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HomeMy WebLinkAbout2023-09-19 CC Agenda Packet 216 4th Street N, Stillwater, MN 55082 651-430-8800 www.ci.stillwater.mn.us REVISED AGENDA CITY COUNCIL MEETING September 19, 2023 REGULAR MEETING 7:00 P.M. I. CALL TO ORDER II. ROLL CALL III. PLEDGE OF ALLEGIANCE IV. RECOGNITIONS OR PRESENTATIONS 1. Proclamation – Senator Housley – Resolution 2. Proclamation – Representative Hill – Resolution 3. Proclamation – Stillwater National Guard Armory 4. Green Business Gold Award Presentation 5. Energy Action Team Update V. OPEN FORUM – open forum allows the public to address Council on subjects which are not a part of the meeting. Council may take action, reply or give direction to staff. Please limit your comments to 5 minutes or less. VI. STAFF REPORTS 6. Public Works Director 7. Police Chief 8. Fire Chief 9. Finance Director 10. Community Development Director 11. City Clerk 12. City Attorney 13. City Administrator VII. CONSENT AGENDA – these items are considered routine and will be enacted by one motion with no discussion. Anyone may request an item to be removed from the consent agenda and considered separately. 14. September 5, 2023 Workshop, Regular Meeting and Closed Sessions Minutes 15. Payment of Bills 16. 2024 Employee Group Health Insurance – Resolution 17. Abatement Agreement 18. Electronic Statement of Personal History (eSOPH) Software Agreement 19. General Obligation Capital Outlay and Refunding Bonds, Series 2012A – Resolution 20. Heritage Preservation Consultant Agreement 21. IT Agreement 22. Off-Site Gambling Permit for Bayport American Legion in Lowell Park – Resolution 23. OSHA and Safety Training Agreement with SafeAssure – Resolution 24. Permanent Drainage and Utility Easement 25. Revised Public Hearing Date on Proposed Assessments for 2023 Street Improvement Project (2023-02), 72nd Street Road and Trail Improvement Project (2022-04), and the CSAH 5 – Phase 2 Project (2019-09) - Resolution 26. Short-Term Home Rental License Applications 27. State Capital Bonding Request – Resolution 28. Stillwater Veterans Memorial Maintenance Agreement 29. Strategic Plan Addendum 30. Therapeutic Massage Business and Individual Massage Therapist License – Resolution 31. Fire Services Grant Agreement Page 2 of 2 City Council Meeting Agenda September 19, 2023 VIII. PUBLIC HEARINGS – None IX. UNFINISHED BUSINESS X. NEW BUSINESS 32. 2024 Preliminary Budget a. Adopting the proposed tax levy for the payable year 2024 – Resolution b. Adopting the proposed budget for the year 2024 – Resolution c. Setting the Truth in Taxation meeting date – Resolution XI. COUNCIL REQUEST ITEMS XII. ADJOURNMENT 216 4th Street N, Stillwater, MN 55082 651-430-8800 www.ci.stillwater.mn.us AGENDA CITY COUNCIL MEETING September 19, 2023 REGULAR MEETING 7:00 P.M. I. CALL TO ORDER II. ROLL CALL III. PLEDGE OF ALLEGIANCE IV. RECOGNITIONS OR PRESENTATIONS 1. Proclamation – Senator Housley – Resolution 2. Proclamation – Representative Hill – Resolution 3. Proclamation – Stillwater National Guard Armory 4. Green Business Gold Award Presentation 5. Energy Action Team Update V. OPEN FORUM – open forum allows the public to address Council on subjects which are not a part of the meeting. Council may take action, reply or give direction to staff. Please limit your comments to 5 minutes or less. VI. STAFF REPORTS 6. Public Works Director 7. Police Chief 8. Fire Chief 9. Finance Director 10. Community Development Director 11. City Clerk 12. City Attorney 13. City Administrator VII. CONSENT AGENDA – these items are considered routine and will be enacted by one motion with no discussion. Anyone may request an item to be removed from the consent agenda and considered separately. 14. September 5, 2023 Workshop, Regular Meeting and Closed Sessions Minutes 15. Payment of Bills 16. 2024 Employee Group Health Insurance – Resolution 17. Abatement Agreement 18. Electronic Statement of Personal History (eSOPH) Software Agreement 19. General Obligation Capital Outlay and Refunding Bonds, Series 2012A – Resolution 20. Heritage Preservation Consultant Agreement 21. IT Agreement 22. Off-Site Gambling Permit for Bayport American Legion in Lowell Park – Resolution 23. OSHA and Safety Training Agreement with SafeAssure – Resolution 24. Permanent Drainage and Utility Easement 25. Revised Public Hearing Date on Proposed Assessments for 2023 Street Improvement Project (2023-02), 72nd Street Road and Trail Improvement Project (2022-04), and the CSAH 5 – Phase 2 Project (2019-09) 26. Short-Term Home Rental License Applications 27. State Capital Bonding Request – Resolution 28. Stillwater Veterans Memorial Maintenance Agreement 29. Strategic Plan Addendum 30. Therapeutic Massage Business and Individual Massage Therapist License – Resolution r ii/wa ter - Page 2 of 2 City Council Meeting Agenda September 19, 2023 VIII. PUBLIC HEARINGS – None IX. UNFINISHED BUSINESS X. NEW BUSINESS 31. 2024 Preliminary Budget a. Adopting the proposed tax levy for the payable year 2024 – Resolution b. Adopting the proposed budget for the year 2024 – Resolution c. Setting the Truth in Taxation meeting date – Resolution XI. COUNCIL REQUEST ITEMS XII. ADJOURNMENT City of Stillwater, Minnesota Mayor Resolution 2023‐121 Senator Karin Housley WHEREAS, Minnesota Senator Karin Housley has represented the City of Stillwater as the State Senator for District 33 since 2013; and WHEREAS, Senator Housley has furthered the mission of the City by advocating for the following:  securing Washington County Historical Society Request for State Grant Funds for Improvements to the Washington County Heritage Center;  obtaining Legislative Authorization for approval of a Local Sales and Use Tax to fund Specific Capital Improvements Providing Regional Benefit; and  securing State Grant Funds for the Development of the Riverfront Parks which include Lumberjack Landing, Lowell Park, and Bridgeview Park; to name a few; and WHEREAS, we would like to extend the City’s appreciation to Senator Housley for her admirable dedication, commitment, and tireless efforts in making our City a better community. Her hard work has truly made a positive impact, and the City of Stillwater is grateful for all she's done. NOW THEREFORE, BE IT RESOLVED, by the City Council of the City of Stillwater, Minnesota, that for her dedication to the City of Stillwater and its citizens, Senator Housley is hereby commended for her faithful, efficient and unwavering service to the City and its mission. BE IT FURTHER RESOLVED, that the City Clerk is hereby authorized and directed to enter this Certificate of Appreciation upon the official record of the Council and to deliver a certified copy thereof to Senator Karin Housley. Adopted by the City Council this 19th day of September, 2023. ~ ~ ~ ~ ~, ,,,,,, \''""""'''' ''""'""'' City of Stillwater, Minnesota Mayor Resolution 2023‐122 State Representative Josiah Hill WHEREAS, Minnesota House of Representatives Josiah Hill has represented the City of Stillwater as the State Representative for District 33B since January, 2023; and WHEREAS, Representative Hill has furthered the mission of the City by advocating for the following:  securing Washington County Historical Society Request for State Grant Funds for Improvements to the Washington County Heritage Center;  obtaining Legislative Authorization for approval of a Local Sales and Use Tax to fund Specific Capital Improvements Providing Regional Benefit; and  securing State Grant Funds for the Development of the Riverfront Parks which include Lumberjack Landing, Lowell Park, and Bridgeview Park; to name a few; and WHEREAS, we would like to extend the City’s appreciation to Representative Hill for his dedication, commitment, and tireless efforts in making our City a better community. His hard work has truly made a positive impact, and the City of Stillwater is grateful for all he's done. NOW THEREFORE, BE IT RESOLVED, by the City Council of the City of Stillwater, Minnesota, that for his dedication to the City of Stillwater and its citizens, Representative Hill is hereby commended for his faithful, efficient and unwavering service to the City and its mission. BE IT FURTHER RESOLVED, that the City Clerk is hereby authorized and directed to enter this Certificate of Appreciation upon the official record of the Council and to deliver a certified copy thereof to State Representative Josiah Hill. Adopted by the City Council this 19th day of September, 2023. ~ ~ ~ ~ ~, ,,,,,, \''""""'''' ''""'""'' City of Stillwater, Minnesota Mayor Proclamation WHEREAS, The Minnesota National Guard is under state jurisdiction and can be used by the governor to assist the state during disasters and other state emergencies. In times of war, Minnesota National Guard soldiers and airmen can be called into federal active service with the President of the United States as Commander in Chief; and WHEREAS, On Saturday, September 23, 2023, from 10 am – 3 pm, the Stillwater National Guard Armory will hold its first Open House in its relatively new, state-of-the- art building; and WHEREAS, most residents of the area have never visited it; and WHEREAS, many new displays telling the story of Stillwater’s rich military history have been added since the building first opened in 2017; and WHEREAS, in addition to hosting this open house, we want to thank the 34th Military Police Company; HHC, 334th Brigade Engineer Battalion; Co. E, 134th Brigade Support Battalion; and Stillwater Military History Project Committee for their selfless and courageous devotion to duty, and are gratified and proud that they claim their home in our beloved City. NOW THEREFORE, I, Ted Kozlowski, Mayor of Stillwater, do hereby proclaim September 23, 2023 as ~ Stillwater National Guard Armory Day! ~ in the City of Stillwater and encourage all citizens to visit the Armory on that day and congratulate Stillwater’s three National Guard units and the history project committee on their accomplishments. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the City of Stillwater to be affixed this 19th day of September, 2023. ::. ~ ,,,. '-;,. ,,,. ,,,, ''"""''''' ''""""'' .. -- ENERGY ACTION STILLWATER SEPTEMBER 19, 2023 WHAT IS PARTNERS IN ENERGY? Partners in Energy is a two-year collaboration with Xcel Energy to develop goals for energy savings and resiliency, and to implement plans to meet those goals. Opportunity to create goals and strategies, to develop a work plan for success, and to engage a community of stakeholders who’ll see and appreciate the outcomes. 2 Developing the Plan (4-6 months) Implementation with Partners in Energy (18-20 months) Continued Implementation ENERGY ACTION STILLWATER PROCESS 3 Feb-March 2023 Applied and Selected April-June 2023 Stakeholder recruitment June 2023-Dec 2023 Planning Phase 5 Workshops Nov 2023-Feb 2024 Write and finalize Energy Action Plan 2024-2025 Implementation Phase Partners in Energy support ENERGY ACTION PLAN Planning phase outcome “Road map” for pursuing the community’s energy vision Guides implementation Further engages larger community of citizens and business owners. 4 STILLWATER ENERGY ACTION TEAM City Council Member Residents Homeowners Renters Students Washington County official Planning Commission member Sustainable Stillwater member Range of political perspectives Expertise in utilities, sustainability management, communications, and more 5 6 PLAN DEVELOPMENT STEPS 1. Anchoring 2. Baseline 3. Vision 4. Goals 5. Focus Areas 6. Strategies 7. Tactics 8. Action Planning 9. Plan Finalization 10. Launch VISION Stillwater’s Energy Action Plan educates and inspires residents and  businesses to engage in energy action. With a focus  on saving energy, the  plan aims to save the community money, reduce emissions, and increase  energy resiliency while embracing Stillwater’s historic character and  preserving it for  future generations. 7 8 FOCUS AREAS Residential Energy Efficiency Business Energy Efficiency Renewable Energy Reducing Energy Burden • Names of chapters in the plan. • Help provide overarching topic for subsequent strategies. • Measurable through Xcel Energy data. • Does not have to be all encompassing of what is in it, rather provide snapshot. • Goals will get into community-wide efforts. THANK YOU Workshop notes and slides available at: https://www.stillwatermn.gov/community/around-town/green-steps 9 ft £ - ir••' �`' �d • e ,J I ,'c •..•.a �. _, ~'... Wei s ; �� °�� .� 4 � ;�.•.:. � �• c.: _��: '� UqL . ti.�G ;.� � ;.'spa •iPi�'�r - i. , . ;� - , 5 .', . .�1 . C; OWL ry Ar r.. �• eA llp UNA ' - c n .. ` r ' r tiiir'� 1 �. : ,_ �> •� �L4;f �, . -. '' - � �`rl -y, .+3��y�.Yr1C�C���r �•{'� - -.i' �• ,�wy .'• [,!h.q }t •S j�,.' . �, r,+,;y y. F��t-1.,,.. � ,+ ,yy, � •.y� -• -: - �. �.j•`�'���?;. fit.+ • . ;i��' �•: av�G ^''.(. ,`•-fit'"�•!�r - `' _ _' tz ':nZ �y7!i �` •v�•�i tt} 1„� �1� •��.! ro :Gi;�' rw vlti',• L V. . o "' �. _,,�r! .►e`a,: lei {�l.,�y:i, Jti` t-t[' •1 - h .; a. .. XL +iv�M� r � C 2 . gta:'�'Ca � •;?. )4 h�,,,,�b!�... � •� ;r • r v• �• ,..�q,. " �'��s a. y �,� t y.: G1d'••\,.l•i �ZH'=.7 j,., w �y(r_ar� +_V�;Lt ��• ' '� � vyt� � • v .•. �y-�('�:y .: �.._ .Y., .a'•�L'tt�i'e:.R�l,'_`•(,i�"''1 R7i: r'+'f"... ,I'"�+ ,' `'il•s`',v 'i{��M q. - ) 0-,Z) _� Downtown Parking Update City Council September 19, 2023 Downtown Stillwater Parking Then and Now Before Now Difference Paid Stalls 25%40%15% Permits Valid in Select Pay Zones Yes Yes No Difference Permits Valid for Extra Time in Free Time Limited Zones Yes Yes No Difference Permit Required for Overnight Parking Yes Yes No Difference Parking Allowed in a No Parking Zone? No No No Difference Why the Change? •Replace obsolete technology •Improve availability of convenient parking (improved compliance) •Address increasing funding gap to maintain an aging system •Fund future expansion needs Clarifications •Passport Mobile Pay NOT required, simply another option •Only use official Passport App or Credit Card Terminals •Watch for fraudulent sites •Some of the more common complaints are about rules that didn’t actually change •Permits were always required for overnight parking, and only allowed in select lots •Permits were always required for parking longer than time limit •FREE 4 hour parking with valid Disability Permit (State Permit) Initial Results •Parking Behavior Change •Improved Compliance –Permit Parking •Approximately 50% increase in revenue •Offset infrastructure costs Next Steps •Roll Out Phase 2 Communications Plan •Increase signage to fill gaps •Install additional credit card terminals •Be available for questions and assistance •Minor Adjustments? •Discuss ideas and priorities in next 30-60 days Positive Interactions “Dealing with [Staff] has been a good experience, very positive and you listened, I appreciate it. I am glad to see that my input was helpful. Thank you for the offer but I don't mind paying for the parking as long as it is hassle free because I feel it is important and want to be supporting communities we visit. […] [W]e will be continuing our excursions to Stillwater.” Questions Don’t be afraid to ask! stillwatermn.gov/parking parking@stillwatermn.gov 651-430-8800 216 4th Street N, Stillwater, MN 55082 651-430-8800 www.stillwatermn.gov CITY COUNCIL MEETING MINUTES September 5, 2023 WORKSHOP MEETING 4:30 P.M. Mayor Kozlowski called the meeting to order at 4:30 p.m. Present: Mayor Kozlowski, Councilmembers Collins, Junker, Odebrecht, Polehna Absent: None Staff present: City Administrator Kohlmann City Attorney Land City Clerk Wolf Community Development Director Gladhill Finance Director Provos Fire Chief Glaser Police Chief Mueller Public Works Director Sanders Library Director Troendle Motion by Councilmember Collins, seconded by Councilmember Junker, to adjourn to Closed Session. All in favor. The meeting went into Closed Session at 4:31 p.m. CLOSED SESSION Pursuant to Minn. Stat. § 13D.05 subd. 3 (b) for attorney-client privileged communication to discuss the potential litigation related to the Lakeview Hospital easement acquisition. Present: Mayor Kozlowski, Councilmembers Collins, Junker, Odebrecht, Polehna Absent: None Staff present: City Administrator Kohlmann City Attorneys Land and Bjerkness Public Works Director Sanders Motion by Councilmember Odebrecht seconded by Councilmember Polehna to return to open session. All in favor. Mayor Kozlowski reopened the meeting at 4:45 p.m. OTHER BUSINESS School Zone Speed Limit Study Mike Larson, P.E., PTOE, Bolton and Menk, presented the results of a school zone study conducted near New Heights Charter School and Stillwater Middle School. Its purpose was to determine if a reduced speed limit during school hours and additional traffic controls are warranted. In both locations, it is recommended that the school speed limit be set and signed at 20 mph when children are present, a 10 mph decrease from the current posted speed limit; add school zone signage and school zone speed limit signage; mark all crosswalks cStillwater ~~ The Birthplace of Minnesota ~ City Council Meeting September 5, 2023 Page 2 of 8 adjacent to the school; add crosswalk warning signage for all marked crosswalks across uncontrolled intersections, and consider adding crosswalks at certain locations; restrict parking within 30 feet of any marked crosswalk to promote visibility to pedestrians. Councilmember Polehna asked how to define “when children are present,” and Mr. Larson replied that signs can say “when children are present” or they can list morning and evening hours, or flashing beacon signs may be used. However, flashing beacons are not always welcome in residential areas and they are most effective with higher speed roadways. Mayor Kozlowski voiced concern about kids on Owens Street crossing by the Harbor. He likes the recommendations and would like to be consistent with the other schools. Public Works Director Sanders stated he will work with Bolton and Menk to look at other school zones and bring a resolution back for action at the next Council meeting. Manufacturing/Sale of Low Potency (CBD) THC Beverages City Attorney Land stated that by ordinance, sales of CBD products are prohibited at liquor stores and at on-sale liquor establishments. The City also prohibits manufacturing of CBD products. Lift Bridge Brewery has asked to be able to manufacture and sell CBD-infused beverages, which would require an amendment to CBD ordinances (to allow manufacturing and allow at an off-sale). There also have been requests from Cub Liquor and Liberty Village Wine & Spirits to sell CBD-infused beverages, since the new legislation specifically allows the sales of CBD products at liquor stores. Attorney Land asked whether, and how, the Council may want to allow manufacturing and sales of CBD products. There are two different kinds of manufacturing: plant-to-product, and plant-to-liquid-to-product. The process from liquid-to-product does not involve an odor as does the plant-to-product process. Mayor Kozlowski stated he would like to wait and see what other communities do, and regulate the process that involves an odor. Councilmember Junker indicated that he would like to wait until State legislation is clearer. He has already had prospective businesses ask him when they can start manufacturing. Councilmember Odebrecht stated he has no problem with the manufacturing process in the industrial area. Mayor Kozlowski pointed out that the State now allows CBD-infused beverages to be manufactured and consumed. Stillwater allows the manufacture of booze downtown. Prohibiting non-odor producing manufacturing downtown would put Stillwater businesses at a disadvantage; and Councilmember Odebrecht agreed. Councilmember Junker noted that the City has a moratorium, and yet ends up discussing this every few meetings. He is not in favor of allowing manufacturing in all zoning districts. Councilmember Polehna voiced it is unfair to allow manufacturing in one district and not another. Councilmember Junker mentioned that the two distilleries downtown are distilling to their own premise - not to grocery stores and other businesses. So, there is a clear distinction between what Lift Bridge wants to do, and what the existing distilleries downtown are doing. City Council Meeting September 5, 2023 Page 3 of 8 Ms. Land noted that Lift Bridge, with its microbrewery, already has the ability to sell off sale. The City does not have to allow on-site consumption, but the off sale is part of their microbrewery license so that must be allowed. Liquor stores have already inquired about it. The State is supposed to clarify the regulations in January 2025. To summarize the Council’s direction: manufacturing would be allowed only at distilleries and breweries, and not starting from the plant product, but starting only from the liquid product, as an accessory use, allowed anywhere that is already a distillery or brewery. She will bring back an amendment for Council action. 2024 Proposed Budget City Administrator Kohlmann reviewed the revised 2024 Proposed Budget, including tax impacts on residents and a breakdown of the various funds. Councilmember Collins pointed out the increase of $40,000 for the Library is to get the Library to its original “ask.” Councilmember Junker indicated that even when the Library cut back on staffing, their donors stepped up, and that is how they funded Saturdays and Sundays. That is not an option in the other departments that suffered cuts. He would like to see what the donor pledges were in 2022. Library Director Troendle stated he could get that information. Next year, the Library hopes to secure $251,000 in supplemental funding to cover staffing for Sunday hours, all programming, 52% of the collection budget, the cost to print and distribute the City newsletter insert, all staff training, and continue the project to digitize historic newspapers. The Library is very thankful for the City’s support, which provides 85-90% of its operating budget. Whether to cut back on IT, appeal to donors and partners, or dip into the $102,000 fund balance are decisions that the Library Board will have to make. Finance Director Provos reported that the auditors stated there is no reason the Library needs to have a fund balance, because if it is over extended, it would be on the City. Mr. Kohlmann continued, explaining that the suggestion was made to raise liquor license fees for the first time in 17 years. A public hearing would be required. Council consensus was to ask staff to draft a plan for a benchmark increase and an annual increase. Councilmembers also support passing along the 3% credit card transaction fee on to consumers rather than absorbing it. Mr. Kohlmann stated staff will bring the budget back for a vote at the next meeting. STAFF REPORTS Public Works Director Sanders presented designs for the Lumberjack Landing building (Aiple house). The Council preferred a combination of Options A & B. The Wild River Conservancy and the National Park Service are interested in participating in programming. There will be a buckthorn cleanup on the property. He also gave a Chestnut Plaza project update. The roadway should be open for traffic September 15. Police Chief Mueller reported that Washington County is working on crime view analytics, which will be a good educational tool for citizens. The School Resource Officer will remain in the school; any legal risk that the City might face by having the officer there is outweighed City Council Meeting September 5, 2023 Page 4 of 8 by the risk of not having an officer there. The embedded social worker is doing great and will meet with the Human Rights Commission soon. Fire Chief Glaser informed that mutual aid was provided at the prison; Engine #2 was sold; the Department received a DNR matching $3,200 grant for a radio; and Oak Park Height is updating its fire study. The fire danger currently is extremely high. Finance Director Provos noted that a 2012 bond will be called at the next meeting, and certification letters are going out for water and sewer bills. Community Development Director Gladhill submitted that the new downtown parking fees take effect September 8. City Clerk Wolf noted agenda packet updates and several commission openings. City Attorney Land summarized the 4-year Manitou Fund parking lease agreement on the Consent Agenda for the 7 p.m. meeting. As drafted, if the City opts not to renew the lease after four years, it must pay back 30% of the cost the Manitou Fund is investing in the parking lot improvements. Councilmember Junker indicated that he does not support paying back $9,500 if the City does not renew the lease after four years. Parking lot improvements will range from $17,000 to $38,000 and include only sealcoating and cutting down a few trees; and Ms. Land responded that the school needs this parking lot for their bus turnaround. It is part of their CUP requirements. Mayor Kozlowski pointed out there is value in having the building cleaned up and used. Continuing staff reports, City Administrator Kohlmann noted that a mailing is being sent out about a meeting on establishing a Special Service District on October 5. Representative Hill and Senator Housley will attend the next meeting. Library Director Troendle reported on upcoming library programming. RECESS Mayor Kozlowski recessed the meeting at 6:30 p.m. REGULAR MEETING 7:00 P.M. Mayor Kozlowski called the meeting to order at 7:00 p.m. Present: Mayor Kozlowski, Councilmembers Collins, Junker, Odebrecht, Polehna Absent: None Staff present: City Administrator Kohlmann City Attorney Land City Clerk Wolf Community Development Director Gladhill Finance Director Provos Fire Chief Glaser Police Chief Mueller Public Works Director Sanders City Council Meeting September 5, 2023 Page 5 of 8 PLEDGE OF ALLEGIANCE Mayor Kozlowski led the Council and audience in the Pledge of Allegiance. RECOGNITIONS OR PRESENTATIONS Youth Service Bureau 2024 Budget Request – Michael Huntley Michael Huntley, executive director, explained the services provided and requested $11,845 for 2024. Council Service Awards – Melissa May (Human Rights Commission) and Pam Johnson (Parks & Recreation Commission) Mayor Kozlowski and the Council commended Commissioner May for 11+ years of service, and Commissioner Johnson for 4+ years of service to the City. Proclamation - Constitution Week Mayor Kozlowski proclaimed September 17-23 Constitution Week. Proclamation - Suicide Prevention Month Mayor Kozlowski proclaimed September 2023 National Suicide Prevention and Action Month. OPEN FORUM There were no public comments. CONSENT AGENDA August 15, 2023 Special Meeting and Regular Meeting Minutes Payment of Bills 72nd Street Improvement Project Declare Costs, Order Assessment and Call for Hearing – Resolutions 2023‐110 and 2023‐111 2023 Street Improvement Project Declare Costs, Order Assessment and Call for Hearing – Resolutions 2023‐112 and 2023‐113 Compensation Adjustment for 2023 Election Judges – Resolution 2023‐114 CSAH 5 Phase 2 Improvement Project Declare Costs, Order Assessment and Call for Hearing – Resolutions 2023‐115 and 2023‐116 Curve Crest Utility Extension Project Contract Agreement for Engineering Services – Resolution 2023‐117 Downtown Stillwater Holiday Lights Agreement Everett Street Lift Station Improvement Contract Agreement Fee Schedule Amendment for Street Lighting Fee Increase – Resolution 2023‐118 Lift Bridge Brewery 2023 Anniversary Day 5k and Beer Mile Event Maryknoll Lift Station Improvement Contract Agreement Marylane Drainage Project Contract Agreement Parking Lot Lease Agreement with Manitou Fund Short Term Home Rental License for 1123 5th Street South Stillwater Harvest Fest Event Contract and Temporary Liquor License Stop Sign Request at Ramsey Street and Brick Street South – Resolution 2023‐119 City Council Meeting September 5, 2023 Page 6 of 8 Survey Agreement 2024 Street Improvement Project Councilmember Odebrecht requested the Manitou Fund Parking Lot Lease Agreement be pulled off the Consent Agenda for discussion. City Attorney Land summarized the case. The City approved a 2-year Interim Use Permit, which is contingent on the Manitou Fund using the parking lot north of the Zephyr building (a City owned lot) for their bus turnaround and drop-off area. Because it is a City parking lot, the Manitou Fund must enter a lease agreement with the City. The Manitou Fund has agreed to do minor improvements to the parking lot that will make it useable under a proposed 4-year lease agreement, which includes the option to extend the lease for two more years. Public Works Director Sanders added that the Manitou Fund is proposing to patch bad areas, sealcoat the entire lot, stripe it and change a light. Answering a question from Mayor Kozlowski, he replied that the City plans to build a new parking lot for Lumberjack Landing north of this lot, with access through this lot. Mayor Kozlowski suggested the value to the City is that the lot will be more useable and lit, and Mr. Sanders replied the lot has not been well used and is a bit out of the way. Ms. Land reminded that the agreement holds that if the City chooses not to extend the lease for the additional two years, the City would pay back 30% of the cost of the parking lot improvements done by the Manitou Fund. Councilmember Junker remarked the improvement cost estimate varies between $17,000- $38,000, and if the City chooses not to extend the agreement, it would pay back $9,500. Mayor Kozlowski stated that would be a 40-space parking lot for less than $1,000 a month, which is a benefit to the City. The Manitou Fund is also putting significant investment into the building, cleaning up the area. Councilmember Odebrecht commented that the whole thing hinges on bussing. The original plan had buses, cars and walkers co-mingled. He views the risk of $9,500 as very cheap insurance. Councilmember Junker suggested striking the clause about 30% repayment, and Councilmember Collins agreed. Motion by Councilmember Junker, seconded by Councilmember Polehna, to approve the Parking Lot Lease Agreement with Manitou Fund with the removal of Paragraph 9 regarding the extension option and the pay-back of 30%. All in favor. Motion by Councilmember Collins, seconded by Councilmember Junker, to adopt the Consent Agenda as amended. All in favor. PUBLIC HEARINGS There were no public hearings. UNFINISHED BUSINESS There was no unfinished business. City Council Meeting September 5, 2023 Page 7 of 8 NEW BUSINESS Sale of General Obligation Capital Outlay Bonds City Administrator Kohlmann stated staff would like to retain Baker Tilly as its independent municipal advisor and authorize them to sell the G.O. Bonds in the amount of $5,215,000. Motion by Councilmember Odebrecht, seconded by Councilmember Polehna, to adopt Resolution 2023‐120, Resolution Providing for the Competitive Negotiated Sale of $5,215,000 General Obligation Capital Outlay Bonds, Series 2023A. All in favor. COUNCIL REQUEST ITEMS There were no Council request items. ADJOURNMENT TO CLOSED SESSION Motion by Councilmember Collins, seconded by Councilmember Junker, to adjourn to Closed Session. All in favor. The meeting went into Closed Session at 7:34 p.m. Pursuant to Minn. Stat. Section 13D.05 subd. 3(a) for a check in on the performance review of the City Administrator. Present: Mayor Kozlowski, Councilmembers Collins, Junker, Odebrecht, Polehna Absent: None Staff present: City Administrator Kohlmann Motion by Councilmember Collins seconded by Councilmember Junker to return to open session. All in favor. ADJOURNMENT Motion by Councilmember Junker seconded by Councilmember Odebrecht to adjourn. All in favor. The meeting was adjourned at 8:15 p.m. Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk Resolution 2023‐110, Resolution Declaring Cost to be Assessed and Ordering Preparation of Proposed Assessment for 72nd Street Road and Trail Improvements (Project 2022-04) Resolution 2023‐111, Resolution Calling for Hearing on Proposed Assessment 72nd Street Road and Trail Improvements (Project 2022-04) Resolution 2023‐112, Resolution Declaring Cost to be Assessed and Ordering Preparation of Proposed Assessment for 2023 Street Improvement Project (Project 2023-02) City Council Meeting September 5, 2023 Page 8 of 8 Resolution 2023‐113, Resolution Calling for Hearing on Proposed Assessment for 2023 Street Improvement Project (Project 2023-02) Resolution 2023‐114, Fixing Compensation for the 2023 Special Election Resolution 2023‐115, Resolution Declaring Cost to be Assessed and Ordering Preparation of Proposed Assessment for CSAH 5 Improvement Phase 2 Project (Project 2019-09) Resolution 2023‐116, Resolution Calling for Hearing on Proposed Assessment for CSAH Improvement Phase 2 Project (Project 2019-02) Resolution 2023‐117, Resolution Accepting Proposal and Awarding Contract for Engineering Services on Curve Crest Utility Extension Project (Project 2023-11) Resolution 2023‐118, Resolution Amending Fee Schedule for Lighting Fund Rates Resolution 2023‐119, Approving Stop Sign for Westbound Traffic on Ramsey Street at Brick Street S Resolution 2023‐120, Resolution Providing for the Competitive Negotiated Sale of $5,215,000 General Obligation Capital Outlay Bonds, Series 2023A DATE: September 19, 2023 TO: Honorable Mayor and City Councilmembers FROM: Sarah Erenberg, Senior Account Clerk SUBJECT: Payment of bills A list of bills in the amount of $1,917,774.14 has been sent to the Mayor and City Council Members to approve for payment. TO: Honorable Mayor & City Councilmembers FROM: Joe Kohlmann, City Administrator Donna Robole, HR Manager DATE: September 19, 2023 RE: Group Health Insurance Plan Design Change to HealthPartners DISCUSSION The City of Stillwater and its unions participate in a Labor Management Insurance Work Group process where health insurance plan design and experience is regularly reviewed and discussed. The City’s current group health insurance vendor, Blue Cross Blue Shield Minnesota notified the City of a 15% premium increase for 2024. Through the City’s benefits consultant, the City received and reviewed renewal proposals and related documents from Blue Cross Blue Shield of Minnesota, HealthPartners, and United Health Care. Medica declined to quote because it could not be competitive. The City and its Insurance Work Group members found the HealthPartners proposal to be the best fit for the City. The group health proposal offered a 7% premium increase for 2024, with a 12% premium cap for 2025 for a two-year obligation and the city and its union membership support this group health plan design change. Following review and anticipated approval of the group health plan design change by the Mayor and City Council, the city will proceed with open enrollment planning and communication strategies, and deploy an open enrollment action plan for an October 16 open enrollment launch. ACTION REQUESTED Staff recommends that the City Council approve the resolution titled, “Approving 2024 – 2025 Group Health Insurance Plan Design Change.” DMR City of Stillwater Washington County, Minnesota RESOLUTION 2023- APPROVING 2024 – 2025 GROUP HEALTH INSURANCE PLAN DESIGN CHANGE WHEREAS, the City of Stillwater, and its unions, participated in a Labor Management Insurance Work Group process wherein health insurance plan design changes were discussed; and WHEREAS, upon the City receiving proposals from HealthPartners for health insurance for 2024 and 2025, this information has been shared during the Labor Management Insurance Work Group; and WHEREAS, the City and the Union have agreed to health insurance plan design change for health insurance effective January 1, 2024; and WHEREAS, THE City and the Union agree to the following health insurance plan design changes effective January 1, 2024:  The group health insurance plan from Blue Cross Blue Shield Minnesota be discontinued;  The HealthPartners Gold $400 Plan for both the Open Access and Achieve networks will be added;  The HealthPartners $3300 High Deductible Health Plan with Health Savings Account for both the Open Access and Achieve networks will be added;  The HealthPartners $4500 High Deductible Health Plan with Health Savings Account for both the Open Access and the Achieve network will be added. NOW THEREFORE BE IT RESOLVED, that the City Council of the City of Stillwater hereby approves group health insurance plan design changes effective January 1, 2024. Adopted by the Stillwater City Council this 19th day of September, 2023. CITY OF STILLWATER Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk Health Partners 2024 Medical Plan Contributions .ACBIZ Medical Plan -CURRENT Gold Aware Gold HVN 3300 Aware 3300 HVN Single $834.87 $773.28 $648.38 $595.84 Family $2,179.40 $2,018.63 $1,692.59 $1,555.43 City's Contributions Gold Aware Gold HVN 3300 Aware 3300 HVN Premium Single $834.87 $773.28 $648.38 $595.84 Annual/Monthly Family $1,277.00 $1,277.00 $1,277.00 $1,277.00 HSA Contribution : HSA Single N/A N/A $62.50 $62.50 Family N/A N/A $125.00 $125.00 Single: $750/$62.50 Total Single $834.87 $773.28 $710.88 $658.34 Family: $1,500/$125 Family $1,277.00 $1,277.00 $1,402.00 $1,402.00 Employee Contributions Gold Aware Gold HVN 3300 Aware 3300 HVN Single $0.00 $0.00 $0.00 $0.00 Family $902.40 $741.63 $415.59 $278.43 fi=ie alttiPa·rt,fers•:-2024~ ~Gold ;"f46o-....-Pian (Op f°~)°'YC,r$3 ;300 .·.HDHP "wjHSf',." (0pJ ·2f/~$4~-5QO!HDHP w/HS-A·(Opt-3) Medical Plan • PROPOSED Open Access Achieve Open Access Achieve Open Access Achieve Single $866.56 $814.57 $704.37 $662.11 $655.29 $615.97 Family $2,262 .14 $2 ,126.42 $1,838.75 $1,728.42 $1,710.62 $1,607.98 City's Monthly Contributions Open Access Achieve Open Access Achieve Open Access Achieve Premium Single $866.56 $814.57 $704.37 $662.11 $655.29 $615.97 Family $1,292.00 $1,292.00 $1,292.00 $1,292.00 $1,292.00 $1,292.00 HSA Single N/A N/A $62.50 $62.50 $62.50 $62.50 Family N/A N/A $125.00 $125.00 $125.00 $125.00 Total Single $866.56 $814.57 $766.87 $724.61 $717.79 $678.47 Family $1,292.00 $1,292.00 $1,417.00 $1,417.00 $1,417.00 $1,417.00 Employee Monthly Contributions* Open Access Achieve Open Access Achieve Open Access Achieve Single $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Family $970.14 $834.42 $546.75 $436.42 $418.62 $315.98 Family Increase from 2023 $67.74 $92.79 $131.16 $157.99 N/A N/A CBIZ. INC . I PROPRIETARY AND CONFIDENTIAL Health Partners 2024 Medical Plan Proposal .ACBIZ ~Plar:,!Optfons f.::,.' a:i: .. :. ~.---·-·, ,.,.._;.."':Opti ~-,f ;!°'.':':f;G~ld ~$~0Q .. ~la ~ ·:::';~, 'Optio n ;f ~~~$3 ~300 ~HJ>H ~~/~S ~-OptT6n· -3:,;~$4~500 HDHP ~w/H-SA -' f1~Net wo~k_Cover age ~.-··,: ·. -~· · '· ·. _··. -H~a~[P~Yi~e~;~~=-' )2.i. =: · ~-J,-r .-,reiitti Pa rt ~-ers-{ .. ~-\ ~t:$~~lr?:<-H_e~lthPartriers ·, •. · Network Deductible Single Family Coinsurance Out-of-Pocket Max Single Family Preventive Care Office Visits Virtuwell Telehealth Other e-Visits/Telehealth Urgent Care Hospital Services Prescription Drugs Tier 1 -Generic Tier 2 -Formulary Tier 3 -Non-Formulary Single Family NOTES: Open Access Achieve $400 $800 80% $2,000 $4,000 100% $30 Copay 100% $30 Copay $40 Copay Ded, then 80% $10 Copay $30 Copay $60 Copay $2,262.14 $2,126.42 ---2nd Year Renewal Rate Cap --- Open Access Achieve $3,300 $6,600 100% $3,300 $6,600 100% Ded, then 100% 100% Ded, then 100% Oed, then 100% Ded, then 100% Ded, then 100% Oed, then 100% Not Covered $1,838.75 $1,728.42 Open Access I $4,500 $9,000 100% $4,500 $9,000 100% Achieve Ded, then 100% 100% Ded, then 100% Ded, then 100% Ded, then 100% Ded, then 100% Ded, then 100% Not Covered $1,710 .62 • 2025 plan year maximum renewal Increase not to exceed 12% (2-year contract commitment w/HealthPartners) ---Network Options --- • Open Access network plans -Offers Health Partners' largest local and national provider network • Achieve network plans -Offers Health Partners' 'narrow' network and can be offered as a plan option alongside the Open Access network plans. CBIZ. IN C. I PROPRIETARY AND CONFIDENTIAL DATE: September 19, 2023 TO: Honorable Mayor and City Councilmembers FROM: Tim Gladhill, Community Development Director SUBJECT: Professional Services Agreement for Abatement Services – On Call Service Moving Company, LLC DISCUSSION The City currently has a gab in its abatement services (property cleanup/code enforcement) to haul items of value that must be stored for at least 30 days before disposal. This is the final in a series of agreements to complete abatement sergices. RECOMMENDATION Staff recommends that the City Council approve this agreement. ACTION REQUESTED Motion to approve the Professional Services Agreement with On Call Service Moving Company, LLC. 1 AGREEMENT FOR SERVICES THIS AGREEMENT (“Agreement”) is made and executed this 11th day of September, 2023, by and between the City of Stillwater, 216 Fourth Street North, Stillwater, Minnesota 55082, (“City”) and On Call Service Moving Company LLC, 2330 Leibel Street, White Bear Lake, Minnesota 55110 (“Contractor”). WHEREAS, the City has accepted the proposal of the Contractor for certain services; and WHEREAS, Contractor desires to perform the services for the City under the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the mutual consideration contained herein, it is hereby agreed as follows: 1. SERVICES. a. City agrees to engage Contractor as an independent contractor for the purpose of performing certain Services (“Services”), as defined as follows: i. When a public nuisance exists on a property in the City, the City shall cause the nuisance to be removed or abated. In order to complete the nuisance abatement, certain personal property discarded or abandoned on the property will need to be removed. ii. At the direction of the City, Contractor agrees to move any personal property of value or property derived from a nuisance abatement project deemed salvageable by the City from the nuisance abatement project site to a designated City facility. iii. Contractor shall review the property to be moved and maintain an inventory of all the property. Contractor shall provide a copy of the inventory to the City prior to transporting the property to the designated City facility. b. Except in an emergency abatement being performed by the City, the City shall provide Contractor with at least five (5) days advanced written notice of the date, time, location, and general description of the personal property to be moved. If Contractor is unable to perform the Services after receiving notice from the City, Contractor shall inform the City immediately. c. Contractor covenants and agrees to provide Services to the satisfaction of the City in a timely fashion, as set forth herein, subject to Section 7 of this Agreement. Contractor shall exercise due care while loading, transporting, and unloading the 2 property at the designated City facility to avoid any damage to the property being moved. d. Contractor agrees to comply with all federal, state, and local laws and ordinances applicable to the Services to be performed under this Agreement, including all safety standards. The Contractor shall be solely and completely responsible for the safety of all persons and property at the job site during the performance of the Services. The Contractor represents and warrants that it has the requisite training, skills, and experience necessary to provide the Services and is appropriately licensed and has obtained any permits from all applicable agencies and governmental entities that may be required to perform the Services. 2. PAYMENT. a. City agrees to pay and the Contractor agrees to receive and accept payment for the Services provided pursuant to this Agreement according to the pricing schedule attached and incorporated herein as Exhibit A. b. Any changes in the scope of the work of the Services that may result in an increase to the compensation due the Contractor shall require prior written approval by the authorized representative of the City or by the City Council. The City will not pay additional compensation for Services that do not have prior written authorization. c. Contractor shall submit itemized bills for Services provided to City on a monthly basis. Bills submitted shall be paid in the same manner as other claims made to the City. 3. TERM. The term of this Agreement shall commence on the date written in the initial paragraph of this Agreement and shall continue until terminated pursuant to Section 4 of this Agreement. 4. TERMINATION AND REMEDIES. a. Termination for Convenience. This Agreement may be terminated by either party upon thirty (30) days’ written notice delivered to the other party at the addresses listed in Section 12 of this Agreement. Upon termination under this provision, if there is no default by the Contractor, Contractor shall be paid for Services rendered and reimbursable expenses incurred through the effective date of termination. b. Termination Due to Default. This Agreement may be terminated by either party upon written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement. The non-performing party shall have 3 fifteen (15) calendar days from the date of the termination notice to cure or to submit a plan for cure that is acceptable to the other party. c. Remedies. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City as a result of any breach of this Agreement by the Contractor. The rights or remedies provided for herein shall not limit the City, in case of any default by the Contractor, from asserting any other right or remedy allowed by law, equity, or by statute. d. Upon termination of this Agreement, the Contractor shall furnish to the City copies or duplicate originals of all documents prepared for the City pursuant to this Agreement not previously furnished. 5. SUBCONTRACTORS. Contractor shall not enter into subcontracts for any of the Services provided for in this Agreement without the express written consent of the City. The Contractor shall pay any subcontractor involved in the performance of this Agreement within the ten (10) days of the Contractor’s receipt of payment by the City for undisputed services provided by the subcontractor. 6. STANDARD OF CARE. In performing its Services, Contractor will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession in the same locality at the time the Services are provided. 7. DELAY IN PERFORMANCE. Neither City nor Contractor shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include, but are not limited to, abnormal weather conditions, floods, earthquakes, fire, epidemics, pandemics, war, riots, and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage, judicial restraint, and inability to procure permits, licenses or authorizations from any local, state, or federal agency for any of the supplies, materials, accesses, or services required to be provided by either City or Contractor under this Agreement. If such circumstances occur, the nonperforming party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Contractor will be entitled to payment for its reasonable additional charges, if any, due to the delay. 8. CITY’S REPRESENTATIVE. The City has designated Tim Gladhill to act as the City’s representative with respect to the Services to be performed under this Agreement. He shall have complete authority to transmit instructions, receive information, interpret, and define the City’s policy and decisions with respect to the Services covered by this Agreement. 9. PROJECT MANAGER AND STAFFING. The Contractor has designated _______________________ to be the primary contact for the City in the performance of 4 the Services. He/She shall be assisted by other staff members as necessary to facilitate the completion of the Services in accordance with the terms established herein. Contractor may not remove or replace the designated staff without the approval of the City. 10. INDEMNIFICATION. a. Contractor and City each agree to defend, indemnify, and hold harmless each other, its agents and employees, from and against legal liability for all claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are caused by its negligent acts, errors, or omissions. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of Contractor and City, they shall be borne by each party in proportion to its own negligence. b. Contractor shall indemnify City against legal liability for damages arising out of claims by Contractor’s employees or subcontractors, including all liens. City shall indemnify Contractor against legal liability for damages arising out of claims by City’s employees or subcontractors. 11. INSURANCE. During the performance of the Services under this Agreement, Contractor shall maintain the following insurance: a. Commercial General Liability Insurance, with a limit of $1,500,000 for any number of claims arising out of a single occurrence, pursuant to Minnesota Statutes, Section 466.04, or as may be amended. b. Workers’ Compensation Insurance in accordance with statutory requirements. c. Automobile Liability Insurance, with a combined single limit of $1,000,000 for each person and $1,000,000 for each accident. Contractor shall furnish the City with certificates of insurance, which shall include a provision that such insurance shall not be canceled without written notice to the City. The City shall be named as an additional insured on the Contractor’s Commercial General Liability Insurance policy. 12. NOTICES. Notices shall be communicated to the following addresses: If to City: City of Stillwater 216 4th Street North Stillwater, MN 55082 Attention: City Administrator Or e-mailed: jkohlmann@ci.stillwater.mn.us If to Contractor: On Call Service Moving Company LLC 5 2330 Leibel Street White Bear Lake, MN 55110 Attention: Or emailed: oncallservice1@gmail.com 13. INDEPENDENT CONTRACTOR STATUS. All services provided by Contractor, its officers, agents and employees pursuant to this Agreement shall be provided as employees of Contractor or as independent contractors of Contractor and not as employees of the City for any purpose. 14. GENERAL PROVISIONS. a. Assignment. This Agreement is not assignable without the mutual written agreement of the parties. b. Waiver. A waiver by either City or Contractor of any breach of this Agreement shall be in writing. Such a waiver shall not affect the waiving party’s rights with respect to any other or further breach. c. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Minnesota and any action must be venued in Washington County District Court. d. Amendments. Any modification or amendment to this Agreement shall require a written agreement signed by both parties. e. Severability. If any term of this Agreement is found be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. f. Data Practices Compliance. All data collected by the City pursuant to this Agreement shall be subject to the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. g. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 6 CITY OF STILLWATER By: Ted Kozlowski, Mayor By: Beth Wolf, City Clerk Date: 7 ON CALL SERVICE MOVING COMPANY LLC (“CONTRACTOR”) Signature: Date: Name: Its: Reverence Lockhart Owner 9/15/2023 DATE: September 19th, 2023 TO: Honorable Mayor and City Councilmembers FROM: Brian Mueller, Chief of Police SUBJECT: eSOPH Agreement BACKGROUND The Police Department has recently been reviewing officer background investigation process in order to streamline the entire hiring process from interview to on-boarding. We have identified software utilized by other agencies that can potentially cut our background investigation time in half. This efficiency will allow us to move to final offer sooner to stay relevant in an ever-competitive labor market RECOMMENDATION Staff recommends approval and signing of agreement. ACTION REQUESTED If Council concurs with recommendation, they should pass a motion approving MASTER SOFTWARE AGREEMENT WITH MENDEL MILLER INC. MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 1 OF 24 Version: July 14, 2023 MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT This Master Software Subscription Services Agreement (this “Agreement”) is made and entered into on the last date signed below (“Effective Date”) between Miller Mendel, Inc., a Washington corporation with an address at 1425 Broadway, #430, Seattle, WA 98122 (“MMI”), and the City of Stillwater, by and through the Stillwater Police Department, with an address at 216 4th St N, Stillwater, MN 55082 (Client”). MMI and Client may each be referred to individually as a “Party” or collectively as the “Parties.” BACKGROUND A. MMI is a technology company with a principal market in offering software subscription services to governmental and private entities; B. Client desires to subscribe and use MMI's software system known as the "eSOPH" or "electronic Statement Of Personal History.” The eSOPH System (defined below) is a web-based software system designed and developed to assist with pre-employment background investigations. The eSOPH System allows Client to manage pre-employment background investigations of persons who apply for employment with Client. C. MMI is willing to allow Client and its Applicants to use the eSOPH System in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties, each intending to be legally bound hereby, do promise and agree as follows: AGREEMENT 1. DEFINITIONS. Except for the terms defined below, all initially capitalized terms used in this Agreement will have the meanings described within the text of this Agreement. As used herein, the following terms have the following defined meanings: 1.1 “Applicant” means a registered end-user that accesses the eSOPH System at the request of a Client to input or upload data or documents for the purpose of Client’s management of one or more pre -employment background investigations. 1.3 “Applicant Data” means any data transmitted by Applicant to the eSOPH System. 1.4 “Authorized User” means any user, excluding Applicant(s), who accesses the eSOPH System on behalf of Client. For Clients within California and participating in the California Commission on Police Officer Standards and Training (“POST”), “Authorized User(s)” also includes Authorized Users from POST. 1.5 “Available” means that the eSOPH System is: (a) available and accessible for use via the web-based interface provided by MMI, provided that Client has an operational Internet connection and all compatible hardware and software, including web browsers, required to access and use the eSOPH System; and (b) functioning in substantial compliance with the Master Agreement and the Documentation. 1.6 “Availability” shall have the meaning described in Section 2.14 (Availability Standards). 1.7 “Client” means the entity stated in the first paragraph at the top of this page, licensed to use the eSOPH System in accordance with the terms and conditions of this Agreement. 1.8 “Client Data” means all data and other information uploaded or transmitted to or keyed into the eSOPH System by Client or an Applicant. 1.9 “Client Specific Terms” means the terms and conditions specific to Client included in a Quote. 1.10 “Defect” means a failure of eSOPH System to substantially conform to the functional specifications set forth in the Master Agreement or the Documentation. 1.11 [Deleted]. MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 2 OF 24 Version: July 14, 2023 1.12 “Documentation” means any training materials, product descriptions, technical descriptions, flow charts, or other written or other tangible documentation provided or made available to Client by MMI that describes or depicts the functionality of the eSOPH System. 1.13 “Entry” has the meaning ascribed to it in Section 2.3.2. 1.14 “eSOPH System” means MMI's "electronic Statement Of Personal History" web-based software system designed and developed to assist with pre-employment background investigations, and all related Software. The eSOPH System allows MMI’s clients to manage pre-employment background investigations of persons who apply for employment and volunteer positions with Client. 1.15 “Intellectual Property Rights” means all intellectual property rights throughout the world, whether existing under intellectual property, unfair competition or trade secret laws, or un der statute or at common law or equity, including but not limited to: (i) copyrights, trade secrets, trademarks, trade names, patents, inventions, designs, logos and trade dress, “moral rights,” mask works, rights of personality, publicity or privacy, and any other intellectual property and proprietary rights; and (ii) any registration, application or right to apply for any of the rights referred to in this clause; and (iii) any and all renewals, extensions and restorations thereof, now or hereafter in force and effect. 1.16 “Subscription Term” shall have the meaning given in Section 4.1 (Term). 1.17 “Subscription Year” shall mean the twelve (12) month period following the Effective Date and the twelve (12) month period following each anniversary of the Effective Date. 1.18 “Administrative User” means an Authorized User of Client’s choosing listed on the Exhibit A who is authorized to grant initial eSOPH System login and password credentials to another Authorized User to access and use the eSOPH System and either (a) has completed an initial training session provided by MMI on or around the Setup Date or (b) is a successor designated by Client and qualifies in accordance with Section 2.6 (Administrative Users). 1.19 “Quote” means the written quotation delivered by MMI to Client for Subscription Fees, Setup Fees and Support Services and other costs and fees agreed by the Parties, applicable during the Subscription Term. Each Quote agreed to by the Parties is hereby incorporated into this Agreement, and the terms of the current Quote are hereby made material terms of this Agreement which shall supersede any conflicting prior terms. 1.20 “Renewal Term” shall have the meaning given in Section 4.2 (Renewal). “Subscription Term” may be used interchangeably with “Renewal Term”, and the terms shall be interpreted to have the same effect and application, unless expressly stated otherwise. 1.21 “Security Incident” means an unauthorized third party gaining access to Client Data in MMI’s storage, possession, or care if it was accessed in unencrypted readable form and either (a) it creates a substantial risk of harm to Client or any individual(s) or (b) applicable law requires notification to individuals’ whose personal information was accessed. 1.22 “Services” means, collectively, the provision of the eSOPH System in accordance with the Section 2.9 (Support Services), related professional services, and any other services to be provided by MMI to Client pursuant to this Agreement. 1.23 “Service Credit” means a credit or refund issued pursuant to Section 2.14.2 (Uptime Guarantee; Remedies for Excessive Downtime) for failure to meet the Availability standards set forth in Section 2.14 (Availability Standards). 1.24 “Setup Date” means the day of activation and setup of Client’s access to the eSOPH System, which will occur on the first day of training unless otherwise specified and agreed to in writing by the Parties. 1.25 “Software” means the eSOPH System, related proprietary software owned by MMI, and any third- party software required to operate the eSOPH System, all in machine readable, object code form, together with all enhancements, modifications, corrections and amendments thereto. MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 3 OF 24 Version: July 14, 2023 1.26 “Software Fees” means fees paid for Entries, licensing fees for access to the eSOPH System, and any fees paid for maintenance and support allocable to a given calendar month. Such fees that are paid on an annual basis shall be pro-rated (e.g., fees paid for a Subscription Term shall be divided by 12 to determine the monthly amount) Software Fees allocable to a given month. Software Fees excludes fees paid for professional services (e.g., training, customization, set-up, or installation) and fees paid for corrective work outside the scope of the Support Services described in Section 2.9 (Support Services). 1.27 “Support Request” means a written request for resolution of a Defect submitted by Client to MMI. 1.28 “Support Services” means the support and maintenance services described in Section 2.9 (Support Services). 1.29 “Total Authorized Cost” shall have the meaning given in Section 3.6 (Total Contract Cost Authorized). 2. eSOPH SYSTEM LICENSE AND SUPPORT SERVICES 2.1 License Grant. MMI, by this Subscription, hereby grants to Client a revocable, limited license to access and use the eSOPH System commencing on the Setup Date and for the remainder of the Subscription Term in accordance with the terms and conditions of this Agreement. MMI will provide the eSOPH System to Client in accordance with the Quote for the then-current Subscription Term and terms of this Agreement (or any applicable successor Agreement). 2.2 Authorized User Designation. Client shall designate all current Administrative Users of the eSOPH System in accordance with Section 2.6 (Administrative Users). A current Administrative User may grant System access to additional Authorized Users. Client shall ensure its Authorized Users’ compliance with the terms of this Agreement, and Client assumes and accepts all responsibility and all liability for each of Client’s Authorized Users, and any user whom the Client, or Client’s Authorized Users, grants eSOPH System access, including all their acts or omissions while accessing and using the eSOPH System and/or any information obtained through such access and use. 2.2.1 [Deleted] 2.2.2 [Deleted] 2.3 Set-Up and Use of the eSOPH System. 2.3.1 Upon execution of this Agreement by both parties and MMI’s receipt of a purchase order issued by Client in accordance with Section 3 (Fees and Payments), MMI will commence work with Client to establish Client’s account on the eSOPH System and provide setup and training for Client’s access and use of the eSOPH System. 2.3.2 For each Applicant, an Authorized User (with appropriate permission levels set in the eSOPH System), must create an entry method into the eSOPH System for the Applicant. One method is by entering the Applicant's legal name and other identifying information into the eSOPH System. This is considered an "Entry." An Authorized User, may then grant access to the eSOPH System to the Applicant, who may use it to submit information to assist Client in executing its background investigation of such Applicant. The s econd entry method is for an Authorized User to create an access code within the eSOPH System. The access code, if given out to Applicants, will allow those Applicants with the access code to access the system with no further data entry by any Authorized User. The Applicant(s) then has/have access to the eSOPH System to submit information to assist Client in executing its background investigation of such Applicant(s). Each Applicant who accesses the system via the access code option will also be considered an “Entry”. Any Authorized Users may access and use the eSOPH System for the purpose of adding information, and accessing and reviewing information submitted by Applicant(s). Any Authorized User, including Applicants, must be capable of entering into legally binding agreements. MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 4 OF 24 Version: July 14, 2023 2.3.3 If Client intends to allow Authorized Users who are legal minors to access and use the eSOPH System, Client will, at Client’s sole expense and risk, provide a legally sufficient release agreement to be executed by the minor’s legal guardian(s), prior to the minor’s access to the eSOPH Sys tem. The release must include language legally sufficient to hold MMI harmless and release MMI of all liability. Client agrees it shall be solely liable for such use, and will retain all executed release agreements, and will provide MMI a fully legible copy of the requested release agreement(s), if so requested by MMI, within five calendar days of MMI’s request. Client is solely responsible for researching and complying with all laws regarding a minor’s access to and use of the eSOPH System. 2.4 Restrictions on Use. 2.4.1 Except as expressly permitted below, Client (including its Authorized Users) is strictly forbidden from entering at any time fictitious data (e.g., names, social security numbers, addresses, phone numbers or other data) into the eSOPH System for “testing,” “training,” or any other purpose. MMI reserves the right to invoice Client at MMI’s then-standard hourly rate, for the removal of any fictitious data entered by any Authorized User. MMI will provide to Client a “fake” applicant name and the other information necessary to conduct training and testing with its Authorized Users, at Client’s request. MMI will remove the “fake” applicant from the eSOPH System, after requested by Client, at completion of Client’s testing or training. 2.4.2 Client may use the eSOPH System only to aid in pre-employment background investigations for those Applicants who have applied for employment or a volunteer positio n within the Client’s specific government agency (e.g., state government, township, county, city, and village). Client may not use the eSOPH System on behalf of other government agencies or entities. MMI reserves the right to invoice Client all fees equivalent to if the other entity were a direct Client of MMI. Client agrees to pay the fees in accordance with Section 3 (Fees and Payments). 2.4.3 Client shall not, and shall not permit any person to, access or use the eSOPH System to send or store obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children, or which infringes or otherwise violate third-party privacy rights, or harmful computer code. 2.5 Acknowledgment of Ownership and Limited License Rights. As between MMI and Client, MMI is the sole and exclusive owner of the eSOPH System (including all updates), Documentation, and all Intellectual Property Rights associated therewith. The eSOPH System is licensed , not sold, to Client. Client shall have only the rights specifically granted by MMI under this Agreement. No additional rights are granted or may be inferred. Client shall not: (i) make any modifications to any portion of the eSOPH System to which it is not intended to have access, via the user interface; (ii) copy, modify, or create derivative works or improvements of any portion of the eSOPH System, Software or Documentation; (iii) rent, lease, lend, sell, sublicense or assign eSOPH or the Documentation to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service ; (iv) attempt to reverse engineer, disassemble, reverse translate, decompile, decode or copy any portion of the eSOPH System, Software or Documentation; (v) access or use eSOPH for the development, provision, or use of a competing software service or product, nor assist any third- party in doing so; (vi) remove any patent, trademark, service mark, copyright or other proprietary rights notices which MMI places on the eSOPH System, Software or Documentation; or (vii) take any other actions inconsistent with the limited rights granted by this Agreement. 2.5.1 Client shall immediately notify MMI of any activity to which it becomes aware which may constitute infringement or attempted infringement of MMI’s rights in and to the eSOPH System or any third- party rights, including violations of intellectual property law(s). Client shall provide MMI with all reasonable assistance necessary or desirable for MMI to protect any of its rights, including without limitation its Intellectual Property Rights, in connection with the eSOPH System and agrees, upon written request from MMI, to furnish any and all records and information regarding the party suspected of infringement. 2.6 Administrative Users. Client shall designate one person as their Primary Administrative User on Exhibit A, which is hereby incorporated into this Agreement. Client may designate additional Administrative Users MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 5 OF 24 Version: July 14, 2023 authorized to contact MMI for Support Requests pursuant to Sections 2.9 (Support Services) and 2.10 (Support Request Requirements). As described within this Agreement, the person(s) listed in the Exhibit A are the only representatives of Client authorized to contact and submit support requests to MMI, and they are responsible for troubleshooting all Authorized User and Applicant issues prior to submitting support requests to MMI. Client is responsible for maintaining a current list of the Administrative User(s) with MMI, and must notify MMI within 48 hours of any change in an Administrative User by providing MMI an updated Exhibit A listing all of Client’s Administrative Users. Client shall be responsible for training replacements for any of Client’s Administrative Users. If Client requests MMI provide replacement training, such training shall be provided at MMI’s then-standard rates for training. Client shall pay MMI’s then standard hourly rate for support and assistance provided to Administrative Users necessitated from Client’s failure to designate a properly trained person as an Administrative User. 2.7 System Updates. The eSOPH System may be updated on an as-needed basis by MMI or MMI contracted service providers. Client may need to update its Internet browsers, connections, Internet service, and some hardware from time to time to permit ongoing compatibility with the eSOPH System. 2.8 Sample Forms. The scope, content, format and other details of information and materials requested from Applicants through eSOPH as well as the forms and fields used to collect such information are within the exclusive control of Client and its Authorized Users. Any default or sample forms or fields provided or pre-loaded on the eSOPH System (“Sample Forms”) are provided by MMI “as is” with no warranty of any kind, express or implied. If Client uses such Sample Forms, Client does so at Client’s own risk, and Client is solely responsible for evaluating such Sample Forms’ suitability for Client’s purposes and making any necessary or appro priate changes, including without limitation changes required for compliance with laws and regulations that apply to Client. Client understands MMI does not maintain or provide updates to forms or other content within the control of Client through the user interface. Client is responsible for all updates to forms to maintain compliance with their own internal policies as well as state and federal regulations and laws. 2.9 Support Services. MMI shall provide the following services (the “Support Services”) with respect to the eSOPH System: 2.9.1 MMI will use its commercially reasonable efforts to: (i) maintain the eSOPH System so that it operates without Defects; (ii) host and make the eSOPH System Available at all times excluding Scheduled Downtime; and (iii) cure or minimize the adverse impact of any Defect as soon as is reasonably practicable after such Defect is reported in accordance with this Section 2.9 (Support Services). 2.9.2 Subject to Client’s maintaining suitable environments and systems that are compatible, MMI shall provide, install, and implement, as they become available, any bug fixes of the eSOPH System that are provided by MMI free of additional charge to all licensees of the eSOPH System. 2.9.3 Excluded Services. The Support Services do not include any of the following: (a) configuration of other applications required to access eSOPH System, including, but not limited to Client’s internet service, operating systems, firewalls, or networking components; (b) Client’s ongoing training needs; (c) any version upgrades of Client’s 3rd party software used in connection with the eSOPH System; (d) enhancements, modifications, or customization to the eSOPH System performed at the Client’s request and not intended to resolve a Defect; (e) any version or release of the eSOPH System that MMI may issue as a separate edition, including an alternative or premium version of eSOPH System for which additional fees may be required to access; or (f) resolution of Defects caused by any of the events described in Section 2.13 (Exclusions), below. 2.9.4 MMI Support Hours. MMI will provide support as outlined in this Agreement 365 days a year, 24 hours a day. 2.10 Support Request Requirements. Client must comply with all of the following requirements as a condition to receiving Support Services: 2.10.1 Attempted Resolution by Administrative User(s). Client’s Administrative User(s) shall act as the first line of support to troubleshoot any Defects experienced by Applicants and Authorized Users. Only MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 6 OF 24 Version: July 14, 2023 when an Administrative User cannot resolve the Defect should a Support Request be submitted to MMI. If a Defect is reported to MMI that an Administrative User, based on the initial training provided by MMI concurrent with setup of Client’s account to access the eSOPH Platform, should have been abl e to resolve without MMI’s assistance, MMI may refer such Defect back to Client’s Administrate User(s) for resolution. 2.10.2 Submission by Administrative User(s). All Support Requests must be submitted by and through one of the Administrative Users on Client’s most current Designation Form (Exhibit A). MMI is not required to respond to or resolve any Support Request that is submitted by a person other than a current Administrative User. 2.10.3 Information Required in Support Request. Each Support Request must include the following information, at a minimum (“Minimum Required Information”): (a) Client’s reasonable, good faith classification of the priority (High, Medium, or Low) of the reported Defect in accordance with the priority levels and definitions contained in Section 2.12 (Resolution Targets and Priority Levels), below, with explanation; (b) Names of Applicants, References and Authorized Users involved with clear notation of their title; (c) Date and time of each occurrence; (d) Computer operating system used by party experiencing the defect; (e) Name of internet browser and version; (f) Specific steps to allow MMI personnel to recreate the issue; (g) Exact wording of any error message received, URL or name of page it was received on, or a screen shot of the error; (h) A description of all steps previously completed to resolve the defect; and (i) If MMI has permission to contact the party directly, if needed. Include contact information. 2.10.4 Additional Information. In addition to the Minimum Required Information listed above, Client shall promptly provide MMI with such other information, files, and records related to the Defect that MMI reasonably requests. 2.10.5 Access to Systems. Subject to Client’s applicable security requirements, Client shall provide MMI with access to and use of all systems and environments determined necessary by MMI to provide timely Support Services pursuant to these terms. If Client is unable to provide access, the Parties agree MMI may decline to fix the defect if a reasonable alternative is not available to MMI. 2.11 Response Times. MMI shall provide an initial response acknowledging each complete and validly submitted Support Request no later than 1 business day after it is received. 2.12 Resolution Targets and Priority Levels. MMI will prioritize resolution of Defects according to their severity, and not necessarily based on the order in which they were reported. Defects reported in Support Requests shall be classified using the priority levels and definitions set forth in the Table 2.12 (Priority Levels), below. Although Client is required to propose a priority level in its Support Request, MMI may reclassify the priority level of a Defect in its sole reasonable discretion, and such determination by MMI shall be final and controlling. MMI shall use its best commercially reasonable efforts to cure Defects within the target resolution times set forth in Table 2.12 (Priority Levels), which periods of time shall commence when a Support Request containing all Minimum Required Information is submitted. MMI shall have no obligation to respond to or resolve a Support Request (other than notifying Client that the Support Request is incomplete) unless and until all Minimum Required Information is provided. “Priority Levels” are defined in the following Table 2.12 (Priority Level MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 7 OF 24 Version: July 14, 2023 TABLE 2.12 PRIORITY LEVELS Priority Description Target Resolution Time High: Complete outage or severe impact to Client’s business function A Defect is High priority if it (a) prohibits utilization of some or all functionality of the eSOPH System by all or most Authorized Users or Applicants; (b) has a serious potential impact to Client’s business (e.g., an impacted business function is halted completely); and (b) no reasonably effective workaround is available. 24 hours Medium: Partial outage or a workaround available A Defect is Medium priority if it has a moderate impact on Client’s business or it has a potentially serious impact but a reasonably effective workaround is available. For example, a Defect would have Medium priority if it only a small group of Authorize Users or Applicants are affected, or an impacted business function is not halted completely but is merely inconvenienced, or the issue can otherwise be circumvented by a reasonably effective and available workaround (e.g., use of a different web browser), other work functions can be completed in the meantime. 3 Business Days Low: Cosmetic Issue, cosmetic defect A Defect is Low priority it is merely cosmetic or has a negligible impact to Client’s business functions, or other work functions can be completed in the meantime. 10 Business Days 2.13 Exclusions. MMI shall not be responsible for resolving and expressly disclaims liability and responsibility for lack of Availability or Defects to the extent caused by any of the following: 2.13.1 Client’s negligence, abuse, misapplication, misconfiguration, or misuse of eSOPH System, including use of the eSOPH System in violation of the Master Agreement or any written instructions provided by MMI to Client from time to time; 2.13.2 Use of eSOPH System with any hardware, operating system ver sion or network environment that is not supported by MMI, or other problems resulting from defects in Client’s or a third party’s software or hardware; or 2.13.3 Problems with Client and/or its Authorized Users’ telecommunications systems, Client and/or its Authorized Users’ internet service provider, or the public internet to the extent affecting internet performance on a general basis (e.g., such as a regional outage), natural disasters, denial of service attacks, acts of terrorism, labor strikes, any other force majeure event, or any other event reasonably beyond MMI’s control. 2.14 Availability Standards 2.14.1 Scheduled Downtime. MMI shall strive to avoid and minimize disruptions to the availability and functioning of the eSOPH System. The eSOPH System may be unavailable for scheduled backup and system maintenance (“Scheduled Downtime”) during off-peak hours between the hours of 10:00 p.m. and 3:00 a.m., Pacific Standard Time (the “Maintenance Window”). On a limited and discretionary basis, MMI may adjust the Maintenance Window to occur between the hours of 7:00 p.m. and 3:00 a.m. Pacific Standard Time by providing Client with at least 24 hours’ notice posted on the log-in screen of the eSOPH System. MMI shall use its best commercially reasonable efforts to schedule all planned downtime during such Maintenance Window. If emergency maintenance must be performed on the eSOPH System which, in MMI’s sole discretion, cannot wait MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 8 OF 24 Version: July 14, 2023 until the normal Maintenance Window, MMI will promptly notify Client of such lack of Availability (in advance, if possible) and undertake reasonable commercial efforts to minimize the impact and duration of any such maintenance activity. Any such downtime for maintenance occurring outside the Maintenance Window shall not be deemed Scheduled Downtime for purposes of calculating the Availability percentage described in Section 2.14.3, below. 2.14.2 Uptime Guarantee; Remedies for Excessive Downtime. MMI shall provide Availability of the eSOPH System at least 99% of the time, excluding Scheduled Downtime and lack of Availability caused by the events described in Sections 2.13 and 2.14.3. In the event the Availability of the eSOPH System falls below 99% in any calendar month, MMI will issue to Client a service credit (“Service Credit”) in the form of additional Entries equal to the percentage of Entries purchased by Client for the calendar month (Entries per current Subscription Term divided by the total months in the respective Subscription Term) set forth in the table below corresponding to the actual Availability of the Software. To receive Service Credits, Client must submit a written request to MMI within fifteen (15) days after the end of the calendar month in which the eSOPH System failed to achieve 99% Availability, or Client’s right to receive Service Credits with respect to such unavailability will be waived by Client. The remedies stated in this Section are Client’s sole and exclusive remedies and MMI’ sole and exclusive obligations for service interruption or lack of Availability. 2.14.3 Availability is measured by the following formula: x= (n - y) *100 / n where: “x” is the Availability percentage; “n” is the total number of hours in the given calendar month minus Scheduled Downtime; and “y” is the total number of downtime hours exclusive of Scheduled Downtime and downtime caused by the events set forth in Section 2.13 (Exclusions) in the given calendar month. TABLE 2.14 DOWNTIME FEE CREDIT Availability Percentage of Monthly Software Fees Credited > 99.0% 0% 95.0% - < 99% 3% 90.0% - < 95.0% 5% 80.0% - < 90.0% 10% 3. FEES AND PAYMENT 3.1 Subscription, Setup and Support Fees. Client will pay to MMI the amounts for services in accordance with Section 3 (Fees and Payments). Payments made to MMI by Client will be in USD. 3.1.1 Client Set-up. Upon receipt of this fully executed Agreement and Client’s purchase order, MMI will begin the set-up process of Client on the eSOPH System in accordance with the terms of the Agreement. If Client requests the setup date and time be changed from what was originally stated by Client, Client is responsible for reimbursing MMI for all costs MMI incurs in making the travel arrangement adjustments, if travel was necessary. (a) Client is responsible for scheduling end user training with MMI within 45 calendar days from the date of admin setup and training. End user training must be completed within 60 calendar days from the date of admin setup and training. If Client fails to complete the end user training within the timeline stated, the admin setup and training will need to be redone. MMI will invoice Client again for the admin setup and training. Client agrees to pay such invoice in accordance with the payment terms outlined in this Agreement. MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 9 OF 24 Version: July 14, 2023 3.1.2 Fees for Subscription and Support. Client is responsible to pay for all services listed on the Quote(s) that have been accepted through Client’s issuance of a Purchase Order. Client shall also be responsible for payment of all amounts due for data storage and used optional services. The cost of these services are listed on all Quotes and invoices, either in line or in the lower section of the Quote provided to Client. 3.1.3 Additional Training. After the initial training has been completed, additional training requested by Client will be billed to Client at a rate of $200.00 USD per hour. Additional onsite training will be billed at a minimum of 8 hours, plus travel and lodging expense accommodations which are reasonable under government agency standards and practices. Requests must be received by MMI in writing from an Administrative User listed on Exhibit A, or higher authority. MMI reserves the right to charge $200.00 USD per hour for all off- site/remote training, with a one-hour minimum. 3.1.4 Corrective Services. MMI reserves the right to Invoice Client $200.00 USD per hour for any corrective services Client requests. Corrective Services are typically services needed by Client from MMI to correct a mistake made by Client’s Authorized Users, which cannot be correc ted by Client through the User Interface. Requests must be received by MMI in writing from an Administrative User listed on the Exhibit A, or higher authority. A one-hour minimum will be charged for Corrective Services performed by MMI, which do not require travel. Corrective Services which requires MMI to travel will be billed at $200.00 USD per hour, with an eight (8) hour minimum charge, plus all costs and expenses. 3.1.5 Entries. (a) The number of Entries desired by Client for their Subscription Year shall be included in a Quote provided to the Client. The entire quantity of Entries listed on the Quote will be added to Client’s eSOPH system once Client’s Purchase Order on the Quote is received by MMI. Entries added thereafter during a given Subscription Term will automatically incur an additional twenty percent (20%) administrative fee in addition to the per-Entry fee. If the purchase is for 100 or more Entries, the administrative fee will be waived. (b) Unused Entries which have been paid for will be carried over automatically to the next Subscription year, when eligible. To be eligible, client may not have any outstanding invoices that are past due by more than 30-days. (c) Fixed-Price Entries. Client may elect to purchase an agreed number of Entries at an agreed fixed price for future Subscription Years as listed in Table 3.2 (Multi-year Subscription Term Fees and Credits), below, in which case Client shall be obligated to pay the annual invoices for the agreed number of Entries (listed in Table 3.2) as they come due each Subscription Year, for the duration of the Subscription Term or any Renewal Term, as applicable. This option is limited to multi-year subscriptions. (d) Non-Fixed-Price Entries. If Client does not elect to purchase an agreed number of Entries for future Subscription Years, then pricing of Entries will be subject to MMI’s then-standard rate for Entries. 3.1.6 Data Storage Overage. Data storage used in excess of the “Storage Credit" listed in Table 3.2 (Multi-year Subscription Term Fees and Credits), or in an accepted Quote, will be invoiced at the price listed on the most current Quote Client has accepted for the applicable Subscription Year. Invoicing intervals for Data Storage fees will be set at the discretion of MMI, but not more often than every three (3) months. Data storage is calculated by the space used by Client on the main production system(s) only; space used for backups is not invoiced. Due to time zone differences, data usage calculations may vary by up to three hours. Client may not carry over credit for Data Storage not used during a Subscription Year. Archive data storage used by Client (subject to availably) will be invoiced at the price listed on the most current Quote Client has accepted. 3.1.7 Fee for Administrative User(s). The fee paid for Support Services defined in Sections 2.9 through 2.14 shall obligate MMI only to provide support as defined to the Primary Administrative User(s) and Backup Primary Administrative User in the current Exhibit A form and paid for by the Client. Fees for Support Services will be listed in a Quote accompanying a Quote for Entries for the Subscription Year. MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 10 OF 24 Version: July 14, 2023 3.1.8 Fee for Fax Service. A fee for the optional fax service module shall be listed on a Quote provided to Client, when the fax service module has been requested by Client. Fax service shall not be enabled on Client’s account unless Client accepts the Quote through issuance of a purchase order received by MMI. In addition to the fax service module, Client will be charged for each page/unit faxed or received, in accordance with the page/unit rates listed on the Quote containing the fee for the fax service module. 3.2 Invoices; Payment. Invoices shall be issued in accordance with the payment terms set forth in this Agreement. All pre-approved expenses and other charges, if applicable, will be listed on the invoice as a separate item. The Parties agree the terms and conditions of this Agreement will supersede any conflicting or additional terms set forth in any purchase order documents. Unless otherwise provided in this Agreement, Client will pay the undisputed amounts of any invoices within thirty (30) days of the invoice date. 3.2.1 To request additional Entries and related services, Client shall email Accounting@MillerMendel.com with the number of Entries and a list of other services they wish to be included on a quote. Client shall also include the top step hourly rate for the classification conducting the background investigations within their agency. When MMI receives Client’s Purchase Order, the Entries and other applicable services will be added to Client’s eSOPH system and Client will be invoiced for those services. For more information regarding eSOPH pricing, please request MMI’s eSOPH Pricing Information document. TABLE 3.2 MULTI-YEAR LICENSE TERM FEES AND CREDITS (Used for Multiyear Agreements only. See Quote for Single Year Subscription Agreements.) Subscription Year Fee for Entries Fee for Support Services Fee for Setup Data Storage Credit (GB) N/A 3.3 Disputes. Client will notify MMI of any disputed charges, in writing, within 15 days from the date of invoice. Any dispute must be reasonable given the terms of this Agreement. The written dispute will include the bases of the dispute and cite all term(s) of the Agreement that validate Client’s bases for dispute. MMI and Client will attempt in good faith to resolve any dispute. If the Parties resolve the dispute, MMI will re-invoice for the agreed amount and payment will be due upon receipt of the invoice. If the Parties fail to resolve the dispute within thirty (30) days after the notice by Client, then MMI will consider all disputed amounts as immediately due and payable, and failure of Client to make payment shall be considered a “Failure to Pay” pursuant to Sections 3.4 and 3.5, below. 3.4 Taxes and exemptions. Client shall also pay or arrange exemption from any taxes, charges, or other fees imposed on its use of the eSOPH System (other than taxes on MMI’s income), including any applicable sales and/or use tax. If Client is a government agency and represents it is exempt from state or local sales or use tax, and it’s later determined Client is not exempt from such tax, Client is responsible for paying or reimbursing MMI for all outstanding sales or use tax, including any penalties and interest. 3.5 Failure to Pay. If Client fails to pay any undisputed sums when due, MMI may, in its sole discretion, place Client’s account in a Restricted Mode as follows: (a) if any undisputed amount on an invoice remains unpaid sixty (60) days after the date of the original invoice, MMI suspend Client’s ability to create new Entries (Client would still be able to access existing Entries/Applicants); (b) if any undisputed amount on an invoice remains unpaid ninety (90) days after the date of the original invoice, MMI may suspend or terminate any and all of Client’s access to the eSOPH System, including access by its Authorized Users and Applicants, in whole or in part, MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 11 OF 24 Version: July 14, 2023 and cease to perform any and all of its obligations under this Agreement . These actions shall be in addition to, and not in lieu of, any other rights or remedies MMI may have at law or equity and are not a waiver of any such remedies. 3.6 [Deleted] 4. TERM, RENEWAL AND TERMINATION 4.1 Term. The term of this Agreement will commence as of the Effective Date and will continue through 12-months (a “Subscription Term”), and as renewed pursuant to Section 4.2 (Renewal), unless terminated by one or both Parties in accordance with this Agreement, or terminated automatically by the terms of this Agreement. If no fixed Subscription Term is provided, then the Subscription Term and Renewal Terms shall be on a year-to-year basis, coextensive with the Subscription Year. 4.2 Renewal. Except as written in Section 4.3, this Agreement shall automatically renew upon MMI’s receipt of Client’s purchase order. 4.2.1 For fixed multi-year Subscription Terms listed in Section 3.2, in the absence of a newly- executed multi-year agreement then receipt of a purchase order from Client for the next Subscription Year, received by MMI prior to the end of the final Subscription Year of the current multi-year Subscription Term, shall automatically renew this Agreement on a year-to-year basis upon the same terms of this Agreement and the Quote upon which Client’s purchase order is based. 4.2.2 For purposes of clarity, so long as Client continues to timely pay invoices for Data Storage fees and any Support Services requested by Client, this Agreement shall continue in effect, including Renewals, and Client shall retain access to the data from its existing Applicant Entries. The amount invoiced for data storage overage shall be consistent with the amount(s) listed in the Quote for the prior Subscription Year, unless MMI gives Client sixty (60) days’ notice of a data storage price change. If Client does not pay the data storage fee(s) within fifty-nine (59) days from the date listed on the original invoice , MMI may terminate this Agreement and, at MMI’s sole discretion, permanently delete Client’s data and/or revoke Client’s access to the eSOPH System. 4.3 Termination. 4.3.1 If this Agreement is not renewed in accordance with Section 4.2, it shall automatically terminate upon expiration of the then-current Subscription Term. 4.3.2 Either Party may terminate this Agreement prior to expiration of a Subscription Term without cause upon sixty (60) days prior written notice to the other Party, provided that: (a) If Client terminates this Agreement prior to expiration of the current Subscription Term or current Renewal Term without cause, all fees for the remainder of the respective Subscription Term or Renewal Term listed in Table 3.2 (Multi-year Subscription Term Fees and Credits), Client entered multi-year subscription agreement, shall become due and payable. Client shall pay all such fees in addition to any balance already outstanding within thirty (30) days of receipt of invoice. (b) If MMI terminates this Agreement prior to expiration of the Subscription Term or Renewal Term without cause, MMI will issue Client a refund for up to 25% of the remaining Entries, minus any outstanding charges owed by Client. MMI does not issue refunds in greater amounts, or for other circumstances, due to the upfront expenses MMI sustains from continuous maintenance of the eSOPH System. 4.3.3 MMI may terminate this Agreement immediately for cause upon any breach by Client of Section 2.4 (Restrictions on Use), or Section 2.5 (Acknowledgement of Limited Rights); or if Client or any of its Authorized Users violates MMI’s Intellectual Property Rights. 4.3.4 Either Party may terminate this Agreement with cause upon thirty (30) days written notice to the other Party in the event the other Party: (a) becomes insolvent; (b) makes an assignment for the benefit of creditors; (c) files a voluntary bankruptcy petition; (d) acquiesces to any involuntary bankruptcy petition; (e) is MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 12 OF 24 Version: July 14, 2023 adjudicated bankrupt; (f) ceases to do business; (g) or other reason amounting to any violation of law connected to the use of the eSOPH System. 4.3.5 Without limiting the Parties respective rights in Sections 4.3.3 and 4.3.4 above, either Party may terminate this Agreement with cause in the event that the other Party breaches this Agreement and the breaching Party does not cure such breach within thirty (30) days after receiving written notice of the breach and intent to terminate from the non-breaching Party. If either Party gives notice to the other for substantially the same breach three (3) times during a twelve (12) month period, the non-breaching Party may terminate this Agreement immediately with cause upon receipt of the third notice by the breaching Party. 4.3.6 A Party’s termination of this Agreement under this Section 4.3 does not limit either Party from seeking other appropriate legal remedy for any breach. 4.4 Effect of Termination. In the event of termination hereunder, except as set forth in Section 4.3.2(b) above in the event MMI terminates without cause, Client shall have no right to a refund upon termination. Upon termination, MMI will not issue any refunds to Client for payments made pursuant to Section 3 of this Agreement, unless the reason for termination is an independent, sole act of MMI and also without cause. Client shall be obligated to pay in full upon Termination all invoices which were not disputed prior to the Termination. Client may continue to access the information for previously entered Applicants in the eSOPH System for a period of thirty (30) calendar days. 4.5 Survival. Where the context, nature, or express terms of any provision indicates intent that it shall survive termination or expiration of this Agreement, then it shall survive the same, including without limitation Sections 1 (Definitions), 2.4 (Restrictions on Use), Error! Reference source not found. (Acknowledgement of Ownership and Limited License Rights), 3 (Fees and Payment), 4.3 (Termination), 5 (Data Access, Confidentiality and Security), 6 (Representations and Warranties), 7 (Limitation of Liability; Mutual Indemnification), 9 (Corrective Actions), 10 (Insurance), 11 (Notices) and 12 (General Terms and Conditions). 5. DATA ACCESS, CONFIDENTIALITY AND SECURITY 5.1 Authorized User Access Only. Client is responsible for all use of its Authorized Users accounts on the eSOPH System. Client shall ensure that its Authorized User(s) properly control and limit access to the eSOPH System to Client’s appropriate Authorized Users, and that Client’s Authorized Users properly protect their logins, passwords and all other login credentials to prevent unauthorized access and misuse of Client Data, Applicant Data and any other information that may be accessed through the eSOPH System. Client is responsible for its own policy regarding Authorized Users changing their passwords, minimum password complexity requirements beyond what is required by the eSOPH System, and which computer terminals may be used to access the eSOPH System by its Authorized Users, including any unattended devices or computer s logged into the eSOPH System. Client shall ensure any previous Authorized User who no longer has a valid purpose to access the eSOPH System will have their eSOPH System login credentials disabled within the eSOPH System, without delay. Former Authorized Users who separate from their relationship with Client shall have their login credentials immediately disabled, without delay, by Client. Client will ensure that each Authorized User has unique login credentials; an Authorized User may not share or disclose its login credentials to any other person, even if such other person is also an Authorized User. 5.2 Two-Factor Authentication. Client acknowledges the eSOPH System offers optional two-factor authentication using Google Authenticator. This service is automatically available to those Clients who desire a two-factor frontend login process. 5.3 Client’s Sharing of Applicant Data. The eSOPH System allows Client to externally share Applicant data and other information about Applicants from the eSOPH System. If Client or its Authorized User(s) share Applicant Data or other information about an Applicant with a third party, Client must: (i) possess valid, signed authorization from each Applicant whose Applicant Data or information is to be shared, legally adequate to authorize Client to share such Applicant Data or information, (ii) refrain from violating any law, policy, term or rule by sharing, transmitting or otherwise disclosing such Applicant Data or information, and (iii) keep the Applicant MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 13 OF 24 Version: July 14, 2023 Data and information secure and private in accordance with any and all applicable privacy laws, and other legal requirement(s) and obligation(s). 5.4 MMI’s Sharing of Basic Applicant Data. Client acknowledges and understands a valuable part of the eSOPH System is the ability for Client to see if an Applicant has been entered into the eSOPH System by other MMI client(s). If Client enters an Applicant into the eSOPH System, the eSOPH System will disclose if any other MMI client has previously entered the same Applicant into the eSOPH System. “Basic Applicant Data” information produced to other MMI clients is limited to: Agency/entity name, position applied for, entered date, and closed date. The eSOPH System will also display the point of contact for any other agency(s) who have previously entered the Applicant into the eSOPH System. If Client purges their backgrounds from the eSOPH System, the Basic Applicant Data (as defined in this Section) will remain on the eSOPH System and be visible to other MMI clients. Further information regarding another agency’s entry of an Applicant, must be gained through that agency’s permission and their own internal process(es). 5.5 Security Incident. In the event MMI learns of a Security Incident, MMI will make every effort to notify Client within 24-hours of learning of the breach. Notification will be made to at least one of Client’s Administrative Users listed on Exhibit A via telephone and email. Notifications will only be made when an actual Security Incident has occurred; if the data is encrypted, by industry standards, no Security Incident is considered to have occurred and no notification will be made. At the request of Client, and with Client’s cooperation and assistance, MMI will work together with law enforcement and other personnel in connection with the unauthorized access into the eSOPH System. MMI takes the privacy and security of data seriously, and uses reasonable administrative, technical, and physical safeguards to protect the confidentiality and security of all Client Data. Clients are encouraged to review MMI’s eSOPH Security Overview, which is updated as needed by MMI from time to time and is available upon request. 5.6 Ownership of Client Data. Client owns all Client Data entered into the eSOPH System by its Authorized Users and its Applicants, including Applicant Data entered in response to the Client’s request for information to process an Applicant’s background investigation. 5.7 Post-Termination Retention of Data. Without limiting Client’s rights to Client Data and Applicant Data hereunder, MMI may retain and store the following data during and after the term of this Agreement: Applicant name, Applicant telephone number, Applicant mailing address, Applicant email address, Applicant year of birth, date the Applicant was entered into the eSOPH System, Applicant’s background investigation close date, position Applicant has applied for with Client, and the legal agreements (e.g., MMI’s Electronic Signature Agreement, Terms of Use and Privacy Policy) related to any Authorized User’s or Applicant’s use of the eSOPH System. MMI may retain such information and use it to comply with applicable law and the eSOPH System Terms of Use and Privacy Policy and for the purposes described in Section 5.4 (MMI’s Sharing of Basic Applicant Data). Other than as stated in this Agreement, MMI will not use such information for other purpose. 5.8 Confidential Information. In performance of this Agreement, the Parties may directly or indirectly disclose to each other confidential information, proprietary information, or confidential data (“Confidential Information”). “Confidential Information” shall include any data and/or information that is identified by either Party as confidential (either orally or in writing) or is of such a nature that a reason able person would understand such information to be confidential, including, but not limited to, (a) trade secrets or confidential business information of either Party, including without limitation information about such Party’s technology, financial information, and plans; and (b) personal information of employees, Applicants, and Authorized Users, including but not limited to, images, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver’s license numbers, medical data, law enforcement records, educational records or other information identifiable to a specific individual that relates to any of these types of information (“Personally Identifiable Information” or “PII”). 5.9 Exclusions from Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information the receiving Party can prove by clear and convincing written contemporaneous evidence is: (1) publicly known through no fault or negligence of the receiving Party; (2) rightfully MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 14 OF 24 Version: July 14, 2023 possessed by the receiving Party prior to disclosure by the disclosing Party; (3) rightfully obtained by the receiving Party from a third-party in lawful possession of such Confidential Information without obligation of confidentiality; (4) independently developed by the receiving Party without reference to or use of the disclosing Party’s Confidential Information. 5.10 Restrictions on Use and Disclosure. Each party shall not use the other party’s Confidential Information for any purpose other than performance of its obligations and exercise of its rights under this Agreement. Furthermore, each party shall not disclose the other party’s Confidential Information to any third party except to such party’s employees, contractors, and other representatives who (a) have a bona fide need to know such Confidential Information for purposes of performing this Agreement, (b) have been informed of the confidential nature of such information, and (c) have agreed in writing or are otherwise legally bound not to use or further disclose such information except as permitted by this Agreement. 5.11 Disclosure Required by Law. Notwithstanding the foregoing, Confidential Information may be disclosed by a receiving Party to the extent required to be disclosed by public disclosure law or a court order, subpoena, or similar legal requirement; or necessary to disclose to prevent severe physical injury to or loss of life of an individual; provided, however that the receiving Party shall notify the disclosing Party prior to such required disclosure promptly and sufficiently in advance to permit the receiving Party to contest or limit such required disclosure, including without limitation redaction of trade secret information prior disclosure. 5.12 Public Records Request. MMI acknowledges that, if Client is a public entity, it is at all times subject to state public records acts, as now existing or as amended. If Client is a public entity and receives a public records request for all or any portion of this Agreement, including any documents or materials provided to Client under this Agreement, generally such information may be deemed a public record and disclosure may be necessary to the public records requester. 5.13 Storage and Encryption. During the Term of this Agreement, MMI will store and maintain Client Data and Applicant Data for use and access by Client and its Authorized Users under the terms of this Agreement. MMI will ensure industry standard data encryption methods are in place for storage of Client Data and Applicant Data. The encryption shall meet or exceed CJIS standards. All Client Data shall be stored within the United States. 5.14 CJIS Compliance; Background Checks. MMI will comply with Criminal Justice Information Systems (“CJIS”) rules and regulations as they may apply to Applicant and Client data. MMI shall ensure all employees and contractors of MMI granted access to Client Data satisfactorily complete a background check and meet the requirements set forth by CJIS for access to Client Data. 5.15 Backups. For Client Data on the production system, MMI shall record snapshot copies of Client Data hourly during the Term and shall record full backup copies of Client Data once per week. Backup copies are stored on both MMI’s production server, to enable a quick restore if necessary, and remotely within Amazon Web Services GovCloud. Backup records that are older than one calendar week are automatically purged from MMI’s production system. At least three months of backup copies are stored remotely within AWS GovCloud. MMI uses proprietary software to monitor the automated tasks of Microsoft SQL. For Client Data the Client has sent to the archive storage solution: This data will be retained within the archive storage solution until such time client purges such data. Data sent to archive storage by the Client is not backed up to help control costs and offer a less expensive long-term storage solution for the Client. 5.16 [Deleted] 5.17 Acts or Omissions of Client. MMI shall have no responsibility or liability with respect to, and Client shall solely be responsible and liable for, any Security Incident and any loss, expense, damage, cost, or liability associated therewith, to the extent caused by or resulting from any act or omission of Client or Client’s Authorized Users, employees, contractors (excluding MMI), or agents, including without limitation: (a) their loss of control of any device; (b) their failure to maintain the confidentiality of their log -in credentials; (c) their transmission of data via methods that are not secure; (d) any vulnerability in their environment, systems, hardware, software, or physical or administrative security safeguards or procedures; (e) their use of the eSOPH Platform in MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 15 OF 24 Version: July 14, 2023 violation of this Agreement or any Documentation; (f) their failure to obtain adequate release(s), waiver(s), or legally or contractually required consent; (g) Client’s failure to maintain hardware and software that are compatible with any updated or security patches released and implemented by MMI; (h) Client’s declining to implement two-factor authentication as described in Sections 5.2 (Two-Factor Authentication). 6. REPRESENTATIONS AND WARRANTIES 6.1 Client represents and warrants that: 6.1.1 Client has full right, power and authority to enter into and perform its obligations according to the terms of this Agreement; 6.1.2 To Client’s knowledge, the Client Data does not and will not infringe or misappropriate any copyright, patent, trade secret, trademark, or other proprietary right held by any third-party and is free of any lien, claim, security interest or encumbrance; and 6.1.3 Neither Client nor any of its employees has received, offered or provided, nor will it receive, offer or provide, directly or indirectly, any gift, gratuity, favor, entertainment, loan or other thing of monetary value to any employee or agent of MMI as an inducement to do business with MMI. Client further warrants its Authorized Users have not, and will not engage in any collusion with any other potential supplier to secure this Agreement. 6.2 MMI represents and warrants that: 6.2.1 MMI has full right, power and authority to enter into and perform its obligations according to the terms of this Agreement; 6.2.2 To MMI’s knowledge, the Software complies with all applicable national, state, and local laws and regulations and, to MMI’s knowledge, does not contain any material that infringes, violates, or misappropriates the Intellectual Property Rights of any third party, and (ii) to the extent the Software contains any materials subject to third party rights, MMI has obtained any and all necessary clearances, releases, approvals, licenses, or consents from third parties and made any and all required payments to third parties (including without limitation to unions or guilds) so that Client and its Authorized Users can exercise the rights and licenses authorized under this Agreement; 6.2.3 For the Term of this Agreement, the eSOPH System will operate substantially in conformance with any written specifications contained in any Documentation and in this Agreement, including the Client Specific Terms of the Quote. MMI’s sole obligation to Client and Client’s sole remedy under this warranty is to correct the eSOPH System so it will perform within any r epresented specifications or refund the related license fee, whole or in part. This warranty is void if any unauthorized modifications are made to the eSOPH System or if the eSOPH System is not used in compliance with the terms of this Agreement; and 6.2.4 Except for the limited warranty provided in this Agreement, the eSOPH System and any other MMI products and services are provided “As Is” and MMI disclaims all warranties, express or implied, that may arise either by the Parties’ agreements or by operation of law, including without limitation any warranty of merchantability or fitness for a particular purpose. MMI does not warrant the operation of the eSOPH System shall be error or “bug” free or that the eSOPH System will meet the requirements or expectations o f Client, its Authorized Users or Applicants. 7. ASSUMPTION OF RISK; LIMITATION OF LIABILITY 7.1 Assumption of Risk; Limitation of Liability. Each Party shall be solely liable for third party claims arising from any willful or negligent act or failures to act, or the errors or omissions, of the Party’s owners, officers, employees, agents or contractors. Excepting for the breach provisions of this Agreement, neither Party to this Agreement, nor any of such Parties’ respective Affiliates, trustees, directors , officers, employees, fellows or agents shall be responsible or liable to the other Party for any injury, loss, or damage of any kind, including but not limited to indirect, special, incidental consequential, punitive damages or lost profits, relating to design, MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 16 OF 24 Version: July 14, 2023 development, specification, manufacture, production or use of the eSOPH software and services or any part thereof. The limitations on liability of the previous sentence shall apply even though a Party may have been advised of the possibility of such injury, loss or damage. This paragraph shall not apply to any obligations to maintain specific insurance requirements pursuant to any provision of this Agreement. Nothing in this Agreement shall be construed to limit any remedies available to the Parties in law or equity, including but not limited to injunctive relief and/or the mutual indemnification obligations herein. 7.2 Mutual Indemnification. To the extent permitted by law, each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (the “Indemnified Party”), including each of the Indemnified Party’s respective Affiliates, officers, directors, shareholders, employees, representatives, agents , successors and assigns (each an “Indemnified Person”), from and against all claims by any third party asserted in any cause of action, and including any damages, penalty, cost or expense (including reasonable attorneys' and witnesses' fees and costs), to the extent such cause of action arises from (a) the Indemnifying Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by the Indemnifying Party of any of its representations, warranties, covenants or obligations under this Agreement; PROVIDED, however, such indemnity shall not extend to claims arising from any breach of this Agreement or willful or negligent act by the Indemnified Party or an Indemnified Person of the Indemnified Party, and provided that: (i) the Indemnified Person promptly notifies the Indemnifying Party of the claim in writing; and, (ii) the Indemnified Person and Indemnified Party provide the Indemnifying Party with the assistance, information and authority necessary to perform the Indemnifying Party’s obligations under this Section. The Indemnified Person shall be entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, losses, damages, costs, expenses and penalties. The Indemnifying Party shall not enter into any settlement which includes an admission of negligence or wrongdoing by any Indemnified Person, without the prior written consent of such Indemnified Person. 8. NOTIFICATION OF THIRD-PARTY ACTION OR CLAIM. Client shall notify MMI of any third party lawsuit, action, and proceeding or claim brought or threatened by a third party against Client or its employee, subcontractor, or other representative or agent based in part on Client’s or an Applicant’s use of the eSOPH System, including without limitation (a) claims regarding privacy, security, collection, use, processing, or disclosure of Client Data collected through or stored by the eSOPH System, (b) and claims where it is reasonably likely that MMI will be named as a party or witness. 9. CORRECTIVE ACTIONS. If all or any part of the Software is held, or MMI determines that it could be held, to infringe, wrongfully use or misappropriate any third-party intellectual property right, MMI at no cost to Client: (a) will procure for Client the right to continue using the eSOPH System in accordance with its rights under this Agreement; (b) replace the item with a substantially equivalent item that does not infringe, wrongfully use or misappropriate any third-party intellectual property rights; or (c) modify the item (without material loss of functionality) so that it no longer infringes, wrongfully uses or misappropriates any third -party intellectual property right. If MMI is unable to successfully accomplish any of the actions described above after using its commercially reasonable best efforts to accomplish each of them in a timely manner, then MMI will refund to Client a pro-rated amount of the license fees paid by Client hereunder in connection with the unused portion of its licensed rights to the eSOPH System under this Agreement. The remedies set forth in this Section 9 are Client’s sole and exclusive remedy and MMI’s sole obligation with respect to breach of the warranty contained in Section 6.2.2. 10. INSURANCE 10.1 Throughout the Term MMI, at its sole expense, will carry and maintain: (a) Commercial General Liability Insurance in the amount not less than $1,000,000 combined single limit per occurrence, $2,000,000 aggregate; (b) Professional Liability Insurance in the amount not less than $1,000,000 per claim and in the aggregate; and (c) “Cyber” Insurance in the amount not less than $1,000,000 combined single limit occurrence, $2,000,000 aggregate. MMI will request a Certificate of Insurance from the insurance agent or carrier listing Client as an Additional Insured, and provide the certificate to the Client. MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 17 OF 24 Version: July 14, 2023 10.2 Client represents it is self-insured or has appropriate insurance to fulfill and maintain its obligations and duties under this Agreement. 11. NOTICES. All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by messenger, delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed to MMI or Client at the following addresses: For Miller Mendel, Inc., copy of Notice(s) to: For Client, copy of Notice(s) to: Mr. Kurt Rylander Office of the Chief of Police Rylander & Associates Stillwater Police Department 406 W 12th St 216 4th St N Vancouver, WA 98660 Stillwater, MN 55082 12. GENERAL TERMS AND CONDITIONS 12.1 Assignment. Client may not assign any of its rights or obligations under this Agreement without the prior written consent of MMI, which may be withheld at MMI’s sole discretion. MMI may assign this Agreement and MMI’s rights and obligations under this Agreement as part of a merger or an ac quisition of MMI’s line of business, provided that such acquirer is willing and able to assume and perform MMI’s obligations under this Agreement. Subject to this Section 12.1, this Agreement will inure to the benefit of and be binding upon the heirs, successors, subcontractors, and assigns of the respective Parties. 12.2 Compliance With Laws. Each Party will, at its expense, obtain all permits and licenses, pay all fees, and comply with all federal, state and local laws, ordinances, rules, regulations, codes and orders applicable to its performance under this Agreement. 12.3 Construction. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, then that provision of the Agreement will be enf orced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. 12.4 Governing Law. This Agreement will be governed by, and construed in accordance with the laws of the state Client is located within, as applied to contracts performed therein but without reference to its choice of law rules, or the federal laws as applied to contracts performed with the United States government. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed. 12.5 Headings. The headings and sections in this Agreement and any exhibit, are for convenience and will not be construed to define or limit any of the terms or affect the meaning or interpretation of this Agreement and any exhibit. 12.6 Independent Contractor. MMI and Client are independent contractors under this Agreement, and nothing in this Agreement may be construed to create a partnership, joint venture, franchise or agency or fiduciary relationship between them. Neither Party has any authority to enter into agreements or make any representations of any kind on behalf of the other Party. MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 18 OF 24 Version: July 14, 2023 12.7 Nonexclusive Agreement. It is expressly understood and agreed that this Agreement does not grant to Client any exclusive privileges or rights, and MMI may contract with other clients and customers. 12.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The parties agree that any facsimile copy, including those exchanged electronically as a .pdf, of a signed counterpart of this Agreement will be treated the same as a signed original of this Agreement. 12.9 Entire Agreement. This Agreement together with the Quotes and any exhibits attached hereto contains the entire agreement and understanding of the Parties with respect to the transactions and matters contemplated herein, supersedes all prior and contemporaneous agreements or negotiations between Client and MMI concerning the subject matter hereof, and cannot be amended except by a writing dated subsequent to this Agreement and signed by both Parties. To the extent the terms and conditions of this Agreement conflict with the terms and conditions of an exhibit, the terms and conditions of this Agreement will control. Terms and/or conditions listed in purchase orders(s) from Client that are in conflict with or in addition to the terms of this Agreement are not accepted by MMI. No course of dealing or usage of trade may be invoked to modify the terms and conditions of this Agreement. 12.10 Copies Shall Be Considered Originals. Any complete, legible signed copy of this Agreement shall be considered an original. 12.11 Signing Authority. Client represents and warrants the person executing this Agreement is a duly authorized officer or representative of the Client, and has full authority to execute this Agreement, including any amendment thereto, for and on behalf of Client. Client understands that it is fully responsible to ensure the authority of its signatory under to this Agreement and is responsible for any actual or consequential damages incurred by MMI in the event of a breach of this Section by Client. 12.12 Cooperative Agreement. The provisions of this Agreement will be extended to other city, county or state governmental entities within the state the Client is located, at then-current pricing. Governmental entities wishing to use this Agreement (hereinafter referred to as the “Cooperative Entity”) will be responsible for obtaining a Quote specific to their entity, issuing their own purchase documents/price agreements, providing for their own acceptance, and making any subsequent payments in accordance with the Terms of this Agreement. To determine pricing for Cooperative Entities, MMI will use the then current pricing formula used for all Cooperative Entities within the state Client is located within. The Cooperative Entity wishing to use this Cooperative Agreement must execute with MMI a supplemental Agreement with at least one paragraph specifying they wish to use this Cooperative Agreement and agree to be bound by the terms of the Cooperative Agreement. The Agreement with the Cooperative Entity electing to use this Cooperative Agreement shall include language that MMI shall hold harmless and defend Client (as defined on the first paragraph of page 1 of this Agreement) from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this Cooperative Agreement. Failure to include such language will be considered a material breach of this Agreement and grounds for immediate Agreement termination. Cooperative Entities are responsible for obtaining all certificates of insurance and bonds required. MMI is responsible for providing each Cooperative Entity a copy of this Agreement upon request by the cooperative entity. Client makes no guarantee of usage by other users of this Agreement. The extension of the terms of this Agreement to other entities pursuant to this clause shall be subject to MMI’s discretion as to whether MMI has capacity and ability to do so, including but not limited to personnel, management, equipment, technical and/or financial limitations. 12.13 [Deleted] 13. Social Intelligence Corporation Services Option Client Initials: _________: Section 13 terms are applicable. 13.1 SIC Services. This Section 13 (Social Intelligence Corp. Services Option) describes optional services available to Client for additional cost. Client may subscribe to, and MMI agrees to provide, a service - MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 19 OF 24 Version: July 14, 2023 through the eSOPH System to deliver access to Social Intelligence Corp. (“SIC”) internet and social media background screening and/or monitoring of Applicants to produce monitoring reports, screening reports, and social intelligence monitoring (collectively, “SIC Reports”) and other services as may be available from SIC through the eSOPH System (the “SIC Services”). 13.2 Fees and Payment. Fees and payments for the SIC Services are governed by the terms and conditions set by SIC pursuant to the SIC Agreement, the terms of which are hereby incorporated by reference into this Agreement upon Client’s execution of their signature below. 13.3 Protection of Applicant Data. Any information, materials, data or other content made available to MMI, including any SIC Reports, transmitted by an Applicant or by a Client about an Applicant to the eSOPH System that is used for the SIC Services is Applicant Data. Client agrees that Client shall be solely responsible for assuring the secure and confidential manner in which Client stores, delivers, and transmits SIC Services to its Authorized Users 13.4 Client Use of SIC Services. For each SIC Report requested, Client shall (i) identify the end-user of the SIC Report; (ii) certify the purpose for which the SIC Report will be used; and (iii) certify that the SIC Report will be used for no other purpose 13.5 Compliance with Laws. Client agrees that compliance with all federal, state, and local laws, rules, ordinances, and regulations (collectively, “Applicable Laws”) applicable to (i) Client’s access, collection, storage, transmission, receipt and use or obtaining of the SIC Reports or Applicant Data, (ii) the particular industry in which Client does business, and/or (iii) Client’s business operations or structure, is the sole responsibility of Client. Without limiting the foregoing, Client agrees to comply with all applicable requirements of the Fair Credit Reporting Act, 15 U.S.C. 1681 et seq. (“FCRA”) and further agrees to the following: 13.5.1 Client certifies that it is a user of ‘consumer reports’ and will only use SIC Reports for “employment purposes” and no other (as those terms are defined in 15 U.S.C. § 1681(a)). 13.5.2 Client must comply with all applicable procedures and requirements of the FCRA and applicable state law, including, but not limited to: (i) providing a proper disclosure, (ii) obtaining a written authorization, (iii) providing a certification to MMI that it will comply with the FCRA and will not use the SIC Reports in violation of any EEO law or regulation, and (iv) following the adverse action requirements set forth in the FCRA and applicable state laws. Client agrees to take all reasonable measures to enforce said requirements. 13.5.3 Client, and not MMI, is solely responsible for compliance under the FCRA. 13.5.4 To the extent permitted by law, Client agrees to defend, indemnify and hold MMI and SCI harmless from any and all claims or damages related to the SIC Reports or arising from adverse actions (as set forth in Section 7.2 herein) by Client against Applicant based on eSOPH’s SIC Services. 13.6 Notice and Consent. In using the SIC Services, Client shall comply with all applicable privacy and data security laws and the respective, then-current privacy policies of MMI and SIC, as applicable. Without limiting the foregoing, Client certifies that: 13.6.1 Client will ensure that prior to procurement or to causing the procurement of an SIC Report for employment purposes: (i) a clear and conspicuous disclosure has been made in writing to Applicant in a document that consists solely of the disclosure that an SIC Report may be obtained for employment purposes; and (ii) Applicant has authorized in writing the procurement of the report by Client; 13.6.2 Client is solely responsible for retaining and will retain all executed Applicant authorization agreements. Client will provide MMI a fully legible copy of Applicant authorization agreements if so requested by MMI within five calendar days of MMI’s request; and 13.6.3 Client will provide any legally required notices or disclosures and will obtain legally adequate consent from all Applicants as required by Applicable Laws. MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 20 OF 24 Version: July 14, 2023 13.7 Employment Decisions Based on an SIC Report. Client certifies that, if required under the FCRA, before taking any adverse action based in whole or in part on the SIC Report generated by SIC Services for employment purposes, Client will provide to the Applicant about whom the report relates (i) a copy of the report, (ii) a description in writing of the rights of Applicant as prescribed under the FCRA; and (iii) a statement that information from the SIC Report and the SIC Services will not be used in violation of any applicable federal or state equal employment opportunity law or regulation. Client agrees it is solely responsible for any adverse actions taken against an Applicant and for Client’s compliance under the FCRA. 13.8 SIC Services Permitted Use. Client represents and warrants to MMI that it shall only access and use the SIC Services for Client’s own internal business and solely in the manner explicitly permitted in the Agreement. Client agrees that it shall not: 13.8.1 change, modify, copy, add code to, create derivative works based on any aspect of, or otherwise alter the SIC Services in any manner; 13.8.2 reverse engineer; disassemble; decompile; in any way attempt to recreate, obtain, perceive or derive the source code of; or translate the SIC Services; 13.8.3 use, transform, modify, assess or adapt the SIC Services for use for any other purpose, including but not limited to assist in the development or functioning of any product or service that is competitive, in part or in whole, with any existing or reasonably anticipated product or service of SIC; 13.8.4 distribute, publish, transmit or disseminate in any form or by any means (including but not limited to via the internet) any part of the SIC Services or data; 13.8.5 allow any third party to access the SIC Services; 13.8.6 sell, sublicense, resell, lease, rent, time-share or otherwise transfer any of the SIC Services or data; 13.8.7 use the SIC Services or data to identify or solicit potential customers for its products or services; 13.8.8 use the SIC Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children, or violate third -party privacy rights; and 13.8.9 gain or attempt to gain unauthorized access to; disrupt the integrity or performance of; or damage, disable, overburden or impair the operation of the SIC Services or the data contained therein. 13.9 Notification of Security Breach. In addition to the other data breach and/or safeguards provisions of this Agreement, in the event Client determines that physical or electronic safeguards have been breached or that any other unauthorized access to Applicant Data has occurred (in each case, a “Breach”) that directly affect provision of the SIC Services, Client shall notify MMI of the Breach within 24 hours of discovery. Such notice shall be in writing and shall include all information known by Client as of the date and time of notification. 13.10 SIC Intellectual Property Rights. Client acknowledges that SIC has expended substantial time, effort and funds to create and deliver the SIC Services. All SIC intellectual property not related to the eSOPH System is and will continue to be SIC’s exclusive property. Nothing contained in this Addendum shall be deemed to convey to Client or to any other party any ownership interest in or to intellectual property or data provided in connection with SIC and eSOPH’s SIC Services. 13.11 No Representations or Warranties. Without limiting the provisions of Section 6 of the Agreement, MMI makes no representations or warranties as to the value, accuracy, or suitability of the SIC Services. Client agrees to be solely responsible for Client’s use of the SIC Services. 13.12 Termination. In addition to and without limiting Section 4.3 of the Agreement, MMI may terminate the optional SIC Services provided pursuant to this Section 13 at any time with or without cause or notice at MMI’s MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 21 OF 24 Version: July 14, 2023 sole discretion without penalty. Termination of the SIC Services shall not constitute termination of the eSOPH MSSSA. 14. Experian Services Option Client Initials: _________: Section 14 terms are applicable. 14.1 Experian Services. This Section 14 (Experian Services Option) describes optional services available to Client for additional cost. Client may subscribe to a service through the eSOPH System to deliver access to the Experian Information Solutions, Inc. (“Experian”) functionality to obtain consumer credit reports and investigative consumer reports (collectively, “Credit Reports”) about Applicants and other services as may be available from Experian through the eSOPH System (the “Experian Services”). 14.2 Applicant Data. Data transmitted by an Applicant or by a Client about an Applicant to the eSOPH System that is used for the Experian Services is Applicant Data. For Applicant Data used for the Experian Services, the Parties agree to each, at minimum, meet the requirements set forth in 16 C.F.R. § 314.4, and take all necessary steps reasonably designed to (i) ensure the security and confidentiality of Experian Services and Applicant Data, (ii) protect against any anticipated threats or hazards to the security or integrity of the Experian Services and Applicant Data, and (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any Applicant. 14.3 Fair Credit Reporting Act. Client agrees that Client, not MMI, is solely responsible for compliance under the Fair Credit Reporting Act of 1996, as amended (15 US Code 1681) (“FCRA”). Client further acknowledges and agrees as follows: 14.3.1 Client agrees and understands that it must comply with the “FCRA Requirements” notice and Experian’s “Access Security Requirements.” Client agrees to take all reasonable measures to enforce said requirements. 14.3.2 Client acknowledges receipt of a copy of the Summary of Consumer Rights prescribed by the Bureau of Consumer Financial Protection (“Bureau”) under Section 609(c)(1) of the FCRA and agrees to attach a copy of such Summary of Consumer Rights to each Credit Report used for employment purposes as required by Section 604(b)(3)(A)(ii) of the FCRA. 14.3.3 Client certifies it will request and use the Experian Services strictly in accordance with FCRA. Without limiting the foregoing, Client certifies that it will request and use the Experian Services solely in connection with (i) a single credit transaction with a consumer, or, if applicable, for another “permissible purpose” as defined by the FCRA; and (ii) transactions involving the consumer about whom such information is sought and will not request or use such Experian Services for purposes prohibited by law. Client further certifies that it will comply with all requirements of the FCRA applicable to it. If Applicant makes a timely request to Client, Client may share the contents of Applicant’s report with Applicant as long as Client does so without charge and only after authenticating Applicant’s identity. 14.3.4 Client agrees it is solely responsible for and subject to compliance under all federal, state and local laws, rules and regulations applicable to Client’s access, collection, storage, transmission, receipt, and use of the Experian Services and data. Further, Client shall comply with the FCRA. 14.4 Notice and Consent. In using the Experian Services, Client shall comply with all applicable laws, including but not limited to FCRA and applicable privacy and data security laws. Without limiting the foregoing, Client certifies that: 14.4.1 Client will ensure that prior to procurement or to causing the procurement of a Credit Report for employment purposes: (i) a clear and conspicuous disclosure has been made in writing to Applicant in a document that consists solely of the disclosure that a Credit Report may be obtained for employment purposes; and (ii) Applicant has authorized in writing the procurement of the report by Client; - MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 22 OF 24 Version: July 14, 2023 14.4.2 Client is solely responsible for retaining and will retain all executed Applicant authorization agreements. Client will provide MMI a fully legible copy of Applicant authorization agreements if so requested by MMI within five calendar days of MMI’s request; and 14.4.3 Client will provide any legally required notices or disclosures and will obtain legally adequate consent from all Applicants as required by applicable laws. 14.5 Death Master File. Client acknowledges that Experian Services may contain information from the Death Master File as issued by the Social Security Administration. Pursuant to Section 203 of the Bipartisan Budget Act of 2013 and 15 C.F.R. § 1110.102, Client certifies that, consistent with its applicable FCRA or Gramm-Leach- Bliley Act use of Experian Services, Client’s use of deceased flags or other indicia within the Experian Services is restricted to legitimate fraud prevention or business purposes in compliance with applicable laws, rules, regulati ons or fiduciary duty, as such business purposes are interpreted under 15 C.F.R. § 1110.102(a)(1). Client further certifies that it will not take adverse action against any Applicant without further investigation to verify the information from the deceased flag or other indicia within the Experian Services. 14.6 Employment Decisions Based on Credit Report. Client certifies that, before taking any adverse action based in whole or in part on the Credit Report generated by Experian Services for employment purposes, Client will provide to the Applicant about whom the report relates (i) a copy of the report, (ii) a description in writing of the rights of Applicant as prescribed by the Bureau under the FCRA; and (iii) a statement that information from the Credit Report and the Experian Services will not be used in violation of any applicable federal or state equal employment opportunity law or regulation. Client agrees it is solely responsible for any adverse actions taken against an Applicant and for Client’s compliance under the Bureau and FCRA. In addition to any other indemnification provisions of this Agreement, Client agrees to defend and hold MMI harmless from all claims or damages arising from adverse actions by Client against Applicant arising from use of eSOPH’s Experian Services. 14.7 Experian Services Permitted Use. Client represents and warrants to MMI that it shall only access and use the Experian Services for Client’s own internal business and solely in the manner explicitly permitted in the Agreement. Client agrees that it shall not: 14.7.1 change, modify, copy, add code to, create derivative works based on any aspect of, or otherwise alter the Experian Services in any manner; 14.7.2 reverse engineer; disassemble; decompile; in any way attempt to recreate, obtain, perceive or derive the source code of; or translate the Experian Services; 14.7.3 use, transform, modify, assess or adapt the Experian Services for use for any other purpose, including but not limited to assist in the development or functioning of any product or service that is competitive, in part or in whole, with any existing or reasonably anticipated product or service of Experian; 14.7.4 distribute, publish, transmit or disseminate in any form or by any means (including but not limited to via the internet) any part of the Experian Services or data; 14.7.5 allow any third party to access the Experian Services; 14.7.6 sell, sublicense, resell, lease, rent, time-share or otherwise transfer any of the Experian Services or data; 14.7.7 use the Experian Services or data to identify or solicit potential customers for its products or services; 14.7.8 use the Experian Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children, or violate third -party privacy rights; and 14.7.9 gain or attempt to gain unauthorized access to; disrupt the integrity or performance of; or damage, disable, overburden or impair the operation of the Experian Services or the data contained therein. MIL L E R MEN D E L , INC . MAS T E R SOF T W A R E SUB S C R I P T I O N SER V I C E S AGR E E M E N T (“ M S S S A ” ) PAG E 23 OF 24 Ve r s i o n : Ju ly 14, 2 0 2 3 14 . 8 Ex p e r i a n S e r v i c e s U s e R e s t r i c t i o n s . Cl i e n t a g r e e s t h a t i t w i l l n o t , e i t h e r d i r e c t l y o r i n d i r e c t l y , it s e l f o r t h r o u g h a n y a g e n t o r thi r d -pa r t y re q u e s t , c o m p i l e , s t o r e , m a i n t a i n , r e s e l l o r u s e t h e E x p e r i a n S e r v i c e s (i n c l u d i n g a n y o f t h e i n f o r m a t i o n c o n t a i n e d i n t h e C r e d i t R e p o r t ) t o b u i l d i t s o w n c r e d i t r e p o r t i n g d a t a b a s e . C l i e n t sh a l l b e s o l e l y r e s p o n s i b l e f o r a s s u r i n g t h e s e c u r e a n d c on f i d e n t i a l m a n n e r i n w h i c h i t s t o r e s , d e l i v e r s , a n d t r a n s m i t s Ex p e r i a n S e r v i c e s t o i t s Au t h o r i z e d U s e r s . 14 . 9 No t i f i c a t i o n o f S e c u r i t y B r e a c h . In a d d i t i o n t o a n y o t h e r d a t a b r e a c h an d / o r s a f e g u a r d s p r o v i s i o n s of t h i s A g r e e m e n t , i n t h e e v e n t C l i e n t d e t e r m i n e s th a t p h y s i c a l o r e l e c t r o n i c s a f e g u a r d s ha v e b e e n b r e a c h e d o r t h a t an y o t h e r u n a u t h o r i z e d a c c e s s t o A p p l i c a n t D a t a h a s o c c u r r e d ( i n e a c h c a s e , a “ Br e a c h ”) th a t d i r e c t l y a f f e c t pr o v i s i o n o f t h e Ex p e r i a n S e r v i c e s , C l i e n t s h a l l n o t i f y MM I of t h e B r e a c h w i t h i n 24 h o u r s o f d i s c o v e r y . S u c h n o t i c e sh a l l b e i n w r i t i n g a n d s h a l l i n c l u d e a l l i n f o r m a t i o n k n o w n b y C l i e n t a s o f t h e d a t e a n d t i m e o f n o t i f i c a t i o n . 14 . 1 0 Ex p e r i a n I n t e l l e c t u a l P r o p e r t y R i g h t s . Cl i e n t a c k n o w l e d g e s t h a t E x p e r i a n h a s e x p e n d e d su b s t a n t i a l t i m e , e f f o r t an d f u n d s t o c r e a t e a n d d e l i v e r t h e C r e d i t R e p o r t s a n d c o m p i l e i t s v a r i o u s d a t a b a s e s . A l l d a t a in E x p e r i a n ’ s d a t a b a s e s a n d a n y o t h e r i n t e l l e c t u a l p r o p e r t y n o t r e l a t e d t o th e eS O P H S y s t e m t h a t a r e p a r t o f E x p e r i a n ar e a n d w i l l c o n t i n u e t o b e E x p e r i a n ’ s e x c lu s i v e p r o p e r t y . N o t h i n g c o n t a i n e d i n t h i s A d d e n d u m s h a l l b e d e e m e d t o co n v e y t o C l i e n t o r t o a n y o t h e r p a r t y a n y o w n e r s h i p i n t e r e s t i n o r t o i n t e l l e c t u a l p r o p e r t y o r d a t a p r o v i d e d i n co n n e c t i o n w i t h E x p e r i a n a n d e S O P H ’ s E x p e r i a n S e r v i c e s . 14 . 1 1 No R e p r e s e n t a t i o ns o r W a r r a n t i e s . Wi t h o u t l i m i t i n g t h e p r o v i s i o n s o f S e c t i o n 6 o f t h e Ag r e e m e n t , MM I m a k e s n o r e p r e s e n t a t i o n s o r w ar r a n t i e s a s t o t h e v a l u e , a c c u r a c y , o r s u i t a b i l i t y o f t h e E x p e r i a n Se r v i c e s . C l i e n t a g r e e s t o b e s o l e l y r e s p o n s i b l e f o r C l i e n t ’ s u s e o f t h e E xp e r i a n S e r v i c e s . 14 . 1 2 Te r m i n a t i o n . In a d d i t i o n t o a n d w i t h o u t l i m i t i n g S e c t i o n 4 . 3 o f t h is Ag r e e m e n t , M M I m a y te r m i n a t e th e E x p e r i a n S e r v i c e s at a n y t i m e w i t h o r w i t h o u t c a u s e o r n o t i c e a t M M I ’ s s o l e d i s c r e t i o n w i t h o u t p e n a l t y . Te r m i n a t i o n o f t h e E x p e r i a n S e r v i c e s s h a l l n o t c o n s t i t u t e t e r m i n a t i o n o f t h e e S O P H M S S S A . IN W I T N E S S W H E R E O F , t h e Pa r t i e s ha v e c a u s e d t h i s A g r e e m e n t t o b e d u l y e x e c u t e d by t h e i r r e s p e c t i v e d u l y au t h o r i z e d r e p r e s e n t a t i v e s . Fo r M i l l e r M e n d e l , I n c . ( “ M M I ” ) Au g u s t 1 7, 2 0 2 3 Ty l e r M i l l e r , P r e s i d e n t & C E O Dat e Fo r C l i e n t : Ci t y o f St i l l w a t e r Si g n a t u r e (R e q u i r e d ) Dat e Pr i n t nam e a n d tit l e (R e q u i r e d ) Si g n a t u r e (Op t i o n a l ) Da t e Pr i n t n a m e a n d t i t l e (O p t i o n a l ) I MILLER MENDEL, INC. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (“MSSSA”) PAGE 24 OF 24 Version: July 14, 2023 EXHIBIT A ADMINISTRATIVE USERS The Client hereby designates the following person(s) as Client’s Administrative Users. This listing is a complete listing of all Administrative Users, and completely replaces any prior completed Exhibit A. Note: Client may give multiple people “admin” permission within the system, at Client’s control and discretion. This form designates only those Administrative Users who may contact MMI for Support purposes. PRIMARY ADMINISTRATIVE USER: Name: Title/Position: Email: Primary Phone: BACKUP PRIMARY ADMINISTRATIVE USER: Name: Title/Position: Email: Primary Phone: Do not list more than one Primary Administrative User and one Backup Primary Administrative User.   DATE: September 19th, 2023 TO: Honorable Mayor and City Council FROM: Joe Kohlmann, City Administrator SUBJECT: Calling Bonds 2012A Overview: While conducting the Long Range Financial Plan, the City identified a call feature on the G.O. Capital Outlay and Refunding 2012A. The attached Resolution would initiate the process to call and pay off the 2012A G.O. bond. Recommendation Staff recommends adopting the attached Resolution and calling the 2012A G.O. bond. City of Stillwater Washington County, Minnesota RESOLUTION 2023-xxx RESOLUTION AUTHORIZING THE CALL OF THE OUTSTANDING GENERAL OBLIGATION CAPITAL OUTLAY AND REFUNDING BONDS, SERIES 2012A WHEREAS, by a resolution duly adopted on March 20, 2012 (the "Resolution"), the City issued $6,355,000 original principal amount of General Obligation Capital Outlay and Refunding Bonds, Series 2012A, dated April 1, 2012 (the "Bonds"). The City determines to call the $1,010,000 principal amount of the Bonds which are the 2024 through 2026 maturities (the "Outstanding Bonds") on November 1, 2023, at a price of par plus accrued interest. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Stillwater, Minnesota, as follows: 1. The City Council hereby determines to prepay on November 1, 2023, the Outstanding Bonds and the interest due thereon. 2. U.S. Bank Trust Company, National Association, Saint Paul, Minnesota, the bond registrar and paying agent for the principal and interest on the Bonds, is hereby authorized and directed to cause the Notice of Call for Redemption attached hereto as Exhibit A to be given in accordance with the provisions of the Resolution. Adopted by the Stillwater City Council this 19th day of September, 2023 CITY OF STILLWATER Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk EXHIBIT A NOTICE OF CALL FOR REDEMPTION GENERAL OBLIGATION CAPITAL OUTLAY AND REFUNDING BONDS, SERIES 2012A CITY OF STILLWATER, WASHINGTON COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Stillwater, Washington County, Minnesota, there have been called for redemption and prepayment on November 1, 2023 those outstanding bonds of the City designated General Obligation Capital Outlay and Refunding Bonds, Series 2012A, dated April 1, 2012, having stated maturity dates in the years 2024 through 2026 and totaling $1,010,000 in principal amount and having CUSIP numbers listed below: Year Amount CUSIP Number* 2024 $330,000 860745 EP9 2025 $335,000 860745 EQ7 2026 $345,000 860745 ER5 The bonds are being called at a price of par plus accrued interest to November 1, 2023, on which date all interest on the bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the office of U.S. Bank Trust Company, National Association, Attention: Paying Agent Services, 60 Livingston Ave, EP-MN- WS3C, Saint Paul, Minnesota 55107. Dated: September 19, 2023. BY ORDER OF THE CITY COUNCIL CITY OF STILLWATER, MINNESOTA /s/ Beth Wolf City Clerk * The City shall not be responsible for the selection of or use of the CUSIP numbers, nor is any representation made as to their correctness indicated in the notice. They are included solely for the convenience of the holder. DATE: September 19, 2023 TO: Honorable Mayor and City Councilmembers FROM: Tim Gladhill, Community Development Director SUBJECT: Professional Services Agreement for Heritage Preservation Staff Augmentation – Pigeon Consulting DISCUSSION In an effort to streamline the review process for Heritage Preservation Commission Applications and provide additional resources to Applicants and the Heritage Preservation Commission, Staff proposed to enter into a services agreement with Pigeon Consulting. Primarily, this group will assist with Design Review and Demolition Permit Review. As needed, this group can also assist with other policy review and projects related to Heritage Preservation. These services are paid by Application Fees paid by the Applicant. RECOMMENDATION Staff recommends that the City Council approve this agreement. ACTION REQUESTED Motion to approve the Professional Services Agreement with Pigeon Consulting. 1 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT (“Agreement”) is made and executed this _____day of ____________, 2023, by and between the City of Stillwater, 216 North Fourth Street, Stillwater, Minnesota 55082, (“City”) and Pigeon Consulting, LLC, 2395 University Avenue West, Suite 206, Saint Paul, Minnesota, 55114 (“Consultant”). WHEREAS, the City has accepted the proposal of the Consultant for certain professional services; and WHEREAS, Consultant desires to perform the services for the City under the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the mutual consideration contained herein, it is hereby agreed as follows: 1. SERVICES. a. City agrees to engage Consultant as an independent contractor for the purpose of performing certain professional Services (“Services”), as defined in the following documents: i. A proposal dated August 14, 2023, incorporated herein as Exhibit A. ii. Where the terms and conditions of this Agreement and those terms and conditions included in Exhibit A specifically conflict, the terms of this Agreement shall apply. b. Consultant covenants and agrees to provide Services to the satisfaction of the City in a timely fashion, as set forth in Exhibit A, subject to Section 7 of this Agreement. 2. PAYMENT. a. City agrees to pay and Consultant agrees to receive and accept payment for Services as set forth in Exhibit A. b. Any changes in the scope of the work of the Services that may result in an increase to the compensation due the Consultant shall require prior written approval by the authorized representative of the City or by the City Council. The City will not pay additional compensation for Services that do not have prior written authorization. c. Consultant shall submit itemized bills for Services provided to City on a monthly basis. Bills submitted shall be paid in the same manner as other claims made to City. 2 3. TERM. The term of this Agreement shall commence on the date listed in the initial paragraph of this Agreement and shall continue until terminated pursuant to Section 4 of this Agreement. 4. TERMINATION. a. Termination by Either Party. This Agreement may be terminated by either party upon thirty (30) days’ written notice delivered to the other party to the addresses listed in Section 13 of this Agreement. Upon termination under this provision, if there is no default by the Consultant, Consultant shall be paid for Services rendered and reimbursable expenses until the effective date of termination. b. Termination Due to Default. This Agreement may be terminated by either party upon written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement. The non-performing party shall have fifteen (15) calendar days from the date of the termination notice to cure or to submit a plan for cure that is acceptable to the other party. 5. SUBCONTRACTORS. Consultant shall not enter into subcontracts for any of the Services provided for in this Agreement without the express written consent of the City, unless specifically provided for in Exhibit A. The Consultant shall pay any subcontractor involved in the performance of this Agreement within the ten (10) days of the Consultant’s receipt of payment by the City for undisputed services provided by the subcontractor. 6. STANDARD OF CARE. In performing its Services, Consultant will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession in the same locality at the time the Services are provided. No warranty, express or implied, is made or intended by Consultant’s undertaking herein or its performance of Services. 7. DELAY IN PERFORMANCE. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include, but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war, riots, and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; judicial restraint; and inability to procure permits, licenses or authorizations from any local, state, or federal agency for any of the supplies, materials, accesses, or services required to be provided by either City or Consultant under this Agreement. If such circumstances occur, the nonperforming party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Consultant will be entitled to payment for its reasonable additional charges, if any, due to the delay. 3 8. CITY’S REPRESENTATIVE. The City has designated Tim Gladhill to act as the City’s representative with respect to the Services to be performed under this Agreement. He shall have complete authority to transmit instructions, receive information, interpret, and define the City’s policy and decisions with respect to the Services covered by this Agreement. 9. PROJECT MANAGER AND STAFFING. The Consultant has designated Tamara Halvorsen and Laurel Fritz to be the primary contacts for the City in the performance of the Services. They shall be assisted by other staff members as necessary to facilitate the completion of the Services in accordance with the terms established herein. Consultant may not remove or replace these designated staff without the approval of the City. 10. INDEMNIFICATION. a. Consultant and City each agree to indemnify, and hold harmless each other, its agents and employees, from and against legal liability for all claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are caused by its negligent acts, errors, or omissions. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of Consultant and City, they shall be borne by each party in proportion to its own negligence. b. Consultant shall indemnify City against legal liability for damages arising out of claims by Consultant’s employees. City shall indemnify Consultant against legal liability for damages arising out of claims by City’s employees. 11. INSURANCE. During the performance of the Services under this Agreement, Consultant shall maintain the following insurance: a. General Liability Insurance, with a limit of $2,000,000 for any number of claims arising out of a single occurrence. b. Professional Liability Insurance, with a limit of $2,000,000 for any number of claims arising out of a single occurrence. Consultant shall furnish the City with certificates of insurance, which shall include a provision that such insurance shall not be canceled without written notice to the City. The City shall be named as an additional insured on the General Liability Insurance policy. 12. OWNERSHIP OF DOCUMENTS. Professional documents, drawings, and specifications prepared by the Consultant as part of the Services shall become the property of the City when Consultant has been compensated for all Services rendered, provided, however, that Consultant shall have the unrestricted right to their use. Consultant shall retain its rights in its standard drawing details, specifications, databases, computer software, and other proprietary property. Rights to proprietary intellectual property developed, utilized, or modified in the performance of the Services shall remain the property of the Consultant. 4 13. NOTICES. Notices shall be communicated to the following addresses: If to City: City of Stillwater 216 North Fourth Street Stillwater, Minnesota 55082 Attention: City Administrator Or e-mailed: jkohlmann@ci.stillwater.mn.us If to Consultant: Pigeon Consulting, LLC 2395 University Avenue West, Suite 206 Saint Paul, Minnesota 55114 Attention: Tamara Halvorsen & Laurel Fritz Or emailed: tamara@pigeonconsulting.com; laurel@pigeonconsulting.com 14. INDEPENDENT CONTRACTOR STATUS. All services provided by Consultant, its officers, agents and employees pursuant to this Agreement shall be provided as employees of Consultant or as independent contractors of Consultant and not as employees of the City for any purpose. 15. GENERAL PROVISIONS. a. Assignment. This Agreement is not assignable without the mutual written agreement of the parties. b. Waiver. A waiver by either City or Consultant of any breach of this Agreement shall be in writing. Such a waiver shall not affect the waiving party’s rights with respect to any other or further breach. c. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Minnesota and any action must be venued in Washington County District Court. d. Severability. If any term of this Agreement is found be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. e. Data Practices Compliance. All data collected by the City pursuant to this Agreement shall be subject to the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. 5 f. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 6 CITY OF STILLWATER By: Ted Kozlowski, Mayor By: Beth Wolf, City Clerk Date: PIGEON CONSULTING, LLC ("CONSULTANT") By: _______________ _ Tamara Halvorsen, Principal and Co-Founder By:_~~~--· -- Laurel Fritz, Principal and Co-Founder Date:_vt __ /_f 4_/1/b ___ _ 7 PROPOSAL On-CALL HERITAGE PRESERVATION CONSULTING CONSULTING SERVICES FOR THE CITY OF STILLWATER August 14, 2023 651-340-5665 www.pigeonconsulting.com EXHIBIT A ?IGEON CONS U LT ING tA BLE OF CONTENTS Cover Letter 1 Qualifications 2 Scope of Services 7 Fee Proposal 8 August 14, 2023 Via Email TIM GLADHILL Community Development Director City of Stillwater 216 North Fourth Street Stillwater, Minnesota 55082 tgladhill@ci.stillwater.mn.us Dear Tim, Pigeon Consulting, LLC is pleased to provide this proposal for On-Call Heritage Preservation consulting services to support the City of Stillwater’s Community Development Department with technical heritage preservation expertise. Our proposal is based on our conversation on August 8, 2023. Our qualifications, proposed scope of services, and fee proposal are detailed in the pages that follow. Thank you for considering our proposal. Please do not hesitate to contact us with any questions. We look forward to working with you. Sincerely, Tamara Halvorsen, Laurel Fritz, Principal and Co-Founder Principal and Co-Founder cc: Yasmine Robinson, Planning Manager and Ben Gutknecht, Assistant City Planner 1 ABOUT US Pigeon Consulting was founded by Tamara Halvorsen and Laurel Fritz with the mission of helping public sector staff, non-profit organizations, historic building owners, and their project partners proactively and strategically engage in the historic preservation regulatory process. Pigeon Consulting facilitates conversations about historic preservation planning, leads regulatory consultation, and supports clients and stakeholders through the preparation of research, evaluation, design, and consultation documentation. We take a people-focused approach to historic preservation to ensure that our clients and their project partners have a clear understanding of the historic preservation and cultural resource management regulatory processes and know how to effectively use their preservation tools to provide meaningful impact. SERVICES •Historic Contexts and Surveys •National Register of Historic Places Evaluations and Nominations •Designation Studies and Design Guidelines •Heritage Preservation Regulatory Support and Administration •Section 106 Reviews and Cultural Resource Management Regulatory Strategy •Grant Support and Compliance QUALIFICATIONS AND CERTIFICATIONS 100% Women-Owned Business certified by the State of Minnesota as a Women Business Enterprise and a Targeted Group and Economically Disadvantaged Business Enterprise. Secretary of the Interior’s Professional Qualification Standards in History and Architectural History (36 CFR Part 61). 651-340-5665 www.pigeonconsulting.com 2 PROFESSIONAL EXPERIENCE 2021 - PRESENT PIGEON CONSULTING Principal and Co-Founder 2017 - PRESENT UNIVERSITY OF MINNESOTA Adjunct Assistant Professor 2014 - 2021 NEW HISTORY Historic Preservation Specialist EDUCATION & TRAINING UNIVERSITY OF MINNESOTA, COLLEGE OF DESIGN, MINNEAPOLIS, MN Master of Science, Architecture in Heritage Conservation & Preservation SAINT CATHERINE UNIVERSITY, SAINT PAUL, MN Bachelor of Arts, History & English Literature ADVISORY COUNCIL ON HISTORIC PRESERVATION SECTION 106 ESSENTIALS, WASHINGTON, D.C. NATIONAL PRESERVATION INSTITUTE, THE RECENT PAST: STRATGIES FOR EVALULATION QUALIFICATIONS Secretary of the Interior’s Professional Qualification Standards in History and Architectural History (36 CFR Part 61) PROFESSIONAL ACTIVITIES 2020 Preserve Minnesota Conference, Virtual Untangling Historic Preservation Planning 2019 Association for Preservation Technology Northeast Chapter Annual Symposium, Jersey City, NJ Historic Neighborhood Movie Theaters as Public Assets 651-340-5665 PRINCIPAL AND CO-FOUNDER www.pigeonconsulting.com tamara@pigeonconsulting.com TAMARA HALVORSEN 3 RELEVANT PROJECTS BEMIDJI FEDERAL BUILDING, Bemidji, MN National Register of Historic Places Evaluation. CITY OF ALBERT LEA, Albert Lea, MN Historic Preservation Design Guidelines. CITY OF EXCELSIOR, Excelsior, MN Historic Contexts and Historic Resource Designation Studies for City-Owned Properties. CITY OF FERGUS FALLS, Fergus Falls, MN Historic Contexts and Historic Resource Survey, Certified Local Government Grant Funded. CITY OF MINNEAPOLIS, Minneapolis, MN Period of Significance Evaluation and Historic Resource Survey of the Washburn-Fair Oaks Historic District, Certified Local Government Grant Funded. CITY OF ROCHESTER, Rochester, MN Historic Context for the Rochester State Hospital. CITY OF SAINT PAUL, Saint Paul, MN Section 106 Review for the Public Service Center Annex. INTERSECT, Minneapolis, MN Historic Preservation Consulting; Local Historic Preservation Approvals for New Construction in a Historic District. MINNEAPOLIS AMERICAN INDIAN CENTER, Minneapolis, MN National Register of Historic Places Evaluation, Section 106 Review. MINNEAPOLIS PUBLIC HOUSING AUTHORITY, Minneapolis, MN Reconnaissance Level Historic Resource Surveys and Section 106 Review for 15 project sites in Minneapolis. Section 106 Reviews for National Register of Historic Places Eligible High-Rise Properties. MINNESOTA HISTORICAL SOCIETY, Saint Paul, MN Consulting for Minnesota Historical Society Grants Program. NORTHERN LIGHTS MOTEL, International Falls, MN National Register of Historic Places Evaluation. RAMSEY COUNTY HISTORICAL SOCIETY, Saint Paul, MN National Register of Historic Places Evaluation and Section 106 Review of the Gibbs Farm. UNTIED PROTESTANT CHURCH, Duluth, MN National Register of Historic Places Evaluation, Legacy Grant Funded. WASHINGTON COUNTY, MN Historic Structure Report for the Washington County Courthouse in Stillwater WEST HAVEN VA HOSPITAL, West Haven, CT Section 106 Review, including design guidelines, community engagement, and agreement documents. 4 PROFESSIONAL EXPERIENCE 2021 - PRESENT PIGEON CONSULTING Principal and Co-Founder 2013 - 2020 NEW HISTORY Architectural Historian/Project Manager EDUCATION & TRAINING UNIVERSITY OF MINNESOTA, COLLEGE OF DESIGN, MINNEAPOLIS, MN Graduate Coursework, Heritage Conservation & Preservation SAINT OLAF COLLEGE, NORTHFIELD, MN Bachelor of Arts, Studio Art and Religion AIA Taliesin Colloquium on Modern Architecture, Scottsdale, AZ QUALIFICATIONS Secretary of the Interior’s Professional Qualification Standards in History and Architectural History (36 CFR Part 61) PROFESSIONAL ACTIVITIES 2016-2020 Minneapolis Heritage Preservation Commissioner April 2016 2015 STRUCTURE Magazine “More than Square: A Brief History of Architectural Concrete Block” “A Right to Establish a Home” Exhibit American Association for State and Local History Award of Merit with Greg Donofrio and Stearline Rucker 651-340-5665 PRINCIPAL AND CO-FOUNDER www.pigeonconsulting.com laurel@pigeonconsulting.com LAUREL FRITZ 5 RELEVANT PROJECTS ARTHUR AND EDITH LEE HOUSE, Minneapolis, MN National Register of Historic Places Nomination and “A Right to Establish a Home” Exhibition at the University of Minnesota, Legacy Grant Funded. BEMIDJI FEDERAL BUILDING, Bemidji, MN National Register of Historic Places Evaluation. BEMIDJI FEDERAL BUILDING, Bemidji, MN National Register of Historic Places Evaluation. CITY OF ALBERT LEA, Albert Lea, MN Historic Preservation Design Guidelines. CITY OF EXCELSIOR, Excelsior, MN Historic Contexts and Historic Resource Designation Studies for City-Owned Properties. CITY OF FERGUS FALLS, Fergus Falls, MN Historic Contexts and Historic Resource Survey, Certified Local Government Grant Funded. CITY OF MINNEAPOLIS, Minneapolis, MN Period of Significance Evaluation and Historic Resource Survey of the Washburn-Fair Oaks Historic District, Certified Local Government Grant Funded. CITY OF ROCHESTER, Rochester, MN Historic Context for the Rochester State Hospital, Legacy Grant Funded. CITY OF SAINT PAUL, Saint Paul, MN Section 106 Review. INTERSECT, Minneapolis, MN Historic Preservation Consulting; Local Historic Preservation Approvals for New Construction in a Historic District. MINNEAPOLIS AMERICAN INDIAN CENTER, Minneapolis, MN National Register of Historic Places Evaluation, Section 106 Review. MINNEAPOLIS PUBLIC HOUSING AUTHORITY, Minneapolis, MN Reconnaissance Level Historic Resource Surveys and Section 106 Review for 15 project sites in Minneapolis. Section 106 Reviews for National Register of Historic Places Eligible High-Rise Properties. MINNESOTA HISTORICAL SOCIETY, Saint Paul, MN Consulting for Minnesota Historical Society Grants Program. NORTHERN LIGHTS MOTEL, International Falls, MN National Register of Historic Places Evaluation. RAMSEY COUNTY HISTORICAL SOCIETY, Saint Paul, MN National Register of Historic Places Evaluation of the Gibbs Farm. UNTIED PROTESTANT CHURCH, Duluth, MN National Register of Historic Places Evaluation, Legacy Grant Funded. 6 SCOPE OF SERVICES We understand that the City of Stillwater is seeking on-call heritage preservation consulting services to support the Community Development department during its current staffing transition by providing technical expertise with respect to heritage preservation activities. Pigeon Consulting was founded by Tamara Halvorsen and Laurel Fritz with the mission of helping public sector agencies, non-profit organizations, and their project partners proactively and strategically engage in – and recognize the value of – the heritage preservation planning process. Pigeon Consulting takes a people-focused approach to heritage preservation to ensure that our clients and their project partners have a clear understanding of the heritage preservation and cultural resource management processes that they are engaging in and known how to effectively use their preservation tools to provide meaningful impact. We have worked extensively with municipalities and other public sector agencies on preservation planning projects including production of design guidelines, designation studies, grant funded projects, and augmenting staff capacity. Tamara and Laurel meet the Secretary of the Interior’s Professional Qualifications Standards in Architectural History and History. To support City of Stillwater staff, Pigeon Consulting proposes the following on-call scope of services: •When requested, Pigeon will review Heritage Preservation applications such as Certificates of Appropriateness. •When requested, Pigeon will author comments for City Staff to be incorporated into Staff Reports or other documents. •When requested, Pigeon will accompany City Staff on site visits to project or potential project sites. •When requested, Pigeon will attend meetings of the Heritage Preservation Commission (HPC). •When requested, Pigeon will make presentations at HPC meetings. •While Pigeon Consulting will not communicate directly with the public will respond to technical questions from City Staff on behalf of members of the public. •Pigeon Consulting will participate in regular check-in meetings with City Staff, as requested. •Response and production times for various deliverables will be mutually agreed upon by Pigeon Consulting and the City of Stillwater at the time of project kick-off. 7 •Larger deliverables, such as production of local designation studies, local design guidelines or heritage preservation grants applications are not included in this scope of services. If these preservation planning tools and reports are required, Pigeon Consulting will be happy to provide a separate proposal to the City of Stillwater. •Pigeon Consulting does not provide code review, review of archaeological applications or projects, or review of projects for permitting. Pigeon Consulting staff are not licensed architects, planners, or archaeologists. FEE PROPOSAL Consulting services will be provided by Pigeon Consulting on an hourly basis at our standard billing rate of $175 per hour. If project site visits or in person meetings are requested reimbursable expenses for travel will be invoiced at the standard IRS mileage rate. We understand that as part of the contracting process the City of Stillwater will communicate the overall project budget, including a not to exceed fee. 8   DATE: September 19th, 2023 TO: Honorable Mayor and City Council FROM: Joe Kohlmann, City Administrator SUBJECT: CityTech Consulting Overview: CityTech Consulting is assisting with the assessment of the IT function of the city. Recommendation Approve the attached agreement with CityTech. 1 AGREEMENT FOR IT CONSULTING SERVICES THIS AGREEMENT (“Agreement”) is made and executed this _____day of ____________, 2023, by and between the City of Stillwater, 216 4th Street North, Stillwater, MN 55082, (“City”) and CityTech Consulting L.L.C., 1421 Jersey Ave N, Golden Valley, MN 55427 (“Contractor”). WHEREAS, the City has accepted the proposal of the Contractor for certain Services; and WHEREAS, Contractor desires to perform the Services for the City under the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the mutual consideration contained herein, it is hereby agreed as follows: 1. SERVICES. a. City agrees to engage Contractor as an independent contractor for the purpose of performing certain Services (“Services”) at the direction of the City Administrator, and as further defined in the following documents: i. An Independent Contractor Agreement, incorporated herein as Exhibit A. (Hereinafter “Exhibits.”) Where terms and conditions of this Agreement and those terms and conditions included in the Exhibits specifically conflict, the terms of this Agreement shall apply. b. Contractor covenants and agrees to provide Services to the satisfaction of the City in a timely fashion, as set forth in the Exhibits, subject to Section 9 of this Agreement. c. Contractor agrees to comply with all federal, state, and local laws and ordinances applicable to the Services to be performed under this Agreement, including all safety standards. The Contractor shall be solely and completely responsible for conditions of the job site, including the safety of all persons and property during the performance of the Services. The Contractor represents and warrants that it has the requisite training, skills, and experience necessary to provide the Services and is appropriately licensed and has obtained all permits from all applicable agencies and governmental entities. 2. PAYMENT. a. City agrees to pay the Contractor pursuant to the fee in the Exhibits, and the Contractor agrees to receive and accept payment for Services as set forth in the Exhibits. 2 b. Any changes in the scope of the work of the Services that may result in an increase to the compensation due the Contractor shall require prior written approval by the authorized representative of the City or by the City Council. The City will not pay additional compensation for Services that do not have prior written authorization. c. Contractor shall submit itemized bills for Services provided to City on a monthly basis. Bills submitted shall be paid in the same manner as other claims made to City. d. Prior to payment, the Contractor will submit evidence that all payrolls, material bills, subcontractors and other indebtedness connected with the Services have been paid as required by the City. 3. TERM. The term of this Agreement is identified in the Exhibits. This Agreement may be extended upon the written mutual consent of the parties identified in Section 10, for such additional period as they deem appropriate, and upon the same terms and conditions as herein stated. 4. BONDS. If the Services provided by Contractor as set forth in the Exhibits and this Agreement exceeds $100,000, Contractor shall furnish performance and payments bonds covering faithful performance of all the Contractor’s obligations, including without limitation warranty obligations, and of all payment of obligations arising under this Agreement. The bonds shall each be issued in an amount equal to 100% of the stipulated sum identified in Section 2 of this Agreement. 5. TERMINATION AND REMEDIES. a. Termination for Convenience. This Agreement may be terminated by either party upon 30 days’ written notice delivered to the other party at the addresses listed in Section 15 of this Agreement. Upon termination under this provision, if there is no default by the Contractor, Contractor shall be paid for Services rendered and reimbursable expenses through the effective date of termination. b. Termination Due to Default. This Agreement may be terminated by either party upon written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement. The non-performing party shall have fifteen (15) calendar days from the date of the termination notice to cure or to submit a plan for cure that is acceptable to the other party. c. Remedies. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City as a result of any breach of this Agreement by the Contractor. The City may, in such event: 3 i. Withhold payments due to the Contractor for the purpose of set-off until such time as the exact amount of damages due to the City is determined. ii. Perform the Services, in which case, the Contractor shall within 30 days after written billing by the City, reimburse the City for any costs and expenses incurred by the City. The rights or remedies provided for herein shall not limit the City, in case of any default by the Contractor, from asserting any other right or remedy allowed by law, equity, or by statute. d. Upon termination of this Agreement, the Contractor shall furnish to the City copies or duplicate originals of all documents or memoranda prepared for the City not previously furnished. 6. SUBCONTRACTORS. Contractor shall not enter into subcontracts for any of the Services provided for in this Agreement without the express written consent of the City, unless specifically provided for in the Exhibits. The Contractor shall pay any subcontractor involved in the performance of this Agreement within the ten (10) days of the Contractor’s receipt of payment by the City for undisputed services provided by the subcontractor. 7. STANDARD OF CARE. In performing its Services, Contractor will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession in the same locality at the time the Services are provided. 8. INSPECTION OF WORK. All materials and workmanship will be subject to inspection, examination, and testing by the City, who will have the right to reject defective material and workmanship or require its correction. 9. DELAY IN PERFORMANCE. Neither City nor Contractor shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include, but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war, riots, and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; judicial restraint; and inability to procure permits, licenses or authorizations from any local, state, or federal agency for any of the supplies, materials, accesses, or services required to be provided by either City or Contractor under this Agreement. If such circumstances occur, the nonperforming party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Contractor will be entitled to payment for its reasonable additional charges, if any, due to the delay. 10. CITY’S REPRESENTATIVE. The City has designated Joe Kohlmann to act as the City’s representative with respect to the Services to be performed under this Agreement. He or she shall have complete authority to transmit instructions, receive information, interpret, 4 and define the City’s policy and decisions with respect to the Services covered by this Agreement. 11. PROJECT MANAGER AND STAFFING. The Contractor has designated Terrence Heiser to be the primary contact for the City in the performance of the Services. He shall be assisted by other staff members as necessary to facilitate the completion of the Services in accordance with the terms established herein. Contractor may not remove or replace these designated staff without the approval of the City. 12. INDEMNIFICATION. a. Contractor and City each agree to defend, indemnify, and hold harmless each other, its agents and employees, from and against legal liability for all claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are caused by its negligent acts, errors, or omissions. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of Contractor and City, they shall be borne by each party in proportion to its own negligence. b. Contractor shall indemnify City against legal liability for damages arising out of claims by Contractor’s employees or subcontractors, including all liens. City shall indemnify Contractor against legal liability for damages arising out of claims by City’s employees or subcontractors. 13. INSURANCE. During the performance of the Services under this Agreement, Contractor shall maintain the following insurance: a. Commercial General Liability Insurance, with a limit of $1,500,000 for any number of claims arising out of a single occurrence, pursuant to Minnesota Statutes, Section 466.04, or as may be amended; b. Workers’ Compensation Insurance in accordance with statutory requirements. c. Automobile Liability Insurance, with a combined single limit of $1,000,000 for each person and $1,000,000 for each accident. Contractor shall furnish the City with certificates of insurance, which shall include a provision that such insurance shall not be canceled without written notice to the City. The City shall be named as an additional insured on the Commercial General Liability Insurance policy. 14. WARRANTIES. Contractor warrants and guarantees that title to all work, materials, and equipment covered by any invoice, will pass to City no later than the Completion Date. Contractor warrants that all work will be free from defects and that all materials will be new and of first quality. If within one (1) year after final payment any work or material is 5 found to be defective, Contractor shall promptly, without cost to the City, correct such defect. 15.NOTICES. Notices shall be communicated to the following addresses: If to City: City of Stillwater 216 4th Street North Stillwater, MN 55082 Attention: Joe Kohlmann Or e-mailed: jkohlmann@ci.stillwater.mn.us If to Contractor: CityTech Consulting L.L.C. 1421 Jersey Ave. N. Golden Valley, MN 55427 Attention: Terrence Heiser Or emailed: 16.INDEPENDENT CONTRACTOR STATUS. All services provided by Contractor, its officers, agents and employees pursuant to this Agreement shall be provided as employees of Contractor or as independent contractors of Contractor and not as employees of the City for any purpose. 17.RESPONSIBLE CONTRACTOR. a.In accordance with Minnesota Statutes, Section 16C.285, Contractor is hereby advised that the City cannot award a construction contract in excess of $50,000 unless Contractor is a “responsible contractor” as defined in Minnesota Statutes, Section 16C.285, subdivision 3. Contractor must complete a Responsible Contractor Certificate verifying compliance with the minimum criteria specified in Minnesota Statutes, Section 16C.285, subdivision 3, to be eligible to provide the Services outlined in this Agreement. A Responsible Contractor Certificate must be signed under oath by an owner or officer of Contractor. Contractor is responsible for obtaining the required verifications of compliance with Minnesota Statute, Section 16C.285, subdivision 3 from all subcontractors, using a form provided by the City. Contractor must submit signed verifications from subcontractors upon the City’s request. b.Contractor or subcontractor who does not meet the minimum criteria established in Minnesota Statutes, Section 16C.285, subdivision 3, or who fails to verify compliance with the minimum requirements of this statute, will not be considered a “responsible contractor” and will be ineligible to provide the Services under this Agreement or otherwise work on the project in any capacity. Contractor and any subcontractor are advised that making any false statements verifying compliance with Minnesota Statutes, Section 16C.285 will render the Contractor or THeiser@citytechconsulting.com 6 subcontractor ineligible to perform the Services of this Agreement and may result in termination of this Agreement by the City. c.Contractor shall not sublet, sell, transfer, delegate or assign the Services or any portion of the Services of this Agreement, if relevant, without abiding by the applicable provisions of the Minnesota Department of Transportation Standard Specifications for Construction, Section 1801. 18.GENERAL PROVISIONS. a.Assignment. This Agreement is not assignable without the mutual written agreement of the parties. b.Waiver. A waiver by either City or Contractor of any breach of this Agreement shall be in writing. Such a waiver shall not affect the waiving party’s rights with respect to any other or further breach. c.Nondiscrimination. Contractor agrees that in the hiring of employees to perform Services under this Agreement, Contractor shall not discriminate against any person by reason of any characteristic protected by state or federal law. d.Governing Law. This Agreement shall be construed in accordance with the laws of the State of Minnesota and any action must be venued in Washington County District Court. e.Amendments. Any modification or amendment to this Agreement shall require a written agreement signed by both parties. f.Severability. If any term of this Agreement is found be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. g.Data Practices Compliance. All data collected by the City pursuant to this Agreement shall be subject to the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. h.Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. 7 CITY OF STILLWATER By: Ted Kozlowski, Mayor By: Beth Wolf, City Clerk 8 CONTRACTOR Signature: Terrence Heiser Its: INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (the "Agreement") is entered into this 15th day of August 2023 by and between Terrence Heiser, dba CityTech Consulting L.L.C. (the "Contractor"), and City of Stillwater (the "Agency”). RECITALS WHEREAS the Agency is in need of assistance in the area of Information Systems management; and WHEREAS, Contractor has agreed to perform Contracting work for the Agency in Information Systems consulting services and other related activities for the Agency; NOW, THEREFORE, the parties hereby agree as follows: 1.Contractor's Services. Contractor shall be available and shall provide to the Agency services in the area of Information Systems consulting as needed and requested. 2.Consideration. RATE. In consideration of the Services to be performed by Contractor under this Agreement the Agency will pay Contractor the flat rate of $7,500 per month for time spent on Contracting Services. Contractor shall submit written, signed reports of the time spent performing Contracting Services, itemizing in reasonable detail the dates on which services were performed, the number of hours spent on such dates and a brief description of the services rendered. The Agency shall pay Contractor the amounts due pursuant to submitted reports within 15 days after such reports are received by the Agency. 3. Independent Contractor. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between the Agency and Contractor. Consultant is an independent contractor and not an employee of the Agency or any of its subsidiaries or affiliates. The consideration set forth in Section 2 shall be the sole consideration due Contractor for the services rendered hereunder. It is understood that the Agency will not withhold any amounts for payment of taxes from the compensation of Contractor hereunder. Contractor will not represent to be or hold itself out as an emp loyee of the Agency and Contractor acknowledges that he/she shall not have the right or entitlement in or to any of the pension, retirement or other benefit programs now or hereafter available to the Agency's regular employees. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be Contractor's sole responsibility and Contractor shall indemnify and hold Agency harmless from any and all damages, claims and expenses arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. 4. Confidentiality. In the course of performing Contracting services, the parties recognize that Contractor may come in contact or become familiar with information which the Agency or its subsidiaries or affiliates may consider confidential. Contractor agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Agency personnel or their designees. 5. Term. This Agreement shall commence on August 15, 2023, and shall terminate on December 31, 2024, unless earlier terminated by either party hereto. Either party may terminate this Agreement upon Thirty (30) days prior written notice. The Agency may, at its option, renew this Agreement for an additional term of one year on the same terms and conditions as set forth herein by giving notice to Contractor of such intent to renew on or before December 1, 2024. 6.Contractor's Taxpayer I.D. Number. The taxpayer I.D. number of the Contractor is 93-2509178 7. Insurance. The Contractor will carry liability in the amount of $2,000,000. In the event the Contractor fails to carry such insurance it shall indemnify and hold harmless Agency, its agents and employees from and against any damages, claims, and expenses arising out of or resulting from work conducted by Contractor and its agents or employees. 8. Competent Work. All work will be done in a competent fashion in accordance with applicable standards of the profession and all services are subject to final approval by a representative of the Agency prior to payment. EXHIBIT A A-1 9. Representations and Warranties. The Contractor will make no representations, warranties, or commitments binding the Agency without the Agency's prior consent. 10. Legal Right. Contractor covenants and warrants that he/she has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Contractor shall indemnify and hold harmless the Agency from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such agre ements. Breach of this warranty shall operate to terminate this Agreement automatically without notice as specified in Paragraph 5 and to terminate all obligations of the Agency to pay any amounts which remain unpaid under this Agreement. 11. The Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure. 12. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United States properly addressed to the appropriate party at the address set forth below: 1. Notices as to Contractor: 1421 Jersey Ave N, Golden Valley, MN 55427 2. Notices to the Agency: 216 North Fourth Street, Stillwater, MN 55082 13. Enforceability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the reminder of the Agreement shall remain in full force and effect and shall in no way be impaired 14. Miscellaneous. a. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties. b. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of Contractor and the Agency and to the Agency's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Contractor of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Agency. c. Governing Law, Severability. This Agreement shall be governed by the laws of the State of Minnesota The invalidity or unenforceability of any provision of thi s Agreement shall not affect the validity or enforceability of any other provision. CONTRACTOR CityTech Consulting L.L.C. Terrence Heiser, Sole Member _______________________________________________ Signature AGENCY City of Stillwater Joe Kohlman, City Administrator _______________________________________________ Signature A-2 DATE: September 12, 2023 TO: Honorable Mayor and City Councilmembers FROM: Beth Wolf, City Clerk SUBJECT: Gambling Off-Site Permit for Bayport American Legion BACKGROUND The City has received a Lawful Gambling Application from Bayport American Legion to conduct off-site gambling at Lowell Park, 201 Water St N during Harvest Fest. The activity requested is pull-tabs and bingo to be held on October 14-15, 2023. RECOMMENDATION Bayport American Legion has submitted the required documentation demonstrating that the organization is collecting gambling monies for lawful purposes. Therefore, staff recommends approving Bayport American Legion to conduct off-site gambling at Lowell Park on October 14-15, 2023. ACTION REQUESTED If council concurs with recommendation, they should pass a motion adopting RESOLUTION APPROVING BAYPORT AMERICAN LEGION APPLICATION TO CONDUCT OFF-SITE GAMBLING AT LOWELL PARK. City of Stillwater Washington County, Minnesota RESOLUTION 2023- APPROVING BAYPORT AMERICAN LEGION APPLICATION TO CONDUCT OFF-SITE GAMBLING AT LOWELL PARK WHEREAS, the Bayport American Legion submitted an application to the City of Stillwater requesting City approval to conduct Off-Site Gambling at Lowell Park, 201 Water St N, Stillwater, MN 55082; and WHEREAS, Minnesota Statutes 349.165 Subd. 5 Off-site permits states: (a) A licensed organization may conduct lawful gambling on a premises other than the organization's permitted premises if it has first submitted to the board an application and a lease on forms provided by the board, obtained authorization required under section 349.213, and received a permit from the board for each event up to 12 events in a calendar year, not to exceed three days per event; and WHEREAS, the dates for the off-site gambling will take place on October 14-15, 2023; and WHEREAS, it has been demonstrated that the organization is collecting gambling monies for lawful purposes. NOW THEREFORE, BE IT RESOLVED, that the City of Stillwater approves Bayport American Legion to conduct Off-Site Gambling at Lowell Park, 201 Water St N on October 14-15, 2023. Adopted by the Stillwater City Council this 19th day of September, 2023 CITY OF STILLWATER Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk TO: Honorable Mayor & City Councilmembers FROM: Joe Kohlmann, City Administrator Donna Robole, HR Manager DATE: September 19, 2023 RE: Renewal Agreement for OSHA and Safety Training and Consultation DISCUSSION The City of Stillwater operates programs and services that fall under the United States Department of Labor, Division of Occupational Safety and Health Administration (OSHA) and the Minnesota Department of Labor, Division of Occupational Safety and Health Administration program umbrella. Doing so requires ongoing education and training of its employees. SafeAssure Consultants, Inc. (SafeAssure) provides the City of Stillwater with services that include OSHA compliance recommendations and consultation, scheduled classroom -training sessions, and writing and maintaining mandatory OSHA programs. The firm has provided the City of Stillwater with reasonable and appropriate safety and loss control training for the past ten years. The City is satisfied with the service it receives from SafeAssure, and recommends renewal of a service agreement for $6,690.35 with SafeAssure for 2023-2024. ACTION REQUESTED Staff recommends that the City Council approve the resolution titled, “Approving SafeAssure Consultants, Inc., 2023-2024 Service Agreement.” DMR City of Stillwater Washington County, Minnesota RESOLUTION 2023- APPROVING SAFE ASSURE CONSULTANTS, INC., ANNUAL SERVICE AGREEMENT WHEREAS, the City of Stillwater, complies with the United States Department of Labor, Division of Occupational Safety and Health Administration and the Minnesota Department of Labor, Division of Occupational Safety and Health Administration programs; and WHEREAS, SafeAssure Consultants, Inc., agree to provide the City of Stillwater with services that include OSHA compliance recommendations and consultations, scheduled classroom-training sessions, writing and maintaining mandatory OSHA programs; and WHEREAS, the SafeAssure Consultants, Inc., has provided the City of Stillwater with reasonable and appropriate safety and loss control practices in previous years. NOW THEREFORE BE IT RESOLVED, that the City Council of the City of Stillwater hereby approves renewal of a one-year service agreement with SafeAssure Consultants, Inc., effective October 1, 2023, to September 30, 2024 for $6,690.35. Adopted by the Stillwater City Council this 19th day of September, 2023. CITY OF STILLWATER Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk DATE: September 19, 2023 TO: Honorable Mayor and City Councilmembers FROM: Ben Gutknecht, Planning Manager SUBJECT: Permanent Drainage and Utility Easement at 7625 Minar Lane North BACKGROUND The City has received a request from a property owner to resubdivide an existing Lot that is part of a recorded plat (Boutwell Valley Estates) located at 7625 Minar Lane North. Per City Code, a resubdivision may be approved upon review of a survey and legal description by a registered land surveyor showing the original lot and the proposed subdivision. The resubdivision may be approved, provided the new line will not cause the other remaining portion of the lot to be in violation of the Zoning chapter/Subdivision Ordinance. The proposed resubdivision is in compliance with the bulk dimensional standards for the Zoning District (Rural Residential) and will not be in violation of the Zoning Code. Further, the applicants have submitted sufficient legal descriptions and survey documents to approve the resubdivision. Therefore, the resubdivision can be approved administratively. However, City Council approval is required for the execution of a Permeant Drainage and Utility Easement associated with the resubdivision. Attached is a Permanent Drainage and Utility Easement Agreement to be signed by the City of Stillwater. This agreement grants and conveys unto the City, a permanent easement for utility and drainage purposes and all such purposes ancillary, incident or related thereto (hereinafter “Permanent Easement”) under, over, across, through and upon that real property as described. RECOMMENDATION Staff recommends approval of the executed Permanent Drainage and Utility Easement for the resubdivision of 7625 Minar Lane North. ACTION REQUESTED If Council concurs with the recommendation, they should pass a motion to approve the Permanent Drainage and Utility Easement and adopt a Resolution approving the Permanent Drainage and Utility Easement. PERMANENT DRAINAGE AND UTILITY EASEMENT The undersigned Landowner for and in consideration of One and no/100 Dollars ($1.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, does hereby grant and convey to the City of Stillwater (“City”) a permanent easement (“Permanent Easement”) under, over, across, through and upon the following described land situated in the County of Washington, State of Minnesota, to wit: PROPERTY DESCRIPTION: Real property in Washington County, Minnesota, described as follows: All that Part of Lot 6, Block 3, Boutwell Valley Estates, Washington County, Minnesota, lying easterly of the following described Line A, to wit: Commencing at the northeast corner of said Lot 6; thence on a recorded bearing of South 87 degrees 06 minutes 36 seconds West, along the northerly line of said Lot 6, a distance of 148.00 feet to the point of beginning of Line A being described; thence South 27 degrees 07 minutes 32 seconds West along said Line A, 205.98 feet; thence South 00 degrees 35 minutes 03 seconds East along said Line A, 104.79 feet, more or less, to the southerly line of said Lot 6 and said Line A being described there terminate. Subject to and together with an easement for drainage and utility purposes over, under and across a strip of land 10.00 feet in width, the centerline of which is the before described Line A. Subject to platted easements of record. PID: 30.030.20.13.0006 (“Landowner’s Property”). PERMANENT EASEMENT DESCRIPTION The Landowner does hereby grant and convey unto the City, its successors and assigns, the following: 2 A permanent easement for utility and drainage purposes and all such purposes ancillary, incident or related thereto (hereinafter “Permanent Easement”) under, over, across, through and upon that real property legally described and depicted on Exhibit A, (hereinafter the “Permanent Easement Area”) attached hereto and incorporated herein by reference. The Permanent Easement rights granted herein are forever and shall include, but not be limited to, the construction, maintenance, repair and replacement of any sanitary sewer, storm sewer, water mains, storm water facilities, above ground and below ground drainage facilities, any utilities, underground pipes, conduits, culverts, other utilities and mains, and all facilities and improvements ancillary, incident or related thereto, under, over, across, through and upon the Permanent Easement Area. The Permanent Easement rights further include, but are not limited to, the right of ingress and egress over the Permanent Easement Area to access the Permanent Easement for the purposes of construction, maintenance, repair and replacement of any sanitary sewer, storm sewer, water mains, storm water facilities, above ground and below ground drainage facilities any utilities, underground pipes, conduits, culverts, other utilities, mains and all facilities and improvements ancillary, incident or related thereto. EXEMPT FROM STATE DEED TAX The rights of the City also include the right of the City, its contractors, agents and servants: (a) To enter upon the Permanent Easement Area at all reasonable times for the purposes of construction, reconstruction, inspection, repair, replacement, grading, sloping, and restoration relating to the purposes of the Permanent Easement; and (b) To maintain the Permanent Easement Area, any City improvements and any underground pipes, conduits, or mains, together with the right to excavate and refill ditches or trenches for the location of such pipes, conduits or mains; and (c) To remove from the Permanent Easement Area trees, brush, herbage, aggregate, undergrowth and other obstructions interfering with the location, construction and maintenance of the utility pipes, conduits, mains and above ground and below ground drainage facilities and to deposit earthen material in and upon the Permanent Easement Area; and (d) To remove or otherwise dispose of all earth or other material excavated from the Permanent Easement Area as the City may deem appropriate. The City shall not be responsible for any costs, expenses, damages, demands, obligations, penalties, attorneys’ fees and losses resulting from any claims, actions, suits, or proceedings based upon a release or threat of release of any hazardous substances, petroleum, pollutants, and contaminants which may have existed on, or which relate to, the Permanent Easement Area or the Landowner’s Property prior to the date hereof. 3 Nothing contained herein shall be deemed a waiver by the City of any governmental immunity defenses, statutory or otherwise. Further, any and all claims brought by Landowner or their successors or assigns, shall be subject to any governmental immunity defenses of the City and the maximum liability limits provided by Minnesota Statute, Chapter 466. The Landowner, for itself and its successors and assigns, does hereby warrant to and covenant with the City, its successors and assigns, that they are well seized in fee of the Landowner’s Property described above, the Permanent Easement Area described and depicted on Exhibit A and has good right to grant and convey the Permanent Easement herein to the City. This agreement is binding upon the heirs, successors, executors, administrators and assigns of the parties hereto. [Remainder of this page has been intentionally left blank] 4 EXECUTED as of this day of , 2023. CITY: CITY OF STILLWATER By: Ted Kozlowski Mayor By: Beth Wolf City Clerk STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON ) On this _____ day of _______________, 2023, before me a Notary Public within and for said County, personally appeared Ted Kozlowski and Beth Wolf to me personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and the City Clerk of the City of Stillwater, the Minnesota municipal corporation named in the foregoing instrument, and that it was signed on behalf of said municipal corporation by authority of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipal corporation. Notary Public LANDOWNER! STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me on //2~ day of -S ;,efa~-er-2023, by /Z4--1J17 L«<t0;~-K . all,f} L2A/2.?:,v ,vV1,1en. ··r'· .,., ... :::.. . -~..-····~)'.ji.'1.:::-" .. -....,- oavid M Newberg ; NOlary Public• Minn890la ~ My Commission ~res 01 /31 This instrument drafted by and after recording. please return to: Korine L. Land (#262432) Stillwater City Attorney Levander, Gillen & Miller, P.A. 1305 Corporate Center Drive, Suite 300 Eagan , Minnesota 55121 ............ , 5 A-1 EXHIBIT A LEGAL DESCRIPTION OF PERMANENT EASEMENT AREA An easement for public Drainage and Utility purposes, over, under and across, all that part of Lot 6, Block 3, Boutwell Valley Estates, Washington County, Minnesota, lying 5.00 feet on either side of the following described Line A, to wit: Commencing at the northeast corner of said Lot 6; thence on a recorded bearing of South 87 degrees 06 minutes 36 seconds West, along the northerly line of said Lot 6, a distance of 148.00 feet to the point of beginning of said Line A being described; thence South 27 degrees 07 minutes 32 seconds West along said Line A 205.98 feet; thence South 00 degrees 35 minutes 03 seconds East along said Line A, 104.79 feet, more or less, to the southerly line of said Lot 6 and said Line A being described there terminate. Subject to platted easements of record. DATE: September 19, 2023 TO: Honorable Mayor and City Councilmembers FROM: Shawn Sanders, Public Works Director SUBJECT: Approving Revised Public Hearing Date on Proposed Assessments for the 2023 Street Improvement Project (2023-02), the 72nd Street Road and Trail Improvement Project (2022-04) and the CSAH 5 – Phase 2 Project (2019-09) BACKGROUND At the September 5th Council meeting, Council passed the resolutions calling for the Hearing date of October 3rd, 2023 for three proposed assessment projects, the 2023 Street Improvement Project, the 72nd Street Road and Trail Improvement Project, and the CSAH 5 -Phase 2 Project. However, a publication deadline was missed and now the proposed hearing date for all three projects is October 17th, 2023. RECOMMENDATION Staff recommends that Council approve the revised hearing date of October 17th, 2023 for the 2023 Street Improvement Project (2023-02), the 72nd Street Road and Trail Improvement Project (2022-04), and CSAH 5 Improvement – Phase 2 Project (2019- 09). ACTION REQUESTED If Council concurs with the recommendation, they should pass the RESOLUTION CALLING FOR REVISED HEARING DATE ON PROPOSED ASSESSMENT FOR THE 2023 STREET IMPROVEMENT PROJECT (PROJECT 2023-02), THE 72ND STREET ROAD AND TRAIL IMPROVEMENT PROJECT (2022-04), AND CSAH 5 IMPROVEMENT – PHASE 2 PROJECT (2019-09). City of Stillwater Washington County, Minnesota RESOLUTION 2023- RESOLUTION CALLING FOR REVISED HEARING DATE ON PROPOSED ASSESSMENTS FOR 2023 STREET IMPROVEMENT PROJECT (2023-02), 72ND ST ROAD AND TRAIL IMPROVEMENT PROJECT (2022-04), AND CSAH 5 -PHASE 2 PROJECT (2019-09) WHEREAS, by resolutions passed by the Council on September 5th, 2023, stating the public hearings for the 2023 Street Improvement Project, the 72nd St. Road and Trail Improvement Project (2022-04), and the CSAH 5 – Phase 2 Project (2019-09) would be held October 3rd, 2023 WHEREAS, due to missing a publication deadline, the hearings will now be held on October 17, 2023. NOW THEREFORE, BE IT RESOLVED by the City Council of Stillwater, Minnesota: 1. A hearing shall be held for the projects on the 17th day of October, 2023 at 7:00 p.m., or as soon as possible thereafter, to pass upon such proposed assessments and at such time and place all persons owning property affected by such improvement will be given an opportunity to be heard with reference to such assessments. 2. The city clerk is hereby directed to cause a notice of the hearing on the proposed assessments to be published once in the official newspaper at least two weeks prior to the hearing, and shall state in the notice the total cost of the improvements. The clerk shall also cause mailed notice to be given to the owner of each parcel described in the assessment roll not less than two weeks prior to the hearings. 3. The owner of any property so assessed may, at any time prior to certification of the assessment to the county auditor, pay the whole of the assessment on such property, with interest accrued to the date of payment, to the City Treasurer, except that no interest shall be charged if the entire assessment is paid within 30 days from the adoption of the assessment. They may at any time thereafter, pay to the City Treasurer; (in whole or in part) the remaining principal balance, with interest accrued to December 31 of the year in which such payment is made. Such payment must be made before November 16 or interest will be charged through December 31 of the succeeding year. Adopted by the City Council this 19th day of September 2023. CITY OF STILLWATER _______________________________ Ted Kozlowski, Mayor ATTEST: _____________________________ Beth Wolf, City Clerk DATE: September 19, 2023 TO: Honorable Mayor and City Councilmembers FROM: Ben Gutknecht, Planning Manager SUBJECT: Consent Agenda Item: Short-Term Home Rental License Applications BACKGROUND According to Section 41-8, new short-term home rental license applications must be approved by the City of Stillwater City Council. The Community Development Department has received and processed the following short-term home rentals and have deemed them complete for approval by the City Council. RECOMMENDATION Approval of the following Short-Term Home Rental License Applications: License Type Address Owner/Applicant Occupancy Type License Location Number of Licenses Short-term home rental 1014 Greeley St S Allison Moore & Zachary Pendergrass Owner Occupied Outside of Downtown Area 38 of 50 ACTION REQUESTED If Council concurs with the recommendation, they should pass a motion approving the above short-term home rental license applications.   DATE: September 19th, 2023 TO: Honorable Mayor and City Council FROM: Joe Kohlmann, City Administrator SUBJECT: State Bonding Capital Request Overview: The City of Stillwater has requested State Bonding assistance for four projects identified in the City of Stillwater. A resolution of support and ranking is required to accompany these requests. Attached is a resolution prioritizing the projects requested from the State of Minnesota. Below is the project ranking as submitted to the State: 1) Myrtle Street Reconstruction 2) Washington Avenue Intersection 3) Downtown Street Lighting 4) Recreation Center Expansion Recommendation Adopted the attached Resolution supporting and ranking the capital requests from the State of Minnesota. City of Stillwater Washington County, Minnesota RESOLUTION 2023-XXX RESOLUTION SUPPORTING STATE BONDING CAPITAL REQUESTS AND RANKING REQUESTED PROJECTS WHEREAS, the City Council of the City of Stillwater, Minnesota (the "City"), has determined there is a number of regionally significant and regionally beneficial projects within the City of Stillwater; and WHEREAS, the City of Stillwater is requesting the State of Minnesota consider regionally beneficial projects within the City of Stillwater; and WHEREAS, the City of Stillwater has identified matching funding for these regionally beneficial projects; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Stillwater, Minnesota, supports and ranks the projects in the following order: 1. Myrtle Street Reconstruction 2. Washington Avenue Intersection 3. Downtown Street Lighting 4. Recreation Center Expansion. Adopted by the Stillwater City Council this 19th day of September, 2023. CITY OF STILLWATER Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk   DATE: September 19, 2023 TO: Honorable Mayor and City Councilmembers FROM: Kori Land, City Attorney SUBJECT: Parking Lot Agreements With SuperValu and Veterans Memorial BACKGROUND The City and SuperValu are parties to a Parking Lot Maintenance Agreement, effective March 7, 1995, (“Maintenance Agreement”) which was amended by an Assignment entered into on December 31, 2008, between SuperValu, the City and Veterans Memorial (“Assignment”). The Assignment reassigned portions of the maintenance responsibilities and cost allocations regarding the use of parking lots 16 and 17, located across the street from SuperValu’s property and adjacent to Veterans Memorial property. The City is now entering into separate agreements with SuperValu for the Parking Lot Lease and Veterans Memorial for the summer landscaping maintenance, thereby making the original Maintenance Agreement and Assignment unnecessary and in need of termination. SuperValu Parking Lot Lease The new Parking Lot Lease with SuperValu requires SuperValu to pay $20,000 per year in rent for the non-exclusive use of Lots 16 and 17. The rent increases by 5% each year and has no termination date but is automatically renewed unless terminated. Either party can terminate upon 60 days’ notice. In addition, the City or the City’s contractor’s will provide extra maintenance in those parking lots. The extra maintenance includes ensuring the lots are plowed by 6 a.m. after a snow event, as well as shoveling the stairs and sidewalk from the parking lots to the SuperValu building, which the City will perform; and the City will be required to provide special landscaping services in the summer months, which will be performed by Veterans Memorial under separate contract. Contractor Agreement for Landscaping Services Veterans Memorial has agreed to perform the summer landscaping services for these parking lots for a fee of $11,500 per year. It is automatically renewed, unless terminated. Either can terminate party upon 30 days’ written notice, which is standard in our typical contractor agreements. ACTION REQUESTED Motion to approve the Termination Agreement, Parking Lot Lease Agreement with SuperValu and the Parking Lot Maintenance Agreement with Veterans Memorial, subject to minor modification as approved by the City Attorney. ATTACHMENTS Termination of Parking Lot Maintenance Agreement and Assignment by and between SuperValu Inc., City of Stillwater and Stillwater Veterans Memorial Parking Lease Agreement Between the City of Stillwater and SuperValu Inc for Lots 16 and 17 Agreement for Parking Lot Maintenance Services 1 TERMINATION OF PARKING LOT MAINTENANCE AGREEMENT AND ASSIGNMENT BY AND BETWEEN SUPERVALU INC, CITY OF STILLWATER AND STILLWATER VETERANS MEMORIAL THIS TERMINATION OF PARKING LOT MAINTENANCE AGREEMENT AND ASSIGNMENT BY AND BETWEEN SUPERVALU INC, CITY OF STILLWATER AND STILLWATER VETERANS MEMORIAL ( “Termination”) is entered into and made this ____ day of ________________, 2023 (“Effective Date”), by and between the City of Stillwater, a Minnesota municipal corporation, 216 4th Street North, Stillwater, MN 55082 (the “City”), SuperValu Inc., a Delaware corporation, 421 3rd Street South, Stillwater, MN 55082 (“SuperValu”) and Stillwater Veterans Memorial, a Minnesota nonprofit corporation, PO Box 137, Stillwater, MN 55082 (“Veterans Memorial”). WHEREAS, the City and SuperValu are parties to a Parking Lot Maintenance Agreement, effective March 7, 1995, (“Maintenance Agreement”) which was amended by an assignment entered into on December 31, 2008, between SuperValu, the City and Veterans Memorial (“Assignment”) (collectively, the Maintenance Agreement and Assignment shall be referred to as the “Agreement”) which reassigned portions of the maintenance responsibilities and cost allocations regarding the use of one of the City’s parking lots amongst the parties; and WHEREAS, the City is entering into separate agreements with SuperValu and Veterans Memorial so that the parties can define the new obligations and responsibilities for each party regarding the use, maintenance responsibilities and cost allocations for the parking lot; and WHEREAS, the parties mutually desire to terminate the Agreement. NOW, THEREFORE, in consideration of the above recitals and One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby declare that: 1. The Agreement is hereby terminated in its entirety effective as of the Effective Date of this Termination. 2. The parties shall enter into new agreements with the City by separate instrument. 3. Governing Law. This Termination shall be construed in accordance with the laws of the State of Minnesota. 4. Severability. The invalidity of any covenant, restriction, condition, limitation, provision, paragraph or clause of this Termination, or any part of the same, or the inapplicability thereof to any person or circumstance, shall not impair or affect in any manner the validity, enforceability, or effect of the rest of this Termination, or the inapplicability of any such covenant, restriction, condition, limitation, provision, paragraph or clause to any other person or circumstance. 2 5. Binding Effect. This Termination shall run with the Property and is binding upon the heirs, successors, executors, administrators and assigns of the parties hereto. 6. Counterparts. This Termination may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. [Remainder of this page has been intentionally left blank] 3 IN TESTIMONY WHEREOF, the parties have caused this Termination to be executed as of the day and year first above written. CITY OF STILLWATER, By: Ted Kozlowski Mayor By: Beth Wolf City Clerk 4 SUPERVALU INC. By: Printed Name: Its: 5 STILLWATER VETERANS MEMORIAL Signature: Steven Vogl Its: 1 PARKING LEASE AGREEMENT BETWEEN THE CITY OF STILLWATER AND SUPERVALU INC. FOR PARKING LOTS 16 AND 17 THIS LEASE AGREEMENT (“Agreement”) is entered into this day of , 2023, (“Effective Date”) by and between the City of Stillwater, a Minnesota municipal corporation, 216 4th Street North, Stillwater, MN 55082 (the “City”), and SuperValu Inc., a Delaware corporation, 421 3rd Street South, Stillwater, MN 55082 (“SuperValu”). RECITALS WHEREAS, the City is the owner of Parking Lots 16 and 17, legally described on Exhibit A, attached hereto and incorporated herein (“City Property”); and WHEREAS, SuperValu owns real property at 421 3rd Street South in Stillwater, legally described on Exhibit B, attached hereto and incorporated herein (“SuperValu’s Property”); and WHEREAS, SuperValu uses a portion of City Property for its employee parking, depicted and identified as Lot #16 and Lot #17 on Exhibit C, attached hereto and incorporated herein (“Leased Premises”); and WHEREAS, the City and SuperValu are parties to a Parking Lot Maintenance Agreement, effective March 7, 1995, (“Maintenance Agreement”) which was amended by an assignment entered into on December 31, 2008, between SuperValu, the City and Veteran’s Memorial Committee (“Assignment”) which reassigned portions of the maintenance responsibilities and cost allocations regarding the Leased Premises amongst the parties; and WHEREAS, SuperValu desires to continue leasing the Leased Premises for purposes of nonexclusive parking of passenger vehicles for the benefit of employees employed at SuperValu’s Property and desires the City to perform or contract for the performance of the maintenance required for the Leased Premises; and WHEREAS, SuperValu, the City and Stillwater Veteran’s Memorial Committee have 2 terminated the Maintenance Agreement and Assignment so that the parties can define the new obligations and responsibilities for each party regarding the Leased Premises. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Use. A. Subject to the terms and upon the conditions set forth in this Agreement, the City, its successors and assigns, hereby grants SuperValu and its invitees, contractors, agents and employees the perpetual and nonexclusive use of the Leased Premises for pedestrian ingress and egress, vehicular ingress and egress, short-term (less than 24 hours) vehicular parking and parking-related uses in the course of the business operated on the SuperValu’s Property, on a first-come, first-serve basis. B. SuperValu will not use the Leased Premises for the storage of trailers, recreational vehicles, semi-trailer trucks or any other vehicles of any kind. C. SuperValu will not use or permit the use of the Leased Premises for any unlawful purpose, maintain any nuisance, permit any waste, or use the Leased Premises in any way that creates a hazard to persons or property. D. The driveways and drive aisles used for vehicular ingress and egress located within the Leased Premises shall be kept open, and no one shall permit any vehicle to be parked or any obstruction of any kind to exist in said driveways or drive aisles which will in any way prevent or obstruct vehicular traffic or parking on the Leased Premises, subject only to necessary utility work within utility easements, or parking lot maintenance and repair. E. City shall be permitted to use the Leased Premises at any time for a public purpose. 2. Term. The initial term of this Agreement shall commence on the Effective Date. The Initial Term shall be from the Effective Date through December 31, 2024. (“Initial Term”) Thereafter, the terms shall be on a 12-month calendar year basis, beginning each January 1st (“Renewal Term”) and shall automatically renew from year to year upon these same terms and conditions, unless sooner terminated as provided in this Lease. 3. Rent. It is acknowledged that SuperValu has or will pay rent pursuant to the rent payment and schedule in the Maintenance Agreement and Assignment for the calendar year 2023. Beginning January 1, 2024, SuperValu shall pay annual rent to City in the amount of $20,000 (“Rent”), which shall be due and payable to the City in equal quarterly installments, due on or before January 1st, April 1st, July 1st, and October 1st. Rent shall be increased each year on January 1 (beginning January 1, 2025) by 5% of the previous year’s annualized Rent. 4. Maintenance. A. Parking surface construction and repair. City shall, at its sole expense, be responsible for the construction, maintenance and repair of the parking surfaces of the Leased 3 Premises. City shall maintain in good order and repair the structural elements and surfaces of the driveways and parking areas located upon the Leased Premises. B. Cleaning and plowing parking areas, sidewalks and crosswalks. City shall clear all driveways and parking areas of the Leased Premises of dirt, trash, snow and ice in a timely manner. Specifically, City must use its best efforts to complete snowplowing of the parking areas by 6:00 a.m. after a snow event and clearing crosswalks and sidewalks from the Leased Premises to the SuperValu Property to allow safe passageway for pedestrians. C. Leased Premises landscaping. City shall provide or contract for the services to provide extraordinary landscape services from May 1 through November 11 each year that includes, but is not limited to weeding, spring flower planting around spire and walkway, maintenance, such as trimming and pruning of plants and shrubs, plant and shrub replacement as needed, spring and fall cleanup, touch up painting of handrails, painting of concrete retaining walls, procuring and installing pavers, touchup painting of pavers, refinishing of wooden benches, spire and flag light maintenance, and general landscaping and mulching. 5. Insurance. City shall maintain general liability and property insurance for the Leased Premises. 6. Indemnification. Each party (“Indemnifying Party”) hereby indemnifies, defends and holds the other party and its employees, agents, insurers and assigns harmless from and against all claims, actions, costs (including without limitation reasonable attorneys’ fees and costs and witnesses’ fees and costs) or damages of every kind and description (including without limitation claims for property damage or personal injury), fees, judgments, expenses, liabilities, liens, and suits, known or unknown, liquidated or unliquidated, which accrue to or are suffered by any person or property resulting from i) the negligence or willful misconduct of the other party or ii) any default by the other party in performing its obligations under this Agreement. 7. Events of Termination. Except as otherwise provided herein, this Agreement may be terminated by either party upon written notice to the other party as follows: A. By either party upon a default of any covenant or term hereof by the other party, which default is not cured within fifteen (15) days of receipt of written notice of default to the other party (without, however, limiting any other rights of the parties pursuant to any other provision hereof); or B. By either party upon sixty (60) days’ written to the other party. 8. Surrender. Subject to the terms of this Agreement, on termination of this Agreement, the SuperValu shall peaceably and quietly surrender the Leased Premises, and shall remove any fixtures and personal property, if any, from the Leased Premises. Personal property owned by SuperValu and not so removed shall be deemed abandoned by and shall become the property of the City. 9. General Provisions: A. Assignment. This Agreement is not assignable without the mutual written agreement of the parties. 4 B. Notices. All notices provided herein shall be effective when personally served or upon mailing, postage prepaid, certified mail, return receipt requested or overnight courier to the following addresses or to such other address as either party may designate: To the City: City of Stillwater Attn: City Administrator 216 North Fourth Street Stillwater, MN 55082 To the SuperValu: SuperValu Inc. 421 3rd Street South Stillwater, MN 55082 C. Severability. If any term of this Agreement is found be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. D. Data Practices Compliance. All data collected by the City pursuant to this Agreement shall be subject to the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. E. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota, County of Washington. Any legal action shall be venued in Washington County District Court. F. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto as to the subject matter addressed herein, and supersedes all prior agreements and understandings, whether written or oral, between the parties hereto with regard to such subject matter. G. Counterparts. This Agreement may be executed in any number of original counterparts, all of which evidence only one agreement, binding on all parties, even though all parties are not signatory to the same counterpart. H. Prior Leases. All prior lease agreements, including the RR Lease, are hereby terminated. [remainder of page intentionally blank] 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. CITY OF STILLWATER, By: Ted Kozlowski Mayor By: Beth Wolf City Clerk STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON ) On this day of , 2023, before me a Notary Public within and for said County, personally appeared Ted Kozlowski and Beth Wolf to me personally known, who being each by me duly sworn, each did say that they are respectively the Mayor and City Clerk of the City of Stillwater, the municipality named in the foregoing instrument, and that the said instrument was signed on behalf of said municipality by authority of its City Council and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said municipality. Notary Public 6 SUPERVALU INC. By: Printed Name: Its: STATE OF ) ) ss. COUNTY OF ) On this _____ day of , 2023, before me a Notary Public within and for said County, personally appeared ______________________ to me personally known, who being by me duly sworn, did say that he is the ___________________________ of SuperValu Inc. a Delaware corporation, the entity named in the foregoing instrument, and that said instrument was signed on behalf of said corporation. Notary Public This instrument drafted by and after recording, please return to: Korine L. Land (#262432) LeVander, Gillen & Miller, P.A. 1305 Corporate Center Drive, Suite 300 Eagan, MN 55121 651-451-1831 A-1 EXHIBIT A LEGAL DESCRIPTION OF THE CITY PROPERTY Real property situated in Washington County, Minnesota, legally described as follows: Lot Two (2), Except the North Eleven (11) feet of the East Seventy (70) feet thereof, all of Lots Three (3), Four (4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11), and Twelve (12), all in Block Thirty-six (36), Original Town (now City) of Stillwater, according to the plat thereof on file and of record in the office of the County Recorder, Washington County, Minnesota; together with the East Eleven (11) feet of South 4th Street that accrues to Lots Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11), and Twelve (12), Block Thirty-six (36), Original Town (now City) of Stillwater, by reason of the vacation thereof PID: 2803020430047 Abstract Property B-1 EXHIBIT B LEGAL DESCRIPTION OF SUPERVALU PROPERTY Real property situated in Washington County, Minnesota, legally described as follows: All of Lots 8, 9, 10 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, Block 35 of the Original Town (now City) of Stillwater. Also part of Lot 7, Block 35, Original Town (now City) of Stillwater, described as follows, to-wit: being all lying South of the South line of that tract deeded to Stillwater Gas & Electric Light Co. in Book 28 of Deeds, page 349 and being about 14.62 feet on West line and 13.85 feet on 2nd Street. Also part of Lot 6, Block 35, Original Town (now City) of Stillwater, described as follows, to-wit: Beginning on the West line 235.00 feet South of Northwesterly corner of Lot, thence Easterly at right angles to 3rd Street to the intersection with the West line of Lot 7 if extended Northerly, thence South to Northwest corner of Lot 7, thence Southwesterly along the Northerly line of Lot 22 to 3rd Street, thence North to beginning. According to the plat thereof on file and of record in the office of the County Recorder, Washington County, Minnesota. PID: 2803020440027 Abstract Property C-1 EXHIBIT C DEPICTION OF LEASED PREMISES 1 AGREEMENT FOR PARKING LOT MAINTENANCE SERVICES THIS AGREEMENT (“Agreement”) is made and executed this _____day of ____________, 2023, (“Effective Date”) by and between the City of Stillwater, 216 4th Street North, Stillwater, MN 55082, (“City”) and Stillwater Veterans Memorial, PO Box 137, Stillwater, MN 55082 (“Contractor”). WHEREAS, the City has accepted the proposal of the Contractor for certain Services; and WHEREAS, Contractor desires to perform the Services for the City under the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the mutual consideration contained herein, it is hereby agreed as follows: 1. SERVICES. a. From May 1 through November 11 each year, City agrees to engage Contractor as an independent contractor for the purpose of performing certain Services (“Services”), as defined in the following documents: i. A list of services, attached hereto and incorporated herein as Exhibit A; ii. A site maintenance contract draft attached hereto and incorporated herein as Exhibit B. (Hereinafter “Exhibits.”) Where terms and conditions of this Agreement and those terms and conditions included in the Exhibits specifically conflict, the terms of this Agreement shall apply. b. Contractor covenants and agrees to provide Services to the satisfaction of the City in a timely fashion, as set forth in the Exhibits, subject to Section 9 of this Agreement. c. Contractor agrees to comply with all federal, state, and local laws and ordinances applicable to the Services to be performed under this Agreement, including all safety standards. The Contractor shall be solely and completely responsible for conditions of the job site, including the safety of all persons and property during the performance of the Services. The Contractor represents and warrants that it has the requisite training, skills, and experience necessary to provide the Services and is appropriately licensed and has obtained all permits from all applicable agencies and governmental entities. 2 2. PAYMENT. a. City agrees to pay the Contractor a fee of $1,916.67 for Services performed during the Initial Term, as defined below, which is due and payable by October 9, 2023. City agrees to pay the Contractor a fee of $11,500 for any Renewal Term, defined below, and the Contractor agrees to receive and accept payment for Services. Payment for all Renewal Terms shall be paid in six (6) equal installments, which will be processed on the first Tuesday of each month during the Renewal Term. Payments shall only be made during the months of the Initial Term and any Renewal Term. b. Any changes in the scope of the work of the Services that may result in an increase to the compensation due the Contractor shall require prior written approval by the authorized representative of the City or by the City Council. The City will not pay additional compensation for Services that do not have prior written authorization. 3. TERM. The Initial Term of this Agreement shall commence on the Effective Date and terminate on November 11, 2023. (“Initial Term”) Thereafter, the Term shall be from May 1 through November 11 each year (“Renewal Term”) and shall automatically renew from year to year upon these same terms and conditions, unless sooner terminated or amended as provided in this Lease. 4. [Intentionally deleted]. 5. TERMINATION AND REMEDIES. a. Termination for Convenience. This Agreement may be terminated by either party upon 30 days’ written notice delivered to the other party at the addresses listed in Section 15 of this Agreement. Upon termination under this provision, if there is no default by the Contractor, Contractor shall be paid for Services rendered and reimbursable expenses through the date of termination. b. Termination Due to Default. This Agreement may be terminated by either party upon written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement. The non-performing party shall have fifteen (15) calendar days from the date of the termination notice to cure or to submit a plan for cure that is acceptable to the other party. c. Remedies. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City as a result of any breach of this Agreement by the Contractor. The City may, in such event: i. Withhold payments due to the Contractor for the purpose of set-off until such time as the exact amount of damages due to the City is determined. 3 ii. Perform the Services, in which case, the Contractor shall within 30 days after written billing by the City, reimburse the City for any costs and expenses incurred by the City. The rights or remedies provided for herein shall not limit the City, in case of any default by the Contractor, from asserting any other right or remedy allowed by law, equity, or by statute. d. Upon termination of this Agreement, the Contractor shall furnish to the City copies or duplicate originals of all documents or memoranda prepared for the City not previously furnished. 6. SUBCONTRACTORS. Contractor may enter into subcontracts for any of the Services provided for in this Agreement with the express written consent of the City’s Representative. The Contractor shall pay any subcontractor involved in the performance of this Agreement within the ten (10) days of the Contractor’s receipt of payment by the City for undisputed services provided by the subcontractor. 7. STANDARD OF CARE. In performing its Services, Contractor will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession in the same locality at the time the Services are provided. 8. INSPECTION OF WORK. All materials and workmanship will be subject to inspection, examination, and testing by the City, who will have the right to reject defective material and workmanship or require its correction. 9. DELAY IN PERFORMANCE. Neither City nor Contractor shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the nonperforming party. For purposes of this Agreement, such circumstances include, but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war, riots, and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; judicial restraint; and inability to procure permits, licenses or authorizations from any local, state, or federal agency for any of the supplies, materials, accesses, or services required to be provided by either City or Contractor under this Agreement. If such circumstances occur, the nonperforming party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Contractor will be entitled to payment for its reasonable additional charges, if any, due to the delay. 10. CITY’S REPRESENTATIVE. The City has designate Shawn Sanders to act as the City’s representative with respect to the Services to be performed under this Agreement. He or she shall have complete authority to transmit instructions, receive information, interpret, and define the City’s policy and decisions with respect to the Services covered by this Agreement. 4 11. PROJECT MANAGER AND STAFFING. The Contractor has designated and to be the primary contacts for the City in the performance of the Services. They shall be assisted by other staff members as necessary to facilitate the completion of the Services in accordance with the terms established herein. Contractor may not remove or replace these designated staff without the approval of the City. 12. INDEMNIFICATION. a. Contractor and City each agree to defend, indemnify, and hold harmless each other, its agents and employees, from and against legal liability for all claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are caused by its negligent acts, errors, or omissions. In the event claims, losses, damages, or expenses are caused by the joint or concurrent negligence of Contractor and City, they shall be borne by each party in proportion to its own negligence. b. Contractor shall indemnify City against legal liability for damages arising out of claims by Contractor’s employees or subcontractors, including all liens. City shall indemnify Contractor against legal liability for damages arising out of claims by City’s employees or subcontractors. 13. INSURANCE. During the performance of the Services under this Agreement, Contractor shall maintain the following insurance: a. Commercial General Liability Insurance, with a limit of $1,500,000 for any number of claims arising out of a single occurrence, pursuant to Minnesota Statutes, Section 466.04, or as may be amended; b. Workers’ Compensation Insurance in accordance with statutory requirements. c. Automobile Liability Insurance, with a combined single limit of $1,000,000 for each person and $1,000,000 for each accident. Contractor shall furnish the City with certificates of insurance, which shall include a provision that such insurance shall not be canceled without written notice to the City. The City shall be named as an additional insured on the Commercial General Liability Insurance policy. 14. WARRANTIES. Contractor warrants and guarantees that title to all work, materials, and equipment covered by any invoice, will pass to City no later than the Completion Date. Contractor warrants that all work will be free from defects and that all materials will be new and of first quality. If within one (1) year after final payment any work or material is found to be defective, Contractor shall promptly, without cost to the City, correct such defect. 5 15. NOTICES. Notices shall be communicated to the following addresses: If to City: City of Stillwater 216 4th Street North Stillwater, MN 55082 Attention: City Administrator Or e-mailed: jkohlmann@ci.stillwater.mn.us If to Contractor: Stillwater Veterans Memorial PO Box 137 Stillwater, MN 55082 Attention: Steven Vogl Or emailed: Steve.vogl@metc.state.mn.us 16. INDEPENDENT CONTRACTOR STATUS. All services provided by Contractor, its officers, agents and employees pursuant to this Agreement shall be provided as employees of Contractor or as independent contractors of Contractor and not as employees of the City for any purpose. 17. [Intentionally deleted] 18. GENERAL PROVISIONS. a. Assignment. This Agreement is not assignable without the mutual written agreement of the parties. b. Waiver. A waiver by either City or Contractor of any breach of this Agreement shall be in writing. Such a waiver shall not affect the waiving party’s rights with respect to any other or further breach. c. Nondiscrimination. Contractor agrees that in the hiring of employees to perform Services under this Agreement, Contractor shall not discriminate against any person by reason of any characteristic protected by state or federal law. d. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Minnesota and any action must be venued in Washington County District Court. e. Amendments. Any modification or amendment to this Agreement shall require a written agreement signed by both parties. 6 f. Severability. If any term of this Agreement is found be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. g. Data Practices Compliance. All data collected by the City pursuant to this Agreement shall be subject to the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. h. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. [Remainder of page intentionally blank] 7 CITY OF STILLWATER By: Ted Kozlowski, Mayor By: Beth Wolf, City Clerk 8 STILLWATER VETERANS MEMORIAL Signature: Steven Vogl Its: A-1 EXHIBIT A In addition to the items listed in the Site Maintenance Contract, attached as Exhibit B, the following Services shall also be provided:  Spring Flower planting around spire and walkway  Plant and Shrub replacement as needed  Touch up painting of Handrails  Painting of concrete retaining walls  Procure and install Pavers  Touchup painting of Pavers  Refinish of wooden benches.  Spire and Flag light maintenance  Site landscape mulch B-1 EXHIBIT B Stillwater Veterans Memorial P.O. Box 137 Stillwater, Minnesota 55082 SITE MAINTENANCE CONTRACT (the “Contract”) This is a site maintenance contract between Stillwater Veterans Memorial Committee (the “Customer”) and Name, Street, City, State Zip (the “Contractor”). Under the terms set forth below, the Customer agrees to purchase the services of the Contractor for the purpose of maintaining the Riverview Parking Lots and Stillwater Veterans Memorial site during the period May 1, 2023 through November 11, 2023 as outlined below. Contractor agrees to render services as outlined below. As consideration, Customer agrees to pay Contractor six equal monthly payments of $xxx.xx (xxx.xx) (the “Agreed Monthly Total”) in exchange for performing the site maintenance services described below. The first payment will be submitted to the contractor on the 10th day of each month starting May 2023. Each of the following five payments will be submitted to the contractor by the 10th day of each month. SPRING CLEAN UP. A one time spring cleanup shall be completed no later than May 6, 2023, or earlier if weather and ground conditions permit. Contractor will: ● Complete grounds cleanup to remove all debris, accumulated sand, leaves, and other foreign material from the entire site, to include the upper and lower parking lots. ● Hand rake and/or blow around trees, shrub and flowerbeds, and obstacles as required. Blow all grass residue and debris from pavers, walkways, and other hard surfaces. ● Remove all foreign materials/trash, paper, cans, etc. from site wild and growing areas. ● All debris, and leaves, and grass will be removed from the complex and disposed of offsite. GRASS MOWING. Contractor will mow grass weekly during the contract period in all areas outlined in Appendix I as necessary to maintain a well-groomed appearance, to include a grass height of 2.5 inches – 4 inches (accounting for periods of uneven growth and to be adjusted according to ground moisture or periods of drought, so as to maintain a healthy lawn). Contractor will: ● Take care to deflect grass away from lots, sidewalks, and/or pavers. _ .. __ -- B-2 ● Remove and dispose of small branches, garbage and other small debris from grounds. ● Trim around fences, shrubs, trees, and other obstructions, as necessary to maintain a well-groomed appearance. ● Blow all grass residue and debris from pavers, walkways, and other hard surfaces after mowing. Grass clippings are to be picked up in excessive growth areas during periods of heavy growth. In no case will excessive grass clippings be allowed to remain on the turf, and shall be picked up at the time of mowing trimming, and will be disposed of off site. ● Edge walks and curbs using the slice method to keep vegetation from growing onto paved surfaces, three times per growing season (before each major summer holiday (Memorial Day, Fourth of July, and Labor Day). Remove debris from all sidewalks and walkways as required after completion of each edging operation. ● Repair all areas damaged by scalping or tire marks within seven days of occurrence. ● Mowing will not occur when the grass is excessively wet due to rain or dew. In the event of rain contractor will come back and mow when better conditions are present. Areas that are sun burned, or did not grow, will be skipped until the weather permits cutting those particular areas. FERTILIZER/WEED CONTROL. Apply fertilizer to include weed control a minimum of three times in the spring, mid-summer, and fall. Maintain grass, planting beds, walkways, and the vicinity of trees as required to be free of all weeds and suckers. ● Apply pre-emergent to shrub areas once in the spring. ● Apply post-emergent to shrub areas once in the fall and as needed. ● Maintain grass, planting beds, and walkways free of weeds. ● Pull weeds on a weekly basis as necessary to maintain the site in a neat, trimmed appearance. ● Trim growth 3 feet back from curb in area marked “Natural Area” in Appendix I to maintain a neat, trimmed appearance. TREE & SHRUB TRIMMING. Trim trees less than 12 feet tall annually and trim shrubs in areas outlined in Appendix I as required to maintain a uniformly neat appearance and clearance of all walkways. ● Tree trimming is to include eliminating dead wood, suckering, and to reduce hazard. Additionally, trees over and/or near walk areas are to be monitored and trimmed to provide adequate pedestrian clearance. ● All dead or diseased wood will be removed to maximize aesthetic quality as well as any suckers or problematic branches, not to exceed 50% of the total branches. ● All branches will be picked up upon completion of pruning and disposed of off site. B-3 FALL CLEAN UP. In the fall, no later than October 31, 2023, the Contractor will: ● Complete cleanup of grounds to remove all debris, leaves, and other foreign material from the entire site, to include the upper, middle, and lower parking lots. ● Conduct a perennial cutback and hand rake and/or blow around trees, shrub and flowerbeds, and obstacles as required. Blow all grass residues from pavers, walkways, and other hard surfaces. ● Remove all foreign materials/trash, paper, cans, etc. from site growing areas. ● All debris and leaves will be removed from the complex. ● Last mowing in fall to be cut at 2.5 inches. ● A second fall clean up of remaining/late falling leaves and perennial cutback will be completed prior to November 11th. SPRING FALL/SEEDING. Contractor will advise Stillwater Veterans Memorial representative of the need for over seeding of grass areas. Once seeded, Contractor has no control over weather, watering, or other practices of Customer. Contractor does not guarantee the germination rate of seed, or general success of the seeding. The cost of grass seed is not included in this contract. ● Over seed grass areas once in the spring and once in the fall as necessary. ● Advise Customer if lawn aeration is required, with aeration to be performed and billed under a separate arrangement. REQUIRED EQUIPMENT. Contractor agrees to furnish any and all equipment, including lawn mowers, weed trimmers, leaf blowers, hedge trimmers, rakes, brooms, etc. required to perform site maintenance as outlined in this Contract. Additionally, Contractor agrees to furnish fuel for said equipment and any additional services required to maintain said equipment. Customer is not responsible or liable for any equipment furnished by the Contractor. Failure of equipment or vehicles will not cause a failure of Contractor to execute contract. ADDITIONAL SUPPLIES. The Customer will reimburse the Contractor for additional supplies required for site maintenance. Prior approval by the Customer for the Contractor to purchase additional supplies is required. Additional supplies are generally limited to grass seed, mulch, and pulverized black dirt as required to properly maintain the landscaping of the site. These items must be purchased by Contractor at contractor price. Material will be invoiced to the Customer for reimbursement without any surcharge or delivery fee. Customer may require copy of original receipt for any supplies before providing reimbursement. Any delivery charges will be the sole responsibility of Contractor and will not be reimbursed by the Customer. PAYMENTS/COMPENSATION. Customer will submit payment of Agreed Monthly Total to the Contractor by the 10th of each month, provided satisfactory rendering of services. B-4 NON-PAYMENT CLAUSE. Customer maintains the right to withhold payment for any service completed that does not meet the approval of the Customer. Once the parties agree maintenance has been performed to the Contract standards, payment will be issued. INSURANCE. Contractor is solely responsible for maintaining liability insurance as required by Minnesota law. A Certification of Insurance for Public Liability will be furnished to Customer prior to initiation of contract. TERMINATION. Customer may cancel this agreement by mailing written notice to Contractor before midnight of the tenth business day after Customer has signed this agreement. If after that time Customer wishes to terminate this Contract, Customer must provide Contractor thirty (30) days advance written notice. Customer may terminate contract for any reason. This contract will be interpreted and enforced in accordance with the laws of the State of Minnesota. If any portion of this Contract is determined to be invalid, illegal, or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Contract shall remain in full force. The parties approving this Contract certify that they are fully authorized to execute this Contract and are in compliance with all legal requirements. The undersigned and the organizations they represent agree to the terms and obligations set forth by this Contract, signed this XXth day of April, 2023. ________________________________ ______________________________________ “Contractor” “Customer” Aaa, Bbb, Ccc, Owner Steven Vogl, Chairman Xxx Stillwater Veterans Memorial Committee 1111 ■ B-5 Site Map of Stillwater Veterans Memorial Flower Beds   DATE: September 19th, 2023 TO: Honorable Mayor and City Council FROM: Joe Kohlmann, City Administrator SUBJECT: Strategic Plan Timeline Addendum Overview: The City of Stillwater conducted Strategic Planning in May 2023. Attached is an addendum illustration forecasted timelines for the Strategic Plan. Recommendation Approve the Strategic Plan Addendum. 2023 2024 TASK ------A. COMMUNICATIONS/ RELATIONSHIP BUILDING IMPLEMENT COMMUNICATIONS STRATEGY FOR PUBLIC TEAM BUILDING DEVELOP/MAINTAIN KEY PARTNERSHIPS STAFFING/ RECRUITMENT/ RETENTION / SUCCESSION PLANNING B. OPERATIONS COMMUNITY DEVELOPMENT CUSTOMER SERVICE CAPITAL PROJECT PLANNING AND EXECUTION ALTERNATIVE REVENUE ENHANCEMENT DOWNTOWN PARKING EMPLOYEE TRAINING EVENT METRICS ERP SOFTWARE IMPLEMENTATION C. COMMUNITY ECONOMIC DEVELOPMENT -DEFINE TOOLS AND APPLICATION DEVELOP RIVERFRONT PARKS CONTINUE RECREATION CENTER ENHANCEMENTS CITY OF STILLWATER STRATEGIC PLAN - ONGOING ONGOING -- ONGOING ONGOING ONGOING ONGOING -- ONGOING 2023 To Do's I 10 DATE: September 13, 2023 TO: Honorable Mayor and City Councilmembers FROM: Beth Wolf, City Clerk SUBJECT: Therapeutic Massage Business License and Individual Massage Therapist License BACKGROUND Aaron Kuen owner of Renew and Recover Massage Therapy has completed submitting his Therapeutic Massage Business application and Individual Massage Therapist application items and ready for approval. ACTION REQUESTED If Council concurs with the recommendation, they should pass a motion to adopt RESOLUTION 2023-__ APPROVING ISSUANCE OF NEW THERAPEUTIC MASSAGE BUSINESS LICENSE AND INDIVIDUAL MASSAGE THERAPIST LICENSE to Aaron Kuen dba Renew and Recover Massage Therapy. City of Stillwater Washington County, Minnesota RESOLUTION 2023- APPROVING ISSUANCE OF NEW THERAPEUTIC MASSAGE BUSINESS LICENSE AND INDIVIDUAL MASSAGE THERAPIST LICENSE WHEREAS, a request from the following business and message therapist has been received for the issuance of a Therapeutic Massage Business License and Individual Massage Therapist License; and WHEREAS, all required documentation has been submitted and fees paid. NOW THEREFORE BE IT RESOLVED by the City Council of the City of Stillwater, Minnesota hereby approves the issuance of Therapeutic Massage Business License and Individual Massage Therapist License to the following conditioned upon approval from the Police Department and City Clerk’s Office. Business Location Massage Therapist(s) Renew and Recover Massage Therapy 1110 Broadway St N Aaron Kuen Adopted by the Stillwater City Council this 19th day of September, 2023. CITY OF STILLWATER _________________________ Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated July 2023 1 STATE OF MINNESOTA GRANT CONTRACT AGREEMENT This grant contract agreement is between the State of Minnesota, acting through its Commissioner of Natural Resources, Division of Forestry, 500 Lafayette Road, St. Paul, MN 55155 ("STATE") and CITY OF STILLWATER FIRE DEPT, 216 N 4TH ST, STILLWATER, MN 55082- ("GRANTEE"). Recitals 1. Under Minn. Stat. §84.026, §84.085, Subd. 1, and the State is empowered to enter into this grant contract agreement. 1. The State is in need of fire department assistance to suppress wildland fires. 2. The Grantee represents that it is duly qualified and agrees to perform all services described in this grant contract agreement to the satisfaction of the State. Pursuant to Minn.Stat.§16B.98, Subd.1, the Grantee agrees to minimize administrative costs as a condition of this grant contract agreement. Grant Contract Agreement 1 Term of Grant Contract Agreement 1.1 Effective date: September 19, 2023 Per Minn. Stat.§16B.98, Subd. 5, the Grantee must not begin work until this grant contract agreement is fully executed and the State's Authorized Representative has notified the Grantee that work may commence. Per Minn.Stat.§16B.98 Subd. 7, no payments will be made to the Grantee until this grant contract agreement is fully executed. 1.2 Expiration date: June 01, 2024, or until all obligations have been satisfactorily fulfilled, whichever occurs first. 1.3 Survival of Terms. The following clauses survive the expiration or cancellation of this grant contract agreement: 8. Liability; 9. State Audits; 10. Government Data Practices and Intellectual Property; 12. Publicity and Endorsement; 13. Governing Law, Jurisdiction, and Venue; and 15 Data Disclosure. 2 Grantee’s Duties The Grantee, who is not a state employee, will: Comply with required grants management policies and procedures set forth through Minn.Stat.§16B.97, Subd. 4 (a) (1). Complete work specified in Exhibit A, Project Proposal, which is attached and incorporated into this grant contract agreement. Highest priority is indicated in the Office Use Only box of Exhibit A; however, any of the listed projects or a combination of the listed projects on Exhibit A, may also qualify for this grant with written approval from the State of Minnesota. Ensure all equipment acquired through this grant must be used solely for prevention, suppression and control of fire. Report GPS locations of dry hydrants or water facilities constructed under this grant to Shelly Greniger, Rural Fire Programs Assistant, 402 Southeast Eleventh Street, Grand Rapids, Minnesota 55744 or his/her successor. 3 Time The Grantee must comply with all the time requirements described in this grant contract agreement. In the performance of this grant contract agreement, time is of the essence. Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated July 2023 2 4 Consideration and Payment 4.1 Consideration. The State will pay for all services performed by the Grantee under this grant contract agreement as follows: (a) Compensation The Grantee will be paid in the amount not to exceed $3211.00 (b) Matching Requirements The State shall reimburse Grantee for up to 50% of the reasonable net cost of items purchased or expenditures made, in accordance with the approved project proposal. This reimbursement shall not exceed the total amount of this grant. (c) Travel Expenses Reimbursement for travel and subsistence expenses actually and necessarily incurred by the Grantee as a result of this grant contract agreement will not exceed $0.00; provided that the Grantee will be reimbursed for travel and subsistence expenses in the same manner and in no greater amount than provided in the current "Commissioner’s Plan” promulgated by the Commissioner of Minnesota Management and Budget (MMB). The Grantee will not be reimbursed for travel and subsistence expenses incurred outside Minnesota unless it has received the State’s prior written approval for out of state travel. Minnesota will be considered the home state for determining whether travel is out of state. (d) Total Obligation. The total obligation of the State for all compensation and reimbursements to the Grantee under this grant contract agreement will not exceed $3211.00. (e) Invoices The State will promptly pay the Grantee after the Grantee presents an itemized invoice for the services actually performed and the State's Authorized Representative accepts the invoiced services. Invoices must be submitted timely and according to the following schedule: The State is to be invoiced on or before June 15, 2024, or the contract will be canceled without further notification. (f) Unexpended Funds The Grantee must promptly return to the State any unexpended funds that have not been accounted for annually in a financial report to the State due at grant closeout. 4.2 Contracting and Bidding Requirements Per Minn. Stat. §471.345, grantees that are municipalities as defined in Subd. 1 must follow the law. (a) For projects that include construction work of $25,000 or more, prevailing wage rules apply per Minn. Stat. §§177.41 through 177.44. These rules require that the wages of laborers and workers should be comparable to wages paid for similar work in the community as a whole. (b) The grantee must not contract with vendors who are suspended or debarred in MN: https://mn.gov/admin/osp/government/suspended-debarred/index2.jsp 5 Conditions of Payment All services provided by the Grantee under this grant contract agreement must be performed to the State’s satisfaction, as determined at the sole discretion of the State’s Authorized Representative and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Grantee will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state, or local law. Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated July 2023 3 6 Authorized Representative The State's Authorized Representative is Shelly Greniger, Rural Fire, 402 SE 11th Street, Grand Rapids, MN 55744, (218) 322-2692, shelly.greniger@state.mn.us , or his/her successor, and has the responsibility to monitor the Grantee’s performance and the authority to accept the services provided under this grant contract agreement. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each invoice submitted for payment. The Grantee’s Authorized Representative is CITY OF STILLWATER FIRE DEPT, STU GLASER, 216 N 4TH ST, (651) 351-4963, sglaser@ci.stillwater.mn.us. If the Grantee’s Authorized Representative changes at any time during this grant contract agreement, the Grantee must immediately notify the State. 7 Assignment Amendments, Waiver, and Grant Contract Agreement Complete 7.1 Assignment The Grantee shall neither assign nor transfer any rights or obligations under this grant contract agreement without the prior written consent of the State, approved by the same parties who executed and approved this grant contract agreement, or their successors in office. 7.2 Amendments Any amendments to this grant contract agreement 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 grant contract, or their successors in office. 7.3 Waiver If the State fails to enforce any provision of this grant contract agreement, that failure does not waive the provision or the State’s right to enforce it. 7.4 Grant Contract Agreement Complete This grant contract agreement contains all negotiations and agreements between the State and the Grantee. No other understanding regarding this grant contract, whether written or oral, may be used to bind either party. 8 Liability The Grantee must indemnify, save, and hold the State, its agents, and employees harmless from any claims or causes of action, including attorney’s fees incurred by the State, arising from the performance of this grant contract agreement by the Grantee or the Grantee’s agents or employees. This clause will not be construed to bar any legal remedies the Grantee may have for the State's failure to fulfill its obligations under this grant contract agreement. 9 State Audits Under Minn. Stat. § 16B.98, Subd.8, the Grantee’s books, records, documents, and accounting procedures and practices of the Grantee or other party relevant to this grant contract agreement or transaction are subject to examination by the Commissioner of Administration, by the State granting agency and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this grant contract agreement, receipt and approval of all final reports, or the required period of time to satisfy all state and program retention requirements, whichever is later 10 Government Data Practices and Intellectual Property Rights 10.1 Government Data Practices The Grantee and State 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 grant contract, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Grantee under this grant contract agreement. The civil remedies of Minn. Stat. §13.08 apply to the release of the data referred to in this clause by either the Grantee or the State. If the Grantee receives a request to release the data referred to in this Clause, the Grantee must immediately notify the State. The State will give the Grantee instructions concerning the release of the data to the requesting party before the data is released. The Grantee’s response to the request shall comply with applicable law 10.2 Intellectual Property Rights Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated July 2023 4 The State owns all rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the Works and Documents created and paid for under this contract. If intellectual property rights are identified, the grantee must contact the DNR immediately. 11 Workers Compensation The Grantee certifies that it is in compliance with Minn. Stat. §176.181, Subd. 2, pertaining to workers’ compensation insurance coverage. The Grantee’s employees and agents will not be considered State employees. Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of these employees and any claims made by any third party as a consequence of any act or omission on the part of these employees are in no way the State’s obligation or responsibility. 12 Publicity and Endorsement 12.1 Publicity Any publicity regarding the subject matter of this grant contract agreement must identify the State as the sponsoring agency and must not be released without prior written approval from the State’s Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this grant contract. All projects primarily funded by state grant appropriations must publicly credit the State of Minnesota, including on the grantee’s website when practicable. 12.2 Endorsement The Grantee must not claim that the State endorses its products or services. 13 Governing Law, Jurisdiction, and Venue Minnesota law, without regard to its choice-of-law provisions, governs this grant contract agreement. Venue for all legal proceedings out of this grant contract agreement, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 14 Termination 14.1 (a) Termination by the State The State may immediately terminate this grant contract agreement with or without cause, upon 30 days’ written notice to the Grantee. Upon termination, the Grantee will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed. (b) Termination by The Commissioner of Administration The Commissioner of Administration may unilaterally cancel this grant contract agreement if further performance under the agreement would not serve agency purposes or is not in the best interest of the State. 14.2 Termination for Cause The State may immediately terminate this grant contract agreement if the State finds that there has been a failure to comply with the provisions of this grant contract, that reasonable progress has not been made or that the purposes for which the funds were granted have not been or will not be fulfilled. The State may take action to protect the interests of the State of Minnesota, including the refusal to disburse additional funds and requiring the return of all or part of the funds already disbursed. 14.3 Termination for Insufficient Funding The State may immediately terminate this grant contract agreement if: (a) It does not obtain funding from the Minnesota Legislature. (b) Or, if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or fax notice to the Grantee. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Grantee will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated July 2023 5 penalty if the grant contract agreement is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Grantee notice of the lack of funding within a reasonable time of the State’s receiving that notice. 14.4 Additional alternate termination language may be negotiated on a case by case basis after the state agency has consulted with their legal and finance teams. 15 Data Disclosure Under Minn. Stat. § 270C.65, Subd. 3, and other applicable law, the Grantee consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state tax agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state tax laws which could result in action requiring the Grantee to file state tax returns and pay delinquent state tax liabilities, if any. Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated July 2023 6 1. STATE ENCUMBRANCE VERIFICATION Individual certifies that funds have been encumbered as required by Minn. Stat. § 16A.15 Signed: Date: SWIFT Contract/PO No(s).234763/ 238520 2. GRANTEE The Grantee certifies that the appropriate person(s) have executed the grant contract agreement on behalf of the Grantee as required by applicable articles, bylaws, resolutions, or ordinances. By: Title: Date: By: Title: Date: 3. STATE AGENCY By: (with delegated authority) Title: Date: Distribution: Agency Grantee State’s Authorized Representative Fire Department: Name & Title of person filling out form: Official FD Mailing Address Telephone Day: Fire Hall: City, State Zip: Fire Department E-mail (Required) VOLUNTEER FIRE ASSISTANCE MATCHING GRANT PROPOSAL Complete Mail or email to: Rural Fire Grant Project Proposal MN Interagency Fire Center 402 SE 11th Street Grand Rapids, Minnesota 55744 VFAGrants.dnr@state.mn.us POSTMARKED NO LATER THAN…………... July 1 1.Population directly benefiting from the project: _____________________ 2.Fire Department’s protection area (square miles): _____________________________ 3.Number of fire incidents for the previous year: wildland _______ structural _______ other______ 4.Fill in the estimated total cost of the project(s) and the Grand total the dollar amount requested. $ Wildland Personal Protective Equipment $ Structural Turnout Gear $ Excess Property Equipment Conversion $ Radios/Pagers $ Wildland Equipment $ Breathing Apparatus $ Water Movement Items $ Safety Equipment $ Other Miscellaneous Projects (Describe) $ Water Storage System Grand Total Dollars Requested $ Fire Department Chief’s Signature: _________________________________ Date:____________ OFFICE USE ONLY: GRANT APPROVED UP TO $___________APPROVAL DATE: _____________ PRIORITY IS FOR: ___________________________________________________ Modified Project: _____________________________Approval Date: _______________________ Exhibit A 3,211.00 9/11/2023 Radios, Pagers Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated July 2023 8 Minnesota Department of Natural Resources Conflict of Interest Disclosure Conflict of Interest: A conflict of interest occurs when a person has actual or apparent duty or loyalty to more than one organization and the competing duties or loyalties may result in actions which are adverse to one or both parties. A conflict of interest exists even if no unethical, improper or illegal act results from it. Actual Conflict of Interest: An actual conflict of interest occurs when a person’s decision or action would compromise a duty to a party without taking immediate appropriate action to eliminate the conflict. Examples include, but are not limited to:  One party uses his or her position to obtain special advantage, benefit, or access to the other party’s time, services, facilities, equipment, supplies, badge, uniform, prestige, or influence.  One party receives or accepts money (or anything else of value) from another party or has equity or a financial interest in or partial or whole ownership of the other party’s organization.  One party is an employee, board member or family member of the other party. Potential Conflict of Interest: A potential conflict of interest may exist if a person has a relationship, affiliation, or other interest that could create an inappropriate influence if the person is called on to make a decision or recommendation that would affect one or more of those relationships, affiliations, or interests. Organizational Conflict of Interest: A conflict of interest can also occur with an organization that is a grant applicant in a competitive grant process or grantee of a state agency. Organizational conflicts of interest occur when:  A grantee’s objectivity in carrying out the grant is impaired or compromised due to competing duties or loyalties  A grantee, potential grantee or grant applicant has an unfair competitive advantage through being furnished unauthorized proprietary information or source selection information that is not available to all competitors Grant Contract Agreement template for Competitively awarded, single/sole source, or formula grant process to Municipality FY24: Updated July 2023 9 This section to be completed by Grantee’s Authorized Representative (AR): I certify that we will maintain an adequate Conflict of Interest Policy, and throughout the term of our agreement, we will monitor and report any actual, potential, individual, or organizational conflicts of interest to the State’s Authorized Representative. I also certify that I have read and understand the description of conflict of interest above and as of this date (check one of the two boxes below):  I do not have any conflicts of interest relating to this project.  I have an actual, potential, individual, or organizational (indicate below) conflict of interest. The nature of the conflict is as follows: If at any time during the grant project I discover a conflict of interest, I will disclose that conflict immediately to the State’s Authorized Representative. Grantee AR’s Printed Name: Date: Grantee AR’s Signature: Organization Name: _____________________________________________________________ Project Name: __________________________________________________________________ Legal Citation: ML______, Chapter ______, Article ___, Section ___, Subdivision ____ --------------------------------------------------------------------------------------------------------------------------------- State AR’s Printed Name: ________________________________ Date: State AR’s Signature: ____________________________________ DATE: September 13, 2023 TO: Honorable Mayor and City Councilmembers FROM: Joe Kohlmann, City Administrator Sharon Provos, Finance Director SUBJECT: 2024 Preliminary Budget and Tax Levy/Truth in Taxation Meeting Date DISCUSSION The City Council has reviewed and discussed 2024 Budget proposals on August 15th and September 5th. These discussions have resulted in a General Fund Operating proposed tax levy of $14,847,295 and a proposed debt service levy of $3,982,058. This total proposed levy of $18,829,353 results in a 7.676% increase over the 2023 levy. The Preliminary Levy has to be set by September 30th. The City has the option to reduce the levy prior to final adoption but cannot increase the levy after the September 30th deadline. The Truth in Taxation meeting date is proposed at December 5th, 2023. ACTION REQUESTED Adopt Resolution 2023-xx Adopting the Proposed Tax Levy for the Payable Year 2024 Adopt Resolution 2023-xx Adopting the Proposed Budget Appropriations for the Year 2024 Adopt Resolution 2023-xx Setting the Payable 2024 Truth-N-Taxation Public Meeting City of Stillwater Washington County, Minnesota RESOLUTION 2023- ADOPTING THE PROPOSED TAX LEVY FOR THE PAYABLE YEAR 2024 BE IT RESOLVED, by the City Council of the City of Stillwater, Minnesota, that the sum of $18,829,353 is hereby levied against all of the taxable property of the City of Stillwater, Washington County, Minnesota, for City purposes for the payable year 2024. FURTHER BE IT RESOLVED, that the sum of $41,800 is hereby levied against all taxable properties within the WMO (Waste Management Organization) parcel-specific taxing district of the City of Stillwater, Washington County, Minnesota, for City purposes for the payable year 2024. The Levy consists of the following: GENERAL TAX LEVY: $14,847,295 DEBT SERVICE TAX LEVY: Fund Required Levy for 2024 Amount 314 G.O. Capital Outlay 2014A 476,061 326 G.O. Capital Outlay 2016A 239,715 327 G.O. Capital Outlay 2017A 397,567 318 G.O. Capital Outlay 2018A 469,578 339 G.O. Capital Outlay 2019A 431,287 321 G.O. Capital Outlay 2021A 401,625 322 G.O. Capital Outlay 2022A 590,520 Subtotal $3,006,353 New Debt G.O. Capital Outlay 2023 G.O. Capital Outlay 2024 482,705 493,000 Total Debt Service Tax Levy $3,982,058 TOTAL TAX LEVY $18,829,353 PARCEL-SPECIFIC LEVY WMO Levy $41,800 Adopted by the Stillwater City Council this 19th day of September, 2023. CITY OF STILLWATER Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk City of Stillwater Washington County, Minnesota RESOLUTION 2023- ADOPTING THE PROPOSED BUDGET APPROPRIATIONS FOR THE YEAR 2024 BE IT RESOLVED, by the City Council of the City of Stillwater, Minnesota, that the proposed budget appropriations for the year 2024 in the amounts for the following funds: Fund Fund Name Amount 100 General Fund $19,231,840 200 Special Events Fund 60,000 202 St Croix Valley Recreation Center Fund 2,006,988 230 Library Fund 1,633,483 240 Parks Fund 1,510,253 251 Downtown Beautification Fund 69,000 255 Washington County Recycling Fund 35,550 285 Lodging Tax 295,562 Total $24,842,676 Adopted by the Stillwater City Council this 19th day of September, 2023. CITY OF STILLWATER Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk City of Stillwater Washington County, Minnesota RESOLUTION 2023- SETTING PAYABLE 2024 TRUTH-N-TAXATION PUBLIC MEETING BE IT RESOLVED, by the City Council of the City of Stillwater, Minnesota, that the Payable 2024 Truth-in-Taxation meeting shall be at 7:00 p.m., Tuesday, December 5th, 2023. Adopted by the Stillwater City Council this 19th day of September, 2023. CITY OF STILLWATER Ted Kozlowski, Mayor ATTEST: Beth Wolf, City Clerk September 19, 2023 Stillwater City Council 216 Fourth Street North Stillwater, MN 55082 illwater> THE BIRTHPLACE OF MINNESOTA FIRE DEPARTMENT Dear Mayor and City Council Members: The Stillwater Fire Department is teaming up with the National Fire Protection Association ® (NFPA ®) -the official sponsor of Fire Prevention Week™ (FPW) to promote this year's FPW campaign, "Cooking safety starts with YOU. Pay attention to fire prevention™." The campaign works to educate everyone about simple but important actions they can take when cooking to keep themselves and those around them safe. According to NFPA, cooking is the leading cause of home fires and home fire injuries in the United States. Unattended cooking is the leading cause of cooking fires and deaths. "Year after year, cooking remains the leading cause of home fires by far, accounting for half (49 percent) of all U.S. home fires," said Lorraine Carli, vice president of outreach and advocacy at NFPA. "These numbers tell us that there is still much work to do when it comes to better educating the public about ways to stay safe when cooking." In recognition of Fire Prevention Week 2023, and to show our appreciation for your ongoing support of the Stillwater Fire Department, you are cordially invited to participate in the following events that will take place at the Stillwater Fire Department, 250 Maryknoll Drive North. Please join us: Dinner -Tuesday, October 3, 2023 at 5:30 pm RSVP Judy Brueghel (651) 351-4963, by Wednesday, September 27, 2023 Pancake Breakfast -Wednesday, October 11, 2023 I 7:00 -8:00 am Open House -Saturday, October 14. 2023 I 10:00 AM -1:00 pm We hope to see you at the upcoming events and thank you for your support! Sincerely, �wG� Stuart W. Glaser Fire Chief (651)351-4963 250 Maryknoll Drive • Stillwater, Minnesota 55082 PHONE: (651) 351-4963 • FAX: (651) 351-4967 I I I FYI Board of Commissioners Fran Miron, District 1 Stan Karwoski, District 2 Gary Kriesel, District 3, Chair Karla Bigham, District 4 Michelle Clasen, District 5 Assistive listening devices are available for use in the County Board Room If you need assistance due to disability or language barrier, please call (651) 430-6000 Washington County is an equal opportunity organization and employer 1. 8:30 2. 9:00 3. 9:00 Personnel Committee Roll Call Pledge of Allegiance Comments from the Public Visitors may share their comments or concerns on any issue that is a responsibility or function of Washington County Government, whether or not the issue is listed on this agenda. Persons who wish to address the Board must fill out a comment card before the meeting begins and give it to the County Board Clerk or the County Administrator. The County Board Chair will ask you to come to the podium, state your name and city of residence, and present your comments. Your comments must be addressed exclusively to the Board Chair and the full Board of Commissioners. Comments addressed to individual Board members will not be allowed. You are encouraged to limit your presentation to no more than five minutes. The Board Chair reserves the right to limit an individual's presentation if it exceeds the allowable time limit, becomes redundant, repetitive, overly argumentative, or if it is not relevant to an issue that is part of Washington County's responsibilities. Consent Calendar - Roll Call Vote Consent Calendar items are generally defined as items of routine business, not requiring discussion, and approved in one vote. Commissioners may elect to pull a Consent Calendar item(s) for discussion and/or separate action. BOARD AGENDA September 12, 2023 - 9:00 AM 4. 9:10 A. Adopt a resolution to reappoint Klayton Eckles, Stillwater, to the Brown's Creek Watershed District for a third term expiring October 21, 2026. B. Approval to extend 1.0 FTE Special Project Accounting Supervisor/Grant Manager position, until January 2024. C. Approval to extend 1.0 FTE Special Project Financial Analyst I, until January 2024. D. Request approval to submit an application for the Shelter Capital Grant to the MN Department of Human Services (DHS) in the amount up to $10 Million. E. Approval of a Special Project 0.8 FTE Financial Technician II position. F. Approval to convert a 67-day position to a 1.0 FTE Special Project Case Aide position, to assist with one-time emergency rental assistance funding. G. Approval of a Special Project 1.0 FTE Social Worker I/II dedicated to the MN Choices Initial Assessments. H. Approval of a Special Project 1.0 FTE Eligibility Specialist position. I. Set October 3, 2023, as the date for the public hearing for the proposed revisions to the Washington County Youth Access to Tobacco Ordinance #185. J. Adopt a resolution to approve a Fiscal Year 2024 Conservation Partners Legacy Grant Program Application. Assistive listening devices are available for use in the County Board Room If you need assistance due to disability or language barrier, please call (651) 430-6000 Washington County is an equal opportunity organization and employer K. Approve a Fiscal Year 2023 ReLeaf Community Forestry Grants Program Application. L. Adopt a resolution to appoint Samuel D. Gibson as Washington County Surveyor to a four- year term beginning October 1, 2023. M. Approve Change Orders 3 and 4 to Contract No. 13967 with A-1 Excavating, Inc. for the County State Aid Highway (CSAH) 21 Culvert Project. N. 1. Award bid to Kellington Construction Inc. and authorize execution of Contract No. 15838 in the amount of $239,975 for Carpentry on the Northern Household Hazardous Waste and Yard Waste project. 2. Award bid to Hoffman & McNamara Co. and authorize execution of Contract No. 15827 in the amount of $223,310 for Landscaping and Irrigation on the Northern Household Hazardous Waste and Yard Waste project. Library - Jacquie Kramer, Director A.Adopt a resolution to proclaim September 2023, as Library Card Sign-up Month. 6. 9:25 7. 9:40 Consent Calendar continued 5. 9:10 Washington County Community Development Agency - Karly Schoeman, CDA Deputy Executive Director A. Adopt a resolution to approve the 2022 Consolidated Annual Performance and Evaluation Report for submission to the U.S. Department of Housing and Urban Development. General Administration - Jennifer Wagenius and Jan Lucke, Deputy County Administrators A. Certification of the 2024 proposed budgets and levies by adopting: 1. Resolution - Certifying the proposed property tax levy payable 2024 for Washington County. 2. Resolution - Certifying the proposed property tax levy payable 2024 for the Washington County Regional Railroad Authority. 3. Resolution - Adopting the Washington County proposed 2024 budget. 4. Resolution - Adopting the Washington County Regional Railroad Authority proposed 2024 budget. 5. Resolution - Consenting to the proposed property tax levy payable 2024 for the Washington County Community Development Agency. 6. Action to approve final countywide mission directed funding allocations and associated countywide projects. Washington s ~County Assistive listening devices are available for use in the County Board Room If you need assistance due to disability or language barrier, please call (651) 430-6000 Washington County is an equal opportunity organization and employer 8. 10:25 Commissioner Reports - Comments - Questions This period of time shall be used by the Commissioners to report to the full Board on committee activities, make comments on matters of interest and information, or raise questions to the staff. This action is not intended to result in substantive board action during this time. Any action necessary because of discussion will be scheduled for a future board meeting. Board Correspondence Adjourn Board Workshop with Public Works A. Update on stormwater design, housing development, and a new appraisal for Outlot A at Red Rock Crossing/Newport Transit Station. 9. 10:40 10. 10:40 11. 10:45 Washington s ~County