developer may not grade or otherwise disturb the earth or remove trees, unless a grading permit has been authorized in writing by the City Engineer. In addition to the requirements for Phase 1 Preliminary Grading, as is defined and set forth more fully in this Agreement, the Developer must satisfy the following conditions: a) This Agreement has been fully executed by both parties and submitted for recording with the Dakota b) The necessary Security has been received by the City; and Page 196 of 219 2 238899v3 c) The necessary insurance for the Developer and its construction contractors has been received by the City; and d) e) A deed shall be provided for Lot 2, Block 1, Farmington Technology Park 1st Addition, which shall be submitted for recording with the plat mylars; and f) A copy of permits required for Phase 1 Preliminary Grading have been provided. Except for the Phase 1 Preliminary Grading, the construction of private improvements or any building in any future Phase, as defined below, shall not commence until all of the requirements of a Development/Site Plan and a Site Improvement/Performance Agreement for such Phase have been satisfied. 4. Phased Development. The Developer may develop the Project and, specifically, any Private Improvements (defined below) including, without limitation, any buildings within the Project, in multiple phases (each a . performed in conformance with City Code Chapter 3- of development shall be subject to all of the requirements set forth in Sections 6 and 7 of this Agreement. Except for the Public Improvements (defined below) and Phase 1 Preliminary Grading, and any work related to utility extensions, no construction of Private Improvements, or other development may occur until a Site Plan for such Phase has been approved by the Planning Commission and a Site Improvement/Performance Agreement has been approved by the City Council, executed and recorded. 5. Changes in Official Controls. For eight (8) years from the Effective Date of this Agreement, no amendments to the Comprehensive Plan or official controls shall apply to or affect the use, development density, lot size, lot layout or dedications or platting required or permitted by the approved Plat and PUD unless required by State or Federal law or agreed to in writing by the Parties and except amendments placing this Plat in the current urban service area. Thereafter, notwithstanding anything in this Agreement to the contrary, to the full extent permitted by City, State, and Federal law, the City may require compliance with any applicable amendments to platting or dedication requirements therein, enacted after the Effective Date. Notwithstanding the foregoing or anything to the contrary herein, and notwithstanding any such subsequent amendments, the Parties agree that upon commencement of any improvements or grading to the Property under this Agreement, the Dev rights under the PUD and this Agreement, including but not limited to, land use, building area, design standards, shall vest to the entirety of the Property, including any platted or unplatted land. The City and Developer recognize and agree that due to the phased nature of the Project, the entire Property shall be a single use under Minnesota law and any non-use of any portion of the Property shall not constitute a discontinuance of any portion of the Project. This provision shall survive the expiration of this Agreement. 6. Development/Site Plans. Except for Phase 1, each Phase shall be developed subject to an approved Site Plan, under City Code Section 10-6-23, which shall be reviewed and approved by the Planning Commission for consistency with the PUD. The Planning Commission shall approve the Site Plan in accordance with the adopted PUD conditions. Prior to approval of a Site Plan for a Phase, the Developer must prepare the following plans for review and approval by the City for the requisite Phase: a) Site Plan b) Final Grading Plan c) Erosion and Sediment Control Plan d) Utility Plan e) Private Roadway Paving, Signage, and Striping Plan f) Landscape Plan g) Building Elevations Page 197 of 219 3 238899v3 7. Site Improvement/Performance Agreement. Except for Phase 1, each Phase shall be subject to a Site Improvement/Performance Agreement detailing the details of such Phase including, but not limited to, calculation and payment of fees, installation of public and private improvements, and timing of construction, and each of which shall include, at a minimum, the terms and provisions set forth on Exhibit E attached hereto. The Site Improvement/Performance Agreement shall be executed and recorded against the Property which is subject to such Phase. 8. Easements. The Developer shall furnish to the City a long-term maintenance agreement, delivered to the City municipal separate storm sewer system or not, for purposes of ensuring maintenance and inspection of the facilities and allowing the City to enter the property to maintain, inspect, and/or repair any such systems if not adequately maintained and repaired by Developer. 9. Required Public Improvements. a) The Developer shall install and pay for the improvements to 220th Street West shown on sheet R1 of the Final PUD Plan Set and improvements to Chippendale Avenue West shown on sheet R2 of the approved Final PUD the Public Improvements set forth in the Final PUD Plan Set are preliminary and the final scope, design and plans for the Public Improvements shall be set forth in public roadway construction plans and drawings for such Public b) The Public Improvements shall be installed in accordance with the Construction Plans, and in accordance with all applicable laws, City Standards, Engineering Guidelines, Ordinances and Construction Plans, which have been or will be prepared by a competent registered professional engineer furnished to the City and reviewed by the City Engineer. Work done not in accordance with the Construction Plans, without prior authorization of the City Engineer, shall be considered a violation of this Agreement and a Default of the Agreement and, subject to applicable notice and cure periods in Section 31, an Event of Default. The Developer shall obtain all necessary permits from the Metropolitan Council and other agencies before proceeding with construction of the Public Improvements. The Developer shall instruct its engineer to provide adequate field inspection personnel to that the construction work is consistent with the approved Plans and meets the approved City standards as a co have one or more City inspector(s) and a soil engineer inspect the work on an as-needed basis. The Developer, in accordance with the Plans, and all applicable laws and City Standards -site project management. for design changes and contract administration - construction meeting at a mutually agreeable time at City Hall with all parties concerned, including the City staff, to review the program for the Public Improvements. Within sixty (60) days after the completion of the Public Improvements and before the Security is released, the Developer shall supply the City with a complete set of -AutoCAD .DWG file or a .DXF file, all prepared in accordance with Guidelines. If the Developer does not provide such information, the City will produce the As-Built drawings and all costs associated with producing the As-Built drawings will be the responsibility of the Developer. c) Before the Security for the completion of any Public Improvements is released, iron monuments must be City certifying that the monuments have been installed. Each Site Performance/Improvement Agreement shall require the same language regarding release. d). Security may be required as part of future Site Improvement/Performance Agreements pursuant to applicable City laws, rules and regulations and Section 7 and Exhibit E of this Agreement. Page 198 of 219 4 238899v3 10. Ownership of Public Improvements. Upon the completion of the Public Improvements constructed by Developer and written acceptance by the City Engineer, the Public Improvements lying within city easements shall become City property, except for cable TV, electrical, gas, and telephone, without further notice or action. 11. Private Improvements for Phased Development. a) Private Improvements Defined. The Parties agree and acknowledge that all other improvements constructed on the Property that are not Public Improvements shall be considered private improvements d constructed in accordance with the Site Improvement/Performance Agreement that is applicable to each Phase. Private Improvements do not include the Phase 1 Preliminary Grading. b) Phase 1 of Development. As provided in Section 4 of this Agreement, Phase 1 Preliminary Grading for the Property may be allowed in accordance with this paragraph, which shall satisfy City Code Chapter 3-24. Prior to the commencement of any Phase 1 Preliminary Grading, the Developer must obtain written authorization from the City Engineer to proceed with such preliminary grading activity. To obtain such written authorization, the Developer shall submit all of the following for review by the City Engineer: 1) preliminary grading work, and contact information for the contractor(s); 2) For property not owned by the Developer in fee title, the written consent of the fee owner of the property for preliminary grading to occur on their property; 3) A tree survey indicating the location of all trees over six caliper inches and a plan for protecting and preserving as many trees as is feasible; 4) A narrative description of the purpose of the preliminary grading; the type and quantity of any material that will be brought onto the property, if any; the estimated time required to complete the preliminary grading; and an acknowledgment by the Developer that any preliminary grading may be subject to removal or modification, at Developer's sole cost and expense, as part of a future Phase of development; 5) Full engineering plans for all preliminary grading work which shall conform to the City of Farmington Engineering Guidelines, including, but not limited to, SWPPP plans, and plans for drainage and erosion control, sedimentation and dust control; 6) Drawings depicting the contour of the land prior to the preliminary grading and depicting the proposed contour after the completion of the of the preliminary grading, and any proposed landscaping or berming; 7) Maps or drawings depicting any existing wetlands as defined by federal or state law; 8) Copies of applicable permits, if any; 9) Any other plans and/or information reasonably required by the City Engineer to ensure protection of the health, safety, and welfare of the community during Phase 1; 10) 11) Deposit of funds to be escrowed for the cost of engineering review and administration in an amount equivalent to 3% of the value of the preliminary grading project; 12) Deposit of funds to be escrowed for the cost of construction observation in an amount equivalent to 5% of the value of the preliminary grading project; and 13) Security in the form of a letter of credit in an amount equivalent to 125% of the value of the preliminary grading project. All work related to the Phase 1 Preliminary Grading shall comply with the time limitations set forth in Section 32.e) of this Agreement. Except as otherwise approved in conjunction with the Phase 1 Preliminary Grading, no roads; curbing; impervious surfaces for parking or other purposes, except construction parking is allowed on the Property during Phase 1. Within 30 days of receipt of the foregoing, the City Engineer will notify the Developer of any incomplete or missing information that is necessary to complete the technical review of the request. Upon receipt of all Page 199 of 219 5 238899v3 information that is necessary to complete the technical review of the request, the City Engineer will transmit written authorization to proceed to the Developer. No Phase 1 Preliminary Grading may proceed until such written authorization to proceed is sent to the Developer by the City Engineer. c) Subsequent Phases of Development. All Phases of development after Phase 1 shall be subject to the review requirements of Sections 6 and 7 of this Agreement, and in compliance with all other requirements set forth in this Agreement and all applicable City Code provisions and state or federal law. Notwithstanding any other provisions of this Agreement, as part of the Phase 1 Preliminary Grading, the Developer may install landscaping, berming, and construct private roads to make the Property accessible, and preliminary utility work to make the Property construction-ready. Developer agrees and acknowledges that all final approval to the extent that such Phase 1 Preliminary Grading is modified by any subsequent Phase. 12. City Infrastructure. a) The Parties acknowledge that the proposed development of this Property requires critical water and Minnesota Department of Health, Minnesota Pollution Control Agency, the Minnesota Department of State Agencies, the City is committed to providing water and sewer services as development progresses. b) [Reserved.] c) In addition to any other improvements, infrastructure, or work required under this Section 12, pending state agency approvals, including approvals from the Metropolitan Council, the City shall provide items 1) 4) below, in order to service the Property and the anticipated demands set forth in Exhibit B by the deadlines in Exhibit B. In the event of delays caused by litigation and subject to Force Majeure Items (defined below), any deadlines in this Section 12 and Exhibit B may be extended by mutual agreement of the City and Developer. Unless extended as provided in this Section 12.c), the schedule shall be as follows: 1) Sanitary Sewer stubbed to the Property line in a mutually agreeable location, approved in writing by City and Developer by January 1, 2029, for construction purposes. 2) Water Main extension stubbed to the Property line in a mutually agreeable location, approved in writing by City and Developer by January 1, 2029, for construction purposes. 3) Sanitary Sewer Trunk Improvements located within Biscayne Avenue right-of-way adjacent to the Property by the Initial Capacity Request date of December 31, 2030, as shown in Exhibit B. 4) Water Trunk Main adjacent located in the 220th Street West, 225th Street West and Biscayne Avenue rights-of-way adjacent to Lot 1, Block 1, Farmington Technology Park 1st Addition by the Initial Capacity Request date of December 31, 2030, as shown in Exhibit B. d) The Developer shall timely update the City in writing regarding any changes to capacity needs that may c)1) 12.c)4) above. e) City shall not be liable to Developer for nonperformance or delay of construction of the infrastructure required under this Section 12 by Acts of God; casualty; insurrection; strikes; war; terrorism; lockouts; pandemic; public utility interruptions; governmental order (including health orders); delayed approvals or denials of State Agencies, including the Metropolitan Council and Section 12; labor disputes; adverse weather conditions which could not reasonably be anticipated; or any f) Project shall not exceed the allowed water usage set forth in Exhibit B and, in any event, shall not exceed Page 200 of 219 6 238899v3 fifty million (50,000,000) gallons in any calendar year. Nothing in this Agreement shall be construed as a or liability is created beyond that required by applicable Minnesota law and as may be limited by the terms . 13. Permits. For all Phases of development, including Phase 1, the Developer shall obtain or require its contractors and subcontractors to obtain all applicable necessary permits, which may include but are not limited to: a) Dakota County for County Road Access and Work in County Rights-of-Way b) MnDOT for State Highway Access and Work in State Rights-of-Way c) Minnesota Department of Health for Watermains d) MPCA NPDES Permit for Construction Activity e) MPCA for Sanitary Sewer and Hazardous Material Removal and Disposal f) MnDNR for Dewatering and well appropriation permitting g) City of Farmington for Building Permits h) MCES for Sanitary Sewer Connections i) City of Farmington for Retaining Walls j) City of Farmington for Road and Utility Work in City Rights-of-Way 14. Right-of-Way Utility Connections. The City acknowledges that Developer will require underground utility connections across the right-of-way for 225th Street West to accommodate private utilities including, but not limited to, water, sewer, fiber, and electric. The Parties agree to coordinate construction and permitting of any such utility installation to minimize the duration of road closures. 15. Grading Plan. The Site Plan for each Phase after Phase 1 shall be graded, and drainage provided in accordance with the approved Erosion and Sediment Control Plan and Grading Plan for such Phase. The Plan shall conform to the City of Farmington Engineering Guidelines. Before the City approves the certificate of occupancy for individual buildings the Developer shall provide the City with an As-Built grading plan certified by a registered land surveyor or engineer. The As-Built plan shall include field verified elevations of the following: a) cross sections of stormwater treatment/infiltration basins; b) location and elevations along all swales, wetlands, wetland mitigation areas, if any; c) locations and dimensions of borrow areas/stockpiles, and installed posts; and e) lot corner elevations and building pads; and f) all other applicable items listed in City Code. The City will withhold issuance of a certificate of occupancy until the approved certified grading plan is on file with the City and all erosion control measures are in place as determined by the City Engineer, as otherwise agreed to by City and Developer. If the Developer needs to modify the grading in a manner that would significantly impact the drainage plan, the grading changes cannot take place until the City Engineer has approved the proposed changes. A MPCA Construction Storm Water Permit must be obtained before any grading can commence on the site. 16. Erosion and Sediment Control. Prior to initiating site grading for each Phase after Phase 1, the Erosion and Sediment Control Plan for such Phase shall be implemented by the Developer and inspected and approved by the City. The City may impose additional erosion and sediment control requirements if it is determined that the methods implemented are insufficient to properly control erosion and sedimentation. All areas disturbed by the grading operations shall be stabilized per the MPCA Stormwater Permit for Construction Activity. Seed shall be installed , which may include temporary seed to provide ground cover as rapidly as possible. All seeded areas shall be fertilized, mulched and disc anchored as necessary for seed retention. The parties recognize that time is of the essence in controlling erosion and sedimentation. If the Developer does not comply with the MPCA Stormwater Permit for Construction Activity or with the erosion and sediment control plan and schedule, or supplementary instructions received from the City, or in an emergency determined at the sole discretion of the City, the City may take such action as it deems appropriate to control erosion and sedimentation immediately, without notice to the Developer. Charges for corrective actions taken by the City or their contractor, will be charged to the SWPPP compliance escrow; the Page 201 of 219 7 238899v3 Developer is responsible for maintaining a balance of $25,000 in this escrow. This applies to all properties within the development, whether owned by the Developer. The City will endeavor to notify the Developer in rights or obligations hereunder. If the Developer does not reimburse the City for any costs the City incurred for such work within forty-five (45) days, the City may draw down the security to pay such costs. No development, utility or street construction will be allowed, and no building permits will be issued unless the Plat or applicable portion thereof is in full compliance with the applicable erosion and sediment control requirements. 17. Wetland Natural Area Signs. The Developer is responsible for installing City natural areas signs around all buffer line limits and natural area sign locations must be indicated on individual lot surveys prior to the issuance of a building permit for that Phase. 18. Development Fees. The Project shall be subject to the cash-in-lieu park dedication fee set forth in this Section 18 below, and the following fees that would otherwise be collected as a part of this Agreement but for the Phasing: Surface Water Quality Management Fee, Surface Water Management Fee, Watermain Trunk Area Charge, and Sanitary Sewer Trunk Area Charge (collectively, ), which shall be calculated for each Phase rather than included in this Agreement. Except the cash-in-lieu park dedication fee, which shall be paid prior to recording of the Plat, the Development Fees shall be paid prior to the recording of each Site Improvement/Performance Agreement. The Development Fees for each Phase shall be calculated based on the gross acreage developed in such Phase if acreage is material to the calculation. The Development Fees for the Project and, specifically, each particular Phase, shall be the fees applicable to and required for such Phase under applicable City and State of Minnesota codes, laws, rules and regulations, and specifically the Development Fees as defined and listed in the first sentence above. In the event the City reduces any of the Development Fees prior to approval of any Phase, the lesser fee shall apply, and provided further that the City and Developer may agree to lesser Development Fees in the Site Improvement/Performance Agreement. The Developer is required to dedicate a total of 13.115 acres of land for park purposes for and for Farmington Technology Park 2nd Addition, collectively , but will pay cash-in-lieu in satisfaction of the park dedication requirement for the entire Project. The cash-in-lieu amount for the entire Project is $569,718.62, based on the appraised value of the land, with $315,158.87 for Farmington Technology Park 1st Addition and $254,559.75 for Farmington Technology Park 2nd Addition. The entire cash-in-lieu amount for each Addition shall be paid in full prior to the release for recording of the plat mylars for each Addition, respectively. 19. Conservation Easement. Developer shall dedicate to the City the conservation easement as depictedon the Plat pursuant to a separate easement agreement in a form and with such contents agreed to and approved by each of the City and Developer. 20. Water Storage Dedication; Substation Parcels. a) Subject to any required approvals from DNR under applicable laws, rules or regulations, Developer shall have the right to utilize water from on-site production wells for construction purposes. At the time new water mains are installed and charged, on-site wells will be decommissioned and capped per Minnesota statutes. b) to approval by the utility authority and any other permits and approvals required by the City for the construction of a substation. The City acknowled electricity, power and utility services to the Project. The Parties acknowledge and agree that, for the avoidance of doubt, and notwithstanding that a substation is an accessory use as set forth in the PUD, a substation may be permitted, approved and constructed prior to the permitting, approval and/or construction of the Project Phase of which the substation is a part so long as the substation is not in commercial operation until Site Plan approval for such Phase. Page 202 of 219 8 238899v3 21. Clean Up. The Developer shall, within twenty-four (24) hours, clear from the public streets any soil, earth or debris resulting from construction work by the Developer or its agents or assigns. Any soil, earth or debris resulting from construction work by the Developer or its agents or assigns on other property shall be removed weekly or more often if required by the City Engineer and managed in accordance with the approved Erosion and Sediment Control Plan. All debris, including brush, vegetation, trees and demolition materials, shall be disposed of off-site. Burning of trees and structures shall be prohibited, except for fire training only. If Developer fails to clear public streets as required in this Section and such failure is not cured within twenty-four (24) hours of written notice to Developer, the City will have the right to clean the public streets as outlined in current City policy and the Developer shall promptly reimburse the City for street cleaning costs. 22. License. The Developer hereby grants the City, its agents, employees, officers and contractors, a license to enter the Property to perform all necessary inspections deemed appropriate by the City during the installation of erosion control and grading on the Property or the installations of improvements listed in Exhibit E in connection with a Phase by the City with at least forty-eight (48) hours prior notice to Developer, if the inspection is a non- emergency. Whether or not an inspection is an emergency is determined at the sole discretion of the City. The license shall be limited to those Phases that require any such erosion control and grading and improvements listed in Exhibit E. The license shall be limited to only those portions of the Property on which such improvements listed in Exhibit E are being installed and any adjacent portions of the Property reasonably necessary for purposes of accessing the same and shall expire after the improvements listed in Exhibit E are installed pursuant to the applicable Site Improvement/Performance Agreement are accepted by the City. 23. Time of Performance. Subject to Developer Force Majeure Items (defined below), the Developer shall: (a) commence the final design and permitting of Public Improvements within 90 days of the Effective Date, and; (b) install all required Public Improvements prior to the earlier of November 30, 2029, or the issuance of the first final grading permit, with the exception of the final wear course of asphalt on streets. The final wear course on streets shall be installed between August 15th and October 15th the first summer after the base layer of asphalt has been in place one freeze thaw cycle. The Developer may, however, request an extension of time from the City. If an extension is granted, it shall be conditioned upon updating the security posted by the Developer to reflect cost increases and the extended completion date. Final wear course placement outside of this time frame must have the written approval of the City Engineer. Developer shall not be liable to City for nonperformance or delay of construction of the Public Improvements by Acts of God, casualty, insurrection, strikes, war, terrorism, lockouts, pandemic, public utility interruptions, governmental order (including health orders), approvals of any City, State or Federal agencies, bodies or authorities, labor disputes, adverse weather prohibited from drawing down the Security in the event that the City is notified of the intent to modify or cancel the Security, unless such a modification or cancellation is agreed to by the parties. 24. Building Permits. Except where otherwise addressed under a Site Improvement/Performance Agreement, which shall set forth a phasing plan for phased construction of multiple structures in a single Phase, or as set forth in this Section 24 below, a certificate of occupancy shall not be issued prior to submittal of As-Built grading plans, public and private utility installation, curb and gutter, installation of erosion control devices, installation of permanent street signs and natural area signs, paving with a bituminous surface, retaining walls if any, site agree that ongoing Site Work may occur within a Phase containing multiple structures, and that nothing in this Agreement shall prohibit the issuance of a permanent or temporary certificate of occupancy for an individual structure while ongoing Site Work is occurring in the Phase, so long as the structure can be occupied safely in accordance with the Minnesota Building Code. In addition, notwithstanding anything to the contrary herein, nothing in this Agreement including, without limitation, this Section 24 shall modify, amend, limit, alter or waive a temporary certificate of occupancy under the Minnesota Building Code. Valuation for said buildings will be in conformity with the Minnesota Building Code including M.S. 326B.148. Page 203 of 219 9 238899v3 25. Insurance. Prior to construction of the Public Improvements by Developer, Developer and its general contractor shall furnish to the City a certificate of insurance showing proof of the required insurance required under this paragraph. Developer and its general contractor shall take out and maintain or cause to be taken out and maintained until six (6) months after the City has accepted the Public Improvements, such insurance as shall protect Developer and its general contractor and the City for work covered by the Agreement in the categories and amounts described below. The minimum amounts of insurance shall be as follows: Commercial General Liability (or in combination with an umbrella policy) $2,000,000 Each Occurrence $2,000,000 Products/Completed Operations Aggregate $2,000,000 Annual Aggregate The following coverages shall be included: Premises and Operations Bodily Injury and Property Damage Personal and Advertising Injury Blanket Contractual Liability Products and Completed Operations Liability Automobile Liability $2,000,000 Combined Single Limit Bodily Injury & Property Damage Including Owned, Hired & Non-Owned Automobiles Workers Compensation Workers Compensation insurance in accordance with the statutory requirements of the State of Minnesota, $500,000 Bodily Injury by Disease per employee $500,000 Bodily Injury by Disease aggregate $500,000 Bodily Injury by Accident - All insurance policies (or riders) required by this Contract shall be (i) taken out by 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 name the City, its employees and agents as additional insureds (CGL and umbrella only) by endorsement which shall be filed with the City. A copy of the endorsement must be submitted with the certificate of insurance. notice for non-payment of premium. policy limits on a follow-form basis to satisfy the full policy limits required by this Contract. 26. Responsibility for Costs. The Developer shall pay all actual costs incurred by it or the City in conjunction with the development of the Plat, including but not limited to, Soil and Water Conservation District charges, legal, planning, administrative, construction costs, engineering, easements, inspection and utility testing expenses incurred in connection with approval, acceptance and development of the Plat, the preparation of this Agreement, and all reasonable costs and expenses incurred by the City in monitoring and inspecting the construction for the development of the Plat Page 204 of 219 10 238899v3 Any such Reimbursement Costs shall be paid as follows: (a) Reimbursement Costs eligible to be charged to the SWPPP compliance escrow pursuant to Section 16 above shall be paid using the SWPPP compliance escrow; (b) Reimbursement Costs described in Section 27 below shall be paid using the Contract Administration fee under Section 27; (c) and Reimbursement Costs described in Section 28 below, if eligible, shall be paid using the Construction Observation escrow under Section 28, and; (d) with respect to any other Reimbursement Costs, or any Reimbursement Costs described in the foregoing Sections 26(a), (b) or (c) which exceed or are not eligible for the amounts of the SWPPP compliance escrow, Contract Administration fee under Section 27, or the Construction Observation escrow under Section 28, as applicable shall be paid for by the Developer within forty- five (45) days after receipt; (ii) if the bills are not paid on time, the City may halt all Plat development work until the bills are paid in full; (iii) bills not paid within forty-five (45) days shall accrue interest at the rate of five percent (5%) per annum, and; (iv) if the bills are not paid within sixty (60) days, the City has the right to draw 27. Development Contract Administration. The Developer shall pay a fee for in-house administration of this Agreement including monitoring of construction observation, consultation with the Developer and its engineer on the status of or problems regarding the Project, coordination for final inspection and acceptance, project monitoring during the warranty period, and processing of requests for reduction in Security. The fee for this service shall be three percent (3%) of estimated construction costs of the Public Improvements and paid prior to commencement of construction of the Public Improvements. 28. Construction Observation. The Developer shall instruct its engineer to provide adequate field inspection able to certify that all Public Improvements are consistent with the approved Plans and meets the approved City standards as a condition of City acceptance. The Developer shall pay for construction observation performed by -house staff or consultant. As needed, construction observation shall include part- or full -time inspection of the Public Improvements, including erosion and sediment control inspections and will be billed on hourly rates. Developer will provide a cash escrow for these services in the amount of 5% of estimated construction costs of the Public Improvements prior to commencement of construction of the Public Improvements. Developer shall also provide a $25,000 escrow for SWPPP compliance in accordance with Sections 11 and 16 above and applicable City laws, rules and regulations. On or before the 10th day of each month following the initial deposit of the Construction Observation escrow and/or SWPPP compliance escrow, the City shall provide the Developer with a written description of all utilization of such escrow(s) and funds therein during the preceding month, including amounts deducted from such escrow(s), City costs such amounts were used to pay and total amount in each escrow at the beginning and at the end of such month. 29. Security. To guarantee compliance with the terms of this Agreement and payment of the costs of all Public Improvements and all costs payable by Developer to the City under this Agreement and construction of all Public Improvements, prior to recording of the Plat, the Developer shall furnish the City with a cash escrow, irrevocable letter of credit, or alternative security acceptable to the City Administrator, from a bank $2,297,375. The amount of the Security is based on 125% of the estimated construction costs as shown in Exhibit C Developer and City may agree to update the Security amount based on construction bids accepted for the Public Improvements. This breakdown is for historical reference; it is not a restriction on the use of the Security. The bank and form of the Security, shall be subject to the approval of the City Administrator. Letters of Credit shall be in the format and wording exactly as shown on the attached Letter of Credit form (Exhibit D). The Security shall be automatically renewing. The term of the Security may be extended from time to time if the extension is furnished to the City Administrator at least forty-five (45) days prior to the stated expiration date of the Security. If the required Public Improvements are not completed, or terms of the Agreement are not satisfied, at least thirty (30) days prior to the expiration of a letter of credit, the City may draw down the letter of credit. The City may draw down the Security, without prior notice, for any violation of this Agreement or Event of Default, in each event following applicable cure periods. Page 205 of 219 11 238899v3 Engineer that Public Improvements have been completed in accordance with the Construction Plans, and terms of this Agreement, that all payments, costs, fees, charges, expenses or other amounts for such completed Public Improvements and any work in connection with the same have been paid in full, and that all outstanding financial obligations to the City, subcontractors, or other persons have been satisfied, the City Engineer may approve reductions in the Security provided by the Developer under this paragraph from time to time by ninety percent (90%) of the cost of such Public Improvements that have been completed. Ten percent (10%) of the amounts c been completed, the required As-Built plans have been received by the City, a warranty security is provided, and the Public Improvements are accepted by the City Council. If there is an Event of a Default under this Agreement with respect to the completion of any Public Improvements or any cost reimbursements, the City may notify the Developer in writing of such breach. If the Developer fails to cure the breach within 30 da ts to enforce this Agreement or seek alternative remedies. 30. Warranty. the Public Improvements will meet all laws, City standards, Engineering Guidelines, and Ordinances. The Developer warrants all Public Improvements required to be constructed by it pursuant to this Agreementagainst poor material and faulty workmanship. The warranty period for the Public Improvements is one year. The warranty period for the Public Improvements shall commence upon final acceptance of the Public Improvements by the City Council and expire one year thereafter. It is the responsibility of the Developer to complete all Public Improvements as set forth in this Agreement. All trees shall be warranted to be alive, of good quality, and disease free for 12 months after the security for the trees is released, if applicable and required under, and pursuant to, the Site Improvement/Performance Agreement for such Phase, which, if applicable and required, shall require that any replacements shall be warranted for 12 months from the time of planting. The Developer shall post maintenance bonds in the amount of fifteen percent (15%) of the final certified construction cost of the Public Improvements as agreed to in writing by the City and Developer, or other surety acceptable to the City to secure the warranties. The City shall retain ten percent (10%) of the Security posted by the Developer until the bonds or other acceptable surety are furnished to the City or until the warranty period has been completed, whichever first occurs. The retainage may be u Engineering Guidelines identify the procedures for final acceptance of the Public Improvements. 31. . a) 1) Failure by the Developer to timely furnish any Security, or pay to the City any monetary costs or amounts, required to be furnished or paid, as applicable, by Developer under this Agreement 2) Failure by the Developer to observe or substantially perform any other covenant, condition, obligation, or agreement to be observed or performed by it under the terms of this Agreement which is not cured written notice thereof from the City, provided that, if such breach cannot reasonably be cured within such thirty (30) day period, then such cure period shall be extended if and for so long as is reasonably necessary to cure such breach and Developer is taking reasonable, diligent actions to complete such cure, not to exceed ninety (90) days. 3) If the Developer makes an assignment for the benefit of its creditors, or consents to the appointment of a receiver of itself or of the whole or any substantial part of the Property or files a petition under the Page 206 of 219 12 238899v3 federal bankruptcy laws or is adjudicated a debtor in an involuntary proceeding and such appointment is not revoked, or such petition is not withdrawn, respectively, within sixty (60) days. b) In the Event of Default by the Developer with respect to any of the Public Improvements to be performed by it hereunder, the City may provide written notice of the Event of Default to the Developer. If the Developer fails to cure the Event of Default within thirty (30) days of receipt of such written notice, the City may, at its option, perform the work and the City may draw upon the Security to reimburse the City for any expense incurred by the City, if such Security is not sufficient to reimburse the ll reimburse the City for such costs within forty-five (45) days after receipt of a written invoice of the work. If the City does any such work, the City may, in addition to its other remedies, assess any such costs in whole or in part against the Property, if and as permitted under Minnesota Statutes. 32. Miscellaneous. a) For the purpose of this Agreement, the obligations of the Developer shall run with the land and be binding upon its heirs, successors or permitted assigns, as the case may be. 1) The Developer may not assign this Agreement without the written permission of the City Administrator, which approval shall not be unreasonably withheld or delayed. To request an assignment the Developer must: provide the City Administrator with written notice of such assignment that includes: (i) the name of the Assignee; (ii) a legal description of the portion of the Property being acquired, ground leased and/or developed by the Assignee, and (iii) the form of the written assignment and assumption agreement to be entered into by Developer, the City, and Assignee and (iv) assurances requested by and interests under this Agreement are not adversely affected, (iv) proof that all escrows, Certificates of Insurance, and Security cover the Affiliate as if it was the original Developer named above, if applicable and; (v) such consent from the City Admin information provided complies with this Section, and also may be withheld if Developer fails to comply with this Section. The Developer's obligation hereunder shall continue in full force and effect even if Certificate of Completion and Release. 2) Notwithstanding the foregoing, Developer may assign this Agreement, to any Affiliate (defined below), without any consent from the City including, without limitation, City Council or the City Administrator, provided that, no later than ten (10) business days prior to any such assignment, Developer shall provide the City written notice of such assignment, which shall include (i) the name of the Affiliate, (ii) a legal description of the portion of the Property being acquired, ground leased and/or developed by Affiliate, if and as applicable, and (iii) the form of the written assignment and assumption agreement to be entered into by Developer and Affiliate, and (iv) proof that all escrows, Certificates of Insurance, and Security cover the Affiliate as if it was the original Developer named above. Promptly after any such assignment to an Affiliate, Developer shall provide the City written notice which includes an that is, directly or indirectly, controlled by, controlling or under common control with Developer, and or cause the direction of the management of the subject entity. b) This Agreement constitutes the entire agreement of the Parties as to the matters set forth herein and supersedes and replaces any prior or contemporaneous written or oral agreements. This Agreement shall be binding upon the parties, their heirs, successors or assigns, as the case may be. 1) Third parties shall have no recourse against either Party under this Agreement. 2) An Event of Default under this Agreement by the Developer shall be grounds for denial of building permits applied for by such Developer. Page 207 of 219 13 238899v3 3) If any portion, section, subsection, sentence, clause, paragraph or phrase of this Agreement is for any reason held invalid, such decision shall not affect the validity of the remaining portion of this Agreement. 4) Each right, power or remedy herein conferred upon any Party is cumulative and in addition to every other right, power or remedy, express or implied, now or hereafter arising, available to such Party at law or in equity, or under any other agreement, and each and every right, power and remedy herein set forth or otherwise so existing may be exercised from time to time as often and in such order as may be deemed expedient by such Party and shall not be a waiver of the right to exercise at any time thereafter any other right, power or remedy. In no event shall either Party be liable for any special, exemplary, punitive, or consequential damages. 5) The action or inaction of either Party shall not constitute a waiver or amendment to the provisions of this Agreement. To be binding, amendments or waivers shall be in writing, signed by the parties and approved by written resolution of the City Council. enforce this Agreement shall not be a waiver or release. c) and development of the Plat complies with all applicable City, County, Metropolitan, State and Federal laws and regulations, including but not limited to: subdivision ordinances, zoning ordinances and environmental regulations. If the City determines that such use, construction and/or development of the Plat does not so comply, and such non-compliance is not cured within the applicable notice and cure period pursuant to Section 31 above and constitutes an Event of Default, then the City may, at its option, refuse to allow any construction or development work in the applicable portion of the Plat until the Developer does comply. After such an Event of De compliance. d) This Agreement shall run with the land and shall be recorded against the title to the Property concurrent with the Plat and prior to any building permit issuance. The Developer covenants with the City that the Developer is the owner of fee simple title to the Property, subject only to taxes, assessments, matters of record, a farm lease, and any other exception noted in the title commitments for the Property, and that the Developer will indemnify and hold the City harmless for any breach of the of the foregoing covenants. Upon request by Developer, the City covenants to provide a recordable Certificate of Completion within a reasonable period of time following the request, upon the completion of the Public Improvements required herein, payment of all costs and fees required hereunder with respect to the Public Improvements and compliance with all terms of the Agreement with respect to the Public Improvements. A release of this Contract may be provided in the same manner and subject to the same conditions as a Certificate of Completion provided that a final certificate of occupancy for the last Phase has been issued and there are no outstanding obligations of Developer under the terms of this Agreement. The Developer covenants with the City, its successors and assigns, that the Developer is the owner in fee title of the property being final platted and no consents from any tenants of the Property are required to enter into this Agreement; that there are no unrecorded interests in the property being final platted except for taxes and assessments, a farm lease and any survey exceptions or matters noted in the title commitments for the Property; and that the Developer will indemnify and hold the City harmless for any breach of the foregoing covenants. e) The Developer will be required to conduct all major activities construction activities during the following hours of operation: Monday - Friday 7:00 A.M. until 7:00 P.M. Saturday 8:00 A.M. until 5:00 P.M. Sunday and Holidays Not Allowed This does not apply to activities that are required on a 24-hour basis such as dewatering, etc. Any deviations from the above hours are subject to approval of the City Engineer. Violations of the working hours will result in a $500 fine per occurrence. Page 208 of 219 14 238899v3 f) or boulevards within their development as per City Code 6-7-1. Failure to control weeds and to cure such failure after applicable notice and cure periods will be considered an Event of Default as outlined in costs incurred by the City in correcting such failure pursuant to Paragraph 26 (Responsibility for Costs). g) The City agrees at any time, and from time to time, within ten (10) days after receipt of written request by the Developer, a lender or a party purchasing any portion of the Property, to execute, acknowledge and deliver a certification in writing and in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments certifying: (a) that this Agreement is unmodified and in full force and effect, or if there have been modifications, the identify of such modifications and that the same are in full force and effect as modified; (b) that no party is in default under any provisions of this Agreement or, if there has been a default, the nature of such default; (c) that all Improvements to be performed under this Agreement have been performed, specifying the Improvements to be performed; and (d) as to any other matter that the requesting party shall reasonably request. It is intended that any such statement may be relied upon by any person, prospective mortgagee of, or assignee of any mortgage, upon such interest. Any such statement on behalf of the City may be executed by the City Administrator without City Council approval. h) Indemnification. To the fullest extent permitted by law, Developer agrees to defend, indemnify and hold harmless City, and its employees, officials, and agents from and against all claims, actions, damages, losses and expenses, including reasonable attorney fees, arising out of negligence, default, its performance or failure to perform its obligations or an Event of Default under this indemnification obligation shall apply to general contractor, subcontractor(s), or anyone directly or indirectly employed or hired by Developer, or anyone for whose acts Developer may be liable. Developer agrees this indemnity obligation shall survive the completion or termination of this Agreement. ****************** 33. Notices. Required notices to the Developer shall be in writing, and shall be either hand delivered to the Developer, its employees or agents, or mailed to the Developer by certified or registered mail at the following addresses. However, any Party may change its contact information for the purpose of this notice paragraph by giving written notice of the change to the other Party as provided above in this paragraph: MNLCO Farmington Two, LLC 3200 Cherry Creek South Drive, Suite 700 Denver, Colorado 80209 (Attn: General Counsel, Senior Vice President of Land Development) Notices to the City shall be in writing and shall be either hand delivered to the City Administrator, or mailed to the City by certified mail or registered mail in care of the City Administrator at the following address: Lynn Gorski, City Administrator City of Farmington 430 Third Street Farmington, MN 55024 [Remainder of page left blank intentionally. Signature pages follow.] Page 209 of 219 15 238899v3 SIGNATURE PAGE FOR THE CITY CITY: CITY OF FARMINGTON By: _________________________________________ Nicholas Lien, Mayor By: _________________________________________ Lynn Gorski, City Administrator STATE OF MINNESOTA ) )ss. COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this _____ day of __________________, 20____ by Nicholas Lien, Mayor, and by Lynn Gorski, City Administrator, of the City of Farmington, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by the City Council. ________________________________________ Notary Public Page 210 of 219 16 238899v3 SIGNATURE PAGE FOR THE DEVELOPER DEVELOPER: MNLCO Farmington Two, LLC, a Delaware limited liability company By: _________________________________ Name: Jessica Bennett Its: Chief Legal Officer STATE OF COLORADO ) ( ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this _____ day of ____________, 20___, by Jessica Bennett, the Chief Legal Officer of MNLCO Farmington Two, LLC, a Delaware limited liability company, on its behalf. ________________________________ Notary Public Page 211 of 219 17 238899v3 EXHIBIT A LEGAL DESCRIPTION Lot 1, Block 1 as shown on the Final Plat for Farmington Technology Park 2nd Addition Page 212 of 219 18 238899v3 EXHIBIT B Initial Capacity Requests by December 31, 2030: Water Peak Daily Flow - 0.49 MGD Sanitary Peak Daily Flow - 0.39 MGD Annual Municipal Water Usage Not to Exceed 20 million gallons per year (MGY) Full Buildout Capacity Requests by December 31, 2032: Water Peak Daily Flow - 2.93 MGD Sanitary Peak Daily Flow - 2.34 MGD Annual Municipal Water Usage Not to Exceed 50 MGY Page 213 of 219 19 238899v3 EXHIBIT C ESTIMATED CONSTRUCTION COSTS OF PUBLIC IMPROVEMENTS FOR FARMINGTON TECHNOLOGY PARK 1ST ADDITION AND 2ND ADDITION Page 214 of 219 20 238899v3 EXHIBIT D IRREVOCABLE LETTER OF CREDIT No. ___________________ Date: _________________ TO: City of Farmington 430 Third Street Farmington, MN 55024 Dear Sir or Madam: We hereby issue, for the account of (Name of Developer) and in your favor, our Irrevocable Letter of Credit in the amount of $_______________________, available to you by your draft drawn on sight on the undersigned bank. The draft must: a) Bear the clause, "Drawn under Letter of Credit No. __________, dated ________________, 20___, of (Name of Bank) "; b) Be signed by the City Administrator or Finance Director of the City of Farmington. c) Be presented for payment at _______________(Address of Bank)____________ on or before 4:00 p.m. on November 30, 2____. This Letter of Credit shall automatically renew for successive one-year terms unless, at least ninety (90) days prior to the next annual renewal date (which shall be November 30 of each year), the Bank delivers written notice to the Farmington City Administrator that it intends to modify the terms of, or cancel, this Letter of Credit. Written notice is effective if sent by certified mail, postage prepaid, and deposited in the U.S. Mail, at least sixty (60) days prior to the next annual renewal date addressed as follows: Farmington City Administrator, 430 Third Street, Farmington, MN 55024, and is actually received by the City Administrator at least thirty (30) days prior to the renewal date. This Letter of Credit sets forth in full our understanding which shall not in any way be modified, amended, amplified, or limited by reference to any document, instrument, or agreement, whether or not referred to herein. This Letter of Credit is not assignable. This is not a Notation Letter of Credit. More than one draw may be made under this Letter of Credit. This Letter of Credit shall be governed by the most recent revision of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600. We hereby agree that a draft drawn under and in compliance with this Letter of Credit shall be duly honored upon presentation. [NAME OF BANK] By: ____________________________________ _______________________________ [name] Its: _____________________ [identify official] Page 215 of 219 21 238899v3 EXHIBIT E SITE IMPROVEMENT/PERFORMANCE AGREEMENT TERMS The following terms and provisions shall be included in a Site Improvement/Performance Agreement. In no event shall any Site Improvement/Performance Agreement include a more onerous term that one that is already in this Agreement unless approved by Developer in writing, not to be unreasonably withheld, conditioned or delayed: 1. Section 5, 8, 9(A) and 9(B) (revised pursuant to Section 2 of this Exhibit E below), 12 (as it relates to water and wastewater capacity, improvements and infrastructure with respect to the particular Phase), 13, 15, 16, 17 (if there are wetlands, ponding or other applicable natural areas in applicable Phase), the second sentence of 20(A), 21, 22, 24, and 25 2. Improvement work which Developer shall be required to install, pay for and complete shall be limited to the following, if required for a particular Phase, provided that, unless otherwise elected and agreed to by Developer, neither such work nor any Site Improvement/Performance Agreement shall include any Public Improvements and/or any obligations regarding the same: a. Sanitary Sewer System (trunk and lateral) b. Water System (trunk and lateral) c. Storm Sewer System d. Streets e. Concrete Curb and Gutter f. Street Lights g. Erosion and Sediment Control, Site Grading and Stormwater Treatment h. Underground Utilities i. Setting Iron Monuments j. Surveying and Staking k. Sidewalks and Trails l. Landscaping and Screening 3. If the Phase will include utility connections across 225th Street West, Section 14. 4. The Development Fees applicable to such Phase pursuant to Section 18. 5. If required for the particular Phase, Sections 26, 27 and/or 28, limited to Reimbursement Costs and other fees, costs and escrows described therein for and applicable to the particular Phase 6. If security is required for any of the improvements under Section 2 of this Exhibit E above pursuant to applicable City laws, rules and regulations, Section 29 and/or, if applicable, Section 9(C), provided that (i) for the avoidance of doubt, the security shall be to guarantee compliance with the terms of the Site Improvement/Performance Agreement with respect to payment and construction of the improvements required under Section 2 of this Exhibit E above, and (ii) Developer may elect (x) to submit a separate financial guarantee for any such required landscaping improvements, if any, pursuant to City Code Section 10-6-23(I)(3)(e), and/or (y) for the release, inspection and completion requirements in City Code Section 10-6-23(I)(3)(f) and (g), to apply in lieu of the applicable respective requirements in the Agreement 7. If applicable and required under the applicable City Code and/or City rules and regulations provisions, the warranty, warranty period, trees warranty and/or maintenance bonds requirements in Section 30, if applicable and required. 8. All other Site Improvement/Performance Agreement topics not covered in the Development Agreement, if and as agreed to by City and Developer. 4925-8096-8610, v. 1 Page 216 of 219 REGULAR COUNCIL AGENDA MEMO To: Mayor, Councilmembers and City Administrator From:Deanna Kuennen, Community & Economic Development Director Department:Community Development Subject:Downtown Parking Plan (15-minute "Quick Stop Spots") Meeting:Regular Council - Apr 20 2026 INTRODUCTION: With the increased activity in downtown, there is also a greater demand for convenient parking options that support quick visits to local businesses. Several businesses/property owners have expressed interest in seeing the City add short-term parking spots in the downtown. These spaces could be used for drop-off/pick-ups, would be courtesy spaces (meaning no Police enforcement), and collectively would encourage parking turnover that would support businesses. The EDA discussed this concept in detail at both their August 2025 meeting and then again at their March 2026 meeting. At both meetings, the EDA expressed support of adding short-term parking spots and are recommending to the City Council the implementation of a 15-Minute Parking Plan for the downtown - focusing on consistently placing 15-minute spots in locations that support all businesses versus places spaces only in locations in response to specific requests from individual businesses. DISCUSSION: As a way to encourage parking turnover in the downtown area to support quick visits to local businesses, the City Council is asked to approve a Downtown Parking Plan that includes 15-Minute "Quick Stop Spots." The plan responds to the needs expressed by businesses and provides for consistent locations of short-term parking spots per block. The plan also aims to support the downtown as a whole versus responding to specific requests from individual businesses. As shown on the attached map, a total of 10 "Quick Stop Spots" are included at the following locations: One spot per block on each side of the street along 3rd Street between Spruce and Elm (total of 4 spots) - These spots would be located at the corner and/or the space adjacent to the existing ADA spaces on the block. One spot on the north and south sides of Oak Street east of 3rd Street (total of 2 spots) - These spots would be located at the corner. This plan recognizes the existing 15-minutes spaces that already exist on Elm Street, west of 3rd Street (total of 4 spots). Sign faces will be replaced for consistency. Page 217 of 219 The signs will be installed this spring by the Public Works Department and will remain in place all year. Based on feedback, if the program is a success, the spots can remain permanently and/or be revisited in the future as the composition of downtown changes. If the program does not have the intended outcome, the signs program will be revisited in 2027 for the potential removal of the signs. Prior to the signs being installed, Staff will notify all of the businesses and work with the city's communication team to share information about the downtown parking plan on the city's website and on the social media platforms. BUDGET IMPACT: Not applicable; parking signs are funded by the Economic Development Authority. ACTION REQUESTED: Approve the Downtown Parking Plan and authorize installation of signs. ATTACHMENTS: 15 Minute Parking Page 218 of 219 Page 219 of 219