City Council 1 of 4 April 12, 2022

CITY OF PLYMOUTHAGENDA

Regular City CouncilApril 12, 2022, 7:00 PM

1. CALL TO ORDER AND PLEDGE OF ALLEGIANCE

2. ROLL CALL

3. PLYMOUTH FORUM—Individuals may address the Council about any item not contained on theregular agenda. A maximum of 15 minutes is allotted for the Forum. If the full 15 minutes are not neededfor the Forum, the City Council will continue with the agenda. The City Council will take no officialaction on items discussed at the Forum, with the exception of referral to staff or Commission orCommittee for future report.

4. PRESENTATIONS AND PUBLIC INFORMATION ANNOUNCEMENTS

5. APPROVE AGENDA—Councilmembers may add items to the agenda including items contained inthe Council Information Memorandum for discussion purposes or staff direction only. The Council willnot normally take official action on items added to the agenda.

6. CONSENT AGENDA—These items are considered to be routine and will be enacted by one motion.There will be no separate discussion of these items unless a Councilmember or citizen so requests, inwhich event the item will be removed from the Consent Agenda and placed elsewhere on the agenda.

6.1 Adopt proposed City Council MinutesMarch 22 SpecialMarch 22 Regular

6.2 Approve disbursementsCheck Register ReportCheck Register Report - UB RefundsHCV Payment RegisterInvoice Expense DistributionResolution

6.3 Approve contract amendment no. 2 for Plymouth Metrolink OperationsContract with Amendment No. 1Amendment No. 2 - First TransitResolution

6.4 Award construction contract and approve reimbursement agreement and wetland

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City Council 2 of 4 April 12, 2022

plans for the County Road 47 Reconstruction Project - Phase 1 (ST220001)Location MapBid TabulationWetland Replacement Plan MemoReimbursement AgreementResolution - Approve Wetland Replacement Plan ApplicationResolution - Approve Reimbursement AgreementResolution - Awarding Contract

6.5 Authorize purchase from DWI Resource Planning FundResolution

6.6 Approve updated School Resource Officer Contract with Robbinsdale Area SchoolDistrictCity of Plymouth SRO Contract 2021-2022Email suggesting SRO contract changesResolution

6.7 Approve Lawful Gambling Application of Wayzata Youth Hockey Association atNorthern Taphouse - Plymouth (previously Grizzly's Wood-Fired Grill) at 220Carlson Parkway NResolution

6.8 Approve Institution Community Work Crew (ICWC) Contracts for the term of May1, 2022–April 30, 2024Two Day ContractFour Day ContractResolution

6.9 Approve Planned Unit Development (PUD) Amendment for parking expansion atWestHealth, 3005 Campus Drive (Loucks Associates -- 2022-011)Planning Commission ReportPlanning Commission MinutesLocation MapAerial MapHennepin County Locate & Notify MapApplicant's NarrativeSite GraphicsOrdinanceResolution - Finding of FactResolution - Amendment

6.10 Approve Transit Oriented Development (TOD) Grant Application to HennepinCounty for the former Four Seasons Mall SiteResolution

7. PUBLIC HEARINGS

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City Council 3 of 4 April 12, 2022

7.1 Public hearing on the issuance of an educational facilities revenue note, Series 2022B,for Southwest Christian High School Project, approve amended and restated privateactivity revenue bond financing policy, and adopt resolution approving the issuance ofan educational facilities revenue note, Series 2022B, and authorizing the execution ofdocuments relating theretoProject Introductory LetterApplicationApplication to DEEDLoan AgreementAgreement to PurchaseForm of NoteCombination Mortgage, Assignment of Leases and Rents, Security Agreement andFixture Financing StatementPledge AgreementCity Policy AmendmentResolution - Amending City PolicyResolution - Approving Issuance and Sale of Educational Facilities Revenue Note,

Series 2022B

8. GENERAL BUSINESS

8.1 Order improvement, adopt assessment roll, award contract, and approvesupplemental agreement for the 2022 Vicksburg Lane Improvements (Continued fromMarch 22) (ST229005)Location MapBid TabulationAssessment RollAssessment MapSupplemental AgreementResolution - Ordering ImprovementResolution - Adopting AssessmentsResolution - Awarding Contract & Approve Agreement

8.2 Consider approval of a joint powers agreement providing potable water service to theCity of Medicine LakeJoint Powers AgreementResolution

8.3 Approve appointment to the Housing and Redevelopment AuthorityResolution

9. REPORTS AND STAFF RECOMMENDATIONS

10. CLOSED MEETING PER MN STATUTE 13D.05, SUBDIVISION 3(B)

10.1 Closed Meeting per State Statute 13D.05, Subdivision 3(B), attorney-client privilegeto discuss pending litigation, Plymouth vs. Burger King; regarding the property at

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City Council 4 of 4 April 12, 2022

10000 Rockford Road

11. ADJOURNMENT

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Regular CityCouncil

April 12, 2022

AgendaNumber: 6.1

To: Dave Callister, City Manager

Prepared by: Jodi Gallup, City Clerk/Administrative Coordinator

Reviewed by: Maria Solano, Deputy City Manager

Item: Adopt proposed City Council Minutes

1. Action Requested: Adopt proposed City Council Minutes.

2. Background: N/A

3. Budget Impact:N/A

4. Attachments:March 22 SpecialMarch 22 Regular

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Proposed Minutes 1 of 1 Special Meeting of March 22, 2022

Proposed MinutesSpecial Council Meeting

March 22, 2022

Mayor Wosje called a Special Meeting of the Plymouth City Council to order at 6:00 p.m. in the Medicine Lake Room of Plymouth City Hall, 3400 Plymouth Boulevard, on March 22, 2022.

COUNCIL PRESENT: Mayor Wosje, Councilmembers Willis, Carroll, Roehl, and Davis.

ABSENT: Councilmembers McGregor and Prom.

STAFF PRESENT: City Manager Callister, Deputy City Manager Solano, and City Clerk/Administrative Coordinator Gallup.

Housing and Redevelopment Authority Interviews

Council conducted interviews for the vacant seat on the Housing and Redevelopment Authority.

Council directed staff to prepare a resolution appointing the vacant Ward 3 seat on the Housing and Redevelopment Authority for the April 12 Council meeting agenda.

Set Future Study Sessions

Council made the following changes to future study sessions: Schedule budget discussion on August 16 at 5 p.m. Schedule committee and commission policy and roster discussion on August 30 at 5 p.m. Cancel City Center Update on April 26 to be rescheduled for date TBD Add review of Co Rd 47 name submittals to April 12 Study Session at 5 p.m. Schedule American Rescue Plan Act (ARPA) funds discussion on April 26 at 5 p.m.

Adjournment

Mayor Wosje adjourned the meeting at 6:55 p.m.

Jodi M. Gallup, City Clerk/Administrative Coordinator

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Proposed Minutes Page 1 of 6 Regular Meeting of March 22, 2022

Proposed MinutesRegular City Council Meeting

March 22, 2022

Mayor Wosje called a Regular Meeting of the Plymouth City Council to order at 7:00 p.m. in the Council Chambers of City Hall, 3400 Plymouth Boulevard, on March 22, 2022.

COUNCIL PRESENT: Mayor Wosje, Councilmembers Willis, Carroll, Roehl, Davis, and Prom (arrived 7:10 p.m.).

COUNCIL ABSENT: Councilmember McGregor.

STAFF PRESENT: City Manager Callister, Deputy City Manager Solano, Community and Economic Development Director Parr, Interim Parks and Recreation Director Northway, Public Safety Director Fadden, Fire Chief Coppa, Deputy Public Works Director/City Engineer LaBounty, Senior Planner Sommers, Engineering Services Manager McKenzie, Assistant City Engineer Payne, City Forester Buck,Deputy Parks and Recreation Director Tomlinson, Recreation Manager Kemp, City Attorney Mattick, and City Clerk/Administrative Coordinator Gallup.

Plymouth Forum

Clark Gregor, 2940 Xantus Lane, expressed his concern with the rate increase for organic collections and suggested a free drop-off site.

Syd Beane, 520 Vinewood Lane N., stated he would like to name County Road 47 native to the Dakota tribe and his family name.

Audrey Britton, 12500 53rd Avenue N., echoed County Road 47 should be renamed from the rich Dakota history. Ms. Britton requested an update on the Diversity Equity and Inclusion (DEI) position.

Dr. Milind Sohoni, 16640 39th Place N., expressed his concern with language used by Councilmember Prom during past City Council meetings.

Mayor Wosje noted no comments or responses from City Council members will be allowed during the Forum. City Attorney Mattick mentioned the open forum is a time restrictive event and this will help keep the time limit appropriate. City Attorney Mattick also noted if City Council would like to respond, it may be better suited to come at the end of a City Council meeting. City Manager Callister noted he will send out written responses tomorrow, noting comments are public but the City does not typically post or email those responses to the community at large.

Presentations and Public Information Announcements

(4.1) Swearing-in of Part-time Assistant Chief Greg Jurek

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Proposed Minutes Page 2 of 6 Regular Meeting of March 22, 2022

Fire Chief Coppa presented Greg Jurek with a promotion to part-time Assistant Chief. City Council congratulated and welcomed Mr. Jurek to the City of Plymouth.

(4.2) Recognize Retiring Firefighters for Twenty Plus Years of Service

Fire Chief Coppa recognized four part-time, on-call retiring firefighters and presented them with a commemorative shadow box. City Council congratulated each for their years of service.

(4.3) Proclaim May 21, 2022 as “Arbor Day”

City Forrester Buck shared the City of Plymouth has been a tree city USA since 1984. City Forrester Buck mentioned there will be improvements to Fazendin Park including fruit orchards and shrubs for pollinators. In the next couple of years, there will also be evergreen areas, nuts, and seeds in the years to follow. After questions from City Council, City Forrester Buck explained five to six Ash trees are currently being treated to prevent insects infecting new plants.

Mayor Wosje proclaimed May 21, 2022 as Arbor Day which will be celebrated at Fazendin Park.

Approval of Agenda

Motion was made by Councilmember Prom, and seconded by Councilmember Roehl, to approve the agenda. With all members voting in favor, the motion carried.

Consent Agenda

Motion was made by Councilmember Prom, and seconded by Councilmember Willis, to adopt the Consent Agenda that included the following items:

(6.1) Council Minutes from Special Meeting and Regular Minutes of March 8, 2022.

(6.2) Resolution Approving Disbursements ending March 11, 2022 (Res2022-082).

(6.3) Accept 2022 Work Plans for the Park and Recreation Advisory Commission and Environmental Quality Committee.

(6.4) Resolution Accepting Utilities for Continual Maintenance for Perl Gardens (2020058) (Res2022-083).

(6.5) Resolution Approving Iron Enhanced Filtration Basin Agreement for Independent School District #284 (Wayzata High School) (Res2022-084), Resolution Approving Storm Water Agreement for Reinhard Industrial Park (Res2022-085), Resolution Approving Storm Water Agreement for Busch Land LLC (Res2022-086), and Resolution Approving Amended and Restated Stormwater Agreement for Free Lutheran Theological Seminary Corporation (Res2022-087).

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Proposed Minutes Page 3 of 6 Regular Meeting of March 22, 2022

(6.6) Resolution Designating the Consulting Engineer for the 2023 Vicksburg Lane Landscaping Improvements (St230006) (Res2022-088).

(6.7) Resolution Approving Temporary Liquor License Application of Wings for Widows (Res2022-089).

(6.8) Resolution Approving Temporary Liquor License Application of Plymouth Civic League May 13(Res2022-090), Resolution Approving Temporary Liquor License Application of Plymouth Civic League July 5 (Res2022-091), Resolution Approving Temporary Liquor License Application of Plymouth Civic League July 23 (Res2022-092), Resolution Approving Temporary Liquor License Application of Plymouth Civic League October 6 (Res2022-093).

(6.9) Resolution Approving Encroachment Agreement for a Retaining Wall on Property Located at 16725 57th Avenue North (Res2022-094), Resolution Approving Encroachment Agreement for aRetaining Wall on Property Located at 6040 Kimberly Lane North (Res2022-095).

With all members voting in favor, the motion carried.

Public Hearings

(7.1) Public Improvement and Assessment Hearing, Award of Contract, and Approve Supplemental Agreement for the 2022 Vicksburg Lane Improvements (ST229005)

Assistant City Engineer Payne presented this item and summarized the roadway, utility, pedestrian, and streetscape improvements and the assessment policy including ways to reduce as many road closures as possible.

In response to questions from the Council, Assistant City Engineer Payne provided the following information:

Contractor has done sub-contract work with Plymouth previously, bids were competitive Modified phasing to reduce road closures and impact on residents and businesses Utilize pavement to create bump outs for pedestrian safety by the elementary school

City Attorney Mattick advised that ordering improvements resolution, per statue, requires 4/5 of all members of the Council. He understood the statute to mean the vote would require a 4/5 majority of the full Council. He clarified that special assessments are procedurally driven and if the City does not follow procedure, it can be challenged. If an improper vote is taken, it has the potential to be challenged at any given time.

Mayor Wosje opened the public hearing.

Mayor Wosje closed the public hearing.

Motion was made by Councilmember Carroll, and seconded by Councilmember Davis, to table consideration of award of contract and supplemental agreement for the 2022 Vicksburg Lane

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Proposed Minutes Page 4 of 6 Regular Meeting of March 22, 2022

Improvements (ST229005) until the April 12, 2022 City Council meeting. With members Davis, Willis, Wosje, Carroll, and Prom voting yes, and Councilmember Roehl abstaining, the motion carried 5-0.

City Attorney Mattick noted usually there is a 60-day provision period to award contracts. Deputy Public Works Director/City Engineer LaBounty stated if the City waits on awarding this contract until the end of April, it will push against the construction deadline.

Mayor Wosje suggested adhering to the advice and professional opinion of Deputy Public Works Director/City Engineer LaBounty who declared the island will make crossing the street safer.

City Manager Callister noted if City Council delays this project, it could potentially delay project ordersand may delay the bid until next year, causing inflation costs to rise and potentially decrease the number of bids.

(7.2) Public Hearing on Establishing Tax Increment Financing District 7-11 (Doran, Bassett Creek Apartments)

Community and Economic Development Director Parr and Senior Planner Sommers presented this itemand requested the Council open the public hearing and hold it over until after General Business Item 8.1.

Community and Economic Development Director Parr discussed parking in detail and suggested basing parking spaces on how many bedrooms are in each apartment versus of how many apartment units are in the building.

Mayor Wosje opened the public hearing and continued it until General Business Item 8.1 was complete.

General Business

(8.1) Comprehensive Plan Reguiding and Text Amendment, Rezoning, PUD General Plan, and Preliminary Plat for Bassett Creek Apartment at 10000 Highway 55 (Doran RE Partners LLC - 2021081)

Community and Economic Development Director Parr stated if parking causes a need for public safety, the City would have the ability to go to the developer, require more parking, and the violation of theordinance could be enforced.

Tony Kuechle, representing Doran Development, addressed the parking concerns and commented he believes Plymouth’s parking ordinance is outdated and should be adjusted according to new guidelines. Mr. Kuechle stated this project has more parking than any project he has done in 10 years so he feelsconfident it will be enough.

In response to questions from the Council, Mr. Kuechle provided the following information: More parking could be available, if needed Parking is on the bottom two levels with some dedicated stalls for larger vehicles 10% of the parking stalls will be EV charging stations with ability to increase to 20% Currently not meeting the wetland buffer setback but meeting the watershed requirement Spreading out the 20% of affordable housing units across all apartment sizes

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Proposed Minutes Page 5 of 6 Regular Meeting of March 22, 2022

Without TIF, this land would be unusable Revitalize this area by marketing to empty nesters and higher age residents Possible site improvements to add sidewalk

Community and Economic Development Director Parr stated this project did not have any shadow issues because it was located far enough to the north of the site.

Stacy Kvilvang of Ehlers and Associates shared details on the tax increment with specific dates and amounts.

Mayor Wosje closed the public hearing, which was opened during Item 7.2.

Motion was made by Councilmember Carroll, and seconded by Councilmember Willis, to adopt Resolution Approving a Comprehensive Plan Amendment to Reguide Roughly 7.4-Acres from C-O to MXD And Text Amendment to Increase the Density Maximums in the MXD Guiding for “Bassett Creek Apartments” (2021081) (Res2022-096), Ordinance Amending Chapter 21 (Zoning Ordinance) of the City Code to Reclassify Certain Land Located at 10000 Highway 55 (2021081) (Ord2022-03), Resolution Approving Findings of Fact for the Rezoning of Land Located at 10000 Highway 55 (2021081) (Res2022-097), and Resolution Approving a PUD General Plan and Preliminary Plat for Doran RE Partners, LLC for “Bassett Creek Apartments” for Properties Located at 10000 Highway 55 (2021081) (Res2022-098). With all members voting in favor, the motion carried.

Motion was made by Councilmember Carroll, and seconded by Councilmember Willis, to adopt Resolution Approving the Modification to the Development Program for Development District No. 7; Establishing Tax Increment Financing District No. 7-11 (Doran) within Development District No. 7; Approving the Tax Increment Financing Plan Therefor and Authorizing the Execution of a Development Agreement (Res2022-099) and Resolution Approving the Terms of up to a $50,000 Interfund Loan in Connection with Proposed Tax Increment Financing District No. 7-11 (Res2022-100). With all members voting in favor, the motion carried.

(8.2) Adopt Ordinance Adopting Ward Boundaries, Resolution Adopting Precinct Boundaries, and Resolution Designating Polling Locations

City Clerk/Administrative Coordinator Gallup presented this item and updated City Council on the progress.

In response to questions from the Council, City Clerk/Administrative Coordinator Gallup clarified the City boundary deadline is March 29, 2022 and the City will provide community outreach to educate the public on changes to their ward boundaries and polling locations.

Hennepin County Commissioner Anderson suggested a small change to precinct 20 and 21 in order tobalance Hennepin County’s district populations. The change would be on the western edge of precinct 21 and would use Larch Lane as the precinct boundary, setting precinct 21 as the largest and precinct 20 as the 3rd smallest in population.

Motion was made by Councilmember Carroll, and seconded by Councilmember Davis, to adopt Resolution Adopting Precinct Boundaries with a Change to the Precinct Boundary Line to Use Larch Lane

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Proposed Minutes Page 6 of 6 Regular Meeting of March 22, 2022

Between Precinct 20 and Precinct 21. With Councilmembers Davis, Carroll, Wosje voting in favor and Councilmembers Roehl, Prom, Willis voting against, motion failed 3-3.

Motion was made by Councilmember Prom, and seconded by Councilmember Willis, to adopt Ordinance Adopting Ward Boundaries for the City of Plymouth (Ord2022-04), Resolution Adopting Precinct Boundaries for the City of Plymouth (Res2022-101), and Resolution Designating Polling Locations for 2022 Elections (Res2022-102). With all members voting in favor, the motion carried.

Reports and Staff Recommendations

There were no Reports and Staff Recommendations.

Adjournment

Mayor Wosje adjourned the regular meeting at 9:30 p.m.

_________________________________________Jodi Gallup, City Clerk/Administrative Coordinator

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Regular CityCouncil

April 12, 2022

AgendaNumber: 6.2

To: Dave Callister, City Manager

Prepared by: Tammy Geurkink, Finance Clerk

Reviewed by: Jenny Rhode, Finance Manager

Item: Approve disbursements

1. Action Requested: Adopt resolution approving disbursements.

2. Background: Attached are lists of City fund disbursements for the period ending 4/1/22.

3. Budget Impact:N/A

4. Attachments:Check Register ReportCheck Register Report - UB RefundsHCV Payment RegisterInvoice Expense DistributionResolution

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Check Payment Register03/12/2022 04/01/2022to

03/01/2022 $1,287.87 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Halverso

Total PriceItem Description

$675.00 US Ice Rink Education Course-Jake Lecy$612.87 Sparx Skate Sharpening Replacement Rings

03/01/2022 $116.43 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Lemen

Total PriceItem Description

$116.43 Fedex Office-Coil premium, Fleet Farm

03/01/2022 $91.58 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Cwayna

Total PriceItem Description

$91.58 Community Engagement Purchase for SRO's and Seniors Programs

03/01/2022 $976.28 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Gallup

Total PriceItem Description$326.28 Bruegger's-Senate Bonding Tour & Potbelly-Council Study Session$550.00 2 -MCFOA Annual Conference$100.00 Green Mill - Deposit for Boards & Commissions Recognition Event

03/01/2022 $611.37 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Kastner

Total PriceItem Description

$611.37 Government Social Media Conference, Facebook Ads

03/01/2022 $611.31 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Dehn

Total PriceItem Description$30.40 binder dividers

$281.46 stool, keyboard covers$40.89 sign holders

$225.00 Storage container$41.10 home plate$43.94 cold packs

($51.48)return of broken stool

03/01/2022 $314.42 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Northway

Total PriceItem Description$78.62 Canvas Prints

$235.80 Park Bldg Filters

03/01/2022 $485.00 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Swartzer

Total PriceItem Description

$485.00 MPSTMA Dues, ISA and Arbor Day Foundation Memberships

03/01/2022 $679.80 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv.

F021522-Anderson Total PriceItem Description

$42.90 Coffee Dispenser$110.00 FBI National Academy Dues$403.22 Monitor Arm$106.72 Blue Ray Recordable Media Discs$16.96 Envelopes

Page 1 of 48 4/4/2022 14

03/01/2022 $2,721.69 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Gilmore

Total PriceItem Description$2,721.69 BCA Training credit, Warrant writing training, lodging, rifle

03/01/2022 $45.84 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Johnson

Total PriceItem Description

$45.84 Fuel

03/01/2022 $1,801.63 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Kuklok

Total PriceItem Description

$1,801.63 Feb 22 Visa SOTA Conference & slings tax

03/01/2022 $593.40 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Swiatkie

Total PriceItem Description

$593.40 Property Room Supplies

03/01/2022 $6,711.64 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Wilson

Total PriceItem Description

$417.90 STORM Warrant Writing$250.00 BCA Training-Fadden$750.00 High Threat CQB Training$250.00 BCA Training-R Topp$185.00 MNCIT Cultural Awareness-Hendrickson$185.00 MNCIT Mental Health-Hendrickson$225.00 Open Source Investigations-Magy$149.00 Report Writing-Magy$180.00 Interview and Interrogations-Kuklok$250.00 ATOM Dues$34.85 Cub Foods-water supplies for training$50.00 CSM Negotiator Training$90.00 CSM Negotiator Training-Groth$79.00 SOTA Conference-Negotiators$79.00 SOTA Conference-Negotiators-Passig$79.00 SOTA Conference-Negotiators-Ohl$79.00 SOTA Conference-Negotiators-Groth

$149.46 Shadowbox-Hamborg$2,094.75 Building Clearing Tactics-SWAT

$699.98 Negotiators Team Leadership$50.00 ILEETA Membership-Flynn

$375.00 TASER Instructor-Gerads$129.85 Brueggers-Snacks for Training$129.85 Brueggers-Snacks for Training

($250.00)BCA Training credit

03/01/2022 $1,534.95 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Keith

Total PriceItem Description$46.53 Lunch for salt training

$908.00 SignCad software$280.47 Bibs for staff$299.95 Brine sensor

03/01/2022 $62.35 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Rosemey

Total PriceItem Description

$62.35 Sandisk memory cards

03/01/2022 $366.39 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Fadden

Total PriceItem Description

$58.00 Evident - Property Room Packaging Supplies

Page 2 of 48 4/4/2022 15

$190.00 IACP Membership Dues for 2022$118.39 Davanni's - food for staff called in for homicide investigation

03/01/2022 $424.76 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Coppa

Total PriceItem Description$159.76 Web cameras for command staff and stations$215.00 International Fire Chiefs Association membership- Coppa$50.00 Hennepin Healthcare- Coppa EMS Update Conference

03/01/2022 $312.12 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Dreelan

Total PriceItem Description

$425.00 Lock boxes($112.88)Vista Print credit

03/01/2022 $495.00 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv.

F021522-McKenzie Total PriceItem Description

$155.00 Scharenbroich SWPPP Training$215.00 Scharenbroich Const Site Manager Training$125.00 Scharenbroich Storm water treatment recert training

03/01/2022 $53.33 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Whalen

Total PriceItem Description

$28.33 Label Tape - CD$25.00 SLUC - Monthly Meeting 2/23/22 - Shawn Drill

03/01/2022 $432.45 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Fram

Total PriceItem Description

$148.00 Youth Art Program Supplies$18.98 Dance Program Supplies$10.74 Music Subscription$25.97 Senior Event Supplies$67.79 Senior Event Supplies$74.99 Music Program Supplies$85.98 Music Program Supplies

03/01/2022 $441.73 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Lauer

Total PriceItem Description

$47.00 Food Permit - Fire & Ice$367.77 Batteries - Fire & Ice$54.91 Batteries - Fire & Ice$27.93 Supplies - Fire & Ice

($55.88)Battery Return - Fire & Ice

03/01/2022 $639.39 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Yandell

Total PriceItem Description$74.69 Birthday Party Supplies for Pool Parties$41.40 Cookie purchase for birthday party

$5.00 Stuffing for birthday goodie bags$85.44 Disposable & keychain masks for safety classes$54.99 Pool party supplies for rental$35.23 Drinks for Fire and Ice volunteers

$4.49 Ice for Fire and Ice drinks$36.00 Deposit for birthday party cookies$36.00 Deposit for birthday party cookies

$195.85 Pool party supplies for rental$70.30 Shark Pool Party themed supplies

03/01/2022 $428.40 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Pearson

Page 3 of 48 4/4/2022 16

Total PriceItem Description$28.66 Disinfectant Wipes$32.24 HDMI Cords

$367.50 Date Night at the Hilde Contract

03/01/2022 $885.82 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Reed

Total PriceItem Description

$285.00 MNIAAI training for Passig$350.20 Cleaning equipment for locker rooms$108.25 Covert phones for SIU$37.92 Forfeiture title transfer 20-37648$65.85Registration tab SIU vehicle Ford$38.60 Hosted Department training UAV class - coffee

03/01/2022 $2,129.88 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Topp

Total PriceItem Description

$106.02 CSO Supplies-lockout kit$75.44 Misc-boot brush (Grainger)

$1,309.78 Medical Supplies-patrol (Boundtree)$638.64 K9 Conference hotel-Mankato

03/01/2022 $334.01 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv.

F021522-Dobmeier Total PriceItem Description$200.00 DOT Certification Class Ryley & Eric$134.01 License Renewals 1708, 1712, 1713, 1715, 1720 & 1721

03/01/2022 $481.80 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Hanson

Total PriceItem Description

$182.31 Mailboxes for CD$69.33 Mineral Oil for Drains PCC$48.89 Brute caddy PCC$55.31 Office wall pockets CH$47.96 Janitorial gloves PCC$78.00 Spill Magic cleanup powder PCC

03/01/2022 $4,185.72 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Leiseth

Total PriceItem Description

$25.51 Shipping - Century link Switch$172.85 Azure Monthly$100.00 ArcGIS Online

$11.99 Cables$197.93 Web Cam/Headset Indicators Creek

$5.00 RecTrac Test($5.00)RecTrac Test

$105.97 Wireless Key/Mouse ,foot Wrest, cable tethers$9.99 Cables - Chris Labounty

$53.96 Asana$452.20 Digicert - SSL Remote.plymouthmn.gov$452.20 Digicert - SSL Remote.plymouthmn.gov$24.99 Mount$29.99 Mount$12.00 Google

$189.00 Laser Printer SRO Kyle K$346.50 License for Creek Clocks in Dome$494.45 Asana$131.88 Asana

$1,050.00 Duo Monthly$58.22 Plantronics Electronic Hook Switches

$106.45 Apple Developer Maint$159.64 Keyboard/Mouse - Jason Woyak

03/01/2022 $574.28 Check Date Paid: Amount: EFT Us Bank Visa

Page 4 of 48 4/4/2022 17

02/15/2022Inv. F021522-Mosack

Total PriceItem Description$30.98 Dance Recital Costumes$45.00 Staff training

$498.30 Dance Recital Costumes

03/01/2022 $3,566.06 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Hemp

Total PriceItem Description

$756.60 Amazon-PCC project Clocks$109.99 Amazon- PCC Project- BillCounter$140.58 Magnum-PCC Project Radio Clips($9.84)Magnum-PCC Project Radio Clips -Tax Refune

$677.63 PCC Project-Gym Equipment$10.68 Amazon-PCC project Ball Pumps

$213.20 Amazon-PCC project Ball Pumps$63.81 Amazon - PCC Project/Gym Equipment

$248.22 Flaghouse-PCC Project Gym Equipment$42.90 Amazon-Office Supplies$48.30 Best Buy-PCC Project Iphone connectors

$780.00 When to Work-Scheduling software$384.00 Survey Monkey Yearly Subscription$99.99 Otter- Meeting Transcription PRAC

03/01/2022 $610.00 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Goehring

Total PriceItem Description$610.00 Certified Playground Safety Inspector Course/Exam

03/01/2022 $959.07 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Koch

Total PriceItem Description

$182.35 Target - Fire & Ice Event supplies$224.19 Wal-Mart - Fire & Ice Event supplies$264.45 Jimmy Johns - Fire & Ice Event food$33.83 Wal-Mart - Rec Book$26.97 Amazon - Tot Run program medals

$227.28 4Imprint - Tot Run T-shirts

03/01/2022 $1,070.00 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Parr

Total PriceItem Description

$310.00 EB 10000 Lakes Chapter - Membership - Building Dept.$400.00 AMBO - Membership - Building Dept.$65.00 DOLI - License Fees - Tyson Jenkins

$295.00 Economic Development - 2022 EDAM Membership - Danette Parr

03/01/2022 $587.81 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Baker

Total PriceItem Description

$32.00 EMT certification$25.97 Training supplies

$318.56 Meal Ticket- National Fire Academy$3.21 Training Supplies

$79.86 Training Supplies$132.15 Training supplies$25.00 EMS class registration

($28.94)Jones & Bartkett Learning tax credit

03/01/2022 $789.00 Check Date Paid: Amount: EFT Us Bank Visa02/15/2022Inv. F021522-Kone

Total PriceItem Description

$789.00 APA job posting, SHRM Membership, PERLA Membership

03/18/2022 $31,178.30 Check Date Paid: Amount: EFT Further03/18/2022Inv. 2022-00000064

Page 5 of 48 4/4/2022 18

Total PriceItem Description$57.05 03/25/2022 Benefit VEBA Contributions for PT EE's

$31,121.25 03/25/2022 Benefit VEBA HRA

03/18/2022 $2,183.30 Check Date Paid: Amount: EFT MN Afscme Council #503/18/2022Inv. 2022-00000069

Total PriceItem Description

$1,416.59 03/25/2022 Deduction Maintenance Union Dues$762.41 03/25/2022 Deduction CTP Union Dues

$4.30 03/25/2022 Deduction AFSCME DUES W/ PEOPLE DED

03/18/2022 $1,049.82 Check Date Paid: Amount: EFT MN Child Support Payment Center03/18/2022Inv. 2022-00000070

Total PriceItem Description$173.97 03/25/2022 Deduction Child Support$173.97 03/25/2022 Deduction Child Support$570.83 03/25/2022 Deduction Child Support$131.05 03/25/2022 Deduction Child Support

03/18/2022 $712.50 Check Date Paid: Amount: EFT Plymouth Professional Firefighters MN Local 515903/18/2022Inv. 2022-00000073

Total PriceItem Description

$712.50 03/25/2022 Deduction Firefighter Union Dues

03/21/2022 $13,984.00 Check Date Paid: Amount: EFT MN Dept of Revenue02/28/2022Inv. F022822-1

Total PriceItem Description

$13,984.00 State, County and Transit tax - Feb 2022

03/15/2022 $9,232.24 Check Date Paid: Amount: EFT MN Dept of Labor And Industry02/28/2022Inv. F031522

Total PriceItem Description

$9,232.24 Building Permit Surcharge Feb 2022

03/21/2022 $17,828.03 Check Date Paid: Amount: EFT Delta Dental of MN02/28/2022Inv. CNS0000915420

Total PriceItem Description

$17,828.03 Delta Dental Claims Feb 2022

03/21/2022 $1,602.30 Check Date Paid: Amount: EFT Delta Dental of MN02/28/2022Inv. CNS0000912410

Total PriceItem Description

$1,602.30 Delta Dental Admin Fees Feb 2022

03/23/2022 $1,126.15 Check Date Paid: Amount: EFT Further03/08/2022Inv. 16015434

Total PriceItem Description

$1,126.15 VEBA & FSA Admin Fees - Mar 2022

03/14/2022 $1,524.50 Check Date Paid: Amount: EFT Us Bank - Account Analysis & Billing02/28/2022Inv. F022822

Total PriceItem Description

$1,524.50 Analysis service charge Feb 2022

03/18/2022 $68.00 Check Date Paid: Amount: 147220 Ann Empkey03/14/2022Inv. Import - 9864

Total PriceItem Description

$68.00 Park and Rec Refund

03/18/2022 $141.33 Check Date Paid: Amount: 147221 Karen Majeske03/09/2022Inv. Import - 9861

Total PriceItem Description$9.33 Park and Rec Refund

03/09/2022Inv. Import - 9862

Total PriceItem Description

$53.00 Park and Rec Refund

Page 6 of 48 4/4/2022 19

03/09/2022Inv. Import - 9863

Total PriceItem Description$79.00 Park and Rec Refund

03/18/2022 $369.00 Check Date Paid: Amount: 147222 SUNDERLAND PLUMBING INC03/14/2022Inv. 00334104

Total PriceItem Description

$369.00 Refund - Permit - P202201787 - Permit - P202201788

03/18/2022 $70.00 Check Date Paid: Amount: 147223 Trisha Johnson03/09/2022Inv. Import - 9860

Total PriceItem Description

$70.00 Park and Rec Refund

03/18/2022 $445.50 Check Date Paid: Amount: 147224 3M03/02/2022Inv. 9415306695

Total PriceItem Description

$853.50 ElectroCut film, reflective sheeting

11/01/2021Inv. 9720419361

Total PriceItem Description

($408.00)Electrocut film - credit

03/18/2022 $79.49 Check Date Paid: Amount: 147225 Able Hose & Rubber LLC02/28/2022Inv. 227113001

Total PriceItem Description$79.49 Rubber water suction hose

03/18/2022 $14,255.00 Check Date Paid: Amount: 147226 Ace Lock & Safe Co Inc03/05/2022Inv. A103101

Total PriceItem Description

$172.00 Replace ASA plate - PCC

02/28/2022Inv. A103140

Total PriceItem Description

$6,777.00 Lock/Secuirty set for F2$4,518.00 Lock/Security set for F3

03/03/2022Inv. A103154

Total PriceItem Description

$2,788.00 Entry Door Replacement - ST73

03/18/2022 $113.95 Check Date Paid: Amount: 147227 Acme Tools03/09/2022Inv. 9716047

Total PriceItem Description

$113.95 Forestry Supplies

03/18/2022 $505.00 Check Date Paid: Amount: 147228 Action Fleet Inc03/10/2022Inv. I4880

Total PriceItem Description

$505.00 Refurbish equipment, window tint #1723

03/18/2022 $508.50 Check Date Paid: Amount: 147229 Advanced Irrigation Inc03/31/2022Inv. 20648523

Total PriceItem Description

$508.50 Snow plowing Mar 2022

03/18/2022 $257.40 Check Date Paid: Amount: 147230 Andy's Lawncare03/01/2022Inv. 32542

Total PriceItem Description$257.40 Snow removal Mar 2022

03/18/2022 $205.00 Check Date Paid: Amount: 147231 Artistic Moments/Kris Holtmeyer03/14/2022Inv. F031422

Total PriceItem Description

$205.00 St. Patrick's Day Candy Art course 3/14/22

03/18/2022 $350.00 Check Date Paid: Amount: 147232 Association of Minnesota Counties03/14/2022Inv. F031422

Page 7 of 48 4/4/2022 20

Total PriceItem Description$350.00 MN City/Count Facility Association Membership

03/18/2022 $37,021.25 Check Date Paid: Amount: 147233 B's Lawn & Landscapes / Lee Brown03/07/2022Inv. 3040

Total PriceItem Description

$9,937.50 3/06/22 Cul-de-sac plowing

03/08/2022Inv. 3041

Total PriceItem Description

$9,965.00 2/22/22 Cul-de-sac plowing

03/08/2022Inv. 3042

Total PriceItem Description

$9,611.25 1/15/22 Cul-de-sac plowing

03/08/2022Inv. 3043

Total PriceItem Description

$7,507.50 1/05/22 Cul-de-sac Plowing

03/18/2022 $4,009.00 Check Date Paid: Amount: 147234 Bach To Rock / Js Music03/14/2022Inv. SR0131

Total PriceItem Description$4,009.00 Music classes 1/31-2/28/22

03/18/2022 $104.12 Check Date Paid: Amount: 147235 Batteries Plus Bulbs03/07/2022Inv. P49521490

Total PriceItem Description

$104.12 Training site generator battery

03/18/2022 $30,872.00 Check Date Paid: Amount: 147236 Baycom Inc.02/22/2022Inv. EQUIPINV036726

Total PriceItem Description

$25,112.00 Panasonic toughbook CF-33 RZ003VM$5,760.00 Havis Vehicle dock with Hard wire power

$0.00 See Quote SC20211214B for Details

03/18/2022 $273.50 Check Date Paid: Amount: 147237 Benefit Extras, Inc.03/07/2022Inv. 107551

Total PriceItem Description

$273.50 Cobra & Retiree Admin Fee Feb 2022

03/18/2022 $511.74 Check Date Paid: Amount: 147238 Best Outdoor Services03/01/2022Inv. 21886

Total PriceItem Description

$511.74 Snow removal Mar 2022

03/18/2022 $800.00 Check Date Paid: Amount: 147239 Brent Ryan01/25/2022Inv. F012522

Total PriceItem Description

$800.00 Reimbursement for damaged mailboxes

03/18/2022 $325.44 Check Date Paid: Amount: 147240 C Emery Nelson03/04/2022Inv. 38709

Total PriceItem Description

$325.44 Oil - Central plant blowers

03/18/2022 $741.01 Check Date Paid: Amount: 147241 Canteen Refreshment Services03/03/2022Inv. MSP41019

Total PriceItem Description

$150.60 Concession supplies - PIC

03/10/2022Inv. MSP41285

Total PriceItem Description

$306.02 Concession supplies - PIC

03/15/2022Inv. MSP41596

Total PriceItem Description

$284.39 Concession supplies - PIC

Page 8 of 48 4/4/2022 21

03/18/2022 $23.00 Check Date Paid: Amount: 147242 Chris Capecchi11/09/2021Inv. F110921

Total PriceItem Description$23.00 MDH license renewal fee

03/18/2022 $14,486.32 Check Date Paid: Amount: 147243 CDW Government Inc03/03/2022Inv. T003031

Total PriceItem Description

$7,911.12 Computer order for F2 and F3

03/07/2022Inv. T084598

Total PriceItem Description

$1,390.54 Apple Ipad Pro

03/07/2022Inv. T084916

Total PriceItem Description

$2,569.60 LG 24" IPS LED monitors

03/07/2022Inv. T084917

Total PriceItem Description

$2,569.60 LG 24" IPS LED monitors

03/09/2022Inv. T207304

Total PriceItem Description$45.46 Ingenico ISMP4 batteries

03/18/2022 $14,372.95 Check Date Paid: Amount: 147244 Centerpoint Energy03/08/2022Inv. F030822

Total PriceItem Description

$12.28 Gas bill acct 116555343 - FS2

03/09/2022Inv. F030822-1

Total PriceItem Description

$2,042.78 Gas bill acct 115318545 - FS3

03/09/2022Inv. F030922

Total PriceItem Description

$9,669.53 Gas bill acct 114640949

03/09/2022Inv. F030922-2

Total PriceItem Description

$2,648.36 Gas bill acct 114630676

03/18/2022 $355.91 Check Date Paid: Amount: 147245 Centurylink/Lumen03/04/2022Inv. F0304222822

Total PriceItem Description

$79.82 Phone Line 763-476-2822 Mar 2022

03/10/2022Inv. F0310220809

Total PriceItem Description

$79.82 Phone line 763-559-0809 Mar 2022

03/10/2022Inv. F0310226583

Total PriceItem Description$183.03 Phone Line 763-559-6583 Mar 2022

03/10/2022Inv. F0310229201

Total PriceItem Description

$13.24 Phone Line 763-559-9201

03/18/2022 $9,653.01 Check Date Paid: Amount: 147246 Cigna Group Insurance/Lina03/01/2022Inv. 15526030122

Total PriceItem Description

$9,653.01 March Life Insurance, LTD, AD/D, STD Premium

03/18/2022 $74.89 Check Date Paid: Amount: 147247 Cintas Corporation03/07/2022Inv. 4112616907

Total PriceItem Description

$74.89 Janitorial supplies PIC

03/18/2022 $340.00 Check Date Paid: Amount: 147248 Shea Coghlan-Peppard03/17/2022Inv. F031722

Page 9 of 48 4/4/2022 22

Total PriceItem Description$340.00 Water Safety Instructor course

03/18/2022 $4,000.00 Check Date Paid: Amount: 147249 Community Mediation Services03/18/2022Inv. F031822

Total PriceItem Description

$4,000.00 Social Services Funding 2022 - Mediation Services

03/18/2022 $70,693.65 Check Date Paid: Amount: 147250 Compass Minerals/North American Salt02/17/2022Inv. 956507

Total PriceItem Description

$28,516.31 Road salt - 391.60 tons

02/18/2022Inv. 957383

Total PriceItem Description

$17,495.73 Road salt - 240.26 tons

02/23/2022Inv. 960315

Total PriceItem Description

$7,187.33 Road salt - 98.70 tons

02/24/2022Inv. 961554

Total PriceItem Description$11,457.50 Road salt - 157.34 tons

02/28/2022Inv. 963915

Total PriceItem Description

$6,036.78 Road salt - 82.90 tons

03/18/2022 $660.80 Check Date Paid: Amount: 147251 Constantine Dance Classes03/15/2022Inv. F031522

Total PriceItem Description

$660.80 Ballroom dancing for beginners classes 2/19-3/12/22

03/18/2022 $217.50 Check Date Paid: Amount: 147252 Crawford Door Sales of The Twin Cities03/09/2022Inv. 45193

Total PriceItem Description

$217.50 Repair north side G2 gate - PW

03/18/2022 $29.98 Check Date Paid: Amount: 147253 Cub Foods03/08/2022Inv. 146

Total PriceItem Description

$29.98 Food for Council

03/18/2022 $450.00 Check Date Paid: Amount: 147254 Dale Eggert Outdoors03/08/2022Inv. 3822a

Total PriceItem Description

$450.00 10 Wood Duck House Kits

03/18/2022 $480.00 Check Date Paid: Amount: 147255 Distinctive Window Cleaning Inc / Acme Window Clea03/07/2022Inv. 20964

Total PriceItem Description

$480.00 Glass cleaning - PCC 2/9-2/28/22

03/18/2022 $395.00 Check Date Paid: Amount: 147256 Dynamic Design Software / Daniel Andresen03/12/2022Inv. 2203121356

Total PriceItem Description$395.00 Crime Free Multi Housing Maintenance 1/1/22 - 1/1/24

03/18/2022 $2,843.00 Check Date Paid: Amount: 147257 Eag-Led LLC02/28/2022Inv. F022822

Total PriceItem Description

$2,843.00 High bay lights - PIC

03/18/2022 $520.80 Check Date Paid: Amount: 147258 Easy Crafts LLC03/14/2022Inv. F031422

Total PriceItem Description

$520.80 Winter 2022 Workshops 3/11/22

03/18/2022 $1,153.25 Check Date Paid: Amount: 147259 ECM Publishers Inc

Page 10 of 48 4/4/2022 23

02/24/2022Inv. 878955

Total PriceItem Description$41.65 PH - Redistricting Ward & Precincts

02/24/2022Inv. 878956

Total PriceItem Description

$47.60 PH - Brew Park Liquor

03/03/2022Inv. 880141

Total PriceItem Description

$71.40 Publication - Ord #2022-01

03/10/2022Inv. 881248

Total PriceItem Description

$396.90 PH - 2022 Vicksburg Lane Improvements

03/10/2022Inv. 881249

Total PriceItem Description

$387.45 CR 47 Reconstruction Bid

03/10/2022Inv. 881251

Total PriceItem Description$124.95 PH - TTD Land Holdings

03/10/2022Inv. 881252

Total PriceItem Description

$83.30 PH - Loucks Associates

03/18/2022 $2,076.00 Check Date Paid: Amount: 147260 Egan Company03/08/2022Inv. JC10232246

Total PriceItem Description

$1,515.00 Convert PS VAV to NW Ecostructure hardware, update graphics

03/09/2022Inv. SVC0000117322

Total PriceItem Description

$561.00 Repair water meter at fill station - PW

03/18/2022 $425.50 Check Date Paid: Amount: 147261 Electronic Communication Systems Llc/Ecsi03/11/2022Inv. 22030148

Total PriceItem Description

$425.50 Replace CAT6 cable

03/18/2022 $528.35 Check Date Paid: Amount: 147262 Emergency Apparatus Maintenance Inc03/10/2022Inv. 122134

Total PriceItem Description

$318.55 Seat sensors, drain valve #43 (E-31)

03/10/2022Inv. 122265

Total PriceItem Description

$209.80 Auto Current A parts #43 (E-31)

03/18/2022 $350.27 Check Date Paid: Amount: 147263 Factory Motor Parts Co01/20/2022Inv. 128Z10942

Total PriceItem Description($229.68)Battery core credit

03/04/2022Inv. 159064347

Total PriceItem Description

$22.57 Fuel water separator - stock

03/04/2022Inv. 17435303

Total PriceItem Description

$32.96 Lube filter - stock

03/04/2022Inv. 17435334

Total PriceItem Description

$18.33 Fuel water separator

03/11/2022Inv. 17453677

Total PriceItem Description

$132.56 Cabin air panel, radial seals, lube filters - stock

03/04/2022Inv. 70479729

Total PriceItem Description$82.47 Fuel Filters - Stock

Page 11 of 48 4/4/2022 24

03/07/2022Inv. 70479828

Total PriceItem Description$36.01 Screen asy - stock

03/07/2022Inv. 70479832

Total PriceItem Description

$24.97 Transmission fluid - stock

03/08/2022Inv. 70479996

Total PriceItem Description

($151.59)Alternator credit

03/09/2022Inv. 70480116

Total PriceItem Description

$80.73 Sensor #50

03/10/2022Inv. 70480256

Total PriceItem Description

$71.26 Sensor - #50

03/14/2022Inv. 70480389

Total PriceItem Description$229.68 Batteries - #5049 & stock

03/18/2022 $587.82 Check Date Paid: Amount: 147264 Ferguson Waterworks02/18/2022Inv. 0487417

Total PriceItem Description

$354.60 1-1/4 curb boxes

03/01/2022Inv. 04889741

Total PriceItem Description

$233.22 Breakable flanges

03/18/2022 $2,330.39 Check Date Paid: Amount: 147265 File of Life Foundation Inc03/07/2022Inv. H32313

Total PriceItem Description

$2,330.39 File of Life magnets & decals

03/18/2022 $52,700.00 Check Date Paid: Amount: 147266 Fire Equipment Specialties03/03/2022Inv. 10959

Total PriceItem Description

$52,700.00 17 new sets of turnout gear

03/18/2022 $280,055.18 Check Date Paid: Amount: 147267 First Transit Inc03/10/2022Inv. 1178683

Total PriceItem Description

$260,397.43 Transit Services February 2022 - Contracted$24,598.14 Transit Services February 2022 - Feb 2022 Fuel($2,800.87)Transit Services February 2022 - Click and Ride Fares

($519.52)Transit Services February 2022 - Fixed Route Fares($1,620.00)Transit Services February 2022 - Click and Ride Card Sales

03/18/2022 $2,437.05 Check Date Paid: Amount: 147268 Flexible Pipe Tool Co/Bdg Inc03/11/2022Inv. 27235

Total PriceItem Description

$2,330.00 Sewer hose, pressure gauge

03/11/2022Inv. 27236

Total PriceItem Description

$107.05 Pressure gauge #391

03/18/2022 $537.86 Check Date Paid: Amount: 147269 Forklifts of Minnesota Inc03/08/2022Inv. 01P8997580

Total PriceItem Description

$537.86 .55 HP motor-adapter - Unit #789

03/18/2022 $258.00 Check Date Paid: Amount: 147270 Gartner Refrigeration & Mfg03/04/2022Inv. IP007934

Total PriceItem Description$258.00 2 - 5 gal CAMCO717SC Oil

Page 12 of 48 4/4/2022 25

03/18/2022 $1,573.72 Check Date Paid: Amount: 147271 Gary Carlson Equipment Co10/07/2021Inv. 122562-1

Total PriceItem Description$1,573.72 6 Ft Static struts

03/18/2022 $387.45 Check Date Paid: Amount: 147272 Gopher State One-Call, Inc.02/28/2022Inv. 2020682

Total PriceItem Description

$387.45 Locates - Feb 2022

03/18/2022 $90.44 Check Date Paid: Amount: 147273 Grafix Shoppe03/08/2022Inv. 143607

Total PriceItem Description

$90.44 Non-reflective shield, numbers COP Auto 2022-03

03/18/2022 $544.18 Check Date Paid: Amount: 147274 Grainger02/23/2022Inv. 9222458391

Total PriceItem Description

$106.49 Air filters, fuse

03/04/2022Inv. 9233233312

Total PriceItem Description

$39.21 Drawer slide, lever

03/04/2022Inv. 9233233320

Total PriceItem Description$113.86 Wireless doorbell button alert

03/08/2022Inv. 9237641965

Total PriceItem Description

$57.54 Double seal valve cap

03/08/2022Inv. 9237641973

Total PriceItem Description

$153.66 Tire valve, truck valve extensions

03/08/2022Inv. 9237641981

Total PriceItem Description

$73.42 Dead blow hammer

03/18/2022 $306.00 Check Date Paid: Amount: 147275 Green Stuff Outdoor Services03/01/2022Inv. 388538

Total PriceItem Description

$306.00 Snow removal Mar 2022

03/18/2022 $999.18 Check Date Paid: Amount: 147276 Greenway Lawn Maintenance Inc03/01/2022Inv. F030122

Total PriceItem Description

$999.18 Snow removal Mar 2022

03/18/2022 $1,670.00 Check Date Paid: Amount: 147277 Hawkins Ash CPAs LLP03/09/2022Inv. 3147657

Total PriceItem Description

$295.00 Monthly Accounting Services - Plymouth HRA Feb 2022$1,375.00 REAC Unaudited Submission

03/18/2022 $7,110.41 Check Date Paid: Amount: 147278 Hawkins Inc02/23/2022Inv. 6129436

Total PriceItem Description$7,110.41 Chemicals - ZWP

03/18/2022 $284,069.82 Check Date Paid: Amount: 147279 Healthpartners Insurance Co Inc03/11/2022Inv. 111332273

Total PriceItem Description

$284,069.82 2022 Medical Insurance Premiums - Apr 2022

03/18/2022 $25.74 Check Date Paid: Amount: 147280 Hennepin County Treasurer03/02/2022Inv. 1000183263

Total PriceItem Description

Page 13 of 48 4/4/2022 26

$25.74 Hennepin County Radio Fee (800MHz patch radio) Feb 2022

03/18/2022 $2,273.22 Check Date Paid: Amount: 147281 Hennepin County Treasurer02/28/2022Inv. 1000182593

Total PriceItem Description$2,273.22 HC Booking & Per Diem Feb 2022

03/18/2022 $6,739.74 Check Date Paid: Amount: 147282 Hennepin County Treasurer03/02/2022Inv. 1000183227

Total PriceItem Description

$6,739.74 Radio/MESB/Fleet fees Feb 2022

03/18/2022 $225.00 Check Date Paid: Amount: 147283 Hillyard Inc - Minneapolis02/28/2022Inv. 700496006

Total PriceItem Description

$225.00 Repaired floor cleaner - PIC

03/18/2022 $849.09 Check Date Paid: Amount: 147284 Home Depot03/08/2022Inv. 0015855

Total PriceItem Description

$39.98 Trufuel 4 cycle - training generator

03/08/2022Inv. 0015856

Total PriceItem Description

$19.94 2-Ryobi impact 30 piece set

03/08/2022Inv. 0314744

Total PriceItem Description$150.93 4' step ladder, hoses

03/07/2022Inv. 1015772

Total PriceItem Description

$5.98 Clothesline - hockey net repair

03/04/2022Inv. 4015362

Total PriceItem Description$18.52 Drain clean cover, access panel

03/03/2022Inv. 5350317

Total PriceItem Description

$25.94 Graffiti remover

03/02/2022Inv. 6014973

Total PriceItem Description

$28.43 Wire wheel, chalked paint

03/11/2022Inv. 7016377

Total PriceItem Description

$187.32 Cleaning

03/11/2022Inv. 7016431

Total PriceItem Description

$12.66 Velcro, wire brush, socket

03/11/2022Inv. 7203801

Total PriceItem Description($49.98)Connect hose

03/10/2022Inv. 8016247

Total PriceItem Description

$142.30 Driving bits, sockets, saw blade, wood glue

03/10/2022Inv. 8016271

Total PriceItem Description

$42.90 Concrete, propane cylinder, storage bin

03/10/2022Inv. 8016310

Total PriceItem Description

$49.85 Shovel, batteries

03/10/2022Inv. 8016329

Total PriceItem Description

$2.53 Reflective mailbox number

03/10/2022Inv. 8081630

Total PriceItem Description

Page 14 of 48 4/4/2022 27

$71.83 Grill supplies

03/09/2022Inv. 9016137

Total PriceItem Description$99.96 Torch kit

03/18/2022 $845.00 Check Date Paid: Amount: 147285 Instrumental Research Inc03/04/2022Inv. 3942

Total PriceItem Description

$845.00 Water testing Feb 2022

03/18/2022 $30,000.00 Check Date Paid: Amount: 147286 Intelligent Design Corp03/12/2022Inv. 3

Total PriceItem Description

$30,000.00 Vicksburg Crossing Window Replacement

03/18/2022 $28,642.00 Check Date Paid: Amount: 147287 Interfaith Outreach & Community Partners03/18/2022Inv. F031822

Total PriceItem Description

$19,052.00 Social Services Funding 2022 - Food Shelf

03/18/2022Inv. F031822-1

Total PriceItem Description

$9,590.00 Social Services Funding 2022 - Collaborative Serving Multi-Famil

03/18/2022 $4,805.76 Check Date Paid: Amount: 147288 International Security Products02/28/2022Inv. 3059327

Total PriceItem Description$4,805.76 Bufftech - Post & Rail

03/18/2022 $11,018.42 Check Date Paid: Amount: 147289 Itron Inc02/09/2022Inv. 613923

Total PriceItem Description

$11,018.42 Software & Hardware Maintenance 3/1/22 - 2/28/23

03/18/2022 $27,797.03 Check Date Paid: Amount: 147290 Keys Well Drilling Co03/16/2022Inv. F031622

Total PriceItem Description$27,797.03 2021 Well Rehabilitation (Well 11,13,Four Season)

03/18/2022 $11,481.56 Check Date Paid: Amount: 147291 Killmer Electric Company Inc02/28/2022Inv. W17508

Total PriceItem Description

$10,455.00 Street light globes on Vicks/36th Ave

03/08/2022Inv. W17594

Total PriceItem Description

$119.60 Repair traffic signal - Betty Crocker Dr & Hwy 169

03/08/2022Inv. W17616

Total PriceItem Description

$906.96 Repair traffic signals - Hwy 55 & Rockford Rd

03/18/2022 $6,358.00 Check Date Paid: Amount: 147292 Kleen-Tech Services, LLC02/28/2022Inv. 58444

Total PriceItem Description

$2,800.00 Janitorial Services - CH 2022$114.00 Janitorial Services - ZWP 2022$114.00 Janitorial Services - CWP 2022$322.00 Janitorial Services - FS1 2022$276.00 Janitorial Services - Transit 2022

$1,877.00 Janitorial Services - PS 2022$855.00 Janitorial Services - PW 2022

03/18/2022 $6,899.85 Check Date Paid: Amount: 147293 Klein Underground LLC08/25/2021Inv. 53371

Total PriceItem Description

$700.00 Curb raising/work - 2935 Alvarado Ln

12/07/2021Inv. 54055

Page 15 of 48 4/4/2022 28

Total PriceItem Description$3,024.50 Water repair restoration - 14505 21st Ave N

12/07/2021Inv. 54063

Total PriceItem Description

$1,085.50 Water repair restoration - 12305 48th Ave N

12/07/2021Inv. 54071

Total PriceItem Description

$2,089.85 Water repair restoration - 10th Ave & Hwy 101

03/18/2022 $4,427.93 Check Date Paid: Amount: 147294 Kris Engineering Inc03/07/2022Inv. 36326

Total PriceItem Description

$4,427.93 3ft Edges, 4ft Edges & curb bumpers - Units 292, 293, 296

03/18/2022 $209.55 Check Date Paid: Amount: 147295 Larson Companies/Peterbilt03/11/2022Inv. 2504338378

Total PriceItem Description

$209.55 Sensors, ventilation-crankcase #41 (L-21)

03/18/2022 $325.00 Check Date Paid: Amount: 147296 Least Services/Counseling LLC03/06/2022Inv. 1013

Total PriceItem Description$325.00 On call after hours - Feb 2022

03/18/2022 $1,112.07 Check Date Paid: Amount: 147297 Little Falls Machine Inc.03/09/2022Inv. 364121

Total PriceItem Description

$422.22 USB 2 piece shaft retainers, bolts, nuts - stock

03/09/2022Inv. 364145

Total PriceItem Description

$689.85 Underbody lift cylinder, adapter - Unit #2082

03/18/2022 $3,333.33 Check Date Paid: Amount: 147298 Lockridge Grindal Nauen P.L.L.P03/01/2022Inv. 113508

Total PriceItem Description

$3,333.33 Legal Services for Lobbying Mar 2022

03/18/2022 $1,077.48 Check Date Paid: Amount: 147300 Lunseth Lawn Care Professionals LLC03/01/2022Inv. 110053

Total PriceItem Description

$1,077.48 Snow removal Mar 2022

03/18/2022 $8,332.50 Check Date Paid: Amount: 147301 Magic Turf Inc.02/28/2022Inv. 17135

Total PriceItem Description

$3,712.50 Snow plowing & removal 2/22/22

03/07/2022Inv. 17137

Total PriceItem Description

$4,620.00 Snow plowing & removal 3/6/22

03/18/2022 $1,167.66 Check Date Paid: Amount: 147302 Matt's Lawn And Landscape LLC03/01/2022Inv. 38891

Total PriceItem Description$1,167.66 Snow removal Mar 2022

03/18/2022 $146.52 Check Date Paid: Amount: 147303 Mead Brothers Inc.03/01/2022Inv. 2998

Total PriceItem Description

$146.52 Snow removal Mar 2022

03/18/2022 $200.00 Check Date Paid: Amount: 147304 Nate Megard03/18/2022Inv. F031822

Total PriceItem Description

$200.00 Water Efficiency Rebate Program - Rebate Funds

03/18/2022 $478.50 Check Date Paid: Amount: 147305 Metro Water Conditioning Inc.

Page 16 of 48 4/4/2022 29

01/10/2022Inv. 110400

Total PriceItem Description$478.50 Solar salt - PW

03/18/2022 $573,015.99 Check Date Paid: Amount: 147306 Metropolitan Council03/02/2022Inv. 0001136613

Total PriceItem Description

$573,015.99 Sewer Charges for April 2022

03/18/2022 $118,087.20 Check Date Paid: Amount: 147307 Metropolitan Council03/17/2022Inv. F031722

Total PriceItem Description

$118,087.20

03/18/2022 $8.87 Check Date Paid: Amount: 147308 Midway Ford03/09/2022Inv. 704760

Total PriceItem Description

$55.46 Gasket, seals #50

03/14/2022Inv. 705560

Total PriceItem Description

$28.41 Switch - #1061

03/05/2022Inv. CM703217

Total PriceItem Description($75.00)Core credit

03/18/2022 $1,400.00 Check Date Paid: Amount: 147309 Minnesota Sword Play03/04/2022Inv. 41

Total PriceItem Description

$1,400.00 Winter fencing classes

03/18/2022 $31,700.00 Check Date Paid: Amount: 147310 Missions Inc03/18/2022Inv. F031822

Total PriceItem Description

$31,700.00 Social Services Funding 2022 - Domestic Abuse

03/18/2022 $532.00 Check Date Paid: Amount: 147311 Motorola Solutions Inc03/08/2022Inv. 8281338718

Total PriceItem Description

$308.00 Fire/Base radio system for F2 (StateContract#20927)

03/12/2022Inv. 8281342308

Total PriceItem Description

$224.00 Fire/base radio sytstem F3 (State Contract 20927)

03/18/2022 $1,800.00 Check Date Paid: Amount: 147312 Move Forward03/18/2022Inv. F031822

Total PriceItem Description

$1,800.00 Social Services Funding 2022 - Counseling for Teens in Crisis

03/18/2022 $233.00 Check Date Paid: Amount: 147313 Mr Cutting Edge LLC02/28/2022Inv. 4387

Total PriceItem Description

$80.00 Sharpen woodchipper blades Unit #6085

02/28/2022Inv. 4388

Total PriceItem Description$153.00 Ice scraper blade sharpen 77"

03/18/2022 $111.75 Check Date Paid: Amount: 147314 Ms Govern/Harris Govern-Computer/Cityview03/11/2022Inv. MUNMN0000738

Total PriceItem Description

$111.75 Annual software maintenance Bluebeam - 3/7/22-12/5/22

03/18/2022 $43.58 Check Date Paid: Amount: 147315 Napa Genuine Auto Parts Co05/26/2021Inv. 2349747199

Total PriceItem Description

$6.77 Adhesive

Page 17 of 48 4/4/2022 30

03/09/2022Inv. 2349783176

Total PriceItem Description$22.10 Locknut

03/10/2022Inv. 2349783382

Total PriceItem Description

$14.71 Auto back probe pins

03/18/2022 $256.75 Check Date Paid: Amount: 147316 Newman Traffic Signs03/14/2022Inv. TRFINV037989

Total PriceItem Description

$256.75 Special traffic signs

03/18/2022 $97.50 Check Date Paid: Amount: 147317 Northern Sanitary/Norsan03/09/2022Inv. 203835

Total PriceItem Description

$97.50 Gloves

03/18/2022 $236,178.18 Check Date Paid: Amount: 147318 Nuss Truck And Equipment03/15/2022Inv. 23851

Total PriceItem Description

$113,517.00 Replacement of single axle truck #284

03/15/2022Inv. 23852

Total PriceItem Description$122,550.00 Replacement of tandem axle - # 287

03/09/2022Inv. 4701346P

Total PriceItem Description

$111.18 Tank bracket - #2082

03/18/2022 $375.23 Check Date Paid: Amount: 147319 Office Depot03/02/2022Inv. 230795536001

Total PriceItem Description

$57.30 Pens, calculator, envelopes, post it, markers

03/03/2022Inv. 231194466001

Total PriceItem Description

$69.69 Sign holder

03/03/2022Inv. 231336404001

Total PriceItem Description

$43.55 Dry-erase markers, pens, labels, batteries

03/07/2022Inv. 231336404002

Total PriceItem Description

$88.91 Markers

03/04/2022Inv. 231336405001

Total PriceItem Description

$26.24 Thermal laminating pouches

03/08/2022Inv. 231446094001

Total PriceItem Description$62.73 Batteries, dry erase board, pens, ink

03/03/2022Inv. 231494343001

Total PriceItem Description

$65.61 Batteries, markers, highlighters, pens

03/08/2022Inv. 231919264001

Total PriceItem Description

($38.80)Dry erase board

03/18/2022 $27.67 Check Date Paid: Amount: 147320 On Time Delivery Service Inc02/28/2022Inv. 359402

Total PriceItem Description

$27.67 Delivery services - Hauler Licenses

03/18/2022 $14,386.82 Check Date Paid: Amount: 147321 Owens Companies Inc02/28/2022Inv. 97370

Total PriceItem Description

$3,647.30 Replaced CO detectors, repaired wiring - PS

Page 18 of 48 4/4/2022 31

02/28/2022Inv. 97371

Total PriceItem Description$2,517.95 Repaired circulation water heat pump #3

02/28/2022Inv. 97374

Total PriceItem Description

$2,328.80 Repair water heat pump #2

02/28/2022Inv. 97401

Total PriceItem Description

$687.20 Repair exhaust fan - PS

02/28/2022Inv. 97429

Total PriceItem Description

$764.00 Repair start up equipment

02/28/2022Inv. 97487

Total PriceItem Description

$548.45 Repair heater pump 3 - ZWP

02/28/2022Inv. 97520

Total PriceItem Description$3,893.12 Repair heating pump - PW

03/18/2022 $32,000.00 Check Date Paid: Amount: 147322 Plymouth Civic League03/18/2022Inv. F031822

Total PriceItem Description

$32,000.00 Social Services Funding 2022

03/18/2022 $599.90 Check Date Paid: Amount: 147323 Pollard Water03/08/2022Inv. 0208455

Total PriceItem Description

$599.90 Diffusers flushing

03/18/2022 $6,500.00 Check Date Paid: Amount: 147324 Postmaster03/18/2022Inv. F031822

Total PriceItem Description

$6,500.00 Bulk Mail - Plymouth News March/April 2022

03/18/2022 $152.67 Check Date Paid: Amount: 147325 Powerplan / Rdo / Vermeer03/09/2022Inv. P8570270

Total PriceItem Description

$152.67 Limit switch - Unit #6085

03/18/2022 $1,788.66 Check Date Paid: Amount: 147326 Premier Lawn & Landscape LLC03/01/2022Inv. F030122

Total PriceItem Description

$1,788.66 Snow removal Feb 2022

03/18/2022 $14,840.00 Check Date Paid: Amount: 147327 Prism03/18/2022Inv. F031822

Total PriceItem Description

$14,840.00 Social Services Funding 2022 - Food Shelf

03/18/2022 $140.22 Check Date Paid: Amount: 147328 Proscape Maintenance Inc03/01/2022Inv. 2688

Total PriceItem Description$140.22 Snow removal Feb 2022

03/18/2022 $390.83 Check Date Paid: Amount: 147329 R & J Laserworks LLC03/03/2022Inv. 220003

Total PriceItem Description

$390.83 Citizen Academy Plaques

03/18/2022 $1,269.63 Check Date Paid: Amount: 147330 Rapit Printing Inc03/03/2022Inv. 235256

Total PriceItem Description

$1,269.63 Vehicle inspection report forms

03/18/2022 $10,000.00 Check Date Paid: Amount: 147331 Reach For Resources Inc

Page 19 of 48 4/4/2022 32

03/18/2022Inv. F031822

Total PriceItem Description$10,000.00 Social Services Funding 2022 - Therapeutic Recreation

03/18/2022 $9,275.88 Check Date Paid: Amount: 147332 Revolutionary Sports LLC03/07/2022Inv. 0195

Total PriceItem Description

$346.50 Soccer Camp Dec 27-29

02/26/2022Inv. 0199

Total PriceItem Description

$8,929.38 January RevSports Programs

03/18/2022 $761.00 Check Date Paid: Amount: 147333 Safe Fast03/09/2022Inv. INV258186

Total PriceItem Description

$761.00 Chain saw boots & helmet, mechanics gloves

03/18/2022 $164.90 Check Date Paid: Amount: 147334 Saltco Msp LLC03/09/2022Inv. 81400

Total PriceItem Description

$164.90 Solar salt - PIC

03/18/2022 $5,670.00 Check Date Paid: Amount: 147335 Senior Community Services03/18/2022Inv. F031822

Total PriceItem Description$5,670.00 House Maintenance for Seniors

03/18/2022 $13,050.00 Check Date Paid: Amount: 147336 Senior Community Services03/18/2022Inv. F031822-1

Total PriceItem Description

$13,050.00 Social Services Funding 2022 -Care Mgmt & Outreach for Seniors

03/18/2022 $1,842.98 Check Date Paid: Amount: 147337 Short Elliott Hendrickson Inc/Seh03/11/2022Inv. 422483

Total PriceItem Description

$1,557.07 PLYMO VZW Antenna Mod@Central thru 2/26/22

03/11/2022Inv. 422484

Total PriceItem Description

$285.91 PLYMO VZW C-Band LTE@LaCompte - 2/26/22

03/18/2022 $198.50 Check Date Paid: Amount: 147338 Shred N Go Inc01/15/2022Inv. 129743

Total PriceItem Description

$198.50 Shredding Services Jan 2022

03/18/2022 $326.70 Check Date Paid: Amount: 147339 Shwaders Lawn Care And Landscape03/01/2022Inv. 40251

Total PriceItem Description

$326.70 Snow removal Mar 2022

03/18/2022 $7,563.50 Check Date Paid: Amount: 147340 Silent Knight Sec Sys of MN In02/01/2022Inv. 132041

Total PriceItem Description

$1,606.80 Monitoring services, UL Cert-3/1/22-2/28/23 Historical, PIC, PW

02/28/2022Inv. 132463

Total PriceItem Description$222.30 UL Certificate - Plymouth Reservoir 2/25/22-1/31/23

03/07/2022Inv. 133090

Total PriceItem Description

$4,775.00 Install new fire monitoring equipment CWP

03/07/2022Inv. 133091

Total PriceItem Description

$959.40 Fire monitoring, UL Certificate 3/1/22-2/28/23 - CWP

03/18/2022 $105.04 Check Date Paid: Amount: 147341 Skidata, Inc

Page 20 of 48 4/4/2022 33

10/25/2021Inv. IN00034768

Total PriceItem Description$105.04 Laying bolts

03/18/2022 $170.00 Check Date Paid: Amount: 147342 Snap-On Industrial02/25/2022Inv. ARS15661717

Total PriceItem Description

$170.00 Repair impact gun #784

03/18/2022 $2,623.87 Check Date Paid: Amount: 147343 SRF Consulting Group Inc02/28/2022Inv. 15508001

Total PriceItem Description

$2,623.87 2022 RAISE Grant Application Assistance to 2/28/22

03/18/2022 $64.77 Check Date Paid: Amount: 147344 Star Tribune03/06/2022Inv. F030622

Total PriceItem Description

$64.77 7 Day eEdition W/Digital access

03/18/2022 $326.91 Check Date Paid: Amount: 147345 Streicher's Inc03/02/2022Inv. I1554757

Total PriceItem Description

$23.98 Name tags

03/10/2022Inv. I1556362

Total PriceItem Description$259.94 SWAT polos, med kit

03/11/2022Inv. I1556620

Total PriceItem Description

$42.99 Polo - C Kuklok

03/18/2022 $2,544.60 Check Date Paid: Amount: 147346 Suburban Tire Wholesale Inc03/11/2022Inv. 10185436

Total PriceItem Description

$2,092.20 Tires - Unit #048

03/10/2022Inv. 10185469

Total PriceItem Description

$452.40 Tires - Unit #1724

03/18/2022 $8,098.50 Check Date Paid: Amount: 147347 Taylor Electric Company LLC08/23/2021Inv. 1733

Total PriceItem Description

$957.76 Rewire permanganate transfer pump - ZWP

01/26/2022Inv. 1803

Total PriceItem Description

$2,220.88 Repair breaker & wire - Well #17

03/11/2022Inv. 1816

Total PriceItem Description

$768.81 Repair submersible pump motor & light switch - Well #13

03/11/2022Inv. 1817

Total PriceItem Description$4,151.05 Replace plugs on generator

03/18/2022 $196.86 Check Date Paid: Amount: 147348 Terminal Supply Company03/08/2022Inv. 2624200

Total PriceItem Description

$196.86 Deutsch series field kit

03/18/2022 $99.00 Check Date Paid: Amount: 147349 Toll Company03/03/2022Inv. 10448882

Total PriceItem Description

$99.00 Welding helmet

03/18/2022 $648.94 Check Date Paid: Amount: 147350 Total Control Systems Inc10/05/2021Inv. 9920

Page 21 of 48 4/4/2022 34

Total PriceItem Description$648.94 Installed security endpoint software on SCADA computers

03/18/2022 $100.00 Check Date Paid: Amount: 147351 Turning Inc.03/11/2022Inv. 103832

Total PriceItem Description

$100.00 Shaft rework #5020

03/18/2022 $594.00 Check Date Paid: Amount: 147352 Twin Cities Dots And Pop LLC03/04/2022Inv. I220304352

Total PriceItem Description

$594.00 Concession supplies - PIC

03/18/2022 $496.77 Check Date Paid: Amount: 147353 Unifirst Corporation03/02/2022Inv. 0900681612

Total PriceItem Description

$252.39 Uniform rental/laundry/rugs

03/09/2022Inv. 0900682980

Total PriceItem Description

$244.38 Uniform rental/laundry/rugs

03/18/2022 $673.84 Check Date Paid: Amount: 147354 USA Bluebook11/04/2021Inv. 782600

Total PriceItem Description$203.48 Male elbow & connector

02/25/2022Inv. 891818

Total PriceItem Description

$470.36 Kynar male connectors

03/18/2022 $4,999.75 Check Date Paid: Amount: 147355 Valley Rich Co Inc02/28/2022Inv. 30476

Total PriceItem Description

$4,999.75 Water main repair - 10415 39th Ave N

03/18/2022 $471.92 Check Date Paid: Amount: 147356 Viking Trophies03/02/2022Inv. 10070

Total PriceItem Description

$210.56 Adult basketball & soccer plaques

03/04/2022Inv. 10120

Total PriceItem Description

$261.36 Basketball medals

03/18/2022 $1,536.00 Check Date Paid: Amount: 147357 Volgistics Inc03/11/2022Inv. 77470190

Total PriceItem Description

$1,536.00 Volgistics service fee for 6 months

03/18/2022 $323.40 Check Date Paid: Amount: 147358 Water Conservation Services Inc03/09/2022Inv. 12154

Total PriceItem Description

$323.40 Leak locate 2/25/22

03/18/2022 $1,158.76 Check Date Paid: Amount: 147359 Water Doctors Water Treatment Co03/08/2022Inv. 635815083-1

Total PriceItem Description$579.38 Water softening system - final payment

03/08/2022Inv. 635815086-1

Total PriceItem Description

$579.38 Water softening system - final payment

03/18/2022 $573.21 Check Date Paid: Amount: 147360 The Watson Company03/10/2022Inv. 123761

Total PriceItem Description

$573.21 Concession supplies - PIC

03/18/2022 $155.00 Check Date Paid: Amount: 147361 Westside Wholesale Tire Inc.

Page 22 of 48 4/4/2022 35

03/15/2022Inv. 901578

Total PriceItem Description$155.00 Mount 20.5R25, O-ring small Arctic - Unit 202

03/18/2022 $8,349.00 Check Date Paid: Amount: 147362 Wincan LLC / Pipeline Analytics03/09/2022Inv. 6669

Total PriceItem Description

$8,349.00 Annual WinCan software license (2) for camera van

03/18/2022 $13,320.83 Check Date Paid: Amount: 147363 Wright-Henn Elec. Co.03/10/2022Inv. F031022

Total PriceItem Description

$13,320.83 Residential Streetlights, LS, Parks, Transit, Traffic - Feb 2022

03/18/2022 $20,460.53 Check Date Paid: Amount: 147364 Xcel Energy03/04/2022Inv. 770145108

Total PriceItem Description

($20.86)Storm Water Acct 5100786236

03/04/2022Inv. 770193923

Total PriceItem Description

$9,167.05 Wells & WTP's Acct 5146520754

03/04/2022Inv. 770325273

Total PriceItem Description$32.27 Tunnel Lights Acct 5100132180938

03/08/2022Inv. 770588860

Total PriceItem Description

$6,424.92 Lift Stations Acct 5152031200

03/08/2022Inv. 770711611

Total PriceItem Description

$77.58 City Parks Acct 5100134670071

03/09/2022Inv. 770950427

Total PriceItem Description

$14.29 Gas bill acct 5100139320523 - 14225 41st Ave N

03/10/2022Inv. 771012497

Total PriceItem Description

$1,759.55 City Parks Playfields Acct 5145094664

03/10/2022Inv. 771049104

Total PriceItem Description

$2,900.53 Bus Shelters Acct 5159372579

03/11/2022Inv. 771229179

Total PriceItem Description

$105.20 Civil Defense Sirens Acct 5155270998

03/18/2022 $2,372.50 Check Date Paid: Amount: 147365 Law Enforce Labor Services Inc / LELS03/11/2022Inv. 2022-00000056

Total PriceItem Description$422.50 03/11/2022 Deduction SGT Union Dues

$1,950.00 03/11/2022 Deduction Police Union Dues

03/18/2022 $10,000.00 Check Date Paid: Amount: 147366 Plymouth Arts Council03/18/2022Inv. F031822

Total PriceItem Description

$10,000.00 Social Services Funding 2022

03/18/2022 $4,000.00 Check Date Paid: Amount: 147367 Plymouth Firefighters Relief Association03/14/2022Inv.

22719A22747002G Total PriceItem Description

$4,000.00 Fire Fighters SBR Reimbursement

03/18/2022 $19.00 Check Date Paid: Amount: 147368 Joseph Raiche03/15/2022Inv. F031522

Total PriceItem Description

$19.00 Reimburse Class A Drivers license

Page 23 of 48 4/4/2022 36

03/21/2022 $9,000.00 Check Date Paid: Amount: 147369 Postmaster03/21/2022Inv. F032122

Total PriceItem Description$9,000.00 EPS #1000045370 - Overage Winter Brochure & Summer Brochure

03/25/2022 $88.00 Check Date Paid: Amount: 147383 Alexa Likens03/16/2022Inv. Import - 9866

Total PriceItem Description

$88.00 Park and Rec Refund

03/25/2022 $111.00 Check Date Paid: Amount: 147384 Anusha Kadarla03/21/2022Inv. Import - 9867

Total PriceItem Description

$111.00 Park and Rec Refund

03/25/2022 $2,836.68 Check Date Paid: Amount: 147385 ABM Equipment & Supply LLC03/10/2022Inv. 0170341IN

Total PriceItem Description

$2,836.68 Shear flange, seals, bushing, pinion, shim set, spool shim #5020

03/25/2022 $1,853.00 Check Date Paid: Amount: 147386 Ace Lock & Safe Co Inc03/07/2022Inv. A103159

Total PriceItem Description

$1,853.00 Replace panic bar on main entry - Lancaster LS

03/25/2022 $24.79 Check Date Paid: Amount: 147387 Acme Tools03/16/2022Inv. 9738401

Total PriceItem Description$24.79 Sanding pads

03/25/2022 $970.00 Check Date Paid: Amount: 147388 Across The Street Productions/Blue Card12/20/2021Inv. INV09836

Total PriceItem Description

$485.00 Mayday Management Phx - T Evenson

12/22/2021Inv. INV09858

Total PriceItem Description

$485.00 Mayday Management Phx - S Baker

03/25/2022 $807.82 Check Date Paid: Amount: 147389 Action Fleet Inc03/17/2022Inv. I4895

Total PriceItem Description

$807.82 Panorama Sharkfin 2 cell MiMo WIFI - E11

03/25/2022 $2,007.75 Check Date Paid: Amount: 147390 Alliant Engineering Inc03/18/2022Inv. 69865

Total PriceItem Description

$2,007.75 Comstock and SLR Design Services 2/28/22

03/25/2022 $1,945.00 Check Date Paid: Amount: 147391 Allied Medical Training, LLC03/21/2022Inv. 2579

Total PriceItem Description

$1,945.00 EMT - B Koster

03/25/2022 $1,769.65 Check Date Paid: Amount: 147392 American Engineering Testing03/15/2022Inv. INV061087

Total PriceItem Description

$1,769.65 PCC Project-Construction Testing and Inspections

03/25/2022 $243.00 Check Date Paid: Amount: 147393 American Red Cross03/09/2022Inv. 22409091

Total PriceItem Description$243.00 Adult & Pediatric CPR/AED

03/25/2022 $366.00 Check Date Paid: Amount: 147394 Anderson Snow Removal02/28/2022Inv. F022822

Page 24 of 48 4/4/2022 37

Total PriceItem Description$366.00 Snow removal Nov & Dec 2021, Jan 2022

03/25/2022 $554.00 Check Date Paid: Amount: 147395 Armor Mechanical, LLC03/11/2022Inv. 251006

Total PriceItem Description

$261.00 RPZ testing - ZWP

03/11/2022Inv. 251007

Total PriceItem Description

$293.00 RPZ testing - CH

03/25/2022 $1,174.04 Check Date Paid: Amount: 147396 Aspen Mills03/11/2022Inv. 290435

Total PriceItem Description

$146.34 Boots, cap - B Duncan

03/15/2022Inv. 290589

Total PriceItem Description

$52.70 Caps - Klevorn, Johnson, Stewart

03/16/2022Inv. 290633

Total PriceItem Description$975.00 Body Armor, Trauma plate - M Gliniany

03/25/2022 $82.33 Check Date Paid: Amount: 147397 Astleford International Trucks03/15/2022Inv. 01P65081

Total PriceItem Description

$307.69 Retractor belt assy, latch belt #2009

03/22/2022Inv. 01P65654

Total PriceItem Description

$205.22 Renewed QLS sensor

12/07/2021Inv. 02P12236

Total PriceItem Description

($616.48)Returned air conditioner compressor parts - #2084

12/09/2021Inv. 02S32090

Total PriceItem Description

$185.90 Programmed door locks #2084

03/25/2022 $208.20 Check Date Paid: Amount: 147398 Athletica Sports Systems, Inc.03/11/2022Inv. 416182

Total PriceItem Description

$208.20 Bench bracket folded single

03/25/2022 $415.15 Check Date Paid: Amount: 147399 Big Frog Custom T-Shirts & More03/17/2022Inv. 23022

Total PriceItem Description

$415.15 Polos w/screen print

03/25/2022 $400.00 Check Date Paid: Amount: 147400 Amber Brand03/17/2022Inv. F031722

Total PriceItem Description$400.00 Line dance lessons - Jan - Mar 2022

03/25/2022 $25,508.29 Check Date Paid: Amount: 147401 Centerpoint Energy03/10/2022Inv. F031022

Total PriceItem Description

$25,508.29 Gas bill - Acct 80000147373

03/25/2022 $79.82 Check Date Paid: Amount: 147402 Centurylink/Lumen03/16/2022Inv. F0316229785

Total PriceItem Description

$79.82 Phone Line 763-550-9785

03/25/2022 $81.69 Check Date Paid: Amount: 147403 Cintas Corporation03/14/2022Inv. 4113300890

Total PriceItem Description

$81.69 Concession supplies - PIC

Page 25 of 48 4/4/2022 38

03/25/2022 $759.00 Check Date Paid: Amount: 147404 City of Maple Grove02/28/2022Inv. 21243

Total PriceItem Description$759.00 PUPS Feb 2022 Operations

03/25/2022 $6,254.37 Check Date Paid: Amount: 147405 CNH Architects Inc02/28/2022Inv. 2246

Total PriceItem Description

$6,254.37 Architectural Design Construction Admin

03/25/2022 $56,899.77 Check Date Paid: Amount: 147406 Cobra Construction Inc03/11/2022Inv. 2100704

Total PriceItem Description

$56,899.77 PIC Curtain Wall Replacement (Blue Line Room)

03/25/2022 $523.35 Check Date Paid: Amount: 147407 Comcast03/05/2022Inv. F030522

Total PriceItem Description

$523.35 Internet/Cable CH, PS, CMCI, PIC, PCC 03/10-04/09/22

03/25/2022 $245.00 Check Date Paid: Amount: 147408 John Cornell03/25/2022Inv. F032522

Total PriceItem Description

$245.00 Reimburse outdoor faucet

03/25/2022 $15.00 Check Date Paid: Amount: 147409 Cub Foods03/19/2022Inv. 326

Total PriceItem Description$15.00 Concession supplies - PIC

03/25/2022 $3,014.98 Check Date Paid: Amount: 147410 Dalco03/09/2022Inv. 3906883

Total PriceItem Description

$1,187.20 Urinal screens, Enmotion roll towel

03/17/2022Inv. 3910691

Total PriceItem Description

$685.70 Replace nano hose, filter, leaking valve, cracked elbow - FS3

03/17/2022Inv. 3910776

Total PriceItem Description

$805.26 Tissue, cleaner, Enmotion towel, soap & foam - PCC

03/18/2022Inv. 3911184

Total PriceItem Description

$415.36 Enmotion Soap - PCC

03/04/2022Inv. CM3902077

Total PriceItem Description

($78.54)Return coreless toilet tissue - PCC

03/25/2022 $955.00 Check Date Paid: Amount: 147411 Dexon Computer Inc02/28/2022Inv. 111642

Total PriceItem Description

$355.00 HPE AP-MNT-MP10-A w/mounting bracket

03/15/2022Inv. 111845

Total PriceItem Description$215.00 HPE Aruba AP-MNT-MP10-A with mounting bracket

03/23/2022Inv. 111851

Total PriceItem Description

$385.00 AP MNT MP10-E AP & HPE AP-MNT-MP10-A Credit

03/25/2022 $363.02 Check Date Paid: Amount: 147412 Dts/Definitive Technology03/22/2022Inv. INV233500

Total PriceItem Description

$363.02 Printer maint 3/22/22-4/21/22, Overage 2/22/22-3/21/22

03/25/2022 $47.60 Check Date Paid: Amount: 147413 ECM Publishers Inc

Page 26 of 48 4/4/2022 39

03/17/2022Inv. 882282

Total PriceItem Description$47.60 Publication - Ord #2022-02 Renaming Streets

03/25/2022 $170.00 Check Date Paid: Amount: 147414 Electronic Communication Systems Llc/Ecsi03/11/2022Inv. 22030069

Total PriceItem Description

$170.00 Service call on West door not unlocking - ST73

03/25/2022 $4,725.00 Check Date Paid: Amount: 147415 Elm Creek Watershed Mgmt Comm03/21/2022Inv. F032122

Total PriceItem Description

$4,725.00 Watershed Permit Review Fee

03/25/2022 $986.17 Check Date Paid: Amount: 147416 Factory Motor Parts Co03/18/2022Inv. 128137825

Total PriceItem Description

$265.90 Strut assy #53

03/16/2022Inv. 17464476

Total PriceItem Description

$46.78 Air filter #2084

03/16/2022Inv. 17464884

Total PriceItem Description$119.99 Splash 55 gal drum

03/16/2022Inv. 17466734

Total PriceItem Description

$16.00 Splash 55 gal drum core

03/18/2022Inv. 17470469

Total PriceItem Description

$66.28 Air filter, radial seals, lube filter - stock

03/18/2022Inv. 17471675

Total PriceItem Description

$125.35 Brake lining kit - stock

03/16/2022Inv. 70480672

Total PriceItem Description

$120.71 Wheel bearing & Hub asy #1029

03/16/2022Inv. 70480675

Total PriceItem Description

$4.37 Hydraulic filter - stock

03/16/2022Inv. 70480727

Total PriceItem Description

$120.71 Wheel bearing & Hub asy #1029

03/18/2022Inv. 70480945

Total PriceItem Description$50.04 Brake caliper - #371

03/18/2022Inv. 70480964

Total PriceItem Description

$50.04 Brake caliper - #371

03/25/2022 $32.23 Check Date Paid: Amount: 147417 Filtration Systems Inc.03/08/2022Inv. 106473

Total PriceItem Description

$32.23 Micro shield

03/25/2022 $5,551.00 Check Date Paid: Amount: 147418 Gartner Refrigeration & Mfg03/14/2022Inv. 12035310

Total PriceItem Description

$4,736.00 Rink C Condenser Mist Eliminators Replaced

03/22/2022Inv. 12105990

Total PriceItem Description

$815.00 Repair oil separator - PIC

03/25/2022 $421.43 Check Date Paid: Amount: 147419 Grainger

Page 27 of 48 4/4/2022 40

03/07/2022Inv. 9235440469

Total PriceItem Description$96.72 Pleated air filters - PIC

03/22/2022Inv. 9252995452

Total PriceItem Description

$324.71 Long handle tool rack

03/25/2022 $437.38 Check Date Paid: Amount: 147420 Great Lakes Coca-Cola Distribution LLC03/18/2022Inv. 3645212472

Total PriceItem Description

$512.38 Concession supplies - PIC

03/18/2022Inv. 3645212473

Total PriceItem Description

($75.00)Concession supplies - PIC

03/25/2022 $7,041.11 Check Date Paid: Amount: 147421 Hawkins Inc03/10/2022Inv. 6139038

Total PriceItem Description

$7,041.11 Azone for central WTP

03/25/2022 $190.05 Check Date Paid: Amount: 147422 Hennepin County Treasurer03/11/2022Inv. 1000183467

Total PriceItem Description$190.05 HC Booking & Per Diem 1/7/22 & 2/20/22

03/25/2022 $137.36 Check Date Paid: Amount: 147423 Henry Schein Inc03/09/2022Inv. 17925781

Total PriceItem Description

$137.36 Filter Respiratory Hgh Effenc

03/25/2022 $24,988.21 Check Date Paid: Amount: 147424 HGA / Hammel, Green & Abrahamson Inc03/17/2022Inv. 227180

Total PriceItem Description

$14,659.00 Architect Construction Administration PCC Project 2/25/22

03/17/2022Inv. 227181

Total PriceItem Description

$648.00 Architect Construction Administration PCC Project 2/25/22

03/17/2022Inv. 227182

Total PriceItem Description

$2,274.00 Architect Construction Administration PCC Project 2/25/22

03/17/2022Inv. 227183

Total PriceItem Description

$1,895.69 Architect Construction Administration PCC Project 2/25/22

03/17/2022Inv. 227184

Total PriceItem Description

$5,511.52 Architect Construction Administration PCC Project

03/25/2022 $12,623.99 Check Date Paid: Amount: 147425 Hoisington Koegler Group Inc03/19/2022Inv. 0210418

Total PriceItem Description$12,623.99 County Road 73 Small Area Plan Consultant 2/28/22

03/25/2022 $1,218.45 Check Date Paid: Amount: 147426 Home Depot03/18/2022Inv. 0010438

Total PriceItem Description

$11.58 Fitting

03/18/2022Inv. 0010466

Total PriceItem Description

$16.97 Sprayer

03/18/2022Inv. 0314895

Total PriceItem Description

$38.67 Screws - Boardwalks

03/17/2022Inv. 1010255

Page 28 of 48 4/4/2022 41

Total PriceItem Description$39.94 Channellock

03/17/2022Inv. 1010261

Total PriceItem Description

$100.04 Stretch wrap, sanding sponges, soft scrub, latchbox

03/17/2022Inv. 1010312

Total PriceItem Description

$103.24 Hole cover, hole dozer

03/17/2022Inv. 1010324

Total PriceItem Description

$185.69 Easy reach pole, chamberlain remote, shockwave set

03/16/2022Inv. 2010032

Total PriceItem Description

$64.20 Silver bullet hose, return air grille

03/16/2022Inv. 2010132

Total PriceItem Description$83.29 Galvanized pipe

03/15/2022Inv. 3016949

Total PriceItem Description

$95.30 Repair supplies - Zachary Bldg

03/15/2022Inv. 3016953

Total PriceItem Description

$6.65 Great Stuff filler, hacksaw blades - Plymouth Creek

03/15/2022Inv. 3017051

Total PriceItem Description

$73.39 Vacuum filter, lubricant, air compressor kit - DS308

03/22/2022Inv. 6314983

Total PriceItem Description

$70.96 Tool holder, shelf - The Reserve

03/11/2022Inv. 7016379

Total PriceItem Description

$133.62 Tide pods

03/09/2022Inv. 9016098

Total PriceItem Description

$194.91 Vacuum, lock jaw tool, duster

03/25/2022 $3,870.90 Check Date Paid: Amount: 147427 Intelligent Design Corp03/14/2022Inv. 065569

Total PriceItem Description$3,870.90 Install gutters & downspouts - Greenway Pavillion

03/25/2022 $39.97 Check Date Paid: Amount: 147428 Isc/Industrial Supply Co Inc/Bearing&Power03/11/2022Inv. 80046199

Total PriceItem Description

$39.97 SPK ROLLER BS #2065

03/25/2022 $2,250.00 Check Date Paid: Amount: 147429 Timothy Jantzen/HappyFeet Soccer Twin Cities, LLC03/14/2022Inv. 6000

Total PriceItem Description

$2,250.00 Happy Feet soccer classes Feb 2022

03/25/2022 $1,522.28 Check Date Paid: Amount: 147430 Jimmy's Johnnys03/10/2022Inv. MP199167

Total PriceItem Description

$1,522.28 Portable toilet rent 2/11 - 2/21/22

03/25/2022 $2,037.05 Check Date Paid: Amount: 147431 Killmer Electric Company Inc03/15/2022Inv. W17638

Total PriceItem Description

$251.72 Replace lamp & ballast SE corner - Larch Ln & Rockford Rd

03/15/2022Inv. W17668

Total PriceItem Description

Page 29 of 48 4/4/2022 42

$254.24 Replace NB red traffic signal - Hwy 55 & CSAH 24

03/15/2022Inv. W17670

Total PriceItem Description$254.00 Replace NB green LED - Nathan Ln & Frontage Rd

03/15/2022Inv. W17671

Total PriceItem Description

$298.29 Replace LED fixture SE corner - Hwy 55 & Fernbrook Ln

03/15/2022Inv. W17672

Total PriceItem Description

$220.00 Repair WB to SB green - Peony Ln & Old Rockford Rd

03/15/2022Inv. W17673

Total PriceItem Description

$254.00 Change LED WB green at NW corner - Hwy 55 & S Shore Dr

03/15/2022Inv. W17679

Total PriceItem Description

$142.40 Relamp luminaire NW corner - Cty Rd 61 & Schmidt Lk Rd

03/15/2022Inv. W17681

Total PriceItem Description$142.40 Relamp luminaire NW corner - NW Blvd & 42nd PL N

03/15/2022Inv. W17682

Total PriceItem Description

$220.00 Reset conflict monitor - Carlson Pkwy & Cheshire Ln

03/25/2022 $1,088.00 Check Date Paid: Amount: 147432 League of Minnesota Cities03/15/2022Inv. F031522

Total PriceItem Description$1,088.00 Volunteer Accident Premium 2022-2023 plan year

03/25/2022 $2.33 Check Date Paid: Amount: 147433 Lowe's03/11/2022Inv. 23501

Total PriceItem Description

$2.33 Reflective nail

03/25/2022 $1,947.74 Check Date Paid: Amount: 147434 Macqueen Equipment/Emergency03/14/2022Inv. P01938

Total PriceItem Description

$496.15 Altair Pro single gas detector

03/14/2022Inv. P06639

Total PriceItem Description

$131.95 Low coolant probe #41

03/17/2022Inv. P40654

Total PriceItem Description

$85.86 Mirror-Unheated - #2056

03/17/2022Inv. P40664

Total PriceItem Description$1,233.78 Belt-Chevron 157 S4E, belt splice plate - #2065

03/25/2022 $60.00 Check Date Paid: Amount: 147435 Mitchell Martinson03/22/2022Inv. F032222

Total PriceItem Description

$60.00 Reimburse Active Shooter Instructor Training meals

03/25/2022 $43.05 Check Date Paid: Amount: 147436 Medart Inc.03/16/2022Inv. 08298688

Total PriceItem Description

$43.05 Carburetor

03/25/2022 $510.00 Check Date Paid: Amount: 147437 Metro Water Conditioning Inc.03/07/2022Inv. 110986

Total PriceItem Description

$510.00 Solar salt - PW

03/25/2022 $34,487.37 Check Date Paid: Amount: 147438 Minger Construction Inc03/22/2022Inv. 1

Page 30 of 48 4/4/2022 43

Total PriceItem Description$34,487.37 Mission Farms Lift Station Rehabilitation Feb 2022

03/25/2022 $518.53 Check Date Paid: Amount: 147439 Minnesota Equipment03/15/2022Inv. P67301

Total PriceItem Description

$436.17 Wiper motor & arm #517

03/18/2022Inv. P67447

Total PriceItem Description

$82.36 Hinge #5068

03/25/2022 $250.00 Check Date Paid: Amount: 147440 Minnesota Recreation & Park Assoc/Mrpa03/11/2022Inv. 10390

Total PriceItem Description

$250.00 Parks & Recreation Director job posting

03/25/2022 $520.00 Check Date Paid: Amount: 147441 MN Chapter Iaai01/14/2022Inv. 284

Total PriceItem Description

$260.00 MNIAAI Conference - J Wheeler

01/14/2022Inv. 285

Total PriceItem Description$260.00 MNIAAI Conference - M Anderson

03/25/2022 $281.00 Check Date Paid: Amount: 147442 Montgomery Brinkman LLC03/17/2022Inv. 53262

Total PriceItem Description

$127.00 Transit Shelter Inspection - Shelter #9

03/17/2022Inv. 53263

Total PriceItem Description

$154.00 Inspection - ST3 Park & Ride

03/25/2022 $1,168.48 Check Date Paid: Amount: 147443 Napa Genuine Auto Parts Co02/24/2021Inv. 2349736095

Total PriceItem Description

$170.36 Jump Starter

03/14/2022Inv. 2349783657

Total PriceItem Description

$35.29 Air filter #517

03/14/2022Inv. 2349783698

Total PriceItem Description

$226.34 LED sealed beams #41

03/14/2022Inv. 2349783732

Total PriceItem Description

$213.99 Step bar - #371

03/15/2022Inv. 2349783779

Total PriceItem Description$11.31 Lightweight filler - Zachary building

03/15/2022Inv. 2349783828

Total PriceItem Description

$42.66 Hydraulic filter, oil filter, fuel filter #2076

03/17/2022Inv. 2349784110

Total PriceItem Description

($2.27)Credit for tax on invoice 2349783657

03/17/2022Inv. 2349784150

Total PriceItem Description

$166.24 WeatherTech #4017

03/18/2022Inv. 2349784227

Total PriceItem Description

$8.02 Reducer

03/18/2022Inv. 2349784229

Total PriceItem Description

Page 31 of 48 4/4/2022 44

$45.96 Shop tools

03/18/2022Inv. 2349784230

Total PriceItem Description$35.00 Brake pads - #371

03/18/2022Inv. 2349784232

Total PriceItem Description

$17.02 Hose clamps

03/21/2022Inv. 2349784509

Total PriceItem Description

$98.49 Air filter

03/22/2022Inv. 2349784586

Total PriceItem Description

$36.78 Headlight bulbs - stock

03/22/2022Inv. 2349784623

Total PriceItem Description

$34.83 Oxygen sensor #1057

03/22/2022Inv. 2349784672

Total PriceItem Description$28.46 Lamp #5020

03/25/2022 $83.12 Check Date Paid: Amount: 147444 Newman Traffic Signs03/15/2022Inv. TRFINV038028

Total PriceItem Description

$83.12 Special Traffic signs - PCC

03/25/2022 $2,041.66 Check Date Paid: Amount: 147445 NFP Corporate Services MN Inc03/16/2022Inv. F031622

Total PriceItem Description$2,041.66 Employee Benefits Consulting Fee Feb 2022

03/25/2022 $190.51 Check Date Paid: Amount: 147446 Northwest Animal Hospital03/23/2022Inv. 54567

Total PriceItem Description

$190.51 K-9 Officers exams

03/25/2022 $445.81 Check Date Paid: Amount: 147447 Office Depot03/15/2022Inv. 228033672001

Total PriceItem Description

$111.46 3 ring binder, Post its, air freshener refills

03/15/2022Inv. 228115066001

Total PriceItem Description

$75.09 Air freshener refills

03/10/2022Inv. 231333056001

Total PriceItem Description

$15.59 Cork board

03/11/2022Inv. 232267291001

Total PriceItem Description$136.87 Dry erase board & markers, DVD-R, labels

03/10/2022Inv. 232705472001

Total PriceItem Description

$54.22 Post its, dry erase markers & board, labels

03/15/2022Inv. 234064067001

Total PriceItem Description

$52.58 Label tape, invisible tape

03/25/2022 $5,867.65 Check Date Paid: Amount: 147448 Ostvig Tree, Inc.03/10/2022Inv. 958

Total PriceItem Description

$720.00 Tree removal & trimming contract - 3500 Plymouth Blvd

03/14/2022Inv. 959

Total PriceItem Description

$3,204.00 Tree removal & trimming contract -

03/14/2022Inv. 960

Page 32 of 48 4/4/2022 45

Total PriceItem Description$955.00 Tree removal & trimming contract - Juneau Ln & 57th Ave

03/10/2022Inv. 963

Total PriceItem Description

$135.00 Tree removal & trimming contract - 10708 10th AveN

03/10/2022Inv. 964

Total PriceItem Description

$853.65 Tree removal & trimming contract - 10708 10th AveN

03/25/2022 $9,295.25 Check Date Paid: Amount: 147449 Owens Companies Inc03/11/2022Inv. 97571

Total PriceItem Description

$900.00 Service Contract 1/1-3/31/22 - PCC

03/11/2022Inv. 97572

Total PriceItem Description

$1,317.00 Service Contract 1/1-3/31/22 - PW

03/11/2022Inv. 97573

Total PriceItem Description$1,538.00 Service Contract 1/1-3/31/22 - PS

03/11/2022Inv. 97574

Total PriceItem Description

$284.75 Service Contract 1/1-3/31/22 - ST73

03/11/2022Inv. 97575

Total PriceItem Description

$1,353.00 Service Contract 1/1-3/31/22- CWP

03/11/2022Inv. 97576

Total PriceItem Description

$1,658.50 Service Contract 1/1-3/31/22- ZWP

03/11/2022Inv. 97577

Total PriceItem Description

$2,244.00 Service Contract 1/1-3/31/22- CH

03/25/2022 $229,968.88 Check Date Paid: Amount: 147450 Park Construction Company03/01/2022Inv. F030122

Total PriceItem Description

$229,968.88 Schmidt Lake Woods Drainage Improvement Project thru 3/1/22

03/25/2022 $52.00 Check Date Paid: Amount: 147451 Performance Plus Llc/Health Strategies03/18/2022Inv. 122553

Total PriceItem Description

$52.00 Medical evaluation

03/25/2022 $315.00 Check Date Paid: Amount: 147452 Perry's Truck Repair03/14/2022Inv. 53552

Total PriceItem Description$315.00 Western pump kit #5049

03/25/2022 $24,880.00 Check Date Paid: Amount: 147453 Joel Pieper/JPFA01/22/2022Inv. F012222

Total PriceItem Description

$24,880.00 Art Gallery Displays - PCC Project

03/25/2022 $8,983.34 Check Date Paid: Amount: 147454 Powerplan / Rdo / Vermeer03/16/2022Inv. P0989901

Total PriceItem Description

$1,058.98 Flywheel #6085

03/16/2022Inv. P8592570

Total PriceItem Description

$938.98 Pressure plate, clutch, belt, bearings #6085

03/18/2022Inv. R0349014

Total PriceItem Description

$3,090.00 Loader Rental for plowing - Contract #000890 2/21-3/20/22

03/18/2022Inv. R0349114

Page 33 of 48 4/4/2022 46

Total PriceItem Description$3,895.38 Loader Rental for plowing - Contract #000899 2/21 - 3/20/22

03/25/2022 $86,099.88 Check Date Paid: Amount: 147455 Republic Services #89402/28/2022Inv. 0894005620075

Total PriceItem Description

$86,099.88 February 2022 Recycling Services

03/25/2022 $2,679,850.78 Check Date Paid: Amount: 147456 RJM Construction LLC02/28/2022Inv. 2052006913

Total PriceItem Description

$1,162,008.64 Construction/CM of Fire Stations 2/3 thru 2/28/22

02/28/2022Inv. 9520006118

Total PriceItem Description

$1,517,842.14 PCC Renovation and Construction Project 2/28/22

03/25/2022 $99.49 Check Date Paid: Amount: 147457 Sherwin Williams03/21/2022Inv. 22538

Total PriceItem Description

$99.49 Paint - East Medicine Lk Bldg

03/25/2022 $257.25 Check Date Paid: Amount: 147458 Shred N Go Inc03/12/2022Inv. 132231

Total PriceItem Description$198.50 Shredding Services 3/9/22

03/19/2022Inv. 132472

Total PriceItem Description

$58.75 Shredding Services Mar 2022 - PCC

03/25/2022 $264.96 Check Date Paid: Amount: 147459 Stone & Steel Design LLC04/23/2021Inv. 4523

Total PriceItem Description

$264.96 Paver engraving

03/25/2022 $396.88 Check Date Paid: Amount: 147460 Streicher's Inc03/17/2022Inv. CM291999

Total PriceItem Description

($42.99)Credit - Polo

03/15/2022Inv. I1557229

Total PriceItem Description

$50.98 Polo shirt - M Gliniany

03/17/2022Inv. I1557498

Total PriceItem Description

$44.97 Refinish badges

03/17/2022Inv. I1557508

Total PriceItem Description

$343.92 Polos

03/25/2022 $610.84 Check Date Paid: Amount: 147461 Suburban Tire Wholesale Inc03/18/2022Inv. 10185621

Total PriceItem Description$426.84 Tires - #2056

03/22/2022Inv. 10185643

Total PriceItem Description

$184.00 Kenda Super Turf tires #5030

03/25/2022 $486.95 Check Date Paid: Amount: 147462 Taho Sportswear Inc03/07/2022Inv. 22TS0661

Total PriceItem Description

$289.20 Adult Soccer Champs LS Tee

03/15/2022Inv. 22TS0839

Total PriceItem Description

$197.75 Winter BB Champions T-shirt

03/25/2022 $454.00 Check Date Paid: Amount: 147463 Timesaver Off Site Secretarial

Page 34 of 48 4/4/2022 47

03/14/2022Inv. M27098

Total PriceItem Description$263.50 City Council Mtg Minutes 3/8/22

03/14/2022Inv. M27099

Total PriceItem Description

$190.50 Planning Commission Minutes - 3/9/22

03/25/2022 $334.15 Check Date Paid: Amount: 147464 Toll Company03/16/2022Inv. 10450839

Total PriceItem Description

$71.49 Welding gas cylinder

03/16/2022Inv. 10450842

Total PriceItem Description

$185.12 Forklift cylinder propane & propane fuel gas

03/18/2022Inv. 10451162

Total PriceItem Description

$35.99 Propane Delivery Check charge

03/21/2022Inv. 10451480

Total PriceItem Description$41.55 Propane fuel gas

03/25/2022 $1,000.00 Check Date Paid: Amount: 147465 Transportation Collaborative & Consultants LLC02/28/2022Inv. 3

Total PriceItem Description

$1,000.00 10000 Hwy 55 Traffic & Parking Study

03/25/2022 $648.00 Check Date Paid: Amount: 147466 Twin Cities Dots And Pop LLC03/18/2022Inv. I220318371

Total PriceItem Description

$648.00 Concession supplies - PIC

03/25/2022 $489.55 Check Date Paid: Amount: 147467 Uline03/03/2022Inv. 145822212

Total PriceItem Description

$310.81 Telescopic pole, combo cleaning tools - PCC

03/07/2022Inv. 145943092

Total PriceItem Description

$153.24 Anti-fatigue mat, cadillac mat

03/07/2022Inv. 145944915

Total PriceItem Description

$25.50 Microfiber duster

03/25/2022 $840.00 Check Date Paid: Amount: 147468 Ultimate Drain Service Inc03/04/2022Inv. 71215

Total PriceItem Description

$840.00 Thaw floor drains - ST73

03/25/2022 $551.83 Check Date Paid: Amount: 147469 Unifirst Corporation11/24/2021Inv. 0900662496

Total PriceItem Description$292.04 Uniform rental/laundry/rugs

12/01/2021Inv. 0900663866

Total PriceItem Description

$259.79 Uniform rental/laundry/rugs

03/25/2022 $1,094.15 Check Date Paid: Amount: 147470 The Watson Company03/17/2022Inv. 123878

Total PriceItem Description

$1,094.15 Concession supplies - PIC

03/25/2022 $147.00 Check Date Paid: Amount: 147471 WM Mueller and Sons Inc.12/21/2021Inv. 273255

Total PriceItem Description

$147.00 Lundquist CY

Page 35 of 48 4/4/2022 48

03/25/2022 $8,558.25 Check Date Paid: Amount: 147472 Workers Comp Reinsurance03/11/2022Inv. 63571

Total PriceItem Description$8,558.25 Workers Comp Reinsurance Premium Q2 2022

03/25/2022 $2,900.00 Check Date Paid: Amount: 147473 Zarnoth Brush Works Inc03/10/2022Inv. 0188437IN

Total PriceItem Description

$2,900.00 Disposable gutter brooms - #2056 & 2065

03/25/2022 $451.90 Check Date Paid: Amount: 147474 Zee Medical Service03/14/2022Inv. 54105776

Total PriceItem Description

$114.30 Medical Cabinet Resupply - PW

03/17/2022Inv. 54105795

Total PriceItem Description

$321.70 Medical Cabinet Resupply - PCC

03/17/2022Inv. 54105796

Total PriceItem Description

$15.90 Eye wash - ZWP

03/25/2022 $128.00 Check Date Paid: Amount: 147475 ASL Interpreting Services, Inc03/16/2022Inv. 2203561

Total PriceItem Description$128.00 Interpreting Services 3/11/22

03/25/2022 $75.00 Check Date Paid: Amount: 147476 Ncrc Nahro03/25/2022Inv. F032522

Total PriceItem Description

$75.00 Renew memberships - Plymouth HRA 5/31/22

03/25/2022 $207.09 Check Date Paid: Amount: 147477 Chris Capecchi03/22/2022Inv. F032222

Total PriceItem Description

$207.09 Reimburse mileage - MN Rural Water School CE

03/25/2022 $67.86 Check Date Paid: Amount: 147478 Blaine Duncan03/21/2022Inv. F032122

Total PriceItem Description

$67.86 Reimburse mileage to ABFTE Training

03/25/2022 $362.92 Check Date Paid: Amount: 147479 Brian Flynn03/22/2022Inv. F032222

Total PriceItem Description

$362.92 Reimburse expenses for ILEETA Conference

03/25/2022 $142.74 Check Date Paid: Amount: 147480 Brandon Olson03/22/2022Inv. F032222

Total PriceItem Description

$142.74 Reimburse mileage MBFTE Leadership Training

03/25/2022 $120.00 Check Date Paid: Amount: 147481 Ben Przybilla03/22/2022Inv. F032222

Total PriceItem Description

$120.00 Reimburse mileage - MN Rural Water School CE

03/25/2022 $92,500.00 Check Date Paid: Amount: 147482 Judy Luedke03/25/2022Inv. F032522

Total PriceItem Description$92,500.00 Easements for Phase 1 County 47 Reconstruction

03/25/2022 $92,500.00 Check Date Paid: Amount: 147483 Leonard Luedke03/25/2022Inv. F032522

Total PriceItem Description

$92,500.00 Easements for Phase 1 County 47 Reconstruction

Page 36 of 48 4/4/2022 49

04/01/2022 $53.00 Check Date Paid: Amount: 147495 Brenda Westphal03/23/2022Inv. Import - 9870

Total PriceItem Description$53.00 Park and Rec Refund

04/01/2022 $215.48 Check Date Paid: Amount: 147496 HERO PLUMBING HEATING & COOLING INC03/25/2022Inv. 00334551

Total PriceItem Description

$215.48 Refund - Permit - P202110288

04/01/2022 $44.20 Check Date Paid: Amount: 147497 HUBBARD ELECTRIC INC03/30/2022Inv. 00334712

Total PriceItem Description

$44.20 Refund - Permit - P202202264

04/01/2022 $88.00 Check Date Paid: Amount: 147498 Justina Jegam03/23/2022Inv. Import - 9871

Total PriceItem Description

$88.00 Park and Rec Refund

04/01/2022 $50.00 Check Date Paid: Amount: 147499 Kiah Whitmore03/28/2022Inv. Import - 9872

Total PriceItem Description

$25.00 Park and Rec Refund

03/28/2022Inv. Import - 9873

Total PriceItem Description$25.00 Park and Rec Refund

04/01/2022 $2,233.14 Check Date Paid: Amount: 147500 Action Fleet Inc03/21/2022Inv. I4897

Total PriceItem Description

$427.50 Decommission vehicle refurbish equipment - C-2 vehicle

03/24/2022Inv. I4911

Total PriceItem Description

$902.82 Repair Panorama Sharkfin MiMo - Tower II

03/29/2022Inv. I4918

Total PriceItem Description

$902.82 Install Panorama Sharkfin MiMo

04/01/2022 $1,188.35 Check Date Paid: Amount: 147501 Advanced Engineering & Environmental Services Ae2s03/15/2022Inv. 79516

Total PriceItem Description

$1,188.35 Mission Farms Lift Station Rehab Const Services 3/4/22

04/01/2022 $360.00 Check Date Paid: Amount: 147502 Adam Altman03/29/2022Inv. F032922

Total PriceItem Description

$360.00 Prepare your own will class - 1/12/22

04/01/2022 $320.00 Check Date Paid: Amount: 147503 American Red Cross03/23/2022Inv. 22411438

Total PriceItem Description

$320.00 Water Safety Instructor-BL K Yandell

04/01/2022 $200.78 Check Date Paid: Amount: 147504 ARC Document Solutions Llc/Riot Creative Imaging03/17/2022Inv. 54MNI9048794

Total PriceItem Description$200.78 5 MIL Matte Vinyl W/PSA

04/01/2022 $1,263.57 Check Date Paid: Amount: 147505 Aspen Mills03/21/2022Inv. 290832

Total PriceItem Description

$692.60 Coat, jacket, pants, cap, gold bugles - G Jurek

03/22/2022Inv. 290928

Page 37 of 48 4/4/2022 50

Total PriceItem Description$169.50 Boots - L Robinson

03/22/2022Inv. 290933

Total PriceItem Description

$206.98 Boots, belt - S Chismar

03/22/2022Inv. 290934

Total PriceItem Description

$194.49 Boots, socks - A Kragthorpe

04/01/2022 $715.50 Check Date Paid: Amount: 147506 ATN Holdings LLC - Systems Furniture03/02/2022Inv. 14102791

Total PriceItem Description

$715.50 Electronic lift table base w/white surface

04/01/2022 $13,500.00 Check Date Paid: Amount: 147507 Berriochoa Construction Inc.03/10/2022Inv. CM325

Total PriceItem Description

$13,500.00 Installation of fire training maze

04/01/2022 $19,678.00 Check Date Paid: Amount: 147508 Built LLC03/09/2022Inv. F030922

Total PriceItem Description$19,678.00 CDBG Rehab-John & Heidi Palm-1/2 Down Deposit

04/01/2022 $39,056.90 Check Date Paid: Amount: 147509 Campbell Knutson Prof Assoc02/28/2022Inv. F022822

Total PriceItem Description

$8,204.23 General Routine Legal - February 2022$27,445.00 General Routine Legal - February 2022 - Legal Retainer

$519.65 General Routine Legal - February 2022 - Criminal Prosecution($17.00)General Routine Legal - February 2022 - Forfeited Vehicles

$85.00 General Routine Legal - February 2022 - HRA General$493.00 General Routine Legal - February 2022 - BE2021041

$1,488.52 General Routine Legal - February 2022 - ST250002$161.50 General Routine Legal - February 2022 - ST220003$340.00 General Routine Legal - February 2022 - ST229001$269.00 General Routine Legal - February 2022 - ST220001$68.00 General Routine Legal - February 2022 - WR200001

04/01/2022 $120.24 Check Date Paid: Amount: 147510 CDW Government Inc03/21/2022Inv. T733003

Total PriceItem Description

$120.24 Logitech Slim Folio for IPad - K Johnson

04/01/2022 $78.30 Check Date Paid: Amount: 147511 Centerpoint Energy03/21/2022Inv. F032122

Total PriceItem Description

$78.30 Gas bill acct 116555335 - FS2

04/01/2022 $119.73 Check Date Paid: Amount: 147512 Centurylink/Lumen03/19/2022Inv. F0319226847

Total PriceItem Description

$119.73 Phone line 763-473-6847 - 3/19-4/18/22

04/01/2022 $74.89 Check Date Paid: Amount: 147513 Cintas Corporation03/21/2022Inv. 4113996704

Total PriceItem Description$74.89 Janitorial supplies PIC

04/01/2022 $600.00 Check Date Paid: Amount: 147514 City of Brooklyn Center03/25/2022Inv. F032522

Total PriceItem Description

$600.00 Safe-T-Training - 2 firefighters

04/01/2022 $1,718.15 Check Date Paid: Amount: 147515 Cobblestone Software04/01/2022Inv. 12581

Page 38 of 48 4/4/2022 51

Total PriceItem Description$1,718.15 Cobblestone Maintenance 4/23/22 - 4/23/23

04/01/2022 $36,622.63 Check Date Paid: Amount: 147516 Compass Minerals/North American Salt03/10/2022Inv. 971917

Total PriceItem Description

$36,622.63 Road salt delivered 502.92 tons state contract 177613

04/01/2022 $84.00 Check Date Paid: Amount: 147517 Constantine Dance Classes03/20/2022Inv. F032022

Total PriceItem Description

$84.00 Private dance lesson

04/01/2022 $270.00 Check Date Paid: Amount: 147518 Crawford Door Sales of The Twin Cities01/11/2022Inv. 44504

Total PriceItem Description

$270.00 #9 & #11 Adjusted timer to close - Maint shop

04/01/2022 $170.55 Check Date Paid: Amount: 147519 Crown Marking Inc03/28/2022Inv. OE84701

Total PriceItem Description

$170.55 City Council name tags

04/01/2022 $1,435.85 Check Date Paid: Amount: 147520 Dalco03/23/2022Inv. 3913048

Total PriceItem Description$1,435.85 Enmotion roll towel, tissue - PIC

04/01/2022 $4,911.08 Check Date Paid: Amount: 147521 Design Electric Inc.03/18/2022Inv. 16181

Total PriceItem Description

$4,911.08 Exterior light pole replacement

04/01/2022 $517.80 Check Date Paid: Amount: 147522 Drew's Concessions LLC03/28/2022Inv. 2799

Total PriceItem Description

$517.80 Concession supplies - PIC

04/01/2022 $750.00 Check Date Paid: Amount: 147523 ECM Publishers Inc03/27/2022Inv. 884183

Total PriceItem Description

$750.00 Publication - Metrolink 2022

04/01/2022 $29,234.14 Check Date Paid: Amount: 147524 Esri Inc03/28/2022Inv. 94223279

Total PriceItem Description

$29,234.14 Arcview Maintenance 6/5/22 - 6/4/23

04/01/2022 $21,000.00 Check Date Paid: Amount: 147525 Everbridge02/14/2022Inv. M68533

Total PriceItem Description

$21,000.00 Everbridge Mass Notification System Annual Subscription

04/01/2022 $200.00 Check Date Paid: Amount: 147526 Thomas Fabick03/31/2022Inv. F033122

Total PriceItem Description

$200.00 Water Efficiency Rebate Program - Rebate Funds

04/01/2022 $157.33 Check Date Paid: Amount: 147527 Factory Motor Parts Co03/24/2022Inv. 17488648

Total PriceItem Description$40.68 Lube filters - stock

03/23/2022Inv. 70481406

Total PriceItem Description

$114.84 Battery - #373

03/24/2022Inv. 70481490

Page 39 of 48 4/4/2022 52

Total PriceItem Description$1.81 Oil filter

04/01/2022 $198.75 Check Date Paid: Amount: 147528 Justin Feigel03/30/2022Inv. F033022

Total PriceItem Description

$198.75 Water Efficiency Rebate Program - Rebate Funds

04/01/2022 $246.00 Check Date Paid: Amount: 147529 Gertens / Spike's Feed03/24/2022Inv. 15812712

Total PriceItem Description

$170.00 Jet air rebuild kit, piston spring, check valves

03/24/2022Inv. 15813212

Total PriceItem Description

$160.00 Jet air glass cylinder

03/24/2022Inv. 4547512

Total PriceItem Description

($84.00)Return check valves

04/01/2022 $1,956.29 Check Date Paid: Amount: 147530 Grainger03/14/2022Inv. 9243984169

Total PriceItem Description$264.72 Air filters - PIC

03/23/2022Inv. 9254516587

Total PriceItem Description

$58.08 Pry bars

03/24/2022Inv. 9256149163

Total PriceItem Description

$31.95 Square point shovel

03/24/2022Inv. 9256527996

Total PriceItem Description

$475.64 Wet/Dry Vac, Ion battery

03/29/2022Inv. 9261199856

Total PriceItem Description

$722.40 Speed bumps

03/29/2022Inv. 9261199864

Total PriceItem Description

$403.50 U-Block vests

04/01/2022 $8,844.00 Check Date Paid: Amount: 147531 Hawkins Inc03/15/2022Inv. 6141894

Total PriceItem Description

$8,844.00 Hydrofluosilicic acid and LPC-9L chemicals for central plant

04/01/2022 $3,950.00 Check Date Paid: Amount: 147532 Hennepin Technical College03/25/2022Inv. 00425838

Total PriceItem Description$2,150.00 Facility rental - In Service Training 3/16 & 3/18

03/25/2022Inv. 00425845

Total PriceItem Description

$1,800.00 Facility rental - Firearms Training 3/16 & 3/18

04/01/2022 $141.75 Check Date Paid: Amount: 147533 Derek Hicks03/31/2022Inv. F033122

Total PriceItem Description

$141.75 Water Efficiency Rebate Program - Rebate Funds

04/01/2022 $13,178.39 Check Date Paid: Amount: 147534 Hockenbergs Equip & Supply Co/Trimark03/17/2022Inv. 2841981

Total PriceItem Description

$81.64 Dishwasher & Installation - Splash Panel Kit

03/17/2022Inv. 2841982

Total PriceItem Description

$13,096.75 Dishwasher & Installation

Page 40 of 48 4/4/2022 53

04/01/2022 $19.00 Check Date Paid: Amount: 147535 Hohenstein, Jeffrey03/29/2022Inv. F032922

Total PriceItem Description$19.00 Reimburse Class A Drivers license - J Hohenstein

04/01/2022 $1,377.21 Check Date Paid: Amount: 147536 Home Depot03/18/2022Inv. 0010424

Total PriceItem Description

$121.10 Kneeling pad, bolts, nuts

03/28/2022Inv. 0192555

Total PriceItem Description

($55.74)Spray paint - return

03/28/2022Inv. 0192556

Total PriceItem Description

$51.84 Spray paint

03/28/2022Inv. 0192558

Total PriceItem Description

$5.97 Carpet cleaner

03/16/2022Inv. 2010009

Total PriceItem Description$31.91 Gloves, drill bits

03/16/2022Inv. 2010110

Total PriceItem Description

$6.48 Concrete sealant - PCC

03/16/2022Inv. 2010131

Total PriceItem Description

$10.39 Foam sealant, duct tape

03/25/2022Inv. 3011660

Total PriceItem Description

$63.92 Storage totes for holiday lights

03/25/2022Inv. 3011674

Total PriceItem Description

$68.92 Gloves, ratchet strap

03/25/2022Inv. 3011690

Total PriceItem Description

$55.74 Spray paint

03/24/2022Inv. 4011567

Total PriceItem Description

$242.92 Cable ties, arm hanger, hooks, painting supplies

03/24/2022Inv. 4054511

Total PriceItem Description$111.78 Tension bar, hooks, fence post set

03/23/2022Inv. 5314987

Total PriceItem Description

$309.84 Paint, wrench set, tape measure, mech set

03/22/2022Inv. 6314952

Total PriceItem Description

$32.88 Spray paint

03/21/2022Inv. 7063590

Total PriceItem Description

$16.09 Bungee cords, dish soap, sponges

03/09/2022Inv. 9016055

Total PriceItem Description

$303.17 Organizer, pliers, knife, wrenches, claw hammers

04/01/2022 $74.63 Check Date Paid: Amount: 147537 Huebsch Services12/22/2021Inv. 20120817

Total PriceItem Description$74.63 Janitorial supplies - ST3

04/01/2022 $26,713.90 Check Date Paid: Amount: 147538 Insituform Technologies USA Inc

Page 41 of 48 4/4/2022 54

03/16/2022Inv. 681595

Total PriceItem Description$26,713.90 2021 Sanitary Sewer Lining Project #SS219001 3/1-3/16/22

04/01/2022 $11,198.00 Check Date Paid: Amount: 147539 Jefferson Lines02/25/2022Inv. 13315

Total PriceItem Description

$1,440.00 Transportation - Welch Village - 2/25

02/25/2022Inv. 13316

Total PriceItem Description

$1,440.00 Transportation - Welch Village - 2/25

02/04/2022Inv. 13317

Total PriceItem Description

$1,050.00 Transportation - Hastings - 2/4

02/04/2022Inv. 13318

Total PriceItem Description

$1,250.00 Transportation - Trollhaugen - 2/4

02/11/2022Inv. 13319

Total PriceItem Description$1,156.00 Transportation - Wild Mountain - 2/11

02/11/2022Inv. 13320

Total PriceItem Description

$1,156.00 Transportation - Wild Mountain - 2/11

02/25/2022Inv. 13321

Total PriceItem Description

$1,360.00 Transportation - Welch Village - 2/25

02/04/2022Inv. 13322

Total PriceItem Description

$1,190.00 Transportation - Trollhaugen - 2/4

02/11/2022Inv. 13323

Total PriceItem Description

$1,156.00 Transportation - Wild Mountain - 2/11

04/01/2022 $249.00 Check Date Paid: Amount: 147540 John's Auto Electric Inc03/24/2022Inv. F032422

Total PriceItem Description

$249.00 41012400NJ - #5020

04/01/2022 $33.50 Check Date Paid: Amount: 147541 K&S Engraving03/22/2022Inv. 12039

Total PriceItem Description

$12.50 Par tags - Darley

03/25/2022Inv. 12045

Total PriceItem Description$21.00 Name plate - D Kuhnly

04/01/2022 $64,507.11 Check Date Paid: Amount: 147542 Kimley-Horn And Associates Inc02/28/2022Inv. 20998789

Total PriceItem Description

$64,507.11 CR 47 Recon - Phase 1 Final & Construction Services 2/28/22

04/01/2022 $1,106.84 Check Date Paid: Amount: 147543 Kodiak Power Systems, Inc / Michael Prouix03/18/2022Inv. KPS0960

Total PriceItem Description

$1,106.84 Diagnose & repair low coolant temp alarms - Imperial LS

04/01/2022 $820.95 Check Date Paid: Amount: 147544 Konecta LLC03/28/2022Inv. 3675

Total PriceItem Description

$820.95 Repair cellular repeater system - PS

04/01/2022 $13,692.32 Check Date Paid: Amount: 147545 L&K Design Build01/01/2022Inv. 610574

Page 42 of 48 4/4/2022 55

Total PriceItem Description$10,467.55 Invoice 610574 - Duaine King - CDBG Rehab

03/01/2022Inv. 610628

Total PriceItem Description

$3,224.77 Invoice 610628 - Duaine King - CDBG Rehab

04/01/2022 $344.43 Check Date Paid: Amount: 147546 Lano Equipment Inc03/11/2022Inv. 03897902

Total PriceItem Description

$344.43 Wafer poly, wafer wire

04/01/2022 $2,000.00 Check Date Paid: Amount: 147547 Loftus Ornamental Iron Inc03/22/2022Inv. 1202225460

Total PriceItem Description

$2,000.00 Plant sign holders

04/01/2022 $8,500.00 Check Date Paid: Amount: 147548 M R Sign Co Inc03/09/2022Inv. 215317

Total PriceItem Description

$8,500.00 Drop Off Day Traffic Control Sign Posts

04/01/2022 $265.54 Check Date Paid: Amount: 147549 Macqueen Equipment/Emergency03/28/2022Inv. P40907

Total PriceItem Description$265.54 WLD - Dirtshoe RH - #2056

04/01/2022 $219.75 Check Date Paid: Amount: 147550 Metro Heating & Cooling LLC03/11/2022Inv. 188429

Total PriceItem Description

$219.75 Invoice 188429 - Flanery-CDBG -Trap direct replacement

04/01/2022 $2,964.08 Check Date Paid: Amount: 147551 Metropolitan Council03/18/2022Inv. 0001137490

Total PriceItem Description

$2,964.08 Industrial Capacity Charge - ZWP

04/01/2022 $88.26 Check Date Paid: Amount: 147552 Midway Ford03/24/2022Inv. 706700

Total PriceItem Description

$88.26 Wire assembly - stock

04/01/2022 $35.00 Check Date Paid: Amount: 147553 Minnesota Association for Property and Evidence03/24/2022Inv. 47

Total PriceItem Description

$35.00 MAPET Dues

04/01/2022 $175.42 Check Date Paid: Amount: 147554 Minnesota Equipment03/23/2022Inv. P67689

Total PriceItem Description

$77.44 Hinges & pins - #5068

03/28/2022Inv. P67956

Total PriceItem Description

$97.98 Filter element, filter spin

04/01/2022 $600.00 Check Date Paid: Amount: 147555 Minnesota Fire Service Certification Board/Mfscb01/17/2022Inv. 9633

Total PriceItem Description$600.00 Fire Officer I Cert Exam - Collins, Friske, Rousu, Sharpe, Vidal

04/01/2022 $60.00 Check Date Paid: Amount: 147556 Minuteman Press03/23/2022Inv. 32644

Total PriceItem Description

$60.00 Business cards - S Nuebel, J Bendiske, M Elbin

04/01/2022 $58,679.00 Check Date Paid: Amount: 147557 MN Dept of Health03/28/2022Inv. F032822

Page 43 of 48 4/4/2022 56

Total PriceItem Description$58,679.00 01/01/2022-03/31/22 Community Water Supply Connection Fee

04/01/2022 $23.00 Check Date Paid: Amount: 147558 MN Dept of Health03/21/2022Inv. F032122

Total PriceItem Description

$23.00 Waterworks Operator Exam - D Dressel

04/01/2022 $594.75 Check Date Paid: Amount: 147559 Montgomery Brinkman LLC03/10/2022Inv. 53192

Total PriceItem Description

$594.75 Remove graffiti - PCC

04/01/2022 $150.00 Check Date Paid: Amount: 147560 Motorola Solutions Inc03/14/2022Inv. 8281343677

Total PriceItem Description

$150.00 APX Consolette rack mount kit

04/01/2022 $599.00 Check Date Paid: Amount: 147561 Ms Govern/Harris Govern-Computer/Cityview03/28/2022Inv. MUNCT0000430

Total PriceItem Description

$599.00 Bluebeam Revu eXtreme license

04/01/2022 $49.32 Check Date Paid: Amount: 147562 Napa Genuine Auto Parts Co03/25/2022Inv. 2349784946

Total PriceItem Description$32.08 Halogen sealed beams, connector - stock

03/28/2022Inv. 2349785253

Total PriceItem Description

$17.24 Fuel filter

04/01/2022 $1,392.00 Check Date Paid: Amount: 147563 Ncpers Group Life Insurance03/05/2022Inv. 695600042022

Total PriceItem Description

$1,392.00 Optional Life Insurance Premium Apr 2022

04/01/2022 $57,826.89 Check Date Paid: Amount: 147564 New Look Contracting Inc03/11/2022Inv. 1

Total PriceItem Description

$57,826.89 Plymouth Marketplace Drainage Improvement Const Prjct - 2/18/22

04/01/2022 $46.44 Check Date Paid: Amount: 147565 Newman Traffic Signs03/24/2022Inv. TRFINV038213

Total PriceItem Description

$46.44 Special traffic signs

04/01/2022 $74.04 Check Date Paid: Amount: 147566 Nuss Truck And Equipment03/21/2022Inv. 4702872P

Total PriceItem Description

$74.04 Fuel module - #2084

04/01/2022 $8,066.00 Check Date Paid: Amount: 147567 Nystrom Publishing Co Inc03/01/2022Inv. 45218

Total PriceItem Description

$8,066.00 March/April 2022 Newsletter

04/01/2022 $504.14 Check Date Paid: Amount: 147568 Office Depot03/16/2022Inv. 228115012001

Total PriceItem Description$49.99 Footrest stool

03/23/2022Inv. 232267291002

Total PriceItem Description

$10.24 Label tape

03/23/2022Inv. 234468935001

Total PriceItem Description

$102.74 Labels, clipboards

Page 44 of 48 4/4/2022 57

03/23/2022Inv. 234489464001

Total PriceItem Description$97.02 Steno books, post its, pens, correct tape, protector sheet

03/21/2022Inv. 234579271001

Total PriceItem Description

$140.07 Batteries, labels

03/18/2022Inv. 235350521001

Total PriceItem Description

$104.08 Mailers, tissue, parchment paper, labels, doc covers

04/01/2022 $100.00 Check Date Paid: Amount: 147569 Carlos Ortega03/30/2022Inv. F033022

Total PriceItem Description

$100.00 Water Efficiency Rebate Program - Rebate Funds

04/01/2022 $2,063.00 Check Date Paid: Amount: 147570 Ostvig Tree, Inc.03/23/2022Inv. 1245

Total PriceItem Description

$1,113.00 Street tree pruning

03/23/2022Inv. 1246

Total PriceItem Description$150.00 Tree removal - 9 Union Terrace Ln N

03/23/2022Inv. 1248

Total PriceItem Description

$150.00 Tree removal - 404 Union Terrace Ln N

03/23/2022Inv. 1316

Total PriceItem Description

$300.00 Tree removal - 11 Union Terrace Ln N

03/25/2022Inv. 1659

Total PriceItem Description

$350.00 Tree removal & trimming contract - 11620 52nd Ave N

04/01/2022 $1,151.16 Check Date Paid: Amount: 147571 Owens Companies Inc03/21/2022Inv. 97717

Total PriceItem Description

$279.60 Troubleshoot heating pumps - PCC

03/22/2022Inv. 97731

Total PriceItem Description

$871.56 Installed new auto air drain - ZWP

04/01/2022 $6,519.00 Check Date Paid: Amount: 147572 Performance Plus Llc/Health Strategies03/08/2022Inv. 122536

Total PriceItem Description

$6,519.00 Annual Firefighters physicals

04/01/2022 $291.64 Check Date Paid: Amount: 147573 Pirtek03/08/2022Inv. PLT00009873

Total PriceItem Description$291.64 Hose assembly - #2082

04/01/2022 $341.24 Check Date Paid: Amount: 147574 Powerplan / Rdo / Vermeer03/24/2022Inv. P4786114

Total PriceItem Description

$341.24 Rear view mirror - #393

04/01/2022 $1,463.40 Check Date Paid: Amount: 147575 Quadient Leasing Usa, Inc03/24/2022Inv. N9336373

Total PriceItem Description

$1,463.40 Mail machine quarterly rental - 1/25/22-4/24/22

04/01/2022 $14.31 Check Date Paid: Amount: 147576 Republic Services #89403/15/2022Inv. 0894005633717

Total PriceItem Description

$14.31 Waste Removal - Acct#308940102950 - HRA

Page 45 of 48 4/4/2022 58

04/01/2022 $1,677.00 Check Date Paid: Amount: 147577 Room To Breathe LLC03/21/2022Inv. F032122

Total PriceItem Description$1,677.00 Yoga classes

04/01/2022 $150.00 Check Date Paid: Amount: 147578 Roto-Rooter03/18/2022Inv. 4823830541

Total PriceItem Description

$150.00 Clean sewer pipe - 4120 Berkshire Ln N

04/01/2022 $213.79 Check Date Paid: Amount: 147579 Saltco Msp LLC03/20/2022Inv. 82146

Total PriceItem Description

$70.00 Salt Equipment Rental Monthly Fee - PIC

03/21/2022Inv. 82713

Total PriceItem Description

$143.79 Solar salt - PIC

04/01/2022 $200.03 Check Date Paid: Amount: 147580 Sherwin Williams03/17/2022Inv. 21159

Total PriceItem Description

$112.16 Paint

03/24/2022Inv. 23734

Total PriceItem Description$87.87 Repose gray paint

04/01/2022 $160.00 Check Date Paid: Amount: 147581 Silent Knight Sec Sys of MN In03/23/2022Inv. 133177

Total PriceItem Description

$160.00 Service call - Simplex Panel - PIC

04/01/2022 $10,000.00 Check Date Paid: Amount: 147582 State of Minnesota03/18/2022Inv. MUL202298705

Total PriceItem Description

$10,000.00 MnDOT ROW Permit Bond

04/01/2022 $1,056.00 Check Date Paid: Amount: 147583 Streicher's Inc03/21/2022Inv. I1558102

Total PriceItem Description

$1,056.00 Ballistic Panel set & carrier - M Johnson

04/01/2022 $279.90 Check Date Paid: Amount: 147584 Suburban Tire Wholesale Inc03/24/2022Inv. 10185707

Total PriceItem Description

$279.90 Tires - #5069

04/01/2022 $1,280.00 Check Date Paid: Amount: 147585 T Mobile03/21/2022Inv. F031222

Total PriceItem Description

$1,280.00 Cell phones Acct 968136300 2/21/22-3/20/22

04/01/2022 $1,209.20 Check Date Paid: Amount: 147586 Tactical Products & Services02/03/2022Inv. 1070

Total PriceItem Description

$1,209.20 Ballistic vest

04/01/2022 $374.10 Check Date Paid: Amount: 147587 Taho Sportswear Inc03/18/2022Inv. 22TS0838

Total PriceItem Description$374.10 Youth baseball clinic t-shirt

04/01/2022 $940.00 Check Date Paid: Amount: 147588 Techtron Engineering Inc03/25/2022Inv. 27523

Total PriceItem Description

$940.00 Pre-demo asbestos survey - 4835 Holly Ln N

Page 46 of 48 4/4/2022 59

04/01/2022 $5,875.00 Check Date Paid: Amount: 147589 Three Rivers Park District03/16/2022Inv. 2200000294

Total PriceItem Description$5,875.00 2021 Water Quality Monitoring - Report

04/01/2022 $1,980.00 Check Date Paid: Amount: 147590 Brian Truesdell03/29/2022Inv. 063856

Total PriceItem Description

$1,980.00 Replace DAR lettering W/Click & Ride lettering - 9 buses

04/01/2022 $470.00 Check Date Paid: Amount: 147591 Ultimate Drain Service Inc03/04/2022Inv. 71259

Total PriceItem Description

$470.00 Sewer jetting - Historic House

04/01/2022 $482.97 Check Date Paid: Amount: 147592 Unifirst Corporation03/16/2022Inv. 0900684355

Total PriceItem Description

$240.96 Uniform rental/laundry/rugs

03/23/2022Inv. 0900685706

Total PriceItem Description

$242.01 Uniform rental/laundry/rugs

04/01/2022 $2,660.20 Check Date Paid: Amount: 147593 Versare Solutions, LLC/EverBlock03/23/2022Inv. 754087

Total PriceItem Description$2,660.20 Art Gallery Room Dividers - PCC Project

04/01/2022 $1,791.78 Check Date Paid: Amount: 147594 The Watson Company03/24/2022Inv. 123999

Total PriceItem Description

$1,791.78 Concession supplies - PIC

04/01/2022 $250.00 Check Date Paid: Amount: 147595 Wright County03/25/2022Inv. F032522

Total PriceItem Description

$250.00 Hwy 55 Coalition Dues

04/01/2022 $31,993.00 Check Date Paid: Amount: 147596 WSB & Associates03/22/2022Inv. R01358900013

Total PriceItem Description

$870.00 Wellhead Protection Implementation thru 2/28/22

03/22/2022Inv. R01449400032

Total PriceItem Description

$2,392.00 Construction Services 2/28/22

03/22/2022Inv. R01754800010

Total PriceItem Description

$824.00 2021 Well Rehab Eng. Services Feb 2022

03/22/2022Inv. R0179730007

Total PriceItem Description

$614.50 Zachary WTP MCC Replacement thru 2/28/22

03/22/2022Inv. R01815300010

Total PriceItem Description$9,749.50 Zachary WTP Coatings Rehabilitation Project -Design and Bidding

02/21/2022Inv. R0181530009

Total PriceItem Description

$12,257.00 Zachary WTP Coatings Rehabilitation Project -Design and Bidding

03/22/2022Inv. R0195990002

Total PriceItem Description

$2,112.00 City Center Roadway Rehab Concept Engineering Feb 2022

03/22/2022Inv. R0196480002

Total PriceItem Description

$3,174.00 2022 Well Rehabilitation Design thru 2/28/22

Page 47 of 48 4/4/2022 60

04/01/2022 $47,042.66 Check Date Paid: Amount: 147597 Xcel Energy03/21/2022Inv. 772481452

Total PriceItem Description$38.78 Gas bill acct 5100139320523 - 14227 41st Ave N

03/23/2022Inv. 772743006

Total PriceItem Description

$4,559.11 Traffic Signals Acct 5168562158

03/24/2022Inv. 772886626

Total PriceItem Description

$7,283.73 City Parks Acct 5150974955

03/24/2022Inv. 772902321

Total PriceItem Description

$35,161.04 City Buildings Acct 5167107940

04/01/2022 $86.58 Check Date Paid: Amount: 147598 Jamel Anderson03/22/2022Inv. F032222

Total PriceItem Description

$86.58 Mileage reimbursement - Fire Academy 3/6/22

04/01/2022 $195.43 Check Date Paid: Amount: 147599 Dave Dreelan03/28/2022Inv. F032822

Total PriceItem Description$195.43 Reimburse food - 8 hour event

04/01/2022 $177.00 Check Date Paid: Amount: 147600 Dave Durenberger03/26/2022Inv. F032622

Total PriceItem Description

$177.00 Meal reimbursement - training 3/15-3/17

04/01/2022 $19.00 Check Date Paid: Amount: 147601 Jim Grant03/30/2022Inv. F033022

Total PriceItem Description

$19.00 Reimburse CDL Class A license - J Grant

04/01/2022 $2,372.50 Check Date Paid: Amount: 147602 Law Enforce Labor Services Inc / LELS03/18/2022Inv. 2022-00000068

Total PriceItem Description

$1,950.00 03/25/2022 Deduction Police Union Dues$422.50 03/25/2022 Deduction SGT Union Dues

04/01/2022 $21.00 Check Date Paid: Amount: 147603 Todd Miller03/30/2022Inv. F033022

Total PriceItem Description

$21.00 Reimburse CDL Class A permit - T Miller

Total Payments: Total Amount Paid: $6,374,673.76 406

Page 48 of 48 4/4/2022 61

Check Payment Register - UB Refunds03/12/2022 04/01/2022to

03/18/2022 $11.89 Check Date Paid: Amount: Nathan Anderson147205Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $151.73 Check Date Paid: Amount: Lenny Ardashnikov147206Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $33.08 Check Date Paid: Amount: Cove Builders LLC147207Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $86.93 Check Date Paid: Amount: Dolores Durand147208Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $23.27 Check Date Paid: Amount: Charles Hayssen147209Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $70.11 Check Date Paid: Amount: Kevin Johnson147210Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $27.57 Check Date Paid: Amount: Gaurav Kumar147211Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $19.72 Check Date Paid: Amount: John Madson147212Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $200.00 Check Date Paid: Amount: Sandra Munoz Acosta147213Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $185.67 Check Date Paid: Amount: Ryan Oconnell147214Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $49.94 Check Date Paid: Amount: Beatrice Ogembo147215Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $81.47 Check Date Paid: Amount: Opendoor Property Trust147216Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $89.22 Check Date Paid: Amount: Balakrishnan Radhakrishnan147217Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $150.00 Check Date Paid: Amount: Charles Smith147218Refund 03/18/2022 Overpayment - final account refund

03/18/2022 $200.46 Check Date Paid: Amount: Sarah Thornbrough147219Refund 03/18/2022 Overpayment - refund requested

03/25/2022 $192.72 Check Date Paid: Amount: Eric Andrews147370Refund 03/25/2022 Overpayment - final account refund

03/25/2022 $7.56 Check Date Paid: Amount: Amanda Blue147371Refund 03/25/2022 Overpayment - final account refund

03/25/2022 $134.62 Check Date Paid: Amount: Boris Brnic147372Refund 03/25/2022 Overpayment - final account refund

03/25/2022 $110.81 Check Date Paid: Amount: Kerri Dlugokinski147373Refund 03/25/2022 Overpayment - final account refund

03/25/2022 $140.62 Check Date Paid: Amount: Shawn Elliot147374Refund 03/25/2022 Overpayment - final account refund

03/25/2022 $191.58 Check Date Paid: Amount: Nicholas Garcia147375Refund 03/25/2022 Overpayment - final account refund

03/25/2022 $71.54 Check Date Paid: Amount: John Madson147376Refund 03/25/2022 Overpayment - final account refund

03/25/2022 $102.90 Check Date Paid: Amount: Robert Morris147377

Page 1 of 2 4/4/2022 62

Refund 03/25/2022 Overpayment - final account refund

03/25/2022 $8.25 Check Date Paid: Amount: Jacob Paulson147378Refund 03/25/2022 Overpayment - final account refund

03/25/2022 $145.16 Check Date Paid: Amount: Calvin Rice147379Refund 03/25/2022 Overpayment - final account refund

03/25/2022 $268.57 Check Date Paid: Amount: Michelle Schaefer147380Refund 03/25/2022 Overpayment - final account refund

03/25/2022 $164.13 Check Date Paid: Amount: Aaron Schmoldt147381Refund 03/25/2022 Overpayment - final account refund

03/25/2022 $167.13 Check Date Paid: Amount: Kaitlin Shinkle147382Refund 03/25/2022 Overpayment - final account refund

04/01/2022 $78.70 Check Date Paid: Amount: Jeffrey Andrade147484Refund 04/01/2022 Overpayment - final account refund

04/01/2022 $82.68 Check Date Paid: Amount: Jacob Bills147485Refund 04/01/2022 Overpayment - final account refund

04/01/2022 $100.60 Check Date Paid: Amount: Mary Brown147486Refund 04/01/2022 Overpayment - Refund Requested

04/01/2022 $12.74 Check Date Paid: Amount: Daniel Coffin147487Refund 04/01/2022 Overpayment - final account refund

04/01/2022 $544.95 Check Date Paid: Amount: Barbara Fritz147488Refund 04/01/2022 Overpayment - refund requested

04/01/2022 $178.63 Check Date Paid: Amount: Douglas Hanson147489Refund 04/01/2022 Overpayment - final account refund

04/01/2022 $223.56 Check Date Paid: Amount: Julie Mannix147490Refund 04/01/2022 Overpayment - refund requested

04/01/2022 $63.28 Check Date Paid: Amount: Clarence Peterson147491Refund 04/01/2022 Overpayment - final account refund

04/01/2022 $124.01 Check Date Paid: Amount: Prashan Prabhudesai147492Refund 04/01/2022 Overpayment - final account refund

04/01/2022 $22.21 Check Date Paid: Amount: Anne Sanford147493Refund 04/01/2022 Overpayment - final account refund

04/01/2022 $20.87 Check Date Paid: Amount: David Schroth147494Refund 04/01/2022 Overpayment - final account refund

Total Refunds: Total Amount Paid: $4,538.88 39

Page 2 of 2 4/4/2022 63

64

65

Invoice Expense Distribution for Period Ended 4/1/22 Council Meeting 4/12/22

FUND 100 General Fund 622,634.33200 Recreation Fund 41,247.31210 Parker's Lake Cemetery Maint 292,180.99220 Transit System Fund 0.00234 Economic Development Fund 0.00240 Lawful Gambling 0.00250 Comm Dev Block Grant Fund 33,590.07254 HRA Section 8 Fund 982.50254 HAP Check Summary 256,781.83258 HRA General Fund 2,073.64308 2005A TIF #1-1 0.00310 2009A TIF #7-5A Refund 1998A 0.00312 2010A GO Open Space 0.00314 2012A GO Refunding 2004A 0.00315 2015A GO Open Space 0.00400 General Capital Projects Fund 70,463.76401 Minnesota State Aid Fund 0.00404 Community Improvement 0.00405 Park Replacement Fund 264.96406 Street Reconstruction Fund 0.00407 Project Administration Fund 0.00408 Park Construction 0.00409 Capital Improvement Fund 0.00412 Water Sewer Replace 0.00413 Improvement Project Construction 274,836.78417 Project Warranty Repairs 0.00418 Utility Trunk System Expansion 0.00420 Water Sewer Construction 0.00421 ENT-Water Resources Constrctn 0.00422 TIF 7-4 PTP Construction 0.00423 TIF 7-5 Rottlund (Const) 0.00424 TIF 7-6 Berkshire 0.00425 TIF Housing Assistance Program 0.00426 TIF 7-7 Stonecreek 0.00427 TIF 1-1 Shops at Plymth Crk 0.00428 TIF 1-2 Vicksburg Commons 0.00429 TIF HRA 1-3 Crossroads Station 0.00432 TIF 7-8 Quest 0.00433 TIF 7-9 Four Seasons 0.00434 TIF 7-10 Sands 0.00435 Plymouth Creek Center Expansion 1,588,101.81436 Doran Bassett Creek 0.00437 CON - Fire Stations 1,190,356.13500 Water Fund 191,627.72510 Water Resources Fund 303,218.82520 Sewer Fund 785,528.14530 Solid Waste Management Fund 95,753.45540 Ice Center Fund 50,929.57550 Field House Fund 7,253.80600 Central Equipment Fund 266,260.38610 Public Facilities Fund 92,596.51620 Information Technology Fund 79,401.47630 Risk Management Fund 10,536.69640 Employee Benefits Fund 347,866.31660 Resource Planning (17.00)700 Parkers's Lake Cemetery 0.00800 Investment Trust Fund 1,524.50850 Plymouth Town Square 0.00851 Vicksburg Crossing 30,000.00

Total Invoice Expense Distribution: 6,635,994.47

66

CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION APPROVING DISBURSEMENTS ENDING APRIL 1, 2022

WHEREAS, a list of disbursements for the period ending April 1, 2022 was presented to the City Council for approval.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH,MINNESOTA that the payment of the list of disbursements of the following funds is approved.

US Bank – Check Register General & Special Revenue $ 989,652.70 Construction & Debt Service $ 3,124,023.44

Enterprise & Internal Service $ 2,262,480.36 Housing Redevelopment $ 3,056.14 Check Register Total $ 6,379,212.64

US Bank – Housing Assistance Payments Housing & Redevelopment Authority $ 256,781.83

$ 256,781.83

GRAND TOTAL FOR ALL FUNDS $ 6,635,994.47

APPROVED by the City Council on this 12th day of April, 2022.

67

Regular CityCouncil

April 12, 2022

AgendaNumber: 6.3

To: Dave Callister, City Manager

Prepared by: Chris LaBounty, Deputy Public Works Director/City Engineer

Reviewed by: Michael Thompson, Public Works Director

Item: Approve contract amendment no. 2 for Plymouth MetrolinkOperations

1. Action Requested: Consider adopting resolution approving contract amendment No. 2 with First Transit for PlymouthMetrolink operations.

2. Background: Plymouth Metrolink service operates through a contract with First Transit. The contract went intoeffect in December 2016 for a four-year term, with the option to renew up to two additionalfour-year terms. In December 2020, Council approved an additional term through December 2024.The extended term included a new pricing structure to reflect operational impacts brought on by theCovid-19 pandemic that began in 2020.

As bus routes are being reinstated with recovery from the pandemic, the metro area has seen ashortage of qualified bus drivers applying for available jobs, resulting in missed routes. Many peertransit providers are increasing wages to attract and retain drivers. Staff has worked with FirstTransit on a contract amendment that would increase driver wages to a minimum of $20.00/hour,which is in line with the current market.

3. Budget Impact:The amendment is expected to increase the cost of transit services by approximately $170,000 in2022 and would be funded from the Transit Fund.

4. Attachments:Contract with Amendment No. 1Amendment No. 2 - First TransitResolution

68

TRANSIT SERVICES CONTRACT

BY AND BETWEEN

CITY OF PLYMOUTH

AND

FIRST TRANSIT, INC

THIS CONTRACT (" Contract") is made and entered into by and between the City of PlymouthMetrolink") and First Transit, Inc. (" Contractor").

NOW, THEREFORE, IN CONSIDERATION OF THEIR MUTUAL COVENANTS THE PARTIES AGREE AS

FOLLOWS:

1. Definitions For the purposes of this Contract, the following definitions shall apply:

1. 1. Transit System: As used herein, the term " Transit System" shall mean the fixed

route and dial- a- ride public bus service operated for Metrolink.

1. 2. Revenue Hour: Revenue Hour shall be calculated by the first scheduled pick-upto the last scheduled drop-off on each block of work per driver and vehicle. As used

herein, Revenue Hour shall account for all expenses necessary for Contractor' sprovision of services as required in this Contract and proposed in the Request

for Proposals. This includes, but is not limited to: Contractor' s employee wages

including employee bonus incentives, payroll taxes, workers compensation

insurance and fringe benefits for the employment of drivers, support, and

management positions; all costs associated with Contractor' s transit operations

such as training costs, vehicle maintenance, vehicle overhaul, recruiting expenses,and profit; vehicle and employee insurance costs; facilities necessary to supporttransit maintenance operations, management operations, vehicle storage, fuel

storage and pumping, and other space as deemed necessary by Contractor; and allother charges, costs and expenses incident to Contractor' s operation of

Metrolink' s Transit System. Revenue Hour does not include the cost of fuel, as fuel

will be purchased by Metrolink.

1. 3. Operating Revenues: As used herein, the term " Operating Revenues" shall meanand include all revenues derived from the operation of Metrolink' s Transit System,

including, but not limited to, passenger fares.

2. Employment and Acceptance: Metrolink engages Contractor to advise Metrolink and to

operate the Transit System on a day to day basis, including additions to and extensions, asdescribed in the Contract Documents. Contractor agrees to supply such services.

1

186915v2 269

3. Contract Documents. The following documents shall be referred to as the " Contract

Documents", all of which shall be taken together as a whole as the contract between the

parties as if they were set verbatim and in full herein:

A. This Contract

B. Request for Proposals (" RFP") for Transit Services including attachmentsC. Contractor' s Proposal— Cost Proposal 3B ( Blended Service Optional Cost

Proposal— Como Avenue)

In the event of a conflict among the provisions of the Contract Documents, the order in

which they are listed above shall control in resolving any such conflicts, with ContractDocument " A" having the first priority and Contract Document" C" having the last priority.

4. Independent Contractor: In the performance of Contractor' s obligations under this

Contract, it is understood, acknowledged, and agreed between the parties that

Contractor is at all times acting and performing as an independent contractor, and

Metrolink shall neither have nor exercise any control or direction over the manner andmeans by which Contractor performs Contractor' s obligations under this Contract,except as stated herein. Contractor understands and agrees that Contractor' s

employees, agents, servants and other personnel are not Metrolink employees.

Contractor shall be solely responsible for payment of salaries, wages, payroll taxes,unemployment benefits or any other form of compensation or benefit to any ofContractor' s employees, agents, servants or other personnel performing services or work

under this Contract. It is expressly understood and agreed that Contractor' s employees,

agents, servants or other personnel shall not be entitled to any Metrolink payroll,insurance, unemployment, worker' s compensation, retirement or any other benefitswhatsoever.

5. Scope of Services:

5. 1. Under the general policy direction and oversight of Metrolink, acting throughPlymouth' s Administrative Services Director or designee, Contractor, through its

Manager of Driver Services, will plan, operate, organize and direct the activities

of Metrolink' s Transit System, operate the service at the level of service and for

the budget adopted by Metrolink, provide and oversee all Contractor employees

including bus drivers and contract employees. Contractor shall provide safe,timely, professional and reliable transit services. Contractor shall operate theTransit System under the name " Plymouth Metrolink"; all rights to which are

owned by Metrolink.

5. 2. The advisory, management and supervisory services to be furnished byContractor, in coordination with Plymouth' s Administrative Services Director or

designee, will include, but are not be limited to, transportation operations,

schedule operations, labor relations and labor contract negotiations as may benecessary for Contractor' s employees, accounting, income and expense

2

186915v2 370

projections, safety, employee selection and training and all other managerial

functions normally required in the daily operation of a transit system.

5. 3. Contractor shall comply with Exhibit A, Scope of Services, attached hereto andincorporated herein.

5. 4 The Transit System is operated for Metrolink within the service area. Metrolink

shall have the unilateral right to change the service area at any time during theterm of this Contract.

6. Personnel•

6. 1. Contractor shall furnish individuals to serve as Manager of Driver Services,

Assistant Manager, Safety Manager, two street supervisors, and two dispatcherscollectively "Administrative Positions"). Each Administrative Position shall be

full-time, but are subject to change as directed by Plymouth' s AdministrativeServices Director upon four-week notice to Contractor. Contractor shall not

eliminate or add an Administrative Position without Metrolink' s prior written

approval.

6. 2. Contractor shall furnish individuals to operate the buses of the planned Metrolink

service. At least half of the operator wages need to be in the top pay range of theoperator scale.

6.3 Contractor shall furnish individuals to maintain the bus fleet. The preferred ratio

of technicians to buses is one technician for six buses. With a fleet of 43 buses,

there will be a First and Second shift. The two shifts are made up of three full time40 hours) technicians defined below:

First Shift11t

shift Lead Technician— A level technician

1 B level technician

1 C level technician

Second Shift1nd

shift Lead Technician— A level technician

1 B level technician

1 C level technician

The definitions of the A, B and C level technicians are defined in the RFP which is

incorporated into this contract.

6.4. If a current individual filling one of the Administrative Positions, or any otherperson so assigned, is determined by Metrolink to be incapable of performing hisduties in a manner acceptable to Metrolink, then Contractor will be notified byMetrolink in writing. In this event, Metrolink shall require the individual' s removalfrom Metrolink' s Transit System. Contractor shall effect such a removal within

3

186915v2 471

seven ( 7) days of receipt of Metrolink' s written notice. A qualified replacement,

acceptable to Metrolink, will be assigned by Contractor in accordance with theprovisions of this section. In the event a replacement individual is not approved

by Metrolink, Metrolink reserves the right to terminate this Contract for

convenience. Contractor shall have a minimum of thirty (30) days, but not morethan sixty (60) days, to propose a replacement individual.

6.5. If an individual filling one of the Administrative Positions becomes disabled for aperiod in excess of one ( 1) weeks, Contractor shall secure a qualified individual to

fill the position for as long as such disability may continue or to replace theindividual if necessary, all subject to the advice and consent of Plymouth' sAdministrative Services Director or designee.

6.6. Contractor shall not, during the term of this Contract, relocate or assign any of theindividuals filling one of the Administrative Positions to any other position orlocation without prior written Metrolink approval.

6. 7. The responsibilities of Contractor, through the Manager of Driver Services, shall

include, but not be limited to, the following:

6. 7. 1. Daily operation and service activities of the Transit System in accordancewith Metrolink, FTA/ DOT policies and regulations and maintain records to

document compliance.

6. 7. 2. Management of Contractor' s Transit System employees.

6. 7. 3. Implementation of adopted Transit System plans and policies.

6. 7.4. Assist in evaluation and preparation of routes and schedules subject to

Metrolink direction and approval.

6. 7. 5. Prepare operating budgets recommendations for Metrolink' s staff.

6.7. 6. Assist in preparing specifications for capital equipment and supplies.

6.7. 7. Provide to Metrolink monthly cost analysis of operations budget.

6. 7. 8. Contractor' s personnel and labor relations.

6. 7. 9. Other Contractor employee personnel matters including training anddevelopment.

6. 7. 10. Hire, assign, supervise, and dismiss all Contractor employees.

6.7. 11. Project and monitor monthly cash flow.

4

186915v2 VY572

6. 7. 12. Handling of Contractor' s accident reporting, safety and security.

6. 7. 13. ' Contractor' s administrative policies and procedures and record keeping.

6. 7. 14. Advising Metrolink on matters of importance to the Transit System andmake recommendations to Metrolink.

6. 7. 15. Review system operations manual, procurement code, personnel manual,

and work rules, and modify as appropriate.

6.7. 16. Monitor efficiency and cost effectiveness of transit services and provide

routine reports and recommendations relating to service modifications,

route planning and service design.

6. 7. 17. Abide by the terms of this Contract for the payment of claims andjudgments as spelled out in Section 20 herein.

6. 7. 18. Manage fuel storage and pumping facilities.

6. 8. The responsibilities of Contractor' s Manager of Driver Services, Assistant Manager

of Driver Services, and Safety Manager will be determined from time to timejointly by Plymouth' s Administrative Services Director or designee, and

Contractor.

7. Compensation:

7. 1. In consideration of satisfactory performance of services required by this Contract,Metrolink shall pay Contractor its fee for revenue hours of service provided in theperformance of this Contract ( i. e. Revenue Hour expense) as set forth in

Contractor' s Proposal.

7. 2. On a monthly basis, all Revenue Hour expenses shall be reimbursed to Contractorusing the invoice procedures detailed in Section 11 herein.

7. 3. All expenses, except otherwise noted in this Contract, shall initially be paid byContractor. Contractor shall keep and maintain the books and records reflectingContractor' s operation of Metrolink' s Transit System in accordance with the

requirements of the uniform system of accounts and records. Contractor shall

render and certify to Plymouth' s Administrative Services Director or designee such

full and complete monthly or other operating reports as requested by Metrolink.

7. 4. Contractor shall be responsible for the payment of wages, benefits, payroll taxes,

and other employment costs, for base hours budgeted plus overtime.

5

186915v2 673

7. 5 Liquidated Damages/ Missed Trip Credit. A missed trip credit will be applied forany trip missed in its entirety or that starts its run 15 minutes or more after its firstscheduled pick-up point. Contractor will deduct from its monthly bill two timesthe base operating time/ revenue hour scheduled for the run/ trip.

7. 6. During the term of this Contract, Contractor shall provide workers compensationinsurance as required under Section 19 herein. This expense shall be included in,

and not in addition to, the Revenue Hour expenses.

8. Routine and Service: Contractor, through the Manager of Driver Services, shall make to

Metrolink periodic recommendations as requested by Metrolink concerning anydeletions, additions, or changes in the service and routing of the Transit System.Plymouth' s Administrative Services Director, or his/ her designee, shall have final

determination authority over all routes, fares, and schedules.

9. Budgets and Recommendations: Contractor, through the Manager of Driver Services,

agrees to prepare projections required by Metrolink for budget purposes and to assistMetrolink in the preparation of an annual report of operations. Contractor, through the

Manager of Driver Services, will also furnish periodic reports and recommendations to

Metrolink relating to service extensions, route planning and service policies.

10. Revenues: All Operating Revenues are the property of Metrolink. The handling of theserevenues, including the banking and accounting, shall be as directed by Metrolink.Contractor shall receive, collect, and assist in preparing the deposit of all OperatingRevenues of the Transit System in the manner directed by Metrolink.

11. Invoicing Procedures and Records:

11. 1. Contractor shall submit to Metrolink, on a monthly basis, and by the 10th of eachmonth, an invoice for reimbursement for services provided, as measured byRevenue Hour, in the performance of this Contract, minus cash fares collected.

Contractor shall submit as documentation for reimbursement, the following:

11. 1. 1. Revenue Hours performed.

11. 1. 2. Minus cash fares collected.

11. 1. 3. Minus reduction/ credit per each trip missed in a given month ( see

Liquidated Damages in Section 7. 5).

11. 2. Contractor shall maintain records in a manner acceptable to Metrolink for all

Operating Expenses incurred under this Contract. At the request of Metrolink,documentation of all labor costs and other costs and information in support

thereof shall be made available within a reasonable period during the term of thisContract and for six ( 6) years after the End Date.

6

186915v2 VY774

11. 3. Metrolink shall pay Contractor by Revenue Hour as described in Section 11. 1within 30 days of receipt of Contractor' s invoice. Should Metrolink dispute anyitem on Contractor' s invoice, Metrolink may withhold payment on the disputedamount but shall pay all undisputed portions. Disputes shall be resolved pursuantto Section 24 herein.

12. Audit and Inspection of Records:

12. 1 Any reports, information, data given to, or prepared or assembled by theCONTRACTOR under this Agreement which Metrolink requests to be kept

confidential, shall not be made available to any individual or organization withoutMetrolink' s prior written approval. The books, records, documents and

accounting procedures and practices of the CONTRACTOR or other parties

relevant to this Agreement are subject to examination by Metrolink and eitherthe Legislative Auditor or the State Auditor for a period of six ( 6) years after the

effective date of this Agreement.

12. 2. Metrolink, or its designated agent, accountant or auditor, shall have the right of

access to and inspection of all books and records of the CONTRACTOR at any andall reasonable times in order to verify and ascertain Operating Revenues and

Revenue Hour services provided under the terms of this Agreement and for anyother reasonable purpose including, but not limited to, determining compliancewith this Agreement. The books and records of the CONTRACTOR pertaining to thisAgreement shall be kept and available at the CONTRACTOR' s accounting center inAV"+" tank,;; JK t4 If required by Metrolink, the Contractor will furnish

an annual audit, prepared and certified to by an independent public accountantselected by Metrolink, certifying CONTRACTOR' S annual Operating Revenues,Operating Expenses, and fuel usage for the past year and certifying such otherfinancial statements as may be required by generally accepted accountingprinciples. The cost of such audit will be an obligation of CONTRACTOR. The

CONTRACTOR shall maintain all data and records with regard to the work and shall

preserve and make available all data of final payment under this Agreement, or for

such longer period, if any, as is required by applicable statute or by other articlesof this Agreement. Upon request, CONTRACTOR shall transport any records and

books from the CONTRACTOR' s accounting center to Metrolink' s office at theCONTRACTOR' s sole expense for review by Metrolink, the State Auditor, the StateLegislative Auditor, and any agent designated by Metrolink.

13. Materials, Equipment and Facilities:

13. 1. Except for any specific requests for additional vehicles under Section 4. 3 of theScope of Services ( Exhibit A), Metrolink shall provide all buses and fuel necessaryfor the operation of the Transit System.

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186915v2

YOB

875

13. 2. CONTRACTOR shall keep a perpetual inventory of all Transit equipment belongingto Metrolink or in the lawful possession of Metrolink and being operated byCONTRACTOR. Metrolink reserves the right to have access to and inspect the

equipment at any time. Prior to December 4, 2016 the CONTRACTOR in

conjunction with a representative from Metrolink, shall conduct an inventory andidentify the Transit Equipment which shall be provided to the CONTRACTOR aspart of this Agreement.

13. 3 The CONTRACTOR shall be responsible to provide all facilities necessary to carryout its operations, with the exception of bus stops, park and ride facilities, and

bus stop shelters.

14. Non — Discrimination/ Ethical Standards: CONTRACTOR shall comply with Title VI of theCivil Rights Act of 1964, as amended ( Public Law 88 — 352); all requirements imposed bythe U. S. Department of Transportation; Executive Orders 11246 and 11375; and all state,

federal, and local regulations and requirements. CONTRACTOR shall have an affirmative

action plan that has been approved by the Minnesota Commissioner of Human Rights. TheCONTRACTOR shall submit to Metrolink a copy of the Certificate of Compliance issued bythe Commissioner signifying that the CONTRACTOR has an Affirmative Action Planapproved by the State Human Rights Department.

15. Conformance with Annual Budget: Metrolink is operated under, and must comply with,an annual budget and appropriations. Services must be provided within the annuallyadopted budget. The CONTRACTOR shall comply with the annual budget approved byMetrolink, and the CONTRACTOR further agrees that it shall not exceed such budget

except at the written direction of Metrolink.

16. Public Records: This Agreement is subject to the Minnesota Government Data

Practice Act, Minnesota Statutes Chapter 13 ( Data Practices Act). All government

data, as defined in the Data Practices Act Section 13. 02, Subd 7, which is created,

collected, received, stored, used, maintained, or disseminated by Contractor inperforming any of the functions of Metrolink during performance of this Agreementis subject to the requirements of the Data Practice Act and Contractor shall complywith those requirements as if it were a government entity. All subcontracts enteredinto by Contractor in relation to this Agreement shall contain similar Data PracticesAct compliance language.

17. Continuing Effect: This Agreement shall be binding upon and inure to the benefit of theparties and their respective successors and assigns.

18. Commencement and Term:

18. 1. This Agreement shall become effective on 0001 hours, December 4, 2016 and end

2400 hours, December 31, 2020, subject to the extension and termination

provisions of the Agreement.

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186915v2 976

18. 2 Upon mutual agreement of the Parties, Metrolink shall have the option to

extend this Agreement up to two additional terms of four years each. In theevent that the Agreement is extended, the Parties shall negotiate the Revenue

Hour fee.

19. INSURANCE:

19. 1. CONTRACTOR: Contractor shall purchase and maintain in effect during the entireperiod of this contract, insurance of the types with the minimum limits of liabilityas stated below. CONTRACTOR shall maintain in effect all insurance coverages

required under this Agreement with insurance companies licensed to do business

in the state in Minnesota and having a current A. M. Best rating of no less than A-unless specifically accepted by Metrolink in writing. All policies, except the

Worker' s Compensation Policy, shall name the " Metrolink" as an additional

insured on ISO forms CG 20 10 07 04 or CG 20 10 04 13; and CG 20 37 07 04 or

CG 20 37 04 13, or their equivalent. All polices shall contain a waiver of

subrogation in favor of Metrolink. All policies shall be primary and non-contributory. All polices, except the Worker' s Compensation Policy, shall insurethe defense and indemnity obligations assumed by Contractor under thisAgreement. Contractor agrees to maintain all coverage required herein

throughout the term of the Agreement and for a minimum of two ( 2) years

following Metrolink's written acceptance of the Work. It shall be Contractor' s

responsibility to pay any retention or deductible for the coverages requiredherein.

19. 1. 1. Automobile liability: Contractor shall maintain automobile liabilitycoverage with a limit not less than the maximum tort liability limits setforth in Minnesota Statutes, Chapter 466 on each vehicle that will be

used to provide transportation services pursuant to this Agreement.

Contractor shall also maintain an automobile liability umbrella policy inan amount not less than $ 4,000,000.00 covering each vehicle that willbe used to provide transportation services pursuant to this Agreement.

The coverages shall not include an annual aggregate.

The policies providing automobile liability and the umbrella automobileliability coverage shall be endorsed to name Metrolink as an additional

insured. These coverages shall apply as primary insurance with respectto any other insurance or self-insurance program maintained byCONTRACTOR, and shall not contribute to it. All coverages shall be

applicable to the terms and conditions set forth in Section 20 regardingindemnification.

19. 1. 2. Automobile Physical Damage: CONTRACTOR shall maintain automobile

physical damage coverage on all vehicles that will be used to provide

9 A

186915v2

Vim"1077

transportation services pursuant to this Agreement, with limits equal to at

least the actual cash value of each vehicle. Except as provided in this

Agreement, CONTRACTOR shall be responsible for any damages toMetrolink' s vehicles.

19. 1. 3 Commercial General Liability: CONTRACTOR shall maintain commercial

general liability( CGL) and commercial umbrella insurance, with a limit of notless than $ 2,000,000.00 each occurrence. Such CGL insurance shall not

include an annual aggregate. The Commercial General Liability Policy shallbe on ISO form CG 00 0112 07 or CG 00 010413, or the equivalent. Such

insurance shall cover liability arising from premises, operations,

independent contractors, products-completed operations, personal and

advertising injury, and liability assumed under an insured contractincluding the tort liability of another assumed in a business contract).

There shall be no endorsement or modification of the Commercial General

Liability form arising from pollution, explosion, collapse, underground

property damage or work performed by subcontractors.

19. 1. 4. Other Coveral; e: CONTRACTOR may procure, for its own benefit and in itssole discretion, any additional coverage it deems necessary.

19. 2. CONTRACTOR: CONTRACTOR shall purchase and maintain in effect during theentire period of this contract, insurance of the types with the minimum limits of

liability as stated below. CONTRACTOR shall maintain in effect all insurancecoverages required under this Agreement with insurance companies licensed to

do business in the state in Minnesota and having a current A.M. Best rating of noless than A-, unless specifically accepted by Metrolink in writing. All policies,

except the Worker' s Compensation Policy, shall name the " Metrolink Transit" asan additional insured on ISO forms CG 20 10 07 04 or CG 20 10 04 13; and CG 20

37 07 04 or CG 20 37 0413, or their equivalent. All polices shall contain a waiver

of subrogation in favor of Metrolink. All policies shall be primary and non-contributory. All polices, except the Worker' s Compensation Policy, shall insurethe defense and indemnity obligations assumed by Contractor under thisAgreement. Contractor agrees to maintain all coverage required herein

throughout the term of the Agreement and for a minimum of two ( 2) years

following Metrolink' s written acceptance of the Work. It shall be Contractor' s

responsibility to pay any retention or deductible for the coverages requiredherein.

19. 2. 1. Workers' Compensation: CONTRACTOR shall at all times keep fullyinsured, at its own expense, all persons employed in connection with the

performance of this Agreement as required by the laws of Minnesotarelating to workers' compensation insurance. The CONTRACTOR shallprovide a certificate of insurance showing evidence of workers'

compensation coverage or provide evidence of qualification as a self-

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186915v2 1178

insurer of workers' compensation. The CONTRACTOR shall hold Metrolink

harmless from any liability, claim, costs or expenses arising from anyallegation of injury to an employee of the CONTRACTOR performing workor labor necessary to carry out the provisions of this Agreement.

19. 3. Other Insurance Provisions:

19. 3. 1. Deductibles or Self-Insured Retention: Any deductibles or self-insuredretention of CONTRACTOR must be declared to and approved byMetrolink in writing. At the option of Metrolink, either the insurer shallreduce or eliminate such deductibles or self-insured retention as respects

Metrolink and its officers and employees; or the CONTRACTOR shall

procure a bond guaranteeing payment of losses and related

investigations, claims administration and defense expenses.

19. 3. 2. Cancellation: All insurance policies required by this Agreement shall beendorsed to state that coverage shall not be suspended, voided,

cancelled, reduced in coverage or in limits, except after thirty (30) daysprior written notice by certified mail to Metrolink. Renewal certificatesshall be provided to Metrolink not less than ten ( 10) days prior to the

expiration date of any of the required policies.

19. 3. 3. Certificates of Insurance: Contractor shall furnish Metrolink with

certificates of insurance and with endorsements affecting coveragerequired by this Contract.

19. 3. 4. Additional Insurance: Metrolink does not represent in any way that theinsurance specified in this Contract, whether in scope of coverage or limits,

is adequate or sufficient to protect Contractor. It is the sole responsibilityof Contractor to determine the need for and to procure additional

coverage which may be needed in connection with this Contract.

19. 4. Bonds:

19. 4. 1. Performance and Payment Bonds: Within fifteen (15) calendar days after

the execution of this Contract and before the Effective Date or any workor services are rendered, Contractor shall furnish a performance bond and

payment bond each in the amount of four times the total Revenue Hour

annual qualification of cost, as submitted in Contractor' s Proposal, for all

services to be provided under this Contract, insuring the faithfulperformance of the Contract and payment of all obligations arisingthereunder pursuant to Section 574.26 of the Minnesota Statutes.

20. Indemnification:

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20. 1. Contractor: Contractor agrees to defend, indemnify, and hold harmless Metrolinkand its officers and employees, from and against all suits and causes of action,

claims, losses, demands, and expenses, including but not limited to attorney' s feesand costs of litigation, damage or liability arising from the performance ofContractor' s obligations under this Contract, except to the extent that such claims

are caused in whole or in part by the gross negligence or intentional misconductof Metrolink or its officers and employees.

20.2. Minnesota Municipal Tort Claims Act: The tort liability of Metrolink and itsofficials and employees is governed by the Minnesota Municipal Tort Claims Act,Minnesota Statutes, Chapter 466 (" the Act"). Nothing in this Contract shall beconstrued to waive the limitations of liability or any immunities provided in theAct for Metrolink and its officials and employees.

21. Non- exclusive Service Provision: This Contract does not constitute an agreement byMetrolink that Contractor herein will be the exclusive provider of transportation,

maintenance, and dispatch services for Metrolink. Metrolink reserves the right at anytime to contract with such other providers that it determines, in its sole discretion, shall

provide transportation for one or more of the routes or services herein, subject to the

limitations of this Contract.

22. Termination:

22. 1. For lack of Funding: This Contract may be terminated at any time upon 30 dayswritten notice by Metrolink in the event that Metrolink fails to obtain funding,or in the event funding is reduced, to operate the services provided under theterms of this Contract. In this event, Metrolink shall notify Contractor in writing,specifying a date of termination. Metrolink shall be responsible for payment ofservices provided prior to termination.

22. 2. Without Cause: Metrolink may, upon 180 days advance written notice,

terminate this Contract for any reason and without cause.

22.3. Failure to Perform: Should either party (" Non- Complying Party") materially

abandon, delay unnecessarily in the performance of, or in any manner refuse or failto comply with this Contract, the other party (" Disputing Party") shall provide

written notice to the Non- Complying Party specifying the portion of this Contractthat the Non- Complying Party is not in compliance with. After receipt of this notice

the Non- Complying Party shall respond within seven ( 7) calendar days with one of

the following actions: (1) denying the allegations; (2) curing such noncompliance; or3) setting forth a plan to cure such non- compliance. In the event of a denial of the

allegations, the Non- Complying Party shall appeal the notice to the Disputing Party' srepresentative set forth in Section 31 below within the seven( 7) day period referredto above pursuant to the dispute procedure set forth in section 23 of this Contract.

In the event the non-compliance is cured, there shall be no termination of this

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Contract on account of such notice of non-compliance. In the event a plan to cure

non- compliance is submitted, the Disputing Party shall either accept or reject theplan. If the plan is rejected, the Non- Complying Party shall have three (3) calendardays to submit another plan. In the event the Non- Complying Party fails to respondas required by this section or in the event it fails to perform as agreed to in the plan

to cure the non- compliance, then the Disputing Party may terminate this Contract

at its sole discretion by giving written notice to the Non- Complying Party.

22.4. Termination Due to Modification or Cessation of Metrolink Transit System: In

the event Metrolink determines, in its sole discretion, to cease operation of its

Transit System, Metrolink may terminate this Contract or any portion hereof,upon 30 days written notice to Contractor. Metrolink, at its sole discretion mayrevise all or part of its routes and schedules at any time.

23. Law: This Contract is subject to and shall be interpreted under the law of the State of

Minnesota. Contractor shall comply with all applicable local, state, and federal laws andregulations.

24. Force Maieure: Either party shall be excused from performing its obligations under thisContract during the time and to the extent that it is prevented from performing by a causebeyond its control, including, but not limited to: any incident of fire, flood, Acts of God,Acts of the Government or shortage of commodity. In this event, the party claiming ForceMajeure shall notify the other party in writing of the Force Majeure situation, the extentthe party will be prevented from performing and an estimated timetable for resumptionof that party' s full duties.

25. Disputes: In the event either party claims a dispute over the performance of the other

party or over the intent of this Contract, the party claiming dispute shall first notify theother party in writing and shall afford the other party a minimum of fourteen ( 14) days torespond to the dispute in writing. If the dispute cannot be settled through negotiation,suit may be filed District Court, County of Hennepin, State of Minnesota. Punitive

damages will not be awarded to either party.

26. Equal Employment Opportunity: Contractor will not discriminate against any employeeor applicant for employment because of race, creed, color, sex, religion, sexual

orientation, age, national origin, disability, marital status or status with regard to publicassistance. Contractor will take affirmative action to insure that applicants are employed

and that employees are treated during their employment without regard to their race,creed, color, sex, religion, sexual orientation, age, disability, marital status, status withregard to public assistance or national origin. Such action shall include but not be limited

to the following: employment, upgrading, demotion or transfer; recruitment or

recruitment advertising; layoff or termination; rates of pay or other forms ofcompensation; and selection for training, including apprenticeship. Contractor agrees topost in conspicuous places, available to employees and applicants for employment,

notices setting forth the provision of this discrimination clause. The applicable provisions

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Lku1481

of Presidential Executive Order 11246, as amended, relating to Equal Employment

Opportunity, are incorporated by reference herein.

27. Conflicts of Interest:

27. 1. Prohibited Interests: No member, officer, or employee of Contractor or its

Administrative Positions, during his or her tenure or one year thereafter, may haveany interest, direct or indirect, in this Contract or the proceeds thereof.

27. 2. Organizational Conflict of Interest: An " Organizational Conflict of Interest"

exists when, because of existing or planned activities or because of relationshipswith other persons, Contractor is unable or potentially unable to renderimpartial assistance or advice to Metrolink, or Contractor' s objectivity inperforming the contract work is or might be otherwise impaired, or Contractorhas an unfair competitive advantage. Contractor is obligated to immediatelydisclose to Metrolink all Organizational Conflicts of Interest existing during theTerm of this Contract.

28. Waiver and Precedent: The failure to enforce at any time any of the provisions of thisContract or to require at any time performance by any party of any of the provisions hereofshall in no way be construed to be a waiver or such provisions or to affect either the validityof this Contract, or any part hereof, or the right of each party thereafter to enforce eachand every provision in accordance with the terms of this Contract.

29. Severability. The provisions of this Contract are severable. If any portion hereof is, for

any reason, held by a court of competent jurisdiction to be contrary to law, such decisionshall not affect the remaining provisions of this Contract.

30. Amendments: All changes to this Contract shall be evidenced by a written agreementduly executed by authorized officials of Contractor and Metrolink. In the event a changein this Contract causes an increase or decrease in the Revenue Hour expenses hereunder,

Contractor and Metrolink agree to negotiate an increase or decrease in compensation as

appropriate. Administrative Change Orders issued by Metrolink shall be consideredamendments to this Contract when agreed to by Contractor.

31. Final Payment: Metrolink may withhold from any final payment due Contractor suchamounts as are incurred or expended by Metrolink on account of the termination of thisContract for cause.

32. Notices: All notices hereunder and all communications made with respect to this Contract

shall be deemed to be made when deposited with the United States Postal Service, first

class postage prepaid, or transmitted by facsimile with the original delivered by any of theother means set forth in this Section, or delivered by a recognized overnight courier orpersonally, and addressed as follows:

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186915v2 1582

To Contractor:

Eirg4Ton" & j+- 6e#Irvaal Cov h3- 1

66o Ut'he S±4__.5014r 1400

r enc iA A_a-ti 45107—

With

520Z.

With a copy to:Fi/ Sf a,rt. S f - towty FjWa#4,S2-591 WAkiAO&" N , 5fe, ZZ 3

1524-1

To Plymouth Metrolink:

Administrative Services Director

City of Plymouth3400 Plymouth Boulevard

Plymouth, MN 55447

With a copy to:Roger N. Knutson

Campbell Knutson P. A.

Grand Oak Office Center 1

860 Blue Gentian Road, Suite 290

Eagan, MN 55121

33. No-Strike. Contractor agrees that it will ensure there is no strike, slowdown, or stoppage

or any other interference with or interruption of the work or operations of Metrolink

during the term of this Contract. Should a strike, slowdown, or stoppage or any otherinterference with or interruption of the work or operations occur, Metrolink retains the

right to terminate this Contract upon 24 hours written notice.

34. Communication. Communications between Contractor' s employees and subcontractors

and the public is essential for safe and effective performance of this Contract. Contractor

shall ensure that all employees and subcontractors are able to proficiently communicatein English. Fluency in other languages is encouraged.

35. Federal Provisions. Contractor shall comply with all federal requirements, statutes, rules,FTA circulars, Executive Orders, and guidance including but not limited to those set forth inExhibit B, attached hereto and incorporated herein. All such federal requirements set forth

in the attached Exhibit B are incorporated herein.

36. Assignment. Contractor shall not assign or transfer this Contract to anyone other than an

affiliate of Contractor without the prior written consent of Metrolink in each instance;

provided, however, that the consent of Metrolink shall not be unreasonably withheld inany case.

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IN WITNESS WHEREOF, the parties hereto have executed this Contract in duplicate originals on

the dates shown below.

Dated: METROLINK

CITY OF PLYMOUTH

By:Its: Mayor

By:Its: City Manager

Dated: 7 2 ZD CONTRACTOR

Fie,s+ --r" A -, I n C .

By:Its: i oIP.-¢-

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186915v2 1784

EXHIBIT A TO CONTRACT

SCOPE OF SERVICES

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Attachment A to the Proposal Instructions:

A. SCOPE OF WORK

See Proposal Instructions, section 1 of this RFP, for further information)

A.1 Background

A. 1. 1 Service Area and Type

1. The City of Plymouth, at a minimum, provides service within its city limits and tothe City of Minneapolis with connections to other locations in the MetropolitanArea. Plymouth operates fixed route, primarily commuter service, and small busservices including local routes, shuttles and dial- a- ride service. This RFP is

requesting that cost proposals are submitted. They are: 1) fixed route; 2) dial- a-ride; and/ or 3) blended rate of 1 and 2.

2. The City of Plymouth and its designee reserves the right to revise the service,

including type, and/ or service levels at any time.

A. 1. 2 Vehicle Compliance and Operation

All vehicles, whether provided by the contractor or Plymouth shall comply with applicablefederal, state and local laws, rules and regulations. Currently all vehicles are provided byPlymouth. Initially, the provider will be solely responsible for maintaining and operatingall vehicles in conformance with any lawful orders, rules or regulations of any federal stateor local agency having jurisdiction over Plymouth. As the contract continues, there arepotential variations where another entity will maintain the vehicles. The contractor shall

not use Plymouth vehicles for purpose other than supplying service under the terms of theagreement unless there is prior written approval given by Plymouth or its designee.

A.1. 3 Operating Facts of Service

Operating Data0 131 Daily Express Trips0 99% On Time Departures

Farebox Recovery Ratio of approximately 30%Passengers Per In- Service Hour: 20

Subsidy Per Passenger: about$ 4.70100% Customer Response Rate

94% customer satisfaction rate

Revenue Miles 2015 projected year end to be 460,425 for fixed route and

181, 736 for the dial- a- ride services.

Total fixed Miles for 2015 were 1, 038,683

2015 fixed ridership was 462, 155. 2015 dial- a- ride ridership was 38,778.Bus Counts as of February, 2016 are 30, 40 footers and 13 cutaway buses for agrand total of 43 revenue vehicles:

City of Plymouth TransitRFP

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1986

Quantity/Mfg. Unit Spec- Vehicle Spec-

Year Make Vehicle

Model

11 - 2006 Bus- Large 40 ft New Flyer D40LF

15 - 2009

2 - 2011 Bus- Large 40 ft Gillig Low Floor

2- 2013

2- 2009 Bus-Small Glaval Titan

7- 2012

4- 2014 Bus- Small Glaval Universal

Plymouth is looking to replace seven ( 7) cutaway style buses for local and dial aride service and eleven ( 11) 40 foot buses by 2018.

A.2 Contractor' s Responsibility

A.2. 1 Provide a " Dedicated" Driver Force

Those contractor employed drivers that are assigned to drive for Plymouth will not be

shared amongst other contracts, garages or properties unless Plymouth' s Administrative

Services Director or his designee( SWT) agrees in writing and provides prior authorization.Additionally, all drivers must have Commercial Driver License ( CDL) and must be able to

obtain Special Transportation Services ( STS) Certification, if necessary. Additionally, all

experienced drivers from other places outside of the existing contractor workforce whenhired by the contractor will be placed at comparable ability and wage levels within theexisting driver force.

A.2. 2 Employment and Acceptance

Plymouth and its management firm ( SWT) will engage the contractor as an independent

contractor to advise Plymouth and to operate and manage the Transit System on a day today basis, including additions to and extensions thereof as described in this scope of work.The contractor agrees to supply such services in an efficient and economical manner.

A.2. 3 Independent Contractor

In the performance of the contractor' s obligations, it is understood, acknowledged and

agreed between the parties that the contractor is at all times acting and performing as anindependent contractor and Plymouth shall neither have nor exercise any control ordirection over the manner and means by which the contractor performs the contractor' sobligations except as stated. The contractor understands and agrees that the contractor' s

employees, agents, servants and other personnel are not City of Plymouth or their designeeSWT) employees. Contractor shall be solely responsible for payment of salaries, wages,

payroll taxes, unemployment benefits or any other form of compensation or benefit toany of the contractor' s employees, agents, servants or other personnel performingservices or work under this agreement. It is expressly understood and agreed that the

contractor' s employees, agents, servants or other personnel shall not be entitled to anyCity of Plymouth Transit

RFP

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Plymouth payroll insurance, unemployment, worker' s compensation, retirement or anyother benefits whatsoever.

A.2.4 Policy Direction and Oversight

Under the direction and oversight of Plymouth acting through Plymouth' s AdministrativeServices Director or his designee ( SWT), the contractor through its General Manager will

operate, organize and direct the activities of Plymouth' s transit system, operate the

service at the level of service and for the budget adopted by Plymouth, provide andoversee all contractor employees including bus drivers and contract employees. The

contractor shall provide safe, timely, professional and reliable transit services. The

contractor shall operate the transit system under the name of" Plymouth Metrolink"; all

rights to which are owned by Plymouth.

A.2. 5 Contractor' s Advisory, Management and Supervisory Services

The advisory, management and supervisory services to be furnished by the contractor,subject to the supervision of Plymouth' s Administrative Services Director and its

management agency, SouthWest Transit ( SWT), will include but not be limited to the

following: transportation operations, schedule operations, labor relations and laborcontract negotiations as may be necessary for the contractor' s employees, accounting,income and expense protections, safety, employee selection and training and all othermanagerial functions normally required in the daily operation of a transit system.

A.2. 6 Complaints

Complaints received by the City of Plymouth through customer service shall be forwarded

to the contractor in a report and shall be responded to within one working day of receiptby the contractor. Complaints received directly by the contractor shall be reported to Cityor designee and shall be responded to within one working day. Each report shall generatea researched and full response ( specific response addressing specific report) by thecontractor.

A.2.7 Contractor Managerial (Administrative) Positions

The contractor will be responsible for providing qualified personnel capable of performingall of the contractor' s responsibilities and obligations of this scope of work. The total

number and qualifications of personnel necessary for operations and other servicerequirements shall be in accordance with this agreement.

The contractor at a minimum shall furnish one full time individual to serve as General

Manager and one full time Assistant General Manager/ Safety and Security Officer.Additionally, the contractor will provide two street supervisors to cover the morning andafternoon peak periods ( 5: 00 am to 9: 00 am and 3: 00 pm to 6:30 pm). There will

obviously be needed dispatch coverage over the service day and will be the responsibilityof the contractor.

City of Plymouth TransitRFP

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Lft--2188

Each position is subject to change as directed by the City of Plymouth or its designee upontwo-week notice to the contractor. Conversely, the contractor will not eliminate, replace

or add any managerial or administrative staff without the City of Plymouth' s prior written

approval. Finally it is recommended that the administrative positions have a current CDLwith airbrakes and passenger endorsements in case there is a need to operate a vehicle

in revenue service.

A.2.8 Administrative Staff Pay and Benefits

Administrative staff wages and benefits will be part of the Management Fee ( profit)

section of the proposal and contract. The wage rates for the administrative staff will need

to be determined by the proposer, as well as paid time off, health benefits and anypotential individual bonuses. This information is requested as part of the proposal.

A.2. 9 Weekend Flexibility

The City of Plymouth, who plans the service, has the right to add and drop weekend servicesper the agreement at any time.

A.2. 10 State Fair Service

The provider of Plymouth service may be providing weekend service to the State Fair withits driver force and vehicle fleet in conjunction with the Plymouth Contract Manager,

SWT. The Minnesota State Fair lasts for 12 consecutive days ending on Labor Day. Thecontractor will be required to perform service as planned. The minimization of overtime

is a priority for contractor staff for all special events.

A.2. 11 Bus Driver Wages

The minimum hourly rate for the proposer' s pay scale for year one (1) is$ 16.00 per hour.The proposer may not propose an hourly wage lower than$ 16.00 per hour. The minimumhourly rate shall increase three percent( 3%) per year for the term of the initial four years.

The maximum hourly wage for year one ( 1) will be$ 21. 25 per hour. Services classified aslocal or dial- a- ride by the City of Plymouth and its designee shall be staffed by drivers at theentry level wage rate. As part of the cost proposal please identify the number of driversby hourly wage with there being no more than 40% in the highest hourly wage category.A list of current driver wages is included for your reference at the end of this document

in Table H- 3 CURRENT DRIVER WAGES AS OF 12/ 31/ 15. Wage rates do not preclude the

City of Plymouth from adding a split shift differential.

A.2. 12 Maximum Contractor Overtime

The contractor is responsible to manage workforce overtime. A five percent( 5%) annual

maximum of overtime is acceptable. Any overtime above and beyond the five percent5%) is the responsibility of the contractor.

A.2. 13 Temporary Disabled Administrative Employees

In the event that an individual filling one of the Administrative positions becomes disabledor is going to use paid time off ( PTO) for a period in excess of three ( 3) consecutive

City of Plymouth TransitRFP

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hp 2289

workdays, the contractor agrees to secure a qualified individual to fill the position for as

long as such period of time may continue or to replace the individual if necessary, allsubject to the advice and consent of the City of Plymouth and its designee (SWT).

A.2. 14 Relocation of Contractor Administrative Staff

The contractor shall not, during the term of the contract, relocate or assign any of theindividuals filling one of the Administrative positions to any other positions or locationswithout prior written City of Plymouth and its designee (SWT) approval.

A.2. 15 Minimum Responsibilities of the Contractor Administrative Staff

The responsibilities of the contractor through its on- site General Manager shall include,

but not be limited to, the following:1. Daily operation and service activities of the City of Plymouth' s transit system in

accordance with Plymouth, FTA/ DOT policies and regulations and maintain

records to document compliance.

2. Manage the contractor' s employees assigned to the contract.

3. Implement the City of Plymouth' s adopted system plans and policies.4. Make daily driver work assignments.5. Assist in evaluation and preparation of routes and schedules subject to City of

Plymouth and its designee direction and approval, if requested.

6. Prepare operating budget recommendations for the City of Plymouth and itsdesignated staff.

7. Assist in preparing specifications for capital equipment and supplies.8. Provide to the City of Plymouth monthly cost analysis of operations budget.9. Manage the contractor' s personnel and labor relations.

10. Manage other contractor employee personnel matters including training anddevelopment.

11. Hire, assign, supervise and dismiss all contractor employees.

12. Project and monitor monthly cash flow.13. Handle contractor' s accident reporting, safety and security.14. Implement the contractor' s administrative policies and procedures and record

keeping.15. Advise the City of Plymouth and its designee ( SWT) on matters of importance to

the transit system making recommendations to both.16. Approve bills and initiate purchase order requisitions.

17. Review system operations manual, procurement code, personnel manual, and

work rules and recommend modifications as appropriate.

18. Monitor efficiency and cost effectiveness of transit services and provide

routine reports and recommendations relating to service modifications, route

planning and service design.19. Oversee the contractor' s Drug and Alcohol policies.

20. Allow for non- driving needs such as detailing buses or washing buses.21. Working with the Plymouth and its designee develop an emergency plan

relating to bus operations.City of Plymouth Transit

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A.2. 16 Administrative Staff Periodic Responsibility Review

The responsibilities of the contractor through the General Manager will be determined

from time to time jointly by the City of Plymouth' s Administrative Services Director anddesignees, contractor' s General Manager and the contractor' s Regional Manager.

A.2. 17 Routing and Service Recommendations

The contractor through its General Manager shall make to the City of Plymouth and itsdesignee periodic recommendations as requested by Plymouth or designees concerningany deletions, additions or changes in the service and routing of the transit system. TheCity of Plymouth' s Administrative Services Director or their designee shall have final

determination authority over all routes, fares and schedules.

A.2. 18 Budgets and Recommendations

The contractor through their General Manager agrees to prepare projections, or may be,required by the City of Plymouth and its designee for budget purposes and to assist Plymouthin the preparation of an annual report of operations. The contractor through the General

Manager will also furnish periodic reports and recommendations to the City of Plymouthrelating to service extensions, route planning and service policies.

A.2. 19 Pre- and Post-Trip Inspection Required

All vehicles used to provide service under this agreement shall receive a " pre and post-

trip inspection" by the driver each day. The contractor will allow for a maximum 15

minute pre- and a 15 minute post- trip inspection.

The operator shall immediately inform his or her supervisor of any suspected faulty orunsafe conditions discovered during the inspection. Under no circumstances shall an

operator operate the vehicle until the faulty or unsafe conditions) have been resolved.The contractor will keep written records of all such inspections. All records and

procedures are subject to inspection and audit by the City of Plymouth and its designee.

A.2.20 Technology on Buses

All those individuals performing revenue service in the buses provided by the City ofPlymouth shall be able to understand and maximize all technologies on the vehicles to

ensure maximum driver safety, customer satisfaction, fare collection and operating data.

A.2.21 Training

All personnel providing transit services shall know and understand the transit system,

including the entire range of services provided by the City of Plymouth. To accomplish this,the contractor shall provide training for all personnel. All training programs are to bedeveloped in concert with the City of Plymouth and its designee and are subject to theapproval of Plymouth. The contractor shall provide the following minimum trainingschedule unless otherwise directed by the City of Plymouth and its designee.

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Employee Group Minimum Annual Training Schedule

All employees: Four( 4) hours of customer relations

As needed regarding any and all changes to the service, fare

structure, fare payment system procedures, routes and

schedule( s).

Drivers: Vehicle operational procedures, including emergency

medical procedures, training required by the Americanswith Disabilities Act ( ADA) and any other training

required by Minnesota Law.

Additionally, for new drivers hired by the contractor, there willbe an additional 16 hours of training as follows:

8 hours: Customer Service training8 hours: Emergency Preparedness Plan ( EPP) training

The contractor will provide to City of Plymouth and its designee a semi- annual written report

summarizing training activities for all of the contractor' s personnel providing transitservice under the terms of this agreement. The training report shall be in a formatapproved by the City of Plymouth and shall be provided to the City by June 30 andDecember 31 of each year.

A.2. 22 Drivers and Dispatchers

The contractor shall provide trained, qualified, uniformed and licensed drivers as needed

and as deemed necessary by the City of Plymouth and its designee for the safe and timelyoperation of vehicles used in providing the service.

The contractor will provide dispatching throughout the service day. An assigneddispatcher will provide service during the morning ( 5: 30 am to 9: 30 am) and afternoon3: 00 pm to 7: 30 pm) peak periods. The times outside the identified peak periods will be

the responsibility of one of the administrative staff. Dispatchers will also provide busassignments. Times maybe modified to meet demand and service needs.

As part of the contractor' s hiring process, the contractor shall: conduct criminal checks onall driver and other personnel candidates selected to provide Plymouth service; conduct

drug testing pursuant to the requirements of federal and state law to insure that all

personnel meet any applicable federal, state and local drug testing or other requirements;and hire drivers who possess all licenses, permits and medical certificates required bylaw. The contractor shall provide to the City of Plymouth and its designee a written reportof the driving record of all drivers three times annually on or before April 15, on or beforeJuly 15 and on or before December 15 of each year. The contractor shall conduct, and

provide a written report to City of Plymouth and its designee of, annual criminal historyrecord checks on or before May 15 of each year.

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A.2. 23 Observations by Administrative Personnel

Each of the contractor' s administrative personnel shall annually complete a minimum of

eight ( 8) ride- a- longs, sixteen ( 16) field observations and five ( 5) pre-trip inspections.Each of the management personnel shall devote a minimum of 60 hours per month to

these tasks.

A.2. 24 Assignment of New Employees

The contractor shall not assign a new employee to perform work under the Plymouth' s

Agreement without the City of Plymouth and its designee approval. If the individual is

unable to perform their duties, they will need to be retrained to a satisfactory levelestablished by the City of Plymouth and its designee or moved away from the Plymouthoperation.

A.2. 25 Transfer or Reassignment of Employees

The contractor shall not transfer or reassign, in or out, a contractor employee from/ to the

Plymouth project without City of Plymouth and its designee approval.

A.2.26 Plymouth' s Requested Contractor Personnel Removal

It is specifically understood and agreed that in the event a current individual filling one ofthe Administrative positions or any other personnel assigned to the project is determined

by Plymouth or it' s designee to be incapable of performing their duties in a manneracceptable to Plymouth, the contractor will be so advised by Plymouth or their designeein writing. In this event, Plymouth may require the individual' s removal from Plymouth' s

Transit System. The contractor will affect the removal immediately upon the receipt ofPlymouth' s written notice. A qualified replacement individual, acceptable to Plymouth,

will be assigned by the contractor in accordance with the provisions of the final executedagreement. In the event a replacement individual is not approved by Plymouth or itsdesignee, Plymouth reserves the right to terminate the contract for convenience. The

contractor shall have a minimum of thirty (30) days, but not more than sixty( 60) days topropose a replacement individual.

A.2. 27 Collection of Fares

The contractor shall collect, via installed technology, fares from each passenger using theservice. Such fares are determined by City of Plymouth and its designee.

A.2. 28 Reciprocity

Transfer reciprocity will be accepted from Metro Transit and other providers as approvedby Plymouth or its designee.

A.2. 29 Operational Records

The contractor agrees to maintain operational records ( including video) documenting theperformance and operation of the transit service. Operational records shall include but

not be limited to:

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Problem areas: Documentation of all operational problems and significant variations

in ridership and revenues.

Daily Ridership Records: Daily ridership records and specifically the following:number of passengers trips, method and amount of payment collected, pickup and

destination point, the time of day of each trip and other reasonable informationdeeded necessary by City of Plymouth and its designee.

Other Information: The contractor shall provide any other information relating to

the system operations requested by City of Plymouth and its designee.

A.2.30 Record Keeping and Data Collection

The contractor shall keep complete records as required by City of Plymouth and its designeeSWT), for State of Minnesota, Federal Transit Administration and any other organizationrequiring record retention. All such records shall be retained by the contractor inaccordance with The City of Plymouth' s adopted retention schedule for records. All

records pertaining to the transit service, regardless of format or media and includingelectric records, will be open to inspection by Plymouth or its designee during regularbusiness hours during the term of this agreement. The contractor agrees to comply withall record keeping and data collection requirements of Minnesota Statutes for all records,regardless of format or media, including electronic records. The contractor acknowledgesresponsibility and agrees to comply with the provisions of the Minnesota Data PracticesAct.

A.2.31 Policy and Procedures

The contractor shall maintain a Policy and Procedure Manual. The manual shall providedetailed procedures to be followed by the contractor' s employees in the course ofperforming work for this agreement. This manual shall be made available to Plymouth orits designee upon request and upon each update.

A.2. 32 Notification of Plymouth after Vehicle Accidents

The contractor shall notify Plymouth or its designee in writing of any employee vehicularaccidents, either during performance of Plymouth service or otherwise, within 24 hoursafter the contractor receives knowledge thereof.

A.2. 33 Marketing

The contractor agrees to participate in all marketing plans as set forth by Plymouth or itsdesignee. The contractor will do no marketing unless pre-approved by Plymouth or itsdesignee.

A.2. 34 Programming; of Bus Destination Signs

The contractor, unless otherwise notified, will be responsible for the programing of routedestination signs. Currently, Plymouth uses Luminator models. In the future Twin Vision,

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now part of Luminator, or another destination sign that is found effective may bepurchased for the buses and incorporated into the programming process.

A.2.35 Computer Hardware and Software

The contractor will use a combination of City of Plymouth and its designee and their ownhardware ( computers and printers, cables, etc.) and appropriate software. However,

these computers must also be able to be used in concert with the City of Plymouth and itsdesignee. Microsoft products are recommended.

A.2. 36 Materials and Supplies

The contractor will procure all materials and supplies to perform the work identified in

this scope of work and contract.

A.2.37 Operator Uniforms

The contractor will provide operator uniforms. The uniforms will be pre- approved by theCity of Plymouth and its designee( SWT) prior to any purchase/ lease/ rental.

A.2. 38 ( RESERVED— THIS SECTION IS UNUSED IN THIS RFP.)

A.2. 39 ( RESERVED— THIS SECTION IS UNUSED IN THIS RFP.)

A.2.40 Vehicle Insurance

The City of Plymouth will provide vehicle insurance. However, the contractor will be

responsible for paying the deductible for its operators for each and every incident that ischargeable to the contractor. In areas of question, Plymouth or its designee will have final

say. Currently, the deductible that the City of Plymouth carries is$ 2, 500 per occurrence.

A.2.41 Service Implementation

The contractor will implement the plan of service established by Plymouth or its designee.Implementation includes updating paddleboards, training drivers, assisting Plymouth orits designee with putting workpieces together, etc.

A.2.42 New Dial- A- Ride ( D- A- R) Services

In the event Plymouth chooses to implement a " new style" dial- a- ride (" D- A- R") service

using Ridecell or another software which is different than what is currently being used,the contractor will continue to be responsible for providing staff, taking rider

reservations, scheduling trips, dispatching vehicles and general operation of the program.

As part of any D- A- R program ( either current or new) the contractor will use their entrylevel drivers at $ 16.00 per hour to deliver those trips. Doing this provides entry- leveldrivers an opportunity to get experience prior to operating a large bus.

As part of the cost proposal, please cost out what the D- A- R program would cost, keepingin mind the restrictions placed on delivery identified earlier in this section. CurrentlyPlymouth dial- a- ride operates 15, 118 annual platform hours using six( 6) vehicles.

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A.2.43 Housing of the Contractor

The contractor will provide a garage location that is large enough to accommodate all

staff and the ability to perform any needed maintenance. A location close to Plymouth ispreferred.

A.2.44 Corporate Support

As part of the agreement, the contractor shall not include in its personnel costs or

corporate support expenses charged to the City of Plymouth any time spent by the localcontracted management team other than the performance of services for the City ofPlymouth under this agreement.

A.2.45 Personnel Standards

The contractor shall require that all personnel engaging in providing any services for theCity of Plymouth under this agreement maintain a professional, courteous attitude

toward Plymouth customers, including answering to the best of their ability all customerquestions ( including questions about schedules) and performing other tasks as directed.The contractor will use appropriate employee screening and selection criteria such as

background checks applicable with State and Federal laws using a licensed backgroundcheck vendor; National Incident Management System ( NIMS) training; City of Plymouthand contractor policies, procedures and protocol training; security orientation/ awareness

training for all employees, position appropriate; terrorism training; OSHA required

training; sensitive security information training; follow all pre- hire and employment drugand alcohol testing, driver training programs; maintaining appropriate staffing levels asoutlined by the contract and the service plan; and all other personnel related laws.

A.3 City of Plymouth' s Responsibility

A.3. 1 City of Plymouth Provided Vehicles

The City of Plymouth intends to provide the vehicles required to perform this agreement.Upon specific request from Plymouth or its designee the contractor will provide additional

vehicles, if available, at rates to be negotiated by the parties. Any contractor providedvehicles shall be of a type acceptable to Plymouth or its designee for use in operation of

the Transit Service. All vehicles provided by the City of Plymouth or the contractor to beused in the operation of the Transit Service shall be used exclusively for such serviceunless otherwise approved by Plymouth or its designee. Each vehicle shall displayPlymouth' s identification and phone number of sufficient size to be acceptable to

Plymouth or its designee. No commercial advertising shall be permitted on the interioror exterior of the vehicles unless specified and approved by Plymouth or its designeeSWT). The current Plymouth revenue bus inventory is identified in Section A. 1. 3.

A.3. 2 Days and Hours of Service

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Program operating hours shall be established by Plymouth or its designee and may bechanged by Plymouth or its designee to provide the best possible service to the public.As the agency grows, planned service may be required on weekends and holidays andspecial events. Additionally, times of service may vary throughout the operating day. Forplanning/ scheduling purposes, reasonable advance notice of changes to operating hoursshall be given to the contractor. The current schedule can be found at

www.plymouthmn.gov/ transit .

A.3.3 Holidays

The City of Plymouth currently recognizes the following holidays: New Year' s Day,

Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day andreserves the right to revise the list of recognized holidays at any time. The operating

schedule for all holidays shall be determined by Plymouth or its designee and shall beprovided by the contractor with at least 30 days advance notice for planning/ schedulingpurposes.

A.3. 4 Marketing

Plymouth or its designee will perform all marketing for Plymouth service. However it is

up to the discretion of Plymouth or its designee to incorporate the contractor for ideasand support purposes.

A.3. 5 Revenue Collection

All operating revenues are, shall be and remain the property of the City of Plymouth. Thehandling of these revenues including the banking and accounting shall be as directed byPlymouth or its designee.

A.3. 6 Emergency Preparedness

Plymouth or its designee will be responsible for the annual updating of its EmergencyPreparedness Plan. However, the contractor may be asked to assist with the updating ofthe plan.

A.3. 7 Supplemental Uniform Apparel

Plymouth or its designee will provide supplemental uniform apparel appropriate for the

season for all transit vehicle operators and street supervisors ( i. e. winter coats). All

uniforms shall be maintained by the contractor in a clean, pressed and professionalmanner and appearance.

A.3.8 Choice of Drivers

Plymouth or its designee shall have the right to select specific employees of the contractor

to perform special activities such as group rides and non- regular route activities, such asfarebox probing and dumping. Plymouth or its designee also reserves the right to

augment driving staff through direct employment or contracting.

A.3. 9 Driver Incentive Programs

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Plymouth or its designee may develop and implement various incentive programs. Ifimplemented, Plymouth or its designee at its sole discretion may choose to terminate theprogram at anytime.

A.3. 10 Operational Standards

Plymouth or its designee may develop for the contractor certain operating standards thatare required. At a minimum, the provision will relate to quality transit service.

A.3. 11 Fuel and Lubricants

The City of Plymouth will procure, pay for and receive any federal, state and local fuel taxrebates for fuel and lubricants depending on final arrangements. This assumes the

contractor has a fuel tank and will be responsible for the ability to account for the fuelused for Plymouth service. It is also possible after the contract has begun that the fuelingprocess including storage location and procurement may change to better enhance theCity' s overall fueling position.

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Attachment B to the Proposal Instructions:

B.

SCOPE OF WORK— ALTERNATE: VEHICLE MAINTENANCE SERVICE

See Proposal Instructions, section 1 of this RFP, for further information)

Plymouth is seeking maintenance and repair for its service fleet of buses. A maintenance program mustbe established and available to be put into place upon the start of the contract. A fully equippedmaintenance facility capable of conducting bus inspection and maintenance must be provided.

All maintenance activities are to be conducted as per the Master Lease Agreement by and betweenMetropolitan Council and the City of Plymouth for Public Transit Vehicles where applicable.The garage facility needs to be available 365 days a year, 24 hours a day. Current operation hoursare Monday through Friday 4:00 A. M. to 9: 00 P. M. to the City of Plymouth and staff.

Maintenance Staff must be available for scheduling to accommodate changes for operations andspecial events.

Proposer is to adhere to the suggested minimum the number of technicians, utility—helpers,

supervisors, and management required to service and maintain the vehicles at or above the

maintenance standards established by the Federal Transportation Administration, MetropolitanCouncil, and the City of Plymouth. The minimum number of technicians can be no lower than one

per six transit buses. The current fleet count is thirty transit buses and thirteen cut-away buses.Technician staffing requirements:

7 Technicians for blended proposal total. At a minimum the following schedule will need tobe filled:

First Shift:

1- A Level Technician

1- B Level Technician

1- C Level Technician

Second Shift:

1- A Level Technician

1- B Level Technician

1- C Level Technician

A lead person is required for each shift

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If contract awards are made to one transit bus provider and one cut-away provider, the number oftechnicians will be 5 technicians( two A, one B and two C) for transit buses and 2 technicians( one

A and one C) for cut-away style buses. Again, a lead person is required.

A level Technician— Performs thorough and efficient preventive maintenance and advanced levels of

diagnostics and repairs on fleet vehicles with no assistance. Has the ability to perform internal engineand transmission repairs that are within the capabilities of the department. Recommends required

repairs or if replacement of parts are needed. An A level technician is required to hold current

certification as an ASE Master Transit Bus Technician or Master Medium/ Heavy Vehicle Technician.B Level Technician- With minimal technical assistance from an A level technician performs most routine

and advanced diagnostics and vehicle repairs. B level technician performs thorough and efficient

preventative maintenance on fleet vehicles. B level requires certification through ASE in H4 Transit Bus

Brakes, H5 Transit Bus Suspension and Steering, H7 Transit Bus HVAC, and H8 Transit Bus PreventiveMaintenance Inspections.

C Level Technician- Performs assigned preventative maintenance, minor diagnostics, and assigned

minor repairs on fleet vehicles. Performs intermediate diagnostics and repairs with guidance from an A

level technicians or supervisor. Incumbent work as assistant to other technicians on projects that

require more than one person. Requires ASE certification H4 Transit Bus Brake Systems and H8

Preventative Maintenance& Inspection.

Lead Technician- The Lead Technician is responsible for supervising the work of technicians and utilityworkers on their work shift, Communicates problems and issues to management, and provides direction

and assistance to B and C Technicians and Utility Workers and assist in establishing priority work tasksand schedules. A Lead technician is must be a level B technician or higher.

A valid Drivers Health Card and Minnesota self-certification in good standing.A valid Class B Commercial Driver' s license with passenger and air brake endorsement' s or

greater.

Hand and power tools must be owned by technician or provided by proposer.Possesses basic computer skills with ability to proficiently utilize Vehicle Maintenance SoftwareVMS) and communication software, such as Microsoft Outlook.

Contractor will be responsible to provide management oversight assuring:All Preventative Maintenance Inspections( PMI) are performed at or before required inspection

interval. Inspections and repairs are to be performed correctly and in accordance with OriginalEquipment Manufacturers specification.

Maintaining the fleet road call breakdown ratio at less than 1 in 30,000 miles traveled.

All Local, State, and Federal regulatory, permitting, licensing, and OSHA requirements areadhered to and documented.

Conducting the repair activities in a safe and efficient manner.

Providing month end reports ( i. e. accident report card, miles run, fuel usage, road call reports)

no later than the fifteenth day of each month. This report can submitted on paper or by email.The above listed jobs are considered " safety sensitive" and will be required to adhere to allestablished rules, requirements, and regulations.

Maintenance activities will focus on performing PMI, correction of defects identified during thePMI, correction of defects and items identified through pre-trip and post-trip inspections, anddriver vehicle condition reports. Major repairs are to be completed as soon as possible given

staff, parts, and space constraints. If vehicle is to be out of service longer than two days,

maintenance management will be responsible to inform the City of Plymouth or its designee.

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When necessary and approved, the vehicle may need to be sent to an approved outside vendorfor repair.

Major vehicle repairs are expected to be done in house by technicians qualified for such repairs.Qualification will be based upon ASE certification for the repair function and demonstrated

ability to perform those repairs in a safe and efficient manner. In such cases when the work is

not practical or requires special knowledge or tools, once approved may be performed by anauthorized outside vendor. This will include obtaining estimates and approval for the repair,

scheduling and tracking of the vehicle while it out of service. Inspection to assure quality and

completion of repairs before return to service. Processing of invoices and relating thepaperwork to the repair. The maintenance staff will be responsible to move the vehicle to and

from the repair facility.Uniforms must be provided to all staff and will be required to be worn at all times while

performing maintenance and subsequent duties. All uniforms and apparel must be approved bythe City of Plymouth or its designee.

A Vehicle Maintenance Software( VMS) capable, at a minimum, of recording repair orders,repair history, labor hours, parts usage, and inventory. All Local, State& Federal vehicle

maintenance record keeping requirements must be satisfied. VMS must be provided, utilized,and maintained by the proposer.

Repair parts procurement, storage, and inventory controls will be the responsibility of theproposer.

Maintenance staff will be responsible to conduct in- house warranty when approved. Any dollarsrecovered from warranty activities are to credit the vehicle to which such work was performed.In such cases when warranty work is not practical or requires special knowledge or tools, once

approved may be performed by an authorized outside vendor. This will include obtainingestimates and approval for warranty repair. Scheduling and tracking of the vehicle while it' s outof service. Inspection to assure quality and completion of repairs before return to service.

Processing of invoices and relating the paperwork to the warranty claim. The maintenance staffwill be responsible to move the vehicle to and from the warranty repair facility.Refilling of consumables such as, but not limited to, windshield washer fluid and diesel exhaust

fluid (DEF) will the responsibility of the maintenance staff.Maintenance repair, and insurance of the maintenance facility and its equipment is theresponsibility of the proposer.

All waste disposal, including hazardous materials, is the responsibility of the proposer and mustbe done in accordance with all federal, state, and local laws and ordinances.

Maintenance staff will responsible to maintain the appearance of the vehicles. This will include

obtaining estimates and approval for repair of physical damage. Scheduling and tracking of thevehicle while it' s out of service. Inspection to assure quality and completion of repairs beforereturn to service. Processing of invoices and relating the paperwork to the insurance claim. The

maintenance staff will be responsible to move the vehicle to and from the warranty repairfacility.Performs and documents quality inspections a minimum of one monthly to assure maintenanceand repairs meet high expectations of maintenance, cleanliness and rider comfort.

Buses are to have the exterior washed each day that they are used for revenue service or specialevents. Frequency of washes may be increased as needed or directed. The floors of the buses

are to be swept and mopped daily. Other interior surfaces are to be cleaned monthly or asneeded should they become soiled or unsightly.

Proposer will be responsible to train the maintenance personnel to keep them in accordancewith advances and changes in the industry.

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Proposer will provide a minimum of 32 hours per year per technician for training to allow fortechnicians to grow their skills and abilities. The training must be documented and show

relevance to skill and knowledge improvement. The City of Plymouth reserves the right to directthe quantity and quality of training if it deems repair skills and work quantity and quality are notadequate. A training tracking report must be available upon request and updated at a minimumtwice a year.

Maintenance staff will be required to perform road calls when necessary to diagnose breakdownsituations to determine if vehicle can be repaired on roadside and returned to service or if the

vehicle can safely return to the maintenance garage. Minor repairs, tires repair or replacementare to be done roadside whenever safe and practical to do so. A" response vehicle" equipped

with safety equipment, tools and machinery making it capable to perform roadside repairs. ( i. e.tire removal& replacement, lighting system issues, windshield wipers, etc.) must be provided. Areport must be provided no later than the fifth day of each month disclosing the number of roadcalls received, number of road calls responded to, who responded ( i. e. maintenance staff,

outside vendor or wrecker service, etc.), what the failure was, what the correction was, and if

the failure was driver error or maintenance related. This report can submitted on paper or byemail.

All repair and maintenance activity records will be immediately available for inspection uponrequest by the City of Plymouth or its designee.

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EXHIBIT B TO CONTRACT

FEDERAL PROVISIONS

18

186915v2 36103

EXHIBIT B

FEDERAL PROVISIONS

Definitions

Recipient means Plymouth

Contractor means

Contract means that certain agreement between Recipient and Contractor dated

Fly America

The Contractor agrees to comply with 49 U. S. C. 40118 ( the " Fly America" Act) in accordancewith the General Services Administration' s regulations at 41 CFR Part 301- 10, which provide

that recipients and subrecipients of Federal funds and their contractors are required to use U. S.

Flag air carriers for U. S Government-financed international air travel and transportation of their

personal effects or property, to the extent such service is available, unless travel by foreign aircarrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit,if a foreign air carrier was used, an appropriate certification or memorandum adequatelyexplaining why service by a U. S. flag air carrier was not available or why it was necessary to usea foreign air carrier and shall, in any event, provide a certificate of compliance with the FlyAmerica requirements. The Contractor agrees to include the requirements of this section in all

subcontracts that may involve international air transportation.

Buy America

If the Contract is for construction or for acquisition of goods or rolling stock valued at morethan $100,000, the contractor agrees to comply with 49 U. S. C. 5323(j) and 49 C. F. R. Part 661,which provide that Federal funds may not be obligated unless steel, iron, and manufacturedproducts used in FTA- funded projects are produced in the United States, unless a waiver has

been granted by FTA or the product is subject to a general waiver. General waivers are listed in

49 C. F. R. 661. 7, and include final assembly in the United States for 15 passenger vans and 15passenger wagons produced by Chrysler Corporation, and microcomputer equipment andsoftware. Separate requirements for rolling stock are set out at 49 U. S. C. 5323(j)(2)( C) and 49C. F. R. 661. 11. Rolling stock must be assembled in the United States and have a 60 percentdomestic content.

A bidder or offeror must submit to the FTA recipient the appropriate Buy America certificationbelow) with all bids or offers on FTA- funded contracts, except those subject to a general

waiver. Bids or offers that are not accompanied by a completed Buy America certification must

be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors.

Certification requirement for procurement of steel, iron, or manufactured products.

Certificate of Compliance with 49 U.S. C. 5323(j)(1)

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The bidder or offeror hereby certifies that it will meet the requirements of 49 U. S. C. 5323(j)(1)and the applicable regulations in 49 C. F. R. Part 661.5.

Date

Signature

Company Name

Title

Certificate of Non-Compliance with 49 U.S. C. 5323(j)(1)

The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U. S. C.5323(j)( 1) and 49 C. F. R. 661. 5, but it may qualify for an exception pursuant to 49 U. S. C.5323(j)( 2)( A), 5323(j)( 2)( B), or 5323(j)(2)( D), and 49 C. F. R. 661. 7.

Date

Signature

Company Name

Title

Certification requirement for procurement of buses, other rolling stock and associatedequipment.

Certificate of Compliance with 49 U.S.C. 5323(j)(2)( C).

The bidder or offeror hereby certifies that it will comply with the requirements of 49 U. S. C.5323(j)( 2)( C) and the regulations at 49 C. F. R. Part 661. 11.

Date

Signature

Company Name

Title

Certificate of Non- Compliance with 49 U.S.C. 5323(j)(2)(C)

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The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U. S. C.5323( j)( 2)( C) and 49 C. F. R. 661. 11, but may qualify for an exception pursuant to 49 U. S. C.5323(j)(2)( A), 5323(j)(2)( B), or 5323(j)( 2)( D), and 49 CFR 661. 7.

Date

Signature

Company Name

Title

Charter Service Operations

The contractor agrees to comply with 49 U. S. C. 5323( d) and 49 CFR Part 604, which providesthat recipients and subrecipients of FTA assistance are prohibited from providing charterservice using federally funded equipment or facilities if there is at least one private charteroperator willing and able to provide the service, except under one of the exceptions at 49 CFR604.9. Any charter service provided under one of the exceptions must be " incidental," i. e., it

must not interfere with or detract from the provision of mass transportation.

School Bus Operations

Pursuant to 69 U. S. C. 5323( f) and 49 CFR Part 605, recipients and subrecipients of FTA

assistance may not engage in school bus operations exclusively for the transportation ofstudents and school personnel in competition with private school bus operators unless qualified

under specified exemptions. When operating exclusive school bus service under an allowableexemption, recipients and subrecipients may not use federally funded equipment, vehicles, orfacilities.

Cargo Preference - Use of United States- Flag Vessels

The contractor agrees: a. to use privately owned United States- Flag commercial vessels to shipat least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargoliners, and tankers) involved, whenever shipping any equipment, material, or commoditiespursuant to the underlying contract to the extent such vessels are available at fair and

reasonable rates for United States- Flag commercial vessels; b. to furnish within 20 working daysfollowing the date of loading for shipments originating within the United States or within 30working days following the date of leading for shipments originating outside the United States,a legible copy of a rated, " on- board" commercial ocean bill- of- lading in English for eachshipment of cargo described in the preceding paragraph to the Division of National Cargo,Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA

recipient( through the contractor in the case of a subcontractor' s bill- of-lading.) c. to includethese requirements in all subcontracts issued pursuant to this contract when the subcontract

may involve the transport of equipment, material, or commodities by ocean vessel.

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Seismic Safety

If the Contract is for the construction of new buildings or additions to existing buildings, thecontractor agrees that any new building or addition to an existing building will be designed andconstructed in accordance with the standards for Seismic Safety required in Department ofTransportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to theextent required by the regulation. The contractor also agrees to ensure that all workperformed under this contract including work performed by a subcontractor is in compliancewith the standards required by the Seismic Safety Regulations and the certification ofcompliance issued on the project.

Energy Conservation

The contractor agrees to comply with mandatory standards and policies relating to energy

efficiency which are contained in the state energy conservation plan issued in compliance withthe Energy Policy and Conservation Act.

Clean Water

If the Contract exceeds$ 100,000, then the following provisions apply:1) The Contractor agrees to comply with all applicable standards, orders or regulations issued

pursuant to the Federal Water Pollution Control Act, as amended, 33 U. S. C. 1251 et seg. The

Contractor agrees to report each violation to the Purchaser and understands and agrees that

the Purchaser will, in turn, report each violation as required to assure notification to FTA and

the appropriate EPA Regional Office.

2) The Contractor also agrees to include these requirements in each subcontract exceeding100,000 financed in whole or in part with Federal assistance provided by FTA.

Bus Testing

If the Contract relates to the acquisition of rolling stock or turnkey, the Contractor agrees tocomply with 49 U. S. C. A 5323( c) and FTA' s implementing regulation at 49 CFR Part 665 and ifapplicable shall perform the following:

1) A manufacturer of a new bus model or a bus produced with a major change in components

or configuration shall provide a copy of the final test report to the recipient at a point in theprocurement process specified by the recipient which will be prior to the recipient' s finalacceptance of the first vehicle.

2) A manufacturer who releases a report under paragraph 1 above shall provide notice to the

operator of the testing facility that the report is available to the public.

3) If the manufacturer represents that the vehicle was previously tested, the vehicle being soldshould have the identical configuration and major components as the vehicle in the test report,

which must be provided to the recipient prior to recipient' s final acceptance of the first vehicle.

If the configuration or components are not identical, the manufacturer shall provide a

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description of the change and the manufacturer' s basis for concluding that it is not a majorchange requiring additional testing.

4) If the manufacturer represents that the vehicle is " grandfathered" ( has been used in mass

transit service in the United States before October 1, 1988, and is currently being producedwithout a major change in configuration or components), the manufacturer shall provide the

name and address of the recipient of such a vehicle and the details of that vehicle' s

configuration and major components.

CERTIFICATION OF COMPLIANCE WITH FTA' S BUS TESTING REQUIREMENTS

The undersigned [ Contractor/ Manufacturer] certifies that the vehicle offered in this

procurement complies with 49 U. S. C. A 5323( c) and FTA' s implementing regulation at 49 CFRPart 665.

The undersigned understands that misrepresenting the testing status of a vehicle acquired with

Federal financial assistance may subject the undersigned to civil penalties as outlined in theDepartment of Transportation' s regulation on Program Fraud Civil Remedies, 49 CFR Part 31. In

addition, the undersigned understands that FTA may suspend or debar a manufacturer underthe procedures in 49 CFR Part 29.

Date:

Signature:

Company Name:

Title:

Pre-Award and Post-Delivery Audit Requirements

If the Contract relates to the acquisition of rolling stock or turnkey, the Contractor agrees tocomply with 49 U. S. C. § 5323( 1) and FTA' s implementing regulation at 49 C. F. R. Part 663 and ifapplicable to submit the following certifications:

1) Buy America Requirements: The Contractor shall complete and submit a declarationcertifying either compliance or noncompliance with Buy America. If the Bidder/ Offeror certifies

compliance with Buy America, it shall submit documentation which lists 1) component andsubcomponent parts of the rolling stock to be purchased identified by manufacturer of theparts, their country of origin and costs; and 2) the location of the final assembly point for therolling stock, including a description of the activities that will take place at the final assemblypoint and the cost of final assembly.

2) Solicitation Specification Requirements: The Contractor shall submit evidence that it will be

capable of meeting the bid specifications.

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3) Federal Motor Vehicle Safety Standards ( FMVSS): The Contractor shall submit 1)manufacturer' s FMVSS self-certification sticker information that the vehicle complies with

relevant FMVSS or 2) manufacturer's certified statement that the contracted buses will not be

subject to FMVSS regulations.

BUY AMERICA CERTIFICATE OF COMPLIANCE WITH FTA REQUIREMENTS

FOR BUSES, OTHER ROLLING STOCK, OR ASSOCIATED EQUIPMENT

To be submitted with a bid or offer exceeding the small purchase threshold for Federalassistance programs, currently set at$ 100,000.)

Certificate of Compliance

The bidder hereby certifies that it will comply with the requirements of 49 U. S. C. Section5323(j)(2)( C), Section 165( b)( 3) of the Surface Transportation Assistance Act of 1982, asamended, and the regulations of 49 C. F. R. 661. 11:

Date:

Signature:

Company Name:

Title:

Certificate of Non-Compliance

The bidder hereby certifies that it cannot comply with the requirements of 49 U. S. C. Section5323(j)( 2)( C) and Section 165( b)( 3) of the Surface Transportation Assistance Act of 1982, as

amended, but may qualify for an exception to the requirements consistent with 49 U. S. C.Sections 5323(j)(2)( B) or( j)(2)( D), Sections 165( b)( 2) or( b)( 4) of the Surface TransportationAssistance Act, as amended, and regulations in 49 C. F. R. 661. 7.

Date:

Signature:

Company Name:

Title:

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Byrd Anti-Lobbying Amendment, 31 U. S. C. 1352, as amended by the Lobbying Disclosure Act

of 1995, P. L. 104-65 [ to be codified at 2 U. S. C. § 1601, et seg-1

Contractors who apply or bid for an award of$ 100,000 or more shall file the certificationrequired by 49 CFR part 20, " New Restrictions on Lobbying." Each tier certifies to the tier above

that it will not and has not used Federal appropriated funds to pay any person or organizationfor influencing or attempting to influence an officer or employee of any agency, a member ofCongress, officer or employee of Congress, or an employee of a member of Congress in

connection with obtaining any Federal contract, grant or any other award covered by 31 U. S. C.1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Actof 1995 who has made lobbying contacts on its behalf with non- Federal funds with respect tothat Federal contract, grant or award covered by 31 U. S. C. 1352. Such disclosures areforwarded from tier to tier up to the recipient.

APPENDIX A, 49 CFR PART 20-- CERTIFICATION REGARDING LOBBYING

Certification for Contracts, Grants, Loans, and Cooperative Agreements

To be submitted with each bid or offer exceeding$ 100,000)

The undersigned [ Contractor] certifies, to the best of his or her knowledge and belief, that:

1) No Federal appropriated funds have been paid or will be paid, by or on behalf of theundersigned, to any person for influencing or attempting to influence an officer or employee ofan agency, a Member of Congress, an officer or employee of Congress, or an employee of a

Member of Congress in connection with the awarding of any Federal contract, the making ofany Federal grant, the making of any Federal loan, the entering into of any cooperativeagreement, and the extension, continuation, renewal, amendment, or modification of anyFederal contract, grant, loan, or cooperative agreement.

2) If any funds other than Federal appropriated funds have been paid or will be paid to anyperson for making lobbying contacts to an officer or employee of any agency, a Member ofCongress, an officer or employee of Congress, or an employee of a Member of Congress in

connection with this Federal contract, grant, loan, or cooperative agreement, the undersignedshall complete and submit Standard Form-- LLL, " Disclosure Form to Report Lobbying," in

accordance with its instructions [as amended by" Government wide Guidance for NewRestrictions on Lobbying," 61 Fed. Reg. 1413 ( 1/ 19/ 96). Note: Language in paragraph ( 2) herein

has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 ( P. L.104-65, to be codified at 2 U. S. C. 1601, etseq.)]

3) The undersigned shall require that the language of this certification be included in the award

documents for all subawards at all tiers ( including subcontracts, subgrants, and contracts undergrants, loans, and cooperative agreements) and that all subrecipients shall certify and discloseaccordingly.

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This certification is a material representation of fact upon which reliance was placed when this

transaction was made or entered into. Submission of this certification is a prerequisite for

making or entering into this transaction imposed by 31, U. S. C. § 1352 ( as amended by theLobbying Disclosure Act of 1995). Any person who fails to file the required certification shall besubject to a civil penalty of not less than $10,000 and not more than $ 100,000 for each such

failure.

Note: Pursuant to 31 U. S. C. § 1352( c)( 1)-( 2)( A), any person who makes a prohibitedexpenditure or fails to file or amend a required certification or disclosure form shall be subject

to a civil penalty of not less than $10,000 and not more than $ 100,000 for each suchexpenditure or failure.]

The Contractor, certifies or affirms the truthfulness and accuracy of

each statement of its certification and disclosure, if any. In addition, the Contractor

understands and agrees that the provisions of 31 U. S. C. A 3801, et seq., apply to thiscertification and disclosure, if any.

Signature of Contractor' s Authorized Official

Name and Title of Contractor' s Authorized Official

Date

Access to Records

The following access to records requirements apply to this Contract:

1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a

subgrantee of the FTA Recipient in accordance with 49 C. F. R. 18. 36( 1), the Contractor agrees to

provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or

any of their authorized representatives access to any books, documents, papers and records ofthe Contractor which are directly pertinent to this contract for the purposes of making audits,examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633. 17

to provide the FTA Administrator or his authorized representatives including any PMOContractor access to Contractor' s records and construction sites pertaining to a major capitalproject, defined at 49 U. S. C. 5302( a) 1, which is receiving federal financial assistance throughthe programs described at 49 U. S. C. 5307, 5309 or 5311.

2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient

in accordance with 49 C. F. R. 633. 17, Contractor agrees to provide the Purchaser, the FTA

Administrator or his authorized representatives, including any PMO Contractor, access to theContractor' s records and construction sites pertaining to a major capital project, defined at 49U. S. C. 5302(a) 1, which is receiving federal financial assistance through the programs describedat 49 U. S. C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of lessthan the simplified acquisition threshold currently set at$ 100,000.

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3. Where the Purchaser enters into a negotiated contract for other than a small purchase or

under the simplified acquisition threshold and is an institution of higher education, a hospital or

other non- profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in

accordance with 49 C. F. R. 19.48, Contractor agrees to provide the Purchaser, FTA

Administrator, the Comptroller General of the United States or any of their duly authorizedrepresentatives with access to any books, documents, papers and record of the Contractorwhich are directly pertinent to this contract for the purposes of making audits, examinations,excerpts and transcriptions.

4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient inaccordance with 49 U. S. C. 5325(a) enters into a contract for a capital project or improvement

defined at 49 U. S. C. 5302( a) 1) through other than competitive bidding, the Contractor shallmake available records related to the contract to the Purchaser, the Secretary of Transportation

and the Comptroller General or any authorized officer or employee of any of them for thepurposes of conducting an audit and inspection.

5. The Contractor agrees to permit any of the foregoing parties to reproduce by any meanswhatsoever or to copy excerpts and transcriptions as reasonably needed.

6. The Contractor agrees to maintain all books, records, accounts and reports required under

this contract for a period of not less than three years after the date of termination or expiration

of this contract, except in the event of litigation or settlement of claims arising from theperformance of this contract, in which case Contractor agrees to maintain same until the

Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorizedrepresentatives, have disposed of all such litigation, appeals, claims or exceptions related

thereto. Reference 49 CFR 18. 39( i)( 11).

7. FTA does not require the inclusion of these requirements in subcontracts.

Federal Chani; es

Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and

directives, including without limitation those listed directly or by reference in the MasterAgreement between Purchaser and FTA, as they may be amended or promulgated from time totime during the term of this contract. Contractor' s failure to so comply shall constitute amaterial breach of this contract.

Bid Bond Requirements (Construction)

Bonding requirements may apply to this contract; see the body of the contract for anyapplicable bonding requirements.

Performance and Payment Bonding Requirements( Construction)

Bonding requirements may apply to this contract; see the body of the contract for anyapplicable bonding requirements.

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Performance and Payment Bonding Requirements (Non- Construction)

Bonding requirements may apply to this contract; see the body of the contract for anyapplicable bonding requirements.

Advance Payment Bonding Requirements

Bonding requirements may apply to this contract; see the body of the contract for anyapplicable bonding requirements.

Patent Infringement Bonding Requirements( Patent Indemnity)

Bonding requirements may apply to this contract; see the body of the contract for anyapplicable bonding requirements.

Warranty of the Work and Maintenance Bonds

Warranty and/ or bonding requirements may apply to this contract; see the body of the contractfor any applicable warranty and/ or bonding requirements.

Clean Air

If the Contract exceeds$ 100,000, then the following provisions apply:1) The Contractor agrees to comply with all applicable standards, orders or regulations issued

pursuant to the Clean Air Act, as amended, 42 U. S. C. §§ 7401 et seg. The Contractor agrees to

report each violation to the Purchaser and understands and agrees that the Purchaser will, in

turn, report each violation as required to assure notification to FTA and the appropriate EPA

Regional Office.

2) The Contractor also agrees to include these requirements in each subcontract exceeding100,000 financed in whole or in part with Federal assistance provided by FTA.

Recovered Materials

If Recipient purchases$ 10,000 or more of EPA designated items during the current fiscal yearor the prior fiscal year, the contractor agrees to comply with all the requirements of Section6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U. S. C. 6962),

including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part247.

Davis- Bacon and Copeland Anti- Kickback Acts

If the Contract is for construction in excess of$ 2, 000 then the following provisions apply:1) Minimum wages- ( i) All laborers and mechanics employed or working upon the site of the

work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in theconstruction or development of the project), will be paid unconditionally and not less oftenthan once a week, and without subsequent deduction or rebate on any account (except suchpayroll deductions as are permitted by regulations issued by the Secretary of Labor under theCopeland Act( 29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash

equivalents thereof) due at time of payment computed at rates not less than those contained in

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the wage determination of the Secretary of Labor which is attached hereto and made a part

hereof, regardless of any contractual relationship which may be alleged to exist between thecontractor and such laborers and mechanics.

Contributions made or costs reasonably anticipated for bona fide fringe benefits under section1( b)( 2) of the Davis- Bacon Act on behalf of laborers or mechanics are considered wages paid to

such laborers or mechanics, subject to the provisions of paragraph ( 1)( iv) of this section; also,

regular contributions made or costs incurred for more than a weekly period (but not less often

than quarterly) under plans, funds, or programs which cover the particular weekly period, aredeemed to be constructively made or incurred during such weekly period. Such laborers andmechanics shall be paid the appropriate wage rate and fringe benefits on the wage

determination for the classification of work actually performed, without regard to skill, exceptas provided in 29 CFR Part 5. 5( a)( 4). Laborers or mechanics performing work in more than one

classification may be compensated at the rate specified for each classification for the timeactually worked therein: Provided, that the employer' s payroll records accurately set forth thetime spent in each classification in which work is performed. The wage determination

including any additional classifications and wage rates conformed under paragraph ( 1)( ii) ofthis section) and the Davis- Bacon poster( WH- 1321) shall be posted at all times by thecontractor and its subcontractors at the site of the work in a prominent and accessible place

where it can be easily seen by the workers.

ii)( A) The contracting officer shall require that any class of laborers or mechanics, includinghelpers, which is not listed in the wage determination and which is to be employed under the

contract shall be classified in conformance with the wage determination. The contractingofficer shall approve an additional classification and wage rate and fringe benefits therefore

only when the following criteria have been met:

1) Except with respect to helpers as defined as 29 CFR 5. 2( n)( 4), the work to be performed bythe classification requested is not performed by a classification in the wage determination; and

2) The classification is utilized in the area by the construction industry; and

3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonablerelationship to the wage rates contained in the wage determination; and

4) With respect to helpers as defined in 29 CFR 5. 2( n)( 4), such a classification prevails in the

area in which the work is performed.

B) If the contractor and the laborers and mechanics to be employed in the classification ( if

known), or their representatives, and the contracting officer agree on the classification andwage rate ( including the amount designated for fringe benefits where appropriate), a report ofthe action taken shall be sent by the contracting officer to the Administrator of the Wage andHour Division, Employment Standards Administration, U. S. Department of Labor, Washington,

DC 20210. The Administrator, or an authorized representative, will approve, modify, orCity of Plymouth Transit

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disapprove every additional classification action within 30 days of receipt and so advise thecontracting officer or will notify the contracting officer within the 30-day period that additionaltime is necessary.

C) In the event the contractor, the laborers or mechanics to be employed in the classification

or their representatives, and the contracting officer do not agree on the proposed classificationand wage rate ( including the amount designated for fringe benefits, where appropriate), the

contracting officer shall refer the questions, including the views of all interested parties and therecommendation of the contracting officer, to the Administrator for determination. TheAdministrator, or an authorized representative, will issue a determination within 30 days of

receipt and so advise the contracting officer or will notify the contracting officer within the 30-

day period that additional time is necessary.

D) The wage rate ( including fringe benefits where appropriate) determined pursuant toparagraphs( a)( 1)( ii) ( B) or (C) of this section, shall be paid to all workers performing work in theclassification under this contract from the first day on which work is performed in theclassification.

iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or

mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractorshall either pay the benefit as stated in the wage determination or shall pay another bona fidefringe benefit or an hourly cash equivalent thereof.

iv) If the contractor does not make payments to a trustee or other third person, the contractor

may consider as part of the wages of any laborer or mechanic the amount of any costsreasonably anticipated in providing bona fide fringe benefits under a plan or program,Provided, That the Secretary of Labor has found, upon the written request of the contractor,

that the applicable standards of the Davis- Bacon Act have been met. The Secretary of Labormay require the contractor to set aside in a separate account assets for the meeting ofobligations under the plan or program.

v)(A) The contracting officer shall require that any class of laborers or mechanics which is notlisted in the wage determination and which is to be employed under the contract shall be

classified in conformance with the wage determination. The contracting officer shall approvean additional classification and wage rate and fringe benefits therefor only when the followingcriteria have been met:

1) The work to be performed by the classification requested is not performed by aclassification in the wage determination; and

2) The classification is utilized in the area by the construction industry; and

3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonablerelationship to the wage rates contained in the wage determination.

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B) If the contractor and the laborers and mechanics to be employed in the classification ( if

known), or their representatives, and the contracting officer agree on the classification andwage rate ( including the amount designated for fringe benefits where appropriate), a report of

the action taken shall be sent by the contracting officer to the Administrator of the Wage andHour Division, Employment Standards Administration, Washington, DC 20210. The

Administrator, or an authorized representative, will approve, modify, or disapprove everyadditional classification action within 30 days of receipt and so advise the contracting officer orwill notify the contracting officer within the 30- day period that additional time is necessary.

C) In the event the contractor, the laborers or mechanics to be employed in the classification

or their representatives, and the contracting officer do not agree on the proposed classification

and wage rate ( including the amount designated for fringe benefits, where appropriate), the

contracting officer shall refer the questions, including the views of all interested parties and therecommendation of the contracting officer, to the Administrator for determination. TheAdministrator, or an authorized representative, will issue a determination with 30 days of

receipt and so advise the contracting officer or will notify the contracting officer within the 30-

day period that additional time is necessary.

D) The wage rate ( including fringe benefits where appropriate) determined pursuant toparagraphs( a)( 1)( v) ( B) or( C) of this section, shall be paid to all workers performing work in theclassification under this contract from the first day on which work is performed in theclassification.

2) Withholding- The Recipient shall upon its own action or upon written request of anauthorized representative of the Department of Labor withhold or cause to be withheld from

the contractor under this contract or any other Federal contract with the same prime

contractor, or any other federally-assisted contract subject to Davis- Bacon prevailing wagerequirements, which is held by the same prime contractor, so much of the accrued payments or

advances as may be considered necessary to pay laborers and mechanics, includingapprentices, trainees, and helpers, employed by the contractor or any subcontractor the fullamount of wages required by the contract. In the event of failure to pay any laborer ormechanic, including any apprentice, trainee, or helper, employed or working on the site of thework (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in theconstruction or development of the project), all or part of the wages required by the contract,the Recipient may, after written notice to the contractor, sponsor, applicant, or owner, take

such action as may be necessary to cause the suspension of any further payment, advance, orguarantee of funds until such violations have ceased.

3) Payrolls and basic records- ( i) Payrolls and basic records relating thereto shall bemaintained by the contractor during the course of the work and preserved for a period of threeyears thereafter for all laborers and mechanics working at the site of the work( or under theUnited States Housing Act of 1937, or under the Housing Act of 1949, in the construction ordevelopment of the project). Such records shall contain the name, address, and social securitynumber of each such worker, his or her correct classification, hourly rates of wages paid

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including rates of contributions or costs anticipated for bona fide fringe benefits or cash

equivalents thereof of the types described in section 1( b)( 2)( B) of the Davis- Bacon Act), dailyand weekly number of hours worked, deductions made and actual wages paid. Whenever the

Secretary of Labor has found under 29 CFR 5. 5( a)( 1)( iv) that the wages of any laborer ormechanic include the amount of any costs reasonably anticipated in providing benefits under aplan or program described in section 1( b)( 2)( B) of the Davis- Bacon Act, the contractor shall

maintain records which show that the commitment to provide such benefits is enforceable,

that the plan or program is financially responsible, and that the plan or program has beencommunicated in writing to the laborers or mechanics affected, and records which show the

costs anticipated or the actual cost incurred in providing such benefits. Contractors employingapprentices or trainees under approved programs shall maintain written evidence of the

registration of apprenticeship programs and certification of trainee programs, the registration

of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable

programs.

ii)( A) The contractor shall submit weekly for each week in which any contract work isperformed a copy of all payrolls to the Recipient for transmission to the Federal Transit

Administration. The payrolls submitted shall set out accurately and completely all of theinformation required to be maintained under section 5. 5( a)( 3)( i) of Regulations, 29 CFR part 5.

This information may be submitted in any form desired. Optional Form WH- 347 is available forthis purpose and may be purchased from the Superintendent of Documents ( Federal StockNumber 029-005- 00014- 1), U. S. Government Printing Office, Washington, DC 20402. The prime

contractor is responsible for the submission of copies of payrolls by all subcontractors.

B) Each payroll submitted shall be accompanied by a " Statement of Compliance," signed by thecontractor or subcontractor or his or her agent who pays or supervises the payment of the

persons employed under the contract and shall certify the following:

1) That the payroll for the payroll period contains the information required to be maintained

under section 5. 5( a)( 3)( i) of Regulations, 29 CFR part 5 and that such information is correct andcomplete;

2) That each laborer or mechanic ( including each helper, apprentice, and trainee) employed onthe contract during the payroll period has been paid the full weekly wages earned, withoutrebate, either directly or indirectly, and that no deductions have been made either directly orindirectly from the full wages earned, other than permissible deductions as set forth inRegulations, 29 CFR part 3;

3) That each laborer or mechanic has been paid not less than the applicable wage rates and

fringe benefits or cash equivalents for the classification of work performed, as specified in theapplicable wage determination incorporated into the contract.

C) The weekly submission of a properly executed certification set forth on the reverse side ofOptional Form WH- 347 shall satisfy the requirement for submission of the " Statement of

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Compliance" required by paragraph (a)( 3)( ii)( B) of this section.

D) The falsification of any of the above certifications may subject the contractor orsubcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of

title 31 of the United States Code.

iii) The contractor or subcontractor shall make the records required under paragraph ( a)( 3)( i)

of this section available for inspection, copying, or transcription by authorized representativesof the Federal Transit Administration or the Department of Labor, and shall permit such

representatives to interview employees during working hours on the job. If the contractor orsubcontractor fails to submit the required records or to make them available, the Federal

agency may, after written notice to the contractor, sponsor, applicant, or owner, take such

action as may be necessary to cause the suspension of any further payment, advance, orguarantee of funds. Furthermore, failure to submit the required records upon request or to

make such records available may be grounds for debarment action pursuant to 29 CFR 5. 12.

4) Apprentices and trainees- ( i) Apprentices- Apprentices will be permitted to work at less

than the predetermined rate for the work they performed when they are employed pursuant toand individually registered in a bona fide apprenticeship program registered with the U. S.Department of Labor, Employment and Training Administration, Bureau of Apprenticeship andTraining, or with a State Apprenticeship Agency recognized by the Bureau, or if a person isemployed in his or her first 90 days of probationary employment as an apprentice in such anapprenticeship program, who is not individually registered in the program, but who has been

certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency( whereappropriate) to be eligible for probationary employment as an apprentice. The allowable ratioof apprentices to journeymen on the job site in any craft classification shall not be greater thanthe ratio permitted to the contractor as to the entire work force under the registered program.

Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwiseemployed as stated above, shall be paid not less than the applicable wage rate on the wage

determination for the classification of work actually performed. In addition, any apprenticeperforming work on the job site in excess of the ratio permitted under the registered programshall be paid not less than the applicable wage rate on the wage determination for the work

actually performed. Where a contractor is performing construction on a project in a localityother than that in which its program is registered, the ratios and wage rates ( expressed in

percentages of the journeyman' s hourly rate) specified in the contractor' s or subcontractor' sregistered program shall be observed. Every apprentice must be paid at not less than the ratespecified in the registered program for the apprentice' s level of progress, expressed as a

percentage of the journeymen hourly rate specified in the applicable wage determination.Apprentices shall be paid fringe benefits in accordance with the provisions of the

apprenticeship program. If the apprenticeship program does not specify fringe benefits,apprentices must be paid the full amount of fringe benefits listed on the wage determination

for the applicable classification. If the Administrator of the Wage and Hour Division of the U. S.

Department of Labor determines that a different practice prevails for the applicable apprenticeclassification, fringes shall be paid in accordance with that determination. In the event the

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Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by theBureau, withdraws approval of an apprenticeship program, the contractor will no longer bepermitted to utilize apprentices at less than the applicable predetermined rate for the work

performed until an acceptable program is approved.

ii) Trainees- Except as provided in 29 CFR 5. 16, trainees will not be permitted to work at less

than the predetermined rate for the work performed unless they are employed pursuant to andindividually registered in a program which has received prior approval, evidenced by formalcertification by the U. S. Department of Labor, Employment and Training Administration. Theratio of trainees to journeymen on the job site shall not be greater than permitted under the

plan approved by the Employment and Training Administration. Every trainee must be paid atnot less than the rate specified in the approved program for the trainee' s level of progress,

expressed as a percentage of the journeyman hourly rate specified in the applicable wagedetermination. Trainees shall be paid fringe benefits in accordance with the provisions of the

trainee program. If the trainee program does not mention fringe benefits, trainees shall be

paid the full amount of fringe benefits listed on the wage determination unless the

Administrator of the Wage and Hour Division determines that there is an apprenticeshipprogram associated with the corresponding journeyman wage rate on the wage determinationwhich provides for less than full fringe benefits for apprentices. Any employee listed on the

payroll at a trainee rate who is not registered and participating in a training plan approved bythe Employment and Training Administration shall be paid not less than the applicable wage

rate on the wage determination for the classification of work actually performed. In addition,any trainee performing work on the job site in excess of the ratio permitted under theregistered program shall be paid not less than the applicable wage rate on the wage

determination for the work actually performed. In the event the Employment and TrainingAdministration withdraws approval of a training program, the contractor will no longer bepermitted to utilize trainees at less than the applicable predetermined rate for the work

performed until an acceptable program is approved.

iii) Equal employment opportunity- The utilization of apprentices, trainees and journeymen

under this part shall be in conformity with the equal employment opportunity requirements ofExecutive Order 11246, as amended, and 29 CFR part 30.

5) Compliance with Copeland Act requirements- The contractor shall comply with therequirements of 29 CFR part 3, which are incorporated by reference in this contract.

6) Subcontracts- The contractor or subcontractor shall insert in any subcontracts the clausescontained in 29 CFR 5. 5( a)( 1) through (10) and such other clauses as the Federal Transit

Administration may by appropriate instructions require, and also a clause requiring thesubcontractors to include these clauses in any lower tier subcontracts. The prime contractorshall be responsible for the compliance by any subcontractor or lower tier subcontractor withall the contract clauses in 29 CFR 5. 5.

7) Contract termination: debarment- A breach of the contract clauses in 29 CFR 5. 5 may beCity of Plymouth Transit

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grounds for termination of the contract, and for debarment as a contractor and a subcontractor

as provided in 29 CFR 5. 12.

8) Compliance with Davis- Bacon and Related Act requirements- All rulings and

interpretations of the Davis- Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are

herein incorporated by reference in this contract.

9) Disputes concerning labor standards- Disputes arising out of the labor standards provisionsof this contract shall not be subject to the general disputes clause of this contract. Such

disputes shall be resolved in accordance with the procedures of the Department of Labor set

forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputesbetween the contractor( or any of its subcontractors) and the contracting agency, the U. S.Department of Labor, or the employees or their representatives.

10) Certification of eligibility-( i) By entering into this contract, the contractor certifies that

neither it (nor he or she) nor any person or firm who has an interest in the contractor' s firm is aperson or firm ineligible to be awarded Government contracts by virtue of section 3( a) of theDavis- Bacon Act or 29 CFR 5. 12( a)( 1).

ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of aGovernment contract by virtue of section 3( a) of the Davis- Bacon Act or 29 CFR 5. 12( a)( 1).

iii) The penalty for making false statements is prescribed in the U. S. Criminal Code, 18 U. S. C.1001.

Contract Work Hours and Safety Standards

If the Contract is in excess of$ 100,000 and the Contract is for construction or employs laborers

or mechanics on public work the following provisions apply:1) Overtime requirements- No contractor or subcontractor contracting for any part of the

contract work which may require or involve the employment of laborers or mechanics shall

require or permit any such laborer or mechanic in any workweek in which he or she isemployed on such work to work in excess of forty hours in such workweek unless such laboreror mechanic receives compensation at a rate not less than one and one-half times the basic

rate of pay for all hours worked in excess of forty hours in such workweek.

2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation ofthe clause set forth in paragraph ( 1) of this section the contractor and any subcontractorresponsible therefor shall be liable for the unpaid wages. In addition, such contractor and

subcontractor shall be liable to the United States for liquidated damages. Such liquidated

damages shall be computed with respect to each individual laborer or mechanic, includingwatchmen and guards, employed in violation of the clause set forth in paragraph ( 1) of this

section, in the sum of$ 10 for each calendar day on which such individual was required orpermitted to work in excess of the standard workweek of forty hours without payment of the

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overtime wages required by the clause set forth in paragraph ( 1) of this section.

3) Withholding for unpaid wages and liquidated damages- The Recipient shall upon its ownaction or upon written request of an authorized representative of the Department of Labor

withhold or cause to be withheld, from any moneys payable on account of work performed bythe contractor or subcontractor under any such contract or any other Federal contract with the

same prime contractor, or any other federally-assisted contract subject to the Contract WorkHours and Safety Standards Act, which is held by the same prime contractor, such sums as maybe determined to be necessary to satisfy any liabilities of such contractor or subcontractor forunpaid wages and liquidated damages as provided in the clause set forth in paragraph ( 2) of

this section.

4) Subcontracts- The contractor or subcontractor shall insert in any subcontracts the clauses

set forth in paragraphs ( 1) through (4) of this section and also a clause requiring thesubcontractors to include these clauses in any lower tier subcontracts. The prime contractorshall be responsible for compliance by any subcontractor or lower tier subcontractor with theclauses set forth in paragraphs ( 1) through (4) of this section.

No Obligation by the Federal Government.

1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any

concurrence by the Federal Government in or approval of the solicitation or award of theunderlying contract, absent the express written consent by the Federal Government, theFederal Government is not a party to this contract and shall not be subject to any obligations orliabilities to the Purchaser, Contractor, or any other party( whether or not a party to thatcontract) pertaining to any matter resulting from the underlying contract.

2) The Contractor agrees to include the above clause in each subcontract financed in whole or

in part with Federal assistance provided by FTA. It is further agreed that the clause shall not bemodified, except to identify the subcontractor who will be subject to its provisions.

Program Fraud and False or Fraudulent Statements or Related Acts.

1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of

1986, as amended, 31 U. S. C. § 3801 et sec. and U. S. DOT regulations, " Program Fraud Civil

Remedies," 49 C. F. R. Part 31, apply to its actions pertaining to this Project. Upon execution ofthe underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of anystatement it has made, it makes, it may make, or causes to be made, pertaining to theunderlying contract or the FTA assisted project for which this contract work is being performed.In addition to other penalties that may be applicable, the Contractor further acknowledges thatif it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission,

or certification, the Federal Government reserves the right to impose the penalties of the

Program Fraud Civil

Remedies Act of 1986 on the Contractor to the extent the Federal Government deems

appropriate.

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2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious,

or fraudulent claim, statement, submission, or certification to the Federal Government under a

contract connected with a project that is financed in whole or in part with Federal assistance

originally awarded by FTA under the authority of 49 U. S. C. § 5307, the Government reserves

the right to impose the penalties of 18 U. S. C. § 1001 and 49 U. S. C. § 5307( n)( 1) on the

Contractor, to the extent the Federal Government deems appropriate.

3) The Contractor agrees to include the above two clauses in each subcontract financed in

whole or in part with Federal assistance provided by FTA. It is further agreed that the clausesshall not be modified, except to identify the subcontractor who will be subject to theprovisions.

Termination

Termination requirements may apply to this contract; see the body of the contract for anyapplicable termination requirements.

Suspension and Debarment

If the Contract exceeds$ 25,000, then the following provisions apply:This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the

contractor is required to verify that none of the contractor, its principals, as defined at49 CFR 29.995, or affiliates, as defined at 49 CFR 29. 905, are excluded or disqualified as

defined at 49 CFR 29. 940 and 29. 945.

The contractor is required to comply with 49 CFR 29, Subpart C and must include the

requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transactionit enters into.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by( insertagency name). If it is later determined that the bidder or proposer knowingly renderedan erroneous certification, in addition to remedies available to ( insert agency name),the Federal Government may pursue available remedies, including but not limited tosuspension and/ or debarment. The bidder or proposer agrees to comply with therequirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period

of any contract that may arise from this offer. The bidder or proposer further agrees toinclude a provision requiring such compliance in its lower tier covered transactions.

Contracts Involving Federal Privacy Act Requirements

The following requirements apply to the Contractor and its employees that administer anysystem of records on behalf of the Federal Government under any contract:

1) The Contractor agrees to comply with, and assures the compliance of its employees with,

the information restrictions and other applicable requirements of the Privacy Act of 1974,

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5 U. S. C. § 552a. Among other things, the Contractor agrees to obtain the express consent ofthe Federal Government before the Contractor or its employees operate a system of records on

behalf of the Federal Government. The Contractor understands that the requirements of the

Privacy Act, including the civil and criminal penalties for violation of that Act, apply to thoseindividuals involved, and that failure to comply with the terms of the Privacy Act may result intermination of the underlying contract.

2) The Contractor also agrees to include these requirements in each subcontract to administer

any system of records on behalf of the Federal Government financed in whole or in part with

Federal assistance provided by FTA.

Civil Rights

The following requirements apply to the underlying contract:

1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U. S. C.

2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U. S. C. § 6102,

section 202 of the Americans with Disabilities Act of 1990, 42 U. S. C. § 12132, and Federal

transit law at 49 U. S. C. § 5332, the Contractor agrees that it will not discriminate against anyemployee or applicant for employment because of race, color, creed, national origin, sex, age,

or disability. In addition, the Contractor agrees to comply with applicable Federal implementingregulations and other implementing requirements FTA may issue.

2) Equal Employment Opportunity- The following equal employment opportunityrequirements apply to the underlying contract:

a) Race, Color, Creed, National Origin, Sex- In accordance with Title VII of the Civil Rights Act,

as amended, 42 U. S. C. § 2000e, and Federal transit laws at 49 U. S. C. § 5332, the Contractor

agrees to comply with all applicable equal employment opportunity requirements of U. S.Department of Labor( U. S. DOL) regulations, " Office of Federal Contract Compliance Programs,

Equal Employment Opportunity, Department of Labor," 41 C. F. R. Parts 60 et seg., ( which

implement Executive Order No. 11246, " Equal Employment Opportunity," as amended byExecutive Order No. 11375, " Amending Executive Order 11246 Relating to Equal EmploymentOpportunity," 42 U. S. C. § 2000e note), and with any applicable Federal statutes, executive

orders, regulations, and Federal policies that may in the future affect construction activitiesundertaken in the course of the Project. The Contractor agrees to take affirmative action to

ensure that applicants are employed, and that employees are treated during employment,without regard to their race, color, creed, national origin, sex, or age. Such action shall include,

but not be limited to, the following: employment, upgrading, demotion or transfer, recruitmentor recruitment advertising, layoff or termination; rates of pay or other forms of compensation;and selection for training, including apprenticeship. In addition, the Contractor agrees tocomply with any implementing requirements FTA may issue.

b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as

amended, 29 U. S. C. § § 623 and Federal transit law at 49 U. S. C. § 5332, the Contractor agrees

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to refrain from discrimination against present and prospective employees for reason of age. In

addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

c) Disabilities- In accordance with section 102 of the Americans with Disabilities Act, as

amended, 42 U. S. C. § 12112, the Contractor agrees that it will comply with the requirements ofU. S. Equal Employment Opportunity Commission, " Regulations to Implement the Equal

Employment Provisions of the Americans with Disabilities Act," 29 C. F. R. Part 1630, pertainingto employment of persons with disabilities. In addition, the Contractor agrees to comply with

any implementing requirements FTA may issue.

3) The Contractor also agrees to include these requirements in each subcontract financed in

whole or in part with Federal assistance provided by FTA, modified only if necessary to identifythe affected parties.

Breaches and Dispute Resolutions

Breach and dispute resolution requirements may apply to this contract; see the body of thecontract for any applicable breach and dispute resolution requirements.

Patent and Rights in Data

If the contract is for the purposes of development of a product or information the followingprovisions apply:

CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK.

A. Rights in Data - This following requirements apply to each contract involving experimental,developmental or research work:

1) The term " subject data" used in this clause means recorded information, whether or not

copyrighted, that is delivered or specified to be delivered under the contract. The term

includes graphic or pictorial delineation in media such as drawings or photographs; text in

specifications or related performance or design- type documents; machine forms such as

punched cards, magnetic tape, or computer memory printouts; and information retained in

computer memory. Examples include, but are not limited to: computer software, engineeringdrawings and associated lists, specifications, standards, process sheets, manuals, technical

reports, catalog item identifications, and related information. The term "subject data" does notinclude financial reports, cost analyses, and similar information incidental to contract

administration.

2) The following restrictions apply to all subject data first produced in the performance of thecontract to which this Attachment has been added:

a) Except for its own internal use, the Purchaser or Contractor may not publish or reproducesubject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractorauthorize others to do so, without the written consent of the Federal Government, until such

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time as the Federal Government may have either released or approved the release of such data

to the public; this restriction on publication, however, does not apply to any contract with anacademic institution.

b) In accordance with 49 C. F. R. § 18. 34 and 49 C. F. R. § 19. 36, the Federal Government reserves

a royalty-free, non- exclusive and irrevocable license to reproduce, publish, or otherwise use,and to authorize others to use, for" Federal Government purposes," any subject data orcopyright described in subsections (2)( b) 1 and ( 2)( b) 2 of this clause below. As used in the

previous sentence, " for Federal Government purposes," means use only for the direct purposesof the Federal Government. Without the copyright owner' s consent, the Federal Government

may not extend its Federal license to any other party.

1. Any subject data developed under that contract, whether or not a copyright has beenobtained; and

2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance inwhole or in part provided by FTA.

c) When FTA awards Federal assistance for experimental, developmental, or research work, it

is FTA' s general intention to increase transportation knowledge available to the public, rather

than to restrict the benefits resulting from the work to participants in that work. Therefore,unless FTA determines otherwise, the Purchaser and the Contractor performing experimental,developmental, or research work required by the underlying contract to which this Attachmentis added agrees to permit FTA to make available to the public, either FTA' s license in the

copyright to any subject data developed in the course of that contract, or a copy of the subjectdata first produced under the contract for which a copyright has not been obtained. If the

experimental, developmental, or research work, which is the subject of the underlying contract,is not completed for any reason whatsoever, all data developed under that contract shallbecome subject data as defined in subsection ( a) of this clause and shall be delivered as the

Federal Government may direct. This subsection ( c), however, does not apply to adaptations ofautomatic data processing equipment or programs for the Purchaser or Contractor' s use whose

costs are financed in whole or in part with Federal assistance provided by FTA fortransportation capital projects.

d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser andthe Contractor agree to indemnify, save, and hold harmless the Federal Government, its

officers, agents, and employees acting within the scope of their official duties against anyliability, including costs and expenses, resulting from any willful or intentional violation by thePurchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of thepublication, translation, reproduction, delivery, use, or disposition of any data furnished underthat contract. Neither the Purchaser nor the Contractor shall be required to indemnify theFederal Government for any such liability arising out of the wrongful act of any employee,official, or agents of the Federal Government.

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e) Nothing contained in this clause on rights in data shall imply a license to the FederalGovernment under any patent or be construed as affecting the scope of any license or otherright otherwise granted to the Federal Government under any patent.

f) Data developed by the Purchaser or Contractor and financed entirely without using Federalassistance provided by the Federal Government that has been incorporated into work requiredby the underlying contract to which this Attachment has been added is exempt from therequirements of subsections ( b), ( c), and ( d) of this clause, provided that the Purchaser or

Contractor identifies that data in writing at the time of delivery of the contract work.

g) Unless FTA determines otherwise, the Contractor agrees to include these requirements ineach subcontract for experimental, developmental, or research work financed in whole or in

part with Federal assistance provided by FTA.

3) Unless the Federal Government later makes a contrary determination in writing, irrespectiveof the Contractor' s status ( i• e•, a large business, small business, state government or state

instrumentality, local government, nonprofit organization, institution of higher education,individual, etc.), the Purchaser and the Contractor agree to take the necessary actions toprovide, through FTA, those rights in that invention due the Federal Government as described

in

U. S. Department of Commerce regulations, " Rights to Inventions Made by NonprofitOrganizations and Small Business Firms Under Government Grants, Contracts and Cooperative

Agreements," 37 C. F. R. Part 401.

4) The Contractor also agrees to include these requirements in each subcontract for

experimental, developmental, or research work financed in whole or in part with Federal

assistance provided by FTA.

B. Patent Rights- The following requirements apply to each contract involving experimental,developmental, or research work:

1) General - If any invention, improvement, or discovery is conceived or first actually reducedto practice in the course of or under the contract to which this Attachment has been added,

and that invention, improvement, or discovery is patentable under the laws of the UnitedStates of America or any foreign country, the Purchaser and Contractor agree to take actionsnecessary to provide immediate notice and a detailed report to the party at a higher tier untilFTA is ultimately notified.

2) Unless the Federal Government later makes a contrary determination in writing, irrespectiveof the Contractor' s status (a large business, small business, state government or state

instrumentality, local government, nonprofit organization, institution of higher education,

individual), the Purchaser and the Contractor agree to take the necessary actions to provide,through FTA, those rights in that invention due the Federal Government as described in U. S.

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Department of Commerce regulations, " Rights to Inventions Made by Nonprofit Organizationsand Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,"

37 C. F. R. Part 401.

3) The Contractor also agrees to include the requirements of this clause in each subcontract for

experimental, developmental, or research work financed in whole or in part with Federal

assistance provided by FTA.

Transit Employee Protective Provisions.

1) The Contractor agrees to comply with applicable transit employee protective requirementsas follows:

a) General Transit Employee Protective Requirements- To the extent that FTA determines that

transit operations are involved, the Contractor agrees to carry out the transit operations workon the underlying contract in compliance with terms and conditions determined by the U. S.Secretary of Labor to be fair and equitable to protect the interests of employees employedunder this contract and to meet the employee protective requirements of 49 U. S. C. A 5333( b),

and U. S. DOL guidelines at 29 C. F. R. Part 215, and any amendments thereto. These terms andconditions are identified in the letter of certification from the U. S. DOL to FTA applicable to the

FTA Recipient' s project from which Federal assistance is provided to support work on the

underlying contract. The Contractor agrees to carry out that work in compliance with theconditions stated in that U. S. DOL letter. The requirements of this subsection ( 1), however, do

not apply to any contract financed with Federal assistance provided by FTA either for projectsfor elderly individuals and individuals with disabilities authorized by 49 U. S. C. § 5310( a)( 2), or

for projects for non- urbanized areas authorized by 49 U. S. C. § 5311. Alternate provisions for

those projects are set forth in subsections( b) and ( c) of this clause.

b) Transit Employee Protective Requirements for Proiects Authorized by 49 U. S. C. § 5310( a)( 2)

for Elderly Individuals and Individuals with Disabilities - If the contract involves transit

operations financed in whole or in part with Federal assistance authorized by 49 U. S. C. §5310(a)( 2), and if the U. S. Secretary of Transportation has determined or determines in thefuture that the employee protective requirements of 49 U. S. C. § 5333( b) are necessary orappropriate for the state and the public body subrecipient for which work is performed on theunderlying contract, the Contractor agrees to carry out the Project in compliance with the

terms and conditions determined by the U. S. Secretary of Labor to meet the requirements of 49U. S. C. § 5333( b), U. S. DOL guidelines at 29 C. F. R. Part 215, and any amendments thereto. Theseterms and conditions are identified in the U. S. DOL' s letter of certification to FTA, the date of

which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor

agrees to perform transit operations in connection with the underlying contract in compliancewith the conditions stated in that U. S. DOL letter.

c) Transit Employee Protective Requirements for Proiects Authorized by 49 U. S. C. § 5311 in

Nonurbanized Areas- If the contract involves transit operations financed in whole or in part

with Federal assistance authorized by 49 U. S. C. § 5311, the Contractor agrees to comply withCity of Plymouth Transit

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the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed toby the U. S. Secretaries of Transportation and Labor, dated May 31, 1979, and the proceduresimplemented by U. S. DOL or any revision thereto.

2) The Contractor also agrees to include the any applicable requirements in each subcontract

involving transit operations financed in whole or in part with Federal assistance provided byFTA.

Disadvantaged Business Enterprises

The Contractor agrees to comply with the following DBE requirements if applicable:

a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26,

Participation by Disadvantaged Business Enterprises in Department of Transportation FinancialAssistance Programs. The national goal for participation of Disadvantaged Business Enterprises

DBE) is 10%. The agency' s goal for DBE participation is 0%.

b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the

performance of this contract. The contractor shall carry out applicable requirements of 49 CFR

Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractorto carry out these requirements is a material breach of this contract, which may result in thetermination of this contract or such other remedy as Recipient deems appropriate. Eachsubcontract the contractor signs with a subcontractor must include the assurance in this

paragraph (see 49 CFR 26. 13( b)).

The successful bidder/ offeror will be required to report its DBE participation obtained through

race- neutral means throughout the period of performance.

d. The contractor is required to pay its subcontractors performing work related to this contractfor satisfactory performance of that work no later than 30 days after the contractor' s receipt of

payment for that work from the Recipient. In addition, the contractor may not hold retainagefrom its subcontractors.

e. The contractor must promptly notify Recipient, whenever a DBE subcontractor performingwork related to this contract is terminated or fails to complete its work, and must make good

faith efforts to engage another DBE subcontractor to perform at least the same amount of

work. The contractor may not terminate any DBE subcontractor and perform that workthrough its own forces or those of an affiliate without prior written consent of Recipient.

Incorporation of Federal Transit Administration (FTA) Terms

The preceding provisions include, in part, certain Standard Terms and Conditions required byDOT, whether or not expressly set forth in the preceding contract provisions. All contractual

provisions required by DOT, as set forth in FTA Circular 4220. 1E, are hereby incorporated byreference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall bedeemed to control in the event of a conflict with other provisions contained in this Agreement.

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The Contractor shall not perform any act, fail to perform any act, or refuse to comply with anyRecipient requests which would cause Recipient to be in violation of the FTA terms and

conditions.

Drug and Alcohol Testing

The contractor agrees to establish and implement a drug and alcohol testing program thatcomplies with 49 CFR Parts 653 and 654, produce any documentation necessary to establish itscompliance with Parts 653 and 654, and permit any authorized representative of the UnitedStates Department of Transportation or its operating administrations, the State OversightAgency of Minnesota, or the Recipient, to inspect the facilities and records associated with the

implementation of the drug and alcohol testing program as required under 49 CFR Parts 653and 654 and review the testing process. The contractor agrees further to certify annually itscompliance with Parts 653 and 654 before March 31 and to submit the Management

Information System ( MIS) reports before March 31 to Recipient. To certify compliance thecontractor shall use the "Substance Abuse Certifications" in the " Annual List of Certifications

and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which

is published annually in the Federal Register.

FHWA Required Contract Provisions for Federal-Aid Construction Contracts

If the Contract is a construction contract funded under Title 23, then FHWA— 1273 is herebyincorporated by reference in this Contract.

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Attachment E to the Proposal Instructions:

E. AFFIRMATIVE ACTION CERTIFICATION STATEMENT

See Proposal Instructions, section 17 of this RFP, for further information)

Proposer Company Name:

NOTE: If the proposal amount exceeds$ 100,000, EITHER this form OR a currently effectiveaffirmative action Certificate of Compliance for the Proposer, issued by the Minnesota Department ofHuman Rights, MUST be submitted with the proposal. See section 17 of this RFP for additional

information.)

Instructions: If a proposal is in an amount greater than $ 100,000, Plymouth cannot accept the proposal

unless the Proposer can affirm either Statement# 1 or Statement# 2 below. The Proposer must select

by checking the appropriate box) and certify as true one of the two statements below, if it is able to doso. In making its certification, the Proposer should carefully bear in mind the post-submittalrequirements noted in connection with each statement. After submittal of the proposal Plymouth

reserves the right to require documentation from the Proposer supporting the certification or tootherwise verify the accuracy of the certification. If neither statement can be affirmed, no proposalshould be submitted.

CHECK ONLY ONE BOX!

1. The business executing this certification did have more than 40 full-time employees within the

State of Minnesota on one or more working days during the 12 months previous to the date theproposal is due. IN ADDITION, the business either:

a. has submitted an affirmative action plan for the employment of minority persons, women,and qualified disabled individuals to the Commissioner of Human Rights for approval; or

b. has a currently effective Certificate of Compliance from the Commissioner of Human Rightsindicating that it has an approved affirmative action plan.

Note: Prior to execution of any agreement arising out of this procurement, the Proposer will be

required to provide Plymouth with a copy of its currently effective Certificate of Compliance.2. The business executing this certification did not have more than 40 full-time employees within

the State of Minnesota on any working day during the 12 months previous to the date theproposal is due.

Note: Prior to execution of any agreement arising out of this procurement, the Proposer will be

required to provide Plymouth with at least one of the following on a form to be provided byPlymouth:

a. a certification that the business has a currently effective Certificate of Compliance issued by theCommissioner of Human Rights, along with the copy of that document; or

b. a certification that the business is in compliance with federal affirmative action requirements;

or

c. a certification that the business' s primary place of business is not in the United States; ord. a certification that the business did not have more than 40 full-time employees on any working

day during the 12 months prior to the date on which it submitted its proposal, in the state

where the business has its primary place of business.CERTIFICATION

On behalf of the Proposer, I certify that the above response is true as of the date this form is signed. Ihave read and understand the requirements related to this certification statement.

Proposer Name:

By: Date:

Name: Title:

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Attachment F to the Proposal Instructions:

F. SUBCONTRACTOR INFORMATION FORM

Proposer Company Name:NOTE: This form MUST be submitted with each proposal.)

Check ONE of the following:No subcontractors will be used by Proposer on this project.

Subcontractors are proposed to be used on this project. The following is 1) a list ofsubcontractors proposed to be used on the project AND 2) a list of subcontractors who submitted bids

or quotes to the Proposer for the project but were not selected by the Proposer:

1) SUBCONTRACTORS PROPOSED TO BE USED ON THE PROJECT:

Firm Name Address Telephone Number

2) SUBCONTRACTORS WHO SUBMITTED BIDS OR QUOTES BUT WERE NOT SELECTED:

Firm Name Address Telephone Number

Use copies of page 1 of this form if space is needed to list additional subcontract firms and attach such

copies to the form.)

CERTIFICATION

On behalf of the Proposer identified below, I certify that the information provided in this form is true andcorrect.

Proposer Name:

By: Date:

Name:

Title:

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Attachment G to the Proposal Instructions:

G. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND

VOLUNTARY EXCLUSION

See Proposal Instructions, section 19 of this RFP, for further information)

Proposer Company Name:NOTE: This form MUST be submitted with each proposal if the proposal amount exceeds$ 100,000.)

INSTRUCTIONS FOR CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND

VOLUNTARY EXCLUSION:

1. By signing and submitting this proposal, the proposer is providing the signed certification set outbelow.

2. The certification referred to in this paragraph is a material representation of fact upon which

reliance was placed when this transaction was entered into. If it is later determined that the

proposer knowingly rendered an erroneous certification, in addition to other remedies available to

the Federal Government, Plymouth may pursue available remedies, including suspension and/ ordebarment.

3. The proposer shall provide immediate written notice to Plymouth if at any time the proposer learnsthat its certification was erroneous when submitted or has become erroneous by reason of changedcircumstances.

4. The terms" covered transaction," " debarred," " suspended," " ineligible," " lower tier covered

participant," " persons," " lower tier covered transaction," " principal,"" Bid," and " voluntarily

excluded," as used in this paragraph, have the meanings set out in the Definitions and Coverage

sections of rules implementing Executive Order 12549, 49 CFR part 29. You may contact SWT forassistance in obtaining a copy of those regulations.

5. The proposer agrees by submitting this proposal that, should the proposed covered transaction beentered into, it shall not knowingly enter into any lower tier covered transaction with a person whois debarred, suspended, declared ineligible, or voluntarily excluded from participation in this

covered transaction, unless authorized in writing by Plymouth.6. The proposer further agrees by submitting this proposal that it will include this Certification

Regarding Debarment, Suspension, Ineligibility and Voluntary in all lower tier coveredtransactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon certification of a prospective participant in a

lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excludedfrom the covered transaction, unless it knows that the certification is erroneous. A participant maydecide the method and frequency by which it determines the eligibility of its principles. Eachparticipant may, but is not required to, check the Non- procurement List issued by U. S. GeneralService Administration.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of

records in order to render in good faith the certification required by this paragraph. The knowledgeand information of a participant is not required to exceed that which is normally possessed by aprudent person in the ordinary course of business dealings.

Except for transactions authorized under subparagraph 5 of these instructions, if a participant in a

covered transaction knowingly enters into a lower tier covered transaction with a person who issuspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition

City of Plymouth TransitRFP

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to all remedies available to the Federal Government, Plymouth may pursue available remediesincluding suspension and/ or debarment.

CERTIFICATION

1. The proposer certifies, by submission of this proposal, that neither it nor its " principals" ( as defined

at 49 CFR section 29. 105( p)) is presently debarred, suspended, proposed for debarment, declaredineligible, or voluntarily excluded from covered transactions by any Federal department or agency.

2. When the proposer is unable to certify to the statements in this certification, such prospectiveproposer shall attach an explanation to this certification.

Proposer Name:

By: Date:

Name:

Title:

City of Plymouth TransitRFP

Page 91

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Attachment H to the Proposal Instructions:

H. LOBBYING RESTRICTION CERTIFICATION

See Proposal Instructions, section 20 of this RFP, for further information)

Proposer Company Name:

NOTE: This form MUST be submitted with each proposal if the proposal amount is equal to, or

exceeds$ 100,000.)

The undersigned Proposer certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, toany person for influencing or attempting to influence an officer or employee of any agency, a Memberof Congress, an officer or employee of Congress, or an employee of a Member of Congress in

connection with the awarding of any Federally funded contract, the making of any Federal grant, themaking of any Federal loan, the entering into of any cooperative agreement, and the extension,continuation, renewal, amendment, or modification of any Federal contract, grant, loan, orcooperative agreement.

2. IF ANY FUNDS other than Federal appropriated funds have been paid or will be paid to any personfor influencing or attempting to influence an officer or employee of any agency, a Member ofCongress, an officer or employee of Congress, or an employee of a Member of Congress in

connection with this Federally funded contract, grant, loan or cooperative agreement, theundersigned shall complete and submit Standard Form - LLL, " Disclosure Form to Report Lobbying,"in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award

documents for all subawards at all tiers ( including subcontracts, subgrants, and contracts undergrants, loans, and cooperative agreements) and that all subrecipients shall certify and discloseaccordingly.

This certification is a material representation of fact upon which reliance is placed when this transaction

was made or entered into. Submission of this certification is a prerequisite for making or entering intothis transaction imposed by section 1352, Title 31, U. S. Code. Any person who fails to file the requiredcertification shall be subject to a civil penalty of not less than$ 10,000 and not more than$ 100,000 foreach such failure.

The Proposer certifies or affirms the truthfulness and accuracy of each statement of its certification anddisclosure, if any. In addition, the Proposer understands and agrees that the provisions of 31 U. S. C.A.

3801, et. seq., apply to this certification and disclosure, if any.Proposer Name:

By: Date:

Name :

Title:

City of Plymouth TransitRFP

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First Transit Cost Proposal Explanations— Plymouth Metrolink June 15, 2016

First Transit is proposing several options for providing this service. Below is an explanation ofeach option.

1. Blended Service Base Cost Proposal— Boone Avenue facility

This cost proposal would be for operation out of the new Boone Avenue facility for fixedroute and Dial-a- Ride services with our bus operator starting wage being raised to$ 16. 00per hour and a $ 2.00 shift premium for split shift senior drivers. Part time drivers makingmore than $ 16. 00 per hour will continue to keep their current rate as well as the split shiftbonus of$ 2. 00 per hour. This bonus is meant to attract and retain experienced senior

drivers to work many of the split shift AM and PM express routes.

2. Blended Service Base Cost Proposal— Alternate Wage— Boone Avenue facility

This cost proposal would be for operation out of the new Boone avenue facility for fixedroute and Dial-a- Ride services with our bus operator starting wage being raised to $ 16. 00per hour and the $2.00 shift premium being extended to all drivers operating split shiftblocks of work. In addition, we would raise our senior full time drivers' pay rate$ 1. 00 perhour as part of our important efforts to retain our experienced senior drivers.

3. Blended Service Optional Cost Proposal# 1 — Como Avenue facility

This cost proposal would be for operation out of our existing Como Avenue facility for fixedroute and Dial- a- Ride services with our bus operator starting wage being raised to$ 16. 00per hour and a $ 2.00 shift premium for split shift senior drivers. Part time drivers makingmore than $ 16. 00 per hour will continue to keep their current rate as well as the split shiftbonus of$ 2. 00 per hour. This bonus is meant to attract and retain experienced senior

drivers to work many of the split shift AM and PM express routes. Since the Como Avenuefacility infrastructure is already in place, we do not have the facility improvement expensesin this option such as new shop tooling or bus wash. However, our pricing includesPlymouth reimbursing fuel purchased by First Transit. If Plymouth wishes a separate fueltank at Como for Plymouth provided dyed fuel, the additional cost per hour is$ 0.32.

Facility rent cost is considerably less as well.

Our proposed staffing remains the same as in our technical proposals with dedicated keystaff, supervisors, bus drivers, technicians and utility staff.

4. Blended Service Optional Cost Proposal# 1 - Alternate Wage— Como Avenue facility

This cost proposal would be for operation out of our existing Como Avenue facility for fixedroute and Dial- a- Ride services with our bus operator starting wage being raised to$ 16.00per hour the$ 2. 00 shift premium being extended to all drivers operating split shift blocks ofwork. In addition, we would raise our senior full time drivers' pay rate $ 1. 00 per hour as part

of our continuing efforts to retain our experienced senior drivers. The bonus is meant toattract and retain experienced senior drivers to work many of the split shift AM and PMexpress routes. Since the Como Avenue facility infrastructure is already in place, we donot have the facility improvement expenses in this option such as new shop tooling or buswash. However, our pricing includes Plymouth reimbursing fuel purchased by First Transit.If Plymouth wishes a separate fuel tank at Como for Plymouth provided dyed fuel, the

additional cost per hour is$ 0.32. Facility rent cost is considerably less as well.

Our proposed staffing remains the same as in our technical proposals with dedicated keystaff, supervisors, bus drivers, technicians and utility staff.

4tal68135

5. Fixed Route Only Base Cost Proposal— Boone Avenue facilityThis cost proposal would be for operation out of the new Boone Avenue facility for fixedroute services only with our bus operator starting wage being raised to$ 16.00 per hour anda $ 2. 00 shift premium for senior drivers. Part time drivers making more than $ 16. 00 perhour will continue to keep their current rate as well as the split shift bonus of$ 2.00 perhour. The bonus is meant to attract and retain experienced senior drivers to work many ofthe split shift AM and PM express routes. This fixed route only option will require only twodispatchers, five technicians and fewer drivers. All of the remaining staffing remains thesame.

6. Fixed Route Only Cost Proposal— Alternate Wage— Boone Avenue facilityThis cost proposal would be for operation out of the new Boone avenue facility for fixedroute services only with our bus operator starting wage being raised to$ 16.00 per hour andthe $ 2. 00 shift premium being extended to all drivers operating split shift blocks of work. Inaddition, we would raise our senior full time drivers' pay rate$ 1. 00 per hour as part of ourcontinuing efforts to retain our experienced senior drivers. This fixed route only option willrequire only two dispatchers, five technicians and fewer drivers. All of the remainingstaffing remains the same.

7. Fixed Route Only Optional Cost Proposal # 1 — Como Avenue facility

This cost proposal would be for operation out of our existing Como Avenue facility for fixedroute services only with our bus operator starting wage being raised to$ 16.00 per hour anda $ 2.00 shift premium for senior drivers. Part time drivers making more than $ 16.00 perhour will continue to keep their current rate as well as the split shift bonus of$ 2.00 perhour. The bonus is meant to attract and retain experienced senior drivers to work many ofthe split shift AM and PM express routes Since the Como Avenue facility infrastructure isalready in place, we do not have the facility improvement expenses in this option such asnew shop tooling or bus wash. However, our pricing includes Plymouth reimbursing fuelpurchased by First Transit. If Plymouth wishes a separate fuel tank at Como for Plymouthprovided dyed fuel, the additional cost per hour is $ 0.48. This fixed route only option willrequire only two dispatchers, five technicians and fewer drivers. All of the remainingstaffing remains the same.

8. Fixed Route Only Optional Cost Proposal# 1 — Alternate Wage— Como Avenue facility

This cost proposal would be for operation out of our existing Como Avenue facility for fixedroute services only with our bus operator starting wage being raised to$ 16. 00 per hourplus the$ 2.00 shift premium being extended to all drivers operating split shift blocks ofwork. In addition, we would raise our senior full time drivers pay rate $ 1. 00 per hour as part

of our continuing efforts to retain our experienced senior drivers. The bonus is meant toattract and retain experienced senior drivers to work many of the split shift AM and PMexpress routes. Since the Como Avenue facility infrastructure is already in place, we donot have the facility improvement expenses in this option such as new shop tooling or buswash. However, our pricing includes Plymouth reimbursing fuel purchased by First Transit.If Plymouth wishes a separate fuel tank at Como for Plymouth provided dyed fuel, the

additional cost per hour is$ 0.48. Facility rent cost is considerably less as well.

This fixed route only option will require only two dispatchers, five technicians and fewerdrivers. All of the remaining staffing remains the same.

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3A. Blended Service Optional Cost Proposal# 1- Como Avenue

COST PROPOSAL SHEET FOR PLYMOUTH DRIVER SERVICES Provider Name: First Transit, Inc.

REVENUE HOUR METHOD( Blended- Fixed+ DAR)

Driver Operation Costs: Year 1 Year 2 Year 3 Year 4 Four Year Totals

Operator Revenue Wages 1, 049,987 $ 1, 092,902 $ 1, 134, 825 $ 1, 165,578 $ 4,443,292

Operator Overtime Wages( 5% maximum) 38,991 $ 40,309 $ 41,839 $ 43, 180 $ 164,319

Driver Non- Rev Wages

Monthly Safety meeting 2 hrs max 16,944 $ 17,637 $ 18,314 $ 18,810 $ 71, 705

Driver Training 62,870 $ 58,553 $ 66,329 $ 59,906 $ 247,658

Staff Training 6,986 $ 6,506 $ 7,370 $ 6, 656 $ 27,518

Other( Vacation& Holiday) 80,154 $ 83, 576 $ 89, 129 $ 92, 344 $ 345, 202

Utility Wage N/ A N/ A N/ A N/ A N/ A

Ops Wages N/ A N/ A N/ A N/ A N/ A

FICA 96,079 $ 99,410 • $ 103, 872 $ 106,065 $ 405,427

FUI/ SUI 35,070 $ 35, 721 $ 36,991 $ 36,445 $ 144,227

Operator Medical Ins 78,193 $ 82, 169 $ 87, 781 $ 89,226 $ 337, 369

401K 5, 250 $ 5, 465 $ 5, 674 $ 5, 828 $ 22, 216

Work Comp Ins 114,039 $_ 120,353 $ 128, 270 $ 133, 597 $ 496,259

Supplies& DDS( incl Background/ Phys/ Drug Testing) $ 15, 324 $ 15, 291 $ 16,221 $ 15,893 $ _ 62,729

Plymouth Approved Uniforms 22, 750 $ 23,319 $ 24,269 $ 24, 122 $ 94,461

Advertising for Staff Hires 4,800 $ 4,920 $ 5, 043 $ 5, 169 $ 19,932

Communication- phones, computers, radios, etc. 52,296 $ 53,296 $ 54, 322 $ 55, 558 $ 215,473

Umbrella Ins( includes all insurance) 121, 645 $ 123, 989 $ 126,941 $ 129, 312 $ 501, 887

Property rental with property tax 124,524 $ 127, 637 $ 130,828 $ 134,099 $ 517,088

Facility utilities 55, 200 $ 56,580 $ 57,995 $ 59,444 $ 229, 219

Facility maintenance and repair 18,000 $ 18,450 $ 18,911 $ 19,384 $ 74, 745

Towing N/ A N/ A N/ A N/ A N/ A

Technology( Drivecam, RouteMatch) 27, 731 $ 28,424 $ 29,135 $ 29,863 $ 115, 153

Misc( Office Supplies, Fees, Licenses) 45,460 $ 46,430 $ 47,424 $ 48,443 $ 187,758

SUBTOTAL 1 2,072,292 $ 2,140,938 $ 2,231,482 $ 2,278,924 $ 8,723,637

Management Fee that includes:

Administrative salaries and benefits

General Manager 80,000 $ 81, 600 $ 83,232 $ 84,897 $ 329,729

Asst GM/ Safety Manager 65,000 $ 66, 300 $ 67, 626 $ 68,979 $ 267, 905

Road Supervisor 1 45, 312 $ 46, 127 $ 46,958 $ 47,803 $ 186, 200

Road Supervisor 2 45, 312 $ 46, 127 $ 46,958 $ 47,803 $ 186, 200

Dispatcher( 3 total) 117, 918 $ 120,040 $ 122, 201 $ 124,401 $ 484,559

Payroll/ Admin Clerk 39,634 $ 40,348 $ 41,074 $ 41,813 $ 162, 870

Workers Comp and Payroll Taxes 44,063 $ 45,084 $ 46, 131 $ 47,206 $ 182,483

Admin Medical Insurance 64,369 $ 67,372 $ 70,521 $ 73,824 $ 276,086

Processing payroll 4,620 $ 4,736 $ 4,854 $ 4,975 $ 19, 185

Profit 284,004 $ 292, 664 $ 303, 521 $ 310,550 $ 1, 190, 739

Other costs( Please itemize)

Vehicle accident deductibles N/ A N/ A N/ A N/ A N/ A

Performance Bond 26,250 $ 27,547 $ 29,549 $ 30,961 $ 114, 306

SUBTOTAL 2 816,482 $ 837,945 $ 862,624 $ 883,210 $ 3,400,261

ANNUAL PROPOSED PRICES 2,888,774 $ 2,978,883 $ 3,094, 106 $ 3, 162,134 $ 12, 123,898

Divided by Vehicle Revenue Hours 38,500 38,500 38,500 38,500 154,000

Cost per Vehicle Revenue Hour 75.03 $ 77.37 $ 80.37 $ 82. 13 $ 78.73

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First Transit Cost Proposal Explanations— Plymouth Metrolink June 15, 2016

First Transit is proposing several options for providing this service. Below is an explanation ofeach option.

1. Blended Service Base Cost Proposal— Boone Avenue facility

This cost proposal would be for operation out of the new Boone Avenue facility for fixedroute and Dial-a- Ride services with our bus operator starting wage being raised to$ 16.00per hour and a $ 2. 00 shift premium for split shift senior drivers. Part time drivers makingmore than $ 16. 00 per hour will continue to keep their current rate as well as the split shiftbonus of$ 2.00 per hour. This bonus is meant to attract and retain experienced senior

drivers to work many of the split shift AM and PM express routes.

2. Blended Service Base Cost Proposal— Alternate Wage— Boone Avenue facility

This cost proposal would be for operation out of the new Boone avenue facility for fixedroute and Dial-a- Ride services with our bus operator starting wage being raised to$ 16.00per hour and the$ 2.00 shift premium being extended to all drivers operating split shiftblocks of work. In addition, we would raise our senior full time drivers' pay rate$ 1. 00 perhour as part of our important efforts to retain our experienced senior drivers.

3. Blended Service Optional Cost Proposal# 1 — Como Avenue facility

This cost proposal would be for operation out of our existing Como Avenue facility for fixedroute and Dial- a- Ride services with our bus operator starting wage being raised to$ 16.00per hour and a $ 2.00 shift premium for split shift senior drivers. Part time drivers makingmore than $ 16.00 per hour will continue to keep their current rate as well as the split shiftbonus of$ 2.00 per hour. This bonus is meant to attract and retain experienced senior

drivers to work many of the split shift AM and PM express routes. Since the Como Avenuefacility infrastructure is already in place, we do not have the facility improvement expensesin this option such as new shop tooling or bus wash. However, our pricing includesPlymouth reimbursing fuel purchased by First Transit. If Plymouth wishes a separate fueltank at Como for Plymouth provided dyed fuel, the additional cost per hour is$ 0.32.

Facility rent cost is considerably less as well.

Our proposed staffing remains the same as in our technical proposals with dedicated keystaff, supervisors, bus drivers, technicians and utility staff.

4. Blended Service Optional Cost Proposal# 1 - Alternate Wage— Como Avenue facility

This cost proposal would be for operation out of our existing Como Avenue facility for fixedroute and Dial- a- Ride services with our bus operator starting wage being raised to $ 16.00per hour the$ 2.00 shift premium being extended to all drivers operating split shift blocks ofwork. In addition, we would raise our senior full time drivers' pay rate$ 1. 00 per hour as partof our continuing efforts to retain our experienced senior drivers. The bonus is meant toattract and retain experienced senior drivers to work many of the split shift AM and PMexpress routes. Since the Como Avenue facility infrastructure is already in place, we donot have the facility improvement expenses in this option such as new shop tooling or buswash. However, our pricing includes Plymouth reimbursing fuel purchased by First Transit.If Plymouth wishes a separate fuel tank at Como for Plymouth provided dyed fuel, the

additional cost per hour is$ 0.32. Facility rent cost is considerably less as well.

Our proposed staffing remains the same as in our technical proposals with dedicated keystaff, supervisors, bus drivers, technicians and utility staff.

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5. Fixed Route Only Base Cost Proposal— Boone Avenue facilityThis cost proposal would be for operation out of the new Boone Avenue facility for fixedroute services only with our bus operator starting wage being raised to$ 16. 00 per hour anda $ 2. 00 shift premium for senior drivers. Part time drivers making more than $ 16. 00 perhour will continue to keep their current rate as well as the split shift bonus of$ 2.00 perhour. The bonus is meant to attract and retain experienced senior drivers to work many ofthe split shift AM and PM express routes. This fixed route only option will require only twodispatchers, five technicians and fewer drivers. All of the remaining staffing remains thesame.

6. Fixed Route Only Cost Proposal— Alternate Wage— Boone Avenue facilityThis cost proposal would be for operation out of the new Boone avenue facility for fixedroute services only with our bus operator starting wage being raised to $ 16. 00 per hour and

the $2.00 shift premium being extended to all drivers operating split shift blocks of work. Inaddition, we would raise our senior full time drivers' pay rate$ 1. 00 per hour as part of ourcontinuing efforts to retain our experienced senior drivers. This fixed route only option willrequire only two dispatchers, five technicians and fewer drivers. All of the remainingstaffing remains the same.

7. Fixed Route Only Optional Cost Proposal# 1 — Como Avenue facility

This cost proposal would be for operation out of our existing Como Avenue facility for fixedroute services only with our bus operator starting wage being raised to$ 16. 00 per hour anda $ 2. 00 shift premium for senior drivers. Part time drivers making more than $ 16.00 perhour will continue to keep their current rate as well as the split shift bonus of$ 2.00 perhour. The bonus is meant to attract and retain experienced senior drivers to work many ofthe split shift AM and PM express routes Since the Como Avenue facility infrastructure isalready in place, we do not have the facility improvement expenses in this option such asnew shop tooling or bus wash. However, our pricing includes Plymouth reimbursing fuelpurchased by First Transit. If Plymouth wishes a separate fuel tank at Como for Plymouthprovided dyed fuel, the additional cost per hour is$ 0.48. This fixed route only option willrequire only two dispatchers, five technicians and fewer drivers. All of the remainingstaffing remains the same.

8. Fixed Route Only Optional Cost Proposal# 1 — Alternate Wage— Como Avenue facility

This cost proposal would be for operation out of our existing Como Avenue facility for fixedroute services only with our bus operator starting wage being raised to$ 16. 00 per hourplus the $2.00 shift premium being extended to all drivers operating split shift blocks ofwork. In addition, we would raise our senior full time drivers pay rate$ 1. 00 per hour as partof our continuing efforts to retain our experienced senior drivers. The bonus is meant toattract and retain experienced senior drivers to work many of the split shift AM and PMexpress routes. Since the Como Avenue facility infrastructure is already in place, we donot have the facility improvement expenses in this option such as new shop tooling or buswash. However, our pricing includes Plymouth reimbursing fuel purchased by First Transit.If Plymouth wishes a separate fuel tank at Como for Plymouth provided dyed fuel, the

additional cost per hour is $ 0.48. Facility rent cost is considerably less as well.

This fixed route only option will require only two dispatchers, five technicians and fewerdrivers. All of the remaining staffing remains the same.

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3B. Blended Service Optional Cost Proposal# 1- Como Avenue

COST PROPOSAL_ SHEET FOR PLYMOUTH Vehicle Maintenance, Blended

Provider Name: First Transit, Inc

REVENUE HOUR METHOD( Blended= Fixed+ DAR)

Driver Operation Costs: Year 1 Year 2 Year 3 Year 4 Four Year Totals

Administrative salaries and benefits

Shop Manager 68,000 $ 69, 360 $ 70, 747 $ 72, 162 $ 280,269

Technician- A 58,812 $ 59, 871 $ 60,948 $ 62,045 $ 241,676

Technicians 278,039 $ 283, 043 $ 288, 138 $ 293, 325 $ 1, 142,545

Additional Staff( if any) N/ A N/ A N/ A N/ A N/ A

Additional Staff( if any) N/ A N/ A N/ A N/ A N/ A

Additional Staff( if any) N/ A N/ A N/ A N/ A N/ A

Workers Comp and Payroll Taxes 67, 891 $ 69, 643 $ 71,447 $ 73,304 $ 282, 286

Admin Medical Insurance 65, 325 $ 68, 546 $ 71,926 $ 75,474 $ 281, 271

Technician Overtime Wages( 5% maximum) $ 10, 365 $ 10, 551 $ 10, 741 $ 10,934 $ 42,591

Driver Non- Rev Wages

Monthly Safety meeting 2 hrs max $ 1, 727 $ 1, 759 $ 1, 790 $ 1, 822 $ 7, 099

Training 6, 910 $ 7, 034 $ 7, 161 $ 7,290 $ 28,394

Staff Training N/ A N/ A N/ A N/ A N/ A

Other( use as many lines as needed) N/ A N/ A N/ A N/ A N/ A

Utility Wage 68, 557 $ 69, 791 $ 71,047 $ 72, 326 $ 281, 721

FICA N/ A N/ A N/ A N/ A N/ A

FUI/ SUI N/ A N/ A N/ A N/ A N/ A

Operator Medical Ins N/ A N/ A N/ A N/ A N/ A

401K N/ A N/ A N/ A N/ A N/ A

Work Comp Ins N/ A N/ A N/ A N/ A N/ A

Supplies& DDS N/ A N/ A N/ A N/ A N/ A

Plymouth Approved Uniforms 7, 200 $ 7,380 $ 7, 565 $ 7, 754 $ 29, 898

Advertising for Staff Hires N/ A N/ A N/ A N/ A N/ A

Communication- phones, computers, etc. N/ A _ N/ A N/ A N/ A N/ A

Umbrella Ins N/ A N/ A N/ A N/ A N/ A

Property rental with property tax N/ A N/ A N/ A N/ A N/ A

Facility utilities N/ A N/ A N/ A N/ A N/ A

Facility maintenance and repair N/ A N/ A N/ A N/ A N/ A

Towing 12,362 $ 12, 671 $ 12, 988 $ 13,313 $ 51, 333

Recruiting cost N/ A N/ A N/ A N/ A N/ A

Parts& Supplies 349, 553 $ 376, 312 $ 411, 207 $ 442,646 $ 1, 579, 718

Accident Repairs 36, 500 $ 37, 230 $ 37,975 $ 38,734 $ 150,439

Shop Supplies( includes Tooling) 19, 307 $ 20, 218 $ 21, 245 $ 22, 213 $ 82,982

Assets( Truck, Bus Wash, Fuel Tanks) 18, 191 $ 18, 191 $ 18, 191 $ 18,191 $ 72, 763

SUBTOTAL 1 1, 068,738 $ 1, 111,599 $ 1, 163,115 $ 1, 211,534 $ 4,554,987

Management Fee that includes:

Processing payroll 594 $ 609 $ 624 $ 640 $ 2, 467

Other costs( Please itemize)

Profit/ Management Fee 70,348 $ 73, 158 $ 76,532 $ 79, 711 $ 299,749

SUBTOTAL 2 70, 942 $ 73,767 $ 77, 156 $ 80, 350 $ 302,215

ANNUAL PROPOSED PRICES 1, 139, 680 $ 1, 185,366 $ 1, 240,272 $ 1, 291,884 $ 4, 857,202

Divided by Vehicle Revenue Hours 38, 500 38, 500 38,500 38,500 154,000

Cost per Vehicle Revenue Hour 29. 60 $ 30. 79 $ 32. 21 $ 33. 56 $ 31.54

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FIRST AMENDMENT TO

TRANSIT SERVICES CONTRACT

AGREEMENT made this . day of C 2016, by and betweenthe CITY OF PLYMOUTH, a Minnesota municipal co oration (" City") and FIRST TRANSIT,

INC. ("Contractor").

IN CONSIDERATION OF THEIR MUTUAL COVENANTS THE PARTIES

AGREE AS FOLLOWS:

1. AMENDMENT. The parties previously entered into a Transit Services Contractapproved by the Plymouth City Council on July 12, 2016 (" Contract"). The Contract shall remain in

full force and effect except as amended by this First Amendment.

2. PERFORMANCE AND PAYMENT BONDS. Paragraph 19.4. 1 of the Contract

is amended to provide as follows:

Performance and Payment Bonds: Within fifteen( 15) calendar days after the execution of

this Contract and before the Effective Date or any work or services are rendered, Contractorshall furnish a performance bond and payment bond each in the amount equal to the

estimated total Revenue Hour annual qualification of cost, during the first year of the termof this Contract as submitted in Contractor' s Proposal, for all services to be provided under

this Contract, insuring the faithful performance of the Contract and payment of allobligations arising thereunder pursuant to Section 574.26 of the Minnesota Statute. Theamount of the bonds must be adjusted each year in the last quarter of the contract year to

equal the estimated total Revenue Hour annual qualification of cost for the following year.

3. CONTRACT DOCUMENTS. Paragraph 3 of the Contract is amended to provide

as follows:

Contract Documents. The following documents shall be referred to as the" ContractDocuments", all of which shall be taken together as a whole as the contract between the

parties as if they were set verbatim and in full herein:

A. This Contract.

B. Request for Proposals(" RFP") for Transit Services including attachments.C. Contractor' s Proposal— Cost Proposals 3A and 3B (Blended Service Optional Cost

Proposal— Como Avenue

In the event of a conflict among the provisions of the Contract Documents, the order inwhich they are listed above shall control in resolving any such conflicts, with ContractDocument" A" having the first priority and Contract Document" C" having the last priority.

1

188914v2

V

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Dated: - ZZS 2016. CITY OF PLYMOUTH

BY: YJ I A YZelfi Slavik, Mayor

Dave Callister, City Manager

Dated: n-- 7 ' 2016. FIRST TRANSIT, INC.

BY:

Name: NJ A. Title: f?SjC

2

188914v2

75142

Contract Extension Agreement

This Contract Extension Agreement is made as of the ____day of________, 2020, by and between the CITY OF PLYMOUTH, a public corporation and political subdivision of the State of Minnesota, (hereinafter called “CITY”), and First Transit Inc. (Hereinafter called (“Contractor”).

WHEREAS the parties having previously executed a contract Agreement on July 12, 2016 (“the Original Contract”).

WHEREAS. In consideration of the mutual covenant herein, both parties City of Plymouth and First Transit Inc. mutually agree after the expiration of the current agreement (“the Original Contract”) to extend the Original Contract to 4 more years.

WHEREAS. This extension benefits both parties and was an option in the original contract bid documents. See “Commencement and terms” 18.2 of the Original Contract.

WHEREAS the parties hereby agree to extend the terms of the Original Contract in accordance with the terms of the original contract superseded by new terms provided in this Contract Extension Agreement.

NOW, THEREFORE, Pursuant to the “Original Contract”, between First Transit and the City of Plymouth, parties mutually agree to make the following changes;

Billable revenue hours of the (original contract) will change as described below.

1.2. Revenue hours: 1.2. 1. Dial a ride revenue hours shall be calculated from first scheduled pick up to the

last scheduled drop off except breaks, breakdowns and other unauthorized service interruptions.

1.2. 2. Fixed route. Revenue Hour shall be calculated by the first scheduled pick-up to the last scheduled drop- off of each trip unless otherwise is mutually agreed.

7.5 Liquidated Damages/ Missed Trip Credit. A missed trip credit will be applied for any trip missed in its entirety, trip that arrive more than 10 minutes late at its first time point, trip that arrive at a time point more than 10 minutes late, trip which depart more than 1 minute early at a time point and off route trips, except cases where service delays are caused by circumstances out of the drivers control, weather, detours, traffic, construction, passenger related delays, event traffic or other circumstances outside of the contractor’s control.

7.5.1. Total Missed Trip. A “Total Missed Trip” means a trip specified in the Service Plan in which the transit vehicle operated by the Contractor does not arrive at the first time point

76143

within 10 minutes. Trip delayed more than 10 minutes by preventable cause at any time point on the trip, and trip which driver went off route due to lack of route knowledge.Unless due to unavoidable delay. The contractor will deduct the scheduled revenue hours for the total missed trip from the monthly invoice 7.5.2. Partial Missed Trip. A “Partial Missed Trip” means a trip which does not meet

the definition of a Total Missed Trip but the contractor did not operate the whole trip unless due to unavoidable delay. The contractor will deduct the revenue hours for the partial missed trip from the time the trip was delayed or exceeded 10 minutes past the scheduled time without circumstances beyond its control to the scheduled end of that trip from the monthly invoice.

7.5.3. Unavoidable Delays. The City of Plymouth shall waive Missed Trip Credit in case by case situations where the service delay is determined by mutual agreement to be due to unavoidable circumstances including, without limitation, weather events, traffic delays, detours traffic, construction, passenger related delays, event traffic or other circumstances outside of the contractor’s control.

18.1. This agreement is extended to Option Period 1, beginning 0001 hours January 1, 2021 to 2400 December 31, 2024, subject to the extension and termination provisions of the agreement.

Hourly rate of the (original contract) will change as described belowBlended cost for two types of service small bus and big bus based on number of service hours provided this cost is all in and includes all expense such as maintenance and operations as described in the original contract. As shown in below tables, rate will be dependent on percentage of revenue hours based pre-Covid-19 38500 annual revenue hours, contract year and bus type. City of Plymouth understands the important of labor efficiency and number of drivers, mechanics and other personal it takes to operate Plymouth Metrolink. Therefore, will keep that in mind and consult with First Transit staff when designing routes/trips.

77144

Second Contract Extension Agreement

This Contract Extension Agreement is made as of the ____day of________, 2022, by and between the CITY OF PLYMOUTH, a public corporation and political subdivision of the State of Minnesota, (hereinafter called “CITY”), and First Transit Inc. (Hereinafter called (“Contractor”).

WHEREAS the parties having previously executed a contract Agreement on July 12, 2016 (“the Original Contract”).

WHEREAS the parties extended the Agreement for an additional 4 years on December 8, 2020

WHEREAS. In consideration of the mutual covenant herein, both parties City of Plymouth and First Transit Inc. mutually agree after the expiration of the current agreement (“the Original Contract”) to extend the Original Contract to 4 more years.

WHEREAS. This extension benefits both parties and was an option in the original contract bid documents. See “Commencement and terms” 18.2 of the Original Contract.

WHEREAS the parties hereby agree to extend the terms of the Original Contract in accordance with the terms of the original contract superseded by new terms provided in this Contract Extension Agreement. WHEREAS the parties recognize that post covid economic circumstances require a review and adjustment of operator wages for the benefit of the City of Plymouth as provided for in Section A.2.11.

NOW, THEREFORE, Pursuant to the “Original Contract”, between First Transit and the City of Plymouth, parties mutually agree to make the following changes;

.

• Section 18.2 - Because of the very dynamic and fluid nature of the job market, especially for Commercial Licensed drivers, the parties agree to review driver compensation at least once per contract year to ensure operator wages are sufficient to attract and retain a workforce to serve the needs of the City of Plymouth and the Metrolink riders.

• Section A.2.11 - Effective February 1, 2022, The minimum hourly rate for operators shall be $20.00 per hour.

Hourly rate of the (original contract) will change as described below Blended cost for two types of service small bus and big bus based on number of service hours provided this cost is all in and includes all expense such as maintenance and operations as

145

described in the original contract. As shown in below tables, rate will be dependent on percentage of revenue hours based pre-Covid-19 38500 annual revenue hours, contract year and bus type. City of Plymouth understands the important of labor efficiency and number of drivers, mechanics and other personal it takes to operate Plymouth Metrolink. Therefore, will keep that in mind and consult with First Transit staff when designing routes/trips.

First Transit

Brad Thomas

CEO

Title

Date

City of Plymouth

Jeff Wosje - Mayor

Dave Callister - City Manager

Date

Percentage of revenue hours based on 38500 precovid Annual hours Year 1 Year 2

Year 2Feb 1, 2022 Year 3 Year 4 Year 1 Year 2

Year 2Feb 1, 2022 Year 3 Year 4

Tier A = 80% annual Hours and Up $70.38 $74.53 $77.35 $80.79 $83.27 $142.39 $145.18 $150.33 $154.72 $159.10Tier B = 70-79.9% $74.59 $72.72 $75.97 $78.36 $80.43 $173.18 $169.96 $176.10 $181.10 $185.17Tier C = 60-69.9% $92.29 $94.55 $98.44 $102.25 $105.12 $191.29 $195.70 $202.65 $210.72 $216.36Tier D = 50-59.9% $86.55 $90.21 $94.25 $97.69 $100.46 $203.71 $210.94 $218.08 $226.23 $231.98

Tier E = 48.66% to 49.9% $95.07 $98.96 $103.33 $107.12 $110.22 $209.50 $216.48 $225.46 $233.74 $239.86

Small Bus Hourly Rate Large Bus Hourly Rate

March 18, 2022

146

CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION APPROVING CONTRACT AMENDMENT NO. 2 FOR

PLYMOUTH METROLINK OPERATIONS WITH FIRST TRANSIT

WHEREAS, the City of Plymouth operates Plymouth Metrolink through a contract for service with First Transit; and

WHEREAS, the contract was awarded in December of 2016 with an approved four-year extension in December of 2022; and

WHEREAS, the contract has minimum bus driver rates set and allows for an annual review of these between the contractor and the City; and

WHEREAS, there is a difficulty in the region hiring qualified bus drivers and Plymouth Metrolink wages are below the regional average; and

WHEREAS, Plymouth Metrolink desires to increase the driver wages within the contract to remain competitive in the market and maintain the existing level of service being provided.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH,MINNESOTA that Contract Amendment No. 2 with First Transit is approved and the Mayor and City Manager are authorized to execute the amendment.

BE IT FURTHER RESOLVED, that funding will be from the Transit Fund.

APPROVED by the City Council on this 12th day of April, 2022.

147

Regular CityCouncil

April 12, 2022

AgendaNumber: 6.4

To: Dave Callister, City Manager

Prepared by: Michael Payne, Assistant City Engineer

Reviewed by: Michael Thompson, Public Works Director

Item: Award construction contract and approve reimbursementagreement and wetland plans for the County Road 47Reconstruction Project - Phase 1 (ST220001)

1. Action Requested: Adopt attached resolutions approving filling of wetlands and wetland replacement plan application,approving reimbursement agreement with the City of Medina and the City of Corcoran, and awardcontract for the County Road 47 Reconstruction Project - Phase 1 (ST220001).

2. Background: On February 22, 2022 Council approved plans and specifications and ordered advertisement for bidsfor the County Road 47 Reconstruction Project – Phase 1. This project includes County Road 47 fromCSAH 101 to the intersection of Lawndale Lane/Peony Lane and is included in the 2022-2031 CapitalImprovement Program (CIP) with construction scheduled in 2022. Improvements with the projectinclude reconstructing the roadway to meet city standards, trail and underpass construction, signalimprovements, and storm sewer and storm water improvements.

A small portion of Hackamore Road west of CSAH 101 will be impacted to match the alignment ofreconstructed County Road 47. The jurisdiction of Hackamore Road is shared between the City ofMedina and the City of Corcoran, thus a reimbursement agreement has been negotiated with theCity of Medina and the City of Corcoran to reimburse the City for improvements to Hackamore Roadand a portion of the cost to replace the signal system at the intersection with CSAH 101.

A routine level 2 wetland delineation was conducted in June of 2021 and identified 16 wetlands inthe project area. Phase 1 of the project includes 0.03 acres of temporary impacts and 0.88 acres ofpermanent impacts to aquatic resources. The 0.28 acres of permanent wetland impacts are proposedto be replaced by utilizing the Local Government Road Wetland Replacement Bank Program(LGRWRP) in the City’s Wetland Replacement Plan Application. The 0.6 acres of permanent impactsto wetland ditches and storm water BMPs are excluded from replacement. More information isincluded in the attached Wetland Replacement Plan Memo.

On March 24, 2022 bids were publicly opened for this project. A total of five bids were received asdetailed in the attached bid tabulation. The lowest bid by Eureka Construction, Inc. wasapproximately 3.4% below the engineer’s estimate. Staff has reviewed the information submittedby Eureka Construction, Inc. of Lakeville, Minnesota to comply with the responsible bidder criteriaand finds the information acceptable. Eureka Construction, Inc. has previously worked in Plymouthon the reconstruction and expansion of Vicksburg Lane from Schmidt Lake Road to the Maple Grove

148

border. They have also completed similar projects for MnDOT, Carver County, the City of St. Paul,and the City of Minnetonka. Staff feels that Eureka Construction, Inc. is capable of constructing theproject in accordance with the approved plans and specifications. If awarded, construction isexpected to start in early summer and be substantially completed this fall.

3. Budget Impact:This project is included in the 2022-2031 Capital Improvement Program for construction in 2022 at anestimated cost of $9,000,000. The total estimated project cost based on the low bid by EurekaConstruction is $7,920,000.00 and includes the improvements ($5,909,352.10), City providedmaterials ($113,806.97), easement acquisition ($185,000.00), engineering ($1,111,840.93), and 10%for administration and contingency ($600,000.00). The project would be funded from the MunicipalState Aid Fund ($2,300,000.00), the Street Reconstruction Fund ($5,322,000.00), the Water Fund($138,000.00), the City of Medina ($80,000.00), and the City of Corcoran ($80,000.00). The full amountof the Street Reconstruction fund includes a portion of the City's American Rescue Plan Act grantfunds as well as the $5,000,000 from Hennepin County, as negotiated in the jurisdictional transferagreement.

4. Attachments:Location MapBid TabulationWetland Replacement Plan MemoReimbursement AgreementResolution - Approve Wetland Replacement Plan ApplicationResolution - Approve Reimbursement AgreementResolution - Awarding Contract

149

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County Road 47 Reconstruction – Phase 1

0 0.85 1.70.425 Miles

±150

BID TABULATION

Contract:

Owner:

Bid Opening Date: 03/24/2022

Item NoMn/DOT

No. Item Description Unit Quantity Unit Price Amount Unit Price Amount Unit Price Amount Unit Price Amount Unit Price Amount Unit Price Amount

1 2021.501 MOBILIZATION LS 1 300,000.00$ 300,000.00$ 294,000.00$ 294,000.00$ 278,600.00$ 278,600.00$ 230,000.00$ 230,000.00$ 478,000.00$ 478,000.00$ 300,550.00$ 300,550.00$

2 2031.502 FIELD OFFICE EACH 1 30,000.00$ 30,000.00$ 23,100.00$ 23,100.00$ 18,500.00$ 18,500.00$ 25,000.00$ 25,000.00$ 19,000.00$ 19,000.00$ 40,000.00$ 40,000.00$

3 2101.502 CLEARING EACH 13 200.00$ 2,600.00$ 500.00$ 6,500.00$ 400.00$ 5,200.00$ 600.00$ 7,800.00$ 511.00$ 6,643.00$ 655.00$ 8,515.00$

4 2101.502 GRUBBING EACH 13 200.00$ 2,600.00$ 500.00$ 6,500.00$ 267.00$ 3,471.00$ 600.00$ 7,800.00$ 511.00$ 6,643.00$ 655.00$ 8,515.00$

5 2101.505 CLEARING ACRE 1 5,000.00$ 5,000.00$ 9,000.00$ 9,000.00$ 14,300.00$ 14,300.00$ 10,700.00$ 10,700.00$ 9,200.00$ 9,200.00$ 12,000.00$ 12,000.00$

6 2101.505 GRUBBING ACRE 1 5,000.00$ 5,000.00$ 6,000.00$ 6,000.00$ 9,550.00$ 9,550.00$ 7,100.00$ 7,100.00$ 6,200.00$ 6,200.00$ 7,850.00$ 7,850.00$

7 2102.518 PAVEMENT MARKING REMOVAL SQ FT 342 4.00$ 1,368.00$ 4.00$ 1,368.00$ 4.00$ 1,368.00$ 3.00$ 1,026.00$ 4.10$ 1,402.20$ 4.30$ 1,470.60$

8 2104.502 REMOVE PIPE APRON EACH 26 215.00$ 5,590.00$ 213.00$ 5,538.00$ 238.00$ 6,188.00$ 350.00$ 9,100.00$ 179.00$ 4,654.00$ 385.00$ 10,010.00$

9 2104.502 REMOVE GATE VALVE EACH 2 400.00$ 800.00$ 344.00$ 688.00$ 413.00$ 826.00$ 475.00$ 950.00$ 223.00$ 446.00$ 245.00$ 490.00$

10 2104.502 REMOVE DRAINAGE STRUCTURE EACH 12 675.00$ 8,100.00$ 466.00$ 5,592.00$ 548.00$ 6,576.00$ 500.00$ 6,000.00$ 480.00$ 5,760.00$ 600.00$ 7,200.00$

11 2104.502 REMOVE DELINEATOR / MARKER EACH 4 55.00$ 220.00$ 25.00$ 100.00$ 25.00$ 100.00$ 75.00$ 300.00$ 26.00$ 104.00$ 38.00$ 152.00$

12 2104.502 REMOVE SIGN EACH 35 80.00$ 2,800.00$ 25.00$ 875.00$ 25.00$ 875.00$ 50.00$ 1,750.00$ 26.00$ 910.00$ 27.00$ 945.00$

13 2104.502 SALVAGE HYDRANT EACH 1 715.00$ 715.00$ 344.00$ 344.00$ 2,070.00$ 2,070.00$ 900.00$ 900.00$ 368.00$ 368.00$ 1,440.00$ 1,440.00$

14 2104.502 SALVAGE TANGENT TERMINAL EACH 1 250.00$ 250.00$ 750.00$ 750.00$ 750.00$ 750.00$ 800.00$ 800.00$ 766.00$ 766.00$ 800.00$ 800.00$

15 2104.502 SALVAGE SIGN EACH 1 100.00$ 100.00$ 25.00$ 25.00$ 25.00$ 25.00$ 75.00$ 75.00$ 26.00$ 26.00$ 27.00$ 27.00$

16 2104.502 SALVAGE MAIL BOX SUPPORT EACH 2 50.00$ 100.00$ 300.00$ 600.00$ 100.00$ 200.00$ 325.00$ 650.00$ 306.00$ 612.00$ 320.00$ 640.00$

17 2104.503 SAWING CONCRETE PAVEMENT (FULL DEPTH) LIN FT 35 5.00$ 175.00$ 7.00$ 245.00$ 7.70$ 269.50$ 25.00$ 875.00$ 5.60$ 196.00$ 9.20$ 322.00$

18 2104.503 SAWING BIT PAVEMENT (FULL DEPTH) LIN FT 1270 4.00$ 5,080.00$ 2.90$ 3,683.00$ 2.55$ 3,238.50$ 3.00$ 3,810.00$ 1.85$ 2,349.50$ 3.00$ 3,810.00$

19 2104.503 REMOVE WATER MAIN LIN FT 420 10.50$ 4,410.00$ 11.50$ 4,830.00$ 12.70$ 5,334.00$ 12.50$ 5,250.00$ 14.00$ 5,880.00$ 18.50$ 7,770.00$

20 2104.503 REMOVE SEWER PIPE (STORM) LIN FT 1510 18.00$ 27,180.00$ 16.50$ 24,915.00$ 24.60$ 37,146.00$ 12.50$ 18,875.00$ 18.00$ 27,180.00$ 22.00$ 33,220.00$

21 2104.503 REMOVE CURB & GUTTER LIN FT 2625 3.00$ 7,875.00$ 2.70$ 7,087.50$ 2.80$ 7,350.00$ 4.00$ 10,500.00$ 1.60$ 4,200.00$ 3.30$ 8,662.50$

22 2104.503 REMOVE FENCE LIN FT 176 5.00$ 880.00$ 3.60$ 633.60$ 5.55$ 976.80$ 6.00$ 1,056.00$ 10.00$ 1,760.00$ 16.00$ 2,816.00$

23 2104.503 SALVAGE GUARDRAIL LIN FT 125 10.00$ 1,250.00$ 12.00$ 1,500.00$ 12.00$ 1,500.00$ 13.00$ 1,625.00$ 12.00$ 1,500.00$ 13.00$ 1,625.00$

24 2104.504 REMOVE CONCRETE DRIVEWAY PAVEMENT SQ YD 39 20.00$ 780.00$ 5.90$ 230.10$ 8.65$ 337.35$ 18.00$ 702.00$ 5.20$ 202.80$ 10.00$ 390.00$

25 2104.504 REMOVE BITUMINOUS PAVEMENT SQ YD 34857 5.50$ 191,713.50$ 5.50$ 191,713.50$ 3.95$ 137,685.15$ 3.75$ 130,713.75$ 4.50$ 156,856.50$ 4.10$ 142,913.70$

26 2104.518 REMOVE BITUMINOUS WALK SQ FT 4117 1.00$ 4,117.00$ 0.30$ 1,235.10$ 0.47$ 1,934.99$ 0.50$ 2,058.50$ 0.31$ 1,276.27$ 1.60$ 6,587.20$

27 2104.518 REMOVE CONCRETE SIDEWALK SQ FT 2243 1.50$ 3,364.50$ 0.40$ 897.20$ 0.55$ 1,233.65$ 1.00$ 2,243.00$ 0.45$ 1,009.35$ 1.60$ 3,588.80$

28 2104.518 REMOVE CONCRETE MEDIAN SQ FT 248 1.50$ 372.00$ 0.40$ 99.20$ 1.60$ 396.80$ 1.00$ 248.00$ 0.37$ 91.76$ 1.60$ 396.80$

29 2104.518 REMOVE BITUMINOUS DRIVEWAY PAVEMENT SQ FT 517 6.00$ 3,102.00$ 0.50$ 258.50$ 0.64$ 330.88$ 1.00$ 517.00$ 0.40$ 206.80$ 1.10$ 568.70$

30 2105.607 COMMON BORROW SPECIAL (CV) CU YD 720 30.00$ 21,600.00$ 8.80$ 6,336.00$ 18.30$ 13,176.00$ 60.00$ 43,200.00$ 30.00$ 21,600.00$ 19.50$ 14,040.00$

31 2106.507 EXCAVATION - COMMON CU YD 42828 8.00$ 342,624.00$ 8.10$ 346,906.80$ 9.05$ 387,593.40$ 15.50$ 663,834.00$ 9.10$ 389,734.80$ 7.40$ 316,927.20$

32 2106.507 EXCAVATION - CHANNEL AND POND CU YD 19239 8.00$ 153,912.00$ 16.50$ 317,443.50$ 15.70$ 302,052.30$ 16.50$ 317,443.50$ 9.10$ 175,074.90$ 15.50$ 298,204.50$

33 2106.507 SELECT GRANULAR EMBANKMENT (CV) CU YD 16268 20.00$ 325,360.00$ 19.00$ 309,092.00$ 25.30$ 411,580.40$ 14.50$ 235,886.00$ 26.00$ 422,968.00$ 25.10$ 408,326.80$

34 2106.507 COMMON EMBANKMENT (CV) CU YD 20384 7.00$ 142,688.00$ 5.10$ 103,958.40$ 4.00$ 81,536.00$ 4.50$ 91,728.00$ 6.50$ 132,496.00$ 11.00$ 224,224.00$

35 2106.601 DEWATERING LS 1 50,000.00$ 50,000.00$ 16,600.00$ 16,600.00$ 19,800.00$ 19,800.00$ 1.00$ 1.00$ 1,000.00$ 1,000.00$ 43,000.00$ 43,000.00$

36 2108.504 GEOTEXTILE FABRIC TYPE 4 SQ YD 133 3.50$ 465.50$ 4.90$ 651.70$ 6.35$ 844.55$ 10.00$ 1,330.00$ 11.00$ 1,463.00$ 6.00$ 798.00$

37 2118.507 AGGREGATE SURFACING (CV) CLASS 2 CU YD 54 65.00$ 3,510.00$ 97.00$ 5,238.00$ 70.40$ 3,801.60$ 75.00$ 4,050.00$ 62.00$ 3,348.00$ 82.50$ 4,455.00$

38 2123.61 STREET SWEEPER (WITH PICKUP BROOM) HOUR 200 150.00$ 30,000.00$ 140.00$ 28,000.00$ 135.00$ 27,000.00$ 1.00$ 200.00$ 225.00$ 45,000.00$ 160.00$ 32,000.00$

39 2211.507 AGGREGATE BASE (CV) CLASS 5 CU YD 9530 30.00$ 285,900.00$ 12.50$ 119,125.00$ 12.80$ 121,984.00$ 18.00$ 171,540.00$ 19.00$ 181,070.00$ 11.00$ 104,830.00$

40 2360.509 TYPE SP 12.5 NON WEAR COURSE MIX (3;B) TON 3976 65.00$ 258,440.00$ 71.00$ 282,296.00$ 70.90$ 281,898.40$ 80.00$ 318,080.00$ 76.00$ 302,176.00$ 72.85$ 289,651.60$

41 2360.509 TYPE SP 12.5 WEARING COURSE MIX (3;C) TON 7927 65.00$ 515,255.00$ 76.50$ 606,415.50$ 76.50$ 606,415.50$ 83.00$ 657,941.00$ 84.00$ 665,868.00$ 84.75$ 671,813.25$

42 2401.601 REMOVE MISCELLANEOUS STRUCTURES (SPECIAL) LS 1 2,500.00$ 2,500.00$ 3,050.00$ 3,050.00$ 2,020.00$ 2,020.00$ 2,500.00$ 2,500.00$ 3,730.00$ 3,730.00$ 2,790.00$ 2,790.00$

43 2411.618 PREFABRICATED MODULAR BLOCK WALL SQ FT 2575 100.00$ 257,500.00$ 80.50$ 207,287.50$ 79.60$ 204,970.00$ 75.00$ 193,125.00$ 90.00$ 231,750.00$ 90.50$ 233,037.50$

44 2412.503 14X10 PRECAST CONCRETE BOX CULVERT LIN FT 84 2,800.00$ 235,200.00$ 4,440.00$ 372,960.00$ 4,340.00$ 364,560.00$ 2,600.00$ 218,400.00$ 4,000.00$ 336,000.00$ 3,550.00$ 298,200.00$

45 2451.507 FINE FILTER AGGREGATE (CV) CU YD 1200 70.00$ 84,000.00$ 38.00$ 45,600.00$ 31.60$ 37,920.00$ 28.00$ 33,600.00$ 35.00$ 42,000.00$ 47.00$ 56,400.00$

46 2451.507 FINE AGGREGATE BEDDING (CV) CU YD 150 40.00$ 6,000.00$ 55.00$ 8,250.00$ 38.20$ 5,730.00$ 85.00$ 12,750.00$ 57.00$ 8,550.00$ 52.50$ 7,875.00$

47 2475.503 ORNAMENTAL METAL RAILING TYPE SPECIAL LIN FT 216 200.00$ 43,200.00$ 192.00$ 41,472.00$ 192.00$ 41,472.00$ 265.00$ 57,240.00$ 219.00$ 47,304.00$ 205.00$ 44,280.00$

48 2501.502 15" RC PIPE APRON EACH 13 1,200.00$ 15,600.00$ 1,710.00$ 22,230.00$ 1,790.00$ 23,270.00$ 1,150.00$ 14,950.00$ 1,000.00$ 13,000.00$ 1,580.00$ 20,540.00$

49 2501.502 18" RC PIPE APRON EACH 3 1,250.00$ 3,750.00$ 1,800.00$ 5,400.00$ 1,880.00$ 5,640.00$ 1,250.00$ 3,750.00$ 1,080.00$ 3,240.00$ 1,960.00$ 5,880.00$

CITY OF PLYMOUTH

CR 47 RECONSTRUCTION PHASE 1

ENGINEER'S ESTIMATE Eureka Construction, Inc. C.S. McCrossan Construction, Inc.New Look Contracting, Inc.Park Construction Company S.M. Hentges & Sons, Inc.

151

BID TABULATION

Contract:

Owner:

Bid Opening Date: 03/24/2022CITY OF PLYMOUTH

CR 47 RECONSTRUCTION PHASE 1

ENGINEER'S ESTIMATE Eureka Construction, Inc. C.S. McCrossan Construction, Inc.New Look Contracting, Inc.Park Construction Company S.M. Hentges & Sons, Inc.

50 2501.502 21" RC PIPE APRON EACH 1 1,325.00$ 1,325.00$ 1,870.00$ 1,870.00$ 1,960.00$ 1,960.00$ 1,335.00$ 1,335.00$ 1,350.00$ 1,350.00$ 2,030.00$ 2,030.00$

51 2501.502 24" RC PIPE APRON EACH 2 1,400.00$ 2,800.00$ 1,960.00$ 3,920.00$ 2,050.00$ 4,100.00$ 1,430.00$ 2,860.00$ 1,430.00$ 2,860.00$ 2,120.00$ 4,240.00$

52 2501.502 22" SPAN RC PIPE-ARCH APRON EACH 1 1,200.00$ 1,200.00$ 1,890.00$ 1,890.00$ 1,980.00$ 1,980.00$ 1,350.00$ 1,350.00$ 1,350.00$ 1,350.00$ 2,050.00$ 2,050.00$

53 2501.502 73" SPAN RC PIPE-ARCH APRON EACH 2 1,600.00$ 3,200.00$ 5,650.00$ 11,300.00$ 6,120.00$ 12,240.00$ 2,000.00$ 4,000.00$ 4,900.00$ 9,800.00$ 5,280.00$ 10,560.00$

54 2501.503 15" RC PIPE CULVERT LIN FT 134 50.00$ 6,700.00$ 93.00$ 12,462.00$ 110.00$ 14,740.00$ 116.00$ 15,544.00$ 106.00$ 14,204.00$ 105.00$ 14,070.00$

55 2501.503 24" RC PIPE CULVERT LIN FT 148 70.00$ 10,360.00$ 118.00$ 17,464.00$ 120.00$ 17,760.00$ 136.00$ 20,128.00$ 123.00$ 18,204.00$ 140.00$ 20,720.00$

56 2501.602 SAFETY GR FOR 73" SPAN RCP-A APR EACH 2 3,000.00$ 6,000.00$ 3,420.00$ 6,840.00$ 3,500.00$ 7,000.00$ 3,750.00$ 7,500.00$ 6,650.00$ 13,300.00$ 3,270.00$ 6,540.00$

57 2501.602 TRASH GUARD FOR 24" PIPE APRON EACH 1 1,000.00$ 1,000.00$ 1,640.00$ 1,640.00$ 1,670.00$ 1,670.00$ 2,000.00$ 2,000.00$ 1,790.00$ 1,790.00$ 1,570.00$ 1,570.00$

58 2502.503 6" PERF TP PIPE DRAIN LIN FT 10500 20.00$ 210,000.00$ 13.50$ 141,750.00$ 12.00$ 126,000.00$ 16.50$ 173,250.00$ 12.80$ 134,400.00$ 18.50$ 194,250.00$

59 2503.503 15" RC PIPE SEWER CLASS III LIN FT 3686 70.00$ 258,020.00$ 71.50$ 263,549.00$ 84.80$ 312,572.80$ 81.00$ 298,566.00$ 76.00$ 280,136.00$ 71.00$ 261,706.00$

60 2503.503 18" RC PIPE SEWER CLASS III LIN FT 1010 75.00$ 75,750.00$ 86.00$ 86,860.00$ 84.10$ 84,941.00$ 90.00$ 90,900.00$ 87.00$ 87,870.00$ 78.00$ 78,780.00$

61 2503.503 18" RC PIPE SEWER CLASS IV LIN FT 386 85.00$ 32,810.00$ 94.50$ 36,477.00$ 125.00$ 48,250.00$ 90.00$ 34,740.00$ 125.00$ 48,250.00$ 165.00$ 63,690.00$

62 2503.503 21" RC PIPE SEWER CLASS III LIN FT 816 85.00$ 69,360.00$ 91.50$ 74,664.00$ 111.00$ 90,576.00$ 92.00$ 75,072.00$ 92.00$ 75,072.00$ 97.00$ 79,152.00$

63 2503.503 22" SPAN RC PIPE-ARCH SEWER CL IIIA LIN FT 550 130.00$ 71,500.00$ 121.00$ 66,550.00$ 127.00$ 69,850.00$ 125.00$ 68,750.00$ 115.00$ 63,250.00$ 115.00$ 63,250.00$

64 2503.503 73" SPAN RC PIPE-ARCH SEWER CL IIA LIN FT 121 350.00$ 42,350.00$ 490.00$ 59,290.00$ 496.00$ 60,016.00$ 550.00$ 66,550.00$ 520.00$ 62,920.00$ 560.00$ 67,760.00$

65 2503.503 15" RC PIPE SEWER DES 3006 CL III LIN FT 102 65.00$ 6,630.00$ 72.00$ 7,344.00$ 92.10$ 9,394.20$ 81.00$ 8,262.00$ 76.00$ 7,752.00$ 67.50$ 6,885.00$

66 2503.503 18" RC PIPE SEWER DES 3006 CL III LIN FT 36 75.00$ 2,700.00$ 106.00$ 3,816.00$ 92.10$ 3,315.60$ 90.00$ 3,240.00$ 80.00$ 2,880.00$ 85.50$ 3,078.00$

67 2503.602 CONNECT TO EXISTING STORM SEWER EACH 1 1,300.00$ 1,300.00$ 745.00$ 745.00$ 1,650.00$ 1,650.00$ 1,000.00$ 1,000.00$ 1,400.00$ 1,400.00$ 530.00$ 530.00$

68 2503.602 CONNECT INTO EXISTING DRAINAGE STRUCTURE EACH 1 1,500.00$ 1,500.00$ 1,490.00$ 1,490.00$ 1,890.00$ 1,890.00$ 1,000.00$ 1,000.00$ 1,900.00$ 1,900.00$ 530.00$ 530.00$

69 2503.603 27" STEEL CASING PIPE LIN FT 49 240.00$ 11,760.00$ 416.00$ 20,384.00$ 370.00$ 18,130.00$ 465.00$ 22,785.00$ 330.00$ 16,170.00$ 325.00$ 15,925.00$

70 2503.603 30" STEEL CASING PIPE LIN FT 36 260.00$ 9,360.00$ 442.00$ 15,912.00$ 414.00$ 14,904.00$ 500.00$ 18,000.00$ 390.00$ 14,040.00$ 355.00$ 12,780.00$

71 2504.602 HYDRANT EACH 2 7,000.00$ 14,000.00$ 6,340.00$ 12,680.00$ 7,260.00$ 14,520.00$ 6,750.00$ 13,500.00$ 6,900.00$ 13,800.00$ 8,530.00$ 17,060.00$

72 2504.602 INSTALL HYDRANT EACH 1 2,300.00$ 2,300.00$ 1,180.00$ 1,180.00$ 3,460.00$ 3,460.00$ 8,400.00$ 8,400.00$ 1,900.00$ 1,900.00$ 8,530.00$ 8,530.00$

73 2504.602 ADJUST HYDRANT EACH 1 1,300.00$ 1,300.00$ 262.00$ 262.00$ 1,630.00$ 1,630.00$ 1,500.00$ 1,500.00$ 1,520.00$ 1,520.00$ 1,330.00$ 1,330.00$

74 2504.602 ADJUST GATE VALVE EACH 4 400.00$ 1,600.00$ 273.00$ 1,092.00$ 167.00$ 668.00$ 750.00$ 3,000.00$ 275.00$ 1,100.00$ 635.00$ 2,540.00$

75 2504.602 6" GATE VALVE & BOX EACH 3 2,650.00$ 7,950.00$ 2,700.00$ 8,100.00$ 2,460.00$ 7,380.00$ 3,100.00$ 9,300.00$ 2,225.00$ 6,675.00$ 2,690.00$ 8,070.00$

76 2504.602 8" GATE VALVE & BOX EACH 3 1.00$ 3.00$ 3,480.00$ 10,440.00$ 3,280.00$ 9,840.00$ 3,900.00$ 11,700.00$ 3,160.00$ 9,480.00$ 3,440.00$ 10,320.00$

77 2504.602 12" GATE VALVE & BOX EACH 2 6,000.00$ 12,000.00$ 4,380.00$ 8,760.00$ 4,040.00$ 8,080.00$ 6,000.00$ 12,000.00$ 3,600.00$ 7,200.00$ 5,450.00$ 10,900.00$

78 2504.603 6" PVC WATERMAIN LIN FT 33 45.00$ 1,485.00$ 95.50$ 3,151.50$ 56.00$ 1,848.00$ 70.00$ 2,310.00$ 51.00$ 1,683.00$ 145.00$ 4,785.00$

79 2504.603 8" PVC WATERMAIN LIN FT 535 1.00$ 535.00$ 61.50$ 32,902.50$ 67.10$ 35,898.50$ 96.00$ 51,360.00$ 65.00$ 34,775.00$ 76.50$ 40,927.50$

80 2504.603 12" PVC WATERMAIN LIN FT 367 80.00$ 29,360.00$ 102.00$ 37,434.00$ 119.00$ 43,673.00$ 98.00$ 35,966.00$ 95.00$ 34,865.00$ 110.00$ 40,370.00$

81 2504.608 DUCTILE IRON FITTINGS POUND 1268 10.50$ 13,314.00$ 13.00$ 16,484.00$ 26.30$ 33,348.40$ 13.00$ 16,484.00$ 15.00$ 19,020.00$ 17.00$ 21,556.00$

82 2506.502 CONST DRAINAGE STRUCTURE DESIGN SPEC 1 LIN FT 63 1,065.00$ 67,095.00$ 1,330.00$ 83,790.00$ 3,730.00$ 234,990.00$ 1,500.00$ 94,500.00$ 1,070.00$ 67,410.00$ 1,170.00$ 73,710.00$

83 2506.502 CONST DRAINAGE STRUCTURE DESIGN SPEC 2 LIN FT 11 2,450.00$ 26,950.00$ 3,130.00$ 34,430.00$ 4,140.00$ 45,540.00$ 4,850.00$ 53,350.00$ 3,666.00$ 40,326.00$ 3,960.00$ 43,560.00$

84 2506.502 CONST DRAINAGE STRUCTURE DESIGN SPEC 3 EACH 1 10,000.00$ 10,000.00$ 5,960.00$ 5,960.00$ 8,110.00$ 8,110.00$ 5,500.00$ 5,500.00$ 6,300.00$ 6,300.00$ 11,000.00$ 11,000.00$

85 2506.502 CONST DRAINAGE STRUCTURE DESIGN SPEC 4 EACH 1 10,000.00$ 10,000.00$ 5,960.00$ 5,960.00$ 7,610.00$ 7,610.00$ 5,000.00$ 5,000.00$ 6,125.00$ 6,125.00$ 11,000.00$ 11,000.00$

86 2506.503 CONST DRAINAGE STRUCTURE DESIGN G LIN FT 117 550.00$ 64,350.00$ 548.00$ 64,116.00$ 729.00$ 85,293.00$ 700.00$ 81,900.00$ 795.00$ 93,015.00$ 510.00$ 59,670.00$

87 2506.503 CONST DRAINAGE STRUCTURE DES 48-4020 LIN FT 252 600.00$ 151,200.00$ 568.00$ 143,136.00$ 712.00$ 179,424.00$ 685.00$ 172,620.00$ 695.00$ 175,140.00$ 505.00$ 127,260.00$

88 2506.602 RECONSTRUCT DRAINAGE STRUCTURE EACH 1 1,700.00$ 1,700.00$ 1,390.00$ 1,390.00$ 3,050.00$ 3,050.00$ 4,000.00$ 4,000.00$ 1,740.00$ 1,740.00$ 2,520.00$ 2,520.00$

89 2511.507 RANDOM RIPRAP CLASS III CU YD 99 100.00$ 9,900.00$ 120.00$ 11,880.00$ 108.00$ 10,692.00$ 115.00$ 11,385.00$ 130.00$ 12,870.00$ 160.00$ 15,840.00$

90 2511.507 RANDOM RIPRAP CLASS IV CU YD 40 100.00$ 4,000.00$ 106.00$ 4,240.00$ 134.00$ 5,360.00$ 115.00$ 4,600.00$ 130.00$ 5,200.00$ 160.00$ 6,400.00$

91 2521.518 4" CONCRETE WALK SQ FT 905 7.00$ 6,335.00$ 8.20$ 7,421.00$ 4.00$ 3,620.00$ 5.50$ 4,977.50$ 5.51$ 4,986.55$ 8.00$ 7,240.00$

92 2521.518 6" CONCRETE WALK SQ FT 6574 14.00$ 92,036.00$ 13.00$ 85,462.00$ 7.30$ 47,990.20$ 7.50$ 49,305.00$ 14.00$ 92,036.00$ 12.50$ 82,175.00$

93 2521.518 3" BITUMINOUS WALK SQ FT 98557 2.50$ 246,392.50$ 2.50$ 246,392.50$ 2.10$ 206,969.70$ 3.00$ 295,671.00$ 1.80$ 177,402.60$ 2.30$ 226,681.10$

94 2531.503 CONCRETE CURB & GUTTER DESIGN B424 LIN FT 37 30.00$ 1,110.00$ 25.00$ 925.00$ 25.00$ 925.00$ 27.00$ 999.00$ 38.00$ 1,406.00$ 26.50$ 980.50$

95 2531.503 CONCRETE CURB & GUTTER DESIGN B618 LIN FT 12379 26.00$ 321,854.00$ 15.00$ 185,685.00$ 13.00$ 160,927.00$ 14.00$ 173,306.00$ 18.00$ 222,822.00$ 16.00$ 198,064.00$

96 2531.504 6" CONCRETE DRIVEWAY PAVEMENT SQ YD 59 75.00$ 4,425.00$ 89.00$ 5,251.00$ 120.00$ 7,080.00$ 129.00$ 7,611.00$ 93.00$ 5,487.00$ 84.50$ 4,985.50$

97 2531.603 CONCRETE CURB DESIGN SURMOUNTABLE LIN FT 83 50.00$ 4,150.00$ 20.00$ 1,660.00$ 25.00$ 2,075.00$ 40.00$ 3,320.00$ 34.00$ 2,822.00$ 21.50$ 1,784.50$

98 2531.618 TRUNCATED DOMES SQ FT 640 50.00$ 32,000.00$ 45.00$ 28,800.00$ 100.00$ 64,000.00$ 107.00$ 68,480.00$ 58.00$ 37,120.00$ 48.00$ 30,720.00$

99 2540.602 INSTALL MAIL BOX SUPPORT EACH 2 300.00$ 600.00$ 425.00$ 850.00$ 250.00$ 500.00$ 500.00$ 1,000.00$ 433.00$ 866.00$ 455.00$ 910.00$

100 2545.502 LIGHTING UNIT TYPE SPECIAL EACH 3 1,500.00$ 4,500.00$ 670.00$ 2,010.00$ 670.00$ 2,010.00$ 740.00$ 2,220.00$ 683.00$ 2,049.00$ 745.00$ 2,235.00$ 152

BID TABULATION

Contract:

Owner:

Bid Opening Date: 03/24/2022CITY OF PLYMOUTH

CR 47 RECONSTRUCTION PHASE 1

ENGINEER'S ESTIMATE Eureka Construction, Inc. C.S. McCrossan Construction, Inc.New Look Contracting, Inc.Park Construction Company S.M. Hentges & Sons, Inc.

101 2545.502 SERVICE CABINET -TYPE L1 EACH 1 7,520.00$ 7,520.00$ 8,000.00$ 8,000.00$ 8,000.00$ 8,000.00$ 8,850.00$ 8,850.00$ 8,150.00$ 8,150.00$ 8,890.00$ 8,890.00$

102 2545.502 EQUIPMENT PAD B EACH 1 1,440.00$ 1,440.00$ 1,200.00$ 1,200.00$ 1,200.00$ 1,200.00$ 1,325.00$ 1,325.00$ 1,224.00$ 1,224.00$ 1,330.00$ 1,330.00$

103 2545.502 HANDHOLE EACH 2 2,260.00$ 4,520.00$ 2,000.00$ 4,000.00$ 2,000.00$ 4,000.00$ 2,200.00$ 4,400.00$ 2,040.00$ 4,080.00$ 2,220.00$ 4,440.00$

104 2545.503 0.5" RIGID STEEL CONDUIT LIN FT 100 20.00$ 2,000.00$ 30.00$ 3,000.00$ 30.00$ 3,000.00$ 33.00$ 3,300.00$ 30.00$ 3,000.00$ 33.50$ 3,350.00$

105 2545.503 2" RIGID STEEL CONDUIT LIN FT 20 30.00$ 600.00$ 36.00$ 720.00$ 36.00$ 720.00$ 40.00$ 800.00$ 37.00$ 740.00$ 40.00$ 800.00$

106 2545.503 1" NON-METALLIC CONDUIT LIN FT 125 6.00$ 750.00$ 11.00$ 1,375.00$ 11.00$ 1,375.00$ 12.00$ 1,500.00$ 11.00$ 1,375.00$ 12.00$ 1,500.00$

107 2545.503 UNDERGROUND WIRE 1/C 2 AWG LIN FT 20 9.00$ 180.00$ 8.00$ 160.00$ 8.00$ 160.00$ 9.00$ 180.00$ 8.20$ 164.00$ 8.90$ 178.00$

108 2545.503 UNDERGROUND WIRE 1/C 10 AWG LIN FT 230 4.50$ 1,035.00$ 1.00$ 230.00$ 0.95$ 218.50$ 5.00$ 1,150.00$ 1.00$ 230.00$ 1.10$ 253.00$

109 2545.503 UNDERGROUND WIRE 1/C 14 AWG LIN FT 125 1.00$ 125.00$ 0.70$ 87.50$ 0.70$ 87.50$ 10.00$ 1,250.00$ 0.70$ 87.50$ 0.75$ 93.75$

110 2554.602 INSTALL TANGENT TERMINAL EACH 1 500.00$ 500.00$ 3,500.00$ 3,500.00$ 3,500.00$ 3,500.00$ 3,750.00$ 3,750.00$ 3,560.00$ 3,560.00$ 3,730.00$ 3,730.00$

111 2554.603 INSTALL GUARDRAIL LIN FT 125 10.00$ 1,250.00$ 31.00$ 3,875.00$ 31.00$ 3,875.00$ 35.00$ 4,375.00$ 31.00$ 3,875.00$ 33.00$ 4,125.00$

112 2557.603 FENCE DESIGN SPECIAL - SPLIT RAIL LIN FT 675 40.00$ 27,000.00$ 31.00$ 20,925.00$ 75.10$ 50,692.50$ 21.50$ 14,512.50$ 41.00$ 27,675.00$ 105.00$ 70,875.00$

113 2563.601 TRAFFIC CONTROL LS 1 100,000.00$ 100,000.00$ 14,000.00$ 14,000.00$ 14,000.00$ 14,000.00$ 15,000.00$ 15,000.00$ 14,230.00$ 14,230.00$ 15,000.00$ 15,000.00$

114 2564.602 INSTALL SIGN EACH 1 750.00$ 750.00$ 25.00$ 25.00$ 25.00$ 25.00$ 100.00$ 100.00$ 25.00$ 25.00$ 27.00$ 27.00$

115 2564.602 DELINEATOR / MARKER EACH 2 100.00$ 200.00$ 75.00$ 150.00$ 75.00$ 150.00$ 100.00$ 200.00$ 76.00$ 152.00$ 81.00$ 162.00$

116 2564.618 SIGN SQ FT 212 70.00$ 14,840.00$ 46.50$ 9,858.00$ 46.50$ 9,858.00$ 50.00$ 10,600.00$ 47.00$ 9,964.00$ 50.00$ 10,600.00$

117 2565.501 EMERGENCY VEHICLE PREEMPTION SYSTEM A LS 1 8,000.00$ 8,000.00$ 7,650.00$ 7,650.00$ 7,650.00$ 7,650.00$ 8,500.00$ 8,500.00$ 7,800.00$ 7,800.00$ 8,490.00$ 8,490.00$

118 2565.516 TRAFFIC CONTROL SIGNAL SYSTEM A SYSTEM 1 300,000.00$ 300,000.00$ 211,000.00$ 211,000.00$ 210,500.00$ 210,500.00$ 233,000.00$ 233,000.00$ 215,000.00$ 215,000.00$ 235,000.00$ 235,000.00$

119 2565.616 PEDESTRIAN CROSSWALK FLASHER SYSTEM SYSTEM 1 25,000.00$ 25,000.00$ 21,300.00$ 21,300.00$ 21,300.00$ 21,300.00$ 23,500.00$ 23,500.00$ 21,600.00$ 21,600.00$ 23,500.00$ 23,500.00$

120 2565.616 REVISE SIGNAL SYSTEM B SYSTEM 1 100,000.00$ 100,000.00$ 79,500.00$ 79,500.00$ 79,500.00$ 79,500.00$ 88,000.00$ 88,000.00$ 81,000.00$ 81,000.00$ 88,500.00$ 88,500.00$

121 2571.601 LANDSCAPING ALLOWANCE LS 1 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$ 10,000.00$

122 2573.501 STABILIZED CONSTRUCTION EXIT LS 1 1.00$ 1.00$ 10,000.00$ 10,000.00$ 4,500.00$ 4,500.00$ 1.00$ 1.00$ 5,900.00$ 5,900.00$ 6,120.00$ 6,120.00$

123 2573.501 EROSION CONTROL SUPERVISOR LS 1 1.00$ 1.00$ 30,000.00$ 30,000.00$ 6,230.00$ 6,230.00$ 1.00$ 1.00$ 10,000.00$ 10,000.00$ 4,040.00$ 4,040.00$

124 2573.502 STORM DRAIN INLET PROTECTION EACH 84 200.00$ 16,800.00$ 150.00$ 12,600.00$ 153.00$ 12,852.00$ 100.00$ 8,400.00$ 190.00$ 15,960.00$ 140.00$ 11,760.00$

125 2573.502 CULVERT END CONTROLS EACH 6 80.00$ 480.00$ 150.00$ 900.00$ 152.00$ 912.00$ 160.00$ 960.00$ 92.00$ 552.00$ 140.00$ 840.00$

126 2573.503 SILT FENCE; TYPE MS LIN FT 17540 2.00$ 35,080.00$ 1.70$ 29,818.00$ 1.70$ 29,818.00$ 2.65$ 46,481.00$ 1.70$ 29,818.00$ 2.10$ 36,834.00$

127 2573.503 SEDIMENT CONTROL LOG TYPE WOOD FIBER LIN FT 490 3.00$ 1,470.00$ 2.70$ 1,323.00$ 2.70$ 1,323.00$ 5.00$ 2,450.00$ 2.75$ 1,347.50$ 3.30$ 1,617.00$

128 2574.505 SUBSOILING ACRE 8 400.00$ 3,200.00$ 400.00$ 3,200.00$ 152.00$ 1,216.00$ 200.00$ 1,600.00$ 154.00$ 1,232.00$ 165.00$ 1,320.00$

129 2574.505 SOIL BED PREPARATION ACRE 8 275.00$ 2,200.00$ 175.00$ 1,400.00$ 177.00$ 1,416.00$ 200.00$ 1,600.00$ 179.00$ 1,432.00$ 110.00$ 880.00$

130 2574.507 FILTER TOPSOIL BORROW CU YD 390 50.00$ 19,500.00$ 54.50$ 21,255.00$ 40.50$ 15,795.00$ 40.00$ 15,600.00$ 59.00$ 23,010.00$ 60.50$ 23,595.00$

131 2574.508 FERTILIZER TYPE 3 POUND 2040 1.25$ 2,550.00$ 0.70$ 1,428.00$ 0.71$ 1,448.40$ 1.00$ 2,040.00$ 0.70$ 1,428.00$ 0.90$ 1,836.00$

132 2575.504 ROLLED EROSION PREVENTION CATEGORY 20 SQ YD 26165 1.00$ 26,165.00$ 1.30$ 34,014.50$ 1.35$ 35,322.75$ 1.50$ 39,247.50$ 1.40$ 36,631.00$ 1.60$ 41,864.00$

133 2575.504 ROLLED EROSION PREVENTION CATEGORY 25 SQ YD 1660 1.50$ 2,490.00$ 1.50$ 2,490.00$ 1.50$ 2,490.00$ 2.00$ 3,320.00$ 1.50$ 2,490.00$ 2.10$ 3,486.00$

134 2575.505 SEEDING ACRE 8 400.00$ 3,200.00$ 200.00$ 1,600.00$ 202.00$ 1,616.00$ 225.00$ 1,800.00$ 205.00$ 1,640.00$ 110.00$ 880.00$

135 2575.505 WEED SPRAYING ACRE 4 275.00$ 1,100.00$ 75.00$ 300.00$ 75.80$ 303.20$ 80.00$ 320.00$ 76.00$ 304.00$ 500.00$ 2,000.00$

136 2575.506 WEED SPRAY MIXTURE GALLON 2 95.00$ 190.00$ 35.00$ 70.00$ 35.40$ 70.80$ 40.00$ 80.00$ 36.00$ 72.00$ 110.00$ 220.00$

137 2575.508 SEED MIXTURE 25-151 POUND 120 5.00$ 600.00$ 5.20$ 624.00$ 5.20$ 624.00$ 6.00$ 720.00$ 5.30$ 636.00$ 5.40$ 648.00$

138 2575.508 SEED MIXTURE 33-261 POUND 20 30.00$ 600.00$ 23.50$ 470.00$ 23.60$ 472.00$ 25.00$ 500.00$ 24.00$ 480.00$ 26.50$ 530.00$

139 2575.508 SEED MIXTURE 35-241 POUND 219 17.00$ 3,723.00$ 15.50$ 3,394.50$ 15.70$ 3,438.30$ 17.00$ 3,723.00$ 16.00$ 3,504.00$ 18.00$ 3,942.00$

140 2575.508 HYDRAULIC MULCH MATRIX POUND 4950 0.90$ 4,455.00$ 1.10$ 5,445.00$ 1.10$ 5,445.00$ 1.25$ 6,187.50$ 1.15$ 5,692.50$ 1.40$ 6,930.00$

141 2575.523 WATER M GALLON 10 17.00$ 170.00$ 60.00$ 600.00$ 60.60$ 606.00$ 150.00$ 1,500.00$ 62.00$ 620.00$ 55.50$ 555.00$

142 2582.503 4" SOLID LINE PAINT LIN FT 11460 0.25$ 2,865.00$ 0.20$ 2,292.00$ 0.15$ 1,719.00$ 0.25$ 2,865.00$ 0.17$ 1,948.20$ 0.25$ 2,865.00$

143 2582.503 24" SOLID LINE PAINT LIN FT 590 7.50$ 4,425.00$ 4.00$ 2,360.00$ 4.00$ 2,360.00$ 5.00$ 2,950.00$ 4.00$ 2,360.00$ 3.60$ 2,124.00$

144 2582.503 4" DBLE SOLID LINE PAINT LIN FT 9315 0.50$ 4,657.50$ 0.30$ 2,794.50$ 0.30$ 2,794.50$ 0.50$ 4,657.50$ 0.32$ 2,980.80$ 0.35$ 3,260.25$

145 2582.518 PAVT MSSG PAINT SQ FT 295 7.50$ 2,212.50$ 3.50$ 1,032.50$ 3.50$ 1,032.50$ 5.00$ 1,475.00$ 3.60$ 1,062.00$ 3.60$ 1,062.00$

146 2582.518 CROSSWALK PAINT SQ FT 2352 4.50$ 10,584.00$ 2.00$ 4,704.00$ 2.00$ 4,704.00$ 2.50$ 5,880.00$ 2.05$ 4,821.60$ 2.40$ 5,644.80$

Subtotal 6,115,545.00$ 5,909,352.10$ 6,197,368.12$ 6,240,720.25$ 6,286,708.13$ 6,329,465.05$

BID SUMMARY

153

BID TABULATION

Contract:

Owner:

Bid Opening Date: 03/24/2022CITY OF PLYMOUTH

CR 47 RECONSTRUCTION PHASE 1

ENGINEER'S ESTIMATE Eureka Construction, Inc. C.S. McCrossan Construction, Inc.New Look Contracting, Inc.Park Construction Company S.M. Hentges & Sons, Inc.

Description Amount

ROADWAY IMPROVEMENTS 6,115,545.00$ 5,909,352.10$ 6,197,368.12$ 6,240,720.25$ 6,286,708.13$ 6,329,465.05$

Total Bid 6,115,545.00$ 5,909,352.10$ 6,197,368.12$ 6,240,720.25$ 6,286,708.13$ 6,329,465.05$

Eureka Construction, Inc. C.S. McCrossan Construction, Inc.New Look Contracting, Inc.Park Construction Company S.M. Hentges & Sons, Inc.

154

Wetland Impacts and Replacement County Road 47 Reconstruction – Phase 1 ST220001 P a g e | 1

Date: 4/12/2022

Subject: County Road 47 Reconstruction - Phase 1 Wetland Impacts and Replacement

Phase 1 of the County Road 47 Reconstruction Project includes County Road 47 from CSAH 101 to the

intersection of Peony/Lawndale Lane. Improvements with the project include reconstructing the

roadway to meet city standards, trail and underpass construction, signal improvements, and storm

sewer and storm water improvements. The project would enhance safety for both drivers and

pedestrians.

A Routine Level 2 Wetland Delineation was conducted in June 2021. During the delineation, 16

wetlands, 6 of which identified as wetland ditches, and 2 non-wetland features (1 intermittent stream

and 1 channel) were identified within Phase 1 of the County Road 47 project area.

Wetland Impacts

Phase 1 of the project is proposing 0.03 acres of temporary and 0.88 acres of permanent impacts to

aquatic resources. Wetland impacts for the project are detailed in the attached maps and are

summarized as follows:

• 0.28 acres of permanent wetland impacts from 5 wetlands

• 0.60 acres of permanent impacts are to wetland ditches and stormwater BMPs, which are

excluded from replacement.

• All proposed permanent impacts are from the addition of fill material due to the increased

width of the typical roadway section, establishing a consistent 4:1 slope throughout the corridor

and/or hydraulic improvements such as culvert replacement or rip rap placement.

Additionally, 60 linear feet of permanent impact and 20 linear feet of temporary impact are proposed to

intermittent Stream 1. This impact is the result of replacing an existing 103 foot pipe with a 163 foot

pipe to accommodate the wider roadway cross-section. There are no changes proposed to the

dimensions or hydraulic characteristics of this crossing.

Due to the nature of the project setting, there are roadside ditches adjacent to the existing county

roadway throughout the project, which route stormwater runoff to surface waters. All of the roadside

ditches (6) contain wetland characteristics and are referred to as such. These are described in the table

as Wetlands 1, 6, 8, 9, 10 and 11-1 and are not proposed to have any mitigation to offset the impacts.

Wetland Replacement

The City is proposing to replace 0.28 acres of permanently impacted wetland by utilizing the Local

Government Road Wetland Replacement Program (LGRWRP). Impacts are outlined in attached wetland

mitigation table.

155

156

157

158

159

160

161

162

163

164

165

166

167

168

169

Wetland Mitigation Table County Road 47 Reconstruction – Phase 1 ST220001

Wetland Mitigation Table

County Road 47 Reconstruction – Phase 1

Wetland mitigation for the project is proposed to be according to the below table.

Sum

mary

of

Impacts

Basin Size (square feet)

Impacted Area (square feet)

WCA Required Replacement Credit at 1:1 ratio (square

feet)

Wetland 4 Wetland 5

Wetland 11-2 Wetland11-4

Wetland 11-5 Wetland 11-8 Wetland 13-1 Wetland 13-3 Wetland 14-2

4,356 16,553 6,970 6,970 20,087 20,087 6,534 6,534 12,632

3,049 1,307 3,920

32 20 56

3,485 125 86

Total 100,723 12,080 12,080

Sum

mary

of

Repla

cem

ent

Wetland Restoration Credit:

Wetland Buffer Credit:

Wetland Bank Credits:

NA

NA

12,080

Notes: LGRWRP

Total Replacement Credit (square feet) 12,080

170

1 ME230-1PZ-781555.v3

REIMBURSEMENT AGREEMENT

(Plymouth’s County Road 47/Hackamore Road Project)

This Reimbursement Agreement (the “Agreement”) is made as of this ___ day of

__________________, 2022, by and among the city of Plymouth, a Minnesota municipal corporation

(“Plymouth”), the city of Medina, a Minnesota municipal corporation (“Medina”), and the city of

Corcoran, a Minnesota municipal corporation (“Corcoran”). Plymouth, Medina, and Corcoran are

sometimes collective referred to herein as the “parties” or each a “party”.

WITNESSETH:

WHEREAS, Plymouth has initiated Phase I of its County Road 47 Reconstruction Project (for

purposes of this Agreement, the “Project”); and

WHEREAS, the Project includes installation of a new traffic signal system at the intersection of

County Road 47 and County Road 101 (the “Signal Improvements”); and

WHEREAS, the Project also includes certain improvements west of the intersection of County

Road 47 and County Road 101 which are on portions of Hackamore Road that are separately owned and

maintained by Medina and Corcoran respectively (the “Hackamore Improvements”); and

WHEREAS, the Signal Improvements and Hackamore Improvements are collectively referred

to herein as the “Reimbursed Improvements;” and

WHEREAS, at Plymouth’s request, Medina and Corcoran are willing to reimburse Plymouth for

the cost of the Hackamore Improvements and up to one-fourth of the total cost of the Signal Improvements,

subject to the limitations herein, in accordance with the terms and conditions hereinafter set forth, and

pursuant to the authority contained in Minnesota Statutes, section 471.59.

NOW, THEREFORE, ON THE BASIS OF THE PREMISES AND MUTUAL COVENANTS

HEREINAFTER SET FORTH, THE PARTIES AGREE AS FOLLOWS:

1. Project Design; Contract Administration. Plymouth will design the Project and prepare all plans

and specifications for construction of the Project. The 90% plans and specifications, and any

material changes to such plans and specifications, shall be submitted to staff of Medina and

Corcoran for administrative approval, and such approval shall be deemed to operate as a

temporary, non-exclusive license for Plymouth and its contractors to perform all work within

those easement areas that are otherwise maintained by Medina and Corcoran, to the extent

reasonably necessary to carry out the approved plans and specifications.

Plymouth will advertise for bids, award, and administer any and all contracts for the Project in

accordance with the requirements of law, including any necessary permitting. Plymouth will

supervise and administer the construction of the Project to ensure that it is completed in

accordance with the approved plans and specifications. Plymouth will require any contractor

performing the Reimbursed Improvements to name Medina and Corcoran as additional insureds

on all liability policies required by Plymouth. Plymouth will also require such contractor to

defend, indemnify, protect and hold harmless Medina and Corcoran, their agents, officers, and

employees, from all claims or actions arising from negligent acts, errors or omissions of the

contractor or any sub-contractor. Plymouth will pay the contractor and all other expenses related

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2 ME230-1PZ-781555.v3

to the construction of the Project and keep and maintain complete records of such costs incurred,

to the extent required by law. Finally, if defective work related to the Reimbursed Improvements

is discovered during any applicable correction period or warranty period that is provided for in

the agreement between Plymouth and its contractor, Plymouth will use reasonable efforts to

ensure that such defective work is corrected pursuant to the terms of such agreement.

2. Reimbursement. Upon completion of all Reimbursed Improvements, Medina and Corcoran each

agree to reimburse Plymouth for (i) 50% of the costs related to the Hackamore Improvements;

and (ii) one-eighth of the costs related to the Signal Improvements, provided, however, that the

total individual reimbursement obligation for each Medina and Corcoran required herein shall

not exceed $80,000. For the sake of clarification, the total amount to be reimbursed to Plymouth

pursuant to this Agreement shall not exceed $80,000 from Medina and $80,000 from Corcoran,

for a total reimbursement amount that may not exceed $160,000. Following the completion of

the Reimbursed Improvements, reimbursement to Plymouth, as required herein, will be made by

Medina and Corcoran within 30 days of a request for payment that contains such detailed

information as may be requested by Medina and Corcoran to substantiate the costs and expenses

for the Reimbursed Improvements. Notwithstanding the foregoing, Medina and Corcoran, in

their sole individual discretion, may withhold any reimbursement owed pursuant to this

Agreement until May 31, 2023, or until final resolution of a diligently pursued claim to enforce

rights or obligations contained herein, whichever occurs later. All costs of the Project, including

those related to the Reimbursed Improvements, in excess of the total reimbursement required

herein, shall be borne by Plymouth or secured by Plymouth from other sources, it being the desire

and understanding of the parties hereto that Medina and Corcoran will not be responsible for the

Project to any extent except for the above-contemplated reimbursement.

3. Audit. All of Plymouth’s books, records, documents, and accounting procedures related to the

Project are subject to examination by Medina and Corcoran.

4. Data Practices. Plymouth shall retain and make available data related to the letting of contracts

and construction of the Project in accordance with the Minnesota Government Data Practices

Act.

5. Term. This Agreement shall be in effect as of the date first written above and shall terminate

once the Reimbursed Improvements are complete, all required reimbursement has been made,

and any correction period or warranty period related to the Reimbursed Improvements has lapsed.

6. Indemnification. Each party shall indemnify, defend, and save the other parties harmless from

any and all claims, damages, lawsuits, losses, liabilities, costs, and expenses, arising out of any

negligent act or omission on the part of such indemnifying party or its contractors, agents,

servants, or employees in the performance of any of the work to be performed under the terms of

this Agreement. Each party’s obligation to indemnify the others under this clause shall be limited

in accordance with the statutory tort limitations provided in Minn. Stat. § 466.04 to limit each

party’s total liability for all claims arising from a single occurrence, including the other parties’

claims for indemnification, to the limits provided in section 466.04. This Agreement shall not act

to aggregate the liability limits of the individual parties.

7. Third Party Rights; Complete Agreement; Modifications; Governing Law; Severability. Third

parties shall have no rights or legal recourse under this Agreement. This Agreement contains the

complete agreement between the parties and supersedes any previous oral agreements,

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3 ME230-1PZ-781555.v3

representations and negotiations between the parties regarding the subject matter of this

Agreement. No modifications or amendments may be made to this Agreement unless in writing

and signed by all parties hereto. This Agreement shall be interpreted under the laws of Minnesota.

In the event that any provision of this Agreement is deemed by a court to be unlawful or

unenforceable, such provision shall be considered severed from the remaining provisions.

8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed

an original, but which together shall constitute one and the same instrument.

[signature page to follow]

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4 ME230-1PZ-781555.v3

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their

duly authorized officers on behalf of the parties as of the day and date first above written.

CITY OF PLYMOUTH

By: _________________________________

Its Mayor

And by: ______________________________

Its City Manager

Date:_________________________________

CITY OF MEDINA

By: _________________________________

Its Mayor

And by: ______________________________

Its City Administrator

Date:_________________________________

CITY OF CORCORAN

By: _________________________________

Its Mayor

And by: ______________________________

Its City Administrator

Date:_________________________________

174

CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION APPROVING THE FILLING OF WETLANDS

AND THE WETLAND REPLACEMENT PLAN APPLICATION

FOR THE COUNTY ROAD 47 RECONSTRUCTION PROJECT – PHASE 1 (ST220001)

WHEREAS, The City of Plymouth proposes to mitigate for wetland impacts associated with the County Road 47 Reconstruction Project – Phase 1; and

WHEREAS, a replacement plan application was prepared replacing the wetland at a minimum 1:1 ratio as required by the Wetland Conservation Act; and

WHEREAS, wetland mitigation for the County Road 47 Reconstruction Project – Phase 1 shall be in the form of 12,080 square feet (0.277 acre) of wetland bank credits from the Minnesota Board of Water and Soil Resources Local Government Road Wetland Replacement Program (LGRWRP); and

WHEREAS, the replacement plan meets the requirements of the Wetland Conservation Act.

NOW, THEREFORE BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA, that the filling of wetlands and the Wetland Replacement Plan application for the County Road 47 Reconstruction Project – Phase 1 is approved and subject to the condition that prior to wetland impacts, the City shall submit a fully executed application for Withdrawal of Wetland Credits from the Local Government Road Wetland Replacement Program.

APPROVED by the City Council on this 12th day of April 2022.

175

CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION APPROVING REIMBURSEMENT AGREEMENT WITH

THE CITY OF MEDINA AND THE CITY OF CORCORAN FOR THE

COUNTY ROAD 47 RECONSTRUCTION PROJECT – PHASE 1 (ST220001)

WHEREAS, Phase 1 of the County Road 47 Reconstruction Project includes installation of a new traffic signal “Signal Improvements” at the intersection of County Road 47 and County Road 101 as well improvements to Hackamore Road west of County Road 101 “Hackamore Improvements”; and

WHEREAS, the jurisdiction of Hackamore Road is shared between the City of Medina and the City of Corcoran; and

WHEREAS, a Reimbursement Agreement has been prepared with the City of Medina and the City of Corcoran in which they agree to reimburse the City of Plymouth for the cost of the Hackamore Improvements and one-fourth of the cost of the Signal Improvements.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA that the Reimbursement Agreement between the Cities of Plymouth, Medina, and Corcoran for the County Road 47 Reconstruction Project – Phase 1 is approved and the Mayor and City Manager are authorized to execute the agreement and any amendments to the agreement.

APPROVED by the City Council on this 12th day of April, 2022.

176

CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION AWARDING CONTRACT FOR

COUNTY ROAD 47 RECONSTRUCTION PROJECT – PHASE 1 (ST220001)

WHEREAS, pursuant to an advertisement for bids for the County Road 47 Reconstruction Project – Phase 1, bids were received, opened, and tabulated according to State law, and the following bids were received complying with the advertisement:

Contractor Total Bid

Eureka Construction, Inc. $5,909,352.10Park Construction Company $6,197,368.12New Look Contracting, Inc. $6,240,720.25S.M. Hentges & Sons, Inc. $6,286,708.13C.S. McCrossan Construction, Inc. $6,329,465.05Engineers Estimate $6,115,545.00

WHEREAS, it appears that Eureka Construction, Inc. of Lakeville, MN, is the lowest responsible bidder, complying with the minimum qualifications; and

WHEREAS, the City Engineer recommends awarding the project to Eureka Construction, Inc.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA:

1. The Mayor and City Manager are authorized and directed to enter into the contract with Eureka Construction, Inc. of Lakeville, MN, in the name of the City of Plymouth for the County Road 47 Reconstruction Project – Phase 1 according to the plans and specifications therefore approved by the City Council and on file in the office of the City Engineer in the amount of $5,909,352.10.

2. The total cost of the project is $7,920,000.00 and includes the improvements in the amount of $5,909,352.10, City provided materials in the amount of $113,806.97, easement acquisition in the amount of $185,000.00, engineering in the amount of $1,111,840.93, and 10% for administration and contingency in the amount of $600,000.00.

BE IT FURTHER RESOLVED, that the project would be funded from the Municipal State Aid Fund in the amount of $2,300,000.00, the Street Reconstruction Fund in the amount of $5,322,000.00, the Water Fund in the amount of $138,000.00, the City of Medina in the amount of $80,000.00 and the City of Corcoran in the amount of $80,000.00.

APPROVED by the City Council on this 12th day of April, 2022.

177

Regular CityCouncil

April 12, 2022

AgendaNumber: 6.5

To: Dave Callister, City Manager

Prepared by: Pete Johnson, Police Captain

Reviewed by: Erik Fadden, Public Safety Director

Item: Authorize purchase from DWI Resource Planning Fund

1. Action Requested: Adopt the attached resolution to authorize expenditure from the DWI Resource Planning Fund topurchase replacement squad-based lighting controllers that are outdated.

2. Background: Lighting controllers for the police squads are considered the "brains" of the squad. They not onlymanage lighting intensity and light patterns, but also other important automations that take placewithout the need for officer input. Today's squad lighting configurations are a result of many yearsof squad accident lessons-learned and current studies around the impact of certain lighting patterns,light intensity, and lighting frequency and their effects on the motoring public. In order to maintainsafety and the ability to automate these lighting processes without the added need for officer input,these new replacement controllers are needed. The expectation is that these new controllers willbe reused even though a squad has reached its end of life. We currently have seven squads usingthis new lighting controller. The police squad fleet currently requires seven more of these newcontrollers.

3. Budget Impact:The cost of the seven replacement lighting controllers is $1,588 per squad. The total cost forreplacement of the seven units will be $11,116 plus standard shipping charges. These costs will betaken from the DWI Resource Planning Fund. The DWI Resource Planning Fund is made up ofrevenue generated from proceeds of criminal forfeitures. State Statute limits that those funds canonly be used for certain purchases related to combatting alcohol related enforcement activities, andtraffic stops of suspected drunk drivers is one of them. The current balance in the DWI ResourcePlanning Fund is $113,000. The use of lighting controllers are paramount and necessary tools used inthe apprehension of impaired drivers, as well as the safety of the officers themselves conductingthose same investigations.

4. Attachments:Resolution

178

CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION TO AUTHORIZE AN EXPENDITURE FROM

THE DWI RESOURCE PLANNING FUND FOR TECHNOLOGY UPGRADE

WHEREAS, the police department is in need of replacing seven squad-based lighting controllers; and

WHEREAS, squad lighting technology has changed in recent years to allow for safer and more efficient lighting automations; and

WHEREAS, squad-based lighting is a fundamental need for the safe operation of squads when in emergency use; and

WHEREAS, the current equipment is outdated and does not allow automation of critical squad lighting needs; and

WHEREAS, the City has dedicated funds available in the DWI Resource Planning Fund, reserved for these types of purchases.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH,MINNESOTA that the police department be authorized to utilize money from the DWI Resource Planning Fund to purchase new squad-based lighting control units.

APPROVED by the City Council on this 12th day of April, 2022.

179

Regular CityCouncil

April 12, 2022

AgendaNumber: 6.6

To: Dave Callister, City Manager

Prepared by: Erik Fadden, Public Safety Director

Reviewed by: Erik Fadden, Public Safety Director

Item: Approve updated School Resource Officer Contract withRobbinsdale Area School District

1. Action Requested: Approve the updated School Resource Officer (SRO) Contract with Robbinsdale Area School District.

2. Background: On September 14, 2021, the City Council approved a contract with Robbinsdale Area Schools forSchool Resource Officer services. After approval, the contract was signed and sent to RobbinsdaleArea Schools for final signatures. To date, the School District has not signed the contract but has paidfor services according to the draft contract for School Resource Officer services during the 2021-2022school year. The school district communicated recommended changes to the draft contract thataddresses Private Educational Data.

The changes have been reviewed and approved by our City Attorney.

The updated contract is attached that will be in effect for the reminder of the 2021-2022 school year.

3. Budget Impact:There is no impact to the budget.

4. Attachments:City of Plymouth SRO Contract 2021-2022Email suggesting SRO contract changesResolution

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Page 1 of 6

SCHOOL RESOURCE OFFICER AGREEMENT BY AND BETWEEN THE

INDEPENDENT SCHOOL DISTRICT 281 AND THE CITY OF PLYMOUTH

THIS SCHOOL RESOURCE OFFICER AGREEMENT (“Agreement”) is made by and

between the INDEPENDENT SCHOOL DISTRICT 281, a Minnesota school district, (“School

District”) and the CITY OF PLYMOUTH a Minnesota municipal corporation (“City”). The

District and City may be identified individually as a “Party” or collectively as the “Parties.”

Recitals

A. Independent School District 281 and the City desire the creation of a high-quality learning

environment for students, staff and families. As such, we are entering into this agreement to

engage the services of a school resource officer (“SRO”) from the City’s police department.

While this Agreement refers to a single SRO, more than one SRO may be provided and the

terms of this Agreement shall apply to each such SRO.

B. The Safe Schools Levy provides monetary funds to school districts to hire school resource

officers to help address safety related issues within schools.

C. To that end, the School District desires to obtain the services of, and the City agrees to

provide, SRO(s) in accordance with the terms and conditions of this Agreement.

Agreement

In consideration of the terms and conditions contained herein, the Parties hereby agree as

follows:

1. SRO SERVICES. The City agrees to provide the School District a SRO to provide

services at the school identified herein, and the School District agrees to provide funding for

the SRO, in accordance with the terms and conditions of this Agreement.

2. TERM. The Term of this Agreement shall be for a twelve (12) month period from July 1,

2021 to June 30, 2022.

3. TERMINATION. Either Party may terminate this Agreement upon a sixty (60) days

written notice to the other of such termination. In the event of a termination, any payments

due to the City shall be prorated based on the period of SRO services provided.

4. LEVY. The School District will levy the maximum amount permitted by law to the

property tax payers in the School District to help fund the SRO position.

5. PROGRAM FUNDING. The School District will meet with the Chief Law Enforcement

Officer, or designee, of the City to discuss the allocation of available funds to support the

SRO services. The City will invoice the School District for the first half of the payment on

January 1 and for the second half of the payment on June 30. The funding the School

District shall provide to the City for the 2021-22 school year will be $60,009 per full time

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equivalent (“FTE”) SRO provided by the City (“FTE Funding”). Pursuant to paragraph 7,

the City will document all days the SRO is not on site and discount the first or second half

payment at a rate of $359.33 per day. Notwithstanding the termination provision contained

herein, the City may terminate this Agreement upon ten (10) days written notice of

termination to the School District if the City determines the School District does not have

sufficient funds to pay the FTE Funding.

6. SCHOOLS SERVED. Armstrong High School, 10635 36th Avenue N., Plymouth, MN

55441 and Plymouth Middle School, 10011 36th Avenue N., Plymouth, MN 55441

(“School”) will receive SRO services under this Agreement.

7. NUMBER OF SROs. The City will assign two (2) FTE police officers to serve as the SRO

at the Armstrong High School during the regular school year and one (1) FTE police officer

to serve as the SRO at Plymouth Middle School during the regular school year. The City

will work collaboratively with the school district to determine which of its police officers to

assign to serve as the SRO under this Agreement. The number of police officers serving in

the SRO position at the School may be modified at any time upon the written agreement of

the City and the School District. The provision of all such SROs shall be subject to the

terms and conditions of this Agreement. The School District agrees to pay the City the FTE

Funding amount for each FTE SRO provided at the School. There will be no SRO(s) when

the school district is in distance learning at any of the schools. There will be only one (1)

officer at the high schools during the hybrid sessions(s) unless the District requests

additional SROs. There will be no SROs at the middle schools during the hybrid session(s)

unless the District requests them. No payments will be made to the cities when SROs are

not on site.

8. RELATIONSHIP OF THE PARTIES. The SRO assigned to the School District is an

employee of the City and will not be considered an employee of the School District. The

SRO will be subject to the control, supervision, policies, procedures, and general orders of

the City and its Police Department as well as the policies and procedures of Independent

School District 281. At all times, the SRO will be considered law enforcement for the

purposes where the law requires school districts to make referrals to law enforcement. It is

agreed that nothing contained in this Agreement is intended or should be construed in any

manner as creating or establishing a partnership or joint venture between the Parties.

Neither party agrees to accept responsibility for the acts of the other Party or of the other

Party’s officers, personnel, employees, agents, contractors, or servants. Any claims arising

out of the employment or alleged employment, including without limitation claims of

discrimination, by or against a Party’s officers, personnel, employees, agents, contractors, or

servants will in no way be the responsibility of the other Party. Neither Party will have any

authority to bind the other by or with any contract or agreement, nor to impose any liability

upon the other. All acts and contracts of each Party will be in its own name and not in the

name of the other, unless otherwise provided herein.

9. COMPENSATION TO SRO. The City will be responsible for all payments regarding

compensation, benefits, pension plans and withholdings for its officer serving as the SRO at

the School. The Parties will, except as provided herein, act in their individual capacities and

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Page 3 of 6

not as agents, employees, partners, joint ventures or associates of the other. Neither of the

Parties, nor its personnel, employees, agents, contractors, or servants, shall be entitled to any

benefits of the other. The Parties will not provide any insurance coverage to the other or

their employees including, but not limited to, workers’ compensation insurance. Each Party

will pay all wages, salaries and other amounts due its employees and will be responsible for

all reports, obligations, and payments pertaining to social security taxation, income tax

withholding, workers’ compensation, unemployment compensation, group insurance

coverage, collective bargaining agreements or any other such similar matters.

10. DUTIES AND EVALUATION OF THE OFFICER. The law enforcement services

provided to the School District by the SRO will be at the sole discretion of the City. Officer

standards of performance, conduct and discipline of the officer, performance reviews and

other internal matters related to the SRO services shall be under the authority of the City.

Time spent by the SRO in excess of eight (8) hours in a day in the performance of SRO

duties at the School will be on a specific, case-by-case basis requiring the advance approval

of the City and the School District. The City retains the authority to recall the SRO if the

person is needed to respond to an emergency occurring off of School grounds.

11. DESCRIPTION OF SERVICES. The SRO will provide the followings services at the

School:

a. Promote the safety and welfare of students by working with the administrators and

staff of the School by building relationships with students in the prevention of

delinquency and the investigation of criminal or delinquent conduct.

b. The SRO will encourage positive attitudes and supportive behaviors toward school

district policies and procedures as well as the law, and responsible exercise of

authority.

c. Actively support school district policy and procedures. When requested, assist School

administration in gathering information as they determine the proper course of action

when physical violence, or similar problems involving the School population arise.

d. Maintain awareness of all criminal or delinquency investigations or criminal

interrogations being done at the School and, when necessary, assist other police

officers in the performance of their duties.

e. Perform investigations of criminal incidents occurring at the School and make proper

referrals of petitions to court as serious matters may require.

f. Advise School administration on matters relating to School building security and

occupant safety.

g. Participate in community and School efforts to promote positive youth development.

h. Participate in appropriate training opportunities provided to School District staff.

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i. To the extent possible and consistent with other responsibilities, the SRO will wear

appropriate civilian attire while working at the School.

j. Provide speakers on age appropriate subjects to present to School students as

requested by School administration.

k. Perform other duties and assume other responsibilities as may be agreed to between

the City’s Chief Law Enforcement Officer and School administration.

l. It is expected of Independent School District 281 to have any School Resource Officer

participate in school diversion efforts, which are in alignment with our District

Discipline Policy.

12. STUDENT DISCIPLINE. The SRO will not recommend, determine or provide input on

student discipline by the School. Unless requested by School administration or other

personnel, the SRO is not responsible for responding to any situation that other school

personnel can adequately handle. The Parties understand and agree incidents such as

disorderly conduct, bullying, cyberbullying, disruption of school assembly or activities,

profanity, dress code, and fighting that does not involve physical injury or a weapon, shall

be considered School discipline issues to be handled by other School officials, unless the

presence of the SRO is necessary to protect the physical safety of students, school

personnel, or public. Nothing in this Agreement prevents or limits the authority of the SRO

to exercise his or her duties as a law enforcement officer regardless of whether the exercise

of those duties occurs on or off School grounds.

13. ACCESS TO EDUCATIONAL DATA. The Parties are subject to the Minnesota

Government Data Practices Act, Minnesota Statues, chapter 13, and the School District is

subject to the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (“FERPA”).

The SRO position is a designated “school official” with regard to the FERPA while under

contract and providing SRO services to the School District. The City agrees to comply with

the requirements of FERPA to the extent its police officer serving as the SRO obtains data

from the School District subject to FERPA.

14. PUBLIC DATA. School District officials will allow the SRO to inspect and copy any

public records maintained by the School District to the extent allowed by law.

15. PRIVATE EDUCATIONAL DATA. Student data is private data under state and federal

law. If student data is requested by law enforcement or needed in an emergency in order to

protect the health or safety of a student or other individual(s), School District officials will

disclose to law enforcement the information needed to respond to the emergency situation

based upon the seriousness of the threat, the need of the information in order to meet the

emergency situation, and the extent to which time is of the essence. If student record

information is needed by law enforcement, but no emergency exists, the information may be

released by subpoena, warrant, parent permission, or court order.

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16. ADDITIONAL OFFICER DUTIES. The SRO will respond to emergency calls, attend

police training, and any other special duties as assigned by the City while fulfilling the SRO

requirements under this Agreement.

17. TRAINING. The School District agrees to provide the following training at its own cost.

a. Role of the SRO. The School District will provide training to School personnel

regarding the appropriate role of the SRO and when personnel may request help from

the SRO. The training will also emphasize that personnel are not to refer students to

law enforcement because of conduct in the classroom unless the presence of the SRO

is necessary to protect the physical safety of students, school personnel, or public is

jeopardized.

b. Bias and Appropriate Responses to Behavior. The School District will provide the

SRO training on bias-free policing, implicit racial bias, cultural competence, working

with youth, de-escalation techniques, conflict resolution, child and adolescent

development, and age-appropriate responses to behavior. The School District agrees

to make a good faith effort to have the training approved by the POST Board for

continuing education credit for the SRO.

18. OFFICER SUPPLIES AND EQUIPMENT. The School shall not be required to provide

the SRO any clothing, uniforms, vehicles, or other equipment necessary to perform the

required duties under this Agreement.

19. INDEMNIFICATION. Each Party shall be responsible for its own acts and omissions and

the results thereof to the greatest extent authorized by law. Neither Party agrees to accept

the liability of the other. Each Party agrees to defend, indemnify and hold the other

harmless from any and all liability, claims, causes of action, judgments, damages, losses,

costs, or expenses, including reasonable attorney’s fees, directly resulting from the

indemnifying Party’s own negligent actions or inactions, or the negligent actions or

inactions of the indemnifying Party’s employees and officers. The Party seeking to be

indemnified and defended shall provide timely notice to the others when the claim is

brought. The Party undertaking the defense shall retain all rights and defenses available to

the indemnified Party and no immunities or limitations on liability are hereby waived that

are otherwise available to either Party.

20. NONDISCRIMINATION. Both Parties agree they will not discriminate against any

employee or applicant for employment to be employed in the performance of this

Agreement with respect to hire, tenure, terms, conditions, or privileges of employment

because of the race, color, religion, sex, disability, or national origin or similarly protected

statues of the employee or applicant. Neither Party will, in the performance of this

Agreement, discriminate or permit discrimination in violation of federal or state laws or

local ordinances.

21. NOTICE. Any notice, demand, request or other communication that may or will be given

or served by the Parties, will be deemed to have been given or served on the date the same is

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deposited in the United States mail, registered or certified postage prepaid and addressed as

follows:

If to the City: If to the School District:

Erik Fadden, Chief

Plymouth Police Department

3400 Plymouth Blvd.

Plymouth, MN 55447

Jeff Connell

Executive Director of Facilities, Operations

and Transportation

4148 Winnetka Avenue North

New Hope, MN 55427

22. APPLICABLE LAW. The Parties to this Agreement will comply with all applicable

federal, state, and local laws, rules, regulations, and ordinances in the performance of their

respective obligations under this Agreement. Minnesota law will govern the terms and the

performance under this Agreement.

23. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including the recitals

which are incorporated herein, constitutes the entire agreement between the Parties and no

other agreement prior to this Agreement or contemporaneous to this Agreement will be

effective except as expressly set forth or incorporated in this Agreement. Any purported

amendment to this Agreement will not be effective unless it is set forth in writing and

executed by both Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their

respective duly authorized officers effective as of the date indicated above.

CITY OF PLYMOUTH INDEPENDENT SCHOOL DISTRICT 281

By By

Mayor Board Chair

By By

City Manager Superintendent

186

1

Erik Fadden

From: Hughes, Kathy <kathy_hughes@rdale.org>

Sent: Thursday, February 10, 2022 5:30 PM

To: Erik Fadden; stephanie.revering; Patrick Foley

Subject: SRO's - Robbinsdale Area Schools

Attachments: City of New Hope SRO Contract 2021-2022.pdf; City of Plymouth SRO Contract

2021-2022.pdf; City of Robbinsdale SRO Contract 2021-2022 (1).pdf

Good evening Chiefs -

I hope all is well. I have a couple of updates from the district in regard to SROs:

The school district has decided to not staff Robbinsdale Area Schools with School Resource Officers over the summer.

There are construction projects occurring over the summer and there will be no kids at the schools. There will be a

concentration of students only at one school.

The 2021-2022 SRO contract term is for 12 months from July 1, 2021 to June 30, 2022. The district would like to make

the below changes to the current contract language. They stated the contract was not signed by the district. They would

like the below change made and then obtain signatures from all parties. This will make the contracts whole for the

remainder of the term.

15. PRIVATE EDUCATIONAL DATA. Student data is private data under state and federal law. If information in a student’s record student data is requested by law enforcement or needed in an emergency in order to protect the health or safety of the a student or other individual(s), School District officials will disclose to the SRO law enforcement the information needed to respond to the emergency situation based upon the seriousness of the threat to someone’s health or safety, the need of the information in order to meet the emergency situation, and the extent to which time is of the essence. If student record information is needed by an SRO law enforcement, but no emergency situation exists, the information may be released by subpoena, warrant, parent permission, or court order. only as allowed by law.

Let me know if you have any questions. If you approve the new contract language I will edit your city's contract and send

you a clean version for signatures. I have also attached the current contracts.

Thank you.

Kathy

Kathy Hughes

Director of Security

Robbinsdale Area School District ISD 281

C: 763-329-5669

187

2

To help protect you r priv acy, Microsoft Office prevented automatic download of this picture from the Internet.Robbinsdale Area Schools

188

CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION APPROVING UPDATED CONTRACT WITH ROBBINSDALE SCHOOL DISTRICT 281FOR SCHOOL RESOURCE OFFICER SERVICES

WHEREAS, the Plymouth Police Department has provided three police officers to serve as School Resource Officers with the Robbinsdale School District 281; and

WHEREAS, both the School District and the Police Department believe it is in the best interest of the community and all parties concerned to continue this program; and

WHEREAS, it’s advantageous for the Robbinsdale School District 281 and the City of Plymouth to enter into a contract that will have a term of July 1, 2021 through June 30, 2022; and

WHEREAS, the City Council of the City of Plymouth approved a contract in September, 2021 for the current school year; and

WHEREAS, the Robbinsdale School District has not signed the contract approved by City Council; and

WHEREAS, the Robbinsdale School District has suggested minor changes to contract language before signing the contract.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH,MINNESOTA that the contract is approved and the Mayor and City Manager are authorized to execute said agreement.

APPROVED by the City Council on this 12th day of April, 2022.

189

Regular CityCouncil

April 12, 2022

AgendaNumber: 6.7

To: Dave Callister, City Manager

Prepared by: Jodi Gallup, City Clerk/Administrative Coordinator

Reviewed by: Maria Solano, Deputy City Manager

Item: Approve Lawful Gambling Application of Wayzata Youth HockeyAssociation at Northern Taphouse - Plymouth (previouslyGrizzly's Wood-Fired Grill) at 220 Carlson Parkway N

1. Action Requested: Adopt attached resolution approving lawful gambling application of Wayzata Youth HockeyAssociation at Northern Taphouse - Plymouth at 220 Carlson Parkway N.

2. Background: The Wayzata Youth Hockey Association (WYHA) has submitted a lawful gambling application for Northern Taphouse - Plymouth (previously Grizzly's Wood-Fired Grill) at 220 Carlson Parkway N. Thislocation meets the requirement of Section 1105.11, Subd. 4 of the City Code in that the site is morethan 500 feet of any residential dwelling, school, or religious institution.

Charitable organizations that conduct lawful gambling must meet the requirements of Section 1105of the City Code:

• Contribute 10% of the organization’s net profits derived from lawful gambling to a fundadministered and regulated by the City, for distribution by the City for purposes authorized underState Statute 349.12, Subd. 25. A majority of the funds are currently used for the City’s contributionto Music in Plymouth.• Expend 75% of its lawful purpose expenditures within the local trade area (corporate limits of theCity or any municipality contiguous to the City)

WYHA is also licensed for lawful gambling at Rock Elm Tavern, 16605 Co Rd 24 and Lucky's 13 Pub,3000 Harbor Lane. Staff has no concerns with the addition as WYHA meets the requirements abovefor their current locations.

3. Budget Impact:WYHA has paid the $250 investigation fee required for new applications.

4. Attachments:Resolution

190

CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION APPROVING LAWFUL GAMBLING APPLICATION OF

WAYZATA YOUTH HOCKEY ASSOCIATION AT

NORTHERN TAPHOUSE - PLYMOUTH, 220 CARLSON PARKWAY NORTH

WHEREAS, the Wayzata Youth Hockey Association (WYHA) has submitted a premise permit application to conduct lawful gambling at Northern Taphouse - Plymouth, 220 Carlson Parkway North; and

WHEREAS, this organization and the location meet the requirements of Section 1105 of the Plymouth City Code.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH,MINNESOTA that the lawful gambling application of Wayzata Youth Hockey Association at Northern Taphouse - Plymouth, 220 Carlson Parkway North is approved.

APPROVED by the City Council on this 12th day of April, 2022.

191

Regular CityCouncil

April 12, 2022

AgendaNumber: 6.8

To: Dave Callister, City Manager

Prepared by: Jennifer Tomlinson, Deputy Director Parks and Recreation

Reviewed by: Barb Northway, Parks and Recreation Interim Director

Item: Approve Institution Community Work Crew (ICWC) Contractsfor the term of May 1, 2022–April 30, 2024

1. Action Requested: Adopt the attached resolution approving the Institution Community Work Crew (ICWC) Contractsfor the term of May 1, 2022–April 30, 2024.

2. Background: Since the late 1990’s the City of Plymouth Parks & Recreation Department has contracted with theState of Minnesota Department of Corrections (DOC) for an ICWC crew to provide services to theCity. The services provided to the Parks & Forestry and Plymouth Ice Center Divisions includecleaning, tree removal, fieldhouse dome snow removal, invasive removal, fieldhouse dome inflateand deflate labor, emergency response, general maintenance, and repairs.

The DOC carefully screens non-dangerous, minimum-security inmates to provide crews of 7-10people who work under the supervision of a qualified DOC crew leader. The crews receive trainingin social and work skills while communities accomplish projects.

The cost of the 4-day per week ICWC contract is $104,000 per year and the 2-day per week contract is$52,450 for a total of $156,450 annually. When considering the number of hours worked throughthese contracts, the cost of the contract equates to $9.78 per hour. To hire private contractors toreplace the work the ICWC crews provide to the city would cost approximately $229,000. This is atwo year contract; it also includes a 30-day termination agreement clause, if deemed necessary.

3. Budget Impact:The annual funding of the 4-day a week ICWC contract are included in the Plymouth Ice Centerbudget ($58,500) and the Parks & Forestry budget ($45,500). The annual funding of the 2-day a weekICWC contract is included in the Parks & Forestry budget ($52,450).

4. Attachments:Two Day ContractFour Day ContractResolution

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Rev. 12/2020 Page 1 of 3

State of Minnesota Income Contract

SWIFT Contract No.:

This contract is between the State of Minnesota, acting through its Commissioner of Corrections, Institution Community Work Crew Program 1450 Energy Park Drive, Suite 200, St. Paul, MN 55108 (“State”), and the City of Plymouth, 3400 Plymouth Blvd., Plymouth Minnesota 55447 ("Purchaser").

Recitals

1. Under Minn. Stat. §241.278 the State is empowered to enter into income contracts.2. The Purchaser is in need of an Institution Community Work Crew (ICWC).3. The State represents that it is duly qualified and agrees to provide the services described in this contract.

Accordingly, the Parties agree as follows:

Contract

1 Term of Contract1.1 Effective date: May 1, 2022, or the date the State obtains all required signatures under Minnesota

Statutes Section 16C.05, subdivision 2, whichever is later.1.2 Expiration date: April 30, 2024, or until all obligations have been satisfactorily fulfilled, whichever occurs

first.

2 State’s DutiesThe State will: 2.1 Provide a crew leader(s) who will supervise up to ten (10) offender crewmembers during two (2) 10-hour days

of work per week, including the hours crew leaders spend for daily preparation, communication and travel.

2.2 Train each work crew in safety principles and techniques set forth by applicable federal, state and local agency requirements. Purchaser agrees that the state has the authority to refuse selected projects if it considers the projects beyond the skill level of the crewmembers and/or unsafe to perform.

2.3 Provide crews with the required personal safety equipment and clothing needed for specific work.2.4 Screen projects to ensure that appropriate staff are assigned.2.5 Submit reports to the Purchaser upon request within sixty (60) days of the end of each quarter.

3 Purchaser’s DutiesThe Purchaser will3.1 Obtain all necessary permits or licenses or special authority for all projects that utilize ICWC labor.3.2 Assign all work and coordinate material purchases and delivery through the ICWC crew leader for projects

to be performed by the State.3.3 Hire any subcontractors utilized in the project.3.4 Provide utilities at the work site and set up accounts for the purchase of materials and rental of specialized

tools or equipment needed for the work.3.5 Meet with the State as necessary to provide project information needed by the State in the performance

of its’ duties.

208016

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Rev. 12/2020 Page 2 of 3

4 PaymentThe Purchaser will pay the State for all services performed by the State under this contract as follows:4.1 Payment shall be made by the Purchaser to the State in the amount of twenty six thousand two hundred

twenty five and 00/100 dollars ($26,225.00) on May 1, 2022, twenty six thousand two hundred twenty five and 00/100 dollars ($26,225.00) on November 1, 2022, twenty six thousand two hundred twenty five and 00/100 dollars ($26,225.00) on May 1, 2023, and twenty six thousand two hundred twenty five and 00/100 dollars ($26,225.00) on November 1, 2023. Any overtime hours will be billed at the rate of eighty-five and 00/100 dollars ($85.00) per hour.

4.2 The total obligation of the Purchaser for all compensation and reimbursements to the State under this contract is one hundred four thousand nine hundred and 00/100 dollars ($104,900.00) plus any additional overtime hours, as its share of the cost of providing a crew leader and placing the work crews into service on the ICWC Program during the term of this agreement. The Purchaser’s share includes time scheduled for training, vacation, sick leave and holidays based on the terms and condition of the crew leaders AFSCME bargaining agreement.

5 Authorized RepresentativesThe State's Authorized Representative is Scott Miller, ICWC Supervisor, 1450 Energy Park Drive, Suite 200, St. Paul, MN 55108 or his successor.

The Purchaser’s Authorized Representative is Jennifer Tomlinson, City Of Plymouth Deputy Director of Parks and Recreation, 14900 23rd Ave N, Plymouth Minnesota 55447 or her successor.

6 Amendments, Waiver, and Contract Complete

6.1 Amendments. Any amendment to this contract must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original contract, or their successors in office.

6.2 Waiver. If the State fails to enforce any provision of this contract, that failure does not waive the provision or its right to enforce it.

6.3 Contract Complete. This contract contains all negotiations and agreements between the State and the Purchaser. No other understanding regarding this contract, whether written or oral, may be used to bind either party.

7 LiabilityEach party will be responsible for its own acts and behavior and the results thereof.

8 Government Data PracticesThe Purchaser must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by the State under this contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this clause by either the Purchaser or the State.

If the Purchaser receives a request to release the data referred to in this Clause, the Purchaser must immediately notify the State. The State will give the Purchaser instructions concerning the release of the data to the requesting party before the data is released.

9 PublicityAny publicity regarding the subject matter of this contract must not be released without prior written approval from the State’s Authorized Representative.

194

Rev. 12/2020 Page 3 of 3

10 AuditUnder Minn. Stat. § 16C.05, subd. 5, the Purchaser’s books, records, documents, and accounting procedures and practices relevant to this contract are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a total of six years.

11 Governing Law, Jurisdiction, and VenueMinnesota law, without regard to its choice-of-law provisions, governs this contract. Venue for all legal proceedings out of this contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota.

12 TerminationEither party may terminate this agreement at any time, with or without cause, upon 30 days’ written notice to the other party.

1. Purchaser

Print Name: ________________________________

Signature: _________________________________

Title: Date: ___________

Purchaser

Print Name: ________________________________

Signature: _________________________________

Title: Date: ___________

State Agency With delegated authority

Print Name: ________________________________

Signature:__________________________________

Title: Date: ___________

Commissioner of AdministrationAs delegated to The Office of State Procurement

Print Name: ________________________________

Signature:__________________________________

Title: Date: ___________

Admin ID: __________________________________

195

Rev. 12/2020 Page 1 of 3

State of Minnesota Income Contract

SWIFT Contract No.:

This contract is between the State of Minnesota, acting through its Commissioner of Corrections, Institution Community Work Crew Program 1450 Energy Park Drive, Suite 200, St. Paul, MN 55108 (“State”), and the City of Plymouth, 3400 Plymouth Blvd., Plymouth Minnesota 55447 ("Purchaser").

Recitals

1. Under Minn. Stat. §241.278 the State is empowered to enter into income contracts.2. The Purchaser is in need of an Institution Community Work Crew (ICWC).3. The State represents that it is duly qualified and agrees to provide the services described in this contract.4. This is designated as Crew #1

Accordingly, the Parties agree as follows:

Contract

1 Term of Contract1.1 Effective date: May 1, 2022, or the date the State obtains all required signatures under Minnesota

Statutes Section 16C.05, subdivision 2, whichever is later.1.2 Expiration date: April 30, 2024, or until all obligations have been satisfactorily fulfilled, whichever occurs

first.

2 State’s DutiesThe State will: 2.1 Provide a crew leader who will supervise up to ten (10) offender crewmembers during four (4) 10-hour days

per week, including the hours crew leaders spend for daily preparation, communication and travel. The crew leader will take directions as to the location and nature of the work to be completed on a given day as requested by the Purchaser’s Authorized Representative or designee.

2.2 Train each work crew in safety principles and techniques set forth by applicable federal, state and local agency requirements. Purchaser agrees that the State has the authority to refuse selected projects if it considers the projects beyond the skill level of the crewmembers and/or unsafe to perform.

2.3 Provide the crew with required personal safety equipment and clothing needed for specific work.2.4 Screen projects to ensure that appropriate staff are assigned.2.5 Submit reports to the Purchaser upon request.

3 Purchaser’s DutiesThe Purchaser will3.1 Obtain all necessary permits or licenses or special authority for all projects that utilize ICWC labor.3.2 Assign all work and coordinate material purchases and delivery through the ICWC crew leader for projects

to be performed by the State.3.3 Hire any subcontractors utilized in the project.3.4 Provide utilities at the work site and set up accounts for the purchase of materials and rental of specialized

tools or equipment needed for the work.3.5 Meet with the State as necessary to provide project information needed by the State in the performance

of its’ duties.

208018

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Rev. 12/2020 Page 2 of 3

4 PaymentThe Purchaser will pay the State for all services performed by the State under this contract as follows:Payment shall be made by the Purchaser to the State in the amount of fifty-two thousand two hundred and 00/100 dollars ($52,000.00) on May 1, 2022, fifty-two thousand two hundred and 00/100 dollars ($52,000.00) on November 1, 2022, fifty-two thousand two hundred and 00/100 dollars ($52,000.00) on May 1, 2023, and fifty-two thousand two hundred and 00/100 dollars ($52,000.00) on November 1, 2023. Any overtime hours will be billed at the rate of eighty-five and 00/100 dollars ($85.00) per hour.

The total obligation of the Purchaser for all compensation and reimbursements to the State under this contract is two hundred eight thousand and 00/100 dollars ($208,000.00), plus any additional overtime hours, as its share of the cost of providing a crew leader and placing the work crews into service on the ICWC Program during the term of this agreement. The Purchaser’s share includes time scheduled for training, vacation, sick leave and holidays based on the terms and condition of the crew leaders AFSCME bargaining agreement.

5 Authorized RepresentativesThe State's Authorized Representative is Scott Miller, ICWC Supervisor, 1450 Energy Park Drive, Suite 200, St. Paul, MN 55108 or his successor.

The Purchaser’s Authorized Representative is Jennifer Tomlinson, City Of Plymouth Deputy Director of Parks and Recreation, 14900 23rd Ave N, Plymouth Minnesota 55447 or her successor.

6 Amendments, Waiver, and Contract Complete6.1 Amendments. Any amendment to this contract must be in writing and will not be effective until it has

been executed and approved by the same parties who executed and approved the original contract, or their successors in office.

6.2 Waiver. If the State fails to enforce any provision of this contract, that failure does not waive the provision or its right to enforce it.

6.3 Contract Complete. This contract contains all negotiations and agreements between the State and the Purchaser. No other understanding regarding this contract, whether written or oral, may be used to bind either party.

7 LiabilityEach party will be responsible for its own acts and behavior and the results thereof.

8 Government Data PracticesThe Purchaser must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by the State under this contract. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this clause by either the Purchaser or the State.

If the Purchaser receives a request to release the data referred to in this Clause, the Purchaser must immediatelynotify the State. The State will give the Purchaser instructions concerning the release of the data to the requesting party before the data is released.

9 PublicityAny publicity regarding the subject matter of this contract must not be released without prior written approval from the State’s Authorized Representative.

10 AuditUnder Minn. Stat. § 16C.05, subd. 5, the Purchaser’s books, records, documents, and accounting procedures and practices relevant to this contract are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a total of six years.

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11 Governing Law, Jurisdiction, and VenueMinnesota law, without regard to its choice-of-law provisions, governs this contract. Venue for all legal proceedings out of this contract, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota.

12 TerminationEither party may terminate this agreement at any time, with or without cause, upon 30 days’ written notice to the other party.

1. Purchaser

Print Name: ________________________________

Signature: _________________________________

Title: Date: ___________

Purchaser

Print Name: ________________________________

Signature: _________________________________

Title: Date: ___________

State Agency With delegated authority

Print Name: ________________________________

Signature:__________________________________

Title: Date: ___________

Commissioner of AdministrationAs delegated to The Office of State Procurement

Print Name: ________________________________

Signature:__________________________________

Title: Date: ___________

Admin ID: __________________________________

198

CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION APPROVING THE INSTITUTION/COMMUNITY WORK CREW (ICWC)CONTRACTS FOR THE TERM OF MAY 1, 2022 – APRIL 30, 2024

WHEREAS, since the late 1990’s the City of Plymouth Parks & Recreation Department has contracted with the State of Minnesota Department of Corrections (DOC) for an ICWC crew to provide services for the City; and

WHEREAS, the services provided to the Parks & Forestry and Plymouth Ice Center Divisions include cleaning, tree removal, fieldhouse dome snow removal, invasive species removal, fieldhouse dome inflate and deflate labor, emergency response, general maintenance and repairs; and

WHEREAS, the DOC carefully screens non-dangerous, minimum-security inmates to provide crews of 7-10 people who work under the supervision of a qualified DOC crew leader. The crews receive training in social and work skills while communities accomplish projects; and

WHEREAS, the contract provides for a crew of up to 10 and supervisor, personal safety equipment and tools four days per week; and

WHEREAS, the cost of the 4-day per week ICWC contract is $104,000 per year and the 2-day contract is $52,450 for a total of $156,450 annually. The cost of the contract is $9.78 per hour; and

WHEREAS, the contract also includes a 30-day termination agreement clause.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH,MINNESOTA that the City approves the Institution/Community Work Crew (ICWC) contracts for the term of May 1, 2022 – April 30, 2024.

APPROVED by the City Council on this 12th day of April, 2022.

199

Regular CityCouncil

April 12, 2022

AgendaNumber: 6.9

To: Dave Callister, City Manager

Prepared by: Shawn Drill, Senior Planner

Reviewed by: Danette Parr, Community & Economic Development Director

Item: Approve Planned Unit Development (PUD) Amendment forparking expansion at WestHealth, 3005 Campus Drive (LoucksAssociates -- 2022-011)

1. Action Requested:Adopt attached ordinance and resolutions approving PUD amendment to allow parking expansion atWestHealth, 3005 Campus Drive, as recommended by the Planning Commission.

Approval requires a 4/7 vote of the City Council.

2. Background: On March 23, Planning Commission conducted the public hearing and subsequently votedunanimously to recommend approval. Other than the applicant, no one from the public wished tospeak on the matter. Copy of the Planning Commission report and minutes are attached.

Notice of the Planning Commission's public hearing was published in the City's official newspaperand mailed to all property owners within 750 feet of the site. In addition, development signage wasplaced on the site.

3. Budget Impact:N/A

4. Planning Review Deadline: *June 9, 2022

5. Attachments:Planning Commission ReportPlanning Commission MinutesLocation MapAerial MapHennepin County Locate & Notify MapApplicant's NarrativeSite Graphics

200

OrdinanceResolution - Finding of FactResolution - Amendment

201

202

203

204

205

1 Proposed Minutes March 23, 2022

Proposed Minutes Planning Commission Meeting

March 23, 2022

Chair Boo called a Meeting of the Plymouth Planning Commission to order at 7:00 p.m. in the

Council Chambers of City Hall, 3400 Plymouth Boulevard, on March 23, 2022.

COMMISSIONERS PRESENT: Chair Michael Boo, Commissioners Marc Anderson, Bryan

Oakley, Donovan Saba, Julie Olson, Julie Pointner, and Clark Gregor.

COMMISSIONERS ABSENT: None.

STAFF PRESENT: Planning and Development Manager Chloe McGuire and Senior Planner

Shawn Drill.

Public Hearings (5.1) PUD Amendment for parking expansion at WestHealth, 3005 Campus Drive

(Loucks Associates – 2022-011)

Senior Planner Drill provided an overview of the staff report.

Commissioner Anderson stated that it is great to see the business proactively trying to solve a

problem. He asked if the code requirements should be re-evaluated if there is a need for 150

additional stalls at this facility.

Senior Planner Drill replied that is something the city could look at. He noted that there are

many different clinics within this building which creates an intensive use at peak times. He

stated that the facility meets the minimum parking requirements based on square footage, and

noted this may be a one-off situation that may not be replicated elsewhere based large amount

and sizes of clinics within the building.

Commissioner Anderson asked if there is a group or business using this as a park-and-ride lot.

Senior Planner Drill replied that the site is not being used as a park-and-ride lot.

Commissioner Pointner asked if COVID-19 had a bigger effect with fewer people sharing rides,

but recognized that the lot was crowded even before COVID-19.

Senior Planner Drill stated that could be a factor, along with pent up demand to see a doctor for

those that may have avoided it during more active times of COVID-19. He agreed the parking

shortage was recognized prior to COVID-19.

Commissioner Oakley commented that the lot is often very busy during the day but noted

another portion of the lot behind the building that is often not as densely parked.

206

2 Proposed Minutes March 23, 2022

Senior Planner Drill noted that other aerial images taken at different times show many of the

spaces behind the building also being used, but would ask the applicant to comment further.

Commissioner Gregor asked the purpose of the island in the proposed new parking area in the

southeast portion of the site

Senior Planner Drill replied that the island would function as an infiltration swale to manage

stormwater.

Chair Boo introduced Keith Beneke, representing the applicant, who stated that they are

requesting additional parking to better serve the community and staff in a respectful way.

Commissioner Gregor stated that perhaps better signage could be used to alert visitors to parking

available in the rear as well.

Mr. Beneke replied that signage has not been discussed but noted that he will pass that

suggestion on to the management group.

Chair Boo opened the public hearing.

No one from the public wished to speak on the matter.

Chair Boo closed the public hearing.

Chair Boo commented that he is a regular user of the West Health Campus and finds the parking

to be difficult, especially in the late morning and afternoon. He agreed that parking has been a

need for a few years and is glad to see the owner taking action to address the issue.

Motion was made by Commissioner Oakley, and seconded by Commissioner Anderson, to

recommend approval of the request for the PUD amendment for a parking expansion, subject to

the supporting resolutions and ordinance. With all Commissioners voting in favor, the motion

carried.

207

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CITY OF PLYMOUTHHENNEPIN COUNTY, MINNESOTA

ORDINANCE NO. 2022-

ORDINANCE AMENDING CHAPTER 21 (ZONING ORDINANCE) OF THE CITY CODE

TO AMEND PUD 81-1 (NORTHWEST BUSINESS CAMPUS) TO ALLOW

PARKING EXPANSION AT WESTHEALTH, 3005 CAMPUS DRIVE (2022011)

THE CITY OF PLYMOUTH ORDAINS:

Section 1. Amendment of City Code. Chapter 21 of the City Code is hereby amended by adding Section 21655.78, as follows:

21655.78 PUD 81-1 (NORTHWEST BUSINESS CAMPUS): AMENDMENT FOR PARKING EXPANSION AT WESTHEALTH, 3005 CAMPUS DRIVE:

Subd. 1. Legal Description. The property affected by this PUD amendment is legally described as Lot 2, Block 1, West Suburban Health Campus Fourth Addition, Hennepin County, Minnesota.

Subd. 2. Incorporated herein by reference is the amended PUD Plan received by the City on February 1, 2022, except as may be amended by City Council Resolution 2022-___, on file in the office of the Zoning Administrator under File 2022011.

Section 2. Effective Date. This amendment shall take effect immediately upon its passage.

ADOPTED by the City Council on this 12th day of April, 2022.

______________________________Jeffry Wosje, Mayor

ATTEST:

____________________________Jodi M. Gallup, City Clerk

224

CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION APPROVING FINDINGS OF FACT FOR AMENDING

ZONING ORDINANCE SECTION 21655 (2022011)

WHEREAS, Loucks Associates has requested approval of a PUD (planned unit development)amendment to allow a parking expansion at WestHealth, 3005 Campus Drive, legally described as Lot 2, Block 1, West Suburban Health Campus Fourth Addition, Hennepin County, Minnesota; and,

WHEREAS, the Planning Commission has reviewed said request at a duly called public hearing and recommends approval; and

WHEREAS, the City Council has adopted an ordinance amending the zoning ordinance text.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA, that it should and hereby does approve the request by Loucks Associates for an amendment to add Section 21655.78 entitled PUD 81-1 (Northwest Business Campus): Amendment for Parking Expansion at WestHealth, 3005 Campus Drive, based on the following findings:

1. The proposal is consistent with the CO (commercial office) land use guiding designation ofthe comprehensive plan.

2. The proposal would meet the purpose and intent of the PUD zoning district by providing adequate parking for the WestHealth medical office campus.

APPROVED by the City Council on this 12th day of April, 2022.

STATE OF MINNESOTA)COUNTY OF HENNEPIN) SS.

The undersigned, being the duly qualified and appointed City Clerk of the City of Plymouth, Minnesota, certifies that I compared the foregoing resolution adopted at a meeting of the Plymouth City Council on April 12, 2022, with the original thereof on file in my office, and the same is a correct transcription thereof.

WITNESS my hand officially as such City Clerk and the Corporate seal of the City this _______day of _____________, _______.

____________________________________Jodi M. Gallup, City Clerk

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CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION APPROVING PUD AMENDMENT TO ALLOW PARKING

EXPANSION AT WESTHEALTH, 3005 CAMPUS DRIVE (2022011)

WHEREAS, Loucks Associates has requested approval of a PUD (planned unit development)amendment to allow a parking expansion at WestHealth, 3005 Campus Drive, legally described as Lot 2, Block 1, West Suburban Health Campus Fourth Addition, Hennepin County, Minnesota; and,

WHEREAS, the Planning Commission has reviewed said request at a duly called public hearing and recommends approval.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA, that it should and hereby does approve the request by Loucks Associates for a PUD amendment to allow parking expansion at WestHealth, 3005 Campus Drive, subject to the following conditions:

1. A PUD amendment is approved to allow 86 additional parking spaces north of the building near the emergency department, and 77 additional parking spaces southeast of the building near the Interlude Restorative Suites, in accordance with plans received by the City on February 1, 2022, except as may be amended by this resolution.

2. Prior to commencement of the project, the applicant shall:a. Revise the plans to indicate the location of fire hydrants.b. Install required silt fencing and other erosion control measures.c. Obtain City approval of final construction plans.d. Obtain Bassett Creek watershed approval and an NPDES permit.e. Complete a site improvement performance agreement (SIPA) and submit the related

financial sureties.

3. Any subsequent phases or expansions are subject to required reviews and approvals per ordinance provisions.

APPROVED by the City Council on this 12th day of April, 2022.

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Resolution 2022-(2022011)Page 2

STATE OF MINNESOTA)COUNTY OF HENNEPIN) SS.

The undersigned, being the duly qualified and appointed City Clerk of the City of Plymouth, Minnesota, certifies that I compared the foregoing resolution adopted at a meeting of the Plymouth City Council on April 12, 2022, with the original thereof on file in my office, and the same is a correct transcription thereof.

WITNESS my hand officially as such City Clerk and the Corporate seal of the City this _______day of _____________, _______.

____________________________________Jodi M. Gallup, City Clerk

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Regular CityCouncil

April 12, 2022

AgendaNumber: 6.10

To: Dave Callister, City Manager

Prepared by: Chris LaBounty, Deputy Public Works Director/City Engineer

Reviewed by: Michael Thompson, Public Works Director

Item: Approve Transit Oriented Development (TOD) GrantApplication to Hennepin County for the former Four SeasonsMall Site

1. Action Requested: Adopt attached resolution approving application to Hennepin County's TOD grant program.

2. Background: In June 2021, the City purchased the former Four Seasons Mall site with the intention to solicitproposals from developers for the redevelopment of the site in a manner that follows Council goals,which included the construction of a park and ride facility, housing, and walkability elements whichare consistent with a transit oriented development (TOD). Redevelopment of the site has been achallenge without outside funds and Wellington Management, Inc. has identified this grantopportunity as one which will support the successful redevelopment of the site. Wellington hasrequested that, as the site owner the City serve as the legal sponsor for a grant application to theHennepin County Transit Oriented Development Program. If the project is awarded a grant, a formalgrant agreement between the City and the Hennepin County Housing and Redevelopment Authoritywill be brought to the Council for consideration.

3. Budget Impact:N/A

4. Attachments:Resolution

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CITY OF PLYMOUTH

RESOLUTION NO. 2022

RESOLUTION APPROVING APPLICATION TO HENNEPIN COUNTY

TRANSIT ORIENTED DEVELOPMENT PROGRAM GRANT

WHEREAS, the City of Plymouth has received a request from Wellington Management, Inc. (the “Developer” for the City of Plymouth to submit a Transit Oriented Development Program Grant Application(the “Application”) to Hennepin County on April 21, 2022, for the redevelopment and environmental cleanup(the “Project”), as identified in the Application, of the former Four Seasons property located at 4108 Lancaster Lane North (the “Property”); and

WHEREAS, the City of Plymouth runs Plymouth Metrolink transit service and has a community need for a transit facility in the area around the Property; and

WHEREAS, the Project is located in a Transit Oriented Development (TOD) Eligible Area; and

WHEREAS, the City of Plymouth purchased the Property in 2021 for the purpose of redevelopment into a TOD; and

WHEREAS, the City submitted request for proposals from interested developers in 2021 for this Redevelopment Area; and

WHEREAS, the City is currently working with the Developer on the Project; and

WHEREAS, the Developer has undergone sketch plan review with the council, is holding a neighborhood meeting on April 21, 2022, and expects City approvals for the project in July or August 2022; and

WHEREAS, the Project creates a walkable, mixed-use, human centered development around a proposed shared parking transit station; and

WHEREAS, the Project will not move forward without support from external funding sources as two other City approved development proposals which included TOD elements did not proceed because of funding challenges with the site; and

WHEREAS, Hennepin County requires a resolution approving the Application from the governing body of the municipality where the Property is located.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH,MINNESOTA that the City of Plymouth act as the legal sponsor for the Project contained in the Application to be submitted on April 21, 2022 and that the City Manager is authorized to execute such agreements as are necessary to implement the Project on behalf of the City of Plymouth.

BE IT FURTHER RESOLVED that the City of Plymouth has the legal authority to apply for financial assistance, and the institutional, managerial, and financial capability to ensure adequate project administration.

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BE IT FURTHER RESOLVED that upon approval of its application by Hennepin County, the City of Plymouth or Wellington Management, Inc. may enter into an agreement with the Hennepin County Housing and Redevelopment Authority (HCHRA) for the Project, and that the City of Plymouth certifies that it will comply with all applicable laws and regulation as stated in all contract agreements.

APPROVED by the City Council on this 12th day of April, 2022.

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STATE OF MINNESOTA)COUNTY OF HENNEPIN) SS.

The undersigned, being the duly qualified and appointed City Clerk of the City of Plymouth, Minnesota, certifies that I compared the foregoing resolution adopted at a meeting of the Plymouth City Council on July 23, 2019 with the original thereof on file in my office, and the same is a correct transcription thereof.

WITNESS my hand officially as such City Clerk and the Corporate seal of the City this ___________day of __________________, __________.

____________________________________City Clerk

231

Regular CityCouncil

April 12, 2022

AgendaNumber: 7.1

To: Dave Callister, City Manager

Prepared by: Jodi Gallup, City Clerk/Administrative Coordinator

Reviewed by: Maria Solano, Deputy City Manager

Item: Public hearing on the issuance of an educational facilitiesrevenue note, Series 2022B, for Southwest Christian High SchoolProject, approve amended and restated private activity revenuebond financing policy, and adopt resolution approving theissuance of an educational facilities revenue note, Series 2022B,and authorizing the execution of documents relating thereto

1. Action Requested: Conduct public hearing on issuance of an educational facilities revenue notes for SouthwestChristian High School Project, adopt resolution approving amended and restated private activityrevenue bond financing policy, and adopt resolution approving the issuance of an educationalfacilities revenue note, Series 2022B, and authorizing the execution of documents relating thereto.

2. Background: Southwest Christian High School, a Minnesota nonprofit 501(c)(3) corporation has applied for privateactivity revenue bond financing with the City of Plymouth pursuant to Minnesota Statutes, Sections469.152 to 469.165 and the City's Private Activity Revenue Bond Financing Policy (attached). Theschool is located in Chaska but will enhance the educational programs of a private school availableto and currently serving residents of Plymouth.

The “Project” consists of (i) refinancing the City of Chaska, Minnesota Educational Facilities RevenueNote (Southwest Christian High School Project), Series 2012, dated November 19, 2012, the proceedsof which were used to finance, in part, the acquisition, construction and equipping of a high schoolfacility (the “School Facility”), including classrooms, administrative offices, a media/student center,music and practice rooms, art and science rooms, and a two-stage gymnasium; (ii) refinancing ataxable loan evidenced by a promissory note, dated October 19, 2018, the proceeds of whichfinanced the acquisition, construction, and equipping of additional classrooms, offices, and otherspaces at the School Facility; and (iii) financing the acquisition, construction, and equipping, of anathletic field house and related facilities at the School Facility.

If Council supports this request, staff recommends amending the Council's Private Activity RevenueBond Financing Policy to clarify that bonds may be issued to finance facilities for other 501(c)(3)entities providing services that benefit the City and its residents and not restrict it to facilities onlylocated within the City. Staff also recommends a correction to the fund account names in section VI.Fees.

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3. Budget Impact:The applicant has submitted the $2,500 application fee. In addition, the City will receive one half ofone percent of the total bond issue at the time of closing. The maximum estimated principal amountof the Notes to be issued to finance the Project is $15,000,000, with the aggregate estimatedprincipal amount to be issued by the City of Plymouth not to exceed $10,000,000.

Repayment of these bonds is solely the responsibility of the applicant. Unlike traditional bondsissued by the City, the proposed bonds are not general obligations of the City. The City's generalfund or its taxing powers are not pledged to pay the bonds. The bonds, and all expenses incurred,are the responsibility of the applicant.

4. Attachments:Project Introductory LetterApplicationApplication to DEEDLoan AgreementAgreement to PurchaseForm of NoteCombination Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture FinancingStatementPledge AgreementCity Policy AmendmentResolution - Amending City PolicyResolution - Approving Issuance and Sale of Educational Facilities Revenue Note, Series 2022B

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Catherine J. Courtney612.977.8765CCourtney@taftlaw.com

2200 IDS Center, 80 South 8th StreetMinneapolis, MN 55402Tel: 612.977.8400 | Fax: 612.977.8650taftlaw.com

Affirmative Action, Equal Opportunity Employer

March 18, 2022

BY E-MAIL

Maria SolanoCity of Plymouth3400 Plymouth BoulevardPlymouth, MN 55447

Re: Issuance of Conduit Revenue Bonds by the City of Plymouth for Southwest Christian High School

Dear Ms. Solano and Councilmembers:

This letter is to follow up on discussions that we have had regarding consideration by the City of Plymouth (“Plymouth” or the “City”), with the consent of the City of Chaska (“Chaska”), to act as issuer, in 2022, of 501(c)(3), bank-qualified revenue bonds (the “Bonds”). The proceeds of the Bonds will be loaned to Southwest Christian High School (the “Borrower”), to be used to finance new athletic facilities and refinance the acquisition, construction, and equipping of other school facilities located on the Borrower’s campus in Chaska, all related to the Borrower’s charitable purposes. Taft Stettinius & Hollister LLP, formerly known as Briggs and Morgan, P.A., will act as bond counsel to Plymouth on the issuance of such Bonds. It is anticipated that the Bonds will be directly purchased by Old National Bank.

The Bonds will be used to (a) refund, in part, bonds that were issued by Chaska in 2012 and conventional debt issued in 2019, the proceeds of which were used to finance the acquisition, construction, and equipping of certain school facilities, including classrooms, athletic and other facilities located on the Borrower’s campus, and (b) finance, in part, the acquisition, construction, and equipping of new athletic facilities located on the Borrower’s campus.

State and federal laws allow local government units to enter into arrangements to issue bonds and loan the proceeds to nonprofit corporations to finance or refinance capital expenditures. This assistance reduces borrowing costs for nonprofit corporations and enables them to provide their services more cost effectively. It is a common means of obtaining necessary financing for all nonprofit entities, including private schools.

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Maria SolanoMarch 18, 2022Page 2

To accomplish this purpose, the City will enter into a Loan Agreement with the Borrower under which the Borrower will agree to pay all principal and interest on the Bonds. The City will assign all of its rights to payments under the Loan Agreement to a lender, in this case, Old National Bank (the “Lender”), who will purchase the Bonds and loan the purchase price of the Bonds directly to the Borrower. The City is merely a conduit and the money and obligations flow only between the Lender and the Borrower.

The Bonds, the related documents, and the resolutions adopted by the City will recite that the Bonds, if and when issued, will not be payable from or charged upon any of the City’s funds, other than the revenues received under the Loan Agreement and pledged to the payment of the Bonds, and the City is not subject to any liability on the Bonds. Attached to this letter is an excerpt from the proposed loan agreement with certain of the provisions that provide the City with this protection. No holder of the Bonds will ever have the right to compel any exercise by the City of its taxing powers to pay any of the principal of the Bonds or the interest or premium thereon, or to enforce payment of the Bonds against any property of the City except the interests of the City in payments to be made by the Borrower under the Loan Agreement. The Bonds will not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except the interests of the City in payments to be made by the Borrower under the Loan Agreement. The Bonds are not moral obligations on the part of the State or its political subdivisions, including the City, and the Bonds will not constitute a debt of the City within the meaning of any constitutional or statutory limitation.

The Bonds will be issued as bank-qualified bonds. Bank-qualified bonds may be issued by a city for its own purposes or on behalf of any 501(c)(3) organization, in an amount not greater than $10,000,000 in any calendar year. In this case, because (a) the issuance of bank-qualified bonds is limited to no more than $10,000,000 in a calendar year, (b) the City does not expect to issue bonds for its own purposes in 2022, and (c) the entire financing will be approximately $14,250,000, the City of Carver will also issue bonds for the project. The City of Chaska is unable to issue bonds for the project because it does not have sufficient bank-qualification capacity this year. Chaska is issuing bank-qualified bonds for its own needs in 2022. We expect that Plymouth’s portion will be for the purpose of financing, in part, the acquisition and construction of the new athletic facilities, which will be approximately $10,000,000. Carver will issue the remaining portion of the financing, which will be applied to refinancing the prior debt.

When a host city, such as Chaska, is unable to act as an issuer for a project in its jurisdiction due to a lack of bank-qualification capacity, it is very common—and permitted by law—to askanother city with a nexus to the project to act as the issuer. Plymouth has a nexus to the Borrower and the project because several of its residents attend school there. For the current school year, 8

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Maria SolanoMarch 18, 2022Page 3

Plymouth residents are students of the school. In addition, there is currently one Plymouth resident who is an employee of the school. Since 2015, there have been 6 other Plymouth residents who have been employees of the school. Thus, there are both educational and employment benefits to the residents of the City in assisting the financing of the project.

In addition, Chaska, as the host jurisdiction, must consent to Plymouth issuing bonds for a project that is located in Chaska. Chaska is scheduled to adopt a resolution giving such consent at its April 4th meeting. Chaska has done this in the past – as recently as the Fall of 2021 – and there is full confidence that it will adopt that resolution.

Issuance of these Bonds does not affect the City’s ability to issue bank-qualified bonds in any future year, either for itself or any other 501(c)(3) organization. It also does not affect the City’s ability to issue certain other types of bonds that require an allocation of bonding authority from the State, such as bonds for affordable housing projects owned by for-profit entities, in 2022 (or future years). Nor does the issuance of these Bonds obligate the City to issue bonds for other 501(c)(3) organizations in the future. In fact, the City could find itself in the same situation as Chaska in the future – without bank-qualification capacity and in need of a neighboring city to issue bonds for a 501(c)(3) project located in Plymouth.

Under federal and State law, in order for the Bonds to be tax-exempt obligations, they must be issued by a political subdivision. The Borrower cannot issue this kind of debt on its own behalf. This requires that the City hold a public hearing and approve issuance of the Bonds and the execution of related documents. Such public hearing is scheduled for the Council’s April 12th

meeting. Chaska, as the host jurisdiction, and Carver, as the other issuer, will also hold public hearings. Chaska’s public hearing will be April 4th and Carver’s will be April 18th.

Both issuers will receive an administrative fee to act as issuer. That fee will be equal to ½ of 1% of the principal amount of the Bonds that the City actually issues. As it is anticipated that the City’s issuance will be $10,000,000, that would mean a $50,000 fee paid to the City upon closing of the issuance of the Bonds. In addition, the Borrower has already paid a $2,500 application fee to the City to cover staff time and administrative expenses. The Borrower is also responsible for paying all other costs related to the issuance of the Bonds, including Taft’s fees as bond counsel.

The issuance of the Bonds will not affect the City’s credit rating on bonds it issues for municipal purposes.

It is currently anticipated that the Bonds will be issued in early May.

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Maria SolanoMarch 18, 2022Page 4

It is our understanding that the City has acted as a conduit issuer for other 501(c)(3) organizations in the past. The process for this issuance would be the same as the City is familiar with from those transactions.

Please feel free to contact me if you have any further questions or comments.

Very truly yours,

Catherine J. Courtney

CJC

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Maria SolanoMarch 18, 2022Page 5

EXCERPT FROM LOAN AGREEMENT

Limitation of City’s Liability. It is understood and agreed by the Borrower and the Lender that no covenant of the City herein shall give rise to a pecuniary liability of the City or a charge against its general credit, or taxing powers. It is further understood and agreed by the Borrower and the Lender that the City shall incur no pecuniary liability hereunder, and shall not be liable for any expenses related hereto, including administrative expenses and fees and disbursements of the City’s attorney, Bond Counsel and fiscal consultant retained in connection therewith, all of which expenses the Borrower agrees to pay.

City’s Attorneys’ Fees and Costs. If, notwithstanding the provisions of Section 7.6 hereof, the City incurs any expense, or suffers any losses, claims or damages, or incurs any liabilities in connection with the transaction contemplated by this Agreement, the Borrower will indemnify and hold harmless the City from the same and will reimburse the City for any reasonable legal or other expenses incurred by the City in relation thereto. The Borrower shall also reimburse the City for all other costs and expenses, including without limitation reasonable attorneys’ fees, paid or incurred by the City in connection with (i) the discussion, negotiation, preparation, approval, execution and delivery of this Agreement, the Note, the Pledge Agreement and the documents and instruments related hereto or thereto; (ii) any amendments or modifications hereto or to the Note, the Pledge Agreement and any document, instrument or agreement related hereto or thereto, and the discussion, negotiation, preparation, approval, execution and delivery of any and all documents necessary or desirable to effect such amendments or modifications; and (iii) the enforcement by the City during the term hereof or thereafter of any of the rights or remedies of the City hereunder or under the Note, the Pledge Agreement or any document, instrument or agreement related hereto or thereto, including, without limitation, costs and expenses of collection in the Event of Default, whether or not suit is filed with respect thereto.

Release. The Borrower hereby acknowledges and agrees that the City shall not be liable to the Borrower, and hereby releases and discharges the City from any liability, for any and all losses, costs, expenses (including attorneys’ fees), damages, judgments, claims and causes of action, paid, incurred or sustained by the Borrower as a result of or relating to any action, or failure or refusal to act, on the part of the Lender with respect to this Agreement or the documents and transactions related hereto or contemplated hereby, including, without limitation, the exercise by the Lender of any of its rights or remedies pursuant to Article VI, the Note, the Pledge Agreement, the Disbursing Agreement, the Mortgage or any collateral security documents. The Borrower’s release of the City

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Maria SolanoMarch 18, 2022Page 6

pursuant to the preceding sentence does not extend to the Lender following the assignment of the City’s rights to the Lender pursuant to the Pledge Agreement.

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For Office Use Only:

Date Received:

By:

CITY OF PLYMOUTH

APPLICATION FOR PRIVATE ACTIVITY REVENUE BOND FINANCING

Applicants must familiarize themselves with the City of Plymouth's Revenue Bond Financing Policy that

is attached and provide the information and documentation requested in this application. A non­

refundable $2,500 application fee to the City of Plymouth must be submitted with this application.

Any questions regarding the City's requirements may be addressed to the Deputy City Manager, Maria

Solano, at 3400 Plymouth Blvd., Plymouth, MN 55447-1482, office: (763) 509-5051, e-mail:

msolano@plymouthmn.gov

A. APPLICANT INFORMATION

1. Name of Applicant: Southwest Christian High School

Address: 1981 Bavaria Road

City, State, Zip Code:_C_h_a _s _ka�M_N _5_5 _ 3_ 1_8 ___________________ _

Name of Individual Contact:_D_a_n _ie_l _B-'- e-'-ck--e_ri __ n...._g ___________________ _

Phone:( 95 2 ) 55 6-0040 Fax�:--�----- --

e-mail address: d beckering@swchs.org

Cellular:(filL) 360-9893

2. Name of Applicant's Attorney:_-'-A'-'-v=is-'--e'-'-n ________ _____________ _

Address: 901 Marquette Ave. So.; AT&T Tower Suite 1675

City, State, Zip Code: Minneapolis MN 55402

Name oflndividual Contact: Kimberly Lowe--------------------------

Phone:( 612 ) 5 84-3403 Fax�:-�------- Cellular:( 763 ) 807-0279

e-mail address: klowe@avisenlegal.com

3. Name of Underwriter, Placement Agent, or Lender which will be purchasing or placing the bonds:

Old National Bank

Address: 1600 Utica Ave. So .; Suite 400

City, State, Zip Code: St Louis Park, MN 55 416

Name of Individual Contact: Kelly Elkin--------------------------

Phone:( 763 ) 347-8465 Fax: �-�--------

e-mail address: kelly.elkin@oldnational.com

Cellular:( 763 ) 670-0327

02/22/2022

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Page 1 of 3 8/21

Application for Approval of Local Bond Financing -Pursuant to Minn. Stat. 469.152 – 469.1655

Please submit two copies of this form but only one copy of supporting documents requested on page 2.

Name of Issuer (Municipality or Redevelopment agency): City of Plymouth, Minnesota

Contracting Party (Non-Profit or Business Name): Southwest Christian High School, a Minnesota nonprofit corporation.Industry and Service/Product: Private high school educational services.

Project Location (street address, city/township, county – if outside city/township): 1981 Bavaria Road, Chaska, Minnesota, Carver County.

Current Full-time and Part-time Jobs at Location: 40 FT Jobs 80 _ PT Jobs

New (not currently in Minnesota) Permanent Jobs Created by Project: _4 FT Jobs 3 __ _ PT Jobs

Expected Annual Wages of New Full-Time Jobs: _$50,000; $25/hour___________________________ ______

Project Type (check one): X Education Health Care Waste/Green

Other (please describe)_______________________________________Description of Project Financed by Bond Proceeds: The “Project” consists of (i) refinancing the City of Chaska, Minnesota Educational Facilities Revenue Note (Southwest Christian High School Project), Series 2012, dated November 19, 2012, the proceeds of which were used to finance, in part, the acquisition, construction and equipping of a high school facility (the “School Facility”), including classrooms, administrative offices, a media/student center, music and practice rooms, art and science rooms, and a two-stage gymnasium; (ii) refinancing a taxable loan evidenced by a promissory note, dated October 19, 2018, the proceeds of which financed the acquisition, construction, and equipping of additional classrooms, offices, and other spaces at the School Facility; and (iii) financing the acquisition, construction, and equipping, of an athletic field house and related facilities at the School Facility.

Dates of Construction (if applicable): Start of construction July 2022________________________

Date Project Expected to be Operational: August 1, 2023 ______________________________

Dollar Amount of Bonds Expected to be Issued: Maximum principal amount of the Notes to finance the Project is $15,000,000. The aggregate principal amount to be issued by the City of Plymouth is not to exceed $10,000,000.

Expected Term: 20 year Expected Interest Rate: Variable with approximate initial rate less than 3.0%Bond Counsel: Catherine J. Courtney, Taft Stettinius & Hollister LLP Phone: 612-977-8765 ______E-mail: ccourtney@taftlaw.com

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Page 2 of 3 8/21

Application for Approval of Local Bond FinancingPursuant to Minn. Stat. 469.152 – 469.1655

The following exhibits must be furnished with this application:

√ An opinion of bond counsel that the proposal constitutes a project under Minn. Stat. 469.153, Subd. 2.

√ A copy of the resolution by the governing body of the Issuer giving preliminary or final approval for the issuance of its revenue bonds and stating that the project, except for a project under Minn. Stat. 469.153, Subd. 2(g) or (j), furthers the purposes of Minn. Stat. 469.152 – 469.165.

√ A letter of intent to purchase the bond issue or a letter confirming the feasibility of the project from a financial standpoint.

√ A comprehensive statement by the municipality indicating how the project satisfies the purposes of Minn. Stat. 469.152 - 469.165.

√ A statement signed by a representative of the Issuer that the project does not include any property to be sold or affixed to or consumed in the production of property for sale, and does not include any housing facility to be rented or used as a permanent residence.

√ A statement signed by a representative of the Issuer that a public hearing was conducted pursuant to Minn. Stat. 469.154, Subd. 4. The statement shall include the date, time and place of the meeting and certify that a draft copy of this application with all attachments was available for public inspection and that all interested parties were afforded an opportunity to express their views.

√ A statement signed by the principal representative of the issuing authority to the effect that upon entering into the revenue agreement, the information required by Minn. Stat. 469.154, Subd. 5 will be submitted to the Department (not applicable to projects under Minn. Stat. 469.153, Subd. 2(g) or (j)).

√ A plan for encouraging the targeting of employment opportunities to economically disadvantaged or unemployed individuals. (See Minn. Stat. 469.154, Subd. 7.) The plan must indicate one or more specific steps that may include using employment offices (e.g., Minnesota Workforce Centers) for recruitment and placement, among other actions.

√ Affidavit(s) of publication or copies of notice(s) as published which indicate the date(s) of publication and the newspaper(s) in which the notice(s) were published.

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Application for Approval of Local Bond Financing Pursuant to Minn. Stat. 469.152 – 469.1655

We, the undersigned, are principal officer(s) or representative(s) of the Issuer and solicit DEED’s approval of this project.

Dave Callister, City ManagerSignature Print Name and Title

3400 Plymouth Blvd. Plymouth, MN 55447

Street Address City, State and Zip

dcallister@plymouthmn.gov 4/12/2022

E-Mail Date

Jeffry Wosje, MayorSignature Print Name and Title

3400 Plymouth Blvd. Plymouth, MN 55447

Street Address City, State and Zip jwosje@plymouthmn.gov 4/12/2022

E-Mail Date

E-mail for the chief administrator or operating office of the issuer (municipality or redevelopmentagency): ______________________________

DEED Approval

Authorized Signature Approval Date(Approval shall not be deemed to be an approval on the feasibility of the project or the terms

of the revenue agreement to be executed or the bonds to be issued thereof.)

Send two copies of form and one copy of supporting documents noted on page 2 to:Minnesota Department of Employment and Economic Development

Kevin McKinnon, Deputy Commissioner1st National Bank Building

332 Minnesota Street, Suite E200St. Paul, Minnesota 55101

E-mail: Kevin.McKinnon@state.mn.us

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LOAN AGREEMENT

BETWEEN

CITY OF PLYMOUTH, MINNESOTA

AND

SOUTHWEST CHRISTIAN HIGH SCHOOL, INC.

Dated as of May __, 2022

Except for certain reserved rights, the interest of the City of Plymouth, Minnesota, in this Loan Agreement has been pledged and assigned to Old National Bank, pursuant to a Pledge Agreement of even date herewith.

This instrument was drafted by:

Taft Stettinius & Hollister LLP (CJC)2200 IDS Center80 South 8th StreetMinneapolis, Minnesota 55402

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Table of Contents

Page

i

ARTICLE I DEFINITIONS, EXHIBITS AND RULES OF INTERPRETATION............ 1

Section 1.1 Definitions............................................................................................ 1Section 1.2 Rules of Interpretation ......................................................................... 5

ARTICLE II REPRESENTATIONS .................................................................................... 7

Section 2.1 Representations by the City ................................................................. 7Section 2.2 Representations by the Borrower......................................................... 8

ARTICLE III THE LOAN.................................................................................................... 12

Section 3.1 Amount and Source of Loan .............................................................. 12Section 3.2 Documents and Payments Required Prior to Disbursement of

the Loan ............................................................................................. 12Section 3.3 Advance and Disbursement of the Loan............................................ 13Section 3.4 Repayment ......................................................................................... 15Section 3.5 Borrower’s Obligations Unconditional.............................................. 15

ARTICLE IV BORROWER’S COVENANTS .................................................................... 16

Section 4.1 Indemnity ........................................................................................... 16Section 4.2 Continuing Existence and Qualification ............................................ 16Section 4.3 Reports to Governmental Agencies ................................................... 17Section 4.4 Security for the Loan ......................................................................... 17Section 4.5 Preservation of Tax Exemption ......................................................... 17Section 4.6 Lease or Sale of Facility .................................................................... 20Section 4.7 Facility Operation and Maintenance Expenses.................................. 21Section 4.8 Notification of Changes ..................................................................... 21Section 4.9 Financial Information and Reporting................................................. 22Section 4.10 Financial Covenants........................................................................... 22Section 4.11 Access to Land and Facility............................................................... 23Section 4.12 Access to Books and Inspection ........................................................ 23Section 4.13 IRS Audit Expenses ........................................................................... 23Section 4.14 Capital Campaign; Use of Capital Campaign Account Funds........... 23Section 4.15 Reports to City ................................................................................... 24Section 5.1 Prepayment at Option of Borrower.................................................... 25

ARTICLE VI EVENTS OF DEFAULT AND REMEDIES ................................................ 26

Section 6.1 Events of Default ............................................................................... 26Section 6.2 Remedies............................................................................................ 27Section 6.3 Disposition of Funds .......................................................................... 28Section 6.4 Manner of Exercise ............................................................................ 28Section 6.5 Attorneys’ Fees and Expenses ........................................................... 29Section 6.6 Effect of Waiver................................................................................. 29

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Table of Contents(continued)

Page

ii

ARTICLE VII GENERAL..................................................................................................... 30

Section 7.1 Notices ............................................................................................... 30Section 7.2 Binding Effect.................................................................................... 30Section 7.3 Severability ........................................................................................ 30Section 7.4 Amendments, Changes and Modifications ........................................ 30Section 7.5 Execution Counterparts...................................................................... 30Section 7.6 Limitation of City’s Liability............................................................. 31Section 7.7 City’s Attorneys’ Fees and Costs....................................................... 31Section 7.8 Release ............................................................................................... 31Section 7.9 Pledge and Assignment by City and Survivorship of

Obligations......................................................................................... 31Section 7.10 Required Approvals ........................................................................... 32Section 7.11 Termination Upon Retirement of Note .............................................. 32Section 7.12 Expenses of Lender............................................................................ 32Section 7.13 Entire Agreement ............................................................................... 33Section 7.14 Further Assurances............................................................................. 33Section 7.15 Waiver of Jury Trial........................................................................... 33Section 7.16 Governing Law and Construction...................................................... 33Section 7.17 Consent to Jurisdiction and Venue .................................................... 33Section 7.18 USA Patriot Act ................................................................................. 34Section 7.19 Non-Responsibility ............................................................................ 34

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THIS LOAN AGREEMENT dated as of May __, 2022, between the City of Plymouth, Minnesota, a municipal corporation and political subdivision of the State of Minnesota (the “City”), and Southwest Christian High School, Inc., a Minnesota nonprofit corporation (the “Borrower”),

WITNESSES that the City and the Borrower each in consideration of the representations, covenants and agreements of the other as set forth herein, mutually represent, covenant and agree as follows:

ARTICLE I

DEFINITIONS, EXHIBITS AND RULES OF INTERPRETATION

Section 1.1 Definitions. In this Agreement the following terms have the following respective meanings unless the context hereof clearly requires otherwise:

Act: Minnesota Statutes, Sections 469.152 to 469.165, as amended;

Advance: funds paid periodically by Lender as purchase price of the Note, either directly or through Title, for Project Costs;

Agreement: this Loan Agreement between the City and the Borrower as the same may from time to time be amended or supplemented as herein provided;

Bond Counsel: the firm of Taft Stettinius & Hollister LLP, of Minneapolis, Minnesota, or any other nationally recognized bond counsel, and any opinion of Bond Counsel shall be a written opinion signed by such Bond Counsel;

Borrower: Southwest Christian High School, Inc., its successors and assigns, and any surviving, resulting or transferee business entity which may assume its obligations in accordance with the provisions of this Agreement;

Capital Campaign: any fundraising initiative or capital campaign conducted by or on behalf of Borrower or for Borrower’s benefit for purposes of the Project or payment of the Series 2022 Notes;

Capital Campaign Account: one or more restricted deposit accounts from time to time, held at Lender’s institution in Borrower’s name for the deposit of collected Capital Campaign Contributions, which, once deposited, are deemed Capital Campaign Account Funds to be used in accordance with this Agreement;

Capital Campaign Account Funds: all cash, money or other funds on deposit in or credited to the Capital Campaign Account from collected Capital Campaign Contributions or other sources, together with any interest accrued thereon.

Capital Campaign Contributions: all contributions and donations of cash and money from donors received by Borrower for deposit into the Capital Campaign Account in furtherance of or in connection with the Capital Campaign.

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Capital Expenditures: any expenditures made directly or indirectly for the purpose of acquiring or constructing fixed assets, real property or equipment which would be added as a debit to the fixed assets account of Borrower, including, without limitation, amounts paid or payable under any conditional sale or other title retention agreement or under any lease or other periodic payment arrangement which is of such a nature that payment obligations of the lessee or obligor thereunder would be required to be capitalized and shown as liabilities on the balance sheet of suchlessee or obligor;

Carver: the City of Carver, Minnesota;

Carver Note: the [$4,250,000] Educational Facilities Revenue Note, Series 2022A(Southwest Christian High School Project), to be issued by Carver on a parity basis with the Note and in accordance with the Intercreditor Agreement, the proceeds of which will be used to refinance the Prior Obligations;

City: the City of Plymouth, Minnesota, its successors and assigns;

Closing: the date there is physical delivery of the Note to the Lender and payment therefor;

Code: the Internal Revenue Code of 1986, as amended and the temporary, final, or proposed regulations promulgated thereunder;

Collateral Assignment of Contracts: the Collateral Assignment of Contracts, Agreements, Licenses and Permits dated the date hereof and executed by and between the Borrower and the Lender including any amendment thereof or supplement thereto;

Construction Documents: plans and specifications, performance and payment bonds, construction contracts, construction management contract, assignment of plans and specifications, assignment of construction and construction management contracts, and architect consents, all in form and content acceptable to Lender;

Construction Draw Account: one or more restricted accounts with Lender to be used to pay Project Costs in accordance with this Agreement and the Disbursing Agreement;

Construction Draw Account Funds: all cash, money or other funds on deposit in or credited to the Construction Draw Account from time to time from the Equity Injection and any Remaining Proceeds, together with any interest accrued thereon.

Counsel: an attorney designated by or acceptable to the Lender, duly admitted to practice law before the highest court of any state; an attorney for the Borrower or the City may be eligible for appointment as Counsel;

Date of Taxability: this term shall have the meaning ascribed to it in Section 4.5(2) hereof;

Debt: collectively, without duplication, (a) all items that, in accordance with GAAP, would be included in the liability side of a balance sheet as of the Borrower’s fiscal year end, excluding capital stock, surplus, capital and earned surplus, (b) all debt secured by any mortgage, pledge, security interest or lien existing on property owned subject to such mortgage, pledge, security

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interest or lien, and (c) all amounts representing the capitalization of rentals, all in accordance with GAAP; provided, however, that leases that would have been treated as operating leases under GAAP prior to December 31, 2019, shall not constitute Debt, regardless of when incurred.

Debt Service: with respect to any period, the sum of all due and owing payments of principal on liabilities for borrowed money and interest expense, all determined in accordance with GAAP;

Debt Service Coverage Ratio: (a) the change in Borrower’s unrestricted net assets plus depreciation plus amortization plus interest expense plus noncash expenses divided by (b) Debt Service of Borrower;

Determination of Taxability: this term shall have the meaning ascribed to it in Section 4.5(2) hereof;

Disbursing Agreement: the Disbursing Agreement, dated as of the date hereof, among the Borrower, the Lender and Title, including any amendment thereof or supplement thereto;

Environmental Indemnification Agreement: the Environmental Indemnification Agreement dated the date hereof and executed by the Borrower in favor of the Lender including any amendment thereof or supplement thereto;

Equity Injection: collectively, the cash paid by the Borrower at Closing for Issuance Expenses and any Project Costs then due, plus the cash deposit made by the Borrower at Closing into the Construction Draw Account in the amount by which the sum of Issuance Expenses and Project Costs, as shown on the Project Cost Statement (defined in the Disbursing Agreement), exceeds the Note proceeds, plus any Borrower cash required from time to time to be deposited into the Construction Draw Account to meet the Loan in Balance Requirement;

Event of Default: any of the events described in Section 6.1 hereof;

Facility: that certain private high school facility known as Southwest Christian High School located at 1981 Bavaria Road in the City of Chaska, Minnesota;

GAAP: generally accepted accounting principles, consistently applied;

Intercreditor Agreement: the Intercreditor and Parity Agreement between Lender as purchaser of the Carver Note and Lender as purchaser of the Note, dated as of the date hereof;

Issuance Expenses: shall mean any and all costs and expenses relating to the issuance, sale, and delivery of the Note, including, but not limited to, any fees of the Lender, all fees and expenses of legal counsel, financial consultants, feasibility consultants and accountants, any fee to be paid to the City, the preparation and printing of this Agreement, the Mortgage, the Resolution, the Pledge Agreement, the Disbursing Agreement, the Note and all other related documents, and all other expenses relating to the issuance, sale and delivery of the Note and any other costs which are treated as “issuance costs” within the meaning of Section 147(g) of the Code;

Land: the real property described in the Mortgage including in Exhibit A thereto;

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Lender: Old National Bank, a national banking association, its successors and assigns;

Loan: the loan of proceeds of the Note from the City to the Borrower described in Section 3.1 of this Agreement;

Loan in Balance Requirement: this term shall have the meaning ascribed to it in Section 3.3 hereof;

Long Term Debt: any Debt incurred, assumed or guaranteed by the Borrower maturing more than 365 days after it is incurred, including the sale of accounts receivable with recourse to the Borrower but only until such receivables are collected and excluding current maturities of LongTerm Debt.

Mortgage: the Combination Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement dated as of the date hereof, between the Borrower, as mortgagor, and the Lender, as mortgagee, including any amendment thereof or supplement thereto;

Note: the $10,000,000 Educational Facilities Revenue Note, Series 2022B (Southwest Christian High School Project) to be issued by the City pursuant to the Resolution;

Pledge Agreement: the Pledge Agreement of even date herewith between the City and the Lender pledging and assigning the City’s interest in the Loan Agreement to the Lender to the extent provided therein;

Pledge and Security Agreement: the Pledge and Security Agreement of even date herewith executed by the Borrower in favor of the Lender pledging and assigning, among other things, the Borrower’s interest in the Construction Draw Account, the Capital Campaign Account and Capital Campaign Contributions to the Lender to the extent provided therein;

Principal Balance: so much of the principal sum on the Note as from time to time remains unpaid;

Prior Debt: that certain $5,000,000 taxable loan evidenced by a promissory note by the Borrower to the Lender as successor by merger to KleinBank dated October 19, 2018, outstanding in the aggregate principal amount of $____________, the proceeds of which financed, in part, the acquisition, construction, and equipping of additional classrooms, offices, and other spaces at the Facility;

Prior Note: the $2,075,000 Educational Facilities Revenue Note, Series 2012 (SouthwestChristian High School Project) issued by the City of Chaska and held by the Lender as successor by merger to KleinBank, outstanding in the aggregate principal amount of $___________, the proceeds of which were used to finance, in part, the acquisition, construction, and equipping of the Facility, including classrooms, administrative offices, a media/student center, music and practice rooms, art and science rooms, and a two-stage gymnasium;

Prior Obligations: collectively, the Prior Note and the Prior Debt;

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Project: collectively, the acquisition, construction, and equipping of an athletic field house and related facilities at the Facility; (ii) funding any required reserve funds; and (iii) paying all or a portion of Issuance Expenses;

Project Completion: this term shall have the meaning ascribed to it in Exhibit A of the Disbursing Agreement;

Project Completion Date: this term shall have the meaning ascribed to it in Exhibit A of the Disbursing Agreement;

Project Costs: all direct costs authorized by the Act and paid or incurred by the Borrower with respect to the Project;

Remaining Proceeds: this term shall have the meaning ascribed to it in Section 3.3 of this Agreement;

Resolution: the Final Note Resolution of the City, adopted April 12, 2022, authorizing the issuance of the Note together with any supplement or amendment thereto;

Senior Funded Debt: the Borrower’s overdrafts plus notes payable plus current maturities of Long Term Debt plus Long Term Debt, in each case determined in accordance with GAAP, less Subordinated Debt, all measured at the date of the Borrower’s last fiscal year end, and all reflected as line items on the Borrower’s audited financial statements;

Series 2022 Notes: the Note and the Carver Note;

State: the State of Minnesota;

Taxable Rate: as defined in the Note.

Subordinated Debt: Debt of the Borrower that is subordinate in priority to the Debt represented by the Notes and any other Debt in favor of Lender from time to time;

Title: Commercial Partners Title, a division of Chicago Title Company, LLC, as agent for Stewart Title Guaranty Company, or other title agency or title insurer acceptable to Lender; and

Treasury Regulations: all proposed, temporary or permanent federal income tax regulations then in effect and applicable.

Section 1.2 Rules of Interpretation.

(1) This Agreement shall be interpreted in accordance with and governed by the laws of the State of Minnesota;

(2) The words “herein” and “hereof” and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole rather than to any particular section or subdivision hereof;

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(3) References herein to any particular section or subdivision hereof are to the section or subdivision of this instrument as originally executed;

(4) Where the Borrower is permitted or required to do or accomplish any act or thing hereunder, the City may cause the same to be done or accomplished with the same force and effect as if done or accomplished by the Borrower;

(5) The Table of Contents and titles of articles and sections herein are for convenience only and are not a part of this Agreement;

(6) Unless the context hereof clearly requires otherwise, the singular shall include the plural and vice versa and the masculine shall include the feminine and vice versa;

(7) Articles, sections, subsections and clauses mentioned by number only are those so numbered which are contained in this Agreement;

(8) References to the Note as “tax exempt” or to the “tax exempt status of the Note” are to the exclusion of interest on the Note from gross income pursuant to Section 103(a) of the Code; and

(9) The words “include,” “including” and the like mean “including without limitation” and, when followed by any specific item(s), are deemed to refer to examples rather than to be words of limitation.

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ARTICLE II

REPRESENTATIONS

Section 2.1 Representations by the City. The City makes the following representations as the basis for its covenants herein:

(1) The City is a duly organized and existing municipal corporation and political subdivision pursuant to the laws of the State of Minnesota and is authorized to issue the Note to finance Project Costs pursuant to the Act;

(2) In authorizing the Project the City’s purpose is, and in its judgment the effect thereof will be, to promote the public welfare by: the attraction, encouragement and development of economically sound industry and commerce so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment and to aid in the redevelopment of areas of existing blight, marginal land and persistent unemployment; the development of industry to use the available resources of the community, in order to retain the benefit of the community’s existing investment in educational facilities; halting the movement of talented, educated personnel of mature age to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities; providing accessible employment opportunities for residents in the area; providing education; and the expansion of an adequate tax base in the area to finance the increase in the amount and cost of governmental services;

(3) [Intentionally Omitted];

(4) On April 12, 2022, after due publication of notice of hearing in the City’s official newspaper, a newspaper of general circulation in the City, the City Council held a public hearing on the Project, prepared pursuant to the Act and Section 147(f) of the Code in connection with the issuance of the Note, and, on April 12, 2022, duly adopted a resolution approving the issuance of the Note;

(5) The issuance and sale of the Note, the execution and delivery of this Agreement and the Pledge Agreement, and the performance of all covenants and agreements of the City contained in this Agreement, the Note and the Pledge Agreement, and of all other acts and things required under the Constitution and laws of the State of Minnesota to make this Agreement, the Pledge Agreement and Note valid and binding obligations of the City in accordance with their terms, are authorized by the Act and have been duly authorized by a resolution of the governing body of the City adopted at a meeting thereof duly called and held on April 12, 2022, by the affirmative vote of not less than a majority of its members;

(6) Pursuant to the Resolution, the City has authorized and directed the Lender to disburse the proceeds of the Note directly to the Borrower and such other parties as may be entitled to payment or reimbursement for Project Costs, upon receipt of such supporting documentation as the Lender may deem reasonably necessary or as required by this Agreement and the Disbursing Agreement;

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(7) No public official of the City has either a direct or indirect financial interest in this Agreement nor will any public official either directly or indirectly benefit financially from this Agreement;

(8) There is no pending or, to the City’s actual knowledge, without inquiry or investigation, threatened suit, action, or proceeding against the City before any court, arbitrator, administrative agency, or other governmental authority that challenges the City’s execution and delivery of this Agreement, the Note, and the Pledge Agreement;

(9) To the actual knowledge of the City, without inquiry or investigation, the execution and delivery of this Agreement, the Note, and the Pledge Agreement will not constitute a breach of or default under any existing (a) provision of any special legislative act or charter provision relating to the establishment of the City or (b) agreement, indenture, mortgage, lease, or other instrument to which the City is a party or by which it is bound; and

(10) No proceeding of the City for the issuance, execution, or delivery of this Agreement, the Note, or the Pledge Agreement has been repealed, rescinded, amended, or revoked and the Lender is entitled to rely on the same as if the same were fully incorporated herein, including without limitation, the Resolution.

Section 2.2 Representations by the Borrower. The Borrower makes the following representations as the basis for its covenants herein:

(1) The Borrower is a Minnesota nonprofit corporation duly incorporated and in good standing under the laws of the State of Minnesota, is duly authorized to conduct its business in all states where its activities require such authorization, has power to enter into this Agreement, the Environmental Indemnification Agreement, the Construction Documents to which the Borrower is a party, the Disbursing Agreement, and the Mortgage and to use the Project for the purpose set forth in this Agreement and by proper corporate action has authorized the execution and delivery of this Agreement, the Environmental Indemnification Agreement, the Construction Documents to which the Borrower is a party, the Disbursing Agreement, and the Mortgage;

(2) The Borrower is an organization described in Section 501(c)(3) of the Code and is exempt from tax under Section 501(a) of the Code. The Borrower is not a “private foundation” as defined in Section 509(a) of the Code. Not more than five percent (5%) of the proceeds of the Note will be used, directly or indirectly, to finance or refinance property used in an unrelated trade or business of the Borrower determined by applying Section 513(a) of the Code or in the trade or business of any person other than an organization described in Section 501(c)(3) of the Code. There is no action, proceeding or investigation pending or threatened by the Internal Revenue Service or authorities of the State of Minnesota which, if adversely determined, might result in a modification of the status of the Borrower as an organization described in Section 501(c)(3) of the Code;

(3) The execution and delivery of this Agreement, the Disbursing Agreement, the Environmental Indemnification Agreement, the Construction Documents to which the Borrower is a party, and the Mortgage; the consummation of the transactions contemplated thereby; and the fulfillment of the terms and conditions thereof do not and will not conflict with

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or result in a breach of any of the terms or conditions of the Borrower’s articles of incorporation, its bylaws, any restriction or any agreement or instrument to which the Borrower is now a party or by which it is bound or to which any property of the Borrower is subject, and do not and will not constitute a default under any of the foregoing or a violation of any order, decree, statute, rule or regulation of any court or of any state or federal regulatory body having jurisdiction over the Borrower or its properties, including the Facility, and do not and will not result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the property or assets of the Borrower contrary to the terms of any instrument or agreement to which the Borrower is a party or by which it is bound;

(4) As of the date hereof, the use of the Facility as designed and to be operated complies, in all material respects, with all presently applicable development, pollution control, water conservation and other laws, regulations, rules and ordinances of the federal government and the State of Minnesota and the respective agencies thereof and the political subdivisions in which the Project is located. The Borrower has obtained, or will obtain in a timely manner, all necessary and material approvals of and licenses, permits, consents and franchises from federal, state, county, municipal or other governmental authorities having jurisdiction over the Facility to operate the Facility and to enter into, execute and perform its obligations under this Agreement, the Disbursing Agreement, and the Mortgage; and no violation of any local ordinance, laws, regulation or requirement exists with respect to the Land;

(5) The proceeds of the Note, together with the Equity Injection and any other funds to be contributed to the Facility by the Borrower, including Capital Campaign Contributions,or otherwise in accordance with this Agreement, will be sufficient to pay the cost of the Project in a manner suitable for use as an educational facility, and all costs and expenses incidental thereto, and the proceeds of the Note will be used only for the purposes contemplated hereby and allowable under the Act;

(6) Comparable private financing for the Project was not found by the Borrower to be reasonably available, and the Project is economically more feasible with the availability of the financing herein authorized;

(7) The Borrower is not in the trade or business of selling properties such as the Facility and is undertaking the Project for investment purposes only or otherwise for use by the Borrower in its trade or business, and therefore the Borrower has no intention now or in the foreseeable future to voluntarily sell, surrender or otherwise transfer, in whole or part, its interest in the Facility;

(8) There are no actions, suits, or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any property of the Borrower in any court or before any federal, state, municipal or other governmental agency, which, if decided adversely to the Borrower would have a material adverse effect upon the Borrower or upon the business or properties of the Borrower; and the Borrower is not in default with respect to any order of any court or governmental agency;

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(9) The Borrower is not in default in the payment of the principal of or interest on any indebtedness for borrowed money nor in default under any instrument or agreement under and subject to which any indebtedness for borrowed money has been issued;

(10) The Borrower has filed all federal and state income tax returns which, to the knowledge of the officers of the Borrower, are required to be filed and has paid all taxes shown on said returns and all assessments and governmental charges received by the Borrower to the extent that they have become due;

(11) No public official of the City has either a direct or indirect financial interest in this Agreement nor will any public official either directly or indirectly benefit financially from this Agreement;

(12) The Borrower has approved the terms and conditions of the Note;

(13) The Borrower intends to operate the Facility as a private high school facility until the date on which the entire Principal Balance of the Note has been fully paid and is no longer outstanding;

(14) Each document executed by the Borrower in connection with the Loan constitutes the legal, valid, and binding obligation of the Borrower, enforceable in accordance with its terms (subject, as to enforceability, to limitations resulting from bankruptcy, insolvency and other similar laws affecting creditors’ rights generally);

(15) The financial statements of the Borrower heretofore furnished to the Lender are complete and correct in all material respects and fairly present the financial condition of the Borrower at the date of such statement. Since the most recent set of financial statements delivered by the Borrower to the Lender, there have been no material adverse changes in the financial condition of the Borrower;

(16) No consent, approval, order or authorization of, or registration, declaration, or filing with, or notice to, any governmental authority or any third party is required in connection with the execution and delivery of this Agreement, or any of the agreements or instruments herein mentioned or related hereto to which the Borrower is a party or the carrying out or performance of any of the transactions required or contemplated hereby or thereby or, if required, such consent, approval, order or authorization has been (or, with respect to the filing of the Form 8038 with the Internal Revenue Service and obtaining a building permit from the City of Chaska, Minnesota and any permits or approvals required by Carver County, Minnesota, will be) obtained or such registration, declaration or filing has been or will be accomplished or such notice has been or will be given;

(17) The Borrower has good title to the Land, free and clear of all mortgages, liens and encumbrances, except the Permitted Encumbrances (as described in the Mortgage). When timely and properly recorded, the Mortgage will constitute a valid and perfected first mortgage lien on the Land;

(18) After Project Completion, the Land and Facility will be in substantial compliance with the accessibility guidelines set forth in Title III of The Americans with

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Disabilities Act of 1990, as the same may be amended from time to time, and any rules and regulations promulgated thereunder (the “ADA”);

(19) Denominational adherence is not required for employment at the Project; and

(20) No portion of the facilities being financed with proceeds of the Note is designed for or shall be used in whole or in part as a place for devotional activities, religious worship or sectarian education, instruction, or indoctrination, which sectarian facilities have been financed with other funds available to the Borrower and not from proceeds of the Note.

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ARTICLE III

THE LOAN

Section 3.1 Amount and Source of Loan. The City has authorized the issuance of the Note in the principal amount of $10,000,000 to provide funds to the Borrower for its use in financing the Project. The Borrower agrees to construct the Project and the City agrees to lend the Borrower, upon the terms and conditions set forth herein, the proceeds received from the Note by causing such sums to be advanced to the Borrower and disbursed at Closing or pursuant to this Agreement and the Disbursing Agreement.

Section 3.2 Documents and Payments Required Prior to Disbursement of the Loan. Prior to any advance of the proceeds, the Borrower shall deliver to the Lender or pay the following, as applicable:

(1) The Note;

(2) The Loan Agreement;

(3) The Pledge Agreement;

(4) The Disbursing Agreement;

(5) The Environmental Indemnification Agreement;

(6) The Mortgage;

(7) The Pledge and Security Agreement;

(8) The Collateral Assignment of Contracts;

(9) The Intercreditor Agreement;

(10) An Opinion of Counsel for the Borrower as prescribed by the Lender and Bond Counsel;

(11) An Opinion of Bond Counsel, to the effect that the City has duly authorized the Note and that the interest thereon is exempt from federal income taxation and subject to other conditions acceptable to the Lender;

(12) A 501(c)(3) determination letter from the Internal Revenue Service evidencing that the Borrower is exempt from income taxation under Section 501(c)(3) of the Code and such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (11) above;

(13) Such other agreements, assignments, security agreements, guaranties, financing statements, indemnities, opinions, and other instruments evidencing or securing the Loanas may be required by the Lender;

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(14) Any certification, instrument, assignment or other document referenced in or required by any of the documents listed in this Section 3.2;

(15) Payment of Lender’s Loan fees of $20,000 with respect to the Note and $0with respect to the Carver Note, plus reimbursement of the Lender’s transaction expenses;

(16) A commitment or proforma title policy from Title in form and content acceptable to the Lender to issue an ALTA title policy to the Lender insuring the Mortgage as a first lien on the Land, together with true and complete copies of all documents affecting title to the Land and such endorsements to the policy as required by the Lender;

(17) Payment of all Issuance Expenses;

(18) Certificates of Insurance covering the Facility and the Project in form and substance acceptable to the Lender;

(19) Authorizing resolution of Borrower;

(20) FIRREA compliant appraisal from an appraiser selected by Lender for the Land and Facility, all in form and content acceptable to Lender;

(21) The payment and deposit into the Construction Draw Account, respectively, of the portions of the Equity Injection due at Closing;

(22) ALTA survey in form and content acceptable to the Lender;

(23) Consents to Assignment from Project architect and Project general contractor; and

(24) All documents required by the Disbursing Agreement.

Section 3.3 Advance and Disbursement of the Loan. Pursuant to this Agreement and the Act, the City has authorized the Borrower to provide directly for the financing of the Project in such manner as determined by the Borrower and hereby authorizes the Lender to advance and disburse the proceeds of the Note directly to the Borrower or such other parties as may be entitled to payment or reimbursement for Project Costs, and to the Construction Draw Account in accordance with this Agreement and the Disbursement Agreement, upon receipt of such supporting documentation as the Lender may deem reasonably necessary or as required by this Agreement or the Disbursing Agreement. On the date hereof, [$50,001] of the proceeds of the Note will beadvanced and disbursed for Issuance Expenses. The remaining [$9,949,999] of the proceeds of the Note will be made available for advance and disbursement for payment of Project Costs after the Equity Injection funds held in the Construction Draw Account are fully disbursed for payment of Project Costs in accordance with the Disbursing Agreement.

Upon the later of Final Project Costs Disbursement (as defined in the Disbursing Agreement) or _________________, 20__, any Remaining Proceeds (whether unadvanced or previously advanced and remaining on deposit in or credited to the Construction Draw Account as further described in the Disbursing Agreement) shall, at the Borrower’s option, be applied to one

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or more of the following purposes within the periods below upon compliance with the conditions described in the Disbursing Agreement: (i) prior to the third anniversary of the Note, to reimburse the Borrower for its past payments of qualifying Project Costs (without duplication) previously paid from a portion of the Equity Injection in an amount not to exceed the Equity Injection amount determined as of the Closing date; (ii) to prepay a portion of the then-outstanding principal balance of the Series 2022 Notes on a pro rata basis prior to the third anniversary of the Note; (iii) to pay Capital Expenditures benefiting the Project incurred and paid prior to the third anniversary of the Note; or (iv) a combination of (i) (ii) and (iii).

Notwithstanding any other provision hereof, no proceeds of the Note shall be applied to payment of the costs of any portion of the Project that is designed for use or will be used primarily as a place for devotional activities or religious education or worship.

Prior to any Advances or disbursements under the Note for the purpose of fundingconstruction costs for the Project, the Lender shall have the right to review and approve all construction plans and specifications, and the Project agreements between the Borrower and: (i) the general contractor and/or construction manager, (ii) architect, and (iii) all contractors. The Borrower has provided (or will provide prior to construction commencement) to the Lender the following items:

(a) Construction Documents;

(b) Evidence that the sum of the principal amount of the Note plus the Equity Injection is adequate to complete the Project;

(c) Verification that there are no outstanding liens against the Land, other than Permitted Encumbrances (as defined in the Mortgage);

(d) Project plans and specifications approved by Lender;

(e) Confirmation from Title that the title policy insuring the Mortgage will provide mechanics lien coverage for any liens that may arise against the Land.

All draw requests shall be accompanied by invoices and lien waivers, and, unless waived in writing by the Lender, a report from an inspecting architect or engineer chosen by the Lender.

Borrower must be in compliance with all covenants and terms and there must be no defaults with respect to any and all loans by and between the Borrower and the Lender. Upon the occurrence and continuance of an Event of Default, draws under the Note, disbursements from the Construction Draw Account and withdrawals from the Capital Campaign Account shall not be permitted except as approved by Lender.

Following disbursement of the remaining Equity Injection funds on deposit in the Construction Draw Account pursuant to the Disbursing Agreement, the proceeds of the Note remaining to be advanced following Closing will be advanced as described in the Disbursing Agreement in a series of Advances and disbursed in a series of disbursements in accordance with the terms and conditions of this Agreement and the Disbursing Agreement. If on the date of a requested disbursement, Borrower has performed all of its agreements and has complied with all

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of the requirements theretofore to be performed or complied with hereunder and under the Disbursing Agreement, and no Event of Default exists, Lender shall (subject to the conditions as set forth herein and in the Disbursing Agreement) fund the amount of the requested disbursement to Title (less 5% retainage). The Lender will honor draw requests for materials purchased directly by Borrower (but paid by Title) without retainage. Title shall thereafter disburse the amount of the requested disbursement to or for the benefit of the Borrower pursuant to the terms of the Disbursing Agreement.

The Lender shall have no obligation to make Advances or disbursements if the Loan to Value Requirement (defined in the Disbursing Agreement) and the following Loan in Balance Requirement are not met. The “Loan in Balance Requirement” is defined collectively as follows: if the Lender shall at any time and in good faith determine that the sum of the undisbursed Equity Injection funds on deposit in the Construction Draw Account plus the unadvanced or undisbursed proceeds of the Note is less than the amount required to pay all costs and expenses of any kind which reasonably may be anticipated in connection with Project Completion, the Lender shall not be obligated to make any further disbursements from the Construction Draw Account or Advances and Borrower shall be deemed to be in default, unless within ten business days after mailing of a written notice by Lender, Borrower shall deposit with Lender the amount of funds specified in the Lender’s notice.

Section 3.4 Repayment. Subject to the prepayment provisions set forth in the Note, the Borrower agrees to repay the Loan by making all payments of principal, interest and any premium, penalty or charge that are required to be made by the City under the Note at the times and in the amounts provided therein. All payments shall be made directly to the Lender as provided in the Note for the account of the City. The Borrower represents and covenants that the source of payment of the Note is from revenues derived from the operation of its business and the Project and other funds of the Borrower obtained pursuant to its tax-exempt purposes, including from the Capital Campaign.

Section 3.5 Borrower’s Obligations Unconditional. All payments required of the Borrower hereunder shall be paid without notice or demand and without setoff, counterclaim, abatement, deduction or defense. The Borrower will not suspend or discontinue any payments, and will perform and observe all of its other agreements in this Agreement, and, except as expressly permitted herein, will not terminate this Agreement for any cause, including but not limited to any acts or circumstances that may constitute failure of consideration, destruction or damage to the Project, eviction by paramount title, commercial frustration of purpose, bankruptcy or insolvency of the City or the Lender, change in the tax or other laws or administrative rulings or actions of the United States of America or of the State of Minnesota or any political subdivision thereof, or failure of the City to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Agreement.

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ARTICLE IV

BORROWER’S COVENANTS

Section 4.1 Indemnity. The Borrower will, to the extent permitted by law, pay, and will protect, indemnify and save the City, the Lender, and their respective officers, agents and employees harmless from and against all liabilities, losses, damages, costs, expenses (including attorneys’ fees and expenses), causes of action, suits, claims, demands and judgments of any nature arising from the following:

(1) any injury to or death of any person or damage to property in or upon the Project or growing out of or connected with the use, non-use, condition or occupancy of the Project or a part thereof;

(2) violation of any agreement or condition of this Agreement, except by the City or its assignee;

(3) violation of any contract, agreement or restriction by the Borrower relating to the Project;

(4) violation of any law, ordinance or regulation affecting the Project or a part thereof, or the ownership, occupancy or use thereof, or arising out of this Agreement, the Note or the transactions contemplated thereby, including any requirements imposed on the Lender as a financial institution or any disclosure or registration requirements imposed by any federal or state securities law; and

(5) any statement or information relating to the expenditure of the proceeds of the Note contained in the non-arbitrage certificate or similar document furnished by the Borrower to the City which, at the time made, is misleading, untrue or incorrect in any material respect.

Section 4.2 Continuing Existence and Qualification. Throughout the term of this Agreement the Borrower will remain duly qualified to do business as a nonprofit corporation in Minnesota, and will continue to operate as an organization described in Section 501(c)(3) of the Code whose income is exempt from taxation under Section 501(a) of the Code, and will maintain its corporate existence, will maintain its principal place of business in the State of Minnesota and continue its business as presently conducted during the term of the Loan, will not change its name or the state in which it is organized without at least thirty (30) days’ prior written notice to Lender, will not dissolve or otherwise dispose of all or substantially all of its assets, and will not consolidate with or merge into another corporation or other business entity or permit any other corporation or other business entity to consolidate with or merge into it unless (1) the surviving, resulting or transferee corporation, or other business entity, as the case may be, shall be a nonprofit corporation operating under the laws of the United States, any state or the District of Columbia, and an organization described in Section 501(c)(3) of the Code (provided the Project will not constitute an unrelated trade or business within the meaning of Section 513(a) of the Code) or a governmental unit under Section 145 of the Code; (2) the surviving, resulting or transferee corporation, or other business entity, as the case may be, if other than the Borrower, assumes in writing all of the obligations of the Borrower under this Agreement, the Disbursing Agreement, and the Mortgage

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and shall deliver that instrument to the Lender, (3) the surviving, resulting or transferee corporation or other business entity, as the case may be, is duly qualified to do business in Minnesota and (4) the Borrower first obtains the written consent of the Lender to such merger, transfer or consolidation. At least 60 days before any proposed merger, transfer or consolidation would become effective, the Borrower shall deliver to the Lender a written request seeking the Lender’s approval of such merger, transfer or consolidation, and shall thereafter promptly furnish to the Lender such information pertaining to the proposed merger, transfer, or consolidation as the Lender shall request. If the Lender approves the proposed merger, transfer or consolidation, the surviving, resulting or transferee corporation and other entity referred to in this Section 4.2 shall be bound by all of the covenants and agreements of the Borrower herein with respect to any further consolidation, merger, sale or transfer. The Lender’s approval under this Section shall not be unreasonably withheld, delayed or conditioned.

Section 4.3 Reports to Governmental Agencies. The Borrower will furnish to agencies of the State of Minnesota, such periodic reports or statements as are required under the Act, or as they may otherwise reasonably require of the City or the Borrower throughout the term of this Agreement in connection with the transaction contemplated herein. Copies of such reports will be provided to the City and the Lender.

Section 4.4 Security for the Loan.

(1) As additional security for the Lender, and to induce the City to issue and deliver the Note, the Borrower agrees to execute and deliver (or cause to be executed and delivered) the documents described in Sections 3.2 and 3.3 hereof and agrees to meet all its obligations under such documents, which documents shall remain in effect until all payments required hereunder have been made; and the Borrower will direct Bond Counsel, the Lender or Title to cause to be recorded and filed the Mortgage, financing statements, and such other documents requested by Bond Counsel or the Lender, in such places and in such manner as Bond Counsel or the Lender deems necessary or desirable to perfect or protect the security interest of the Lender in and to the Project and other collateral referred to in said documents. Except for Permitted Encumbrances and as otherwise may be provided in the Mortgage, the Borrower will not further encumber the property pledged therein without the Lender’s prior written consent; and

(2) The obligation of the Borrower to make payments hereunder is a general full faith and credit obligation of the Borrower payable from all revenues and assets of the Borrower.

Section 4.5 Preservation of Tax Exemption.

(1) The Borrower covenants and agrees that, in order to assure that the interest on the Note shall at all times be free from federal income taxation, the Borrower represents and covenants with the City and the Lender that it will comply with the applicable provisions of Section 103 and Sections 141 through 150 of the Code and as follows:

(a) The Facility is and will continue to be owned and operated by the Borrower and no portion of the Facility is managed by anyone other than the Borrower or a governmental entity or an organization described in Section 501(c)(3) of the Code or

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pursuant to a “qualified management agreement” within the meaning of all pertinent provisions of law, including all relevant provisions of the Code and regulations, rulings and revenue procedures thereunder, including Revenue Procedure 2017-13;

(b) The Facility will not be used by the Borrower in an unrelated trade or business, determined by the application of Section 513(a) of the Code;

(c) No more than five percent (5%) of the net proceeds of the Note is to be used for any private business use as defined in Section 141(b)(6) of the Code;

(d) The payment of the principal of, or interest on, no more than five percent (5%) of the net proceeds of the Note is (under the terms of the Note or any underlying arrangement) directly or indirectly (a) secured by any interest in (i) property used or to be used for a private business use, or (ii) payments in respect of such property, or (b) to be derived from payments (whether or not to the City) in respect of property, or borrowed money, used or to be used for a private business use;

(e) The aggregate authorized face amount of the Note (when increased by any outstanding tax-exempt “qualified 501(c)(3) bonds” issued prior to 1997, other than “qualified hospital bonds,” of the Borrower, or any organization with which the Borrower is under common management or control and is a test-period beneficiary determined in accordance with Section 145(b) of the Code) does not exceed $150,000,000 or, alternatively, at least 95% of the net proceeds of the Note will be used for capital expenditures;

(f) The weighted average maturity of the Note will not exceed the estimated economic life of the Facility by more than twenty percent (20%), all within the meaning of Section 147(b) of the Code;

(g) While the Note remains outstanding, no portion of the proceeds of the Note will be used to provide any airplane, skybox or other private luxury box, any facility primarily used for gambling, or a store, the principal business of which is the sale of alcoholic beverages for consumption off premises;

(h) Not more than 2% of the proceeds of the Note will be used to finance Issuance Expenses;

(i) The Borrower agrees it will not use the proceeds of the Note in such a manner as to cause the Note to be an “arbitrage bond” within the meaning of Section 148 of the Code and applicable Treasury Regulations. The Borrower shall:

(i) maintain records identifying all “gross proceeds” and “replacement proceeds” (as defined in Section 148(f)(6)(B) of the Code attributable to the Note, the yield at which such gross proceeds are invested, any arbitrage profit derived therefrom (earnings in excess of the yield on the Note) and any earnings derived from the investment of such arbitrage profit;

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(ii) make, or cause to be made as of the end of each fifth bond year, the annual determinations of the amount, if any, of excess arbitrage required to be paid to the United States, unless the Borrower obtains an Opinion of Bond Counsel to the effect that such calculations need not be made (the “Rebate Amount”);

(iii) pay, or cause to be paid, to the United States at least once every fifth bond year the amount, if any, which is required to be paid to the United States, including the last installment which shall be made no later than 60 days after the day on which the Note is paid in full;

(iv) not invest, or permit to be invested, “gross proceeds” of the Note in any acquired nonpurpose obligations so as to deflect arbitrage otherwise payable to the United States as a “prohibited payment” to a third party; and

(v) if applicable, retain all records of the determination of the foregoing amounts until six (6) years after the Note has been fully paid.

Unless the Opinion of Bond Counsel described in (ii) above is provided, the Borrower agrees that, in order to comply with this paragraph (i), it shall determine the Rebate Amount within 30 days after each fifth year of the anniversary of the Closing and upon payment in full of the Note; upon request, the Borrower shall furnish the Lender a certificate showing how such calculation was made.

(j) The Borrower has not leased, sold, assigned, granted or conveyed and will not lease, sell, assign, grant or convey all or any portion of the Facility or any interest therein to the United States or any agency or instrumentality thereof within the meaning of Section 149(b) of the Code;

(k) In addition to the Note, no other obligations have been or will be issued under Section 103 of the Code which are sold at substantially the same time as the Note pursuant to a common plan of marketing and at substantially the same rate of interest as the Note and which are payable in whole or part by the Borrower or otherwise have with the Note any common or pooled security for the payment of debt service thereon, or which are otherwise treated as the same “issue of obligations” as the Note as described in Treasury Regulations Section 1.150-(1)(c)(1);

(l) No proceeds of the Note shall be invested in investments which cause the Note to be federally guaranteed within the meaning of Section 149(b) of the Code. If at any time the moneys in such funds exceed, within the meaning of Section 149(b)(3)(B) of the Code, (i) amounts invested for an initial temporary period until the moneys are needed for the purpose for which the Note was issued, (ii) investments of a bona fide debt service fund, and (iii) investments of a reserve which meet the requirement of Section 148(d) of the Code, such excess moneys shall be invested in only those investments, which are (A) obligations issued by the United States Treasury, (B) other investments permitted under regulations, or (C) obligations which are (a) not issued by, or guaranteed by, or insured by, the United States or any agency or instrumentality thereof or (b) not federally insured deposits or accounts, all within the meaning of Section 149(b) of the Code;

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(m) Not otherwise use proceeds of the Note, or take or fail to take any action within its control, the effect of which would be to impair the exemption of interest on the Note from federal income taxation; and

(n) Maintain such written procedures as appropriate and applicable to ensure Borrower’s principal responsibility for compliance with the post-issuance requirements necessary to maintain the tax-exempt status of the interest on the Note, including requirements that must be continually monitored, including (i) monitoring the investment (pending expenditure) of Note proceeds (and keep detailed records thereof) in order to assure compliance with the arbitrage requirements applicable to the Note, (ii) monitoring the expenditures of the Note proceeds (and keep detailed records thereof), (iii) monitoring the use of the financed facility in order to ensure that the Note continues to qualify as a qualified 501(c)(3) bond within the meaning of Section 145 of the Code, (iv) periodically consulting with Bond Counsel with respect to arbitrage issues and compliance, and (v) consulting with Bond Counsel as necessary to determine whether, and to what extent, any change in the use or purpose of the financed facility will require any remedial action under the relevant Treasury Regulation;

(2) For the purpose of this Section, a “Determination of Taxability” shall mean the issuance of a statutory notice of deficiency by the Internal Revenue Service, or a ruling of the National Office or any District Office of the Internal Revenue Service, or a final decision of a court of competent jurisdiction, or a change in any applicable federal statute, which holds or provides in effect that the interest payable on the Note is includible, for federal income tax purposes under Section 103 of the Code in the gross income of the Lender or any other holder or prior holder of the Note for any reason, including but not limited to the Note failing to qualify as a “qualified tax exempt obligation” within the meaning of Section 265(b)(3) of the Code, if the period, if any, for contest or appeal of such action, ruling or decision by the Borrower or Lender or any otherinterested party has expired without any such contest or appeal having been properly instituted by the Lender, the Borrower or any other interested party. The expenses of any such contest shall be paid by the party initiating the contest, and neither the Lender nor the Borrower shall be required to contest or appeal any Determination of Taxability. The “Date of Taxability” shall mean that point in time, as specified in the determination, ruling, order, or decision, that the interest payable on the Note becomes includible in the gross income of the Lender or any other holder or prior holder of the Note, as the case may be, for federal income tax purposes; and

(3) If the Borrower receives a Determination of Taxability it will promptly give notice of such Determination of Taxability to the City and the Lender and the Note shall convert to a taxable obligation at the Taxable Rate effective as of the Date of Taxability. The interest rate for interest accruing from the Date of Taxability shall be adjusted to the Taxable Rate on the date of the Determination of Taxability and the Borrower shall pay any interest accruing from the Date of Taxability which is retroactively due as a result of the interest rate adjustment on the next payment date along with regularly scheduled principal payment and interest accruing from the previous payment date at the Taxable Rate in accordance with the Note.

Section 4.6 Lease or Sale of Facility. Except as otherwise may be permitted in the Mortgage, other than an existing lease of and license for certain space within the Facility for use by a church for which no proceeds of the Prior Obligations were used, and in connection with

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which no Note proceeds shall be used to pay any costs of, or attributable to, the construction or equipping thereof, the Borrower shall not lease, sell, convey or otherwise transfer the Facility in whole or part, nor sell the Facility in whole or part, without first securing the written consent of the Lender provided that in no event shall such lease, transfer, assignment or sale be permitted if the effect thereof would otherwise be to impair the validity or the tax exempt status of the Note, nor shall any such transaction release the Borrower of any of its obligations under this Agreement, unless the Facility is conveyed in whole and such conveyance has been approved in writing by the Lender. The Borrower shall promptly notify the City of any such sale, transfer, assignment or lease.

Section 4.7 Facility Operation and Maintenance Expenses. The Borrower shall pay all expenses of the operation and maintenance of the Facility including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Facility and payable during the term of this Agreement, all in conformance with the provisions of the Mortgage. The Borrower shall keep the Facility in good working order and condition, subject to ordinary wear and tear. The Facility shall not be used for purposes which violate any Federal, State or other laws prohibiting discrimination in access or employment based on race, creed, sex, disability, ethnic or national origin, age, marital status, or other categories for which discrimination is prohibited.

The Borrower will not use any Note proceeds to pay any costs of, or attributable to, the construction or equipping of any facilities used primarily for religious instruction or worship; all such costs will be paid with the Borrower’s funds. The Borrower agrees that it will not use the Project or any part thereof (a) for sectarian instruction or study or primarily as a place for devotional activities or religious worship or as a facility used primarily in connection with any part of a program of a school or department of divinity for any religious denomination or the training of ministers, priests, rabbis or other similar persons in the field of religion, or (b) in a manner which would violate the First Amendment to the Constitution of the United States of America, including the decisions of the United States Supreme Court interpreting the same, or any comparable provisions of the Constitution of the State of Minnesota, including the decisions in the Supreme Court of the State interpreting the same.

Section 4.8 Notification of Changes. The Borrower covenants and agrees that it will promptly notify the Lender of:

(1) any litigation and of all proceedings before any governmental or regulatory agency which might materially and adversely affect the Borrower or any of its properties. Any action seeking a monetary recovery in excess of $50,000 is material;

(2) as promptly as practicable (but in any event not later than five business days) after an officer of Borrower obtains knowledge, the occurrence of any Event of Default under this Agreement or under any other loan agreement, debenture, note, purchase agreement or any other agreement providing for the borrowing of money by the Borrower or any event of which the Borrower has knowledge and which, with the passage of time or giving of notice, or both, would constitute an Event of Default under this Agreement or under such other agreements; and

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(3) any material adverse change in the operations, business, properties, assets or conditions, financial or otherwise, of the Borrower.

Section 4.9 Financial Information and Reporting. Except as otherwise stated in this Agreement, all financial information provided to the Lender shall be compiled using GAAP. During the term of this Agreement, and afterward until all amounts due under this Agreement are paid in full, unless the Lender shall otherwise agree in writing, the Borrower agrees to:

(1) Provide the Lender, within 150 days after Borrower’s fiscal year end, annual audited financial statements for Borrower with an unqualified opinion of an independent certified public accountant of recognizable standing selected by Borrower and approved by Lender, certified as true and correct by an officer or other authorized representative of Borrower upon request;

(2) Provide the Lender, within 30 days after Borrower’s fiscal quarter end, unaudited financial statements for such quarter;

(3) Provide the Lender, within 30 days after Borrower’s fiscal quarter end or more frequently as requested by the Lender, a Capital Campaign report for the Project in detail acceptable to Lender including amounts pledged, collected, and outstanding, concluding with the earlier of the collection of all outstanding pledges or receipt of the report for the quarter ending June 30, 2025;

(4) Provide the Lender, within 30 days after the start of each fiscal year of Borrower or more frequently as requested by the Lender, the Borrower’s projected operating budget for the next succeeding fiscal year in form and substance acceptable to Lender;

(5) Provide the Lender, within 30 days after the start of each of each fiscal year of Borrower or more frequently as requested by the Lender, the Borrower’s enrollment figures for the school year aligning with such fiscal year in detail acceptable to Lender; and

(6) Provide the Lender with such other information as it may reasonably request, and permit the Lender or its agent(s) to visit and inspect its properties and examine its books and records.

Section 4.10 Financial Covenants. The Borrower covenants and agrees that while this Agreement is in effect, the Borrower shall maintain the following financial covenants:

(1) Debt Service Coverage Ratio. As of fiscal year end of the Borrower, commencing with the year ending June 30, 2022, based upon the Borrower’s audited financial statements, the Debt Service Coverage Ratio of the Borrower for the applicable year shall not be less than 1.10 to 1.00;

(2) Bank Accounts. The Borrower shall maintain the Construction Draw Account with the Lender at least until all Project Costs are paid and all Construction Draw Account Funds including and Remaining Proceeds on deposit therein are disbursed as provided herein and in the Disbursing Agreement. The Borrower shall also maintain its primary demand deposit

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operating accounts and the Capital Campaign Account with the Lender during the term of the Note; and

(3) Senior Funded Debt to Total Net Assets Without Donor Restrictions Ratio. As of each fiscal year end of the Borrower, commencing with the year ending June 30, 2022, based on the Borrower’s audited financial statements, the Senior Funded Debt to Total Net Assets Without Donor Restrictions Ratio of the Borrower for the applicable year shall not be greater than 0.75 to 1.00.

Section 4.11 Access to Land and Facility. The Borrower grants to the Lender and to the Lender’s agents access to the Land and Facility at any reasonable time during normal business hours in order to inspect the Facility and the Borrower’s other property. Lender’s activities at the Land and Facility shall be conducted in a manner that minimizes disruption of the Borrower’s activities, taking into consideration the needs of teachers and students as reasonably understood by the Lender or as communicated by the Borrower to the Lender, and subject to the terms of any leases or licenses affecting the Land or the Facility.

Section 4.12 Access to Books and Inspection. The Borrower shall keep proper books of record and accounts with respect to the use and operation of the Facility and the Borrower’s other property, and, subject to any privacy laws applicable to Borrower, upon request of the Lender, provide any duly authorized representative of the Lender access during normal business hours to, and permit such representative to examine, copy or make extracts from, or audit any and all books, records and documents relating to the Project, the Borrower’s affairs and to inspect any of its facilities and properties. (The Lender shall be permitted to disclose the information contained therein to its legal counsel, its independent public accountants, any participating lenders, or in connection with any action to collect any indebtedness of the Borrower or to enforce this Agreement and the documents related hereto, or as otherwise permitted or required by law).

Section 4.13 IRS Audit Expenses. The Borrower agrees to pay any reasonable costs incurred by the City or the Lender as a result of the City’s or the Lender’s compliance with an audit, random or otherwise, by the Internal Revenue Service or the Minnesota Department of Revenue with respect to the Note or the Project.

Section 4.14 Capital Campaign; Use of Capital Campaign Account Funds.

(1) The Borrower agrees to continue conducting its Capital Campaign for the Project until Project Completion, and to deposit all collected Capital Campaign Contributions into the Capital Campaign Account upon receipt;

(2) Subject to Section 5.1 of this Agreement, the Borrower agrees that it will use all Capital Campaign Account Funds on deposit in or credited to the Capital Campaign Account after the date of this Agreement (subject to any prior written restriction from donors as to use of their Capital Campaign Contributions (without duplication, and recognizing that Capital Campaign Account Funds credited to the Capital Campaign Account are fungible and commingled with the other Capital Campaign Account Funds therein)) to pay scheduled payments of principal and interest on the Notes, to prepay principal amounts under the Notes, or for such other purposes that shall not cause the interest ratio on the Note to be taxable, as may be approved by Lender; and

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(3) The Borrower acknowledges and agrees that the Capital Campaign Accountand Capital Campaign Account Funds, are subject to a security interest in favor of the Lender pursuant to and as further described in the Pledge and Security Agreement.

(4) Upon payment in full of the Note, any amounts remaining on deposit in the Capital Campaign Account shall be released to the Borrower.

Section 4.15 Reports to City. Annually, not later than March 1, in every year while any portion of the Note remains outstanding, the Borrower agrees to provide a report to the City documenting the then-outstanding principal amount of the Note. This provision cannot be enforced by the Lender.

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ARTICLE V

PREPAYMENT OF LOAN

Section 5.1 Prepayment at Option of Borrower. The Borrower may at its option prepay the Loan, in whole or in part, on any date, by paying the principal amount to be prepaid, together with accrued interest thereon as further described in the Note without a prepayment premium or penalty if the funds for such prepayment are from general operations, grants, or capital contributions.

Otherwise any prepayment by the Borrower will be subject to a prepayment premium equal to the percentages set forth below applied to the prepaid amounts of the Principal Balance of the Note, or the entire outstanding Principal Balance of the Note in the event such amount is prepaid in full:

Prepayment Date Prepayment Premium

Note Date through May __, 2027 2% of Principal Prepaid

May __, 2027 through May __, 2031 1% of Principal Prepaid

May __, 2031 through May __, 2032 0% of Principal Prepaid

May __, 2032 through May __, 2037 2% of Principal Prepaid

May __, 2037 through May __, 2041 1% of Principal Prepaid

May __, 2041 through Final Maturity Date 0% of Principal Prepaid

Any partial prepayment shall be applied in the order described in the Note. At the date fixed for prepayment, funds shall be paid to the Lender at its registered address appearing on the Note.

On any principal payment date as set forth in the Note on which there is an amount in the Capital Campaign Account that is in excess of the amount necessary to pay the principal and interest due on such date, then such excess amount shall be applied as a prepayment on the Note on such principal payment date. No prepayment premium shall apply to any prepayment made from amounts in the Capital Campaign Account.

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ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES

Section 6.1 Events of Default. Any one or more of the following events is an Event of Default under this Agreement:

(1) If the Borrower shall fail to make (a) any payments required under Section 3.4 of this Agreement on the date due or (b) any other payment due under this Agreement on or before the date that the payment is due and such default continues for ten days thereafter;

(2) Except as elsewhere addressed in this Article VI, if the Borrower shall fail to observe and perform any other covenant, condition or agreement on its part under this Agreement for a period of 30 days after written notice, specifying such default and requesting that it be remedied, given to the Borrower by the City or the Lender, unless the default does not consist of the non-payment of money and cannot reasonably be cured within 30 days and the Lender shall agree in writing to an extension of such time prior to its expiration, or for such longer period as may be reasonably necessary to remedy such default provided that the Borrower is proceeding with reasonable diligence to remedy the same, and provided that such longer period does not place the Project at material risk;

(3) If the Borrower shall file a petition in bankruptcy or for reorganization or for an arrangement pursuant to any present or future federal bankruptcy act or under any similar federal or state law, shall consent to the entry of an order for relief pursuant to any present or future federal bankruptcy act or under any similar federal or state law, or shall make an assignment for the benefit of its creditors or shall admit in writing its inability to pay its debts generally as they become due, or if a petition or answer proposing the entry of an order for relief of the Borrower under any present or future federal bankruptcy act or any similar federal or state law shall be filed in any court and such petition or answer shall not be filed in any court and such petition or answer shall not be discharged or denied within 90 days after the filing thereof, or a receiver, trustee or liquidator of the Borrower of all or substantially all of the assets of the Borrower, or of the Project shall be appointed in any proceeding brought against the Borrower and shall not be discharged within 90 days after such appointment or if the Borrower shall consent to or acquiesce in such appointment, or if the estate or interest of the Borrower in the Project or a part thereof shall be levied upon or attached in any proceeding and such process shall not be vacated or discharged within 90 days after such levy or attachment; or if the Borrower shall be dissolved or liquidated or shall be merged with or is acquired by another business entity in violation of Section 4.2;

(4) If the articles of incorporation of the Borrower shall expire or be annulled; or if the Borrower shall be dissolved or liquidated (other than when a new entity assumes the obligations of the Borrower under the conditions permitting such action contained in Section 4.2);

(5) If any representation or warranty made by the Borrower herein, or by an officer or representative of the Borrower in any document or certificate furnished the Lender or the City in connection herewith or therewith or pursuant hereto or thereto, shall prove at any time to be, in any material respect, incorrect or misleading as of the date made;

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(6) If the Borrower shall default or fail to perform any covenant, condition or agreement on its part under the Mortgage, the Disbursing Agreement, or any other security document securing the Note, and such failure continues beyond the period set forth in such documents during which the Borrower may cure the default;

(7) Any state or federal tax lien shall be filed against the Borrower and shall remain undischarged for a period of 60 days;

(8) All or any portion of the Land or the Facility, or the legal, equitable or any other interest therein, shall be sold, transferred, assigned, leased, further encumbered (except as permitted herein or in the Mortgage) or otherwise disposed of, unless the prior written consent of the Lender is first obtained; provided that nothing in this Agreement prohibits the Borrower from entering into an agreement for sale of the Land and Facility where the Loan and all other amounts due under this Agreement and the other documents evidencing the Loan will be paid in full at the closing of the sale;

(9) If an “Event of Default” (as such term is defined in any other agreement or obligation of the Borrower to the Lender) shall occur under any other indebtedness of the Borrower to the Lender;

(10) If the Borrower, shall (a) fail to pay any indebtedness for borrowed money or any interest thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness, or (b) fail to perform or observe any term, covenant, or condition relating to any such indebtedness when required to be performed or observed, and such failure shall not be waived and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such failure to perform or observe is to accelerate or to permit the acceleration of, with the giving of notice required, the maturity of such indebtedness; or any such indebtedness shall be declared to be due and payable or be required to be prepaid (other than the regularly scheduled prepayment) prior to the stated maturity thereof; unless provision for the payment of such debt has been made in a manner satisfactory to the Lender;

(11) If Project Completion does not occur by the Project Completion Date;

(12) There is an event of default under that certain Loan Agreement dated of even date herewith between Carver and the Borrower (the “Carver Loan Agreement”) pledged to the Lender, the Carver Note, or any other documents issued in connection with the Carver Loan Agreement or the Carver Note; and

(13) If a default occurs under Sections 4.2, 4.5, 4.6, 4.8(2), or 4.10 hereof.

Section 6.2 Remedies. Whenever any Event of Default referred to in Section 6.1 hereof shall have happened and be subsisting, any one or more of the following remedial steps to the extent permitted by law may be taken by the City with the prior written consent of the Lender or by the Lender itself:

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(1) The Lender’s obligation to advance or disburse any further amounts under the Note and the Disbursing Agreement shall terminate. Notwithstanding anything to the contrary contained herein or in any other instrument evidencing or securing the Loan, the Lender may exercise the foregoing remedy upon the occurrence of an event that would constitute such an Event of Default but for the requirement that notice be given or that a period of grace or time elapse;

(2) The City, upon written direction of the Lender, or the Lender may declare all installments of the Loan (being an amount equal to that necessary to pay in full the Principal Balance plus accrued interest thereon and any premium of the Note assuming acceleration of the Note under the terms thereof and to pay all other indebtedness thereunder) to be immediately due and payable, whereupon the same shall become immediately due and payable by the Borrower;

(3) The Lender may foreclose the Mortgage and proceed against the collateral described therein;

(4) The Lender may exercise its rights and remedies under any security interest it holds and may, in addition to any other remedies, proceed and collect against the revenues and assets described in Section 4.4(2) herein;

(5) The City, upon written direction of the Lender (except as otherwise provided in Section 7.9 herein), or the Lender (in either case at no expense to the City) may take whatever action at law or in equity may appear necessary or appropriate to collect the amounts then due and thereafter to become due under this Agreement, or to enforce performance and observance of any obligation, agreement or covenant of the Borrower under this Agreement, the Disbursing Agreement, or the Mortgage;

(6) The City, upon written direction of the Lender, or the Lender may exercise any other remedy permitted under any other instrument evidencing or securing the Loan; and

(7) In addition to the remedies set forth in this Agreement, upon the occurrence of any Event of Default and thereafter while the same be continuing, the Borrower hereby irrevocably authorizes the Lender to set off all sums owing by the Borrower to the Lender against all deposits and credits of the Borrower, including without limitation funds in the Construction Draw Account, with, and any and all claims of the Borrower against, the Lender.

Section 6.3 Disposition of Funds. Notwithstanding anything to the contrary contained in this Agreement, any amounts collected pursuant to action taken under Section 6.2 hereof, except for any amounts collected solely for the benefit of the City under any of the provisions set forth in Section 7.9, shall, after deducting (a) all expenses incurred in collecting the same and (b) then accrued interest on the Note, the remainder of such amounts, if any, be applied as a prepayment of the Note in accordance with Section 5.1 hereof.

Section 6.4 Manner of Exercise. No remedy herein conferred upon or reserved to the City or the Lender is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised

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from time to time and as often as may be deemed expedient. In order to entitle the City or the Lender to exercise any remedy reserved to either of them in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required.

Section 6.5 Attorneys’ Fees and Expenses. In the event the Borrower should default under any of the provisions of this Agreement and the City or the Lender should employ attorneys or incur other expenses for the collection of amounts due hereunder or the enforcement of performance of any obligation or agreement on the part of the Borrower, the Borrower will on demand pay to the City or the Lender the reasonable fees and costs of such attorneys and such other expenses so incurred.

Section 6.6 Effect of Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. The Lender shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Lender and, then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.

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ARTICLE VII

GENERAL

Section 7.1 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or sent by certified or registered United States mail, return receipt requested, postage prepaid, with proper address as indicated below, or by commercial overnight delivery service with tracking service, postage prepaid, with proper address as indicated below. The City, the Borrower and the Lender may, bywritten notice given by each to the others, designate any address or addresses to which notices, certificates or other communications to them shall be sent when required as contemplated by this Agreement. Until otherwise provided by the respective parties, all notices, certificates and communications to each of them shall be addressed as follows:

To the City: City of Plymouth, Minnesota3400 Plymouth BoulevardPlymouth, Minnesota 55447-1448Attn: City Manager

To the Borrower: Southwest Christian High School, Inc.1981 Bavaria RoadChaska, Minnesota 55318-1462Attn: Head of School

To the Lender: Old National Bank1600 Utica Avenue South, Suite 400 St. Louis Park, Minnesota 55416Attn: Kelly Elkin, Mgr Govt & Nonprofit Banking

Section 7.2 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the City and the Borrower and their respective successors and assigns.

Section 7.3 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 7.4 Amendments, Changes and Modifications. Except for amendments made to Sections 4.7, 4.8, 4.9, 4.10 and 4.14, which amendments may be made by the Borrower and the Lender without the approval or consent of the City, and except as otherwise provided in this Agreement or in the Resolution, subsequent to the Closing date and before the Note is satisfied and discharged in accordance with its terms, this Agreement may not be effectively amended, changed, modified, altered, or terminated without the prior written consent of the Lender.

Section 7.5 Execution Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

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Section 7.6 Limitation of City’s Liability. It is understood and agreed by the Borrower and the Lender that no covenant of the City herein shall give rise to a pecuniary liability of the City or a charge against its general credit, or taxing powers. It is further understood and agreed by the Borrower and the Lender that the City shall incur no pecuniary liability hereunder, and shall not be liable for any expenses related hereto, including administrative expenses and fees and disbursements of the City’s attorney, Bond Counsel and fiscal consultant retained in connection therewith, all of which expenses the Borrower agrees to pay.

Section 7.7 City’s Attorneys’ Fees and Costs. If, notwithstanding the provisions of Section 7.6 hereof, the City incurs any expense, or suffers any losses, claims or damages, or incurs any liabilities in connection with the transaction contemplated by this Agreement, the Borrower will indemnify and hold harmless the City from the same and will reimburse the City for any reasonable legal or other expenses incurred by the City in relation thereto. The Borrower shall also reimburse the City for all other costs and expenses, including without limitation reasonable attorneys’ fees, paid or incurred by the City in connection with (i) the discussion, negotiation, preparation, approval, execution and delivery of this Agreement, the Note, the Pledge Agreement and the documents and instruments related hereto or thereto; (ii) any amendments or modifications hereto or to the Note, the Pledge Agreement and any document, instrument or agreement related hereto or thereto, and the discussion, negotiation, preparation, approval, execution and delivery of any and all documents necessary or desirable to effect such amendments or modifications; and (iii) the enforcement by the City during the term hereof or thereafter of any of the rights or remedies of the City hereunder or under the Note, the Pledge Agreement or any document, instrument or agreement related hereto or thereto, including, without limitation, costs and expenses of collection in the Event of Default, whether or not suit is filed with respect thereto.

Section 7.8 Release. The Borrower hereby acknowledges and agrees that the City shall not be liable to the Borrower, and hereby releases and discharges the City from any liability, for any and all losses, costs, expenses (including attorneys’ fees), damages, judgments, claims and causes of action, paid, incurred or sustained by the Borrower as a result of or relating to any action, or failure or refusal to act, on the part of the Lender with respect to this Agreement or the documents and transactions related hereto or contemplated hereby, including, without limitation, the exercise by the Lender of any of its rights or remedies pursuant to Article VI, the Note, the Pledge Agreement, the Disbursing Agreement, the Mortgage or any collateral security documents. The Borrower’s release of the City pursuant to the preceding sentence does not extend to the Lender following the assignment of the City’s rights to the Lender pursuant to the Pledge Agreement.

Section 7.9 Pledge and Assignment by City and Survivorship of Obligations. The City may pledge and assign its rights under this Agreement and any related documents to the Lender to secure payment of the principal of and interest and premium, if any, on the Note, conditioned upon the Lender’s assumption of the City’s and Lender’s obligations to the Borrower hereunder, except for the City’s obligations in connection with its representations in Section 2.1 hereof, which are not being assumed, but any such assignment shall not operate to limit or otherwise affect the following provisions hereof to the extent that they run to the City from the Borrower to which extent they shall survive any such assignment:

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Section 3.5 Section 6.5Section 4.1 Section 7.6Section 4.3 Section 7.7Section 4.13 Section 7.8

Upon any such pledge and assignment, the provisions immediately above running to the City from the Borrower for the City’s benefit shall run jointly and severally to the City and the Lender (if appropriate), provided that the City shall have the right to enforce any retained rights without the approval of the Lender but only upon prior written notice to the Lender and if the Lender is not enforcing such rights in a manner to protect the City or is otherwise taking action with respect thereto that brings adverse consequences to the City. The obligations of the Borrower running to the City and the Lender for the purpose of preserving the tax exempt status of the Note or otherwise for the City’s benefit under the foregoing Sections shall survive repayment of the Note and interest thereon. All other agreements, representations and warranties made in this Agreement shall survive the execution of this Agreement and the making of the Loan, and shall continue until the Lender receives payment in full of all indebtedness of the Borrower incurred under this Agreement.

Section 7.10 Required Approvals. Consents and approvals required by this Agreement to be obtained from the Borrower, the City or the Lender shall be in writing and shall not be unreasonably withheld or delayed.

Section 7.11 Termination Upon Retirement of Note. At any time when no Principal Balance on the Note remains outstanding, and arrangements satisfactory to the Lender and the City have been made for the discharge of all other accrued and contingent liabilities, if any, under this Agreement, this Agreement shall terminate, except as otherwise expressly provided in Section 7.9 or otherwise herein or in a separate writing signed by the Borrower, the City, and the Lender.

Section 7.12 Expenses of Lender. The Borrower shall pay or reimburse the Lender for any and all costs and expenses, including, without limitation, Lender’s fee identified in Section 3.2(14) hereof, attorneys’ fees, paid or incurred by the Lender in connection with (i) review, negotiation, preparation, and approval of this Agreement and any other document or agreement related hereto or thereto or the transactions contemplated hereby; (ii) the review, negotiation, preparation, and approval of any amendments, modifications or extensions to any of the foregoing documents, instruments or agreements, and the preparation and consummation of any and all documents necessary or desirable to effect such amendments, modifications or extensions; (iii) any appraisals, environmental assessments, surveys, or other reports relating to the Land which the Lender is authorized to seek, order or prepare pursuant to this Agreement or any other instrument evidencing or securing the Loan or is required to seek, order or prepare pursuant either to applicable laws or regulations or the Lender’s policies or procedures generally applicable to commercial mortgage loans by the Lender; (iv) any reasonable fees or costs charged to the Lender by an architect or other design, engineering or inspection professional engaged by the Lender to, among other things, inspect the construction of any approved improvements to the Land, or verify compliance thereof with applicable building and zoning laws; (v) all title insurance premiums, filing and recording fees and mortgage registration tax paid or payable in connection with the consummation of the transaction contemplated hereby; and (vi) the enforcement by the Lender during the term hereof or thereafter of any of the rights or remedies of the Lender under

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any of the foregoing documents, instruments or agreements or under applicable law, whether or not suit is filed with respect thereto (attorneys’ fees and costs are limited to reasonable fees and costs).

Section 7.13 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes any and all prior letters, proposals, contracts and understandings between the parties with respect to the same, including, but not limited to, any proposal or commitment letter, and such letters, proposals, contracts and understandings are hereby terminated.

Section 7.14 Further Assurances. At any time and from time to time, upon request by the Lender, the Borrower will make, execute and deliver or cause to be made, executed and delivered, to the Lender, any and all other further instruments, certificates and other documents as may, in the reasonable opinion of the Lender, be necessary or desirable in order to effectuate, complete, secure, or perfect, or to continue and preserve, the obligations of the Borrower hereunder and under any of the other documents related to the Loan. Upon any failure by the Borrower so to do after ten days written notice from the Lender, the Lender may make, execute and record any and all such instruments, certificates and documents for and in the name of the Borrower at the Borrower’s expense and the Borrower hereby irrevocably appoints the Lender its agent and attorney-in-fact of the Borrower so to do. The Borrower hereby understands, acknowledges and agrees that the Lender may prepare and file such UCC financing statements or similar instruments as may be necessary to perfect the Lender’s security interest in any real or personal property pledged by the Borrower as security for the Loan.

Section 7.15 Waiver of Jury Trial. BORROWER WAIVES ANY RIGHT TO TRIAL BY JURY UNDER ANY ACTION OR PROCEEDING ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, THE NOTE, THE DISBURSING AGREEMENT, OR ANY OTHER DOCUMENT RELATED TO THE LOAN.

Section 7.16 Governing Law and Construction. The validity, construction and enforceability of this Agreement shall be governed by the internal laws of the state, without giving effect to conflict of laws or principles thereof, but giving effect to federal laws of the United States applicable to national banks. Whenever possible, each provision of this Agreement and any other statement, instrument or transaction contemplated hereby or relating hereto, shall be interpreted in such manner as to be effective and valid under such applicable law, but, if any provision of this Agreement or any other statement, instrument or transaction contemplated hereby or relating hereto shall be held to be prohibited or invalid under such applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or any other statement, instrument or transaction contemplated hereby or relating hereto.

Section 7.17 Consent to Jurisdiction and Venue. At the option of Lender, this Agreement and the Note may be enforced in any federal court or state court sitting in Hennepin or CarverCounty, Minnesota; and Borrower consents to the jurisdiction and venue of any such court and waives any argument that venue in such forums is not convenient. If Borrower commences any action in another jurisdiction or venue under any tort or contract theory arising directly or indirectly from the relationship created by this Agreement, Lender at its option shall be entitled to have the

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case transferred to one of the jurisdictions and venues above described, or if such transfer cannot be accomplished under applicable law, to have such case dismissed without prejudice.

Section 7.18 USA Patriot Act. Federal law requires all financial institutions to obtain, verify and record certain information to verify the identity of each person or entity that opens an account, including deposit accounts, treasury management accounts, loan accounts or other extensions of credit, or other financial services. Lender will ask Borrower for Borrower’s name, address, taxpayer identification number and such other information as will allow Lender to identify Borrower. Lender will also ask an individual with significant responsibility for managing Borrower, for the same or similar information pertaining to such individual. Lender will verify and record the information and will retain and maintain the record as required by the USA Patriot Act and implementing regulations. Borrower warrants and represents that the information it provides to Lender for these purposes is and will be correct and accurate.

Section 7.19 Non-Responsibility. Neither the City nor the Lender assumes liability for the sufficiency of Note proceeds plus amounts on deposit in the Construction Draw Account to complete the Project.

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IN WITNESS WHEREOF, the City and the Borrower have caused this Agreement to be executed in their respective names all as of the date first above written.

City of Plymouth, Minnesota

By ____________________________________Mayor

By ____________________________________City Manager

Loan Agreement between the City of Plymouth, Minnesota andSouthwest Christian High School, Inc.

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Southwest Christian High School, Inc.

By ____________________________________Its_____________________________________

Loan Agreement between the City of Plymouth, Minnesota andSouthwest Christian High School, Inc.

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72995398v3

AGREEMENT TO PURCHASE(Series 2022B Note)

April __, 2022(Dated Date)

Southwest Christian High School, Inc.1981 Bavaria RoadChaska, MN 55318-1462

City of Plymouth, Minnesota3400 Plymouth RoadPlymouth, MN 55447-1448

Ladies and Gentlemen:

Old National Bank, a national banking association (the "Purchaser"), hereby agrees to purchase from the City of Plymouth, Minnesota (the "Issuer") the Issuer's $10,000,000 Educational Facilities Revenue Note, Series 2022B (Southwest Christian High School Project) (the "Series 2022B Note") subject to the conditions hereinafter described. The proceeds of the Series 2022B Note will be loaned and disbursed to, or at the direction of, Southwest Christian High School, Inc.(the "Borrower") for the purpose of (i) financing, in part, the acquisition, construction, and equipping of an athletic field house and related facilities at the Borrower's high school facility located at 1981 Bavaria Road in the City of Chaska, Minnesota; (ii) funding any required reserve funds; and (iii) paying all or a portion of the costs of issuance (collectively, the "Project").

The Series 2022B Note will be issued with an initial fixed interest rate per annum equal to 2.89%. On the tenth anniversary of the Series 2022B Note, the rate will be adjusted to a fixed interest rate per annum equal to [seventy-nine percent (79%) of an index which is the weekly average yield on United States Treasury Securities, adjusted to a constant maturity of ten (10) yearsin effect on the Business Day immediately preceding the Rate Reset Date] plus 125 basis points.

The Series 2022B Note shall be subject to other terms and conditions including the terms attached hereto as Exhibit A and as contained in the 2022B Note and in the Loan Agreement, dated as of the closing date of the Series 2022B Note, between the Issuer and the Borrower (the "Loan Agreement") governing the Borrower's obligation to repay the loan evidenced by the Series 2022B Note, and containing financial covenants, security provisions and other terms and conditions acceptable to the Purchaser and the Borrower. The Issuer will pledge and assign its interest in the Loan Agreement to the Purchaser pursuant to a Pledge Agreement, dated as of the closing date of the Series 2022B Note, between the Issuer and the Borrower (the "Pledge Agreement").

The Purchaser's purchase of the Series 2022B Note is not contingent upon the purchase by the Purchaser of any notes, bonds or other obligation to be issued in the future by the Issuer or any other issuer to finance a portion of the Project.

The Purchaser's purchase of the Series 2022B Note is subject to satisfaction of certain closing conditions, including approval of the issuance of the Series 2022B Note by the Minnesota

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Department of Employment and Economic Development, and final legal documentation satisfactory to Purchaser, including without limitation, the Series 2022B Note, the Loan Agreement, the Pledge Agreement, a Combination Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement dated as of the closing date by the Borrower in favor of the Purchaser, a Disbursing Agreement dated as of the closing date between the Borrower, the Purchaser, and the disbursing agent named therein, an Environmental Indemnification Agreement dated as of the closing date by the Borrower in favor of the Purchaser, and a Pledge and Security Agreement dated as of the closing date by the Borrower in favor of the Purchaser.

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IN WITNESS WHEREOF, the Purchaser has caused this Agreement to Purchase to be executed in its name, all as of the Dated Date.

OLD NATIONAL BANK

By:____________________________________ Kelly L. Elkin

Its Corporate Banking Executive & Manager, Government & Nonprofit Banking

[Execution Page for Agreement to Purchase]

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IN WITNESS WHEREOF, the Borrower has caused this Purchase Agreement to be executed in its name, all as of the Dated Date.

SOUTHWEST CHRISTIAN HIGH SCHOOL, INC.

By:____________________________________Its: ___________________________________

[Execution Page for Agreement to Purchase]

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IN WITNESS WHEREOF, the Issuer has caused this Purchase Agreement to be executed in its name as of the Dated Date.

CITY OF PLYMOUTH, MINNESOTA

By:____________________________________ Mayor

By:____________________________________ City Manager

[Execution Page for Agreement to Purchase]

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A-1

EXHIBIT A

LOAN TERMS

Principal Amount: $10,000,000

Maturity Date: 20 years

Amortization: Amortization Schedule

Number of Payments

Number of Months Over

Which Amortization

Occurs

Payments Dates

Type of Payment

Interest Rate

16 monthlypayments

No amortization June 15, 2022 through

September 15, 2023

Interest Only 2.89%

24 monthlypayments

No amortization October 15, 2023 through

September 15, 2025

Interest Only 2.89%

2 annualpayments

N/A On or before each of

September 30, 2024 and

September 30, 2025

Principal Only

2.89%

195 monthlypayments

276 month amortization

October 15, 2025 through

[May __], 2042

Principal & Interest

2.89% through [May __], 2032 and thereafter at the Adjusted Rate

Interest Rate: During the period beginning on the date of the Note until [May __], 2032 ("Rate Reset Date"), the rate of interest payable the Note under shall initially be equal to 2.89 percent per annum ("Initial Rate"). On the Rate Reset Date the interest rate on the Note will be adjusted to a fixed rate per annum equal to: [seventy-nine percent (79%) of an index which is the weekly average yield on United States Treasury Securities, adjusted to a constant maturity of ten (10) years in effect on the Business Day immediately preceding the Rate Reset Date] plus 125 basis points (the "Adjusted Rate"). Such index may be substituted as described in the Series 2022B Note.

Payments: Payments shall be made as provided in the Amortization schedule above, such schedule subject to replacement following the Rate Reset Date to

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reflect the Adjusted Rate and the then current payment schedule and amortization.

Prepayment: The Series 2022B Note will be subject to optional prepayment by the Borrower on any date without a prepayment premium if the funds for such prepayment are from general operations, grants, or capital contributions.

Otherwise, the Series 2022B Note will be subject to optional prepayment by the Borrower on any date, subject to a prepayment premium equal to the percentages set forth below applied to the prepaid amounts of the Principal Balance of the Series 2022B Note, or the entire outstanding Principal Balance of the Note in the event such amount is prepaid in full:

Prepayment Date Prepayment Premium

Note Date through May __, 2027 2% of Principal Prepaid

May __, 2027 through May __, 2031 1% of Principal Prepaid

May __, 2031 through May __, 2032 0% of Principal Prepaid

May __, 2032 through May __, 2037 2% of Principal Prepaid

May __, 2037 through May __, 2041 1% of Principal Prepaid

May __, 2041 through Final Maturity Date

0% of Principal Prepaid

Any partial prepayment shall be applied in the order described in the Note. At the date fixed for prepayment, funds shall be paid to the Purchaser at its registered address appearing on the Series 2022B Note.

Definitions: "Business Day" means any day that the Purchaser is open for business and excludes all Saturdays, Sundays and federally designated bank holidays.

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72996405v3

UNITED STATES OF AMERICASTATE OF MINNESOTACOUNTY OF HENNEPIN

CITY OF PLYMOUTH, MINNESOTA

Educational Facilities Revenue Note, Series 2022B(Southwest Christian High School Project)

Date of Note: [May __], 2022 $10,000,000

FOR VALUE RECEIVED the City of Plymouth, Minnesota, Hennepin County, Minnesota (the “City”) hereby promises to pay to the order of Old National Bank, a national banking association, in St. Louis Park, Minnesota, its successors or registered assigns (the “Lender”), from the source and in the manner hereinafter provided, the principal sum of TEN MILLION DOLLARS ($10,000,000), or so much thereof as has been advanced and remains unpaid from time to time (the “Principal Balance”), with interest thereon from the date hereof until paid or otherwise discharged as set forth in Paragraph 1 below, in any coin or currency which at the time or times of payment is legal tender for the payment of public or private debts in the United States of America, in accordance with the terms hereinafter set forth.

1. Interest Rate.

(a) During the period beginning on the date of this Note until [May __], 2032 the (“Rate Reset Date”), the initial fixed rate of interest payable hereunder shall be equal to 2.89percent per annum (the “Initial Rate”). On the Rate Reset Date the interest rate on this Note will be adjusted to a fixed rate per annum equal to: [seventy-nine percent (79%) of the Index in effect on the Business Day immediately preceding the Rate Reset Date] plus 125 basis points (the “Adjusted Rate”). The “Index” means an independent index which is the weekly average yield on United States Treasury Securities, adjusted to a constant maturity of ten (10) years. “Business Day”means any day that the Lender is open for business and excludes all Saturdays, Sundays and federally designated bank holidays.

(b) During the period beginning on the Rate Reset Date and ending on [May __], 2042, (the “Final Maturity Date”), the Adjusted Rate shall continue in effect on a per annum basis.

(c) The interest rates referred to in this Note are not necessarily the lowest rates charged by the Lender on its loans. If the Lender determines, in its sole discretion, that, as of the Rate Reset Date, the Index has become unavailable or unreliable, either temporarily, indefinitely, or permanently, the Lender may amend this Note by designating a substantially similar substitute index. The Lender may also amend and add a positive or negative margin (percentage added to or subtracted from the substitute index value) as part of the rate determination on the Rate Reset Date. In making these amendments, the Lender may take into consideration any then-prevailing market convention for selecting a substitute index and margin for the specific Index that is unavailable or unreliable. Such an amendment to the terms of this Note will become effective and bind the Borrower (defined below) on the Rate Reset Date, provided the Lender has given at least 10 Business Days written notice to the Borrower without any action or consent of the Borrower. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum

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rate allowed by applicable law. On the Rate Reset Date, the Lender, at its option, may do one or more of the following: (i) increase the Borrower’s payments to ensure this Note will pay off by its original final maturity date, (ii) increase the Borrower’s payments to cover accruing interest, (iii) increase the number of the Borrower’s payments, or (iv) continue the Borrower’s payments at the same amount and increase Borrower’s final payment. The Lender will tell the Borrower the current index rate upon the Borrower’s request. The interest rate change will not occur more often than on the Rate Reset Date. Adjustment shall become effective the next Business Day after publication or announcement of the index change. The Borrower understands that the Lender may make loans based upon other rates and indices as well.

2. Repayment.

(a) Interest on this Note shall be payable in 40 monthly installments in arrears on the 15th day of each month commencing on June 15, 2022, and continuing through and including September 15, 2025, provided that the interest payment due on June 15, 2022, shall be the prorated amount from the date hereof to such payment date.

(b) Minimum annual principal reduction payments shall be made on or before September 30, 2024 in an amount not less than $278,400 and on or before September 30, 2025 in an amount not less than $286,400.

(c) Principal and interest on this Note shall be payable on the 15th day of each month in arrears commencing October 15, 2025 and continuing thereafter until the Final Maturity Date and in such amounts as are required to amortize the Principal Balance in accordance with the Amortization Schedule below, together with accrued interest thereon at the interest rate then in effect hereunder (such schedule subject to replacement following the Rate Reset Date to reflect the then current payment schedule and amortization).

3. Amortization Schedule

Number of Payments

Number of Months Over Which Amortization Occurs

Payments Dates

Type of Payment

Interest Rate

16 monthlypayments

No amortization June 15, 2022 through

September 15, 2023

Interest Only 2.89%

24 monthlypayments

No amortization October 15, 2023 through

September 15, 2025

Interest Only 2.89%

2 annualpayments

N/A On or before each of September 30,

2024 and September 30,

2025

Principal Only 2.89%

195 monthlypayments

276 month amortization October 15, 2025 through

[May __], 2042

Principal & Interest

2.89% through [May __], 2032, and thereafter at the Adjusted Rate

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(a) A final installment of the then outstanding Principal Balance hereunder shall be due and payable on the Final Maturity Date, together with all then accrued and unpaid interest hereunder (adjusted by any default rate, service charge, late payment fees, or additional advances then due).

4. General Terms. In any event, the payments hereunder shall be sufficient to pay all principal and interest due, as such principal and interest becomes due, and to pay any premium or service charge, at maturity, upon prepayment, or otherwise. Interest shall be computed on an actual/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. Unless required by applicable law, and prior to any default being declared, payments will be applied first to any accrued unpaid interest; then to principal, then to any escrow, then to any late charges, and then to any unpaid collection costs. If a payment date falls on a Saturday, Sunday, or federally designated bank holiday, the obligation will continue to incur interest until the payment is applied, and the payment will be applied (first to interest) on the next Business Day. For the purposes of this Note, principal and interest and premium, if any, due hereunder shall be payable at the principal office of the Lender, or at such other place as the Lender may designate in writing.

5. Optional Call or Put. The Lender or the Borrower, with 90 days prior written notice (as hereinafter defined) to the other party, has the option to require or choose repayment in full of the then-remaining outstanding principal and interest on this Note plus accrued interest thereon on [May __], 2032.

6. Purpose of Note. This Note is issued by the City to provide funds pursuant to a Loan Agreement dated as of the date hereof (the “Loan Agreement”) by and between the City and Southwest Christian High School, Inc., a Minnesota nonprofit corporation (the “Borrower”), for a project consisting of financing, in part, the acquisition, construction, and equipping of an athletic field house and related facilities at the Borrower’s high school facility located at 1981 Bavaria Road in the City of Chaska, Minnesota; (ii) funding any required reserve funds; and (iii) paying all or a portion of the costs of issuance (collectively, the “Project”). This Note is further issued pursuant to and in full compliance with the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Sections 469.152 to 469.165, and pursuant to a resolution of the City Council of the City duly adopted on April 12, 2022 (the “Resolution”).

7. Security for Note. This Note is secured by a Pledge Agreement dated as of the date hereof between the City and the Lender (the “Pledge Agreement”) and is further secured by aCombination Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement, dated as of the date hereof between the Borrower, as mortgagor, and the Lender, as mortgagee (the “Mortgage”) and certain other assignments, security agreements, guaranties, financing statements, and other instruments evidencing or securing the Loan as may be required by the Lender.

8. City Waivers; Limitation on Extension of Final Maturity Date. The City, for itself, its successors and assigns, hereby waives demand, presentment, protest and notice of dishonor; and to the extent permitted by law, the Lender may extend interest and/or principal of or any

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service charge or premium due on this Note, including the Final Maturity Date, or release any part or parts of the property and interest subject to the Mortgage or to any other security document from the same, all without notice to or consent of any party liable hereon or thereon and without releasing any such party from such liability and whether or not as a result thereof the interest on this Note is no longer exempt from the federal or state income tax. In no event, however, may the Final Maturity Date of this Note be extended beyond 30 years from the date hereof.

9. Prepayment. This Note is subject to prepayment in immediately available funds on any date at the option of the Borrower, in whole or in part by paying principal, interest and premium, if any, then due, as provided in Section 5.1 of the Loan Agreement and this Note. To exercise this option, the Borrower must give written notice in the name of the City to the Lender or its successor in ownership of the Note (a “Holder”) not less than 30 days prior to the date fixed for prepayment; provided that the Holder may waive or provide alternative notice requirements. The prepayment price is equal to the outstanding principal amount of this Note to be prepaid plus accrued interest plus a premium, if any, as provided in Section 5.1 of the Loan Agreement. At the date fixed for prepayment, funds must be paid to the Holder at its registered address.

In the event of any partial prepayment of this Note, the Lender shall apply any such prepayment against the accrued interest on the Principal Balance and then against the outstanding principal amount of this Note. Except as provided in the preceding paragraph, the monthly payments due under Paragraph 3 hereof, shall continue to be due and payable in full until the entire Principal Balance, accrued interest and any premium due on this Note have been paid.

10. Change in Maximum Federal Corporate Tax Rate. The interest rate on this Note shall be subject to further adjustment by the Lender if there is a change in the Maximum Federal Corporate Tax Rate as a result of a change in law. The Lender shall provide the Borrower with 30 days’ notice of any such adjustment and resulting interest rate. For purposes of this paragraph, “Maximum Federal Corporate Tax Rate” means the maximum rate of income taxation imposed on corporations pursuant to Section 11(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as in effect from time to time, or, if as a result of a change in the Code, the rate of income taxation imposed on corporations generally shall not be applicable to the Lender, the maximum statutory rate of federal income taxation which would apply to the Lender. The adjustment in interest rate will be equal to: (a) the interest rate before the adjustment multiplied by (1 minus the new Maximum Federal Corporate Tax Rate), divided by (b) .79.

11. Determination of Taxability; Taxable Rate. Upon a Determination of Taxability, as defined in the Loan Agreement, this Note shall convert to a taxable obligation and the interest rate for interest accruing from the Date of Taxability, as defined in the Loan Agreement, shall be adjusted to an interest rate per annum equal to the then current Taxable Rate. “Taxable Rate” is defined as follows: the rate then in effect divided by .79. Any interest accruing from the Date of Taxability which is retroactively due as a result of the interest rate adjustment shall be payable on the first day of the following month along with regularly scheduled principal payment and interest accruing from the previous payment date at the Taxable Rate. If applicable, the interest rate shall thereafter be adjusted on the Rate Reset Date to the Taxable Rate in effect on such date. All such adjustments to the interest rate shall be made and become effective as of the Rate Reset Date and the interest rate as adjusted shall remain in effect through and including the day immediately preceding the Final Maturity Date.

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12. Note Transfer. As provided in the Resolution and subject to certain limitations set forth therein, this Note is only transferable upon the books of the City at the office of the City Manager, by the Lender in person or by its agent duly authorized in writing, at the Lender’s expense, upon surrender hereof together with a written instrument of transfer satisfactory to the City Manager, duly executed by the Lender or its duly authorized agent. Upon such transfer the City Manager will note the date of registration and the name and address of the new registered owner in the registration blank appearing below. The City may deem and treat the person in whose name this Note is last registered upon the books of the City with such registration noted on this Note, as the absolute owner hereof, whether or not overdue, for the purpose of receiving payment of or on the account of the Principal Balance, redemption price or interest and for all other purposes, and all such payments so made to the Lender or upon such person’s order shall be valid and effective to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid, and the City shall not be affected by any notice to the contrary.

13. Incorporation of Other Documents. All of the agreements, conditions, covenants, provisions and stipulations contained in the Resolution, the Mortgage, the Loan Agreement, and the Pledge Agreement are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein.

14. Limitation of City’s Liability. This Note and interest thereon and any service charge or premium, if any, due hereunder are payable solely from the revenues and proceeds derived from the Loan Agreement, the Mortgage and any other documents securing the Note and do not constitute a debt of the City within the meaning of any constitutional or statutory limitation, are not payable from or a charge upon any funds other than the revenues and proceeds pledged to the payment thereof, and do not give rise to a pecuniary liability of the City or any of its officers, agents or employees, and no holder of this Note shall ever have the right to compel any exercise of the taxing power of the City to pay this Note or the interest thereon, or to enforce payment thereof against any property of the City, and this Note does not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, and the agreement of the City to perform or cause the performance of the covenants and other provisions herein referred to shall be subject at all times to the availability of revenues or other funds furnished for such purpose in accordance with the Loan Agreement, sufficient to pay all costs of such performance or the enforcement thereof.

15. Late Payment Fee; Default Rate Margin. Any monthly payment of principal or interest not made within ten (10) days after the due date shall be subject to a late payment fee equal to five percent (5.0%) of the unpaid portion of the regularly scheduled payment or Fifty Dollars ($50.00), whichever is greater, but in any event not to exceed the amount permitted by applicable law. Late payment fees shall apply individually to all payments past due. This provision shall not be deemed to excuse a late payment or be deemed a waiver of any other rights the Lender may have, including the right to declare the entire unpaid principal and interest immediately due and payable. Lender shall charge a dishonored item fee (currently Thirty Dollars ($30.00), subject to change from time to time) upon the dishonor of any check or preauthorized charge with which payments of principal or interest on this Note are made.

Upon the occurrence and continuation of an Event of Default (as that term is defined in the Mortgage and the Loan Agreement), including failure to pay upon final maturity, and irrespective

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of whether the Lender exercises its option to accelerate the maturity of this Note by reason of such Event of Default, Lender, at its option may, as permitted under applicable law, add any unpaid accrued interest to the Principal Balance of the Note.

If an Event of Default shall occur, and during the continuance of such Event of Default, including failure to pay upon final maturity, the Lender, at its option, may, as permitted under applicable law, increase the interest rate on this Note to three percent (3.0%) (the “Default Rate Margin”) above the then applicable interest rate of this Note. The Default Rate Margin may also apply, at the Lender’s option, to each succeeding interest rate change that would have applied had there been no default. This increased rate shall never exceed the maximum rate permitted by applicable law.

16. Event of Default. If an Event of Default shall occur, then the Lender shall have the right and option, among other things, to declare the Principal Balance and accrued interest thereon immediately due and payable, whereupon the same, plus any premiums or service charges, shall be due and payable, but solely from sums made available under the Loan Agreement, the Mortgage, and any other documents securing the Note. Failure to exercise such option at any time shall not constitute a waiver of the right to exercise the same at any subsequent time.

17. Remedies. The remedies of the Lender, as provided herein and in the Mortgage, the Loan Agreement and the Pledge Agreement, are not exclusive and shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Lender, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof.

18. Lender Waiver. The Lender shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Lender and, then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.

19. No Registration Under Securities Laws. This Note has been issued without registration under state or federal or other securities laws, pursuant to an exemption for such issuance; and accordingly this Note may not be assigned or transferred in whole or part, nor may a participation interest in this Note be given pursuant to any participation agreement, except to another “accredited investor” or “financial institution” in accordance with an applicable exemption from such registration requirements and with full and accurate disclosure of all material facts to the prospective purchaser(s) or transferee(s).

20. Qualified Tax-Exempt Obligation. The City has designated this Note as a “qualified tax-exempt obligation” under Section 265(b) of the Internal Revenue Code of 1986, as amended.

[Remainder of page left blank intentionally. Signature page immediately follows.]

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IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts and things required to exist to happen and to be performed precedent to or in the issuance of this Note do exist, have happened and have been performed in regular and due form as required by law.

IN WITNESS WHEREOF, the City has caused this Note to be duly executed in its name by the manual signatures of the Mayor and City Manager, the seal of the City having been intentionally omitted as permitted by law, and has caused this Note to be dated as of the date first written above.

CITY OF PLYMOUTH, MINNESOTA

By ____________________________________Its Mayor

And By ________________________________Its City Manager

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PROVISIONS AS TO REGISTRATION

The ownership of the unpaid Principal Balance of this Note and the interest accruing thereon is registered on the books of the City of Plymouth, Minnesota in the name of the holder last noted below.

Date ofRegistration

Name and AddressRegistered Owner

Signature ofCity Manager

, 2022

Old National Bank1600 Utica Avenue South Suite 400St. Louis Park, MN 55416

304

Combo Mortgage-Plymouth-SWCHS-040122

After recording return to:Commercial Partners Title200 South Sixth St., Ste. 1300Minneapolis MN 55402File #59534

Send Tax Statements to:Southwest Christian High School, Inc.1981 Bavaria RoadChaska, MN 55318Attn: Head of School

COMBINATION MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT

bySOUTHWEST CHRISTIAN HIGH SCHOOL, INC., as Mortgagor

in favor ofOLD NATIONAL BANK, as Mortgagee

Dated as of [May __, 2022]

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE MAXIMUM INDEBTEDNESS SECURED BY THIS MORTGAGE IS $10,000,000.00 UNDER CHAPTER 287 OF MINNESOTA STATUTES.

This Mortgage constitutes a fixture financing statement under Minnesota Statutes, Section 336.9-502, as amended, and contains after-acquired property provisions.

This indebtedness secured by this Mortgage matures on [May__, 2042].

This instrument drafted by:

TK Law PLC (TK)204 Seventh Street W., #215Northfield, Minnesota 55057

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Combo Mortgage-Plymouth-SWCHS-040122

TABLE OF CONTENTS

ARTICLE I – Definitions and Exhibits 4

ARTICLE II – General Covenants, Agreements, Representations and Warranties 7

ARTICLE III – Insurance 12

ARTICLE IV – Security Agreement; Fixture Financing Statement 14

ARTICLE V – Application of Insurance and Condemnation Awards 17

ARTICLE VI – Assignment of Leases and Rents 20

ARTICLE VII – Events of Default and Remedies 22

ARTICLE VIII – Rights of Mortgagee 26

ARTICLE IX – Miscellaneous 28

Exhibit A - Legal DescriptionExhibit B - Permitted Encumbrances

306

Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Loan Date: May __, 2022Document Title: Combination Mortgage,

Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement

1

THIS COMBINATION MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT, (as amended, modified, or supplemented, the “Mortgage”) dated as of the [____] day of May, 2022 made and given bySOUTHWEST CHRISTIAN HIGH SCHOOL, INC., a Minnesota nonprofit corporation (the “Mortgagor”) in favor of OLD NATIONAL BANK, a national banking association (the “Mortgagee”);

RECITALS:

WHEREAS, the City of Plymouth, Minnesota (the “City”) has issued its Educational Facilities Revenue Note, Series 2022B (Southwest Christian High School Project) in the original principal amount of $10,000,000 (as amended or supplemented, the “Note) in favor of Mortgagee;

WHEREAS, the City will loan the proceeds of the Note to Mortgagor (the “Loan”) pursuant to a Loan Agreement dated as of the date hereof, between the City and Mortgagor (as amended or supplemented, the “Loan Agreement”) for purposes to include financing a portion of the acquisition, construction, and equipping of a an athletic field house and related facilities to be located on the Land (the “Project”), and the City’s interests in the Loan Agreement, except for certain reserved rights, have been assigned to Mortgagee pursuant to a Pledge Agreement, dated of even date herewith, between the City and Mortgagee (as amended or supplemented, the “Pledge Agreement”, together with the Note, the Loan Agreement, and all other documents evidencing or securing the Loan referred to herein or in the Disbursing Agreement, as the same may be amended or supplemented from time to time, the “Loan Documents”); and

WHEREAS, as security for the payment and performance of the Indebtedness and Obligations described herein, Mortgagee and Mortgagor are entering into this Mortgage;

GRANTING CLAUSES

NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated herein by reference, and of the Loan and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and for the purpose of securing the Obligations, Mortgagorgrants, bargains, sells, conveys, and assigns to Mortgagee, its successors and assigns, a lien on and security interest in, and mortgages and pledges to Mortgagee, its successors and assigns, forever, with power of sale, the following (all interests of Mortgagor in the Land, the Improvements, the Collateral and all other property of Mortgagor covered by these Granting Clauses hereof, as they may at any time exist, referred to collectively as the “Mortgaged Property”):

All of Mortgagor’s right, title and interest in and to:

I - LAND AND IMPROVEMENTS

The tracts, parcels and interests in the real property legally described on Exhibit A hereto, as itmay be increased or decreased from time to time in compliance with the terms hereof, referred to herein as the “Land”);

307

Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Loan Date: May __, 2022Document Title: Combination Mortgage,

Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement

2

The buildings, structures and other improvements now standing or at any time hereafter constructed or placed upon the Land (the “Improvements”, and the Improvements collectively with the Land, referred to herein as the “Premises”);

All building materials, supplies and equipment now or hereafter located on the Premises and suitable or intended to be incorporated in any building, structure, or other improvement located or to be erected on the Land, including stored materials wherever located to be used in connection with the construction of the Improvements, (ii) all additions, accessions, increases, parts, fittings, accessories, replacements, substitutions, betterments, repairs and proceeds to and of any and all of the foregoing, and (iii) all hereditaments, easements, appurtenances, estates, access rights, and other rights and interests now or hereafter belonging to or in any way pertaining to the Land or to the Improvements or any building or other improvement now or hereafter located thereon.

II - FIXTURES

All lighting, heating, cooling, ventilating, air conditioning, sprinkling and plumbing fixtures, water, power and energy systems, engines and machinery, boilers, furnaces, oil burners, elevators and motors, communication and security systems, dynamos, transformers, electrical equipment and all other fixtures of every description which are now or may hereafter be placed or located in or on, or used, or intended to be used, in connection with the Land or any building now or hereafter located thereon, and all additions, accessions, increases, parts, fittings, accessories, replacements, substitutions, betterments, repairs and proceeds to and of any and all of the foregoing (collectively, the “Fixtures”).

III - INVENTORY

All inventory as defined in the UCC, wherever located, whether jointly or severally owned, and whether now existing or hereafter acquired used or usable in connection with Mortgagor’s business at the Premises.

IV – PERSONAL PROPERTY

All personal property of every kind and nature, located at the Premises, whether now owned or hereafter acquired or arising, whether jointly or severally owned by Mortgagor, including all goods as defined in the UCC (including equipment, furniture, machinery, farm products, consumer goods and any accessions thereto) (other than any such personal property leased by Mortgagor) and all records of anykind relating to the foregoing, together with all cash proceeds, non-cash proceeds and products thereof, additions and accessions thereto, replacements and substitutions thereof.

V - AWARDS

Any and all its respective awards or compensation made by any governmental or other lawful authorities for the taking or damaging by eminent domain of the whole or any part of the Premises or the Collateral, including any award for a temporary taking, change of grade of streets or taking of access, and any and all insurance proceeds for loss or damage to the Improvements or the Collateral(collectively, the “Awards”).

308

Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Loan Date: May __, 2022Document Title: Combination Mortgage,

Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement

3

VI – LEASES AND RENTS

All right, title and interest in and to: (i) any and all present or future leases, subleases, occupancy agreements, license agreements, tenancies, or agreements whether written or oral, covering or affecting any or all of the Mortgaged Property, and any guaranties of any of the foregoing (all of which, together with any and all extensions, modifications and renewals thereof, are hereinafter collectively referred to as the “Leases” and each of which is referred to as a “Lease”); and (ii) all rents, income, profits, revenues, and other avails, issues or payments of any kind due or payable or to become due or payable to or by Mortgagor by virtue of any Leases, whether written or oral, or otherwise due and payable or to become due and payable (all of which are hereinafter collectively referred to as “Rents”), whether the Rents accrue before or after foreclosure of this Mortgage or during the periods of redemption thereof as more fully provided in Article VI hereof.

VII – INSURANCE PROCEEDS

All insurance proceeds in any way pertaining to the Mortgaged Property and each and every right of Mortgagor to the payment of money arising out of the sale, lease or other disposition of any of the Mortgaged Property by Mortgagor.

VIII - CONTRACTS

All plans; specifications; maps; surveys; studies; reports; permits; licenses; architectural, engineering, development, construction, management, maintenance, service and other contracts; contract rights; books of account; and other documents, of whatever kind or character, relating to the use, development, construction upon, occupancy, leasing, management, sale or operation of the Premises.

IX – DEPOSIT ACCOUNTS, BANK ACCOUNTS, SECURITIES ACCOUNTS

Any proceeds of the Note held prior to disbursement, the Construction Draw Account, the Capital Campaign Account and any other deposit account (as defined in the UCC) or bank account of Mortgagor held by Mortgagee or its affiliates, and all securities accounts of Mortgagor held by Mortgagee or its affiliates, whether any of the foregoing deposit accounts, bank accounts, or securities accounts are now or hereafter existing, all existing and future cash, money or other funds from time to time deposited or credited to the foregoing accounts, all existing and future interest whether now accrued or hereafter accruing and other earnings on the foregoing accounts or funds therein, together with all deposit entitlements and securities entitlements with respect to money, funds, financial assets, and investment property credited thereto, and all substitutions and replacements for, all products and proceeds of, and all other rights in connection with, any of the foregoing whether now or hereafter existing.

X - MISCELLANEOUS

All of the foregoing whether now existing or hereafter acquired; and all accessions, attachments, accessories, replacements of and additions to any of the property described in these Granting Clauses, whether added now or later; all products and produce of any of the property described in these GrantingClauses; all accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, consignment or other disposition of any of the property described in these Granting Clauses; all proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in these Granting Clauses, and sums due from a third party who has damaged or destroyed the property or from that party's insurer, whether due to judgment,

309

Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Loan Date: May __, 2022Document Title: Combination Mortgage,

Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement

4

settlement or other process; and all records and data relating to any of the property described in these Granting Clauses, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of Mortgagor's right, title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media.

TO HAVE AND TO HOLD Mortgagor’s interest in the Mortgaged Property, together with all privileges, hereditaments and appurtenances thereunto now or hereafter belonging, or in anywise appertaining, and the proceeds thereof, to Mortgagee, its successors and assigns forever.

PROVIDED, NEVERTHELESS, that if Mortgagor pays all the Obligations or causes all the Obligations to be fully paid and satisfied by the Maturity Date, or such earlier time as may be required in the Loan Agreement, then this Mortgage shall be null and void, in which event Mortgagee will execute and deliver to Mortgagor, in form suitable for recording, a full release of this Mortgage, otherwise this Mortgage remains in full force and effect.

And Mortgagor, its successors and assigns, covenants with Mortgagee, its successors and assigns, that Mortgagor is lawfully seized of the Land in fee simple; that Mortgagor it has good right and title to sell and convey its Mortgaged Property; that its Mortgaged Property is free from all Encumbrances except the Permitted Encumbrances; that Mortgagor will quietly enjoy and possess the same; and that Mortgagor will warrant and defend the title to the same against all lawful claims not specifically excepted in this Mortgage.

This Mortgage constitutes an assignment of rents and profits within the meaning of Minnesota Statutes, Sections 559.17 and 576.25, and is intended to comply fully with the provisions thereof, and to afford Mortgagee, to the fullest extent allowed by law, the rights and remedies of a mortgage lender or secured lender pursuant thereto.

This Mortgage also constitutes a security agreement within the meaning of the UCC hereinafter defined with respect to all property described herein as to which a security interest may be granted and/or perfected pursuant to the UCC, and is intended to afford Mortgagee, to the fullest extent allowed by law, the rights and remedies of a secured party under the UCC.

In addition to the Obligations, this Mortgage secures all obligations, debts and liabilities, plus interest thereon, of Mortgagor to Mortgagee, or any one or more of them, as well as all claims by Mortgagee against Mortgagor or any one or more of them whether now existing or hereafter arising, whether related or unrelated to the purpose of the Obligations, whether voluntary or otherwise, whether due or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Mortgagor may be liable individually or jointly with others, whether obligated asguarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may become otherwise unenforceable.

Mortgagor further covenants and agrees for Mortgagee’s benefit as follows:

ARTICLE I – DEFINITIONS AND EXHIBITS

Section 1.01 Definitions. Capitalized terms used in this Mortgage which, if not required to be capitalized by the rules of grammar, or elsewhere defined in this Mortgage or in Section 1.1 of the Loan Agreement, have the meanings given below unless the context hereof clearly requires otherwise.

310

Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Loan Date: May __, 2022Document Title: Combination Mortgage,

Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement

5

“Capital Campaign Account” has the meaning assigned to such term in the Disbursing Agreement.

“Casualty” has the meaning assigned to such term in Section 5.01 hereof.

“Collateral” means the Fixtures and all tangible and intangible personal property described in Granting Clauses II through X of this Mortgage.

“Condemnation” has the meaning assigned to such term in Section 5.03 hereof.

“Construction Draw Account” has the meaning assigned to such term in the Disbursing Agreement.

“Default Rate” the rate of interest which applies upon and during an Event of Default as described in the Note.

“Disbursing Agreement” means the Disbursing Agreement of even date herewith among Mortgagor, Mortgagee and Commercial Partners Title, a division of Chicago Title Company, LLC, including any amendment thereof or supplement thereto.

“Encumbrances” has the meaning assigned to such term in Section 2.03.A hereof.

“Environmental Indemnification Agreement” means the Environmental Indemnification Agreement of even date herewith executed by Mortgagor in favor of Mortgagee, as the same may be amended, modified, or supplemented from time to time.

“Event of Default” has the meaning assigned to such term in Section 7.01 hereof.

“Financing Statements” means all UCC financing statements, assignments and other documents perfecting Mortgagee’s security interest in the Collateral, together with any amendments thereto and continuation statements thereof.

“Imposition” has the meaning assigned to such term in Section 2.04 hereof.

“Indebtedness” has the meaning assigned to such term in the definition of “Obligations” herein.

“Indemnified Party or Indemnified Parties” has the meaning assigned to such term in Section 2.11hereof.

“Land” has the meaning assigned to such term in Granting Clause I hereof.

“Laws” means all federal, state and local laws, statutes, codes, ordinances, orders, rules and regulations, including judicial opinions or precedential authority, in the applicable jurisdiction.

“Lease” or “Leases” have the meanings assigned to such terms in Granting Clause VI hereof.

“Levy” has the meaning assigned to such term in Section 2.03.E hereof.

“Maturity Date” means May __, 2042 in accordance with the Note.

311

Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Loan Date: May __, 2022Document Title: Combination Mortgage,

Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement

6

“Mortgaged Property” has the meaning assigned to such term in the preamble to the Granting Clauses hereof.

“Obligations” means following obligations of Mortgagor: (i) the payment when and as due and payable of the obligations of Mortgagor under the Note and Loan Agreement, including, but not limited to the principal amount of the Note and all interest, late fees and any prepayment premium payable thereunder, (ii) the payment of all other sums, with interest thereon, which may be advanced by Mortgagee in accordance with or which may be secured by this Mortgage, including without limitation all advances consisting of protective advances, as described in Minnesota Statutes, Section 287.05, subd. 4, and expenses described in this Mortgage, and (iii) the performance of all the covenants, conditions and agreements contained in this Mortgage, the other Loan Documents (the payment obligations under (i)and (ii) of this paragraph are collectively referred to in this Mortgage as the “Indebtedness”).

“Permitted Encumbrances” means those permitted encumbrances specified in Exhibit B attached hereto or otherwise consented to by Mortgagee in writing.

“Premises” has the meaning assigned to such term in Granting Clause I hereto.

“Rents” has the meaning assigned to such term in Granting Clause VI hereto.

“Tenant” means any person or entity using or occupying any part of the Mortgaged Property pursuant to a Lease.

“UCC” means the Uniform Commercial Code as adopted and in effect in Minnesota as of the date hereofand as it may by amended, modified, supplemented, re-numbered or replaced, so long as the meanings herein remain fundamentally unaltered, unless otherwise mandated by applicable law.

Section 1.02 Exhibits. Attached to and by reference made a part of this Mortgage are the following exhibits:

Exhibit A: a legal description of the Land.

Exhibit B: a list of Permitted Encumbrances.

Section 1.03 Rules of Interpretation.

A. The words “herein,” “hereof” and “hereunder” and words of similar import, without reference to any particular section or subdivision, refer to this Mortgage as a whole rather than to any particular section or subdivision hereof.

B. The article and section headings in this Mortgage are for convenience of reference only and do not define, limit or affect the construction hereof.

C. The words “include,” “including” and the like mean “including without limitation” and, when followed by any specific item(s), are deemed to refer to examples rather than to be words of limitation. Except as may otherwise be specified, all references to any instruments or agreements, shall include any and all amendments and supplements thereto and any and all modifications, extensions, restatements and renewals thereof.

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D. All references to Laws herein including Minnesota Statutes are deemed to include such Laws as they may by amended, modified, supplemented, re-numbered or replaced, so long as the meanings herein remain fundamentally unaltered, unless otherwise mandated by applicable Laws.

E. Unless the context requires otherwise, the singular includes the plural and vice versa and any gendered pronoun shall be deemed to include all genders.

ARTICLE II – GENERAL COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES

Mortgagor makes the following representations, warranties and covenants to Mortgagee:

Section 2.01 Payment of Indebtedness, Observance of Covenants; Incorporation by Reference. Time is of the essence hereof. Mortgagor must make all payments when due under the Loan Agreement and Note, and must perform and comply with all covenants, agreements, conditions, provisions, stipulations and obligations set forth therein or in any other agreements or instruments delivered by Mortgagor in connection with the issuance of the Note on its part to be performed, at the times and in the manner required thereby. All of the covenants, obligations, agreements, warranties and representations of Mortgagor contained in the Loan Agreement and the other Loan Documents and all of the terms and provisions thereof, are incorporated herein and made a part hereof by reference as if fully set forth herein. Mortgagor acknowledges that the Mortgage secures the Note which is subject to variable rates of interest from time to time as described in the Note.

Section 2.02 Maintenance; Repairs. Mortgagor agrees that it will keep and maintain the Mortgaged Property in safe and good condition and repair and in the same or better condition, repair and operating condition as of the date hereof or, with respect to the Project and any Improvements hereafter constructed, as of the date of completion of such construction, free from any waste or misuse, ordinary wear and tear excepted, and will comply with all requirements of law, municipal ordinances and regulations, restrictions and covenants affecting the Mortgaged Property and its use, and will promptly repair or restore any Improvements or Fixtures which may become damaged or destroyed to good condition and repair and at least the same condition as of the date hereof or, with respect to Improvements hereafter constructed, as of the date of completion of such construction. Mortgagor agrees not to request or acquiesce in any rezoning classification, modification or restriction which will adversely affect the permitted uses of the Mortgaged Property. Mortgagor (i) shall continuouslymaintain the parking and landscaped areas of the Premises, and (ii) except in connection with the Project, shall not materially alter or permit the material alteration of the design or structural character of any Improvements without the prior written consent of Mortgagee.

Section 2.03 Ownership of Mortgaged Property; Compliance with Laws; Completion of Project; Licenses; No Additional Liens; Payment of Operating Costs and Liens; Utilities.

A. Mortgagor owns and shall continue to own the Mortgaged Property free from all liens, mortgages, easements, covenants, conditions, restrictions, reservations, options, rights and other encumbrances (collectively, “Encumbrances”), except the Permitted Encumbrances. Mortgagor has examined and is familiar with all documents constituting Permitted Encumbrances, and all applicable Laws and requirements affecting the Mortgaged Property. The Mortgaged Property complies with all of the foregoing. Mortgagor shall comply with all covenants, conditions, restrictions and other matters applicable to Mortgagor or the Mortgaged Property which are contained in any document constituting a

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Permitted Encumbrance. Mortgagor shall comply with all present and future Laws affecting Mortgagor or the Mortgaged Property, any part thereof, or the manner of using or operating the same.

B. All applicable Laws and requirements affecting the Mortgaged Property permit the current and intended future use of the Mortgaged Property, occupancy thereof, and construction of and operation of the Project. Mortgagor has or promptly shall obtain, maintain in full force and effect, and comply with the terms of all consents, permits and licenses necessary for the construction, development, use and operation of the Project and the Mortgaged Property. Mortgagor shall complete or cause to be timely completed the Project and any Improvements which are now or may hereafter be constructedupon the Premises.

C. Mortgagor shall comply with the terms of all insurance policies relating to the Mortgaged Property.

D. Except for liens granted to Mortgagee under the Loan Documents, or liens existing on the date of this Agreement associated with the Permitted Encumbrances, Mortgagor shall not permit additional liens to encumber the Premises without the prior consent of Mortgagee.

E. Mortgagor agrees that it will timely pay all operating costs and expenses of the Mortgaged Property, keep the Mortgaged Property free from all liens except Permitted Encumbrances, keep the Mortgaged Property free from levy, execution or attachment (“Levy”) and will pay when due all its Indebtedness which may be secured by mortgage, lien or charge on the Mortgaged Property, superior, inferior or equal to the lien of this Mortgage, subject to Mortgagor’s right to contest as set forth in Section 2.06, and upon request will exhibit to Mortgagee satisfactory evidence of such payment and discharge. Mortgagor waives its right to be subrogated to any liens by virtue of Mortgagor’s payment of the amount secured by such liens that are superior to this Mortgage. Mortgagor shall pay, when due, the claims of all persons supplying labor or materials to or in connection with the Mortgaged Property.

F. The Mortgaged Property is and will continue to be served by all necessary public utilities, and all such utilities are and will be operational and have sufficient capacity. There neither is nor will be any material contract or agreement providing for services to or maintenance of the Mortgaged Property that cannot be canceled upon 30 or fewer days’ notice. Mortgagor shall pay when or before due all charges made by utility companies, whether public or private, for electricity, gas, heat, water or sewer, furnished or used in connection with the Mortgaged Property or any part thereof, and will, upon written request of Mortgagee, furnish proper receipts evidencing such payment.

G. The Mortgaged Property is not homestead property nor is it agricultural property or in agricultural use. Mortgagor hereby waives any and all homestead and related rights in and to the Mortgaged Property.

Section 2.04 Payment of Impositions. Mortgagor will pay when due and before any penalty and before they become delinquent, subject to Mortgagor’s right to contest as set forth in Section 2.06,all taxes, assessments, water charges, sewer charges and other fees, taxes, charges and assessments of every kind and nature whatsoever assessed or charged against or constituting a lien on the Mortgaged Property or any interest therein (“Impositions”), and will upon demand furnish to Mortgagee proof of the payment of any such Impositions.

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Section 2.05 Escrow for Taxes and Insurance. If an Event of Default occurs and is continuing hereunder, and if demanded by Mortgagee, Mortgagor will, upon such demand, deposit with Mortgageeeach and every month, accompanying each installment due under the Loan Agreement, a sum which, in the estimation of Mortgagee, is equal to one-twelfth of the annual taxes, assessments and insurance premiums due with respect to the Mortgaged Property; said deposits will be held by Mortgagee without interest, free of any liens or claims on the part of creditors of Mortgagor and as part of the security of Mortgagee, and, so long as Mortgagor has provided Mortgagee with bills therefor, will be used by Mortgagee to pay current taxes and assessments and insurance premiums on the Mortgaged Property as the same accrue and are payable. If said deposits are insufficient to pay the taxes, if any, and assessments and insurance premiums in full as the same become payable, Mortgagor will immediately deposit with Mortgagee such additional sum or sums as may be required in order for Mortgagee to pay such taxes and assessments and insurance premiums in full. If an Event of Default shall occur, Mortgagee may, at its option, without being required so to do, apply any deposits on hand to the Indebtedness, in such order and manner as Mortgagee may elect. When the Indebtedness has been fully paid any remaining deposits shall be returned to Mortgagor as Mortgagor’s interest may appear. All deposits may be commingled with other funds of Mortgagee.

Section 2.06 Contest of Impositions, Liens and Levies. Mortgagor is not required to pay, discharge or remove any Imposition, lien or Levy so long as Mortgagor in good faith contests the same or the validity thereof by appropriate legal proceedings which operate to prevent the collection of or other realization upon the Levy, lien or Imposition so contested and the sale, forfeiture or loss of the Mortgaged Property, or any part thereof to satisfy the same, provided that Mortgagor, prior to the date such Levy, lien or Imposition is due and payable, has given Mortgagee such security as may be reasonably required by Mortgagee (“Permitted Contests”) Any such contest must be prosecuted with due diligence and Mortgagor must promptly after final determination thereof pay the amount of any such Levy, lien or Imposition so determined, together with all interest and penalties, which may be payable in connection therewith and further will indemnify and hold harmless Mortgagee against all losses in connection therewith. Notwithstanding the provisions of this Section, Mortgagor must (and if Mortgagorfails so to do, Mortgagee, may, but is not required to) pay any such Levy, lien or Imposition notwithstanding such contest if in the judgment of Mortgagee’s counsel, reasonably exercised, the Mortgaged Property is in danger of imminent loss by forfeiture or foreclosure.

Section 2.07 Protection of Security.

A. Mortgagor agrees to (i) promptly notify Mortgagee of, (ii) take all appropriate steps to tender defense to the appropriate insurer of, and (iii) if necessary, appear in and defend: any suit, action or proceeding that affects the Mortgaged Property or the rights, interest, title to, possession of, or priority of the lien of this Mortgage. If appropriate appearance and defense acceptable to Mortgagee in its sole and absolute discretion is not entered, Mortgagee may elect to appear in or defend any such action or proceeding and Mortgagor agrees to indemnify and reimburse Mortgagee from any and all loss, damage, expense or cost arising out of or incurred in connection with any suit, action or proceeding that affects the Mortgaged Property or the rights or interests of Mortgagee, including costs of evidence of title and reasonable attorneys’ fees.

B. Mortgagee shall have the power and authority, upon prior notice to Mortgagor, to institute and maintain any suits and proceedings as Mortgagee may deem advisable to: (i) prevent any impairment of the Mortgaged Property by any act which may be unlawful or by any violation of this Mortgage, (ii) preserve or protect its interest in the Mortgaged Property, or (iii) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be

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unconstitutional or otherwise invalid, if, in the sole opinion of Mortgagee, the enforcement of or compliance with such enactment, rule or order might impair the security hereunder or be prejudicial to Mortgagee’s interest.

Section 2.08 Additional Assurances. Mortgagor agrees, upon reasonable request by Mortgagee, to execute and deliver such further instruments, financing statements and assurances and will do such further acts as may be necessary or proper to carry out more effectively the purposes of this Mortgage, and without limiting the foregoing, to make subject to the lien hereof any property agreed to be subjected hereto or covered by the granting clauses hereof, or intended so to be. Mortgagorauthorizes Mortgagee to do any of the foregoing in the name of Mortgagor for the protection of Mortgagor’s security interest in the Collateral. Mortgagor agrees to pay any recording fees, filing fees, stamp taxes or other charges arising out of or incident to the filing or recording of this Mortgage and such further assurances and instruments.

Section 2.09 Due on Sale or Mortgaging, Change in Control, Etc. Mortgagor shall not, without the prior written consent of Mortgagee, voluntarily, involuntarily or by operation of law agree to cause, suffer or permit: (i) other than as provided in Section 4.04 hereof as to Collateral, any sale, transfer, lease, license, sublease or conveyance of any interest of Mortgagor, legal or equitable, in the Mortgaged Property; (ii) any sale, transfer or Encumbrance of any membership or ownership interest in Mortgagor; or (iii) any mortgage, pledge, Encumbrance or lien to be outstanding against the Mortgaged Property or any portion thereof, or any security interest to exist therein, except Permitted Encumbrances, or except as created by this Mortgage or as explicitly permitted herein, without, in each instance, the prior written consent of Mortgagee. If Mortgagor breaches the foregoing covenant, Mortgagee may, at its election, declare all amounts owing under the Loan Agreement and the other Loan Documents to be immediately due and payable, without notice to Mortgagor, and upon such declaration all such amounts shall be immediately due and payable. In no event shall any lease, transfer, assignment or sale be permitted if the effect thereof would otherwise be to impair the validity or the tax exempt status of the Note, nor shall any such transaction release Mortgagor of any of its obligations under this Mortgage, unless the Mortgaged Property is conveyed in whole and such conveyance has been approved in writing by Mortgagee.

Section 2.10 Leases.

A. No Leases are currently in effect with respect to the Premises except as described in Section 4.6. of the Loan Agreement and no Tenants currently occupy or have rights or claims with respect to the Premises except as described therein. No default currently exists under any Leases, nor has any event occurred that with the giving of notice or the passage of time be an event of default under the foregoing as of the date hereof. Mortgagor shall not enter into, amend or extend any Lease without Mortgagee’s prior written consent.

B. Mortgagor shall provide Mortgagee with a copy of any future proposed Lease, amendment or extension and with any information requested by Mortgagee regarding the prospective Tenant, or the status of the then current Tenant and Lease proposed to be amended or modified, as applicable. Mortgagee shall have the right to consent to each Lease, amendment or modification, and Mortgagee’s consent to such Lease, amendment or modification will not be unreasonably withheld. Failure by Mortgagee to respond to a written request for consent to a Lease, amendment or modification within 15 Business Days of receipt of such request shall be deemed approval. Notwithstanding the foregoing, Mortgagor is permitted without Mortgagee prior consent to enter into license agreements for short term (one year or less) periodic use of portions of the Premises, in each case with licensees whose

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activities are complementary to the operation of a school facility and which do not cause the interest on the Note to be taxable as further provided in the Loan Agreement. Borrower shall provide Mortgagee with a copy of any such license agreements.

C. Upon execution of any Lease, amendment or modification, Mortgagor shall provide to Mortgagee a fully executed copy of each such Lease or amendment and modification, together with all exhibits and attachments thereto. Mortgagee may declare any Lease to be prior or subordinate to this Mortgage, at Mortgagee’s option, and if declared to be subordinate such subordination shall be with attornment to Mortgagee.

D. Within 30 days following acceptance of leased premises by any Tenant, upon Mortgagee’s request, Mortgagor shall provide to Mortgagee a subordination agreement and tenant estoppel certificate from such Tenant, in forms acceptable to Mortgagee, confirming subordination of the Lease to the Mortgage, the continued existence of the Tenant’s Lease, the absence of any event of default thereunder, the acceptance of the leased space by the Tenant and such other matters as Mortgagee may reasonably require.

E. Mortgagor shall, at its cost and expense, perform each obligation to be performed by the landlord under each Lease; not borrow against, pledge or further assign any Rents or other payments due thereunder (except Permitted Encumbrances); not permit the prepayment of any Rents or other payments due for more than 30 days in advance; and not permit any Tenant to assign its Lease or sublet the premises covered by its Lease, unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of any liability for performance of its obligations thereunder.

F. Mortgagor shall give prompt written notice to Mortgagee of any notice of default under any Lease on the part of Mortgagor delivered to a Tenant. Mortgagor shall in the ordinary course of business, exercise sound business judgment with respect to Tenant default, and may, with the prior written consent of Mortgagee, discount, compromise, forgive or waive claims or discharge the Tenant from its obligations under the Lease or terminate or accept a surrender of the Lease.

G. Mortgagor shall promptly notify Mortgagee of any failure of Mortgagor to perform any obligations of Mortgagor under any Lease. If Mortgagor fails to perform any obligations of Mortgagorunder any Lease or if Mortgagee becomes aware of or is notified by any Tenant of a failure on the part of Mortgagor to so perform, Mortgagee may, but shall not be obligated to, without waiving or releasing Mortgagor from any obligation in this Mortgage or any of the other Loan Documents, remedy such failure, and Mortgagor agrees to repay upon demand all sums incurred by Mortgagee in remedying any such failure, together with interest thereon from the date incurred at the Default Rate.

Section 2.11 Indemnity. Mortgagor shall indemnify Mortgagee and its directors, officers, agents and employees (collectively the “Indemnified Parties”) against and defend and save the Indemnified Parties harmless from all losses, damages, suits, claims, judgments, penalties, fines, liabilities, costs and expenses, including reasonable attorneys’ fees, incurred by Mortgagee in any proceedings or disputes of any kind in which the Mortgagee is made a party, or appears, and which affects the Obligations secured hereby, this Mortgage, the interest created herein, or the Mortgaged Property during or as a result of the ownership and occupancy thereof by Mortgagor, or any street, drive, sidewalk, curb or passageway adjacent thereto unless caused by the gross negligence or intentional misconduct of the Indemnified Parties. Proceedings and disputes shall include, but shall not be limited

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to, exercise of the power of sale provided for herein, condemnation action involving the Premises and any action to protect the security provided for herein. Any amounts paid by Mortgagee, for which Mortgagee is entitled to indemnity, may, at the Mortgagee’s option, be added to the indebtedness secured by this Mortgage.

The indemnity contained in this Section shall include costs of defense of any such claim asserted against an Indemnified Party, including reasonable attorneys’ fees and shall survive payment and performance of the Note and satisfaction and release of this Mortgage and any foreclosure thereof or acquisition of title by deed in lieu of foreclosure

Section 2.12 Accessibility, Environmental Matters and Related Indemnification. All of the representations, warranties, covenants, indemnifications, and terms and conditions contained in the Environmental Indemnification Agreement are made a part of this Mortgage to the same extent and with the same force and effect as if they were fully set forth herein.

Section 2.13 Rights Under Loan Agreement. The Loan Agreement sets forth the covenants and obligations of Mortgagee and Mortgagor, including a provision that the Loan Agreement may not be effectively amended, changed or modified without the written consent of Mortgagee, and reference is made to the same for a detailed statement of said covenants and obligations.

ARTICLE III – INSURANCE

Mortgagor makes the following representations, warranties and covenants to Mortgagee:

Section 3.01 Insurance.

A. Mortgagor must obtain or cause to be obtained and keep or cause to be kept in full force and effect during the term of this Mortgage at its cost and expense, and at no expense to Mortgagee, insurance policies naming Mortgagor as insured and complying with the following requirements:

1) insurance against loss by fire, lightning, collapse, water damage, vandalism, malicious mischief and all other risks customarily covered by a standard commercial broad form property insurance policy or special form policy in an amount equal tothe actual replacement cost of the Mortgaged Property, without deduction for physical depreciation, with coverage for demolition and increased costs of construction, or providing coverage in an “agreed amount” sufficient to prevent Mortgagor from becoming a coinsurer of any loss thereunder;

2) to the extent not insured pursuant to clause (i), equipment breakdown insurance on all equipment and machinery customarily covered by such insurance and situated in the Improvements;

3) commercial general liability insurance covering the liability of Mortgagor against claims for bodily injury, death or property damage occurring on, in, or about the Premises, in such amounts as are usually carried by persons operating similar properties in the same general locality but in any event with limits of liability not less than $1,000,000 per occurrence and $3,000,000 in annual aggregate, naming Mortgagee, together with its successors and assigns, as an additional insured as their interests may appear;

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4) to the extent not insured pursuant to clause (iii), insurance, endorsement or a fidelity bond covering the liability of Mortgagor against employee dishonesty and theft, naming Mortgagee, together with its successors and assigns, as an additional insured as their interests may appear;

5) loss of business income and, if applicable, loss of rental income insurance, covering an interruption of Mortgagor’s business for up to 12 months, but not less than the sum of (a) total debt service due on the Note in any fiscal year plus (b) real estate taxes and insurance premiums due and owing during the same fiscal year; provided, however, that such loss of rental income insurance shall not be required if Mortgagor occupies the entire Premises or Mortgagor furnishes evidence reasonably satisfactory to Mortgagee that the Premises is net leased to a single tenant under a Lease permitting no abatement of rent upon the occurrence of a casualty;

6) if the Land or any part thereof is located in a designated flood plain as defined by the Federal Insurance Administration, flood insurance insuring the Mortgaged Property (excluding the Land) in an amount equal to the actual replacement cost thereof or to the maximum limit of coverage made available with respect to the Improvements, whichever is less;

7) during any period of construction, builder’s risk insurance in form and amount acceptable to Mortgagee naming Mortgagee, together with its successors and assigns, as an additional insured as their interests may appear; and

8) such other insurance, including, but not limited to, workers’ compensation insurance, as is customarily carried by prudent owners of property comparable to the Premises, or as reasonably required by Mortgagor.

B. All insurance policies maintained by Mortgagor pursuant hereto must:

1) contain satisfactory mortgagee and lender loss payee endorsements (or, with respect to liability insurance or other applicable policies, additional insured endorsements) in favor of Mortgagee, as its interests may appear, with loss proceeds under any such policies to be made payable to Mortgagee;

2) contain agreement by the insurer that such policy shall not be amended, modified, cancelled, reduced or terminated for any reason, including but not limited to a failure to pay premiums and/or expiration by its terms, without at least thirty (30) days’ prior written notice to Mortgagee;

3) contain such deductibles, and such other coverages and limits as Mortgagee may reasonably require;

4) contain effective waivers by the insurer of all claims for insurance premiums against Mortgagee; and

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5) provide that any losses shall be payable notwithstanding the following: (a) any act of negligence by Mortgagor or Mortgagee; (b) any foreclosure or other proceedings or notice of foreclosure sale relating to the Mortgaged Property; (c) any release from liability or waiver of subrogation rights granted by the insured; or (d) any change in the title to or ownership of the Premises.

C. All insurance provided for herein shall be effected under a valid and enforceable policy or policies of insurance in form and substance approved by Mortgagee, shall be issued by insurers of recognized responsibility, which are licensed to do business in the state where the Premises is located, and which are acceptable to Mortgagee, and shall be satisfactory to Mortgagee in all other respects. All insurance policies maintained by Mortgagor pursuant hereto shall respond on a primary basis relative to any other insurance carried by Mortgagee in the event of loss.

D. Mortgagor must, upon execution of this Mortgage, and upon request of Mortgagee and within 30 days prior to the expiration of any insurance policy provided for herein, deliver original or certified copies of such policies or certificates in form acceptable to Mortgagee evidencing such insurance (e.g. ACORD 28 and ACORD 25 certificates, as applicable) as directed by Mortgagee. Mortgagor shall furnish to Mortgagee upon request proof reasonably satisfactory to Mortgagee of payment of premiums on such policies.

E. Subject to existing law, in the event of the foreclosure of this Mortgage or any acquisition of the Mortgaged Property by Mortgagee all such policies and any proceeds payable therefrom, whether payable before or after a foreclosure sale, or during the period of redemption, if any, will become the absolute property of Mortgagee to be utilized in its discretion.

F. In the event of foreclosure or the failure to obtain and keep any required insurance, Mortgagor empowers Mortgagee to effect insurance upon the Mortgaged Property at Mortgagor’s expense in the amounts and types aforesaid for a period of time covering the time of redemption from foreclosure sale, and if necessary therefor, to comply with any or all inspection reports and insurance recommendations received by Mortgagor from any insurer.

G. If this Mortgage is foreclosed, the purchaser at the foreclosure sale shall, after the expiration of any statutory period of redemption, become the sole and absolute owner of any and all such policies, with the sole right to collect and retain all unearned premiums thereon, and, for this purpose, Mortgagor hereby assigns and grants a security interest in said policies and unearned premiums to Mortgagee.

ARTICLE IV – SECURITY AGREEMENT; FIXTURE FINANCING STATEMENT

Mortgagor makes the following representations, warranties and covenants to Mortgagee:

Section 4.01 Security Agreement; Collection of Accounts.

A. This Mortgage constitutes a security agreement as defined in the UCC and Mortgagorgrants to Mortgagee a security interest within the meaning of the UCC in favor of Mortgagee in the Collateral. Mortgagor’s true name, state of incorporation where Mortgagor is located for purposes of Financing Statement filing and its principal office are listed in Section 4.02 below. Mortgagor will not change its name nor do business under any name other than the name used by Mortgagor in executing this Agreement, nor change its state of incorporation, nor its principal office address, without prior

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written notice to Mortgagee in accordance with Section 4.03.I hereof. Mortgagor will not change its legal or capital structure or nonprofit tax-exempt status, or change any other aspect of Mortgagor that directly or indirectly relates to any agreements between Mortgagor and Mortgagee during the term of the Loan.

B. Mortgagor authorizes Mortgagee or its designee or agent to file such Financing Statements as Mortgagee determines to be necessary to perfect its security interest in the Collateral, and authorizes Mortgagee or its designee or agent to file such continuation statements as defined in the UCC as Mortgagee determines to be necessary to continue the effectiveness of such Financing Statements.

C. Mortgagee may, or at Mortgagee's request, Mortgagor shall, either prior to or after the occurrence of an Event of Default, and at any time thereafter notify any account debtor or any obligor on an instrument to make payment directly to a post office box specified by and under the sole control of Mortgagee, whether or not Mortgagee was theretofore making collections with respect thereto, and Mortgagee shall be entitled to take control of any proceeds thereof. If so requested, by Mortgagee, Mortgagor shall insert appropriate language on each invoice directing its obliges under accounts, accounts receivable and chattel paper payable to Mortgagor to make payment to such post office box. Mortgagor hereby authorizes and directs Mortgagee to deposit into a special collateral account to be established and maintained with Mortgagee all checks, drafts and cash payments, received in said lock box. All deposits in said collateral account shall constitute proceeds of Collateral and shall not constitute payment of any of the Obligations. At its option, Mortgagee may, at any time, apply finally collected funds on deposit in said collateral account to the payment of the Obligations in such order of application as Mortgagee may determine, or permit Mortgagor to withdraw all or any part of the balance on deposit in said collateral account. If a collateral account is so established, Mortgagor agrees (i) that it will promptly deliver to Mortgagee for deposit into said collateral account, all payments on accounts and chattel paper received by it; (ii) all such payments shall be delivered to Mortgagee in the form received (except for Mortgagor's endorsement where necessary); and (iii) until so deposited, all payments on accounts, accounts receivable and chattel paper received by Mortgagor shall be held in trust by Mortgagor for and as the property of Mortgagee and shall not be commingled with any funds or property of Mortgagor.

Section 4.02 Fixture Financing Statement. This document covers goods which are or are to become Fixtures. As to those items of Collateral described in this Mortgage that are, or are to become, Fixtures relating to the Land, it is intended as to those items that THIS MORTGAGE IS EFFECTIVE AS A FINANCING STATEMENT FILED AS A FIXTURE FILING from the date of its filing in the real estate records of the county where the Mortgaged Property is situated.

Name and Address of Debtor and Record Owner of the Mortgaged Property:

Southwest Christian High School, Inc.1981 Bavaria RoadChaska, Minnesota 55318Attention: Head of School

Debtor’s state of incorporation: Minnesota

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Name and Address of Secured Party: Old National Bank1600 Utica Avenue South, Suite 400St. Louis Park, Minnesota 55416Attn: Kelly Elkin, Manager, Govt & Nonprofit Banking

Description of the types (or items) of property covered by this Fixture Financing Statement:

The Collateral as defined herein and as further described in the granting clauses hereto

Description of real estate to which all or a part of the Collateral constituting Fixtures is attached or upon which it is located:

See Land on Exhibit A attached hereto.Debtor is the owner of the Land.

Section 4.03 Representations and Agreements.

A. Mortgagor is and will be the true and lawful owner of the Collateral mentioned in any Financing Statement, subject to no liens, charges, security interests and Encumbrances other than the lien hereof and Permitted Encumbrances;

B. Such Collateral is to be used by Mortgagor solely for its corporate purposes and is installed upon the Premises for Mortgagor’s own use; and

C. Except as permitted under Section 4.04 below, such Collateral will be kept at or affixed to the Improvements and will not be sold or removed therefrom without the consent of Mortgagee, and will not be affixed to any real estate other than the Land; and

D. Unless stated otherwise in this Mortgage or in the documents constituting Permitted Encumbrances, the only persons having any interest in the Collateral are Mortgagor and Mortgagee and no Financing Statement covering any such property and any proceeds hereof is on file in any public office except those securing the interest of Mortgagee and those giving notice of any of the Permitted Encumbrances; and

E. The remedies of Mortgagee hereunder are cumulative and separate, and the exercise of any one or more of the remedies provided for herein or under the UCC may not be construed as a waiver of any of the other rights of Mortgagee including having such Collateral deemed part of the realty upon any foreclosure thereof; and

F. If notice to any party of the intended disposition of the Collateral is required by law in a particular instance, such notice will be deemed commercially reasonable if given at least 10 days prior to such intended disposition and may be given by advertisement in a newspaper accepted for legal publications either separately or as part of a notice given to foreclose the Land or may be given by private written notice if such parties are known to Mortgagee; and

G. The filing of a Financing Statement must never impair the stated intention of this Mortgage that all personal property and Fixtures comprising the Collateral are and will be at all times

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and for all purposes and in all proceedings both legal or equitable regarded as part of the Landmortgaged hereunder irrespective of whether such item is physically attached to the Land or any such item is referred to or reflected in a Financing Statement; and

H. Mortgagor will on demand deliver all Financing Statements that may from time to time be required by Mortgagee to establish and perfect the priority of Mortgagee’s security interest in the Collateral; and

I. Mortgagor shall provide at least 30 days’ advance written notice to Mortgagee of any proposed change to its name, its state of incorporation, or its principal office address to enable Mortgagee, prior to or concurrently with such change, to file all additional Financing Statements that Mortgagee may require to establish and perfect the priority of Mortgagee’s security interest, and Mortgagor hereby authorizes the filing of the same by Mortgagee.

Section 4.04 Additions, Replacement or Disposal of Collateral.

A. Subject to the provisions of this Section, if Mortgagor in its sound discretion, and in each case in the ordinary course of its business, determines that any new item of Collateral is necessary, or existing Collateral has become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary for the operation of the Mortgaged Property, Mortgagor may, at its expense and without first obtaining the consent of Mortgagee, purchase such new item of Collateral, remove and dispose of any existingitem of Collateral and may substitute and install other items whether or not such items have the same function as the disposed items only if: (i) such addition, removal, disposal and substitution does not impair the operating utility and unity of the Mortgaged Property; (ii) such new or substituted items become a part of the Mortgaged Property and subject to the lien of this Mortgage.

B. Any amounts received or allowed Mortgagor upon the sale or other disposition of the removed items of property must be applied first against the cost of acquisition and installation of the substituted items, if any.

C. Nothing herein contained may be construed to prevent any Tenant, subtenant, secured party, or occupant (other than Mortgagor) from removing from the Premises trade fixtures, furniture and equipment installed by it and removable by the Tenant under the terms of a Lease, or the subject of a security interest in its favor, on the condition, however, that the Tenant, subtenant or secured party (other than a secured party of Mortgagor) must at its own cost and expense, repair any and all damages to the Mortgaged Property resulting from or caused by the removal thereof.

D. Subject to the requirements of Section 4.04.A, Mortgagor may sell the Collateral without giving any warranties as to the Collateral. Mortgagor may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

ARTICLE V – APPLICATION OF INSURANCE AND CONDEMNATION AWARDS

Mortgagor makes the following representations, warranties and covenants to Mortgagee:

Section 5.01 Casualty, Repair, Proof of Loss. If any portion of the Mortgaged Property shall be damaged or destroyed by any cause (a “Casualty”), Mortgagor shall:

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A. If the damage will cost more than $50,000 to repair, give immediate notice to Mortgagee; and

B. Promptly commence and diligently pursue to completion (in accordance with plans and specifications approved by Mortgagee) the restoration, repair and rebuilding of the Mortgaged Property as nearly as possible to its value, condition and character immediately prior to the Casualty unless otherwise consented to by Mortgagee; and

C. If the Casualty is covered by insurance, immediately make proof of loss and collect all insurance proceeds, all such proceeds for losses of $50,000 or more, to be payable as provided in Section 5.02 hereof.

D. If an Event of Default shall be in existence, or if Mortgagor shall fail to provide notice to Mortgagee of filing proof of loss, or if Mortgagor shall not be diligently proceeding, in Mortgagee’s reasonable opinion, to collect such insurance proceeds, then Mortgagee may, but is not obligated to, make proof of loss, and is authorized, but is not obligated, to settle any claim with respect thereto, and to collect the proceeds thereof (and Mortgagor shall promptly reimburse Mortgagee upon Mortgagee’s demand for all reasonable costs and expenses incurred by Mortgagee in connection with the same).Mortgagee will endeavor to provide written notice of the foregoing to Mortgagor, but failure to provide such notice shall not impair Mortgagee’s rights herein described. In connection therewith, Mortgagorirrevocably authorizes, empowers and appoints Mortgagee as attorney-in-fact for Mortgagor (which appointment is coupled with an interest) to do any and all of the foregoing in the name and on behalf of Mortgagor. Mortgagor shall not accept any settlement of an insurance claim in excess of $50,000without Mortgagee’s prior written consent, which shall not be unreasonably withheld.

Section 5.02 Use of Insurance Proceeds. Mortgagee will make the net insurance proceeds received by it (after reimbursement of Mortgagee’s out-of-pocket costs of collecting and disbursing the same) available to Mortgagor to pay the cost of restoration, repair and rebuilding of the Mortgaged Property, subject to the following conditions precedent:

A. No Event of Default, and no event that with the giving of notice or the passage of time would be an Event of Default, shall be in existence at the time of the insured loss or of any disbursement of the insurance proceeds.

B. Mortgagee shall have determined, in its reasonable discretion, that the cost of restoration, repair and rebuilding is and will be equal to or less than the amount of available insurance proceeds and other funds deposited by Mortgagor with Mortgagee.

C. The Casualty shall have occurred more than 12 months prior to the Maturity Date.

D. Mortgagee shall have determined, in its reasonable discretion, that the restoration, repair and rebuilding can be completed within 12 months following the date of receipt of the insurance proceeds in accordance with plans and specifications approved by Mortgagee (such approval not to be unreasonably withheld), in accordance with codes and ordinances and in accordance with the terms, and within the time requirements in order to prevent termination of any Lease, and in any event not less than six (6) months prior to the Maturity Date.

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E. All funds shall be held by a title company acceptable to Mortgagee or in a deposit account held with Mortgagee, and shall be disbursed, at Mortgagee’s option, in accordance with Mortgagee’s disbursement procedures for construction loans.

F. Mortgagee shall have determined, in its reasonable discretion, that the fair market value of the Mortgaged Property following the Casualty and reconstruction will equal or exceed the fair market value of the Mortgaged Property on the date hereof.

If any of these conditions shall not be satisfied, then Mortgagee shall have the right to use the insurance proceeds to prepay the Indebtedness in such order of application as Mortgagee may determine. Mortgagee will endeavor to provide written notice to Mortgagor of such use of insurance proceeds, but failure to provide such notice shall not impair Mortgagee’s rights to the same. If any insurance proceeds shall remain after (i) prepayment of the Indebtedness or (ii) completion of the restoration, repair and rebuilding of the Mortgaged Property, they shall be disbursed to Mortgagor, or at Mortgagee’s discretion, used to prepay any remaining Indebtedness in such order of application as Mortgagee may determine.

Section 5.03 Condemnation. If any portion of the Mortgaged Property shall be taken, condemned or acquired pursuant to exercise of the power of eminent domain or threat thereof (a “Condemnation”) or if Mortgagor receives notice of the institution of any proceeding or negotiations for a Condemnation, Mortgagor shall (i) give immediate notice thereof to Mortgagee, and send a copy of each document received by Mortgagor in connection with the Condemnation to Mortgagee promptly after receipt; and (ii) diligently pursue any negotiation and prosecute any proceeding in connection with the Condemnation at Mortgagor’s expense. If an Event of Default shall be in existence, or if Mortgagor, in Mortgagee’s reasonable opinion, shall not be diligently negotiating or prosecuting the claim, Mortgagee is authorized, but not required, to negotiate and prosecute the claim and appear at any hearing for itself and on behalf of Mortgagor and to compromise or settle all compensation for the Condemnation(and Mortgagor shall promptly reimburse Mortgagee upon Mortgagee’s demand for all costs and expenses incurred by Mortgagee in connection with the same). In connection therewith, Mortgagorirrevocably authorizes, empowers and appoints Mortgagee as attorney-in-fact for Mortgagor (which appointment is coupled with an interest) to do any and all of the foregoing in the name and on behalf of Mortgagor. Mortgagee shall not be liable to Mortgagor for any failure by Mortgagee to collect or to exercise diligence in collecting any such compensation. Mortgagor shall not compromise or settle any claim resulting from the Condemnation without Mortgagee’s prior written consent. All Awards shall be paid to Mortgagee.

Section 5.04 Use of Condemnation Proceeds. Mortgagee may, at its option, apply all Awardspayable as a result of a Condemnation, after first deducting Mortgagee’s expenses incurred in the collection thereof, to the payment of the Indebtedness secured by this Mortgage, whether or not due and in such order of application as Mortgagee may determine, or to the repair or restoration of the Mortgaged Property, in such manner as Mortgagee may determine. Any application of Condemnation Awards to principal of the Indebtedness secured by this Mortgage shall not extend or postpone the due dates of the installments payable under such Indebtedness or change the amount of such installments. If any Condemnation proceeds shall remain after (i) prepayment of the Indebtedness or (ii) completion of the restoration, repair and rebuilding of the Mortgaged Property, they shall be disbursed to Mortgagor, or at Mortgagee’s discretion, used to prepay the Indebtedness in such order of application as Mortgagee may determine.

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ARTICLE VI – ASSIGNMENT OF LEASES AND RENTS

Mortgagor makes the following representations, warranties and covenants to Mortgagee:

Section 6.01 Assignment of Leases and Rents.

A. Mortgagor hereby grants, sells, transfers and assigns to Mortgagee all of the right, title and interest of Mortgagor in and to: (i) any and all present or future Leases and agreements, together with all guarantees therefor and any renewals or extensions thereof, and (ii) the immediate and continuing right to receive and collect all Rents now due and which may hereafter become due under or by virtue of any Lease or agreement (oral or written) for the leasing, subleasing, use or occupancy of all or any part of the Mortgaged Property now, heretofore or hereafter made or agreed to by Mortgagor, whether such amounts accrue before or after foreclosure of this Mortgage or during the periods of redemption thereof, all the foregoing for the purpose of securing the Obligations.

B. Mortgagor does hereby irrevocably appoint Mortgagee, and its successors and assigns, which appointment is coupled with an interest, as Mortgagor's agent and true and lawful attorney-in-factin Mortgagor's name, place and stead, with or without taking possession of the Mortgaged Property, to rent, lease, sublease, let or sublet all or any portion of the Mortgaged Property to any party or parties at such Rents and upon such terms, as Mortgagee in the Mortgagee's discretion may determine, and to collect all of said Rents arising from or accruing at any time hereafter under each and all of such Leases, with the same rights and powers and subject to the same immunities, exoneration of liability and rights of recourse and indemnity as Mortgagee would have upon taking possession of the Mortgaged Property.Mortgagee shall have the right but not the duty to exercise any rights or remedies hereunder in connection with the assignment made in this Article VI.

C. Mortgagor warrants and covenants that Mortgagor is and will remain the absolute owner of the Leases, Rents and revenues and profits free and clear of all liens and Encumbrances other than the lien granted herein and Permitted Encumbrances; that Mortgagor has not heretofore assigned or otherwise encumbered Mortgagor’s interest in any of the Leases, Rents or revenues and profits to any person, except for Permitted Encumbrances; that Mortgagor has the right under applicable Laws, under the Leases, and otherwise to execute and deliver this Mortgage and keep and perform all of Mortgagor’s obligations hereunder; that Mortgagor will warrant and defend the Leases, Rents and revenues and profits against all adverse claims, whether now existing or hereafter arising.

D. The assignment pursuant to this Section 6.01 shall constitute a perfected, absolute and present assignment, provided that Mortgagor shall have the right to collect, but not prior to accrual, all of the Rents, and to retain, use and enjoy the same unless and until an Event of Default shall occur. Any Rents which accrue prior to an Event of Default but are paid thereafter shall be paid to Mortgagee.Nothing herein contained shall be deemed to affect or impair any rights which the Mortgagee may have under the Note, this Mortgage, or any other document or agreement related hereto or thereto.

E. Upon the occurrence of an Event of Default, and whether before or after the institution of legal proceedings to foreclose the lien hereof or before or after sale thereunder or during any period ofredemption, Mortgagee, and without regard to waste, adequacy of the security or solvency of Mortgagor, may, without in any way waiving such default, revoke the privilege granted Mortgagor hereunder to collect the Rents, and may, at its option, without notice, either:

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1) In person or by agent, with or without taking possession of or entering the Premises, with or without bringing any action or proceeding, give, or require Mortgagor to give, notice to any or all Tenants under any Lease authorizing anddirecting the Tenant to pay such Rents to Mortgagee; collect all of the Rents; enforce the payment thereof and exercise all of the rights of Mortgagor under the Leases and all of the rights of Mortgagee hereunder; may enter upon, take possession of, manage and operate said Premises, or any part thereof; may cancel, enforce or modify the Leases, and fix or modify Rents, and do any acts which Mortgagee deems proper to protect the security hereof, with or without taking possession of said Premises; or

2) Apply for the appointment of a receiver in accordance with the statutes and laws made and provided for, which receivership Mortgagor hereby consents to, who shall collect the Rents, and all other income of any kind, manage the Premises so as to prevent waste, execute Leases within or beyond the period (of receivership) and perform the terms of this Mortgage and apply the Rents as hereinafter provided. Any such Rents shall be applied in the following order: (i) to payment of all reasonable fees of any receiver appointed hereunder, (ii) to application of Tenants' security deposits as required by Minn. Stat. §504B.178, (iii) to payment when due of prior or current real estate taxes or special assessments with respect to the Premises or to the periodic escrow for payment of the taxes or special assessments then due, (iv) to payment when due of premiums for insurance of the type required by this Mortgage or to the periodic escrow for the payment of premiums then due, and (v) to payment of all expenses for normal maintenance of the Premises. Any Rents remaining after application of the above items shall be applied to the payment of the following items in the order indicated: first, to the payment ofprincipal and interest on any prior mortgages; second, to the payment of any other prior liens or encumbrances; third, to payment of all advances made by Mortgagee under this Mortgage and all costs of collection incurred by Mortgagee in collecting the Indebtedness and enforcing this Mortgage and all interest thereon; and fourth, to the payment against the Indebtedness, in such order as Mortgagee may elect.

If the Premises shall be foreclosed and (unless timely reinstated prior to a foreclosure sale) sold pursuant to a foreclosure sale, then:

(a) If Mortgagee is the purchaser at the foreclosure sale, the Rents shall be paid to· Mortgagee, to be applied to the extent of any deficiency remaining after the sale, thebalance to be retained by Mortgagee, and, if the Premises be redeemed by Mortgagor or any other party entitled to redeem, to be applied as a credit against the redemption price, with any remaining excess Rents to be paid to Mortgagor;

(b) If Mortgagee is not the purchaser at the foreclosure sale, the Rents shall be paid to Mortgagee, to be applied first to the extent of any deficiency remaining after the sale, the balance to be retained by the purchaser, and, if the Premises be redeemed byMortgagor or any other party entitled to redeem, to be applied as a credit against the redemption price, with any remaining excess Rents to be paid to Mortgagor, provided, if the Premises not be redeemed, any remaining excess Rents shall be paid first to the purchaser at the foreclosure sale in an amount equal to the interest accrued upon the

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sale price pursuant to Minn. Stat. §580.23 or §581.10, then to Mortgagee to the extent of any deficiency remaining unpaid and the remainder to Mortgagor.

Mortgagee shall have the right, at any time and without limitation, as provided in Minnesota Statutes, Section 582.03, to advance money to the receiver to pay any part or all of the expenses which the receiver should otherwise pay if cash were available from the Mortgaged Property, and sums so advanced, with interest at the Default Rate from the date advanced, shall be a part of the sum required to be paid to redeem from any foreclosure sale. The reasonable costs and expenses (including any receiver’s fees, reasonable attorneys’ fees, costs and agent’s compensation) incurred by Mortgagee pursuant to the powers herein contained shall be deemed to be immediately due and payable by Mortgagor to Mortgagee; shall be secured hereby; and shall bear interest from the date paid at the Default Rate.

In the exercise of the powers herein granted to Mortgagee, no liability shall be asserted or enforced against Mortgagee, all such liability being expressly waived and released by Mortgagor.Enforcement hereof shall not cause Mortgagee to be deemed a mortgagee in possession unless it elects in writing to be so deemed.

The rights set forth in this Section 6.01 shall be binding upon the occupiers of the Mortgaged Property from the date of filing by Mortgagee in the office in the county where this Mortgage is recorded, of a notice of default in the terms and conditions of this Mortgage and service of a copy of the notice upon the occupiers of the Mortgaged Property.

Mortgagor shall execute and deliver while this Mortgage is in effect such instruments as Mortgagee may deem appropriate to make the assignment in this Section 6.01 and any further assignment effective, including without limiting the generality of the foregoing, the right to endorse on behalf and in the name of Mortgagor all checks from Tenants in payment of Rents that are made payable to Mortgagor. Mortgagee shall not be liable to account to Mortgagor for any action taken pursuant hereto other than to account for any Rents actually received by Mortgagee.

ARTICLE VII – EVENTS OF DEFAULT AND REMEDIES

Section 7.01 Events of Default. Any one or more of the following events is an “Event of Default” under this Agreement:

A. An Event of Default (as that term is defined in the Loan Agreement) under the Loan Agreement shall constitute an Event of Default hereunder.

B. An event of default occurs and continues beyond any applicable notice and cure period under any other Loan Document.

C. The breach by Mortgagor of any of the representations, warranties, covenants or obligations contained in this Mortgage.

D. All or any portion of the Mortgaged Property, or the legal, equitable or any other interest therein, shall be sold, transferred, assigned, leased, further encumbered (except as permitted herein) or otherwise disposed of, unless the prior written consent of Mortgagee is first obtained; provided that nothing in this Mortgage prohibits Mortgagor from entering into an agreement for sale of the Premises

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where the Loan and all other amounts due under this Mortgage and the other documents evidencing the Loan will be paid in full at the closing of the sale.

E. Mortgagor shall fail to pay, withhold, collect or remit any tax or tax deficiency when assessed or due, or notice of any state or federal tax lien shall be filed or issued against Mortgagor or any of its properties (including, without limitation, the Mortgaged Property or any portion thereof), subject to Permitted Contests.

F. Mortgagor shall fail to provide and maintain the insurance coverage required in this Mortgage or pay the premiums for such insurance when due.

G. There is an event of default under that certain Loan Agreement, dated of even date herewith, between the City of Carver and Mortgagor (the “Carver Loan Agreement”) pledged to Mortgagee, or under the Carver Note (defined in the Carver Loan Agreement), or under that certain Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement, dated of even date herewith, from Mortgagor in favor of Mortgagee (the “Carver Mortgage”), or under any other documents entered into evidencing, securing or in connection with the Carver Loan Agreement, the Carver Note or the Carver Mortgage.

Section 7.02 Remedies. Upon the occurrence of an Event of Default or at any time thereafter until such Event of Default is cured to the satisfaction of Mortgagee, Mortgagee may, at its option, exercise any and all of the following rights and remedies (and any other rights and remedies available to it including) without limitation, the rights and remedies provided to the City under Section 6.2 of the Loan Agreement), and Mortgagor agrees to the following:

A. Mortgagee may, without notice to Mortgagor or City, declare immediately due and payable all indebtedness secured by this Mortgage, the same shall thereupon be immediately due and payable without presentment, demand or further notice of any kind.

B. Mortgagee may foreclose this Mortgage by action or advertisement, and Mortgagor hereby authorizes Mortgagee to do so, power of sale being herein expressly granted to Mortgagee to sell the Mortgaged Property at public auction without any prior hearing or notice thereof and to convey the same to the purchaser, in fee simple, pursuant to the statutes of Minnesota in such case made and provided and, out of the proceeds arising from such sale, to pay all Indebtedness secured hereby with interest, and all legal costs and charges of such foreclosure and the maximum attorney's fees permitted by law, which costs, charges and fees Mortgagor herein agrees to pay, and Mortgagor will remain liable for any deficiency. Said sale may be as one tract or otherwise, at the sole option of Mortgagee.

C. In the event of any sale of the Mortgaged Property pursuant to any judgment or decree of any court or at public auction or otherwise in connection with the enforcement of any of the terms of this Mortgage, Mortgagee, its successors or assigns, may become the purchaser, and for the purpose of making settlement for or payment of the purchase price, shall be entitled to deliver over and use the Noteand any claims for interest accrued and unpaid thereon, together with all other sums, with interest, advanced or secured hereby and unpaid hereunder, in order that there may be credited as paid on the purchase price the total amount of the Note then due, including principal and interest on the Note and all other sums, with interest, advanced or secured hereby and unpaid hereunder or under any of the other Loan Documents. Mortgagor understands that under the Constitution of the United States and the State of Minnesota it may have the right to notice and hearing before the Mortgaged Property may be sold and that the procedure for foreclosure by advertisement described above does not insure that notice will be

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given to Mortgagor, and neither said procedure for foreclosure by advertisement nor the UCC requires any such hearing or other judicial proceeding. Mortgagor relinquishes, waives and gives up its constitutional rights, if any, to notice and hearing before sale of the Mortgaged Property and expressly consents and agrees that the Mortgaged Property may be foreclosed by advertisement and that personal property covered by this Mortgage may be disposed of pursuant to the UCC, all as described herein.

D. Mortgagee shall be entitled as a matter of right, without notice and without giving bond and without regard to the solvency or insolvency of Mortgagor, the waste of the Premises or adequacy of the security of the Premises, to apply for the appointment of a receiver in accordance with the statutes and law made and provided for, who shall collect the rents, issues and profits and all other income of any kind; manage the Premises so as to prevent waste; execute leases within or beyond the period of receivership; pay all expenses for normal maintenance of the Premises; and perform the terms of this Mortgage and apply the rents, issues and profits in the following order: to (i) payment of the reasonable fees of said receiver, (ii) application of tenant security deposits as required by Minn. Stat. §504B.178, (iii)payment when due of prior or current real estate taxes or special assessments with respect to the Premises, or, payment of the periodic escrow for payment of the taxes or special assessments, (iv) payment when due of premiums for insurance of the type required by this Mortgage, or payment of the periodic escrow for the payment of the premiums, (v) keeping of the covenants required of a lessor orlicensor pursuant to Minn. Stat. §504B.161, subd. 1, and (vi) as further provided in Section 6.01 hereofor in any assignment of rents executed by Mortgagor as further security for the Indebtedness (whether included in this Mortgage or separate instrument), including, but not limited to, the costs and expenses of the receivership, attorneys' fees, to the repayment of the Indebtedness and to the operation,maintenance, upkeep and repair of the Premises, including payment of taxes on the Premises and payments of premiums of insurance on the Premises. Mortgagor does hereby irrevocably consent to such appointment.

E. Mortgagee may exercise any of the remedies made available under the UCC, orother applicable law, with respect to any of the Mortgaged Property which constitutes Collateral, including without limitation the right to take possession thereof, proceeding without judicial processor by judicial process (without a prior hearing or notice thereof, which Mortgagor hereby waives),and the right to sell, lease, or otherwise dispose of or use any or all of such Collateral. Mortgageemay require Mortgagor to assemble such Collateral and make it available to the Mortgagee at a place designated by Mortgagee which is reasonably convenient to both the Mortgagor and Mortgagee. Ifnotice to Mortgagor of any intended disposition of any of the Collateral or any other intendedaction is required by law in a particular instance, such notice shall be deemed commerciallyreasonable if given in the manner specified in Section 4.03(f) or 9.02 hereof at least 10 calendardays prior to the date of intended disposition or other action.

F. Mortgagee has the right to file proof of claim and other documents as may be necessary or advisable in order to have its claims allowed in any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceedings affecting Mortgagor, its creditors or its property, for the entire amount due and payable by Mortgagor in respect of the Obligations at the date of the institution of such proceedings, and for any additional amounts which may become due and payable by Mortgagor after such date.

G. Mortgagor reserves the right of set off in the Construction Draw Account, the Capital Campaign Account, and any other deposit account or bank account held by Mortgagee, whether such account is

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now or hereafter existing. This does not include employee retirement accounts, or any other account forwhich setoff would be prohibited by applicable Laws. Mortgagor authorizes Mortgagee, to the extentpermitted by applicable Laws, to charge or set off all sums owing on the Indebtedness against any or all of such accounts.

H. Mortgagee shall have the right to pursue one or more remedies provided for herein, in the Note, in the Loan Agreement or in any other Loan Documents or under applicable Laws, including bringing suit either for damages, for specific performance of any Loan Documents, or agreements contained therein, or for the enforcement of any other appropriate legal or equitable remedy.

Section 7.03 Right to Discontinue Proceedings; Restoration of Position. If Mortgagee has proceeded to invoke any right, remedy or recourse permitted under this Mortgage and thereafter elects to discontinue or abandon the same for any reason, Mortgagee has the unqualified right to do so and in such event Mortgagor and Mortgagee must be restored to their former positions with respect to the Indebtedness and this Mortgage, the Mortgaged Property and all the rights, remedies and recourse of Mortgagee will continue as if the same had not been invoked.

Section 7.04 Waiver of Marshaling. Mortgagor waives its right to require the marshaling of its assets in the event of Mortgagor’s insolvency or bankruptcy. Mortgagor, for itself and on behalf of all persons, parties and entities which may claim under Mortgagor, waives all requirements of law relating to the marshaling of assets, if any, which would be applicable in connection with the enforcement by Mortgagee of its remedies for an Event of Default hereunder, absent this waiver. Mortgagee shall not be required to sell or realize upon any portion of the Mortgaged Property before selling or realizing upon any other portion thereof.

Section 7.05 Expenses of Exercising Rights, Powers and Remedies. In addition to payment by Mortgagor of any fees and expenses of Mortgagee provided for elsewhere in the Loan Documents, the expenses incurred by Mortgagee after the occurrence of any Event of Default and/or in pursuing the rights, powers and remedies contained in this Mortgage shall be immediately due and payable by Mortgagor, with interest thereon from the date incurred at the Default Rate, and shall be added to the Indebtedness secured by this Mortgage, including without limitation, any receiver’s fees, attorneys’ fees, appraisers’ fees, environmental engineers’ and/or consultants’ fees, costs incurred for documentary and expert evidence, stenographers’ charges, publication costs, costs (which may be estimated as to items to be expended after entry of the decree of foreclosure) of procuring all abstracts, registrations or certificates of title, continuations of abstracts of title, title searches and examinations, title insurance policies and commitments and extensions therefor, UCC and chattel lien searches, and similar data and assurances with respect to title as Mortgagee may deem reasonably necessary either to prosecute any foreclosure action or to evidence to bidders at any sale which may be had pursuant to any foreclosure decree the true condition of the title to or the value of the Mortgaged Property, and agent’s compensation.

Section 7.06 Application of Monies. Notwithstanding any provision of this Mortgage to the contrary, except as specified elsewhere herein, monies received or collected by Mortgagee pursuant to an Event of Default, whether through appointment of a receiver, foreclosure, or replevin, or in instances where there is a potential for insurance or Condemnation proceeds to be realized, shall be applied in accordance with the priorities set forth in the Note or in any order of application as it shall determine in its sole discretion unless otherwise required by applicable Laws.

331

Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Loan Date: May __, 2022Document Title: Combination Mortgage,

Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement

26

Section 7.07 Power of Attorney. To effectuate the terms and provisions of this Mortgage, Mortgagor designates and appoints Mortgagee and its designees or agents as Mortgagor’s attorney­in­fact with the full power of substitution and with authority after an Event of Default: to endorse the name of Mortgagor on any notes, acceptances, checks, drafts, money orders, instruments or any other evidences of payment or proceeds of the Mortgaged Property that may come into Mortgagee’s possession; to sign the name of Mortgagor on any invoices, documents, drafts against and notices to account debtors of Mortgagor, assignments and requests for verification of accounts; to execute proofs of claim and loss; to execute any endorsements, or other instruments of conveyance or transfer; to institute any action or proceedings necessary for the recovery and collection of any monies that may be due under any insurance policies; to execute releases; and to do all other acts and things necessary and advisable in the sole discretion of Mortgagee to carry out and enforce this Mortgage. This power of attorney, being coupled with an interest, is irrevocable, while any of the Indebtedness remains unpaid.

ARTICLE VIII – RIGHTS OF MORTGAGEE

Section 8.01 Right to Cure Default. If Mortgagor fails to comply with any of the covenants or obligations of this Mortgage, then, in addition all other rights and remedies available to Mortgagee under this Mortgage, the Loan Agreement and otherwise, Mortgagee may, but is not obligated to, after 10-days’ notice to Mortgagor and without waiving or releasing Mortgagor from any obligation in this Mortgage contained, remedy such failure, and Mortgagor agrees to repay upon demand all sums incurred by Mortgagee in remedying any such failure, together with interest at the Default Rate. All such sums, together with interest as aforesaid, will become Indebtedness secured by this Mortgage, but no such advance may be deemed to relieve Mortgagor from any failure hereunder. Included in this right to remedy a default, Mortgagor authorizes and empowers Mortgagee, at its option, to effect such insurance, to pay unpaid premiums, to pay any Impositions, to cancel and discharge any Levies and liens, and to enter upon and authorize others to enter upon any and all of the Mortgaged Property to perform any covenant, condition, or term which Mortgagor fails to perform, meet or comply with or for any other purpose in connection with the protection, perfection or preservation of Mortgagee’s security, without becoming thereby liable to Mortgagor or any person in possession holding under Mortgagor.

Section 8.02 No Claim Against Mortgagee. Nothing contained in this Mortgage constitutes any consent or request by Mortgagee, express or implied, for the performance of any labor or services or for the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, nor as giving Mortgagor or any party in interest with Mortgagor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would create any personal liability against Mortgagee in respect thereof or would permit the making of any claim that any lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the lien of this Mortgage.

Section 8.03 Inspection; Appraisal; Reappraisal. Mortgagor will permit Mortgagee’s authorized representatives to enter the Premises (subject to the terms of any Leases) at all reasonable times upon reasonable notice for the purpose of inspecting the same; provided Mortgagee has no duty to make such inspections and does not incur any liability or obligation for making or not making any such inspections. Mortgagee’s activities at the Premises shall be conducted in a manner that minimizes disruption of Mortgagor’s activities, taking into consideration the needs of teachers and students as reasonably understood by Mortgagee or as communicated by Mortgagor to Mortgagee. Upon such frequency as Mortgagee may determine and whether or not Mortgagor is in Default, Mortgagee shall be entitled to perform and Mortgagor shall cooperate with examinations, inspections, audits and appraisals as provided herein. Mortgagor shall maintain complete and accurate books and records with respect to

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Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Loan Date: May __, 2022Document Title: Combination Mortgage,

Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement

27

the Mortgaged Property including any Leases. Upon advance notice by Mortgagee to Mortgagor, Mortgagor shall permit access thereto by Mortgagee and by Mortgagee's designated representatives and agents for purposes of inspection, copying and/or auditing. Mortgagee and Mortgagee's designated representatives and agents shall also have the right upon advance notice to examine, inspect and/or appraise any of the Mortgaged Property wherever located. Mortgagor shall pay for or reimburse Mortgagee for any professional fees or other expenses incurred by Mortgagee in connection with any examinations, inspections or audits of the books and records of Mortgagor and/or any examinations, inspections and/or appraisals of the Mortgaged Property.

Section 8.04 Waivers, Releases, Resort to Other Security, Etc. Without affecting the liability of any party liable under any of the Loan Documents or performance of any obligation contained herein, and without affecting the rights of Mortgagee with respect to any security not expressly released in writing, Mortgagee may, at any time, and without notice to or the consent of Mortgagor or any party in interest to the Mortgaged Property or any of the Loan Documents: (i) release any person liable under any of the Loan Documents from performance of any obligation therein; (ii) make any agreement extending the time or otherwise altering the terms of the Loan Documents or modifying or waiving any obligation, or subordinating, modifying or otherwise dealing with the lien or charge hereof; (iii) accept any additional security; (iv) release or otherwise deal with any property, real or personal, including any or all of the Mortgaged Property; or (v) resort to any security agreement, pledge, contract or guarantee, or other security, and exhaust any one or more of said securities and the security hereunder, either concurrently or independently and in such order as it may determine.

Section 8.05 Forbearance Not a Waiver; Rights and Remedies Cumulative. Each right, power or remedy herein conferred upon Mortgagee is cumulative and in addition to every other right, power or remedy, express or implied, now existing or hereafter arising, available to Mortgagee, at law or in equity, or under the UCC, 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 Mortgagee and will not be a waiver of the right to exercise at any time thereafter any other right, power or remedy. No delay or omission by Mortgagee in the exercise of any right, power or remedy arising hereunder or arising otherwise will impair any such right, power or remedy or the right of Mortgagee to resort thereto at a later date or be construed to be a waiver of any default under this Mortgage.

Section 8.06 Estoppel Certificate. Mortgagor agrees at any time and from time to time, upon not less than 10 days’ prior notice by Mortgagee, to execute, acknowledge and deliver, without charge, to Mortgagee or to any person designated by Mortgagee, a statement in writing certifying that this Mortgage is unmodified (or if there have been modifications, identifying the same by the date thereof and specifying the nature thereof), the principal amount then secured hereby, that Mortgagor has not received any notice of default or notice acceleration or foreclosure of this Mortgage (or if Mortgagor has received such a notice, that it has been revoked, if such be the case), that to the knowledge of Mortgagor no Event of Default exists hereunder (or if any such Event of Default does exist, specifying the same and stating that the same has been cured, if such be the case), Mortgagor to Mortgagor’s knowledge has no claims or offsets against Mortgagee (or if Mortgagor has any such claims, specifying the same), and the dates to which the principal and interest and the other sums and charges payable by Mortgagor pursuant to the Note and this Mortgage have been paid. If Mortgagor fails to execute, acknowledge and deliver such statement within the time above required, Mortgagor appoints and constitutes Mortgagee as Mortgagor’s attorney-in-fact to do so (which power of attorney is coupled with an interest and is irrevocable), and Mortgagor shall be fully bound by any such statement executed by Mortgagee on

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Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Loan Date: May __, 2022Document Title: Combination Mortgage,

Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement

28

Mortgagor’s behalf to the same extent as if Mortgagor had executed, acknowledged and delivered the same.

ARTICLE IX – MISCELLANEOUS

Section 9.01 Binding Effect on Successors and Assigns. This Mortgage and each and every covenant, agreement and other provision hereof is binding upon and enforceable in all events against Mortgagor and its successors and assigns, and each of them, jointly and severally including, without limitation, each and every record owner of the Mortgaged Property or any other person having an interest therein; it will run with the Land and inure to the benefit of Mortgagee and its successors and assigns.

Section 9.02 Notices. All notices, certificates and communications hereunder are properly and sufficiently given when delivered in accordance with the terms of Section 7.1 of the Loan Agreement, which is incorporated herein by reference.

Section 9.03 Governing Law and Construction. The validity, construction and enforceability of this Mortgage shall be governed by the internal Laws of the State of Minnesota, without giving effect to conflict of laws or principles thereof, but giving effect to federal Laws of the United States applicable to national banks. Whenever possible, each provision of this Mortgage and any other statement, instrument or transaction contemplated hereby or relating hereto, shall be interpreted in such manner as to be effective and valid under such applicable Laws, but, if any provision of this Mortgage or any other statement, instrument or transaction contemplated hereby or relating hereto shall be held to be prohibited or invalid under such applicable Laws, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Mortgage or any other statement, instrument or transaction contemplated hereby or relating hereto.

Section 9.04 Consent to Jurisdiction. At the option of Mortgagee, this Mortgage and the Note may be enforced in any federal court or state court sitting in Hennepin, Ramsey, or Carver County, Minnesota; and Mortgagor consents to the jurisdiction and venue of any such court and waives any argument that venue in such forums is not convenient. If Mortgagor commences any action in another jurisdiction or venue under any tort or contract theory arising directly or indirectly from the relationship created by this Mortgage, Mortgagee at its option shall be entitled to have the case transferred to one of the jurisdictions and venues above described, or if such transfer cannot be accomplished under applicable Laws, to have such case dismissed without prejudice.

Section 9.05 Waiver of Jury Trial. MORTGAGOR IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS MORTGAGE OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 9.06 Severability. If any term, condition or provision of this Mortgage or the application thereof to any person or entity or circumstance is, to any extent, held to be invalid or unenforceable, the remainder hereof and the application of such term, provision and condition to persons or entities or circumstances other than those as to whom it is held invalid or unenforceable will not be affected thereby, and this Mortgage and all the terms, provisions and conditions hereof will, in all other respects, continue to be effective and be complied with to the full extent permitted by law.

334

Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Loan Date: May __, 2022Document Title: Combination Mortgage,

Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement

29

Section 9.07 Modifications to Mortgage; Final Maturity Date. This Mortgage may not be modified, amended, supplemented, extended, restated or replaced except in a writing signed by Mortgagee and Mortgagor. Mortgagor shall, at the request of the Mortgagee, amend the Mortgage to reflect any change in the final maturity date of the debt secured by the Mortgage as set forth in the Mortgage if such date is either accelerated or extended as provided in the Note. However, in no case may the final maturity date be extended beyond thirty (30) years from the date of the Note.

Section 9.08 Assignability; Participation Interests. Mortgagee shall have the right to assign this Mortgage, in whole or in part, or sell participation interests herein, to any person obtaining an interest in the Indebtedness. Mortgagor acknowledges that Mortgagee may and will have the right to sell participation interests in the Note. If any of Mortgagee’s participants require any additional information, Mortgagor will use all reasonable efforts to obtain and deliver such information.

Section 9.09 Effect. This Mortgage is in addition and not in substitution for any other guarantees, covenants, obligations or other rights now or hereafter held by Mortgagee from any other person or entity in connection with the Note.

Section 9.10 Counterparts. This Mortgage may be executed in several counterparts, each of which is an original and all of which when taken together constitute but one and the same instrument.

Section 9.11 Construction Mortgage. This Mortgage secures an obligation incurred for the construction of an improvement on land and is a construction mortgage within the meaning of the applicable Minnesota Statutes.

Section 9.12 Future Advances. Upon request of Mortgagor, Mortgagee, at its option, prior to the discharge of this Mortgage, may make future advances to Mortgagor. Such future advances shall be secured by this Mortgage when evidenced by promissory notes stating that said notes are secured hereby.

A. To the extent that this Mortgage secures future advances, the amount of such advances is not currently known. The acceptance of this Mortgage by Mortgagee, however, constitutes anacknowledgment that Mortgagee is aware of the provisions of Minn. Stat. §287.05, Subd. 3, and intends to comply with the requirements contained therein.

B. Notwithstanding anything contained in this Mortgage to the contrary, the maximum principal amount of indebtedness secured by this Mortgage at any one time, excluding advances madeby Mortgagee in protection of the Premises or the lien of this Mortgage, shall be $10,000,000.00.

C. The representations contained in this section are made solely for the benefit of county recording authorities in determining the mortgage registration tax payable as a prerequisite to the recording of this Mortgage. Mortgagor acknowledges that such representations do not constitute or implyan agreement by Mortgagee to make any future advances to Mortgagor.

[Remainder of page left blank intentionally. Signature page immediately follows.]

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Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Document Title: Combination Mortgage, Assignment of Leases and Rents, Security Agreement

and Fixture Financing Statement

[Signature page to Combination Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement (Southwest Christian High School Project)]

IN WITNESS WHEREOF, Mortgagor and Mortgagee have caused this Mortgage to be executed and delivered as of the date first above written.

SOUTHWEST CHRISTIAN HIGH SCHOOL, INC., a Minnesota nonprofit corporation

By:__________________________________ Its:__________________________________

STATE OF MINNESOTA )) ss.

COUNTY OF ____________ )

The foregoing instrument was acknowledged before me this ____ day of _____________, 2022, by _____________________, the _____________________of Southwest Christian High School, Inc., a Minnesota nonprofit corporation, on behalf of the corporation.

(Insert Notary Seal Below)Notary Public

336

Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Document Title: Combination Mortgage, Assignment of Leases and Rents, Security Agreement

and Fixture Financing Statement

A-1

EXHIBIT A

Legal Description of Land

Lot 1, Block 1, Southwest Christian High School Development, Carver County, Minnesota.

Excepting therefrom that part of Lot 1, Block 1, Southwest Christian High School Development described as follows:

Commencing at the most Northerly corner of Lot 2, Block 1, Southwest Christian High School Development; thence on a bearing of South 27 degrees 11 minutes 18 seconds West, along the Northwesterly line of said Lot 2, 289.86 feet to the corner of said Lot 2, which is the point of beginning; thence continuing South 27 degrees 11 minutes 18 seconds West, 17.03 feet; thence on a bearing of South 12 degrees 48 minutes 42 seconds East, 92.53 feet to the right of way line of White Oak Drive, thence along the right of way White Oak Drive on a non-tangential curve, concave to the South, having a cord bearing of North 58 degrees 18 minutes 28 seconds East, a radius of 60.00 feet, a central angle of 10 degrees 12 minutes 30 seconds, a curve length of 10.69 feet, a cord distance of 10.68 feet to an extension of the Southwest line of said Lot 2; thence along the West line of said Lot 2, North 12 degrees 20 minutes.

Abstract Property

337

Borrower and Mortgagor: Southwest Christian High School, Inc.Loans #20006283138 and #20006238149

Document Title: Combination Mortgage, Assignment of Leases and Rents, Security Agreement

and Fixture Financing Statement

B-1

EXHIBIT B

Permitted Encumbrances

1. Encumbrances pertaining to the Land as may be listed on Schedule B of the Loan Policy of Title Insurance issued by Stewart Title Guaranty Company, identified as Commercial Partners Title File #59534, dated effective the date of recording of this Mortgage, as it may be updated from time to time with the consent of Mortgagee.

2. This Mortgage and any mortgages or other security documents securing additional indebtedness in favor of Mortgagee from time to time

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PLEDGE AGREEMENT

This Pledge Agreement is made as of May__, 2022 between the City of Plymouth, Minnesota, a municipal corporation and political subdivision of the State of Minnesota (the “City”), and Old National Bank, a national banking association (the “Lender”).

Recitals

WHEREAS, Southwest Christian High School, Inc., a Minnesota nonprofit corporation (the “Borrower”), and the City have entered into a Loan Agreement (the “Loan Agreement”) of even date herewith, pursuant to which the City will lend to the Borrower the proceeds of the $10,000,000 Educational Facilities Revenue Note, Series 2022B (Southwest Christian High School Project) (the “Note”); and

WHEREAS, the Note is to be payable from and secured by the loan repayments to be made by the Borrower under the Loan Agreement; and the Lender, as a condition to the purchase of the Note, has required the execution of this Pledge Agreement.

NOW THEREFORE, as an inducement to the Lender to purchase the Note, and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties hereby agree as follows:

1. In order to secure the due and punctual payment of the Note and all other sums due the Lender under the Loan Agreement, the City does hereby pledge and assign to the Lender all of the City’s right, title and interest in and to the Loan Agreement, subject to the City’s rights under the provisions of Section 7.9 thereof.

2. The City hereby represents and warrants to the Lender that the City’s right, title and interest in the Loan Agreement is free and clear of any lien, security interest or other encumbrance other than that arising under this Pledge Agreement.

3. The City hereby authorizes the Lender to exercise, whether or not a default exists under the Note or an Event of Default has occurred under the Loan Agreement, either in the City’s name or the Lender’s name, any and all rights or remedies available to the City under the Loan Agreement. The City agrees, on request of the Lender, to execute and deliver to the Lender such other documents or instruments as shall be deemed necessary or appropriate by the Lender at any time to confirm or perfect the security interest hereby granted. The City hereby appoints the Lender its attorney-in-fact to execute on behalf of the City, and in its name, any and all such assignments, financing statements or other documents or instruments which the Lender may deem necessary or appropriate to perfect, protect or enforce the security interest hereby granted.

4. The City will not:

(a) exercise or attempt to exercise any remedies under the Loan Agreement, except as permitted by Sections 6.2 and 7.9 of the Loan Agreement, or terminate, modify or accept a surrender of the same, or by affirmative act, consent to the creation or existence of any

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security interest or other lien in the Loan Agreement to secure payment of any other indebtedness; or

(b) receive or collect or permit the receipt or collection of any payments, receipts, rentals, profits or other moneys under the Loan Agreement (except as allowed under Section 7.9 thereof) or assign, transfer or hypothecate (other than to the Lender hereunder) any of the same then due or to accrue in the future.

5. The City expressly covenants and agrees that the Lender shall be entitled to receive all payments under the Loan Agreement (except any payments due the City under Section 7.9 thereof), and hereby authorizes and directs the Borrower to make such payments directly to the Lender. The Lender covenants and agrees that all payments received by the Lender pursuant to the Loan Agreement shall be applied as provided in the Loan Agreement.

6. The Lender agrees to advance the purchase price of the Note directly to the Borrower as provided in the Note, the Loan Agreement, and the Disbursing Agreement (as defined in the Loan Agreement). In accordance with Section 7.9 of the Loan Agreement the Lender hereby assumes the City’s and Lender’s obligations to the Borrower thereunder except for the City's obligations in connection with its representations in Section 2.1 of the Loan Agreement which are not being assumed.

7. If an Event of Default (as defined in the Loan Agreement) shall occur and be continuing, the Lender may exercise any one or more or all, and in any order, of the remedies hereinafter set forth, in addition to any other remedy at law or in equity or specified in the Loan Agreement, it being expressly understood that no remedy herein conferred is intended to be exclusive of any other remedy or remedies; but each and every remedy shall be cumulative and shall be in addition to every other remedy given herein or now or hereafter existing at law or in equity or by statute:

(a) The Lender may, without prior notice of any kind declare the principal of and interest accrued and any premium (as described in the Loan Agreement) on the Note immediately due and payable.

(b) The Lender may exercise any rights and remedies and options of a secured party under the Uniform Commercial Code as adopted in the State of Minnesota and any and all rights available to it under the Loan Agreement and Mortgage (as defined in the Loan Agreement) securing payment of the Note.

8. Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all the covenants, promises and agreements in this Pledge Agreement contained by or on behalf of the City or the Lender shall bind and inure to the benefit of the respective successors and assigns of such parties whether so expressed or not.

9. The unenforceability or invalidity of any provision or provisions of this Pledge Agreement shall not render any other provision or provisions herein contained unenforceable or invalid.

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10. This Pledge Agreement shall in all respects be construed in accordance with and governed by the laws of the State of Minnesota. This Pledge Agreement may not be amended or modified except in writing signed by the City and the Lender.

11. This Pledge Agreement may be executed, acknowledged and delivered in any number of counterparts and each of such counterparts shall constitute an original but all of which together shall constitute one agreement.

12. The terms used in this Pledge Agreement which are defined in the Loan Agreement shall have the meanings specified therein, unless the context of this Pledge Agreement otherwise requires, or unless such terms are otherwise defined herein.

13. No obligation of the City hereunder shall constitute or give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers, but shall be payable solely out of the proceeds and the revenues derived under the Loan Agreement.

[Remainder of page left blank intentionally. Two signature pages immediately follow.]

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S-1

IN WITNESS WHEREOF, the City and the Lender have caused this Pledge Agreement to be duly executed as of the day and year first above written.

CITY OF PLYMOUTH, MINNESOTA

By______________________________ Its Mayor

By______________________________ Its City Manager

Signature page to Pledge Agreement

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S-2

OLD NATIONAL BANK

By______________________________ Kelly L. Elkin

Its Corporate Banking Executive & Manager, Government & Nonprofit Banking

Signature page to Pledge Agreement

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Revenue Bond and Financing 1 of 6 City Council Policy

AMENDED AND RESTATED PRIVATE ACTIVITY REVENUE BOND FINANCING POLICY FOR THE CITY AND HOUSING AND REDEVELOPMENT

AUTHORITY

I. INTRODUCTION

Each of the City of Plymouth, Minnesota (the “City”) and the Housing and Redevelopment Authority in and for the City of Plymouth, Minnesota (the “Authority”; together with the City, the “Issuers”) has been granted authority to issue tax-exempt private activity bonds to finance the following types of projects:

(1) Manufacturing / industrial facilities;

(2) Multifamily housing;

(3) Health care facilities and

(4) Other projects on behalf of 501(c)(3) organizations.

The City should be the issuer of first resort. If the City is the issuer, the Authority need not be involved. If the Authority is the issuer, both the Authority and the City must meet to approve the issuance. In certain instances, however, bank qualification or other considerations may lead to the Authority acting as issuer.

With the exception of housing projects, financings for all of the above undertakings are authorized under Minnesota Statutes, Sections 469.152 through 469.165, as amended (the “Act”). Bonds for housing projects are authorized under Minnesota Statutes, Chapter 462C.

II. GENERAL REQUIREMENTS

The following are the general guidelines and requirements the Issuers will use to evaluate requests for private activity bond financing and to administer private activity bonds. The Issuers have complete discretion to issue private activity bonds and reserve the right to approve only proposals which, in the opinion of the Issuer, meet the needs of the Issuer and have a strong likelihood of success. All proposals for the issuance of private activity bonds must meet the following general requirements:

A. Be consistent with the City's Comprehensive Plan (the “Plan”).

B. Fulfill all of the applicable federal and state requirements for the issuance of private activity bonds.

C. Comply with all applicable federal, state, regional, and City laws, including zoning and land use regulations and ordinances applicable to the development.

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D. The applicant for private activity bond financing and the applicant's bond underwriters shall hold the Issuers and their respective officers, consultants, and agents harmless from any alleged or actual violations of any securities laws, state or federal, in connection with the issuance of private activity bonds for the development. In addition, the Issuers shall not be held responsible for any debt repayment of the bond issue or other costs relating to the development, should it fail financially for any reason.

E. The applicant shall enter into appropriate agreements with the Issuer for the issuance of the private activity bonds, including agreements to enforce the Issuer's requirements for the issuance of the private activity bonds. The term of these agreements shall at a minimum be equal to the term of the private activity bonds.

III. TYPES OF PROJECTS

1. Manufacturing / Industrial Facilities

Bonds for manufacturing facilities are issued under the Act and either Section 144(a) or Section 141 of the Internal Revenue Code, as amended (the “Code”). In addition, the bonds are generally subject to the volume cap allocation requirements of Minnesota Statutes, Chapter 474A, as amended. The purpose of issuing bonds for such facilities is to encourage the development of appropriate industrial projects that will benefit the community by providing jobs and economic development, eliminating blight, and increasing property values. Manufacturing bonds are available only for “core” manufacturing projects, and only for relatively small manufacturers (cannot expect to have more than $20M of capital expenditures in the City in the six-year period surrounding issuance of the bonds).

2. Multifamily Housing

Housing bonds to finance privately-owned multi-family housing facilities within the City are authorized under Minnesota Statutes, Chapter 462C and either (a) in the case of facilities owned by 501(c)(3) entities, Section 145 of the Code or (b) in the case of facilities owned by non-501(c)(3) entities, Section 142(d) of the Code. The purpose of issuing housing bonds is to benefit the community by encouraging the production of affordable housing for low- and moderate-income households within the City.

In evaluating proposals for the issuance of housing bonds, the Issuer will give priority to proposals which utilize other non-City, non-Authority funding sources to assist in meeting the Issuers’ housing goals, have connections to transit, include parks and open space, contribute to housing diversity, and utilize innovative design and other criteria which may be important to meeting the goals of the Issuers. In addition, the Issuers will consider the following:

Contribution to meeting the housing goals enumerated in the Plan.

A minimum of 10% of the total units included in the development (the “Affordable Units”), or such higher percentage as is required by the Issuer, must be occupied by low-income families at affordable rents. Low-income is defined as no more than 50% of the HUD Adjusted Median Family Income (HAMFI), adjusted for family size, for the Minneapolis-St. Paul Metropolitan Statistical Area (Minneapolis-St. Paul MSA) as determined under the federal Section 8

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Revenue Bond and Financing 3 of 6 City Council Policy

Housing Assistance Program. If such program is terminated, an equivalent program designated to function in its place, based on the median family income of the Minneapolis-St. Paul MSA, adjusted for family size, shall be used to determine the applicable income limits. If the bonds are to be issued for a non-501(c)(3) entity under Section 142(d) of the Code, the project must also meet the Code’s income restrictions (a choice of 20% of the units occupied by individuals with 50% or less of area median income or 40% of the units occupied by individuals with 60% or less of area median income).

Affordable rents shall be specifically calculated for the number of bedrooms available per unit and shall not exceed 30% of the defined low-income limit indicated above based on an average occupancy of 1.5 persons per bedroom and subject to applicable utility allowances as determined under the Section 8 Program or its equivalent. The Issuer may establish a lower average occupancy if warranted by the actual or intended occupancy of the property, such as for senior or special needs housing.

In the event that the Issuer determines that its occupancy and rent requirements specified above may imperil the development’s long-term financial feasibility, alternative proposals, compatible with state and federal requirements for the issuance of housing bonds and consistent with the intent of promoting the development, expansion, and preservation of affordable housing in the community may be considered by the Issuer.

Persons approved for the Section 8 Housing Assistance Program who meet the development’s reasonable tenant selection criteria will not be excluded from consideration for occupancy. Exceptions may be permitted for units that do not meet Section 8 requirements or other criteria in accordance with any requirements or restrictions acceptable to the Issuer.

All reporting relating to the development, including occupancy, rents and tenant incomes, shall be in the form specified by, or acceptable to, the Issuer, subject to applicable requirements of state and federal law.

The applicant must demonstrate a long-term commitment to actively develop and maintain a cooperative working relationship with community services available to tenants. In addition, the owner or designated managing agent will actively participate in the Plymouth Apartment Manager’s Association and the Plymouth Crime-free Multi-housing Program or their equivalents.

The following requirements must also be met for proposals to be considered by the

Issuer:

As required by federal law relating to housing bonds, proposals for the acquisition and rehabilitation of existing structures must allocate an amount not less than 15% of the bond-funded acquisition cost within a two-year period to rehabilitate the property. The Issuer may require specific work to be included in the rehabilitation of the structure as a condition for the issuance of the bonds.

3. Health Care Facilities

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Health care facility revenue bonds are issued to finance hospital, nursing home or assisted living facilities within the City owned and operated by 501(c)(3) entities. Such bonds are issued in accordance with the Act and Section 145 of the Code. The purpose of issuing health care bonds is to benefit the community by encouraging the availability of affordable health care services for residents of the City.

4. Facilities for other 501(c)(3) Organizations

Bonds may be issued to finance facilities within the City providing services that benefit the City and its residents (including, without limitation, educational services) owned and operated by 501(c)(3) entities. Such bonds are issued in accordance with the Act and Section 145 of the Code. The purpose of issuing such bonds is to benefit the community by encouraging the availability of beneficial services for residents of the City.

IV. DESIGN AND MAINTENANCE STANDARDS

A. The development shall use building and design materials that are in compliance with applicable state and local building and licensing codes and designated maintenance standards.

B. The design and maintenance must be compatible with other neighboring land uses, building architecture, and landscaping.

V. FINANCIAL REQUIREMENTS

The Issuers strongly prefer that private activity bonds be issued with an investment grade rating from one or more of the national rating agencies, or be secured, in whole or in part, by a letter of credit or similar security from a major financial institution.

VI. FEES

A. A non-refundable application fee of $2,500 is due at the time the application is made. This fee shall be due in the case of an application for either a new money or a refunding issue. This Application Fee is in addition to the other fees set forth below and is not a credit against any of said fees.

B. An initial issuance fee of 1/2 of 1% of the principal amount of the private activity bonds is due at the time of closing. This fee shall be due in the case of an application for either a refunding issue or a new money issue. In the case of housing bonds, Tthe fee shall be deposited in the Affordable Housing AccountHRA General Fund. In the case of all other private activity bonds, the fee shall be deposited in the Project Administration Fee Account or the General Fund.

C. All fees and expenses in relation to the issuance of the private activity bonds (in addition to the foregoing application fee and issuance fee), including the fees of the Issuer's bond counsel and financial consultants, shall be the responsibility of the applicant, regardless of whether the private activity bonds are actually issued.

D. For applications requiring an allocation of bonding authority from the Minnesota Department of Finance (the “Department”) pursuant to the provisions of Chapter 474A, an application, in the form prescribed by the Department, must be submitted to the Department along with the appropriate application deposit and nonrefundable application fee due to the Department. The applicant must pay the cost of completion of the

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application materials, if any, and the amount of the state application deposit and nonrefundable fee must be remitted to the Issuer prior to its submission to the state. After the private activity bond closing and appropriate notice of issue is filed with the Department, the application deposit paid by the Issuer at the time of the bond allocation request will be refunded to the Issuer. The Issuer will then refund a corresponding amount of the application fee paid to the Department to the applicant.

VII. REFUNDING BONDS

Previous issuance of private activity bonds by the Issuer does not commit the Issuer to the issuance of refunding bonds at a future date. Applications for the refunding of previously issued private activity bonds will be evaluated in terms of general benefit to the Issuer based on such factors as financial benefit to the applicant, the project's past operating history, including property maintenance and employment, and the applicant's future plans for operations in the City. To the extent appropriate, the provisions of this private activity bond financing policy shall apply to refunding bonds.

It is recognized that developments previously financed may not have met the foregoing requirements applicable to new financing requests. Applications that include the refunding of previously issued bonds will be evaluated based on such factors as substantial debt service savings, removal of bonding covenants significantly impairing the financial feasibility of the development, significant rehabilitation or physical improvements of the property, or enhancements to the affordability of existing rents.

VIII. PROCESS

The process for obtaining private activity bond financing is as follows:

A. An application for the issuance of private activity bonds must be submitted in the form specified by Issuer staff along with the required application fee.

B. Issuer staff will complete an initial review to evaluate the proposal and determine whether it qualifies for consideration for financing.

C. Staff will consult with the Issuers’ bond counsel and financial consultant as necessary to verify the development’s qualifications for financing and determine project feasibility. Because of the complexity of qualifying project activities under the Internal Revenue Code, it is essential that bond counsel be consulted early in the application process.

D. For proposals requiring a bond allocation from the Department prior to issuance (in general, projects described in (1) and some projects described in (2) above), the proposal will be presented to the Issuer for a preliminary resolution. The resolution will identify the preliminary intent of the Issuer to issue bonds, a description of the proposed development, and the amount of bonds to be issued. Upon adoption of the preliminary resolution, the applicant, working with the Issuers’ bond counsel, shall prepare the application to be submitted by the Issuer for a bond allocation to the Department.

E. After a state bond allocation has been issued or when a proposal does not require a bond allocation from the Department, the applicant, bond counsel, and underwriter will complete the necessary bond documents. All of the projects described in this policy require a public hearing held by the Issuer and approval by the City at some time after the

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public hearing. Housing bonds under Chapter 462C require, prior to publication of notice of the public hearing, submission of a Housing Program to the Metropolitan Council. The Program must be approved by the Metropolitan Council. Following such public hearing, the Issuer will adopt a final bond resolution approving the documentation to be executed by the Issuer and authorizing the execution of said documents and the issuance of the bonds.

F. Prior to the issuance of private activity bonds (other than housing bonds issued under Minnesota Statutes, Chapter 462C), and following the public hearing, the Issuer must file an application for approval of the bond issue with the Minnesota Department of Employment and Economic Development. The application is considered routine if the proper documentation is filed including the completed application form, the Issuer's bond resolution, a preliminary bond counsel opinion, evidence of the public hearing, and a letter of preliminary intent from the bond underwriter to underwrite the bond issue.

G. Until the private activity bonds are issued, the Issuer reserves the right to:

(1) Reject applicant’s choice of underwriter, trustee, paying agent, placement agent, or legal counsel.

(2) Require corrections or amendments to any legal document.

(3) Reject the proposal and the issuance of the private activity bonds if the Issuer determines, in its sole discretion, that the financing is not in furtherance of the Issuer’s goals or is otherwise unacceptable, even if preliminary approval for the proposal or any part of the proposal being separately considered has previously been given.

H. Within 5 days of closing of the bond issue, or as otherwise determined by statute or appropriate regulations, the Issuer must file a report with the Department that the bonds have been issued. This filing will trigger the fee refund referenced above in Section VI, paragraph D.

Resolution No. 2019-133, May 14, 2019

349

CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION ADOPTING AN AMENDED AND RESTATED PRIVATE ACTIVITY REVENUE BOND

FINANCING POLICY FOR THE CITY AND THE HOUSING AND REDEVELOPMENT AUTHORITY

WHEREAS, the City of Plymouth (the “City”) and the Housing and Redevelopment Authority of the City (the “Authority”) have heretofore adopted a Private Activity Revenue Bond Financing Policy for the City and the Housing and Redevelopment Authority (the “Policy”); and

WHEREAS, the City desires to amend and restate the Policy.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA, that the City adopts the Amended and Restated Private Activity Revenue Bond Financing Policy for the City and the Authority, in the form attached hereto as Exhibit A.

APPROVED by the City Council on this 12th day of April.

STATE OF MINNESOTA)COUNTY OF HENNEPIN) SS.

The undersigned, being the duly qualified and appointed City Clerk of the City of Plymouth, Minnesota, certifies that I compared the foregoing resolution adopted at a meeting of the Plymouth City Council on April 12, 2022, with the original thereof on file in my office, and the same is a correct transcription thereof.

WITNESS my hand officially as such City Clerk and the Corporate seal of the City this __________day of ________________________, ___________.

____________________________________City Clerk

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Extract of Minutes of a Meeting of theCity Council of the City of Plymouth, Minnesota

Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Plymouth, Minnesota was duly held in the City of Plymouth, Minnesota, on Tuesday, April 12, 2022, at 7:00 o'clock P.M.

The following members were present:

and the following were absent:

During said meeting _________ introduced the following resolution and moved its adoption:

RESOLUTION NO. _______

RESOLUTION APPROVING THE ISSUANCE AND SALE OF ANEDUCATIONAL FACILITIES REVENUE NOTE, SERIES 2022B AND

AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO(SOUTHWEST CHRISTIAN HIGH SCHOOL PROJECT)

WHEREAS,

(a) Minnesota Statutes, Sections 469.152 to 469.165, as amended (the "Act"),authorizes cities to issue revenue bonds to finance or refinance industrial development projects to promote the welfare of the state by the active development of economically sound industry and commerce to meet the needs of an increasing population and the need for development of land use which will provide an adequate tax base to finance the increasing cost of governmental services and access to employment opportunities for such population;

(b) Factors necessitating the active promotion and development of economically sound industry and commerce are the increasing concentration of population in the metropolitan areas and the rapidly rising increase in the amount and cost of governmental services required to meet the needs of the increased population and the need for development of land use which will provide an adequate tax base to finance these increased costs and the need for access to employment opportunities for such population;

(c) The City Council of the City of Plymouth, Minnesota (the "City") has received from Southwest Christian High School, a Minnesota nonprofit corporation organized under the laws of the State of Minnesota (the "Borrower"), a proposal that the City, along with the City of Carver, Minnesota or another Minnesota governmental entity ("Carver"), undertake a program to finance the Project (as defined below) through the issuance of revenue notes or other obligations, in one or more series pursuant to the Act, and in connection therewith the following described notes are to be issued: (i) City of Plymouth, Minnesota Educational Revenue Note (Southwest Christian High School Project) Series 2022B (the "Plymouth Note") and (ii) City of Carver, Minnesota Educational Revenue Note

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(Southwest Christian High School Project) Series 2022A (the "Carver Note" and together with the Plymouth Note, the "Notes"), in the total aggregate principal amount not to exceed $15,000,000;

(d) The City desires to facilitate the selective development of the surrounding community, retain and improve the tax base and help to provide the range of services and employment opportunities required by the population, including educational services; and the Project will assist the City in achieving those objectives and will enhance the image and reputation of the City and the surrounding community;

(e) The Project to be financed by the Notes consists of (i) refinancing the City of Chaska, Minnesota Educational Facilities Revenue Note (Southwest Christian High School Project), Series 2012, dated November 19, 2012, the proceeds of which were used to finance, in part, the acquisition, construction and equipping of a high school facility located at 1981 Bavaria Road in Chaska, Minnesota (the "School Facility"), including classrooms, administrative offices, a media/student center, music and practice rooms, art and science rooms, and a two-stage gymnasium; (ii) refinancing a taxable loan evidenced by a promissory note, dated October 19, 2018, the proceeds of which financed the acquisition, construction, and equipping of additional classrooms, offices, and other spaces at the School Facility; and (iii) financing the acquisition, construction, and equipping, of an athletic field house and related facilities at the School Facility;

(f) The City has been advised by representatives of the Borrower that, with the aid of municipal financing, and its resulting lower borrowing cost, the Project is economically more feasible;

(g) Based on representations of the Borrower, no public official of the City has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project; and

(h) The Notes, as and when issued, will not constitute a charge, lien or encumbrance upon any property of the City, Carver, or the City of Chaska and will not be a charge against the general credit or taxing powers of the City, Carver, or the City of Chaska;

(i) A public hearing on the Project was held on April 12, 2022, after notice was published and materials made available for public inspection at the City Hall, all as required by the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended, at which public hearing all those appearing who desired to speak were heard and written comments were accepted.

BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota (the "City"), as follows:

SECTION 1. LEGAL AUTHORIZATION AND FINDINGS.

1.1 Findings. The City hereby finds, determines and declares as follows:

(a) The City is a municipal corporation and a political subdivision of the State of Minnesota and is authorized under the Act to assist the revenue producing project herein referred to, and to issue and sell the Plymouth Note, as hereinafter defined, for the purpose, in the manner and upon the terms and conditions set forth in the Act and in this Resolution.

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(b) The issuance and sale of the Educational Facilities Revenue Note, Series 2022B, (Southwest Christian High School Project) (the "Plymouth Note") by the City, pursuant to the Act, is in the best interest of the City, and the City hereby determines to issue the PlymouthNote and to sell the Plymouth Note to Old National Bank, a national banking association with one of its locations in the City of Chaska or another banking institution with one or more locations in Minnesota (the "Lender"), as provided in an Agreement to Purchase (the "Purchase Agreement") to be entered into between the Borrower, the City, and the Lender. A draft of the Purchase Agreement has been submitted to the City Council. The City will loan the proceeds of the Plymouth Note (the "Loan") to the Borrower in order to finance the Project.

(c) Pursuant to a Loan Agreement (the "Loan Agreement") to be entered into between the City and the Borrower, the Borrower has agreed to repay the Plymouth Note in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Plymouth Note. In addition, the Loan Agreement contains provisions relating to the maintenance and operation of the Project, indemnification, insurance, and other agreements and covenants which are required or permitted by the Act and which the City and the Borrower deem necessary or desirable for the financing of the Project. A draft of the Loan Agreement has been submitted to the City Council.

(d) Pursuant to a Pledge Agreement (the "Pledge Agreement") to be entered into between the City and the Lender, the City has pledged and granted a security interest in all of its rights, title, and interest in the Loan Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses). A draft of the Pledge Agreement has been submitted to the City Council.

(e) Pursuant to a Combination Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Financing Statement (the "Mortgage") to be executed by the Borrower and the Lender, the Borrower has secured payment of amounts due under the Loan Agreement and Plymouth Note by granting to the Lender a mortgage and security interest in the property described therein. A draft of the Mortgage has been submitted to the City Council. The City is not a party to the Mortgage.

(f) The Plymouth Note will be a special, limited obligation of the City. The PlymouthNote shall not be payable from or charged upon any funds other than the revenues pledged to the payment thereof, nor shall the City be subject to any liability thereon. No holder of the Plymouth Note shall ever have the right to compel any exercise of the taxing power of the City to pay the Plymouth Note or the interest thereon, nor to enforce payment thereof against any property of the City. The Plymouth Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation.

(g) Nothing in this resolution or the documents prepared pursuant hereto shall authorize the expenditure of any municipal funds on the Project other than the revenues derived from the Project or otherwise granted to the City for this purpose. The Plymouth Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property or funds of the City except the revenue and proceeds pledged to the payment thereof, nor shall the City be subject to any liability thereon. The holder of the Plymouth Note shall never have the right to compel any exercise of the taxing power of the City to pay the outstanding principal on the Plymouth Note or the interest thereon, or to enforce payment thereon against any property

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of the City, except such property as may be expressly pledged for the security of the PlymouthNote. The Plymouth Note shall recite in substance that the Plymouth Note, including the interest thereon, is payable solely from the revenue derived from the Project and pledged to the payment thereof.

(h) On the basis of information available to the City it appears, and the City hereby finds, that the Project constitutes properties, real and personal, used or useful in connection with educational facilities within the meaning of the Act; that the Project furthers the purposes stated in the Act; that the availability of the financing under the Act and the willingness of the City to furnish such financing will be a substantial inducement to the Borrower to undertake the Project, and that the effect of the Project, if undertaken, will be to assist in the prevention of the emergence of blighted and marginal land, to help prevent chronic unemployment, to help the surrounding area retain and eventually improve the tax base, to provide the range of service and employment opportunities required by the population, to help prevent the movement of talented and educated persons out of the state and to areas within the State where their services may not be as effectively used, and to promote more intensive development and use of land within the City and surrounding communities, and to provide available adequate educational facilities to residents of the State at a reasonable cost.

(i) It is desirable, feasible, and consistent with the objects and purposes of the Act to issue the Plymouth Note for the purpose of financing a portion of the costs of the Project.

SECTION 2. THE PLYMOUTH NOTE.

2.1 Authorized Amount and Form of Plymouth Note. The Plymouth Note is hereby approved and shall be issued pursuant to this Resolution in substantially the form submitted to the City Council with such appropriate variations, omissions and insertions as are necessary and appropriate and are permitted or required by this Resolution, and in accordance with the further provisions hereof; and the total aggregate principal amount of the Plymouth Note that may be outstanding hereunder is expressly limited to $10,000,000, unless a duplicate Note is issued pursuant to Section 2.7. The Plymouth Note shall bear interest at a variable rate as set forth therein.

2.2 The Plymouth Note. The Plymouth Note shall be dated as of the date of delivery to the Lender, shall be payable at the times and in the manner, shall bear interest at the rate, and shall be subject to such other terms and conditions as are set forth therein.

2.3 Execution. The Plymouth Note shall be executed on behalf of the City by the signatures of its Mayor and the City Manager and shall be sealed with the seal of the City; provided that the seal may be intentionally omitted as provided by law. In case any officer whose signature shall appear on the Plymouth Note shall cease to be such officer before the delivery of the Plymouth Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if had remained in office until delivery. In the event of the absence or disability of the Mayor or the City Manager such officers of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the City Council execute and deliver the Plymouth Note.

2.4 Delivery of Initial Note. Before delivery of the Plymouth Note there shall be filed with the Lender (except to the extent waived by the Lender) the following items:

(1) an executed copy of each of the following documents:

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(a) the Purchase Agreement;

(b) the Loan Agreement;

(c) the Pledge Agreement; and

(d) the Mortgage;

(2) an opinion of Counsel for the Borrower as prescribed by the Lender and Bond Counsel;

(3) the opinion of Bond Counsel as to the validity and tax exempt status of the Plymouth Note;

(4) a 501(c)(3) determination letter from the Internal Revenue Service evidencing that the Borrower is exempt from income taxation under Section 501(c)(3) of the Code;

(5) such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (3) above or that the Lender may reasonably require for the closing.

2.5 Disposition of Proceeds of the Plymouth Note. Upon delivery of the Plymouth Note to Lender, the Lender shall, on behalf of the City, disburse the proceeds of the Plymouth Note for payment of costs of the Project in accordance with the terms of the Loan Agreement.

2.6 Registration of Transfer. The City will cause to be kept at the office of the City Manager a Note Register in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of transfers of ownership of the Plymouth Note. The Plymouth Note shall be initially registered in the name of the Lender and shall be transferable upon the Note Register by the Lender in person or by its agent duly authorized in writing, upon surrender of the Note together with a written instrument of transfer satisfactory to the City Manager, duly executed by the Lender or its duly authorized agent. The following form of assignment shall be sufficient for said purpose.

For value received ___________ hereby sells, assigns and transfers unto ________________ the within Note of the City of Plymouth, Minnesota, and does hereby irrevocably constitute and appoint ___________________ attorney to transfer said Note on the books of said City with full power of substitution in the premises. The undersigned certifies that the transfer is made in accordance with the provisions of Section 2.9 of the Resolution authorizing the issuance of the Note.

Dated:

Registered Owner

Upon such transfer the City Manager shall note the date of registration and the name and address of the new Lender in the applicable Note Register and in the registration blank appearing on the Note.

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2.7 Mutilated, Lost or Destroyed Note. In case the Plymouth Note issued hereunder shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and delivered, a new Note of like outstanding principal amount, number and tenor in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon the Lender's paying the reasonable expenses and charges of the City in connection therewith, and in the case of a Note destroyed or lost, the filing with the City of evidence satisfactory to the City with indemnity satisfactory to it. If the mutilated, destroyed or lost Note has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Note prior to payment.

2.8 Ownership of Plymouth Note. The City may deem and treat the person in whose name the Plymouth Note is last registered in the Note Register and by notation on the Plymouth Note whether or not such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or on account of the Principal Balance, redemption price or interest and for all other purposes whatsoever, and the City shall not be affected by any notice to the contrary.

2.9 Limitation on Note Transfers. The Plymouth Note will be issued to an "accredited investor" and without registration under state or other securities laws, pursuant to an exemption for such issuance; and accordingly the Plymouth Note may not be assigned or transferred in whole or part, nor may a participation interest in the Plymouth Note be given pursuant to any participation agreement, except to another "accredited investor" or "financial institution" in accordance with an applicable exemption from such registration requirements and with full and accurate disclosure of all material facts to the prospective purchaser(s) or transferee(s).

2.10 Issuance of a New Note. Subject to the provisions of Section 2.9, the City shall, at the request and expense of the Lender, issue a new note, in aggregate outstanding principal amount equal to that of the Plymouth Note surrendered, and of like tenor except as to number, principal amount, and the amount of the periodic installments payable thereunder, and registered in the name of the Lender or such transferee as may be designated by the Lender.

SECTION 3. GENERAL COVENANTS.

3.1 Payment of Principal and Interest. The City covenants that it will promptly pay or cause to be paid the principal of and interest on the Plymouth Note at the place, on the dates, solely from the source and in the manner provided herein and in the Plymouth Note. The principal and interest are payable solely from and secured by revenues and proceeds derived from the Loan Agreement, the Pledge Agreement and the Mortgage, which revenues and proceeds are hereby specifically pledged to the payment thereof in the manner and to the extent specified in the Plymouth Note, the Loan Agreement, the Pledge Agreement and the Mortgage; and nothing in the Plymouth Note or in this Resolution shall be considered as assigning, pledging or otherwise encumbering any other funds or assets of the City.

3.2 Performance of and Authority for Covenants. The City covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Resolution, in the Plymouth Note executed, authenticated and delivered hereunder and in all proceedings of the City Council pertaining thereto; that it is duly authorized under the Constitution and laws of the State of Minnesota including particularly and without limitation the Acts, to issue the Plymouth Note authorized hereby, pledge the revenues and assign the Loan Agreement in the manner

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and to the extent set forth in this Resolution, the Plymouth Note, the Loan Agreement, the Pledge Agreement, and the Mortgage; that all action on its part for the issuance of the Plymouth Note and for the execution and delivery thereof has been duly and effectively taken; and that the Plymouth Note in the hands of the Lender is and will be a valid and enforceable special limited obligation of the City according to the terms thereof.

3.3 Enforcement and Performance of Covenants. The City agrees to enforce all covenants and obligations of the Borrower under the Loan Agreement upon request of the Lender and being indemnified to the satisfaction of the City for all expenses and claims arising therefrom, and to perform all covenants and other provisions pertaining to the City contained in the Plymouth Note and the Loan Agreement and subject to Section 3.4.

3.4 Nature of Security. Notwithstanding anything contained in the Plymouth Note, the Loan Agreement, the Pledge Agreement or any other document referred to in Section 2.4 to the contrary, under the provisions of the Acts the Plymouth Note may not be payable from or be a charge upon any funds of the City other than the revenues and proceeds pledged to the payment thereof, nor shall the City be subject to any liability thereon, nor shall the Plymouth Note otherwise contribute or give rise to a pecuniary liability of the City or, to the extent permitted by law, any of the City's officers, employees and agents. No holder of the Plymouth Note shall ever have the right to compel any exercise of the taxing power of the City to pay the Plymouth Note or the interest thereon, or to enforce payment thereof against any property of the City other than the revenues pledged under the Pledge Agreement; and the Plymouth Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and the Plymouth Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; but nothing in the Act impairs the rights of the Lender to enforce the covenants made for the security thereof as provided in this Resolution, the Loan Agreement and the Pledge Agreement, and in the Acts, and by authority of the Acts the City has made the covenants and agreements herein for the benefit of the Lender; provided that in any event, the agreement of the City to perform or enforce the covenants and other provisions contained in the Plymouth Note, the Loan Agreement and the Pledge Agreement shall be subject at all times to the availability of revenues under the Loan Agreement sufficient to pay all costs of such performance or the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon.

3.5 Qualified Tax Exempt Obligation. In order to qualify the Plymouth Note as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), the City hereby makes the following factual statements and representations;

(a) the Plymouth Note is not treated as a "private activity bond" under Section 265(b)(3) of the Code;

(b) the City hereby designates the Plymouth Note as a qualified tax-exempt obligation for purposes of Section 265(b)(3) of the Code;

(c) the reasonably anticipated amount of tax-exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of the Code) which will be issued by the City (and all entities whose obligations will be aggregated with those of the City) during the calendar year 2022 will not exceed $10,000,000;

(d) not more than $10,000,000 of obligations issued by the City during the calendar year 2022 have been designated for purposes of Section 265(b)(3) of the Code; and

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(e) the aggregate face amount of the Plymouth Note does not exceed $10,000,000.

SECTION 4. MISCELLANEOUS.

4.1 Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not affect the remaining portions of this Resolution or any part thereof.

4.2 Authentication of Transcript. The officers of the City are directed to furnish to Bond Counsel certified copies of this Resolution and all documents referred to herein, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the Plymouth Note. All such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute recitals of the City as to the correctness of all statements contained therein.

4.3 Authorization to Execute Agreements. The forms of the proposed Loan Agreement, Pledge Agreement, and Purchase Agreement are hereby approved in substantially the form presented to the City Council, together with such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by Bond Counsel prior to the execution of the documents. The Mayor and the City Manager of the City are authorized to execute the Purchase Agreement, the Loan Agreement, and the Pledge Agreement and such other documents as Bond Counsel consider appropriate in connection with the issuance of the Plymouth Note, in the name of and on behalf of the City. In the event of the absence or disability of the Mayor or the City Manager such officers of the City as, in the opinion of the City Attorney, may act on their behalf, shall without further act or authorization of the City Council do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof.

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Adopted by the City Council of the City of Plymouth, Minnesota, this 12th day of April, 2022.

The motion for the adoption of the foregoing resolution was duly seconded by Member ________________________, and after full discussion thereof and upon vote being taken thereon, the following voted in favor thereof:

and the following voted against the same:

whereupon said resolution was declared duly passed and adopted.

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STATE OF MINNESOTACOUNTY OF HENNEPINCITY OF PLYMOUTH

I, the undersigned, being the duly qualified and acting City Clerk of the City of Plymouth,

Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes

with the original thereof on file in my office, and that the same is a full, true and complete transcript of

the minutes of a meeting of the City Council duly called and held on the date therein indicated, insofar

as such minutes relate to a resolution authorizing the issuance of a revenue note.

WITNESS my hand this ____ day of April, 2022.

_________________________________________City Clerk

360

Regular CityCouncil

April 12, 2022

AgendaNumber: 8.1

To: Dave Callister, City Manager

Prepared by: Michael Payne, Assistant City Engineer

Reviewed by: Michael Thompson, Public Works Director

Item: Order improvement, adopt assessment roll, award contract, andapprove supplemental agreement for the 2022 Vicksburg LaneImprovements (Continued from March 22) (ST229005)

1. Action Requested: Adopt attached resolutions ordering improvement, adopting assessment roll, awarding contract,and approving supplemental agreement for the 2022 Vicksburg Lane Improvements (ST229005).

2. Background: This project includes Vicksburg Lane from Highway 55 to Old Rockford Road and is included in the2022-2031 Capital Improvement Program (CIP) with construction scheduled in 2022. Improvementswith the project would include full depth reclamation of Vicksburg Lane, utility repairs andimprovements, replacement of concrete curb and gutter in poor condition, traffic signalimprovements, replacement of the trail on the west side of Vicksburg Lane, replacement ofpedestrian ramps, an enhanced pedestrian crossing at 41st Avenue and installation of a trail on 41stAvenue. Also included with the project would be the mill and overlay of the 38th Avenue cul-de-sacwest of Vicksburg Lane.

Vicksburg Lane is a gateway into the City Center area and the project incorporates elements of theCity Center 2.0 study such as streetscape and landscape improvements. Landscape and streetscapework completed with this project includes median and boulevard concrete, planting bedpreparation, installing conduit for irrigation and electrical under the roadway, as well as installingconcrete footings for interpretive markers and lighting elements. The bulk of the landscape andstreetscape improvements would be installed in 2023 under a separate contract to allow for a morespecialized contractor to complete and maintain this work with less disruption than including withthe main contract. The final layout for the 2023 improvements, including the monument sign, lights,and interpretive signs will be provided to council during final design. These improvements followthe City Council’s goal towards developing a renewed vision of City Center, which includeplacemaking efforts, beautification, and safety.

On February 25, 2022 bids were publicly opened for this project. A total of six bids were received asdetailed in the attached bid tabulation. The bids the City received for the project were competitivewith all but one of the six bids coming in below the engineer’s estimate. Staff recommendsawarding the base bid and the bid alternate to construct the trail connection on 41st Avenue. Staffhas reviewed the information submitted by T. A. Schifsky & Sons, Inc. of North St. Paul, Minnesota tocomply with the responsible bidder criteria and finds the information acceptable. T. A. Schifsky &Sons, Inc. has not previously worked in Plymouth as a general contractor but has completed similar

361

projects for the cities of Woodbury, Lino Lakes, North St. Paul, and Maplewood. The contractor hasworked in Plymouth as a subcontractor who performed the asphalt paving for the 2021 StreetReconstruction Project. Staff feels that T. A. Schifsky & Sons, Inc. is capable of constructing theproject in accordance with the approved plans and specifications.

The current assessment policy assesses 40% of the project cost for full depth reclamation. The costsfor trail replacement and installation, utility improvements, and landscaping are not proposed to beassessed. The assessments for three parcels were adjusted to align with the benefit identified inthe special benefit report. Properties guided or zoned for single-family use were assessed on a perunit basis. Equivalent units were calculated via frontage and area for properties zoned for other thansingle-family use.

If awarded, construction is expected to start in early summer and be substantially completed in thefall. Final completion, including restoration would be completed in the spring of 2023.

On March 22, 2022 Council held the assessment and public hearing with no comments being madefrom the public. Council tabled the vote to the April 12th meeting.

3. Budget Impact:The 2022-2031 CIP was updated during the last budget cycle to designate $6,600,000 for full depthreclamation projects in 2022. This update, which includes a portion of budget surplus allocated tothe street reconstruction fund being utilized for this project, was not reflected in the CIP at the timecouncil approved the budget and levy but the update was reflected in the fund projections. Alsoallocated in the CIP is $300,000 for trail replacement and $50,000 for concrete sidewalk replacement.The total estimated project cost is $4,861,527.82 which includes the improvements ($3,813,232.56),5% contingency ($190,661.63), 5% administration ($190,661.63), and engineering ($666,972.00). Theproject would be funded from the street reconstruction fund ($1,653,689.85), the municipal state aid(MSA) fund ($1,675,000.00), the water resources fund ($476,099.19), the water fund ($416,708.66),special assessments ($387,518.47), the park replacement fund ($248,572.18), and the sewer fund($3,939.47).

4. Attachments:Location MapBid TabulationAssessment RollAssessment MapSupplemental AgreementResolution - Ordering ImprovementResolution - Adopting AssessmentsResolution - Awarding Contract & Approve Agreement

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March 8, 2021

Mr. Mike Payne, P.E., Assistant City Engineer

City of Plymouth

3400 Plymouth Boulevard

Plymouth MN 55447

RE: 2022 Vicksburg Lane Improvements

City of Plymouth, Minnesota

BMI Project No. 0T1.124163

City Project No. ST229005

Mr. Payne:

Bids on the above-referenced project were opened at 10:00 a.m. on February 25, 2022. There were six

bidders for the project. The low bidder on the project is T.A. Schifsky & Sons, Inc. with a bid of

$3,685,386.29 for the base bid and $3,813,232.56 for the base bid plus add alternates. T.A. Schifsky &

Sons, Inc. has previous experience on projects of this size and complexity in the Twin Cities metropolitan

area.

Based on T.A. Schifsky & Son’s experience, acceptable bid prices, and the competitive bids the City

received, we recommend the City of Plymouth award the project, including add alternate as the City’s

financial resources allow, to T.A. Schifsky & Sons, Inc. following the Public Assessment Hearing on

March 22, 2022.

If you have any questions regarding this award recommendation, please contact me at your convenience.

Sincerely,

Bolton & Menk, Inc.

Michael J. Waltman, P.E.

Principal Engineer

H:\PLYM\0T1124163\1_Corres\C_To Others\2022 Vicksburg_Award Recommendation Letter.docx

364

ABSTRACT OF BIDS2022 VICKSBURG LANE IMPROVEMENTSCITY OF PLYMOUTHCITY PROJECT NO. ST229005BIDS OPENED: 02/25/2022 10:00 AM CST

Bid

Item

No.

MNDOT

Item No.Item Description Unit

Estimated

QuantityUnit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension

1 2022 MOBILIZATION LUMP SUM 1 250,000.00$ 250,000.00$ 170,000.00$ 170,000.00$ 50,000.00$ 50,000.00$ 343,275.00$ 343,275.00$ 314,300.00$ 314,300.00$ 208,000.00$ 208,000.00$ 110,000.00$ 110,000.00$

2 2102 CLEARING TREE 9 500.00$ 4,500.00$ 319.30$ 2,873.70$ 500.00$ 4,500.00$ 1,100.00$ 9,900.00$ 318.00$ 2,862.00$ 375.00$ 3,375.00$ 330.00$ 2,970.00$

3 2102 GRUBBING TREE 9 500.00$ 4,500.00$ 103.00$ 927.00$ 200.00$ 1,800.00$ 450.00$ 4,050.00$ 103.00$ 927.00$ 120.00$ 1,080.00$ 106.00$ 954.00$

4 2105 SALVAGE SIGN EACH 41 100.00$ 4,100.00$ 41.20$ 1,689.20$ 32.00$ 1,312.00$ 32.00$ 1,312.00$ 41.00$ 1,681.00$ 45.50$ 1,865.50$ 32.00$ 1,312.00$

5 2105 SALVAGE LIGHT POLE EACH 2 1,000.00$ 2,000.00$ 226.60$ 453.20$ 240.00$ 480.00$ 250.00$ 500.00$ 226.00$ 452.00$ 1,350.00$ 2,700.00$ 234.00$ 468.00$

6 2105 REMOVE SIGN EACH 12 125.00$ 1,500.00$ 41.20$ 494.40$ 32.00$ 384.00$ 32.00$ 384.00$ 41.00$ 492.00$ 45.50$ 546.00$ 32.00$ 384.00$

7 2105 REMOVE LIGHT FOUNDATION EACH 2 500.00$ 1,000.00$ 809.58$ 1,619.16$ 850.00$ 1,700.00$ 810.00$ 1,620.00$ 327.00$ 654.00$ 505.00$ 1,010.00$ 1,040.00$ 2,080.00$

8 2105 REMOVE HYDRANT EACH 1 500.00$ 500.00$ 515.00$ 515.00$ 900.00$ 900.00$ 400.00$ 400.00$ 1,220.00$ 1,220.00$ 1,270.00$ 1,270.00$ 579.00$ 579.00$

9 2105 REMOVE GATE VALVE & BOX EACH 8 250.00$ 2,000.00$ 566.50$ 4,532.00$ 465.00$ 3,720.00$ 75.00$ 600.00$ 405.00$ 3,240.00$ 255.00$ 2,040.00$ 416.00$ 3,328.00$

10 2105 REMOVE CURB & GUTTER LIN FT 4975 8.00$ 39,800.00$ 6.35$ 31,591.25$ 5.00$ 24,875.00$ 14.00$ 69,650.00$ 5.10$ 25,372.50$ 4.00$ 19,900.00$ 8.10$ 40,297.50$

11 2105 REMOVE WATERMAIN LIN FT 523 10.00$ 5,230.00$ 3.08$ 1,610.84$ 20.00$ 10,460.00$ 12.00$ 6,276.00$ 27.10$ 14,173.30$ 15.50$ 8,106.50$ 11.00$ 5,753.00$

12 2105 REMOVE DRAINAGE STRUCTURE EACH 7 500.00$ 3,500.00$ 669.50$ 4,686.50$ 900.00$ 6,300.00$ 475.00$ 3,325.00$ 956.00$ 6,692.00$ 605.00$ 4,235.00$ 784.00$ 5,488.00$

13 2105 REMOVE SEWER PIPE (STORM) LIN FT 225 15.00$ 3,375.00$ 16.48$ 3,708.00$ 20.00$ 4,500.00$ 15.00$ 3,375.00$ 31.60$ 7,110.00$ 19.00$ 4,275.00$ 12.00$ 2,700.00$

14 2105 REMOVE CONCRETE PAVEMENT SQ YD 1247 12.00$ 14,964.00$ 0.01$ 12.47$ 13.50$ 16,834.50$ 6.00$ 7,482.00$ 11.10$ 13,841.70$ 10.50$ 13,093.50$ 7.40$ 9,227.80$

15 2105 REMOVE BITUMINOUS PAVEMENT SQ YD 3275 8.00$ 26,200.00$ 0.01$ 32.75$ 9.00$ 29,475.00$ 5.00$ 16,375.00$ 9.15$ 29,966.25$ 5.70$ 18,667.50$ 5.60$ 18,340.00$

16 2105 REMOVE PAVEMENT MARKINGS SQ FT 198 1.00$ 198.00$ 3.09$ 611.82$ 8.00$ 1,584.00$ 8.00$ 1,584.00$ 3.60$ 712.80$ 4.00$ 792.00$ 8.00$ 1,584.00$

17 2106 SUBGRADE EXCAVATION (EV) CU YD 2877 30.00$ 86,310.00$ 22.25$ 64,013.25$ 15.00$ 43,155.00$ 26.82$ 77,161.14$ 18.40$ 52,936.80$ 11.00$ 31,647.00$ 21.00$ 60,417.00$

18 2106 COMMON EXCAVATION (EV) (P) CU YD 7200 15.00$ 108,000.00$ 12.00$ 86,400.00$ 20.00$ 144,000.00$ 23.14$ 166,608.00$ 38.20$ 275,040.00$ 21.00$ 151,200.00$ 20.00$ 144,000.00$

19 2113 SUBGRADE PREPARATION - STREETS (P) SQ YD 30298 1.50$ 45,447.00$ 1.20$ 36,357.60$ 1.00$ 30,298.00$ 1.22$ 36,963.56$ 0.71$ 21,511.58$ 4.10$ 124,221.80$ 1.40$ 42,417.20$

20 2113 SUBGRADE PREPARATION - TRAIL (P) SQ YD 4529 1.50$ 6,793.50$ 2.00$ 9,058.00$ 1.00$ 4,529.00$ 2.01$ 9,103.29$ 2.80$ 12,681.20$ 5.10$ 23,097.90$ 1.60$ 7,246.40$

21 2212 AGGREGATE BASE CLASS 5 (CV) CU YD 5225 20.00$ 104,500.00$ 0.01$ 52.25$ 0.01$ 52.25$ 25.63$ 133,916.75$ 0.01$ 52.25$ 23.50$ 122,787.50$ 48.00$ 250,800.00$

22 2216 RECLAIM BITUMINOUS PAVEMENT (8" DEPTH) SQ YD 4636 3.00$ 13,908.00$ 0.62$ 2,874.32$ 1.25$ 5,795.00$ 0.86$ 3,986.96$ 0.95$ 4,404.20$ 0.85$ 3,940.60$ 6.30$ 29,206.80$

23 2216 RECLAIM BITUMINOUS PAVEMENT (12" DEPTH) SQ YD 35916 3.50$ 125,706.00$ 0.78$ 28,014.48$ 1.25$ 44,895.00$ 1.16$ 41,662.56$ 0.62$ 22,267.92$ 0.80$ 28,732.80$ 5.90$ 211,904.40$

24 2233 MILL BITUMINOUS SURFACE (1.5") SQ YD 1370 2.00$ 2,740.00$ 2.65$ 3,630.50$ 2.00$ 2,740.00$ 2.45$ 3,356.50$ 2.60$ 3,562.00$ 2.00$ 2,740.00$ 2.80$ 3,836.00$

25 2233 MILL BITUMINOUS SURFACE (4.0") SQ YD 35916 1.50$ 53,874.00$ 1.95$ 70,036.20$ 1.50$ 53,874.00$ 1.86$ 66,803.76$ 1.50$ 53,874.00$ 1.60$ 57,465.60$ 2.50$ 89,790.00$

26 2358 BITUMINOUS MATERIAL FOR TACK COAT GAL 5351 4.00$ 21,404.00$ 0.01$ 53.51$ 0.01$ 53.51$ 5.59$ 29,912.09$ 3.05$ 16,320.55$ 4.70$ 25,149.70$ 3.80$ 20,333.80$

27 2361 TYPE SP 9.5 WEARING COURSE MIXTURE (2,B) TON 454 80.00$ 36,320.00$ 71.00$ 32,234.00$ 80.00$ 36,320.00$ 86.22$ 39,143.88$ 74.50$ 33,823.00$ 72.00$ 32,688.00$ 83.00$ 37,682.00$

28 2361 TYPE SP 12.5 NONWEARING COURSE MIXTURE (4,B) TON 7352 75.00$ 551,400.00$ 73.00$ 536,696.00$ 79.00$ 580,808.00$ 68.91$ 506,626.32$ 69.90$ 513,904.80$ 65.90$ 484,496.80$ 72.00$ 529,344.00$

29 2361 TYPE SP 12.5 WEARING COURSE MIXTURE (4,F) TON 7427 82.00$ 609,014.00$ 77.00$ 571,879.00$ 86.00$ 638,722.00$ 74.36$ 552,271.72$ 79.50$ 590,446.50$ 81.55$ 605,671.85$ 95.00$ 705,565.00$

30 2503 6" PERF PVC PIPE DRAIN LIN FT 183 18.00$ 3,294.00$ 30.90$ 5,654.70$ 37.00$ 6,771.00$ 35.00$ 6,405.00$ 89.60$ 16,396.80$ 21.00$ 3,843.00$ 33.00$ 6,039.00$

31 2504 15" RC PIPE SEWER DESIGN 3006 CL V (STORM) LIN FT 1298 65.00$ 84,370.00$ 72.46$ 94,053.08$ 90.00$ 116,820.00$ 59.06$ 76,659.88$ 89.70$ 116,430.60$ 63.50$ 82,423.00$ 62.00$ 80,476.00$

32 2504 18" RC PIPE SEWER DESIGN 3006 CL V (STORM) LIN FT 731 80.00$ 58,480.00$ 73.21$ 53,516.51$ 90.00$ 65,790.00$ 61.93$ 45,270.83$ 92.90$ 67,909.90$ 71.00$ 51,901.00$ 67.00$ 48,977.00$

33 2504 CONNECT TO EXISTING STORM SEWER PIPE EACH 6 1,500.00$ 9,000.00$ 566.50$ 3,399.00$ 925.00$ 5,550.00$ 1,000.00$ 6,000.00$ 1,620.00$ 9,720.00$ 535.00$ 3,210.00$ 842.00$ 5,052.00$

34 2504 CONNECT TO EXISTING STORM SEWER STRUCTURE EACH 6 2,000.00$ 12,000.00$ 824.00$ 4,944.00$ 925.00$ 5,550.00$ 1,250.00$ 7,500.00$ 1,750.00$ 10,500.00$ 535.00$ 3,210.00$ 1,020.00$ 6,120.00$

35 2504 DIP FITTINGS POUND 927 10.00$ 9,270.00$ 16.16$ 14,980.32$ 13.00$ 12,051.00$ 11.37$ 10,539.99$ 20.80$ 19,281.60$ 15.50$ 14,368.50$ 18.00$ 16,686.00$

36 2505 IRRIGATION TAP LUMP SUM 1 20,000.00$ 20,000.00$ 2,575.00$ 2,575.00$ 5,000.00$ 5,000.00$ 3,868.00$ 3,868.00$ 13,400.00$ 13,400.00$ 13,000.00$ 13,000.00$ 4,480.00$ 4,480.00$

37 2505 REPAIR WATER VALVE (REPLACE BOLTS & VALVE BOX) EACH 13 3,000.00$ 39,000.00$ 5,884.39$ 76,497.07$ 3,750.00$ 48,750.00$ 2,910.00$ 37,830.00$ 4,110.00$ 53,430.00$ 4,100.00$ 53,300.00$ 3,560.00$ 46,280.00$

38 2505 REPLACE FITTING BOLT EACH 167 10.00$ 1,670.00$ 212.18$ 35,434.06$ 58.00$ 9,686.00$ 26.52$ 4,428.84$ 153.00$ 25,551.00$ 225.00$ 37,575.00$ 147.00$ 24,549.00$

39 2505 HYDRANT EACH 6 6,000.00$ 36,000.00$ 103.00$ 618.00$ 5,800.00$ 34,800.00$ 4,734.75$ 28,408.50$ 7,080.00$ 42,480.00$ 7,650.00$ 45,900.00$ 7,330.00$ 43,980.00$

40 2505 6" GATE VALVE & BOX EACH 1 2,000.00$ 2,000.00$ 4,223.00$ 4,223.00$ 2,675.00$ 2,675.00$ 1,885.44$ 1,885.44$ 3,100.00$ 3,100.00$ 2,400.00$ 2,400.00$ 3,180.00$ 3,180.00$

41 2505 8" GATE VALVE & BOX EACH 1 2,500.00$ 2,500.00$ 4,944.00$ 4,944.00$ 3,350.00$ 3,350.00$ 2,524.22$ 2,524.22$ 4,000.00$ 4,000.00$ 3,060.00$ 3,060.00$ 4,110.00$ 4,110.00$

42 2505 12" GATE VALVE & BOX EACH 6 4,500.00$ 27,000.00$ 669.50$ 4,017.00$ 5,250.00$ 31,500.00$ 4,385.50$ 26,313.00$ 6,610.00$ 39,660.00$ 4,720.00$ 28,320.00$ 8,370.00$ 50,220.00$

43 2505 ADJUST VALVE BOX EACH 4 250.00$ 1,000.00$ 566.50$ 2,266.00$ 950.00$ 3,800.00$ 950.00$ 3,800.00$ 529.00$ 2,116.00$ 555.00$ 2,220.00$ 309.00$ 1,236.00$

44 2505 CONNECT TO EXISTING WATERMAIN EACH 8 1,000.00$ 8,000.00$ 3,671.95$ 29,375.60$ 950.00$ 7,600.00$ 1,000.00$ 8,000.00$ 2,530.00$ 20,240.00$ 1,120.00$ 8,960.00$ 2,790.00$ 22,320.00$

45 2505 4" PVC SLEEVE LIN FT 970 15.00$ 14,550.00$ 10.00$ 9,700.00$ 20.00$ 19,400.00$ 18.40$ 17,848.00$ 17.90$ 17,363.00$ 23.50$ 22,795.00$ 2.10$ 2,037.00$

46 2505 6" PVC WATERMAIN LIN FT 15 70.00$ 1,050.00$ 162.74$ 2,441.10$ 85.00$ 1,275.00$ 47.62$ 714.30$ 111.00$ 1,665.00$ 150.00$ 2,250.00$ 60.00$ 900.00$

47 2505 8" PVC WATERMAIN LIN FT 60 90.00$ 5,400.00$ 103.00$ 6,180.00$ 90.00$ 5,400.00$ 132.43$ 7,945.80$ 109.00$ 6,540.00$ 83.00$ 4,980.00$ 66.00$ 3,960.00$

48 2505 12" PVC WATERMAIN LIN FT 104 150.00$ 15,600.00$ 133.90$ 13,925.60$ 130.00$ 13,520.00$ 86.97$ 9,044.88$ 149.00$ 15,496.00$ 155.00$ 16,120.00$ 88.00$ 9,152.00$

49 2505 12" WATERMAIN (TRENCHLESS) LIN FT 212 150.00$ 31,800.00$ 127.72$ 27,076.64$ 230.00$ 48,760.00$ 128.58$ 27,258.96$ 105.00$ 22,260.00$ 90.50$ 19,186.00$ 240.00$ 50,880.00$

50 2505 12" WATERMAIN CASING PIPE (TRENCHLESS) LIN FT 212 200.00$ 42,400.00$ 329.60$ 69,875.20$ 315.00$ 66,780.00$ 394.50$ 83,634.00$ 354.00$ 75,048.00$ 345.00$ 73,140.00$ 398.00$ 84,376.00$

51 2507 CONSTRUCT DRAINAGE STRUCTURE SPECIAL 1 (2' X 3' CATCH BASIN) EACH 13 2,000.00$ 26,000.00$ 2,701.69$ 35,121.97$ 2,000.00$ 26,000.00$ 1,650.85$ 21,461.05$ 2,530.00$ 32,890.00$ 1,650.00$ 21,450.00$ 3,110.00$ 40,430.00$

52 2507 CONSTRUCT DRAINAGE STRUCTURE 48-4020 EACH 8 2,500.00$ 20,000.00$ 4,300.25$ 34,402.00$ 3,000.00$ 24,000.00$ 2,746.00$ 21,968.00$ 3,960.00$ 31,680.00$ 3,130.00$ 25,040.00$ 3,740.00$ 29,920.00$

53 2507 CONSTRUCT DRAINAGE STRUCTURE 48-4022 EACH 16 2,500.00$ 40,000.00$ 4,629.85$ 74,077.60$ 3,000.00$ 48,000.00$ 2,328.07$ 37,249.12$ 3,610.00$ 57,760.00$ 2,910.00$ 46,560.00$ 3,740.00$ 59,840.00$

54 2507 CONSTRUCT DRAINAGE STRUCTURE 72-4020 EACH 1 5,000.00$ 5,000.00$ 8,757.06$ 8,757.06$ 7,500.00$ 7,500.00$ 6,160.97$ 6,160.97$ 9,070.00$ 9,070.00$ 6,640.00$ 6,640.00$ 7,880.00$ 7,880.00$

55 2507 CONSTRUCT DRAINAGE STRUCTURE DESIGN SPECIAL EACH 1 4,890.00$ 4,890.00$ 13,050.10$ 13,050.10$ 11,000.00$ 11,000.00$ 10,370.00$ 10,370.00$ 12,400.00$ 12,400.00$ 9,970.00$ 9,970.00$ 12,400.00$ 12,400.00$

56 2507 INSTALL CASTING (R-3067) (STORM) EACH 31 1,000.00$ 31,000.00$ 618.00$ 19,158.00$ 880.00$ 27,280.00$ 620.00$ 19,220.00$ 696.00$ 21,576.00$ 1,020.00$ 31,620.00$ 1,450.00$ 44,950.00$

57 2507 INSTALL CASTING (R-1642) (STORM) EACH 6 1,000.00$ 6,000.00$ 1,339.00$ 8,034.00$ 780.00$ 4,680.00$ 470.00$ 2,820.00$ 903.00$ 5,418.00$ 960.00$ 5,760.00$ 1,270.00$ 7,620.00$

58 2507 INSTALL CASTING (R-4342) (STORM) EACH 2 850.00$ 1,700.00$ 1,545.00$ 3,090.00$ 1,200.00$ 2,400.00$ 865.00$ 1,730.00$ 893.00$ 1,786.00$ 1,270.00$ 2,540.00$ 1,070.00$ 2,140.00$

59 2507 ADJUST FRAME & RING CASTING (SPECIAL) (STORM) EACH 31 800.00$ 24,800.00$ 412.00$ 12,772.00$ 950.00$ 29,450.00$ 685.00$ 21,235.00$ 312.00$ 9,672.00$ 855.00$ 26,505.00$ 802.00$ 24,862.00$

60 2507 REPAIR DRAINAGE STRUCTURE (STORM) EACH 6 2,000.00$ 12,000.00$ 927.00$ 5,562.00$ 950.00$ 5,700.00$ 500.00$ 3,000.00$ 855.00$ 5,130.00$ 1,420.00$ 8,520.00$ 405.00$ 2,430.00$

61 2507 INSTALL MANHOLE SEALING SYSTEM EACH 3 900.00$ 2,700.00$ 1,030.00$ 3,090.00$ 1,600.00$ 4,800.00$ 270.00$ 810.00$ 252.00$ 756.00$ 960.00$ 2,880.00$ 1,430.00$ 4,290.00$

62 2512 RANDOM RIP RAP CLASS III CU YD 10 100.00$ 1,000.00$ 103.00$ 1,030.00$ 125.00$ 1,250.00$ 90.00$ 900.00$ 1,170.00$ 11,700.00$ 165.00$ 1,650.00$ 122.00$ 1,220.00$

BASE BID

6

Engineer Estimate

1 2 3 4 5

Bituminous Roadways Inc.T. A. Schifsky & Sons, Inc New Look Contracting, Inc. Northwest Park Construction CompanyC.S. McCrossan

Construction, Inc.

365

ABSTRACT OF BIDS2022 VICKSBURG LANE IMPROVEMENTSCITY OF PLYMOUTHCITY PROJECT NO. ST229005BIDS OPENED: 02/25/2022 10:00 AM CST

Bid

Item

No.

MNDOT

Item No.Item Description Unit

Estimated

QuantityUnit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension

BASE BID

6

Engineer Estimate

1 2 3 4 5

Bituminous Roadways Inc.T. A. Schifsky & Sons, Inc New Look Contracting, Inc. Northwest Park Construction CompanyC.S. McCrossan

Construction, Inc.

63 2522 CONCRETE CURB & GUTTER DESIGN B618 LIN FT 4162 25.00$ 104,050.00$ 26.78$ 111,458.36$ 27.00$ 112,374.00$ 26.00$ 108,212.00$ 27.50$ 114,455.00$ 32.50$ 135,265.00$ 35.00$ 145,670.00$

64 2522 6" CONCRETE WALK SQ FT 3540 15.00$ 53,100.00$ 13.39$ 47,400.60$ 13.00$ 46,020.00$ 14.00$ 49,560.00$ 12.70$ 44,958.00$ 14.50$ 51,330.00$ 16.00$ 56,640.00$

65 2522 4" CONCRETE WALK SQ FT 8202 8.00$ 65,616.00$ 6.49$ 53,230.98$ 6.50$ 53,313.00$ 7.30$ 59,874.60$ 6.55$ 53,723.10$ 8.40$ 68,896.80$ 9.30$ 76,278.60$

66 2522 3" BITUMINOUS WALK SQ FT 40766 4.00$ 163,064.00$ 1.65$ 67,263.90$ 2.25$ 91,723.50$ 0.85$ 34,651.10$ 1.60$ 65,225.60$ 2.02$ 82,347.32$ 3.30$ 134,527.80$

67 2522 4" CONCRETE WALK SPECIAL SQ FT 3735 11.00$ 41,085.00$ 9.53$ 35,594.55$ 10.00$ 37,350.00$ 10.36$ 38,694.60$ 9.65$ 36,042.75$ 11.00$ 41,085.00$ 12.00$ 44,820.00$

68 2522 6" CONCRETE WALK SPECIAL SQ FT 5508 16.00$ 88,128.00$ 15.97$ 87,962.76$ 16.00$ 88,128.00$ 16.95$ 93,360.60$ 15.80$ 87,026.40$ 13.50$ 74,358.00$ 15.00$ 82,620.00$

69 2522 6" CONCRETE WALK (MAINTENANCE BAND) SQ FT 8082 13.00$ 105,066.00$ 4.64$ 37,500.48$ 4.50$ 36,369.00$ 5.00$ 40,410.00$ 4.50$ 36,369.00$ 13.50$ 109,107.00$ 15.00$ 121,230.00$

70 2532 CONCRETE CURB & GUTTER DESIGN B612 LIN FT 698 24.00$ 16,752.00$ 26.78$ 18,692.44$ 27.00$ 18,846.00$ 26.00$ 18,148.00$ 27.50$ 19,195.00$ 38.00$ 26,524.00$ 40.00$ 27,920.00$

71 2532 CONCRETE CURB DESIGN V LIN FT 53 30.00$ 1,590.00$ 26.78$ 1,419.34$ 27.00$ 1,431.00$ 27.00$ 1,431.00$ 25.60$ 1,356.80$ 54.00$ 2,862.00$ 59.00$ 3,127.00$

72 2532 CONCRETE MEDIAN NOSE EACH 8 2,500.00$ 20,000.00$ 1,081.50$ 8,652.00$ 1,100.00$ 8,800.00$ 1,100.00$ 8,800.00$ 1,100.00$ 8,800.00$ 705.00$ 5,640.00$ 990.00$ 7,920.00$

73 2532 7" CONCRETE VALLEY GUTTER SQ YD 285 120.00$ 34,200.00$ 65.92$ 18,787.20$ 68.00$ 19,380.00$ 64.00$ 18,240.00$ 65.00$ 18,525.00$ 145.00$ 41,325.00$ 161.00$ 45,885.00$

74 2532 CONCRETE MEDIAN (4" THICK) SQ FT 7938 9.00$ 71,442.00$ 4.64$ 36,832.32$ 4.50$ 35,721.00$ 5.55$ 44,055.90$ 4.50$ 35,721.00$ 6.30$ 50,009.40$ 7.10$ 56,359.80$

75 2532 TRUNCATED DOMES SQ FT 676 50.00$ 33,800.00$ 128.75$ 87,035.00$ 110.00$ 74,360.00$ 100.00$ 67,600.00$ 103.00$ 69,628.00$ 54.00$ 36,504.00$ 53.00$ 35,828.00$

76 2541 DECORATIVE SIGN PANEL FOOTING EACH 12 1,500.00$ 18,000.00$ 1,390.50$ 16,686.00$ 1,450.00$ 17,400.00$ 465.00$ 5,580.00$ 1,030.00$ 12,360.00$ 1,830.00$ 21,960.00$ 2,660.00$ 31,920.00$

77 2541 DECORATIVE LIGHT COLUMN FOOTING EACH 8 2,000.00$ 16,000.00$ 1,380.20$ 11,041.60$ 1,450.00$ 11,600.00$ 1,500.00$ 12,000.00$ 1,370.00$ 10,960.00$ 1,580.00$ 12,640.00$ 1,420.00$ 11,360.00$

78 2544 EXPLORATORY EXCAVATION HOUR 24 800.00$ 19,200.00$ 360.50$ 8,652.00$ 400.00$ 9,600.00$ 315.00$ 7,560.00$ 871.00$ 20,904.00$ 595.00$ 14,280.00$ 809.00$ 19,416.00$

79 2546 LIGHT FOUNDATION DESIGN TYPE SPECIAL EACH 2 2,500.00$ 5,000.00$ 1,380.20$ 2,760.40$ 1,450.00$ 2,900.00$ 1,500.00$ 3,000.00$ 1,370.00$ 2,740.00$ 1,580.00$ 3,160.00$ 1,420.00$ 2,840.00$

80 2546 REINSTALL LIGHT POLE EACH 2 2,000.00$ 4,000.00$ 4,746.24$ 9,492.48$ 5,000.00$ 10,000.00$ 4,815.00$ 9,630.00$ 4,720.00$ 9,440.00$ 1,010.00$ 2,020.00$ 4,900.00$ 9,800.00$

81 2546 HANDHOLE TYPE A EACH 18 600.00$ 10,800.00$ 467.62$ 8,417.16$ 500.00$ 9,000.00$ 485.00$ 8,730.00$ 465.00$ 8,370.00$ 1,070.00$ 19,260.00$ 482.00$ 8,676.00$

82 2546 HANDHOLE TYPE B EACH 7 900.00$ 6,300.00$ 672.59$ 4,708.13$ 700.00$ 4,900.00$ 700.00$ 4,900.00$ 669.00$ 4,683.00$ 1,350.00$ 9,450.00$ 694.00$ 4,858.00$

83 2546 1.5" NON-METALLIC CONDUIT LIN FT 844 10.00$ 8,440.00$ 7.49$ 6,321.56$ 8.00$ 6,752.00$ 7.80$ 6,583.20$ 7.45$ 6,287.80$ 15.50$ 13,082.00$ 7.70$ 6,498.80$

84 2546 1" NON-METALLIC CONDUIT LIN FT 3423 9.00$ 30,807.00$ 5.90$ 20,195.70$ 6.00$ 20,538.00$ 6.00$ 20,538.00$ 5.85$ 20,024.55$ 13.00$ 44,499.00$ 6.10$ 20,880.30$

85 2546 3/4" NON-METALLIC CONDUIT LIN FT 160 8.00$ 1,280.00$ 7.91$ 1,265.60$ 10.00$ 1,600.00$ 8.10$ 1,296.00$ 7.85$ 1,256.00$ 12.00$ 1,920.00$ 8.20$ 1,312.00$

86 2558 4' HT CHAINLINK FENCE, BLACK VINYL COATED LIN FT 145 120.00$ 17,400.00$ 90.00$ 13,050.00$ 150.00$ 21,750.00$ 28.00$ 4,060.00$ 82.00$ 11,890.00$ 276.00$ 40,020.00$ 105.00$ 15,225.00$

87 2564 TRAFFIC CONTROL LUMP SUM 1 110,000.00$ 110,000.00$ 116,000.00$ 116,000.00$ 32,500.00$ 32,500.00$ 65,000.00$ 65,000.00$ 29,700.00$ 29,700.00$ 33,000.00$ 33,000.00$ 35,000.00$ 35,000.00$

88 2564 PORTABLE CHANGEABLE MESSAGE SIGN UNIT DAY 280 500.00$ 140,000.00$ 77.25$ 21,630.00$ 50.00$ 14,000.00$ 60.00$ 16,800.00$ 76.90$ 21,532.00$ 85.00$ 23,800.00$ 48.00$ 13,440.00$

89 2565 INSTALL SIGN EACH 41 200.00$ 8,200.00$ 334.75$ 13,724.75$ 325.00$ 13,325.00$ 310.00$ 12,710.00$ 241.00$ 9,881.00$ 265.00$ 10,865.00$ 319.00$ 13,079.00$

90 2565 SIGN PANELS TYPE C SQ FT 61 75.00$ 4,575.00$ 61.80$ 3,769.80$ 70.00$ 4,270.00$ 68.00$ 4,148.00$ 27.20$ 1,659.20$ 30.00$ 1,830.00$ 69.00$ 4,209.00$

91 2565 SIGN POST EACH 12 50.00$ 600.00$ 154.50$ 1,854.00$ 160.00$ 1,920.00$ 150.00$ 1,800.00$ 118.00$ 1,416.00$ 130.00$ 1,560.00$ 160.00$ 1,920.00$

92 2565 STREET NAME BLADES EACH 6 500.00$ 3,000.00$ 154.50$ 927.00$ 90.00$ 540.00$ 88.00$ 528.00$ 282.00$ 1,692.00$ 310.00$ 1,860.00$ 90.00$ 540.00$

93 2566 EMERGENCY VEHICLE PREEMPTION SYSTEM LUMP SUM 1 2,916.00$ 2,916.00$ 2,878.85$ 2,878.85$ 3,000.00$ 3,000.00$ 3,000.00$ 3,000.00$ 2,860.00$ 2,860.00$ 5,640.00$ 5,640.00$ 2,970.00$ 2,970.00$

94 2566 REVISE TRAFFIC CONTROL SIGNAL SYSTEM A (35TH AVE) SYSTEM 1 65,180.00$ 65,180.00$ 100,703.10$ 100,703.10$ 106,000.00$ 106,000.00$ 102,000.00$ 102,000.00$ 100,200.00$ 100,200.00$ 105,000.00$ 105,000.00$ 103,880.00$ 103,880.00$

95 2566 REVISE TRAFFIC CONTROL SIGNAL SYSTEM B (36TH AVE) SYSTEM 1 29,470.00$ 29,470.00$ 51,000.45$ 51,000.45$ 54,000.00$ 54,000.00$ 55,000.00$ 55,000.00$ 50,800.00$ 50,800.00$ 61,000.00$ 61,000.00$ 52,610.00$ 52,610.00$

96 2566 PEDESTRIAN CROSSWALK FLASHER SYSTEM A SYSTEM 1 48,440.00$ 48,440.00$ 70,091.50$ 70,091.50$ 74,000.00$ 74,000.00$ 74,000.00$ 74,000.00$ 69,800.00$ 69,800.00$ 82,500.00$ 82,500.00$ 72,300.00$ 72,300.00$

97 2574 STORM DRAIN INLET PROTECTION EACH 61 300.00$ 18,300.00$ 125.00$ 7,625.00$ 125.00$ 7,625.00$ 150.00$ 9,150.00$ 396.00$ 24,156.00$ 165.00$ 10,065.00$ 253.00$ 15,433.00$

98 2574 SEDIMENT CONTROL LOG TYPE WOOD FIBER LIN FT 60 8.00$ 480.00$ 3.25$ 195.00$ 15.00$ 900.00$ 5.00$ 300.00$ 2.65$ 159.00$ 5.70$ 342.00$ 5.00$ 300.00$

99 2574 SILT FENCE, TYPE MS LIN FT 3248 5.00$ 16,240.00$ 1.85$ 6,008.80$ 2.25$ 7,308.00$ 2.50$ 8,120.00$ 1.25$ 4,060.00$ 2.40$ 7,795.20$ 2.10$ 6,820.80$

100 2575 COMMON TOPSOIL BORROW (LV) CU YD 1619 40.00$ 64,760.00$ 41.20$ 66,702.80$ 37.00$ 59,903.00$ 36.00$ 58,284.00$ 36.50$ 59,093.50$ 37.50$ 60,712.50$ 48.00$ 77,712.00$

101 2575 BOULEVARD TOPSOIL BORROW (PLANTINGS) (LV) CU YD 959 55.00$ 52,745.00$ 41.20$ 39,510.80$ 45.00$ 43,155.00$ 42.00$ 40,278.00$ 40.00$ 38,360.00$ 40.50$ 38,839.50$ 49.00$ 46,991.00$

102 2576 HYDROMULCH & SEED SQ YD 9698 4.00$ 38,792.00$ 1.20$ 11,637.60$ 1.25$ 12,122.50$ 3.25$ 31,518.50$ 2.90$ 28,124.20$ 1.00$ 9,698.00$ 0.90$ 8,728.20$

103 2576 ROLLED EROSION PREVENTION CATEGORY 15 SQ YD 1540 3.00$ 4,620.00$ 1.62$ 2,494.80$ 2.00$ 3,080.00$ 5.00$ 7,700.00$ 3.35$ 5,159.00$ 3.70$ 5,698.00$ 3.30$ 5,082.00$

104 2582 REMOVABLE PREFORM PAVEMENT MARKING TAPE LIN FT 5290 1.50$ 7,935.00$ 2.06$ 10,897.40$ 2.00$ 10,580.00$ 1.60$ 8,464.00$ 1.35$ 7,141.50$ 1.50$ 7,935.00$ 1.55$ 8,199.50$

105 2582 REMOVABLE PREFORM PAVEMENT MESSAGE TAPE SQ FT 379 10.00$ 3,790.00$ 10.30$ 3,903.70$ 11.00$ 4,169.00$ 11.00$ 4,169.00$ 3.70$ 1,402.30$ 4.10$ 1,553.90$ 10.20$ 3,865.80$

106 2583 24" SOLID LINE PREFORM THERMO GROUND IN LIN FT 90 60.00$ 5,400.00$ 20.60$ 1,854.00$ 23.00$ 2,070.00$ 21.00$ 1,890.00$ 20.80$ 1,872.00$ 22.50$ 2,025.00$ 20.30$ 1,827.00$

107 2583 4" SOLID LINE MULTI-COMPONENT GROUND IN LIN FT 2895 1.00$ 2,895.00$ 1.24$ 3,589.80$ 1.50$ 4,342.50$ 1.25$ 3,618.75$ 1.25$ 3,618.75$ 1.10$ 3,184.50$ 1.05$ 3,039.75$

108 2583 4" BROKEN LINE MULTI-COMPONENT GROUND IN LIN FT 1840 1.50$ 2,760.00$ 1.24$ 2,281.60$ 1.50$ 2,760.00$ 1.25$ 2,300.00$ 1.25$ 2,300.00$ 1.10$ 2,024.00$ 1.05$ 1,932.00$

109 2583 4" DOUBLE SOLID LINE MULTI-COMPONENT GROUND IN LIN FT 1594 1.25$ 1,992.50$ 2.47$ 3,937.18$ 3.00$ 4,782.00$ 2.48$ 3,953.12$ 2.50$ 3,985.00$ 2.30$ 3,666.20$ 2.05$ 3,267.70$

110 2583 4" SOLID LINE PAINT LIN FT 130 1.00$ 130.00$ 0.98$ 127.40$ 5.00$ 650.00$ 1.00$ 130.00$ 0.99$ 128.70$ 0.90$ 117.00$ 0.83$ 107.90$

111 2583 6" SOLID LINE PAINT LIN FT 1865 1.00$ 1,865.00$ 1.34$ 2,499.10$ 2.00$ 3,730.00$ 1.40$ 2,611.00$ 1.35$ 2,517.75$ 1.40$ 2,611.00$ 1.25$ 2,331.25$

112 2583 PAVEMENT MESSAGE PREFORM THERMOPLASTIC GROUND IN SQ FT 255 25.00$ 6,375.00$ 22.66$ 5,778.30$ 3.00$ 765.00$ 25.00$ 6,375.00$ 22.90$ 5,839.50$ 26.00$ 6,630.00$ 23.20$ 5,916.00$

113 2583 CROSSWALK PAINT SQ FT 403 1.00$ 403.00$ 3.09$ 1,245.27$ 26.00$ 10,478.00$ 3.50$ 1,410.50$ 3.10$ 1,249.30$ 8.40$ 3,385.20$ 7.50$ 3,022.50$

114 2583 CROSSWALK PREFORM THERMOPLASTIC GROUND IN SQ FT 3336 12.00$ 40,032.00$ 12.77$ 42,600.72$ 14.50$ 48,372.00$ 13.00$ 43,368.00$ 12.90$ 43,034.40$ 16.00$ 53,376.00$ 14.20$ 47,371.20$

115 EARLY COMPLETION INCENTIVE LUMP SUM 1 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$ 25,000.00$

$ 4,629,507.80 $ 4,145,349.57 $ 4,053,629.35 $ 3,960,969.18 $ 4,370,273.00 $ 3,685,386.29 $ 3,746,156.76 SUBTOTAL: BASE BID

366

ABSTRACT OF BIDS2022 VICKSBURG LANE IMPROVEMENTSCITY OF PLYMOUTHCITY PROJECT NO. ST229005BIDS OPENED: 02/25/2022 10:00 AM CST

Bid

Item

No.

MNDOT

Item No.Item Description Unit

Estimated

QuantityUnit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension

BASE BID

6

Engineer Estimate

1 2 3 4 5

Bituminous Roadways Inc.T. A. Schifsky & Sons, Inc New Look Contracting, Inc. Northwest Park Construction CompanyC.S. McCrossan

Construction, Inc.

A.1 2102 CLEARING TREE 17 500.00$ 8,500.00$ 267.80$ 4,552.60$ 500.00$ 8,500.00$ 400.00$ 6,800.00$ 267.00$ 4,539.00$ 315.00$ 5,355.00$ 277.00$ 4,709.00$

A.2 2102 GRUBBING TREE 17 500.00$ 8,500.00$ 103.00$ 1,751.00$ 200.00$ 3,400.00$ 160.00$ 2,720.00$ 103.00$ 1,751.00$ 120.00$ 2,040.00$ 106.00$ 1,802.00$

A.3 2105 SALVAGE SIGN EACH 3 100.00$ 300.00$ 41.20$ 123.60$ 32.00$ 96.00$ 35.00$ 105.00$ 41.00$ 123.00$ 45.50$ 136.50$ 32.00$ 96.00$

A.4 2105 REMOVE CURB & GUTTER LIN FT 227 8.00$ 1,816.00$ 10.00$ 2,270.00$ 5.00$ 1,135.00$ 18.00$ 4,086.00$ 10.90$ 2,474.30$ 3.50$ 794.50$ 8.10$ 1,838.70$

A.5 2105 SALVAGE & REINSTALL CONCRETE BLOCK RETAINING WALL LIN FT 15 35.00$ 525.00$ 45.00$ 675.00$ 215.00$ 3,225.00$ 59.00$ 885.00$ 76.90$ 1,153.50$ 105.00$ 1,575.00$ 163.00$ 2,445.00$

A.6 2105 REMOVE RETAINING WALL LIN FT 165 100.00$ 16,500.00$ 15.00$ 2,475.00$ 5.00$ 825.00$ 10.00$ 1,650.00$ 10.30$ 1,699.50$ 11.50$ 1,897.50$ 59.00$ 9,735.00$

A.7 2105 REMOVE CONCRETE PAVEMENT SQ YD 173 10.00$ 1,730.00$ 15.00$ 2,595.00$ 13.50$ 2,335.50$ 8.00$ 1,384.00$ 11.80$ 2,041.40$ 10.50$ 1,816.50$ 11.00$ 1,903.00$

A.8 2105 REMOVE BITUMINOUS PAVEMENT SQ YD 359 1.00$ 359.00$ 9.00$ 3,231.00$ 9.00$ 3,231.00$ 6.00$ 2,154.00$ 9.50$ 3,410.50$ 6.60$ 2,369.40$ 6.70$ 2,405.30$

A.9 2106 COMMON EXCAVATION (EV) (P) CU YD 340 30.00$ 10,200.00$ 33.75$ 11,475.00$ 25.00$ 8,500.00$ 32.15$ 10,931.00$ 33.00$ 11,220.00$ 24.50$ 8,330.00$ 23.00$ 7,820.00$

A.10 2361 TYPE SP 12.5 WEARING COURSE MIXTURE (4,F) TON 69 82.00$ 5,658.00$ 225.00$ 15,525.00$ 250.00$ 17,250.00$ 94.65$ 6,530.85$ 181.00$ 12,489.00$ 122.00$ 8,418.00$ 126.00$ 8,694.00$

A.11 2505 REPAIR WATER VALVE (REPLACE BOLTS & VALVE BOX) EACH 1 1,600.00$ 1,600.00$ 5,798.90$ 5,798.90$ 5,000.00$ 5,000.00$ 3,100.00$ 3,100.00$ 3,970.00$ 3,970.00$ 3,760.00$ 3,760.00$ 3,560.00$ 3,560.00$

A.12 2505 REPLACE FITTING BOLT EACH 40 10.00$ 400.00$ 216.30$ 8,652.00$ 55.00$ 2,200.00$ 26.52$ 1,060.80$ 239.00$ 9,560.00$ 265.00$ 10,600.00$ 147.00$ 5,880.00$

A.13 2505 ADJUST GATE VALVE & BOX EACH 2 250.00$ 500.00$ 566.50$ 1,133.00$ 950.00$ 1,900.00$ 595.00$ 1,190.00$ 512.00$ 1,024.00$ 555.00$ 1,110.00$ 309.00$ 618.00$

A.14 2507 ADJUST FRAME & RING CASTING (SPECIAL) (STORM) EACH 1 800.00$ 800.00$ 515.00$ 515.00$ 1,500.00$ 1,500.00$ 695.00$ 695.00$ 966.00$ 966.00$ 795.00$ 795.00$ 802.00$ 802.00$

A.15 2522 6" CONCRETE WALK SQ FT 537 15.00$ 8,055.00$ 10.30$ 5,531.10$ 10.00$ 5,370.00$ 12.00$ 6,444.00$ 10.30$ 5,531.10$ 14.50$ 7,786.50$ 16.00$ 8,592.00$

A.16 2522 3" BITUMINOUS WALK SQ FT 4165 4.00$ 16,660.00$ 2.73$ 11,370.45$ 3.50$ 14,577.50$ 1.50$ 6,247.50$ 2.85$ 11,870.25$ 3.00$ 12,495.00$ 3.40$ 14,161.00$

A.17 2522 CONCRETE CURB & GUTTER DESIGN B618 LIN FT 227 22.00$ 4,994.00$ 26.78$ 6,079.06$ 27.00$ 6,129.00$ 26.00$ 5,902.00$ 25.60$ 5,811.20$ 38.00$ 8,626.00$ 40.00$ 9,080.00$

A.18 2532 7" CONCRETE VALLEY GUTTER SQ YD 64 120.00$ 7,680.00$ 66.95$ 4,284.80$ 68.00$ 4,352.00$ 68.00$ 4,352.00$ 74.50$ 4,768.00$ 145.00$ 9,280.00$ 162.00$ 10,368.00$

A.19 2532 TRUNCATED DOMES SQ FT 127 50.00$ 6,350.00$ 128.75$ 16,351.25$ 110.00$ 13,970.00$ 100.00$ 12,700.00$ 103.00$ 13,081.00$ 54.00$ 6,858.00$ 53.00$ 6,731.00$

A.20 2565 INSTALL SIGN EACH 3 200.00$ 600.00$ 334.75$ 1,004.25$ 325.00$ 975.00$ 310.00$ 930.00$ 241.00$ 723.00$ 265.00$ 795.00$ 319.00$ 957.00$

A.21 2572 DECIDUOUS TREE 2.5" CAL B&B TREE 13 500.00$ 6,500.00$ 721.00$ 9,373.00$ 850.00$ 11,050.00$ 650.00$ 8,450.00$ 718.00$ 9,334.00$ 775.00$ 10,075.00$ 948.00$ 12,324.00$

A.22 2574 STORM DRAIN INLET PROTECTION EACH 4 300.00$ 1,200.00$ 128.75$ 515.00$ 150.00$ 600.00$ 150.00$ 600.00$ 396.00$ 1,584.00$ 190.00$ 760.00$ 256.00$ 1,024.00$

A.23 2575 COMMON TOPSOIL BORROW (LV) (6") CU YD 211 40.00$ 8,440.00$ 43.26$ 9,127.86$ 37.00$ 7,807.00$ 42.00$ 8,862.00$ 36.80$ 7,764.80$ 37.50$ 7,912.50$ 48.00$ 10,128.00$

A.24 2576 HYDROMULCH & SEED SQ YD 1268 4.00$ 5,072.00$ 1.20$ 1,521.60$ 1.25$ 1,585.00$ 2.00$ 2,536.00$ 2.90$ 3,677.20$ 1.60$ 2,028.80$ 1.40$ 1,775.20$

A.25 2583 4" SOLID LINE MULTI-COMPONENT LIN FT 240 1.00$ 240.00$ 5.15$ 1,236.00$ 6.00$ 1,440.00$ 5.50$ 1,320.00$ 5.20$ 1,248.00$ 5.70$ 1,368.00$ 5.30$ 1,272.00$

A.26 2583 PAVEMENT MESSAGE PREFORM THERMOPLASTIC GROUND IN SQ FT 30 25.00$ 750.00$ 22.66$ 679.80$ 26.00$ 780.00$ 23.00$ 690.00$ 22.90$ 687.00$ 26.00$ 780.00$ 24.00$ 720.00$

$ 102,325.15 $ 122,500.75 $ 117,762.20 $ 129,440.20

TOTAL AMOUNT: BASE BID + ADD ALTERNATE $ 4,494,202.00 $ 3,813,232.56 $ 3,873,889.76 $ 4,063,294.33 $ 4,176,130.10 $ 4,263,111.77 $ 4,758,948.00

ADD ALTERNATE: 41ST AVE TRAIL

SUBTOTAL: ADD ALTERNATE $ 123,929.00 $ 127,846.27 $ 127,733.00

367

Assessment Roll 2022 Vicksburg Lane Improvements

Project No. ST229005

1 16-118-22-32-0024 CVIII VICKSBURG VILLAGE LLC RYAN LLC 15700 ROCKFORD RD PLYMOUTH MN 55446 150 SOUTH FIFTH ST #2500 MINNEAPOLIS MN 55402 73,564.63$

2 17-118-22-14-0021 IND SCHOOL DIST NO 284 16005 41ST AVE N PLYMOUTH MN 55446 PO BOX 660 WAYZATA MN 55391 51,085.60$

3 17-118-22-41-0026 DANIEL K SHEEHY 15930 38TH AVE N PLYMOUTH MN 55446 15930 38TH AVE N PLYMOUTH MN 55446 500.00$

4 17-118-22-41-0027 MARILYN SUNSERI 15940 38TH AVE N PLYMOUTH MN 55446 15940 38TH AVE N PLYMOUTH MN 55446 500.00$

5 17-118-22-41-0028 LELAND L & MARY E MAGLE 15950 38TH AVE N PLYMOUTH MN 55446 15950 38TH AVE N PLYMOUTH MN 55446 500.00$

6 17-118-22-41-0029 LINDA PIERSOL 15960 38TH AVE N PLYMOUTH MN 55446 15960 38TH AVE N PLYMOUTH MN 55446 500.00$

7 17-118-22-41-0030 MARILYN L NELSON 16000 38TH AVE N PLYMOUTH MN 55446 16000 38TH AVE N PLYMOUTH MN 55446 500.00$

8 17-118-22-41-0031 CONSTANCE L RYAN 16010 38TH AVE N PLYMOUTH MN 55446 16010 38TH AVE N PLYMOUTH MN 55446 500.00$

9 17-118-22-41-0032 PATRICIA ABERCROMBIE 16020 38TH AVE N PLYMOUTH MN 55446 16020 38TH AVE N PLYMOUTH MN 55446 500.00$

10 17-118-22-41-0033 GREG & DIANE NELSON 16030 38TH AVE N PLYMOUTH MN 55446 16030 38TH AVE N PLYMOUTH MN 55446 500.00$

11 17-118-22-41-0034 HELEN I SCHOLD 16040 38TH AVE N PLYMOUTH MN 55446 16040 38TH AVE MINNEAPOLIS MN 55446 500.00$

12 17-118-22-41-0035 DAVID GOLDSTEIN NANCY GOLDSTEIN 16050 38TH AVE N PLYMOUTH MN 55446 16050 38TH AVE N PLYMOUTH MN 55446 500.00$

13 17-118-22-41-0036 ROSEMARIE WELDON TIMOTHY M WELDON 16115 38TH AVE N PLYMOUTH MN 55446 16115 38TH AVE N PLYMOUTH MN 55446 500.00$

14 17-118-22-41-0037 AUDREY S FRIEDMAN 16105 38TH AVE N PLYMOUTH MN 55446 16105 38TH AVE N PLYMOUTH MN 55446 500.00$

15 17-118-22-41-0038 JAMES A DAVIS JOANNE L ANDERSON 16055 38TH AVE N PLYMOUTH MN 55446 16055 38TH AVE N PLYMOUTH MN 55446 500.00$

16 17-118-22-41-0039 NANCY SHERMAN 16045 38TH AVE N PLYMOUTH MN 55446 16045 38TH AVE N PLYMOUTH MN 55446 500.00$

17 17-118-22-41-0040 GARY W & KAREN C JACKSON 16035 38TH AVE N PLYMOUTH MN 55446 16035 38TH AVE N PLYMOUTH MN 55446 500.00$

18 17-118-22-41-0041 DIAMOND VENURES INC 16025 38TH AVE N PLYMOUTH MN 55446 2217 EVANS PRAIRIE TRAIL THE VILLAGES FL 32163 500.00$

19 17-118-22-41-0042 WAYNE G & ELIZABETH A FADDEN 16015 38TH AVE N PLYMOUTH MN 55446 16015 38TH AVE N PLYMOUTH MN 55446 500.00$

20 17-118-22-41-0043 ANN MARIE MOORE/ROBERT MOORE 16005 38TH AVE N PLYMOUTH MN 55446 1155 E BANTA CT APPLETON WI 54915 500.00$

21 17-118-22-44-0084 NEL C & CHARLENE R JOHNSON 15935 38TH AVE N PLYMOUTH MN 55446 15935 38TH AVE N PLYMOUTH MN 55446 500.00$

22 17-118-22-44-0085 LINDA ECKMAN 15925 38TH AVE N PLYMOUTH MN 55446 3250 COUNTY RD 92 N MAPLE PLAIN MN 55359 500.00$

23 17-118-22-44-0086 THOMAS E COLLINS WINNIFRED J COLLINS 15915 38TH AVE N PLYMOUTH MN 55446 15915 38TH AVE N PLYMOUTH MN 55446 500.00$

24 17-118-22-44-0087 LINDA RAE STOWE 15905 38TH AVE N PLYMOUTH MN 55446 15905 38TH AVE N PLYMOUTH MN 55446 500.00$

25 20-118-22-11-0015 PLYMOUTH MARKETPLACE LLC C/O TRI-STAR MGMT 3505 VICKSBURG LA N PLYMOUTH MN 55446 600 HIGHWAY 169 S #1660 ST LOUIS PARK MN 55426 47,895.90$

26 20-118-22-11-0016 PLYMOUTH MARKETPLACE LLC C/O TRI-STAR MGMT 3425 VICKSBURG LA N PLYMOUTH MN 55446 600 HIGHWAY 169 S #1660 ST LOUIS PARK MN 55426 8,654.52$

27 20-118-22-11-0017 BREMER BANK NA ATTN:FACILITIES 3415 VICKSBURG LA N PLYMOUTH MN 55446 PO BOX 1000 LAKE ELMO MN 55042 7,608.98$

28 20-118-22-11-0018 CFT NV DEVELOPMENTS LLC 3405 VICKSBURG LA N PLYMOUTH MN 55446 1120 N TOWN CENTER DR #150 LAS VEGAS NV 89144 10,613.57$

29 20-118-22-11-0019 PLYMOUTH MARKETPLACE LLC C/O TRI-STAR MGMT 3455 VICKSBURG LA N PLYMOUTH MN 55446 600 HIGHWAY 169 S #1660 ST LOUIS PARK MN 55426 38,490.75$

30 21-118-22-22-0004 SHOREVIEW SPMGH HOLDING INC 15705 35TH AVE N PLYMOUTH MN 55447 19315 SORREL CT LA CORCORAN MN 55340 8,632.80$

31 21-118-22-22-0009 MOVIE CINEMA LIMITED PTNRSHP 3400 VICKSBURG LA N PLYMOUTH MN 55447 900 80TH ST E BLOOMINGTON MN 55420 33,716.73$

32 21-118-22-22-0015 SUP II PLYMOUTH TOWN CTR LLC C/O STERLING ORGANIZATION 3550 VICKSBURG LA N PLYMOUTH MN 55447 302 DATURA ST WEST PALM BEACH FL 33401 55,786.04$

33 21-118-22-22-0016 WEST REAL ESTATE & MGMT INC 3500 VICKSBURG LA N PLYMOUTH MN 55447 1660 SOUTH HIGHWAY 100 SUITE 210 ST LOUIS PARK MN 55416 26,685.50$

34 21-118-22-22-0020 NFQM LLC 15555 34TH AVE N PLYMOUTH MN 55447 269 PENISULA RD PLYMOUTH MN 55441 8,849.05$

35 21-118-22-22-0021 WILLIAM CHARLES ASSOC LLC 15545 34TH AVE N PLYMOUTH MN 55447 2923 43RD ST W MINNEAPOLIS MN 55410 4,934.40$

No. Assessment Taxpaer

City, State, ZipPID Owner 1 Owner 2 Property Address

Property

City, State, ZipTaxpayer Address

368

1

2

32

33

3034

31

25

29 2827

26

35

Vicks

burg

Ln N

38th Ave N

41st Ave N

Old Rockford Rd

Turtle Lake

¬«55

")9

THIS REPRESENTS A COMPILATION OF INFORMATION AND DATA FROM CITY, COUNTY, STATE AND OTHER SOURCES THAT HAS NOT BEEN FIELD VERIFIED. INFORMATION SHOULD BE FIELD VERIFIED AND COMPARED WITH ORIGINAL SOURCE DOCUMENTS.

2022 Vicksburg Lane ImprovementsProject No. ST229005 - Assessment MapStreet Improvements

Trail ImprovementsAssessed ParcelsTownhome Unit Ü0 600 Feet

369

O:\Projects\Current Projects\2020-2029\22-ST229005 2022 Vicksburg Lane Improvement\Agreements\BMI - Supplemental Agreement.docx

1

SUPPLEMENTAL AGREEMENT

FOR

PROFESSIONAL ENGINEERING SERVICES

1. MASTER AGREEMENT. The parties have previously entered into a Master

Agreement for Professional Engineering Services which is incorporated herein by reference. In

the event of a conflict between the Master Agreement and this Supplemental Agreement the

Supplemental Agreement shall control with respect to the project for which it applies.

2. BACKGROUND.

A. Date of Supplemental Agreement: March 22, 2022

B. Owner: City of Plymouth

C. Engineer: Bolton & Menk, Inc.

D. Project: 2022 Vicksburg Lane Improvements

City Project No. ST229005

3. SERVICES. The Engineer shall perform the following services for the Owner as

per the Agreement for Engineering Services dated May 11, 2021 and the Scope

Amendment dated March 8, 2022 (attached).

4. PAYMENT. The Owner shall pay the Engineer for services rendered under the

Supplemental Agreement as follows:

Lump sum of: $ ______

Standard hourly rate pursuant to rate schedule on file with the City

as of the date of this Supplemental Agreement.

X Standard hourly rate pursuant to rate schedule included in the

proposal with a not to exceed of $617,082, including reimbursable

expenses.

Agreement for Engineering Services: $501,218

Supplemental Agreement (3/8/2022): $115,864

• Construction Phase Services

Total, not to exceed: $617,082

5. COMPLETION DATE. Services performed by Engineer pursuant to this

Supplemental Agreement must be completed on or before December 31, 2023.

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N:\Proposals\Plymouth\2022 Vicksburg Lane\Amendment 1_2022 Const\Amend 1 Cover Letter_Payne 03_08_22.docx

March 8, 2022 Mr. Mike Payne, P.E., Assistant City Engineer City of Plymouth 3400 Plymouth Boulevard Plymouth MN 55447 Re: Amendment #1 – Construction Phase Services 2022 Vicksburg Lane Improvements City of Plymouth, Minnesota Mr. Payne: Final design services for the 2022 Vicksburg Lane Improvements have been completed. Building from those efforts, as requested Bolton & Menk has drafted a proposed amendment to our agreement for the construction phase of the project. Efforts include construction staking, shop drawing review and construction phase startup efforts, construction phase design revision support (if necessary), signal and lighting inspection, and as-built survey efforts. Our proposed fee for Amendment 1 is $115,864 for 753 proposed hours of labor by Bolton & Menk. If you have any questions regarding this proposal or would like to discuss any of its details, please do not hesitate to contact me at 612-221-6946 or mikewa@bolton-menk.com. Sincerely,

Bolton & Menk, Inc.

Michael J. Waltman, P.E. Principal Engineer cc: Chris LaBounty, PE, Plymouth City Engineer

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Submitted by Bolton & Menk, Inc. 2022 Vicksburg Lane Improvements – Amendment 1| City of Plymouth 1

2022 Vicksburg Lane Improvements Amendment 1 City of Plymouth

PROPOSED SCOPE OF WORK

The work to be performed by the Bolton & Menk under this agreement shall encompass and include detailed work, services, materials, equipment and supplies necessary to complete analysis and design for the project. The project consists of roadway, utility, traffic signal, and streetscaping improvements along Vicksburg Lane between Hwy 55 and Old Rockford Road. Details of the improvements are identified in the final plans for the 2022 Vicksburg Lane Improvements. Building from the initial scope of work performed by Bolton & Menk for the City of Plymouth on the Vicksburg Lane Improvements project (tasks 1 through 6), work under this amendment addresses engineering and surveying support needs required during the construction phase. The scope of work to be performed for the Task 7 – Construction Phase Services is as follows:

TASK 7 – 2022 CONSTRUCTION PHASE SERVICES

Construction phase professional engineering and surveying services to be provided by Bolton & Menk are as follows:

Task 7.1 - Construction Staking

Bolton & Menk will complete construction staking as required of the Owner/Engineer specified in section 01730 of the

project manual. More specifically, staking will be provided as follows:

1. Storm Sewer: Staking will be furnished and set by Bolton & Menk at 50.0-foot spacing (usually offset for construction) for the storm sewer. Cuts to the proposed pipeline grade will be furnished by the Bolton & Menk. Manholes and catch basins will be staked with an offset and a witness with a cut to the lowest structure invert. Location staking shall be provided for service wyes for new construction.

2. Curb: Offset staking will be provided with cuts and fills to proposed grade at 50-foot spacing on tangents, and 25-foot spacing on horizontal or vertical curves, shall be furnished and set along curb segments to be replaced at intersection and corners and replacements of 50-foot length or longer.

3. Trails: Staking will be provided to the trail alignment shown in the plan where the proposed trail is of inconsistent distance from nearest back of curb.

4. Pedestrian Ramps: Staking will be provided by the Bolton & Menk as specified in the plans for pedestrian ramps. Staking will be provided for the curb & gutter including the 0” curb height locations, curb begin radii, curb end radii, and trail connection points to the pedestrian ramps. Bolton & Menk will not be required to stake location and elevation of landings, ramps, domes, and other concrete walk; as those features are required to be laid out by the contractor.

5. Watermain replacement beginning and ending locations at the crossing of Plymouth Creek.

6. Traffic signal push-button locations.

7. Lighting handhole locations.

8. Miscellaneous: Location stakes will be provided for silt fence locations at 100.0-foot spacing. Location stakes representing clearing and grubbing limits will be provided at 100.0-foot spacing.

9. Bolton & Menk will provide horizontal and vertical control points on the project’s datum.

10. The City’s contractor will be responsible to have all areas where stakes need to be set to be clear of debris. The contractor needs to also provide a clear line of sight for staking.

11. The Owner’s project representative shall notify Bolton & Menk a minimum of 48 hours in advance of the need for construction stakes on the project, excluding Saturdays, Sundays, and legal holidays. Staking requests submitted after 2pm shall be recorded as being received the next business day.

12. The City’s Contractor shall protect and preserve all such stakes and marks, and Owner will charge the contractor and pay Bolton & Menk expense of resetting all such stakes and marks destroyed or disturbed due to the

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Submitted by Bolton & Menk, Inc. 2022 Vicksburg Lane Improvements – Amendment 1 | City of Plymouth 2

2022 Vicksburg Lane Improvements Amendment 1 City of Plymouth

Contractor's carelessness or negligence. Stakes that are destroyed due to vandalism, erosion or other incidents shall be re-staked by the Bolton & Menk and will be at the OWNER’s expense.

13. In the event of apparent or questionable errors or inconsistencies in such stakes set for control of line and/or grade, the Contractor shall promptly notify the Owner of such error or inconsistency and shall not proceed with the work until such stake, grade, or mark shall have been verified or corrected by Bolton & Menk.

14. Bolton & Menk will mark the existing boundary monuments prior to construction. The Contractor is responsible for protecting the monuments during construction. If monuments are removed the Bolton & Menk will reset them post construction at the Contractor’s expense.

15. All other line and grade staking shall be the responsibility of the City’s Contractor. The Contractor shall furnish sufficient equipment and personnel for determination of plan grades, cross sections, course thicknesses, etc.

Task 7.2 – Shop Drawing Review & 2022 Construction Phase startup

Bolton & Menk will review required shop drawings submitted by the contractor, coordinate with contractors, suppliers, and City Staff as necessary, and issue comments or approvals as appropriate. Shop drawing review will be completed based on our review of the final plans and specifications, as well as supplemental conversations with City Staff and research should we identify such needs. Bolton & Menk will attend the preconstruction meeting, coordinate any remaining permits necessary for construction, and complete transition of private utility relocation coordination to the City’s project team and contractor.

Task 7.3 – Construction Phase Administrative Support

Bolton & Menk will provide construction administration support to the City’s project team upon request. Bolton & Menk will have qualified and appropriate staff:

1. Attend up to ten (10) on-site construction scheduling meetings during construction.

2. Review and comment on change orders and written directives prepared by others.

3. Review for conformance with design alternatives submitted by the contractor.

4. Assist in review, response, and/or production of temporary traffic control modification desires being

contemplated or specifically desired by the City.

5. Visit the site at two other times during or following the construction effort, at the request of the City, to review

constructed elements for compliance with the project documents and intent.

6. Attend the final walk through for review of substantially completed work and assistance with development of the

project punch list.

During construction, unforeseen conditions can necessitate plan changes or design revision considerations. Bolton & Menk will be available to respond immediately to such needs to avoid contractor delays and associated costs. A budget of approximately $12,500 is proposed for this potential need, which will be expended on an hourly basis as requested by the City’s Project Team.

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Submitted by Bolton & Menk, Inc. 2022 Vicksburg Lane Improvements – Amendment 1 | City of Plymouth 3

2022 Vicksburg Lane Improvements Amendment 1 City of Plymouth

Task 7.4 – Signal & Lighting Inspection

Bolton & Menk will furnish a construction observer to complete periodic supporting observations of signal push button

installation and commissioning of the revised signals. Bolton & Menk will also complete periodic (part time) inspections

of handhole, conduit, and foundation installation for the future (2023) lighting system installation.

We assume the completion of a construction diary and other records, ADA inspections and pedestrian ramp layout, and

measuring/tracking of quantities for payment purposes will be completed by others.

Task 7.5 – As-Built Survey

Bolton & Menk will collect as-built survey information on the installed storm sewer components, water valves, hydrants,

handholes, including elevation data. This information will be incorporated into an as-built plan set, along with

construction notes collected by the City and furnished to us, following construction.

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Submitted by Bolton & Menk, Inc. 2022 Vicksburg Lane Improvements – Amendment 1 | City of Plymouth 4

2022 Vicksburg Lane Improvements Amendment 1 City of Plymouth

PROPOSED FEES A detailed cost breakdown including hours is shown on the attached Detailed Cost Estimate. Our total proposed hourly not-to-exceed fee for this project is $115,864.

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CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION ORDERING IMPROVEMENT FOR THE

2022 VICKSBURG LANE IMPROVEMENTS (ST229005)

WHEREAS, the City Council adopted a resolution on the 25th day of January, 2022, which fixed a date for the council hearing on the proposed improvement of Vicksburg Lane between Highway 55 and Old Rockford Road and 38th Avenue west of Vicksburg Lane by pavement reclamation, pavement mill and overlay, storm sewer and utility improvements, signal improvements, trail replacement, trail construction, landscaping improvements, and all necessary appurtenances; and

WHEREAS, a minimum of 10 days mailed notice and two weeks published notice of the hearing was given and the hearing was held thereon the 22nd day of March, 2022, at which all persons desiring to be heard will be given an opportunity to be heard thereon.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH,MINNESOTA:

1. Such improvement is ordered as proposed in the Council resolution adopted April 12, 2022.

2. The City Council declares its official intent to reimburse itself for the costs of the improvement from the proceeds of the tax exempt bond or other identified sources for this project.

APPROVED by the City Council on this 12th day of April, 2022.

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CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION ADOPTING ASSESSMENTS FOR THE

2022 VICKSBURG LANE IMPROVEMENTS (ST229005)

Whereas, pursuant to proper notice duly given as required by law, the Council has met and heard and passed upon all objections to the proposed assessment for the improvement of Vicksburg Lane between Highway 55 and Old Rockford Road and 38th Avenue west of Vicksburg Lane by pavement reclamation, pavement mill and overlay, storm sewer and utility improvements, trail replacements, trail construction, landscaping improvements, and all necessary appurtenances.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA:

1. Such proposed assessment, a copy of which is attached hereto and made a part hereof, is accepted and shall constitute the special assessment against the lands named therein, and each tract of land therein included is found to be benefited by the proposed improvement in the amount of the assessment levied against it.

2. Such assessments between $0 and $5,000 shall be payable in equal annual installments extending over a period of 5 years, the first of the installments to be payable on or before the first Monday in January, 2023, and shall bear the interest rate of 2.10% per annum for a 5 year assessment period. Therefore, the first installment shall be added interest on the entire assessment from November 1, 2022 until December 31, 2023. To each subsequent installment when due shall be added interest for one year on all unpaid installments.

3. Such assessments between $5,001 and $10,000 shall be payable in equal annual installments extending over a period of 10 years, the first of the installments to be payable on or before the first Monday in January, 2023, and shall bear the interest rate of 2.53% per annum for a 10 year assessment period. Therefore, the first installment shall be added interest on the entire assessment from November 1, 2022 until December 31, 2023. To each subsequent installment when due shall be added interest for one year on all unpaid installments.

4. Such assessments over $10,000 shall be payable in equal annual installments extending over a period of 15 years, the first of the installments to be payable on or before the first Monday in January, 2023, and shall bear the interest rate of 2.64% per annum for a 15 year assessment period. Therefore, the first installment shall be added interest on the entire assessment from November 1, 2022 until December 31, 2023. To each subsequent installment when due shall be added interest for one year on all unpaid installments.

5. The owner of any property so assessed may, at any time prior to certification of the assessment to Hennepin County, pay the whole of the assessment on such property with

378

interest accrued to the date of payment to the City of Plymouth Finance Department, except that no interest shall be charged if the entire assessment was paid by October 31, 2022 and the property owner may at any time thereafter, pay the City of Plymouth Finance Division the entire amount of the assessment remaining unpaid, with interest accrued to December 31 of the year in which such payment is made. Such payment must be made by November 15 or interest will be charged through December 31 of the next succeeding year. The owner of any property so assessed may also, until October 31, 2022, make a partial payment of a least $100 to the City of Plymouth Finance Division. The remaining unpaid balance will be certified as the new assessment amount. The owner may also at any time prior to November 15, of any year, pay the remaining unpaid principal balance with interest accrued to November 15 of the year in which such prepayment is made.

6. The Clerk shall forthwith transmit a certified duplicate of this assessment to Hennepin County to be extended on the property tax lists of the County. Such assessments shall be collected and paid over in the same manner as other municipal taxes.

The total cost of the improvement assessed by this resolution is $387,518.47.

APPROVED by the City Council on this 12th day of April, 2022.

STATE OF MINNESOTA)COUNTY OF HENNEPIN) SS.

The undersigned, being the duly qualified and appointed City Clerk of the City of Plymouth, Minnesota, certifies that I compared the foregoing resolution adopted at a meeting of the Plymouth City Council on April 12, 2022 with the original thereof on file in my office, and the same is a correct transcription thereof.

WITNESS my hand officially as such City Clerk and the Corporate seal of the City this ___________day of __________________, __________.

____________________________________City Clerk

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CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION AWARDING CONTRACT AND APPROVING SUPPLEMENTAL AGREEMENT

FOR THE 2022 VICKSBURG LANE IMPROVEMENTS (ST229005)

WHEREAS, pursuant to an advertisement for bids for the 2022 Vicksburg Lane Improvements, bids were received, opened and tabulated according to State law, and the following bids were received complying with the advertisement:

Contractor Base Bid + Bid Alternate

T. A. Schifsky & Sons, Inc. $3,813,232.56New Look Contracting, Inc. $3,873,889.76Northwest $4,063,294.33Park Construction Company $4,176,130.10C.S. McCrossan Construction, Inc. $4,263,111.77Bituminous Roadways Inc. $4,758,948.00Engineers Estimate $4,494,202.00

WHEREAS, it appears that T. A. Schifsky & Sons, Inc. of North St. Paul, MN, is the lowest responsible bidder, complying with the minimum qualifications; and

WHEREAS, the City Engineer recommends awarding the project to T. A. Schifsky & Sons, Inc.; and

WHEREAS, staff believes it to be in the best interest of the City to approve the supplemental agreement with Bolton & Menk, Inc. to provide construction engineering services including construction administration, inspection, and construction staking at a cost of $115,864.00.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA:

1. The Mayor and City Manager are authorized and directed to enter into the contract with T. A. Schifsky & Sons, Inc. of North St. Paul, MN, in the name of the City of Plymouth for the 2022 Vicksburg Lane Improvements according to the plans and specifications therefore approved by the City Council and on file in the office of the City Engineer in the amount of $3,813,232.56.

2. The supplemental agreement with Bolton & Menk, Inc. is hereby approved at a cost of $115,864.00.

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Resolution 2022-Page 2

3. The total cost of the project is $4,861,527.82 which includes the improvements ($3,813,232.56), 5% contingency ($190,661.63), 5% administration ($190,661.63), and engineering ($666,972.00).

BE IT FURTHER RESOLVED, that the project would be funded from the street reconstruction fund ($1,653,689.85), the municipal state aid (MSA) fund ($1,675,000.00), the water resources fund ($476,099.19), the water fund ($416,708.66), special assessments ($387,518.47), the park replacement fund ($248,572.18), and the sewer fund ($3,939.47).

APPROVED by the City Council on this 12th day of April, 2022.

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Regular CityCouncil

April 12, 2022

AgendaNumber: 8.2

To: Dave Callister, City Manager

Prepared by: Michael Thompson, Public Works Director

Reviewed by: Michael Thompson, Public Works Director

Item: Consider approval of a joint powers agreement providingpotable water service to the City of Medicine Lake

1. Action Requested: Adopt resolution approving a joint powers agreement providing potable water service to the City ofMedicine Lake.

2. Background: The City of Medicine Lake plans to rebuild its street infrastructure and has requested to connect intoPlymouth's potable water system to serve its residents. The residents are currently on well systemsand Medicine Lake wants to extend watermain in conjunction with its upcoming streetreconstruction project.

The Plymouth City Council held a joint session with the Medicine Lake City Council on February 8,2022 to discuss this partnership. Staff from both cities have met to refine the Joint PowersAgreement (JPA) which has been reviewed and approved by legal counsel for both cities.

The Plymouth City Attorney reached out to the League of Minnesota Cities and believes the liabilityand indemnification language is suitable for this arrangement. However, if Council still hasconcerns, Plymouth could request Medicine Lake to purchase a water and sewer backup rider policyat some point in the future in conjunction with Plymouth's exploration of such. The City of Plymouthdoes not currently have this rider in our policy, but staff is working on a sewer policy update forCouncil consideration early next year which would include this. Currently, the cost to add thiscoverage for the city would be $21,067 per year and would include an unlimited number of homes ifthere was a water or sewer main backup incident causing damage to a home or business. MedicineLake is willing to pay a proportional share in order to help mitigate water backup liability concernsexpressed by some council members at the joint workshop. This coverage would reimburse aproperty owner for cleanup costs and damages up to $25,000 per incident regardless of citynegligence on a water main break and/or sanitary sewer main backup. This could help homeownersin moving ahead with cleanup costs knowing the City provides this benefit instead of delayingcleanup and going through the insurance claim process.

With the assurance of the adoption of this JPA, Medicine Lake can move forward with awarding itscontract this summer for the roadway and water main utility extension project which is slated tostart this year and continue into next year. It is recommended Council adopt the Joint PowersAgreement at this time.

382

3. Budget Impact:The terms of the JPA ensure that the City of Plymouth would be made whole for providing thisenterprise service to Medicine Lake. Medicine Lake would pay for all costs associated with thedesign, construction, and oversight of the watermain extension. Plymouth will reimburse the City ofMedicine Lake for design and construction of the water extension and road work on 15th Avenue asdiscussed at the workshop and outlined in the JPA.

4. Attachments:Joint Powers AgreementResolution

383

JOINT POWERS AGREEMENTBETWEEN

THE CITY OF PLYMOUTHAND

THE CITY OF MEDICINE LAKE

This Agreement (“Agreement”) is entered into this _____ day of _____________, 2022 (“Effective Date”) by and between the CITY OF PLYMOUTH, a Minnesota municipal corporation (“Plymouth”) and the CITY OF MEDICINE LAKE, a Minnesota municipal corporation (“Medicine Lake”) hereinafter referred to individually as a “City” and together as the “Cities.”

RECITALS

WHEREAS, Minnesota Statutes § 471.59 authorizes two or more governmental units to enter into agreements to jointly or cooperatively exercise any power common to the contracting cities; and

WHEREAS, the City of Plymouth employs designated staff for water production and distribution; and

WHEREAS, Medicine Lake desires to have Plymouth provide potable water service to Medicine Lake.

NOW, THEREFORE, Plymouth and Medicine Lake agree as follows:

1. POTABLE WATER SERVICES. Plymouth will provide potable water service to the City of Medicine Lake as an extension of the City of Plymouth’s water system. The City of Plymouth shall own and operate said water system within the limits of the City of Medicine Lake, and the City of Medicine Lake shall adopt all of Plymouth’s current potable water codes and ordinances as well as future amendments. The City of Plymouth will be responsible for the annual Minnesota Department of Health Consumer Confidence Reports for water quality and reporting of such for the water system serving Medicine Lake in accordance with all rules and regulations. The City of Plymouth will be responsible for making repairs to the watermain system including the main, fittings, hydrants, gate valves, curb stop boxes, and water services from the main to the curb stop box. The City of Medicine Lake or property owners are responsible for the private service pipes beyond the curb stop box. All repairs to the system will be made using the standard practices of the City of Plymouth. The City of Plymouth will notify residents of emergency water shutoffs. The City of Plymouth in coordination with the City of Medicine Lake is responsible for notifying residents of schedule for hydrant flushing and any planned shutoffs. The City of Plymouth reserves the right to contract water repairs to private utility contractors at their discretion. The City of Plymouth and their contractors working on the water system, inspecting the system (which could include flushing leak detection, televising, etc.), or managing the system do not need a right-of-way permit or permission from the City of Medicine Lake to enter the City Limits to perform related work. The City of Plymouth is not responsible for degradation of other Medicine Lake assets, such as roadways, as a result of repairing the water system per standard Plymouth maintenance practices, however the City of Plymouth shall restore the roadway or affected asset as part of a water repair similar to how it repairs its own roadways or affected assets. Any additional work beyond standard practice, such as restoration with anything other than seed, patching the roadway/driveways beyond the limits of the excavation necessary for the repair, will be the responsibility of Medicine Lake. The City of Plymouth and City of Medicine Lake agree to work in good faith to plan scheduled asset replacements and/or roadway reconstructions together when practical and provide two-year minimum notice for major construction improvements.

2. EMPLOYEE STATUS. Plymouth employees working to provide potable water service to Medicine Lake shall remain employees of Plymouth and shall not be deemed employees of Medicine

384

Lake for any purpose. Plymouth shall maintain all required workers’ compensation insurance on such employees.

3. INDEMNIFICATION. Each City shall be liable for its own acts and the results thereof to the extent provided by law and each City agrees to defend, indemnify and hold harmless the other (including its officials, employees, volunteers and agents), from any liability , claims, causes of action, judgments, damages, losses costs or expenses, including reasonable attorney’s fees, resulting directly or indirectly from any act or omission of the other City, anyone directly or indirectly employed by the other City, and/or anyone for whose acts and/or omissions the other City may be liable, in the performance or failure to perform its obligations under this Agreement. Each City’s liability shall be governed by the provisions of Minnesota Statutes, Chapter 466 and other applicable law. The Cities agree that liability under this Agreement is controlled by Minnesota Statute 471.59, subdivision 1a and that the total liability for the Cities shall not exceed the limits on governmental liability for a single unit of government as specified in 466.04, subdivision 1(a).

a. To the fullest extent permitted by law, action by the Parties to this Agreement is intended to be and shall be construed as a “cooperative activity” and it is the intent of the Parties that they shall be a deemed a “single governmental unit” for the purposes of liability, as set forth in Minnesota Statutes, section 471.59, subdivision 1a(a), provided further that for purposes of that statute, each Party to this Agreement expressly declines responsibility for the acts or omissions of the other Party to this Agreement except to the extent they have agreed in writing to be responsible for the acts or omissions of the other Party. The total liability for the Parties shall not be added together to exceed the limits on governmental liability for a single governmental unit.

b. Duty to Notify. Each City shall promptly notify the other of any claim, action, cause of action or litigation brought against that City, its employees, officers, agents, or subcontractors, which arises out of the services contained in this Agreement and should also notify the other City whenever any City has a reasonable basis for believing that the City, and/or its employees, officers, agents or subcontractors, and/or the other City might become the subject of a claim, action, cause of action or litigation arising out of the services contained in the Agreement. The parties agree this indemnity obligation shall survive the completion or termination of this Agreement.

4. PAYMENT FOR SERVICES. Medicine Lake shall be responsible for the following charges:

a. All engineering, design, and construction of the new water system extended intoMedicine Lake.

b. Medicine Lake shall pay Plymouth an annual fee of $21,600 starting January 1, 2023, tocover annual maintenance operations and a 4% inflator annually thereafter. As homesconnect this fee will be reduced proportionately (based on a total of 136 curb stopsavailable for connection) and furthermore, the fee will be eliminated upon 75% of the 136 curb stops being connected to the water system.

c. A water area charge (“WAC”) in the amount of $471,292.50 is owed to Plymouth based on 95.5 acres of serviceable area within Medicine Lake. Of this amount, 25% shall be due on January 1, 2023, with the remaining 75% collected with each permit as homes connect to the water system (approximately $2,599 per property based on current rates, assuming 136 total curb stop connections). Effective January 1, 2024, the outstanding balance of the WAC charge shall increase at an annual rate consistent and the same as Plymouth’s annual rate adjustment for the WAC charge set by the Plymouth City Council. Homes connecting to the water system will pay a proportionate share of the then outstanding

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WAC balance based on a calculation of taking the outstanding WAC balance and dividing by the number of homes that are still unconnected.

d. All other permit fees and building permit costs required as part of the water service connection will be paid by Medicine Lake homeowners upon time of connection when permitted through the City of Plymouth at the Council set rates for that year. This includes but is not limited to the Residential Equivalent Connection Charge (WREC), Water Connection Permit, Plumbing Permit, and Meter Fee.

e. A capital depreciation charge of double the then-current annual maintenance operation fee will be levied annually after 10 years if 75% of the 136 available curb stops are not connected to the water system. The capital depreciation charge shall terminate at such time as seventy-five (75%) of the 136 curb stops connect to the water system.

f. Plymouth shall reimburse the City of Medicine Lake for design and construction of the potable water extension and road work associated with 15th Avenue within the limits of the City of Plymouth. Plymouth shall have the opportunity to review and approve all costs associated with the design and construction of the improvements associated with 15th Avenue.

5. TERM. This Agreement is for a period of fifteen (15) years (the “Initial Term”) from the Effective Date, except that the Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either party provides written notice of termination of the Agreement not less than one hundred eighty (180) days before the end of the Initial Term or the end of any Renewal Term.

6. MINNESOTA GOVERNMENT DATA PRACTICES ACT (Minn. Stat.Chap.13 and related statutes). All data collected, created, received, maintained, or disseminated, in any form, for any purposes because of the Agreement is governed by the Minnesota Government Data Practices Act (Minn.Stat.Chap.13 and related statutes), as amended, the Minnesota Rules implementing such Act, as amended, as well as Federal Regulations on data privacy. The person responsible for release of all data under this Agreement shall be identified by each party.

7. ENTIRE AGREEMENT. This Agreement supersedes any prior or contemporaneous representations or agreements, whether written or oral, between the parties and contains the entire agreement of the parties related to street sweeping services. The JPA entered into between the two parties in July 2011 is hereby terminated.

8. AMENDMENTS. Any modification or amendment to this Agreement shall require a written agreement signed by all parties.

9. NOTICE. Any notice, statement or other written documents required to be given under this Agreement shall be considered served and received if delivered personally to the other party, or if deposited in the U.S. First Class mail, postage prepaid, as follows:

a. Notice to: City of PlymouthCity Manager 3400 Plymouth BoulevardPlymouth, Minnesota 55447

b. Notice to: City of Medicine LakeCity Clerk10609 South Shore DriveMedicine Lake, Minnesota 55441

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CITY OF PLYMOUTH

By:

Jeffry Wosje, Mayor

And:

David Callister, City Manager

387

CITY OF MEDICINE LAKE

By:

Scott Marks, Its Mayor

And:

Therese Polum, Its City Clerk

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CITY OF PLYMOUTH

RESOLUTION NO. 2022 -

RESOLUTION AUTHORIZING EXECUTION OF JOINT POWERS AGREEMENT

BETWEEN THE CITY OF MEDICINE LAKE AND THE CITY OF PLYMOUTH

FOR POTABLE WATER SERVICE

WHEREAS, the City of Medicine Lake is requesting potable water service from the City of Plymouth to service the properties within the corporate limits of the City of Medicine Lake; and

WHEREAS, the City of Plymouth has agreed to provide potable water service to the City of Medicine Lake per the terms outlined in the Joint Powers Agreement; and

WHEREAS, state law expressly allows the execution of joint powers agreements.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OFPLYMOUTH,MINNESOTA that the joint powers agreement with the City of Medicine Lake is approved and the Mayor and City Manager are authorized to execute the agreement.

APPROVED by the City Council on this 12th day of April, 2022.

389

Regular CityCouncil

April 12, 2022

AgendaNumber: 8.3

To: Dave Callister, City Manager

Prepared by: Jodi Gallup, City Clerk/Administrative Coordinator

Reviewed by: Maria Solano, Deputy City Manager

Item: Approve appointment to the Housing and RedevelopmentAuthority

1. Action Requested: Adopt attached resolution approving Ward 3 appointment to the Housing and RedevelopmentAuthority.

2. Background: Council conducted interviews at the Study Session held on March 22 to fill the vacant Ward 3 seat onthe Housing and Redevelopment Authority. The two finalists for the position are Joel Spoonheimand Cheryl Flugaur-Leavitt. Council will need to select which candidate to appoint in the attachedresolution.

3. Budget Impact:N/A

4. Attachments:Resolution

390

CITY OF PLYMOUTH

RESOLUTION NO. 2022-

RESOLUTION APPOINTING VACANT TERM

ON HOUSING AND REDEVELOPMENT AUTHORITY

BE IT RESOLVED by the City Council of the City of Plymouth, Minnesota, that the City Council confirms the following appointment made by Mayor Wosje to the Housing and Redevelopment Authority:

Name Commission Seat Term Expires

______________ Housing & Redevelopment Authority Ward 3 January 31, 2025

APPROVED by the City Council on this 12th day of April, 2022.

391

Regular CityCouncil

April 12, 2022

AgendaNumber: 10.1

To: Dave Callister, City Manager

Prepared by: Jodi Gallup, City Clerk/Administrative Coordinator

Reviewed by:

Item: Closed Meeting per State Statute 13D.05, Subdivision 3(B),attorney-client privilege to discuss pending litigation, Plymouthvs. Burger King; regarding the property at 10000 Rockford Road

1. Action Requested: Conduct closed meeting with the City Attorney to discuss pending litigation.

2. Background: N/A

3. Budget Impact:N/A

4. Attachments:

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