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HomeMy WebLinkAbout7/23/14 AgendaCITY OF FALCON HEIGHTS Regular Meeting of the City Council City Hall 2077 West Larpenteur Avenue AGENDA July 23, 2014 7:00 p.m. A. CALL TO ORDER: B. ROLL CALL: LINDSTROM ____ HARRIS ____ GOSLINE ____ LONG ____ MERCER-TAYLOR ____ STAFF PRESENT: FISCHER ____ C. PRESENTATIONS: 1. D. APPROVAL OF MINUTES: June 25, 2014 E. PUBLIC HEARINGS: F. CONSENT AGENDA: 1. General Disbursements through 7/15/2014: $234,364.51 Payroll through 7/15/2014: $43,389.16 2. Approval of City Licenses 3. Authorization of an Escrow Agreement in Connection with Lease Revenue Bonds (Kaleidoscope Charter School Project) Series 2007A 4. Approval for City Hall Carpet 5. Joint Power Agreement with the St Paul Port Authority for a Property Assessed Clean Energy Program 6. Professional Services Agreement with WSB & Associates, Inc. for Planning Services G: POLICY ITEMS: 1. Resolution Accepting Council Member Keith Gosline’s Resignation H. INFORMATION/ANNOUNCEMENTS: I. COMMUNITY FORUM: J. ADJOURNMENT: CITY OF FALCON HEIGHTS Regular Meeting of the City Council City Hall 2077 West Larpenteur Avenue MINUTES June 25, 2014 7:00 p.m. A. CALL TO ORDER: 7:00pm B. ROLL CALL: LINDSTROM _X_ HARRIS _X_ GOSLINE _X_ LONG _X_ MERCER-TAYLOR _AB_ STAFF PRESENT: FISCHER _X_ TESSER _X_ PITTMAN _X_ C. PRESENTATIONS: 1. Annual MS4 Presentation-Tim Pittman Public Works Director Public Works Director Tim Pittman provided the annual MS4 presentation and answered questions from Council. D. APPROVAL OF MINUTES: June 11, 2014 APPROVED E. PUBLIC HEARINGS: F. CONSENT AGENDA: Pam Harris Moved, Approval 4-0 1. General Disbursements through 6/16/2014: $96,070.66 Payroll through 6/15/2014: $17,208.13 2. Approval of City Licenses 3. Appointment of Chelsea Petersen as Community Development Coordinator G: POLICY ITEMS: 1. Approval of Park Master Plan Consultant Contract with WSB Chuck Long Moved, Approval 4-0 Assistant to the City Administrator Michelle Tesser presented the agenda item and answered questions from Council. 2. Approval of the Contract Agreement for Police Services with the City of St. Anthony Pam Harris Moved, Approval 4-0 City Administrator Bart Fischer presented the staff report and draft contract, and answered questions from Council. Council members provided positive comments on the current Police Department service. 3. Appointment of Regular, Part-Time Fire Chief Chuck Long Moved, Approval 4-0 City Administrator Bart Fischer presented the agenda item and answered questions from Council. Fischer and Mayor Peter Lindstrom recognized current Chief Clem Kurhajetz for his excellent service to the Falcon Heights Fire Department. H. INFORMATION/ANNOUNCEMENTS: Council Member Keith Gosline -Provided an update on the recent NYFS board meeting. Mayor Peter Lindstrom -Announced that he has been invited to be on a Humphrey School panel to give a presentation on Falcon Heights’ sustainability efforts. -Announced that the recent Movie in the Park was a great family event. Assistant to the City Administrator Michelle Tesser -Announced the following upcoming events: -Parents’ Night Out, July 18th and August 8th from 5-9pm -Ice Cream Social, July 24th from 6-8pm -August recreation camp registrations are still open -Night to Unite, August 5th. Block parties may be registered by calling City Hall. City Administrator Bart Fischer -Announced that the City of Falcon Heights will be hosting an American Red Cross Blood Drive at City Hall on July 1st from 9am-3pm. I. COMMUNITY FORUM: J. ADJOURNMENT: 7:32pm REQUEST FOR COUNCIL ACTION The City That Soars! Item General Disbursements and Payroll Description General Disbursements through 7/15/2014: $234,364.51 Payroll through 7/15/2014: $43,389.16 Budget Impact Attachment(s) General Disbursements and Payroll Action(s) Requested Staff recommends that the Falcon Heights City Council approve general disbursements and payroll. Meeting Date July 23, 2014 Agenda Item Consent F1 Attachment General Disbursements and Payroll Submitted By Roland Olson, Finance Director Families, Fields and Fair __________________________ REQUEST FOR COUNCIL ACTION The City That Soars! Item Approval of City Licenses Description The following individual has applied for a Mechanical License for 2014. Staff has received the necessary documents for licensure. 1. Ray N. Welter Heating Company 2. Sayler Heating & Air 3. Horwitz NS/I 4. ARI Mechanical Services, Inc. The following individual has applied for a Tree Trimming/Treating/Removal License for 2014. Staff has received the necessary documents for licensure. 1. Fran’s Tree Service Budget Impact Attachment(s) N/A Action(s) Requested Staff recommends that the Falcon Heights City Council approve the 2014 City License Applications. Meeting Date July 23, 2014 Agenda Item Consent F2 Attachment N/A Submitted By Michelle Tesser, Assistant to the City Administrator Families, Fields and Fair __________________________ REQUEST FOR COUNCIL ACTION The City That Soars! Item Approval of a Resolution authorizing the execution of an escrow agreement in connection with the advance refunding of the City’s lease revenue bonds (Kaleidoscope Charter School Project) Series 2007A. Description In 2007, the City issued conduit bond financing to KCS Building Company/Kaleidoscope Charter School. It is the desire of the School to refinance these bonds with the City they are currently located in-Otsego. They need permission from the City of Falcon Heights to move forward with this process. There are no financial negatives to the City of Falcon Heights in this process. It is the recommendation of the City’s Bond Counsel as well as staff that the City Council approve the resolution authorizing the execution of an escrow agreement in connection with the advance refunding of the City’s lease revenue bonds (Kaleidoscope Charter School Project) Series 2007A. Budget Impact N/A Attachment(s) -Resolution No. 14-13 -Escrow Agreement Action(s) Requested Staff recommends that the City Council approve Resolution No. 14-13, authorizing the execution of an escrow agreement in connection with the advance refunding of the City’s lease revenue bonds (Kaleidoscope Charter School Project) Series 2007A and authorizing the execution of any other related documents by the appropriate City Officials. Meeting Date July 23, 2014 Agenda Item Consent F3 Attachment -Resolution No. 14-13 -Escrow Agreement Submitted By Bart Fischer, City Administrator Families, Fields and Fair __________________________ CITY OF FALCON HEIGHTS COUNCIL RESOLUTION July 23, 2014 No. 14-13 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - RESOLUTION AUTHORIZING THE EXECUTION OF AN ESCROW AGREEMENT IN CONNECTION WITH THE ADVANCE REFUNDING OF THE CITY’S LEASE REVENUE BONDS (KALEIDOSCOPE CHARTER SCHOOL PROJECT) SERIES 2007A WHEREAS, at the request of KCS Building Company (the “Company”), the City of Falcon Heights, Minnesota (the “City”) issued its Lease Revenue Bonds (Kaleidoscope Charter School Project) Series 2007A (the “Series A Bonds”) in an aggregate amount not to exceed $8,110,000 and lent the proceeds thereof to the Company, in order to finance the acquisition, renovation, and equipping of an approximately 40,000 square foot public elementary schoolhouse, to be located at Kalland Avenue west of County Road 19 in the City of Otsego, Minnesota (“Otsego”) (the “Project”) to be owned by the Company and leased to Kaleidoscope Charter School, a Minnesota nonprofit corporation and an organization described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “School”); WHEREAS, the Company has requested of the City and of Otsego that the Series A Bonds be advance refunded on November 1, 2015 using proceeds of lease revenue bonds to be issued by Otsego (the “Otsego Bonds”) and amounts on deposit under the Indenture of Trust with respect to the Series A Bonds (the “Falcon Heights Indenture”); WHEREAS, in order to provide for the redemption of the Series A Bonds on November 1, 2015, it is necessary for the City to enter into an Escrow Agreement with the Company and Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), (the “Escrow Agreement”) and a form of the Escrow Agreement has been submitted to the City; and. WHEREAS, upon the issuance of the Otsego Bonds and the deposit of amounts pursuant to the Escrow Agreement, the Series A Bonds shall be defeased and the Falcon Heights Indenture shall be discharged by the trustee for the Series A Bonds. NOW, THEREFORE, the City Council of the City of Falcon Heights, Minnesota hereby resolves: 1.Consent to Issuance of Otsego Bonds. In accordance with Minnesota Statutes, Section 469.155, subd. 12, the City hereby consents to the issuance of the Otsego Bonds by Otsego for the purpose of refunding the Series A Bonds. 2.Approval and Execution of Escrow Agreement. The form of the Escrow Agreement is approved. The Escrow Agreement shall be executed in the name and on behalf of the City by the Mayor and the City Administrator, or executed or attested by other officers of the City, in substantially the form on file, but with all such changes therein, not inconsistent with the 6337631v1 Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof; and then shall be delivered to the Escrow Agent. Modifications to the form of the Escrow Agreement to which the City is not a party may be made at the discretion of the parties thereto. 3.Certificates, etc. The Mayor, City Administrator and other officers of the City are authorized and directed to prepare and furnish to bond counsel and the Escrow Agent, certified copies of all proceedings and records of the City relating to the Series A Bonds and the Escrow Agreement, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Adopted by the City Council of the City of Falcon Heights, Minnesota this 23rd day of July, 2014. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Moved by: Approved by: ________________________ Peter Lindstrom Mayor July 23, 2014 LINDSTROM ____ In Favor Attested by: ________________________ GOSLINE Bart Fischer HARRIS ____ Against City Administrator LONG July 23, 2014 MERCER-TAYLOR 6337631v1 2 ESCROW AGREEMENT by and between CITY OF FALCON HEIGHTS, MINNESOTA KCS BUILDING COMPANY and WELLS FARGO BANK, NATIONAL ASSOCIATION as Escrow Agent Dated as of September 1, 2014 Relating to City of Falcon Heights, Minnesota Lease Revenue Bonds, Series 2007A (Kaleidoscope Charter School Project) This instrument was drafted by: BRIGGS AND MORGAN (CJC) 2200 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402-2157 6337632v1 THIS ESCROW AGREEMENT, dated as of September 1, 2014, by and between the CITY OF FALCON HEIGHTS, MINNESOTA, a municipal corporation (the “Issuer”), KCS BUILDING COMPANY, a Minnesota nonprofit corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION in its capacity as trustee for the Prior Bonds (as hereafter defined) (the “Escrow Agent”): W I T N E S S E T H : WHEREAS, the Issuer previously issued its Lease Revenue Bonds, Series 2007A (Kaleidoscope Charter School Project) dated as of November 1, 2007 (the “Prior Bonds”) pursuant to that certain Indenture of Trust dated as of November 1, 2007 by and between the Issuer and Wells Fargo Bank, National Association (the “Original Indenture”). WHEREAS, the Borrower has requested that the City of Otsego, Minnesota issue its Charter School Lease Revenue Bonds (Kaleidoscope Charter School Project) Series 2014A (the “Refunding Bonds”) for the purpose of, among other things, refunding in advance of their maturities the outstanding Prior Bonds as hereinafter provided. WHEREAS, the Refunding Bonds are to be issued pursuant to that certain Indenture of Trust dated as of September 1, 2014 (the “Indenture”). WHEREAS, $__________ proceeds from the sale of the Refunding Bonds, and $__________ from the sinking funds held under the Original Indenture and $__________ held in the reserve fund under the Original Indenture are on hand or are being remitted to the Escrow Agent and are being used to establish a cash balance of $_______ and the remainder will be used to purchase certain Escrow Securities, as specified in this Escrow Agreement, which Escrow Securities will be held by the Escrow Agent and be set apart and irrevocably segregated in a special trust fund to provide for the discharge of the Prior Bonds as provided in this Escrow Agreement. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants set forth in this Escrow Agreement, the parties hereto agree as follows: Section 1. The Prior Bonds shall be called for optional redemption on November 1, 2015, and paid and redeemed at a redemption price of 100% of their principal amount. Escrow Agent agrees to pay the principal and interest on the Prior Bonds due on or before November 1, 2015. The Escrow Agent shall give proper notice of such redemption as provided in Article III of the Original Indenture and in the Notice of Redemption attached hereto as Exhibit A. Section 2. (a) There is hereby created and established with the Escrow Agent a special, segregated and irrevocable account designated the Escrow Fund to be held in trust by the Escrow Agent. (b) The Escrow Fund shall be invested in certain federal securities as described in Exhibit B hereto (in the aggregate the “Escrow Securities”), provided that such term may include any other securities acquired under section 12 of this Escrow Agreement. The Escrow Securities, together with the interest to be earned thereon and a beginning cash balance of $_____ shall be used to refund the Prior Bonds by the payment of the principal of, premium on, and interest on the Prior Bonds due on or before November 1, 2015. 6337632v1 1 (c) The Issuer and the Escrow Agent acknowledge receipt of a report, attached hereto as Exhibit C, of _______________, an independent accountant (the “Accountant”), to the effect that the uninvested amounts in the Escrow Fund and the Escrow Securities, together with the interest to be earned thereon, will be sufficient to refund the Prior Bonds by the payment of the principal of, premium on, and interest on the Prior Bonds when due (by reason of maturity or early redemption on or before November 1, 2015). Section 3. The deposits made pursuant to section 2 hereof constitute an irrevocable deposit held in trust for the benefit of the holders of the Prior Bonds, and the uninvested amounts in the Escrow Fund and the Escrow Securities, together with any income or interest earned thereon, shall be held in trust and shall be applied solely for the Prior Bonds in accordance with the provisions hereof and the Indenture. Section 4. Except as set forth in this Escrow Agreement, the Escrow Agent shall have no other power or duty to invest any moneys held pursuant to this Escrow Agreement or to make substitutions of the Escrow Securities held pursuant to this Escrow Agreement or to sell, transfer or otherwise dispose of the Escrow Securities acquired pursuant to this Escrow Agreement except to collect the proceeds thereof at maturity and the interest thereon. Section 5. The Escrow Agent hereby acknowledges that all other action has been taken that is necessary to deem the Outstanding Prior Bonds paid within the meaning of the Indenture. Section 6. (a) The Escrow Agent shall collect the matured principal of and the interest on the Escrow Securities as the same become due and payable. Without further direction from anyone, including the Issuer or the Borrower, the Escrow Agent shall apply available funds from the Escrow Fund for the payment of the principal of, premium on, and interest due on the Prior Bonds on or before November 1, 2015. (b) If any Prior Bond shall not be presented for payment when the principal thereof shall have become due, whether at maturity or upon redemption, and if moneys or Escrow Securities shall at such times be held by the Escrow Agent in trust for that purpose sufficient and available to pay the principal of and any premium on such Prior Bond (whether at maturity or upon redemption), it shall be the duty of the Escrow Agent to hold said moneys or Escrow Securities without liability to the holder of such Prior Bond for interest thereon subsequent to such date, in trust for the benefit of the holder of such Prior Bond, who shall thereafter be restricted exclusively to said moneys or Escrow Securities for any claim of whatever nature on the holder’s part on or with respect to said Prior Bond, including any claim for the payment thereof. All moneys or Escrow Securities required by the provisions hereof to be set aside or held in trust for the payment of the Prior Bonds and interest and premiums shall be applied to and used solely for the payment of the Prior Bonds and interest and any premium thereon with respect to which such moneys and Escrow Securities have been so set aside in trust. Section 7. The escrow created hereby shall be unconditional and irrevocable and the holders of the Prior Bonds shall have an express lien on all monies and Escrow Securities in the Escrow Fund until paid out, used and applied in accordance with this Escrow Agreement. This Escrow Agreement may, however, be amended for the purpose of: 6337632v1 2 (i) curing any ambiguity or formal defect or omission in this Escrow Agreement; (ii) granting to, or conferring upon, the Escrow Agent for the benefit of the holder or holders of the Prior Bonds any additional rights, remedies, powers or Issuer that may lawfully be granted to, or conferred upon, such holder or holders; (iii) providing additional funds, securities or properties under this Escrow Agreement; or (iv) (but only with the consent of the holders of all Prior Bonds) effecting any other modification of or supplement to this Escrow Agreement; upon submission to the Escrow Agent of each of the following: (a) a certified copy of proceedings of the Issuer approving and authorizing the amendment; (b) an opinion of Bond Counsel to the effect that the amendment (i) will not cause the interest on the Prior Bonds or the Refunding Bonds to become includable in the gross income of the owners thereof for federal income tax purposes; (b) will not violate the covenants in the Indenture relating to the Refunding Bonds not to cause the Prior Bonds or the Refunding Bonds, respectively, to become “arbitrage bonds” under Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations thereunder, or prohibited advance refunding bonds under Section 149(d) of the Code and the Treasury Regulations thereunder; and (iii) will not materially adversely affect the legal rights of the holders of the Prior Bonds; and (c) if the amendment affects the Escrow Fund, an opinion of a firm of independent certified public accountants or a firm that is an independent financial accountant acceptable to the Escrow Agent to the effect that after the amendment the Escrow Securities and the funds available or to be available for payment of the Prior Bonds remain sufficient to pay when due on the principal and interest on the Prior Bonds. Section 8. Separate and apart from any funds held by the Escrow Agent pursuant to this Escrow Agreement, the Borrower hereby agrees to pay the reasonable fees and expenses (including reasonable attorneys’ fees) of the Escrow Agent for its services hereunder. The Escrow Agent shall have no lien whatsoever upon, and hereby unconditionally and expressly waives any such lien or any claim against any of the monies or Escrow Securities in the Escrow Fund for the payment of said fees and expenses. Section 9. Except as provided herein, no reinvestment of any sums held by the Escrow Agent shall be permitted and any such amounts not needed to pay, when due, the principal of or interest due on the Prior Bonds on or before November 1, 2015, shall be held as cash by the Escrow Agent in the Escrow Fund. Section 10. On or before January 1 of each year, commencing January 1, 2015, the Escrow Agent shall submit to the Borrower a report covering all money it shall have received and all payments it shall have made or caused to be made pursuant to this Escrow Agreement 6337632v1 3 during the preceding twelve months. Such report shall also list all obligations held in the Escrow Fund and the amount of money contained therein as of the date of the report. Section 11. It is recognized that neither the Issuer nor the Borrower have title to, nor any other proprietary interest in, the Escrow Securities and moneys held in the Escrow Fund. It is further recognized that title to the Escrow Securities and moneys held in the Escrow Fund from time to time shall always be subject to the prior charge and lien thereon of this Escrow Agreement and the use thereof required to be made by the provisions of this Escrow Agreement. The Escrow Agent shall hold all such money and obligations in a special trust account separate and apart from all other funds and securities of the Escrow Agent as provided in this Escrow Agreement, and shall never commingle such money or securities with any other money or securities. For purposes of the foregoing sentence, it shall be sufficient, as to funds and securities held at the Chicago Federal Reserve Bank, for the Escrow Agent to earmark the same and segregate them on its books and records. It is understood and agreed that the responsibility of the Escrow Agent under this Escrow Agreement, with respect to such funds held in the Escrow Fund, is limited to the safekeeping and segregation of the money and securities deposited in the Escrow Fund, the collection of and accounting for the principal and interest payable with respect thereto, the application of money in the Escrow Fund as herein provided and Investment Action under Section 12 hereof. Section 12. The Escrow Agent, shall liquidate and/or reinvest proceeds of Escrow Securities in direct non-callable United States obligations or non-callable obligations unconditionally guaranteed by the United States government (collectively, “Investment Action”), upon receipt by the Escrow Agent of each of the following: (i) an opinion of Bond Counsel to the effect that the Investment Action (A) will not cause the interest on the Refunding Bonds or the Prior Bonds to become includable in the gross income of the owners thereof for Federal income tax purposes; (B) will not violate the covenants in the Indenture relating to the Refunding Bonds not to cause the Prior Bonds or the Refunding Bonds, respectively, to become “arbitrage bonds” under Section 148 of the Code, and Treasury Regulations thereunder, or prohibited advance refunding bonds under Section 149(d) of the Code and the Treasury Regulations thereunder; and (C) will not materially adversely affect the legal rights of the holders of the Prior Bonds; and (ii) an opinion of a firm of independent certified public accountants acceptable to the Escrow Agent to the effect that after the Investment Action the Escrow Securities and the funds available or to be available for payment of the Prior Bonds and interest thereon will remain sufficient to pay when due or called for redemption, as the case may be, all principal of and interest on the Prior Bonds; provided that no such opinions shall be required with respect to the reinvestment of receipts from Escrow Securities so long as the new investments mature on or before the next succeeding interest payment date on the Prior Bonds. Section 13. The Escrow Agent shall not be responsible for any recital in this Escrow Agreement other than recitals as to the Escrow Agent. As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Escrow 6337632v1 4 Agent shall be entitled to rely upon a certificate signed on behalf of the Borrower or Issuer by officers thereof as sufficient evidence of the facts therein contained. The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for negligence on its part in the performance of such duties and obligations as are specifically set forth herein and therein, and no implied covenants or obligations shall be read into this Escrow Agreement against the Escrow Agent. Section 14. This Escrow Agreement shall terminate when all payments required under this Escrow Agreement to be made to the holders of the Prior Bonds have been made in accordance with the provisions of this Escrow Agreement and the Indenture. Any monies held in the Escrow Fund upon termination hereof shall (after deduction for any fees and expenses then owed to the Escrow Agent for its services under the provisions hereof) be transmitted by the Escrow Agent to the Borrower. Section 15. This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. This Escrow Agreement shall be governed by the laws of the State of Minnesota. Section 16. The Issuer acknowledges that regulations of the Comptroller of the Currency grant the Issuer the right to receive brokerage confirmations of the security transactions as they occur. The Issuer specifically waives such notification to the extent permitted by law and will receive periodic cash transaction statements that will detail all investment transactions. Section 17. This Escrow Agreement shall be binding upon and shall inure to the benefit of the Issuer, the Escrow Agent and their respective successors and assigns. In addition, this Escrow Agreement shall constitute a third party beneficiary contract for the benefit of the holders of the Prior Bonds. Such third party beneficiaries shall be entitled to enforce performance and observance by the Issuer and the Escrow Agent of the respective agreements and covenants contained in this Escrow Agreement as fully and completely as if such third party beneficiaries were parties hereto. Any corporation into which the Escrow Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which it shall be a party or any corporation to which it may sell or transfer all or substantially all of its corporate trust business shall be a successor escrow agent without the execution of any document or the performance of any further act. Except as provided above in Section 7, all of the rights, powers, duties and obligations of the Escrow Agent hereunder shall not be subject to amendment by the Escrow Agent and shall be binding on any successor to the Escrow Agent during the term of this Agreement. Except as provided above in Section 7, all of the rights, powers, duties and obligations of the Issuer under this Escrow Agreement shall not be subject to amendment by the Issuer or the Borrower and shall be binding on any successor to the Issuer or the Borrower during the term of this Agreement. All capitalized terms used but not defined in this Escrow Agreement shall have the meaning given them in the Indenture. 6337632v1 5 IN WITNESS WHEREOF, the parties hereto have each caused this Escrow Agreement to be executed by their duly authorized officers as of the date first above written. CITY OF FALCON HEIGHTS, MINNESOTA By ____________________________________ Its Mayor By ____________________________________ Its Administrator This is a signature page to the Escrow Agreement by and between Wells Fargo Bank, National Association, the City of Falcon Heights, Minnesota, and KCS Building Company. 6337632v1 S-1 WELLS FARGO BANK, NATIONAL ASSOCIATION By ____________________________________ Its ____________________________________ This is a signature page to the Escrow Agreement by and between Wells Fargo Bank, National Association, the City of Falcon Heights, Minnesota, and KCS Building Company. 6337632v1 S-2 KCS BUILDING COMPANY By ____________________________________ Its ______________________________ This is a signature page to the Escrow Agreement by and between Wells Fargo Bank, National Association, the City of Falcon Heights, Minnesota, and KCS Building Company. 6337632v1 S-3 EXHIBIT A NOTICE OF REDEMPTION AND PREPAYMENT TO THE HOLDERS OF City of Falcon Heights, Minnesota Lease Revenue Bonds, Series 2007A (Kaleidoscope Charter School Project) NOTICE IS HEREBY GIVEN, pursuant to the provisions of the Indenture of Trust dated as of November 1, 2007, by and between the City of Falcon Heights, Minnesota and Wells Fargo Bank, National Association, that the principal amount of all of the above-referenced bonds maturing 2016 and thereafter, in the aggregate principal amount of $7,755,000 (the “Bonds”) will be prepaid and redeemed on November 1, 2015 (the “Redemption Date”) at a price of 100% of the principal amount (the “Redemption Price”) together with interest accrued to the Redemption Date. Payment of the Redemption Price on the Bonds will become due and payable on each of the Bonds on the Redemption Date upon presentation and surrender to Wells Fargo Bank, National Association (the “Paying Agent”) at the following addresses: If By Hand: If By Mail: It is suggested that the Bonds be mailed using registered insured mail since the method of delivery to the Trustee is at the option and risk of the holder of the Bonds. If payment of the Redemption Price is to be made to the registered owner of the Bond, you are not required to endorse the Bond to collect the Redemption Price. Interest on the principal amount of Bonds to be redeemed shall cease to accrue from and after the Redemption Date. By WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee 6337632v1 A-1 EXHIBIT B ESCROW SECURITIES 6337632v1 B-1 EXHIBIT C Accountant’s Report 6337632v1 C-1 REQUEST FOR COUNCIL ACTION The City That Soars! Item Approval for City Hall Carpet Description Over the years, the carpet in City Hall has begun to show wear and stains. The carpet has been professionally cleaned a number of times to no avail. It is the recommendation of staff to replace the carpet in City Hall for the J.O. Thompson estimate of $14,884.05. Budget Impact This project will be funded from Fund 403-Parks/Recreation/Public Facilities Capital Improvements Attachment(s) 2 Contractor Estimates Action(s) Requested Staff recommends the City Council approve the estimate from J.O. Thompson, Inc. for the replacement of the carpet in City Hall and authorize the Mayor and/or City Staff to execute all documents related to the project. Meeting Date July 23, 2014 Agenda Item Consent F4 Attachment 2 Contractor Estimates Submitted By Bart Fischer, City Administrator Families, Fields and Fair __________________________ REQUEST FOR COUNCIL ACTION The City That Soars! Item Approval of a Joint Power Agreement (JPA) with the St Paul Port Authority (SPPA) for the administration and implementation of a Property Assessed Clean Energy (PACE) Program. Description At the April City Council Workshop, Jeremy Kallin presented information on the St. Paul Port Authority’s (SPPA) Property Assessed Clean Energy Program (PACE) and how the City could partner with the SPPA for implementation of the program in Falcon Heights. In addition, the Council discussed moving forward with a JPA with the SPPA at the May 7th Workshop and directed staff to bring this forward at a future meeting. Attached is a Draft JPA with the SPPA for implementation and administration of a PACE program in the City of Falcon Heights. The City Attorney has reviewed the document as well. It is staff’s recommendation that the City Council adopt the attached Resolution No. 14-14 approving the Draft JPA with the SPPA for implementation and administration of a PACE program in Falcon Heights. Budget Impact N/A-The SPPA will run this program on behalf of the City. Attachment(s) -Draft-PACE Joint Power Agreement-Falcon Heights & St Paul Port Authority -Resolution No. 14-14 Action(s) Requested Staff recommends that the City Council adopt the attached Resolution No. 14-14 approving a Draft-Joint Powers Agreement with the St Paul Port Authority for implementation and administration of a PACE program in Falcon Heights and authorize the execution of any related documents by the appropriate City Officials. Meeting Date July 23, 2014 Agenda Item Consent F5 Attachment -Draft-PACE Joint Power Agreement- Falcon Heights & St Paul Port Authority -Resolution No. 14-14 Submitted By Bart Fischer, City Administrator Families, Fields and Fair __________________________ Port Authority of the City of Saint Paul Property Assessed Clean Energy Program (PACE OF MN) JOINT POWERS AGREEMENT Saint Paul Port Authority 850 Lawson Commons 380 St. Peter Street Saint Paul, MN 55102 (651) 224-5686 (651) 223-5198 (fax) www.sppa.com REV 10/21/2013 9840817v6 JOINT POWERS AGREEMENT This Agreement, made and entered into as of the 18th day of June, 2014, by and between the Port Authority of the City of Saint Paul (the “Port Authority”), a body corporate and politic, and the City of Falcon Heights, Minnesota, a municipal corporation (the “City”), provides as follows: WHEREAS, the Port Authority has been engaged in governmental programs for providing financing in the City of Saint Paul and in other areas of the State of Minnesota (the “State”) by making loans evidenced by various financing leases and loan agreements, and in the process of operating these programs the Port Authority has developed a high degree of financial expertise and strength; and WHEREAS, Minnesota Statutes, Sections 216C.435 and 216C.436 and Chapter 429 (the “Act”) authorize the City to provide for the financing of the acquisition and construction or installation of energy efficiency and conservation improvements (the “Improvements”) on properties located within the boundaries of the City through the use of special assessments; and WHEREAS, the Act authorizes the City to designate a local government unit other than the City to implement the program under the Act on behalf of the City; and WHEREAS, the City has identified one or more projects within the boundaries of the City that will result in Improvements in need of financing, and has adopted Resolution No. 14-14 to designate the Port Authority to implement and administer a program on behalf of the City to finance such Improvements; and WHEREAS, the Port Authority has created a program under the Act known as the Property Assessed Clean Energy Program (“PACE OF MN”) for purposes of implementing and administering the activities described in the Act, and the Port Authority is willing to implement and administer that program on behalf of the City as requested herein; and WHEREAS, the City has expressed a desire to make energy improvement financing programs of the kind managed by the Port Authority available for improvements of eligible properties within its boundaries, including but not limited to the Energy Savings Partnership, Trillion BTU (within the portion of the City served by Xcel Energy) and PACE OF MN, and a joint powers agreement is required between the City and the Port Authority PACE OF MN program; and WHEREAS, the Improvements will serve citizens of the City of Saint Paul and the City, as well as Ramsey County and the State of Minnesota. NOW THEREFORE, in consideration of the mutual covenants herein made, the parties to this Agreement hereby agree as follows: 9840817v6 1. The Port Authority shall exercise the powers of the Act on behalf of the City by utilizing to provide financing for Improvements located within the boundaries of the City. Except as otherwise provided in this Joint Powers Agreement, the Port Authority shall be solely responsible for the implementation and administration of PACE OF MN and the financing of the Improvements. 2. In connection with its implementation and administration of PACE OF MN, and its financing of the Improvements located within the boundaries of the City, it is anticipated that the Port Authority will enter into various agreements with persons wishing to obtain financing for Improvements located within the boundaries of the City as well as with sources of financing for such Improvements (collectively the “Program Documents”). 3. The Port Authority will charge a fee for its implementation and administration of PACE OF MN, which fee will be described in, and payable under, the Program Documents. 4. The Port Authority will have the sole duty and responsibility to comply with or enforce covenants and agreements contained in the Program Documents. This power shall specifically include the responsibility for monitoring and enforcing compliance with the provisions of the Program Documents. 5. The source of funds to finance the Improvements shall be a taxable special assessment revenue bond(s) (the “Bond(s)”) issued by the Port Authority in favor of a designated lending institution (the “Lender”), pursuant to which the Lender will advance funds under the Program Documents. 6. The Bond(s) shall be a special/limited obligation of the Port Authority, payable solely from special assessments levied by the City as provided herein. The Bond(s) and interest thereon shall neither constitute nor give rise to a general indebtedness or pecuniary liability, or a general or moral obligation, or a pledge or loan of credit of the Port Authority, the City, the City of Saint Paul or the State of Minnesota, within the meaning of any constitutional or statutory provision. To that end, the Port Authority hereby agrees to indemnify and hold harmless the City from and against any claims or losses arising out of the failure of the Port Authority to provide for the payment of principal of, and the interest or any premium on the Bond(s), from special assessment payments actually paid to the Port Authority by the City. This indemnity shall not, however, be construed to relate to any claims or losses which might arise by virtue of the exercise, by the City, of its governmental powers in connection with the Project, or by virtue of the failure of the City to levy and collect special assessments with respect to the Improvements or promptly remit such special assessment payments to the Port Authority as provided in the Program Documents. 7. As and for its contribution to the financing of the Improvements, and as provided in the Act, the City shall impose and collect special assessments necessary to pay debt service on that portion of the Bond(s) attributable to the Improvements located within the boundaries of the City. Evidence that the City has imposed such special assessments is a precondition to the Port Authority’s obligation to provide financing to any Improvements located within the boundaries of the City. Joint Powers Agreement 9840817v6 3 8. Once the City has imposed special assessments to finance Improvements located within the boundaries of the City, the City shall collect and transfer all collections of the assessments upon receipt to the Port Authority for application to the payment of the applicable Bond(s). The City will take all actions permitted by law to recover the assessments, including without limitation, reinstating the outstanding balance of assessments when the land returns to private ownership, in accordance with Minn. Stat. Section 429.071, Subd. 4. The City acknowledges that the Lender is a third-party beneficiary of the City’s covenants herein with respect to the imposition, collection and transfer of special assessments described herein. 9. Unless otherwise provided by concurrent action of the Port Authority and the City, this Agreement shall terminate upon the retirement or defeasance of all Bond(s), and this Agreement may not be terminated in advance of such retirement or defeasance. 10. This Agreement may be amended by the Port Authority and the City, at any time, by an instrument executed by both of them. No amendment hereof may be entered into by the Port Authority or the City, however, if the effect of such amendment would impair the rights of the holder of the Bond(s), unless such holder has consented to such amendment. 11. This Agreement may be executed in any number of counterparts, each of which when taken together shall constitute a single agreement. [Remainder of page intentionally left blank] Joint Powers Agreement 9840817v6 4 IN WITNESS WHEREOF, the Port Authority and the City have caused this Agreement to be executed on their behalf, by their duly authorized officers, as of the day and year first above written. PORT AUTHORITY OF THE CITY OF SAINT PAUL By: Its: President By: Its: Chief Financial Officer CITY OF FALCON HEIGHTS, MINNESOTA B y: Its: B y: Its: A-1 9840817v6 CITY OF FALCON HEIGHTS COUNCIL RESOLUTION March 26, 2013 No. 14-14 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - RESOLUTION DESIGNATING THE PORT AUTHORITY TO IMPLEMENT AND ADMINISTER A PROJECT ASSESSED CLEAN ENERGY IMPROVEMENT FINANCING ON BEHALF OF THE CITY, AND PROVIDING FOR THE IMPOSITION OF SPECIAL ASSESSMENTS AS NEEDED IN CONNECTION WITH THAT PROGRAM BE IT RESOLVED by the City Council of the City of Falcon Heights (the “City”), as follows: 1.The Port Authority of the City of Saint Paul (the “Port Authority”) has established the Property Assessed Clean Energy Program (“PACE OF MN”) to finance the acquisition and construction or installation of energy efficiency and conservation improvements (the “Improvements”), on properties located throughout the State of Minnesota through the use of special assessments pursuant to Minnesota Statutes Sections 216C.435 and 216C.436 and Chapter 429 (the “Act”). 2.The City has received and approved one or more applications and petitions for Special Assessments from owners of property located in the City desiring to participate in and receive financing pursuant to the Act. 3.In order to finance the Improvements, the City hereby determines that it is beneficial to participate in PACE OF MN, and to designate the Port Authority as the implementor and administrator of that program on behalf of the City for purposes of financing Improvements located within the City. 4.The City understands that the Port Authority will issue its PACE OF MN special assessment revenue bond(s) to finance the Improvements, and that the sole security for the bond(s) will be special assessments imposed by the other cities participating in PACE OF MN. 5.To facilitate and encourage the financing of Improvements located within the City, the City covenants to levy assessments for said Improvements on the property so benefitted, in accordance with the Application and Petition for Special Assessments received from the owner(s) of the Property and approved by the Port Authority. The interest rate on the Special Assessments shall be the interest rate on the Bond(s), plus _____%. 6.After imposition of the special assessments, the City shall collect such assessments and remit them to the Port Authority for use in the repayment of the Bond(s). The City will take all actions permitted by law to recover the assessments, including without limitation, reinstating the outstanding balance of assessments when the land returns to private ownership, in accordance with Minn. Stat. Section 429.071, Subd. 4. 7.The Mayor and City Clerk are authorized to execute on behalf of the City, any documents, certificates or agreements necessary to implement the program authorized by this resolution. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Moved by: Approved by: ________________________ Peter Lindstrom, Mayor July 23, 2014 LINDSTROM ____ In Favor Attested by: ________________________ GOSLINE Bart Fischer HARRIS ____ Against City Administrator LONG July 23, 2014 MERCER-TAYLOR REQUEST FOR COUNCIL ACTION The City That Soars! Item Approval of a Professional Services Agreement with WSB & Associates, Inc. for Planning Services. Description With the upcoming retirement of Deb Jones, Council has previously approved the hiring of Chelsea Petersen as the new Community Development Coordinator. A planning consultant was also discussed to assist on large projects that the Zoning and Planning Director would have previously handled with the assistance of the City Attorney. By hiring a planning consultant, the City will reduce the reliance on attorney assistance, and therefore reduce legal fees. Multiple consultants were interviewed, and staff recommends hiring WSB & Associates to be the City’s planning consultant. Budget Impact Funds for a Planning Consultant have been accounted for in the 2014 budget. Attachment(s) Professional Services Agreement Action(s) Requested Staff recommends that the City Council approve the Professional Services Agreement to provide Planning Services with WSB & Associates, Inc. Meeting Date July 23, 2014 Agenda Item Consent F6 Attachment Professional Services Agreement Submitted By Bart Fischer, City Administrator Chelsea Petersen, Community Development Coordinator Families, Fields and Fair __________________________ Professional Services Agreement Page 1 of 1 K:\Personal\Kelsey Johnson\Proposals\Falcon Heights\PSA.doc WSB & ASSOCIATES, INC. PROFESSIONAL SERVICES AGREEMENT This Agreement is made as of the day of , 20 , by and between Falcon Heights, Minnesota, hereinafter referred to as Client, and WSB & Associates, Inc., hereinafter referred to as Consultant, with offices located at 701 Xenia Avenue South, Suite 300, Minneapolis, Minnesota 55416. Witnesseth, that the Client and Consultant, for the consideration herein named, agree as follows: SECTION 1 / GENERAL CONTRACT PROVISIONS These provisions shall be as set forth in Exhibit A. SECTION 2 / SCOPE OF WORK The scope of work to be performed by Consultant is set forth in Exhibit C. The work and services to be performed hereunder and described in Exhibit C shall be referred to herein and in the General Contract Provisions as the Project. SECTION 3 / COMPENSATION Compensation to Consultant for services described in this agreement shall be as designated in the attached Exhibit D and as hereinafter described. SECTION 4 / WORK SCHEDULE The anticipated schedule is set forth in Exhibit C. SECTION 5 / EXHIBITS The following initialed Exhibits are attached to and made a part of this Agreement (check all that apply): X Exhibit A General Contract Provisions X Exhibit B Client Responsibilities X Exhibit C Scope of Work X Exhibit D Compensation Exhibit E Insurance Schedule X Exhibit F Fee Schedule SECTION 6 / ACCEPTANCE OF AGREEMENT All work and services described in this agreement shall be performed by Consultant only after written acceptance of the Client. The undersigned hereby accept the terms and conditions of this agreement and Consultant is hereby authorized to perform the services described herein. CLIENT: CITY OF FALCON HEIGHTS ADDRESS: 2077 LARPENTEUR AVENUE WEST FALCON HEIGHTS, MN 55113 BY: SIGNATURE: TITLE: BY: SIGNATURE: TITLE: CONSULTANT: WSB & ASSOCIATES, INC. ADDRESS: 701 XENIA AVENUE SOUTH SUITE 300 MINNEAPOLIS, MN 55416 BY: SIGNATURE: TITLE: BY: SIGNATURE: TITLE: Exhibit A – General Contract Provisions Page 1 of 3 WSB & ASSOCIATES, INC. EXHIBIT A GENERAL CONTRACT PROVISIONS ARTICLE 1 – GENERAL These general contract provisions are incorporated in and become a part of the Agreement between WSB & Associates, Inc. (hereinafter referred to as Consultant) and the other party to the Agreement (Client) for the provision of Planning and Related services, as set out in the Agreement to which this letter is attached. Either party may be hereinafter referred to as party or, collectively, parties. The starting date will commence when authorized by the Client. As used herein the term “Agreement” means: (1) The agreement for Planning and Related services; (2) These general contract provisions; (3) The attached exhibits; and (4) The supplemental agreement(s), where applicable. The attached exhibits shall govern over these General Contract Provisions and the Supplemental Agreement(s), where applicable, shall govern over attached exhibits and these general provisions. The Agreement constitutes the entire understanding between the Consultant and Client. The Agreement supersedes all prior written or oral understanding and may only be amended, supplemented, modified or cancelled by a duly executed written instrument. ARTICLE 2 – STANDARD OF CARE The standard of care for all professional consulting and related services performed or furnished by Consultant under this Agreement will be the care and skill ordinarily used by members of Consultant’s profession practicing under similar circumstances at the same time and in the same locality. Consultant shall adhere to the standard of care in rendering the services hereunder. Except as otherwise provided herein, Consultant makes no warranties, express or implied, under this Agreement or otherwise, in connection with its services. ARTICLE 3 – ADDITIONAL SERVICES If Client requests any services that are beyond the scope as set forth in the Agreement or that, due to changed conditions or changes in the method or manner of administration of the Project, the Consultant’s effort required to perform its services under this Agreement exceeds the estimate which formed the basis for the Consultant’s compensation, Consultant shall promptly notify the Client of that fact. Upon notification, Consultant shall be entitled to additional compensation for same, and an extension of time for completion of work absent written objection by Client. ARTICLE 4 – REPRESENTATIONS AND WARRANTIES OF CONSULTANT Consultant represents and warrants to Client that: (1) The timeline set forth in the scope of work is, assuming timely cooperation by Client, reasonable and sufficient to complete the scope of work as set forth in such timeline. Consultant will use its best efforts to perform consistent with the timeline. (2) Consultant will provide professional personnel with the credentials, background and experience to complete the scope of work consistent with the standard of care. The project manager will be Breanne Rothstein, or such other employee of Consultant as is reasonably acceptable to Client. (3) Consultant will comply with all applicable laws and regulations in performing the services hereunder and will complete the draft small area plan included in the scope of work consistent with any requirements of the Albert Lea Housing and Redevelopment Authority. ARTICLE 5 – Intentionally Deleted ARTICLE 6 – OPINIONS OF PROBABLE COST Opinions, if any, of probable cost, construction cost, financial evaluations, feasibility studies, economic analyses of alternate solutions and utilitarian considerations of operations and maintenance costs provided for are made or to be made on the basis of the Consultant’s experience and qualifications and represent the Consultant’s best judgment as an experienced and qualified professional design firm. The parties acknowledge, however, that the Consultant does not have control over the cost of labor, material, equipment or services furnished by others or over market conditions or contractor’s methods of determining their prices, and any evaluation of any facility to be constructed or acquired, or work of necessity must be speculative until completion of construction or acquisition. Accordingly, the Consultant does not guarantee that proposals, bids or actual costs will not vary from opinions, evaluations or studies submitted by the Consultant and assumes no responsibility for the accuracy of opinions of Probable Construction Costs. If Client wishes greater assurance as to probable Construction Cost, Client shall employ an independent cost estimator as part of its Project responsibilities. Exhibit A – General Contract Provisions Page 2 of 3 ARTICLE 7 – REUSE AND DISPOSITION OF INSTRUMENTS OF SERVICE All documents including Plans and Specifications, reports drawings, CADD material and other work product prepared or furnished by CONSULTANT (and CONSULTANT'S independent professional associates and consultants) pursuant to this Agreement are instruments of service in respect of the Project and the CLIENT will be provided with information and reference in connection with the use and occupancy of the Project by CLIENT and others; however, such documents are not intended or represented to be suitable for reuse by CLIENT or others on extensions of the Project or on any other project. Any reuse without written verification or adaptation by CONSULTANT for the specific purpose intended will be at CLIENT'S sole risk. If the CLIENT or CONSULTANT terminates this Agreement, copies of all files, records, and drawings in CONSULTANT’S possession relating to service performance for CLIENT shall be turned over to CLIENT without cost to CLIENT. ARTICLE 8 – PAYMENTS Payment to Consultant shall be on a lump sum or hourly basis as set out in the Agreement. Consultant is entitled to payment of amounts due plus reimbursable expenses. Client will pay the balance stated on the invoice unless Client notifies Consultant in writing of any disputed items within 15 days from the date of invoice. In the event of any dispute, Client will pay all undisputed amounts in the ordinary course, and the Parties will endeavor to resolve all disputed items. All accounts unpaid after 30 days from the date of original invoice shall be subject to a service charge of 1-1/2% per month, or the maximum amount authorized by law, whichever is less. The prevailing party shall be entitled to recover all reasonable costs and disbursements, including reasonable attorneys’ fees, incurred in connection with a dispute concerning the amounts owed by Client. In addition, Consultant may, after giving seven days’ written notice to Client, suspend services under this Agreement until it receives full payment for all amounts then due for services, expenses and charges. ARTICLE 9 – HAZARDOUS MATERIALS Notwithstanding the Scope of Services to be provided pursuant to this Agreement, it is understood and agreed that Consultant is not a user, handler, generator, operator, treater, storer, transporter or disposer of hazardous or toxic substances, pollutants or contaminants as any of the foregoing items are defined by Federal, State and/or local law, rules or regulations, now existing or hereafter amended, and which may be found or identified on any Project which is undertaken by Consultant. . ARTICLE 10 – INSURANCE CONSULTANT shall secure and maintain such insurance as will protect CONSULTANT from claims under the Worker's Compensation Acts, automobile liability, and from claims for bodily injury, death, or property damage which may arise from the performance of services under this Agreement. Such insurance shall be written for amounts not less than: Commercial General Liability $2,000,000 each occurrence/aggregate Automobile Liability $2,000,000 combined single limit Excess/Umbrella Liability $2,000,000 each occurrence/aggregate The CLIENT shall be named as an additional insured on the general liability and umbrella policies on a primary and non-contributory basis. That part of the Excess/Umbrella Liability Insurance limit in excess of the required Excess/Umbrella coverage may be utilized to supplement and meet the required limits for Commercial General and Automobile Liability Insurance. The CONSULTANT shall secure and maintain a professional liability insurance policy. The policy shall insure payment of damages for legal liability arising out of the performance of professional services for the CLIENT, in the insured's capacity as CONSULTANT, if such legal liability is caused by a negligent act, error or omission of the insured. Changes to Chapter 257 of Mn LawSaid policy shall provide minimum limits of $1,000,000 with a deductible maximum of $50,000 unless the CLIENT agrees to a high deductible. Before commencing work the CONSULTANT shall provide the CLIENT a certificate of insurance evidencing the required insurance coverage in a form acceptable to CLIENT. limits. ARTICLE 11 – TERMINATION This Agreement may be terminated by either party upon thirty days’ written notice without cause. In the event of termination, copies of plans, reports, specifications, electronic drawing/data files (CADD), field data, notes, and other documents whether written, printed or recorded on any medium whatsoever, finished or unfinished, prepared by the Consultant pursuant to this Agreement and pertaining to the work or to the Project, (hereinafter “Instruments of Service”), shall be made available to the Client pursuant to Article 7. All provisions of this Agreement allocating responsibility or liability between the Client and Consultant shall survive the completion of the services hereunder and/or the termination of this Agreement. Exhibit A – General Contract Provisions Page 3 of 3 ARTICLE 12 – INDEMNIFICATION The Consultant agrees, to the fullest extent permitted by law, to indemnify and hold the Client harmless from any damage, liability or cost (including reasonable attorneys’ fees and costs of defense) to the extent caused by the Consultant’s negligent acts, errors or omissions in the performance of professional services under this Agreement. See changes to Chapter 257 in Mn Laws effective August 1. ARTICLE 13 – ASSIGNMENT Neither Party to this Agreement shall assign its interest in this agreement, any proceeds due under the Agreement nor any claims that may arise from services or payments due under the Agreement without the written consent of the other Party. Any assignment in violation of this provision shall be null and void. ARTICLE 14 – CONTROLLING LAW This Agreement is to be governed by the laws of the State of Minnesota. ARTICLE 15 – CONFLICT RESOLUTION In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project, the Client and Consultant agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation as a precondition to any formal legal proceedings. ARTICLE 17 – DATA PRACTICES COMPLIANCE Consultant will have access to data collected or maintained by the Client to the extent necessary to perform Consultant’s obligation under this contract. Consultant acknowledges that, pursuant to Minn. Stat. § 13.05, subdivision 11, all of the data created, collected, received, stored, used, maintained or disseminated by Contract in performing the contract are subject to the requirements of the Minnesota Government Data Practices Act (the Act), Minnesota Statutes chapter 13. Consultant is required to comply with the requirements of the Act as if it were a government entity. Consultant acknowledges that the remedies provided in Minn. Stat. § 13.08 apply to Consultant with respect to such data. Consultant will notify the Client of all requests for data that Consultant receives. Consultant agrees to defend and indemnify the Client from any claim, liability, or damage that result from Consultant’s violation of the Act or this section of the contract. Upon termination of this contract, Consultant agrees to return data to the Client as requested by the Client. The obligations of this section of the contract, including the obligation to defend and indemnify the Client, shall survive the termination of this Contract and shall continue so long as the data exists. Exhibit B – Client Responsibilities Page 1 of 2 K:\Personal\Kelsey Johnson\Proposals\Falcon Heights\Exh B - Client Responsibilities.doc WSB & ASSOCIATES, INC. EXHIBIT B CLIENT RESPONSIBILITIES The Client’s responsibilities related to the services to be provided by Consultant are generally as set out below. These responsibilities can be modified through Supplemental Agreements. In order to permit the Consultant to perform the services required under this Agreement, the Client shall, in proper time and sequence and where appropriate to the Project, at no expense to the Consultant: 1. Provide available information as to its requirements for the Project, including copies of any design and construction standards and comprehensive plans which the Client desires Consultant to follow or incorporate into its work. 2. Guarantee access to and make all provisions for the Consultant to enter upon public and private lands to enable the Consultant to perform its work under this Agreement. 3. Provide such legal, accounting and insurance counseling services as may be required for this Project. 4. Notify the Consultant whenever the Client observes or otherwise becomes aware of any defect in the Project construction or design. 5. Designate a Client Representative with authority to transmit and receive instructions and information, interpret and define the Client’s policies with respect to services rendered by the Consultant, and authority to make decisions as required for Consultant to complete services required under this Agreement. 6. Act promptly to approve all pay requests, Supplemental Agreements, or request for information by Consultant as set out below. 7. Furnish data (and professional interpretations thereof) prepared by or services performed by others, including where applicable, but not limited to, previous reports, core borings, sub-surface explorations, hydrographic and hydrogeologic surveys, laboratory tests and inspection of samples, materials and equipment; appropriate professional interpretations of the foregoing data; environmental assessment and impact statements; property, boundary, easement, right-of-way, topographic and utility surveys; property description; zoning, deed and other land use restrictions; and other special data. 8. Review all reports, sketches, drawings, specifications and other documents prepared and presented by the Consultant, obtain advice of legal, accounting and insurance counselors or others as Client deems necessary for such examinations and render in writing decisions pertaining thereto. Exhibit B – Client Responsibilities Page 2 of 2 K:\Personal\Kelsey Johnson\Proposals\Falcon Heights\Exh B - Client Responsibilities.doc 9. Provide the foregoing in a manner sufficiently timely so as not to delay the performance by the Consultant of the services in accordance with the Contract Documents. 10. Consultant shall be entitled to rely on the accuracy and completeness of information or services furnished by the Client or others employed by the Client. Consultant shall endeavor to verify the information provided and shall promptly notify the Client if the Consultant discovers that any information or services furnished by the Client is in error or is inadequate for its purpose. 11. Client shall bear all costs incidental to compliance with the requirements of this article. WSB & ASSOCIATES, INC. EXHIBIT C SCOPE OF WORK Exhibit C – Scope of Work Page 1 of 2 K:\Personal\Kelsey Johnson\Proposals\Falcon Heights\Exh C - General Svcs Scope.doc GENERAL SCOPE OF SERVICES C.1 GENERAL SCOPE OF SERVICES AS CITY CONSULTANT Subject to further clarification and refinement on a project-by-project basis, the Consultant shall in proper time and sequence perform the following duties: C.1.1 Answer questions from the public and outside agencies, as needed, related, but not limited to: subdivisions, zoning, and signs; C.1.2 Review building permits for zoning compliance; C.1.3 Participate in internal and external meetings involving planning questions and issues; C.1.4 Assist property owners and developers with applications related to zoning and development review by the City (e.g. providing maps, documents on file, etc.); C.1.5 Coordinate with City Staff to review applications for completeness (within 15 days of submittal) and provide required notification to MnDNR, MnDOT, County, City departments, and adjacent properties as required, including, but not limited to: conditional use permits, variances, zoning permits, sign permits (as needed to support current City Staff), subdivisions, and historic district design reviews. C.1.6 Prepare staff reports, presentations, associated maps and documents on land use applications; C.1.7 Assist in the preparation of legal notices for land use applications; C.1.8 Prepare correspondence regarding 60-day law requirements as needed; C.1.9 Attend and make presentations as needed to the Planning Commission and City Council at meetings where planning actions are being considered; C.1.10 Act, as needed, as a City liaison and representative with other communities and county, state, and federal agencies in areas of planning responsibility; C.1.11 Advise the City in a proactive manner of issues, opportunities, or trends that may require updates to ordinances, policies, plans, or procedures; C.1.12 Write and/or update the City’s Comprehensive Plan, Zoning Ordinances, WSB & ASSOCIATES, INC. EXHIBIT C SCOPE OF WORK Exhibit C – Scope of Work Page 2 of 2 K:\Personal\Kelsey Johnson\Proposals\Falcon Heights\Exh C - General Svcs Scope.doc Subdivision Regulations, and other City codes and policies as requested; C.1.13 Suggest the need for updates to land use, zoning and other maps and records; C.1.14 Provide Code Enforcement services as needed, including, but not limited to, field inspections and correspondence with property owners; C.1.15 Assist in the analysis of requests for street or easement vacations; C.1.16 Identify funding opportunities and deadlines that can enhance the City; C.1.17 Other tasks as deemed necessary by the City Council to maintain the level of service expected from the Planning Department. Exhibit D - Compensation Page 1 of 2 K:\Personal\Kelsey Johnson\Proposals\Falcon Heights\Exh D - General Svcs Fee.doc WSB & ASSOCIATES, INC. EXHIBIT D COMPENSATION D.1 The City shall pay the Consultant for Basic Services rendered on the basis of a negotiated lump sum fee, on an hourly basis, or as a percentage of the construction cost, as mutually agreed to and deemed fair and reasonable for the particular work to be performed. The method of payment will be determined at the start of the project. Consultants’s current fee schedule with hourly rates is attached to this contract as Exhibit F. The rate schedule is for 2014, and will remain in effect for services rendered through December 31, 2014. The fee schedule will be evaluated on an annual basis by the Consultant and adjusted to account for inflation and other factors. The Consultant will submit a revised fee schedule prior to December 31 on an annual basis. The following represents the compensation terms: D.1.1 General City Consulting Duties Consultant will be compensated for these services based on an hourly rate. Consultant recognizes that it is important for the City to maximize the ability to assign time to projects or escrow accounts as much as possible, and Consultant will strive to meet this goal. D.1.3 Special Projects Compensation for specific studies or the design and construction of City improvements will be determined on a project-by-project basis. The proposed compensation will be detailed within a written letter proposal submitted by the Consultant to the City prior to beginning work. If the scope of the project changes after it is authorized, the Consultant will discuss it with the City and determine an appropriate fee modification. Typically, project fees are billed either as lump sum, hourly not-to-exceed, or a percentage of the construction cost. D.1.5 Independent Consultants The cost of services performed by independent consultants or agencies for environmental evaluation, soil testing, laboratory services, or other services will be billed to the City at the Consultant’s cost with no markup. D.1.6 Payment for Revisions or Other Work If the City directs that revisions be made to the plans and specifications following approval of the plans and specifications by the City or if the City Council directs Consultant to perform other work, the Consultant shall be compensated for the cost of such revisions at the hourly fee. The Consultant shall be given additional compensation when additions consist of enlargement or extension of the project. Exhibit D - Compensation Page 2 of 2 K:\Personal\Kelsey Johnson\Proposals\Falcon Heights\Exh D - General Svcs Fee.doc Additional compensation will be on the same basis as agreed to for the original plans and specifications. D.1.7 Receipt of Payment In order to receive payment for services, the Consultant shall submit monthly invoices describing in detail the services performed in accordance with this contract. Separate statements shall be submitted for each project or a detailed breakdown shall be furnished showing the distribution of charges to each project. The City shall pay Consultant upon receipt of each monthly invoice. For hourly and percentage of construction cost contracts, the personnel who worked on the project shall be included. Construction services shall include daily reports detailing the time for each day that the individual was working on the project. All invoices will include the City representative who authorized the work. D.1.8 Expenses Consultant shall be reimbursed for reasonable expenses related to the scope of services of this contract and/or individual projects. The Consultant shall be reimbursed for the actual cost of the expenses, without markup. Typical expenses include, but are not limited to, the following:  Permit fees  Plan and specification reproduction fees  Costs related to the development of project photos The following shall not be considered reimbursable expenses:  Mileage  Mobile phone usage  Computer equipment time  Preparation and reproduction of common correspondence  Mailing EXHIBIT F 22001144 RRaattee SScchheedduullee 2 0 1 4 R A T E S C H E D U L E Engineering  Planning Environmental  Construction wsbeng.com Billing Rate/Hour Principal $147 Associate $138 Senior Project Manager $128$138$147 Project Manager $113$119$128 Project Engineer $96$104$113$119$128 Graduate Engineer $76$82$87$92 Sr Landscape Architect / Sr Planner / Sr GIS Specialist $104$112$118$127$136 Landscape Architect / Planner / GIS Specialist $63$70$78$83$93$98 Engineering Specialist / Senior Environmental Scientist $86$93$98$104$113$122 Engineering Technician / Environmental Scientist $50$57$64$71$77$82 Construction Observer $85$90$95$100$106 Coring Crew One-Person Crew $155 Two-Person Crew $230 Survey Crew One-Person Crew $125 Two-Person Crew $155 Three-Person Crew $175 Underwater Inspection Dive Team $450 Office Technician $40$62$72$81 Costs associated with word processing, cell phones, reproduction of common correspondence and mailing are included in the above hourly rates. Vehicle mileage is normally included in our billing rates, but can be charged separately if specifically outlined by contract. Reimbursable expenses include costs associated with plan, specification and report reproduction, permit fee, delivery cost, etc. Rate Schedule is adjusted annually. Each staff person is assigned one billing rate that is commensurate with their experience and expertise. Multiple rates illustrate the varying levels of experience within each category. REQUEST FOR COUNCIL ACTION The City That Soars! Item Approval of a Resolution accepting Council Member Keith Gosline’s resignation and declaring that a vacancy exists. Description On June 12, 2014, Council Member Keith Gosline submitted a letter of resignation from the Council effective August 1, 2014. As part of the process, the City Council must adopt a resolution accepting Council Member Gosline’s resignation and declaring that a vacancy exists. Attached is that resolution. Budget Impact N/A Attachment(s) -Council Member Gosline Letter of Resignation -Resolution No. 14-15 Action(s) Requested Staff recommends that the City Council adopt Resolution No. 14-15 , accepting Council Member Keith Gosline’s resignation and declaring that a vacancy exists. Meeting Date July 23, 2014 Agenda Item Policy G1 Attachment -Councilmember Gosline Letter of Resignation -Resolution No. 14-15 Submitted By Mayor Peter Lindstrom Families, Fields and Fair __________________________ CITY OF FALCON HEIGHTS COUNCIL RESOLUTION July 23, 2014 No. 14-15 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - RESOLUTION ACCEPTING THE RESIGNATION OF COUNCIL MEMBER KEITH GOSLINE AND DECLARING A VACANCY ON THE CITY COUNCIL WHEREAS, Council Member Keith Gosline tendered his resignation from the Falcon Heights City Council effective August 1, 2014; and WHEREAS, approximately three years remain of the regular four year term. NOW, THEREFORE, BE IT RESOLVED by the City Council of Falcon Heights, Minnesota, as follows: 1. That the resignation is accepted, and 2. That a vacancy exists on the Falcon Heights City Council - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Moved by: Approved by: ________________________ Peter Lindstrom Mayor July 23, 2014 LINDSTROM ____ In Favor Attested by: ________________________ GOSLINE Bart Fischer HARRIS ____ Against City Administrator LONG July 23, 2014 MERCER-TAYLOR